UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
RþANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 20132014
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                        to
Commission
File Number
 
Exact Name of Registrant
as specified in its charter
 
State or Other Jurisdiction of
Incorporation or Organization
 
IRS Employer
Identification Number
1-9936 EDISON INTERNATIONAL California 95-4137452
1-2313 SOUTHERN CALIFORNIA EDISON COMPANY California 95-1240335
EDISON INTERNATIONAL SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue
(P.O. Box 976)
Rosemead, California 91770
(Address of principal executive offices)
 
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices)
(626) 302-2222
(Registrant's telephone number, including area code)
 
(626) 302-1212
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Edison International: Common Stock, no par value
 NYSE LLC
Southern California Edison Company: Cumulative Preferred Stock
 NYSE MKT LLC
4.08% Series, 4.24% Series, 4.32% Series, 4.78% Series  
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Edison International        Yes þ No o    Southern California Edison Company        Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Edison International        Yes ¨o No þ    Southern California Edison Company        Yes ¨o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Edison International        Yes þ No o    Southern California Edison Company        Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Edison International        Yes þ No o    Southern California Edison Company        Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Edison International        þ        Southern California Edison Company        þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "accelerated filer," "large accelerated filer," and "smaller reporting company" in Rule 12b-12 of the Exchange Act. (Check One):
Edison International
Large Accelerated Filer þ
Accelerated Filer ¨o
Non-accelerated Filer ¨o
Smaller Reporting Company ¨o
Southern California Edison Company
Large Accelerated Filer ¨o
Accelerated Filer ¨o
Non-accelerated Filer þ
Smaller Reporting Company ¨o
     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Edison International        Yes ¨o No þ    Southern California Edison Company        Yes ¨o No þ
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2013,2014, the last business day of the most recently completed second fiscal quarter:
Edison International    Approximately $15.7 billion    Southern California Edison Company    Wholly owned by Edison International
Common Stock outstanding as of February 21, 2014:20, 2015:  
Edison International 325,811,206 shares
Southern California Edison Company 434,888,104 shares (wholly owned by Edison International)
DOCUMENTS INCORPORATED BY REFERENCE
PortionsDesignated portions of the following documents listed belowProxy Statement relating to registrants' joint 2015 Annual Meeting of Shareholders have been incorporated by reference into the parts of this report sowhere indicated.
(1) Designated portions of the Proxy Statement relating to registrants' joint 2014 Annual Meeting of Shareholders              Part III
   
   




 




TABLE OF CONTENTS
SEC Form 10-K Reference Number
 
Part II, Item 7
 
 
 
 
 
 
 
 
 
 
 
 


i



  
  
 
  
Nuclear Decommissioning – Asset Retirement Obligation
Part I, Item 1A
Part II, Item 7A
Part II, Item 8


ii



Nuclear Decommissioning – Asset Retirement Obligation
 
 
 
 
 
 
 
 
 
 
Part II, Item 6
Part II, Item 9A
Part II, Item 9B
Part II, Item 9
Part I, Item 1


iii



 
 
 
 
 
 
 
 
Part I, Item 1B
Part I, Item 2
Part I, Item 3
Part I, Item 3
Part I, Item 3
Part III, Item 10
Part III, Item 11
Part III, Item 12
Part III, Item 13
Part III, Item 14
Part II, Item 5
 
Part IV, Item 15
This is a combined Form 10-K separately filed by Edison International and Southern California Edison Company. Information contained herein relating to an individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.


iv



GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
2013 Form 10-KEdison International's Annual Report on Form 10-K for the year-ended December 31, 2013
2010 Tax Relief ActTax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010
Amended Plan of Reorganization EME Chapter 11 Bankruptcy Plan of Reorganization as amended to incorporate the terms of the Settlement Agreement, dated February 19, 2014
AFUDCallowance for funds used during construction
APS Arizona Public Service Company, operator of Four Corners
ARO(s) asset retirement obligation(s)
Bankruptcy Code Chapter 11 of the United States Bankruptcy Code
Bankruptcy Court United States Bankruptcy Court for the Northern District of Illinois, Eastern Division
Bcf billion cubic feet
CAA Clean Air Act
CAISO California Independent System Operator
CARB California Air Resources Board
CDWRCalifornia Department of Water Resources
CECCalifornia Energy Commission
Competitive Businesses competitive businesses related to the generation delivery andor use of electricity
CPUC California Public Utilities Commission
CRRs congestion revenue rights
DOE U.S. Department of Energy
EME Edison Mission Energy
EME Settlement AgreementSettlement Agreement by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein, dated February 18, 2014
EMG Edison Mission Group Inc., a wholly owned subsidiary of Edison International and the parent company of EME and Edison Capital
EPS earnings per share
ERRA energy resource recovery account
FASBFinancial Accounting Standards Board
FERC Federal Energy Regulatory Commission
Four Corners 
coal fueled electric generating facility located in Farmington, New Mexico in
which SCE held a 48% ownership interest
GAAP generally accepted accounting principles
GHG greenhouse gas
GRC general rate case
GWh gigawatt-hours
HLBVhypothetical liquidation at book value
IRS Internal Revenue Service
ISO Independent System Operator
kWh(s)kilowatt-hour(s)
MD&A 
Management's Discussion and Analysis of Financial Condition and Results
of Operations in this report
MHI Mitsubishi Heavy Industries, Inc. and related companies
Moody's Moody's Investors Service
MW megawatts
MWh megawatt-hours
NAAQS national ambient air quality standards
NEIL Nuclear Electric Insurance Limited
NEMnet energy metering
NERC North American Electric Reliability Corporation
Ninth CircuitU.S. Court of Appeals for the Ninth Circuit
NRC Nuclear Regulatory Commission
NSRORA New Source ReviewCPUC's Office of Ratepayers Advocates
OII Order Instituting Investigation


v



Palo Verde 
large pressurized water nuclear electric generating facility located near
Phoenix, Arizona in which SCE holds a 15.8% ownership interest
PBOP(s) postretirement benefits other than pension(s)


v



Petition Date
December 17, 2012 (date on which EME and certain wholly-owned subsidiaries filed for protection under Chapter 11 of the Bankruptcy Code)
PG&E Pacific Gas & Electric Company
PSD Prevention of Significant Deterioration
QF(s) qualifying facility(ies)
ROE return on common equity
S&P Standard & Poor's Ratings Services
San Onofre 
retired nuclear generating facility located in south
San Clemente, California in which SCE holds a 78.21% ownership interest
San Onofre OII Settlement AgreementSettlement Agreement by and among The Utility Reform Network, the CPUC's Office of Ratepayer Advocates, SDG&E, the Coalition of California Utility Employees, and Friends of the Earth, dated November 20, 2014
SCE Southern California Edison Company
SCRselective catalytic reduction equipment
SDG&E San Diego Gas & Electric
SEC U.S. Securities and Exchange Commission
SED Safety and Enforcement Division of the CPUC, formerly known as the Consumer Protection and Safety Division or CPSD
Settlement AgreementTURN Settlement Agreement by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein, dated February 18, 2014The Utility Reform Network
US EPA U.S. Environmental Protection Agency
VIE(s) variable interest entity(ies)



vi



FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Edison International's and SCE's current expectations and projections about future events based on Edison International's and SCE's knowledge of present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a historical or current fact. Other information distributed by Edison International and SCE that is incorporated in this report, or that refers to or incorporates this report, may also contain forward-looking statements. In this report and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends," "plans," "probable," "may," "will," "could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that otherwise could impact Edison International and SCE, include, but are not limited to:to the:
ability of SCE to recover its costs in a timely manner from its customers through regulated rates, including regulatory assets related to San Onofre and under-collection of fuel and purchased power costs;rates;
decisions and other actions by the CPUC, the FERC, the NRC and other regulatory authorities and delays in regulatory actions;actions, including potential for penalties or disallowances caused by non-compliance with applicable laws and regulations;
ability of Edison International or its subsidiariesSCE to borrow funds and access the capital markets on reasonable terms;
possible customer bypass or departure due toextent of technological advancements or cumulative rate impacts that make self-generation orchange in the generation, storage, transmission, distribution and use of alternative energy sources economically viable;electricity;
risks associated with the operation of transmission and distribution assets and power generating facilities including: public safety issues, failure, availability, efficiency, and output of equipment and availability and cost of spare parts;
risks inherent in the construction of transmission and distribution infrastructure replacement and expansion projects, including those related to project site identification, public opposition, environmental mitigation, construction, permitting, power curtailment costs (payments due under power contracts in the event there is insufficientare delays in the construction of transmission that impact the ability to enable the acceptance ofaccept power delivery), and governmental approvals;
risks associated with the operation of transmission and distribution assets and power generating facilities including: public safety issues, failure, availability, efficiency, and output of equipment and availability and cost of spare parts;
risks associated with the retirement and decommissioning of nuclear generating facilities;
physical security of SCE's critical assets and personnel and the cyber security of SCE's critical industrial control systems for the operation of the electric grid and other assets and information technology systems for grid control, and business and customer data;
risks associated with the retirement and decommissioning of nuclear generating facilities;
cost and availability of electricity, including the ability to procure sufficient resources to meet expected customer needs to replace power and voltage support that was previously provided by San Onofre or in the event of power plant outages or significant counterparty defaults under power-purchase agreements;
environmental and other public policy laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could require additional expenditures or otherwise affect the cost and manner of doing business;
risk that the costs incurred in connection with San Onofre may not be recoverable from SCE's supplier or insurance coverage;
approval of the Amended Plan of Reorganization, including the Settlement Agreement, in connection with the EME bankruptcy and proceedings related to it;
changes in the fair value of investments and other assets;
changes in interest rates and rates of inflation, including escalation rates, which may be adjusted by public utility regulators;
governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market structure rules applicable to each market and price mitigation strategies adopted by the California Independent System Operator, Regional Transmission Organizations, and adjoining regions;
availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of counterparties to pay amounts owed in excess of collateral provided in support of their obligations;
cost and availability of labor, equipment and materials;materials or disruptions from labor disputes;

1



ability to obtain sufficient insurance, including insurance relating to SCE's nuclear facilities and wildfire-related liability, and to recover the costs of such insurance or in the absence of insurance the ability to recover uninsured losses;
effects of legal proceedings, changes in or interpretations of tax laws, rates or policies;
potential for penalties or disallowances caused by non-compliance with applicable laws and regulations;
cost and availability of fuel for generating facilities and related transportation to the extent not recovered through regulated rate cost escalation provisions or balancing accounts;

extent of technological change in the generation, storage, transmission, distribution and use of electricity;
1



cost and availability of emission credits or allowances for emission credits;
risk that competingincreasing competition in building new transmission systems will be built by merchant transmission providers in SCE's service area;territory due to FERC Order 1000 that may result in a decrease in new transmission investments by SCE; and
weather conditions and natural disasters.
See "Risk Factors" in Part I, Item 1A of this report for additional information on risks and uncertainties that could cause results to differ from those currently expected or that otherwise could impact Edison International, SCE or their subsidiaries.
Additional information about risks and uncertainties, including more detail about the factors described in this report, is contained throughout this report. Readers are urged to read this entire report, including the information incorporated by reference, and carefully consider the risks, uncertainties and other factors that affect Edison International's and SCE's businesses. Forward-looking statements speak only as of the date they are made and neither Edison International nor SCE are obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by Edison International and SCE with the SEC.
Except when otherwise stated, references to each of Edison International, SCE, Edison Energy, EMG, EME or Edison Capital mean each such company with its subsidiaries on a consolidated basis. References to "Edison International Parent and Other" mean Edison International Parent and its consolidated non-utility subsidiaries.

2



PART IMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 1.    BUSINESSMANAGEMENT OVERVIEW
CORPORATE STRUCTURE, INDUSTRY AND OTHER INFORMATIONHighlights of Operating Results
Edison International was incorporated on April 20, 1987, under the laws of the State of California for the purpose of becomingis the parent holding company of SCE. SCE a California public utility corporation, and subsidiaries that are competitive businesses primarily related to the generation, delivery or use of electricity (the "Competitive Businesses"). As a holding company, Edison International's progress and outlook are dependent on developments at its operating subsidiaries.
The principal executive offices of Edison International and SCE are located at 2244 Walnut Grove Avenue, P.O. Box 976, Rosemead, California 91770, and the telephone numbers are (626) 302-2222 for Edison International and (626) 302-1212 for SCE.
This is a combined Annual Report on Form 10-K for Edison International and SCE. Edison International and SCE make available at www.edisoninvestor.com: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, as soon as reasonably practicable after Edison International and SCE electronically file such material with, or furnishes it to, the SEC. Such reports are also available on the SEC's internet website at www.sec.gov. The information contained on, or connected to, the Edison investor website is not incorporated by reference into this report.
Subsidiaries of Edison International
SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square-mile square mile area of southern California. The SCE service area contains a population of nearly 14 million people and SCE serves the population through approximately 5 million customer accounts. In 2013, SCE's total operating revenue of $12.6 billion was derived as follows: 41.6% commercial customers, 40.2% residential customers, 7% agricultural and other customers, 5.5% industrial customers, 5.1% public authorities, and 0.6% resale sales. Sources of energy to serve SCE's customers during 2013 were approximately: 79% purchased power and 21% SCE-owned generation.
Prior to December 17, 2012, Edison International had a competitive power generation segment,is also the majorityparent company of which consisted of its indirectly, wholly-owned subsidiary, EME. EME is a holding company with subsidiaries and affiliatesthat are engaged in competitive businesses related to the generation or use of electricity (the "Competitive Businesses"). Such competitive business activities are currently not material to report as a separate business segment. References to Edison International refer to the consolidated group of developing, acquiring, owning or leasing, operatingEdison International and selling energyits subsidiaries. References to Edison International Parent and capacity from independent power production facilities. On December 17, 2012 (the "Petition Date"), EMEOther refer to Edison International Parent and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11competitive subsidiaries. Unless otherwise described, all of the United States Bankruptcy Code. As a result of the bankruptcy filing and beginning on the Petition Date, Edison International determined that it no longer retained significant influence over EME and accordingly, EME's results of operations have not been consolidated with those of Edison International. Additionally, EME's results of operations priorinformation contained in this annual report relates to December 17, 2012 and for prior periods, are reflected as discontinued operations in the consolidated financial statements. For further information regarding the EME bankruptcy, see "Management Overview—EME Chapter 11 Bankruptcy Filing" in the MD&A and "Item 8. Notes to Consolidated Financial Statements—Note 16. Discontinued Operations."both filers.
(in millions)2014 2013 2014 vs 2013 Change 2012
Net income (loss) attributable to Edison International       
Continuing operations       
SCE$1,453
 $900
 $553
 $1,569
Edison International Parent and Other(26) (21) (5) (66)
Discontinued operations185
 36
 149
 (1,686)
Edison International1,612
 915
 697
 (183)
Less: Non-core items       
     SCE       
Impairment and other charges(72) (365) 293
 
2012 General Rate Case – repair deductions (2009 – 2011)
 
 
 231
     Edison International Parent and Other       
Consolidated state deferred tax impacts related to EME
 
 
 (37)
Gain on sale of Beaver Valley lease interest
 7
 (7) 31
Income from allocation of losses to tax equity investor2
 
 2
 
     Discontinued operations185
 36
 149
 (1,686)
Total non-core items115
 (322) 437
 (1,461)
Core earnings (losses)       
SCE1,525
 1,265
 260
 1,338
Edison International Parent and Other(28) (28) 
 (60)
Edison International$1,497
��$1,237
 $260
 $1,278
Edison Capital holds energy and infrastructure investmentsInternational's earnings are prepared in the form of leveraged leases and partnership interests in affordable housing projectsaccordance with GAAP used in the United States.
Management uses core earnings internally for financial planning and for analysis of performance. Core earnings (losses) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the Company's performance from period to period. Core earnings (losses) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (losses) are defined as earnings attributable to Edison International also has several subsidiariesshareholders less income or loss from discontinued operations, income resulting from allocation of losses to tax equity investor under the HLBV accounting method and income or loss from significant discrete items that have been formedmanagement does not consider representative of ongoing earnings, such as: exit activities, including sale of certain assets and other activities that are no longer continuing; asset impairments and certain tax, regulatory or legal settlements or proceedings.
SCE's 2014 core earnings increased $260 million for the year primarily due to hold equity interestshigher authorized revenues from rate base growth, higher income tax benefits and engagelower severance costs. In the fourth quarter of 2014, the CPUC authorized an increase in businessesSCE's revenue of $30 million ($18 million after-tax) due to a revised determination of rate base for deferred income taxes. Included in emerging sectors2014 results is $19 million ($11 million after-tax) from a change in estimate of the electricity industry. To date, the holdingsrevenue under its FERC formula rate and $15 million ($9 million after-tax) of these subsidiaries are not material for financial reporting purposes. In August 2013, Edison International acquired SoCore Energy, LLC, a distributed solar developer focused on commercial rooftop installations.


benefits related to generator settlements. See "Notes to Consolidated Financial

3




ElectricStatements—Note 14. Interest and Other Income and Other Expenses." SCE incurred severance costs (after-tax) related to workforce reductions of $2 million and $31 million in 2014 and 2013, respectively.
Edison International Parent and Other's core losses for 2014 included higher corporate and new business expenses, offset by higher income from Edison Capital's investments in affordable housing projects.
Consolidated non-core items for 2014 and 2013 for Edison International included:
Impairment and other charges of $163 million ($72 million after-tax) in 2014 related to the San Onofre OII Settlement Agreement (as discussed below) and $575 million ($365 million after-tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3. During the fourth quarter of 2014, SCE revised its estimated impact of the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with the advice filing for reimbursement of recorded costs. The total 2014 and 2013 charges resulting from the San Onofre issues and settlement were $738 million ($437 million after-tax). Such amounts do not reflect any recoveries from third parties by SCE. For further information, see "—Permanent Retirement of San Onofre and San Onofre OII Settlement" and "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Impairment of Long-Lived Assets."
Income from discontinued operations, net of tax, included:
Income of $168 million in 2014 related to the impact of completing the transactions called for in the EME Settlement Agreement (as defined below).
Income tax benefits of $39 million during the fourth quarter of 2014 from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other tax impacts related to EME. See "Notes to Consolidated Financial Statements—Note 7. Income Taxes" for further information.
Income tax loss of $22 million in 2014 compared to a benefit of $36 million in 2013 from revised estimates of the tax impact of a tax deconsolidation of EME from Edison International as originally contemplated prior to the EME Settlement. For further information, see "—Resolution of Uncertainty Related to EME in Bankruptcy."
An income tax benefit of $7 million in the first quarter of 2013 from reduction in state income taxes related to the sale of Edison Capital's interest in Unit No. 2 of the Beaver Valley Power plant. The sale of Edison Capital's lease interest was completed in 2012. However, the final determination of state income taxes paid was not completed until the first quarter of 2013 which resulted in a change in the estimate of state income taxes due.
Income of $2 million related to losses allocated to tax equity investors under the HLBV accounting method. For further information, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies." Edison International reflected in core earnings the operating results of the solar rooftop projects, related financings and the priority return to tax equity investor. The losses allocated to the tax equity investor under HLBV method results in income allocated to subsidiaries of Edison International, neither of which is due to the performance of the projects but rather due to the allocation of income tax attributes under the tax equity financing. Accordingly, Edison International has included the non-operating allocation of income as a non-core item.
See "Results of Operations" for discussion of SCE and Edison International Parent and Other results of operations, including a comparison of 2013 results to 2012.
Electricity Industry Trends
Multiple factors are converging to putThe electricity industry is undergoing extensive change, including technological advancements such as customer-owned generation, energy storage and customer-owned generation that may change the nature of energy generation and delivery. Recent trends in the electric power industry on the cusp of significant change. These factors include:
leveling of demand due to deceleratingslower population growth, demand side management of energy and an increase in distributed- or self-generation;customer-owned generation;
prioritization by public policymakers ofpolicy initiatives to reduce carbonsuch as reducing GHG emissions and advance competition;encouraging competition for the sale and delivery of electricity;
increased need for infrastructure replacement and grid development to accommodate new technologies; and
technological and financing innovation that facilitatesfacilitate conservation and self-generationcustomer-owned generation and changes in electricity generation, transmission and distribution.

Edison International
4




The electric distribution grid is an important component of California's public policy goals to support a cleaner environment. These policy goals continue to advance as California moves forward in implementing AB 32, the California Global Warming Solutions Act of 2006. AB 32 established a comprehensive program to reduce GHG emissions and required regulations that would reduce California's GHG emissions to 1990 levels by 2020. California law currently requires retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources. The Governor of California has been addressingproposed the next set of objectives for 2030 and beyond, which include increasing from 33% to 50% the electricity derived from renewable resources. Also included is a targeted 50% reduction of petroleum use in mobile vehicles, which may result in growth in electric vehicles and investment in charging infrastructure. California’s policy goals in these changesareas may create opportunities for the electric grid to enable GHG emission reductions by focusingproviding the supporting infrastructure to increase adoption of customer-owned generation, electric storage, and electric vehicles but they may increase customer rates and add technical complexity and risk to the safe and reliable operation of the electric grid.
Having considered these trends, SCE onis investing in and strengthening its electric grid and driving operational and service excellence to improve system safety, reliability and service while controlling costs and rates. Simultaneously, Edison International is investing, at much more modest levels, in Competitive Businesses to meetlargely evaluate the attractiveness of new business models and potential competitive threats to the traditional utility business model.
Distribution Grid Development
The distribution grid needs investment to support two-way flows of electricity needs of commercialcreated by customer-owned generation as well as new technologies such as electric vehicles and industrial customers both insideenergy storage and beyond SCE's service area. Edison International continuesis critical to see meritimplementing California's public policy goals, including those to reduce GHG emissions. SCE is engaged in initiatives that are not currently addressed in the ownershipGRC, including preparing a Distribution Resources Plan and operationparticipating in the Charge Ready Program.
Distribution Resources Plan
AB 327 requires SCE and other California investor-owned utilities to submit a proposed Distribution Resources Plan by July 1, 2015. The goal of Competitive Businessesthe Distribution Resources Plan is to facilitate the integration of distributed energy resources at optimal locations in a manner that minimizes overall system costs and maximizes customer benefits from these investments, while at the same time maintaining system safety and reliability. To accomplish this, the plan must evaluate locational benefits and costs of distributed resources located on the distribution system based upon reductions or increases in local generation capacity needs, avoided or increased investments in distribution infrastructure, safety benefits, reliability benefits, and any other savings distributed resources provide to the electric grid or costs to customers.
Charge Ready Program
SCE proposes to increase the availability of electric vehicle charging stations through its Charge Ready program. SCE proposes to work with cities, employers, apartment owners, charging equipment manufacturers and others to deploy up to 30,000 qualified charging stations at locations where cars may be parked for four hours or more. Under the proposal, SCE would build, own and maintain the electric infrastructure needed to serve the qualified charging stations at participating customer locations. Participating customers would install, own, maintain, and operate the charging stations.
The program proposes to begin with a $22 million pilot for installation of up to 1,500 chargers as well as a mattersupporting market education effort. The results of corporate strategythis first phase will help shape Phase 2 of the program, which is expected to cost an additional $333 million over the next five years. SCE requested CPUC approval for its pilot by June 2015, and is exploring business venturesfor Phase 2 by June 2016.
The CPUC issued a decision in December 2014 that reversed a number of areas related to the provisionprior prohibition on utility ownership of electric powervehicle infrastructure and infrastructure, including distributed generation, electrification of transportation, water purification, and power management services to the commercial and industrial sector.implemented a case-by-case evaluation requirement for proposed utility investments in electric vehicle infrastructure.
Regulation of Edison International as a Holding CompanyCapital Program
Edison InternationalTotal capital expenditures (including accruals) were $4.0 billion in 2014 and its subsidiaries are subject to extensive regulation. As a public utility holding company, Edison International is subject to the Public Utility Holding Company Act. The Public Utility Holding Company Act primarily obligates Edison International and its utility subsidiaries to provide access to their books and records to the FERC and the CPUC for ratemaking purposes.
Edison International is not a public utility and its capital structure is not regulated by the CPUC. The 1988 CPUC decision authorizing SCE to reorganize into a holding company structure, however, imposed certain obligations on Edison International and its affiliates. These obligations include a requirement that$3.5 billion in 2013. SCE's dividend policy shall continue to be established by SCE's Board of Directors as though SCE were a stand-alone utility company, and that the capital requirements of SCE, as deemed to be necessary to meet SCE's service obligations, shall receive first priority from the Boards of Directors of Edison International and SCE. The CPUC has also promulgated Affiliate Transaction Rules, which, among other requirements, prohibit holding companies from (1) being used as a conduit to provide non-public information to a utility's affiliate and (2) causing or abetting a utility's violation of the rules, including providing preferential treatment to affiliates.
Employees
Atyear-end rate base (excluding San Onofre) was $23.3 billion at December 31, 2013, Edison International and its consolidated subsidiaries had an aggregate of 13,677 full-time employees, 13,599 of which were full-time employees2014 compared to $21.1 billion at SCE.
Approximately 4,000 of SCE's full-time employees are covered by collective bargaining agreements with one labor union; the International Brotherhood of Electrical Workers, Local 47, AFL-CIO ("IBEW"). The IBEW collective bargaining agreements expire on December 31, 2014.
Insurance2013.
Edison International maintains a propertySCE forecasts capital expenditures in the range of $11.8 billion to $13.4 billion for 2015 – 2017. Actual capital spending will be affected by: changes in regulatory, environmental and casualty insurance program for itselfengineering design requirements; permitting and its subsidiariesproject delays; cost and excess liability insurance covering liabilities to third parties for bodily injury or property damage resulting from operations.availability of labor, equipment and materials; and other factors. These policiesfactors as well as major projects are subject to specific retentions, sub-limitsdiscussed further under "—Liquidity and deductibles, which are comparable to those carried by other utility companies of similar size. SCE also has separate insurance programs for nuclear property and liability, workers compensation and solar rooftop construction. For further information on nuclear and wildfire insurance, see "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies.Capital Resources—SCE—Capital Investment Plan."

45



SOUTHERN CALIFORNIA EDISON COMPANYRegulatory Matters
Regulation2015 General Rate Case
CPUCIn January 2015, SCE updated its forecasted 2015 base rate revenue requirement request to $5.713 billion, which would be an $80 million increase over currently authorized base rate revenue. The updated base rate revenue requirement request also proposed post-test year increases in 2016 and 2017 of $286 million and $315 million, respectively. The original request, filed in November 2013, included a 2015 base rate revenue requirement request of $6.462 billion, which was subsequently reduced to remove costs related to Four Corners and San Onofre, as directed by the ALJs assigned to the GRC and reflect changes after SCE's rebuttal testimony.
The ORA, recommended that SCE's originally requested 2015 base rate revenue requirement be decreased by approximately $607 million, comprised of approximately $302 million in operations and maintenance expense reductions and approximately $305 million in capital-related revenue requirement reductions. TURN recommended that SCE's originally requested 2015 base rate revenue requirements be decreased by approximately $412 million, comprised of approximately $131 million in operations and maintenance expense reductions and approximately $281 million in capital-related revenue requirement reductions. TURN's recommendation also included a reduction in revenue requirement related to income tax repair deductions that originated during the period 2012 – 2014.
A final 2015 GRC decision is not expected until later in 2015. SCE expects to recognize revenue based on the 2014 authorized revenue requirement until a GRC decision is issued. The CPUC has approved the authority to regulate, among other things, retail rates, energy purchasesestablishment of a GRC memorandum account, which will make the 2015 revenue requirement ultimately adopted by the CPUC effective as of January 1, 2015. SCE cannot predict the revenue requirement the CPUC will ultimately authorize or provide assurance on behalfthe timing of retail customers, SCE capital structure, ratea final decision.
Cost of return, issuance of securities, disposition of utility assets and facilities, oversight of nuclear decommissioning funding and costs, and aspectsCapital
In December 2014, the CPUC granted a one-year extension of the transmission system planning, site identification and construction.
FERC
The FERC hasdate to April 2016 when SCE must file the authority to regulate wholesale rates as well as other matters, including unbundled transmission service pricing, ratenext cost of return, accounting practices, and licensing of hydroelectric projects. The FERC also has jurisdiction over a portion of the retail rates and associated rate design.
NERC
The FERC assigned administrative responsibilitycapital mechanism application, due to the NERC to establish and enforce reliability standards and critical infrastructure protection standards, which protectstability of interest rates since the bulk power system against potential disruptions from cyber and physical security breaches. The critical infrastructure protection standards focus on controlling access to critical physical and cyber security assets, including supervisory control and data acquisition systems for the electric grid. Compliance with these standardslast cost of capital filing in 2012. As a result, SCE's current authorized cost of capital mechanism is mandatory. The maximum penalty that may be levied for violating a NERC reliability or critical infrastructure protection standard is $1 million per violation, per day.
SCE has a formal cyber security program that covers SCE's information technology systems as well as customer data. Program staff is engaged with industry groups as well as public-private initiatives to reduce risk and to strengthen the security and reliability of SCE's systems and infrastructure. The program is also engaged in the protection of SCE's customer information.
Transmission and Substation Facilities Regulation
The construction, planning and project site identification of SCE's transmission lines and substation facilities require the approval of many governmental agencies and compliance with various laws. These agencies include utility regulatory commissions such as the FERC, the CPUC and other state regulatory agencies depending on the project location; the CAISO, and other environmental, land management and resource agencies such as the Bureau of Land Management, the U.S. Forest Service, and the California Department of Fish and Game; and regional water quality control boards. In addition, to the extent that SCE transmission line projects passextended through lands owned or controlled by Native American tribes, consent and approval from the affected tribes and the Bureau of Indian Affairs are also necessary for the project to proceed.
CEC
The construction, planning, and project site identification of SCE's power plants (excluding solar and hydro plants) of 50 MW or greater within California are2016, subject to the jurisdiction of the CEC. The CEC is also responsible for forecasting future energy needs. These forecasts are used by the CPUC in determining the adequacy of SCE's electricity procurement plans.
Nuclear Power Plant Regulationtrigger mechanism.
The NRC has jurisdiction with respectcost of capital trigger mechanism provides for an automatic annual adjustment to SCE's authorized cost of capital in September if the utility bond index changes beyond certain thresholds. The adjustment would apply to the safetyfollowing calendar year. The return on common equity will remain at 10.45% for 2015 and 2016, subject to any index changes that exceed the thresholds for 2016.
Edison International Dividend Policy
In December 2014, Edison International declared a 17.6% increase to the annual dividend rate from $1.42 per share to $1.67 per share. Edison International plans to increase its dividends to common shareholders to its target payout ratio of theapproximately 45% to 55% of SCE earnings in steps over time.
Permanent Retirement of San Onofre and Palo Verde Nuclear Generating Stations.San Onofre OII Settlement
Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The NRC regulates commercial nuclear power plants through licensing, oversightUnit was safely taken off-line and inspection, performance assessment, and enforcementsubsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of its requirements. Inunexpected tube wear were also discovered. On June 6, 2013, SCE decided to permanently retire and decommission Units 2 and 3.
Settlement of San Onofre CPUC Proceedings
In October 2012, the CPUC issued an OII that consolidated all San Onofre issues in related CPUC regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, and operation and maintenance costs.
On November 20, 2014, the CPUC approved the Amended and Restated Settlement Agreement (the "San Onofre OII Settlement Agreement") that SCE had entered into with TURN, the ORA, SDG&E, the Coalition of California Utility Employees, and Friends of the Earth (together, the "Settling Parties"). The San Onofre OII Settlement Agreement resolved the CPUC's OII and related proceedings regarding the Steam Generator Replacement Project at San Onofre and the related outage and subsequent shutdown of San Onofre. The San Onofre OII Settlement Agreement does not affect proceedings related to recoveries from third parties described below, but does describe how shareholders and customers will share any

6




potential recoveries. SCE has recorded the effects of the San Onofre OII Settlement Agreement. Such amounts do not reflect any recoveries from third parties by SCE.
A lawsuit challenging the CPUC's authority to permit rate recovery of San Onofre costs and an application for rehearing of the CPUC’s decision approving the San Onofre OII Settlement Agreement were filed in November and December 2014, respectively. On February 9, 2015, SCE filed in the OII proceeding a Late-Filed Notice of Ex Parte Communication regarding a meeting in March 2013 between an SCE senior executive and the president of the CPUC, both of whom have since retired from their respective positions. In response, the Alliance for Nuclear Responsibility, one of the intervenors in the OII, filed an application requesting that the CPUC institute an investigation into whether sanctions should be imposed on SCE in connection with the ex parte communication. The application requests that the CPUC order SCE to produce all ex parte communications between SCE and the CPUC or its staff since January 31, 2012 and all internal SCE unprivileged communications that discuss such ex parte communications.
Third-Party Recoveries
San Onofre carries accidental property damage and carried accidental outage insurance issued by NEIL and has placed NEIL on notice of claims under both policies. For further discussion of potential NEIL insurance recoveries and how they would be shared with customers and SCE, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
SCE is also pursuing claims against MHI, which designed and supplied the RSGs. In October 2013, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and its customers and in its capacity as Operating Agent for San Onofre. MHI has denied any liability and has asserted counterclaims for $41 million, for which SCE has denied any liability. The other
co-owners (SDG&E and Riverside) have been added as additional claimants in the arbitration, with party status. For further discussion of potential recoveries from MHI and how they would be shared with customers, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
Rate Impacts
Due to the implementation of the settlement as of December 31, 2014, including the refund of revenue related to the Steam Generator Replacement Project, the refund of the difference between authorized and recorded operation and maintenance expenses for 2013 and 2014, the refund from the reduction of returns on the balance of its San Onofre investment and the other elements of the settlement will result in a refund to customers of approximately $540 million. Such refunds under the San Onofre OII Settlement Agreement were effectuated through a reduction in SCE's ERRA undercollection. At December 31, 2014, SCE's ERRA undercollection was $1.03 billion. The ERRA undercollection is expected to continue to decrease during 2015 assuming:
approval of SCE's request to classify the majority of costs incurred at San Onofre since June 7, 2013 as decommissioning costs and provide reimbursement from SCE's nuclear decommissioning trust; and
approval of SCE's 2015 ERRA forecast application, with implementation of revised rates occurring during the first quarter of 2015.
These decreases will be impacted by over/undercollection of purchased power and fuel costs during 2015, including changes in natural gas and power prices.
SCE may finance unrecovered power procurement-related costs with commercial paper or other borrowing, subject to availability in the capital markets. Delays in approval of rate increases to recover undercollection of fuel and purchase power costs would adversely impact SCE's liquidity. For further information on 2015 ERRA forecast application, see "Liquidity—Regulatory Proceedings—ERRA Forecast Filing – 2015."

7




NRC Proceedings
For information on the NRC proceedings, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
Decommissioning
The decommissioning of a nuclear plant requires the management of three related activities: radiological decommissioning, non-radiological decommissioning and the management of spent nuclear fuel. The decommissioning process is expected to take many years. In June 2013, SCE began the initial activity phase of radiological decommissioning by filing with the NRC a certification of permanent cessation of power operations at San Onofre. Notifications of permanent removal of fuel from the reactor vessels were provided in June and July 2013 for Units 3 and 2, respectively. On September 23, 2014, SCE submitted its Post-Shutdown Decommissioning Activities Report ("PSDAR"), Irradiated Fuel Management Plan and Decommissioning Cost Estimate for San Onofre, Units 2 and 3 to the NRC. These submittals were subject to a ninety-day period for NRC review and acceptance, which expired on December 27, 2014. SCE is now permitted to start major radiological decommissioning activities pursuant to NRC regulations, provided SCE obtains all necessary environmental permits for decommissioning. During the second quarter of 2014, SCE updated its decommissioning cost estimate based on a site specific assessment. The decommissioning cost estimate in 2014 dollars is $4.4 billion (SCE share – $3.3 billion) and includes costs from June 7, 2013 through to the respective completion dates to decommission San Onofre Units 2 and 3 estimated to be in 2052. The decommissioning cost estimate is subject to a number of estimates including the cost of burial of nuclear waste, cost of removal of property, site remediation costs as well as a number of other assumptions and estimates, including when the federal government may remove spent fuel canisters from the San Onofre site, as to which there can be no assurance. The cost estimate is subject to change and such changes may be material. SCE's share of the present value of decommissioning costs using current discount rates was $3.0 billion at December 31, 2014. For further information, see "Management Overview—Permanent"Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Asset Retirement ofObligation."
SCE has nuclear decommissioning trust funds for San Onofre Units 2 and 3 of $3.4 billion as of December 31, 2014. If the decommissioning cost estimate and assumptions regarding trust performance do not change, SCE believes that future contributions to the trust funds will not be necessary. The CPUC must issue an order granting prior approval for withdrawal of decommissioning trust funds. SCE has filed a request with the CPUC to authorize release of trust funds for costs up to a specified cost cap of $214 million to cover SCE's share of 2013 decommissioning costs. The request also seeks CPUC approval for a process by which SCE will be able to seek the release of trust funds to cover decommissioning costs incurred in 2014 and future periods until the CPUC approves a permanent San Onofre decommissioning plan and cost recovery mechanism.
Depending on the ultimate interpretation of IRS regulations, which address the taxation of a qualified nuclear decommissioning trust, SCE may be restricted from withdrawing amounts from the qualified decommissioning trusts to pay for independent spent fuel storage installation ("ISFSI") where SCE is seeking, or plans to seek, recovery of the ISFSI costs in litigation against the DOE. For further information, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel." SCE intends to participate as part of an industry coalition in working with the MD&A.IRS and the Department of Treasury to pursue an interpretation of the IRS regulations that is consistent with Congress’ intent when this tax provision was enacted by Congress in 1984. If SCE is unable to obtain timely reimbursement of such costs, it may delay decommissioning activities. Furthermore, expenditures incurred are expected to be funded by SCE until such time as a favorable determination is made or the DOE litigation for such period is resolved. For further information, see "Risk Factors—Risk Factors Relating to SCE—Operating Risks."
Decommissioning costs incurred in 2013 and 2014 have been recorded as operations and maintenance expenses pending the CPUC decision on access to the trusts for reimbursement. Accordingly, such costs have been recovered through GRC revenues. Costs incurred for 2013 have been found reasonable under the San Onofre OII. The CPUC will conduct a reasonableness review for 2014 costs and years going forward. Beginning in 2015, SCE must fund decommissioning costs until the CPUC approves SCE's request to access the trust funds. Currently, SCE expects that the CPUC would approve access to the trust in 2015. SCE's share of the estimated decommissioning costs to be incurred in 2015, subject to change, are approximately $200 million.

8




Resolution of Uncertainty Related to EME in Bankruptcy
In February 2014, Edison International, EME and the Consenting Noteholders entered into a settlement agreement (the "EME Settlement Agreement") pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the EME Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the EME Settlement Agreement, was completed on April 1, 2014.
Under the EME Settlement Agreement, Edison International made the first of three cash payments to the Reorganization Trust of $225 million in April 2014. In August 2014, Edison International entered into an amendment of the Settlement Agreement that finalized the remaining matters related to the EME Settlement including setting the amount of the two remaining installment payments, including interest, at $204 million due on September 30, 2015 and $214 million due on September 30, 2016. As a result of the EME Settlement Agreement, Edison International recorded, as part of discontinued operations, income of $168 million during the year ended December 31, 2014 related to changes in estimates of the net impact of retaining income tax attributes less the above payment obligations and assumed liabilities. See "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations." As part of the settlement, Edison International retained ownership interest of EME and tax attributes of approximately $1.2 billion. Edison International expects to realize the tax attributes over time, depending upon the tax position of Edison International.

9




RESULTS OF OPERATIONS
OverviewSCE
SCE's results of Ratemaking Processoperations are derived mainly through two sources:
CPUC
RevenueUtility earning activities – representing revenue authorized by the CPUC through triennial GRC proceedingsand FERC which is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investmentsinvestment in generation, transmission and distribution assets and general plant (also referred to as “rate base”) on a forecast basis.assets. The CPUC sets an annual revenue requirement for the base year which is made uprequirements are comprised of theauthorized operation and maintenance costs, depreciation, taxes and a return consistent with the capital structure. Also, included in utility earnings activities are revenues or penalties related to incentive mechanisms, other operating revenue, and regulatory charges or disallowances.
Utility cost-recovery activities – representing CPUC- and FERC-authorized balancing accounts which allow for recovery of specific project or program costs, subject to reasonableness review or compliance with upfront standards. Utility cost-recovery activities include rates which provide recovery, subject to reasonableness review of, among other things, fuel costs, purchased power costs, public purpose related-program costs (including energy efficiency and demand-side management programs) and certain operation and maintenance expenses.
The following table is a summary of SCE's results of operations for the periods indicated.
 201420132012
(in millions)
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Operating revenue$6,831
$6,549
$13,380
$6,602
$5,960
$12,562
$6,682
$5,169
$11,851
Purchased power and fuel
5,593
5,593

4,891
4,891

4,139
4,139
Operation and maintenance2,106
951
3,057
2,348
1,068
3,416
2,518
1,026
3,544
Depreciation, decommissioning and amortization1,720

1,720
1,622

1,622
1,562

1,562
Property and other taxes318

318
307

307
296
(1)295
Impairment and other charges163

163
575

575
32

32
Total operating expenses4,307
6,544
10,851
4,852
5,959
10,811
4,408
5,164
9,572
Operating income2,524
5
2,529
1,750
1
1,751
2,274
5
2,279
Interest expense(528)(5)(533)(519)(1)(520)(494)(5)(499)
Other income and expenses43

43
48

48
94

94
Income before income taxes2,039

2,039
1,279

1,279
1,874

1,874
Income tax expense474

474
279

279
214

214
Net income1,565

1,565
1,000

1,000
1,660

1,660
Preferred and preference stock dividend requirements112

112
100

100
91

91
Net income available for common stock$1,453
$
$1,453
$900
$
$900
$1,569
$
$1,569
Core earnings1
  $1,525
  $1,265
  $1,338
Non-core earnings  

  

  

Impairment and other charges  (72)  (365)  
2012 General Rate Case – repair deductions (2009 – 2011)  
  
  231
Total SCE GAAP earnings

 $1,453
  $900
  $1,569
1
See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

10




Utility Earning Activities
2014 vs 2013
Utility earning activities were primarily affected by the following:
Higher operating revenue of $229 million due to:
An increase in CPUC-related revenue of $370 million primarily related to the increase in authorized revenue to support rate base growth, including $30 million of additional revenue from revisions to its 2012 – 2014 GRC revenue requirement related to deferred income taxes.
An increase in FERC-related revenue of $130 million primarily related to rate base growth and higher operating costs, including $19 million of additional revenue from a change in estimate under the FERC formula rate mechanism.
Energy efficiency incentive awards were $22 million in 2014 compared to $14 million in 2013.
Generator settlements of $15 million. See "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities—Regulatory Balancing Accounts."
A decrease in San Onofre-related estimated revenue of $188 million, as discussed below.
A decrease in Four Corners-related revenue of $105 million due to the sale of SCE's ownership interest in the Four Corners Generating Station in December 2013 (primarily offset in operation and maintenance and depreciation expense as indicated below).
Lower operation and maintenance expense of $242 million primarily due to:
A decrease in San Onofre-related expense of $179 million as discussed below and a decrease in Four Corners-related expense of $60 million due to the sale in December 2013.
A decrease in severance costs of $34 million (excluding San Onofre). In 2014 and 2013, SCE commenced multiple efforts to reduce its workforce in order to reflect SCE's strategic direction to optimize its cost structure, moderate customer rate increases and align its cost structure with its peers. Severance costs related to workforce reductions (excluding severance related to the permanent retirement of capital (discussed below)San Onofre Unit 2 and 3 recovered in the San Onofre OII Settlement Agreement) were $4 million in 2014 and $38 million in 2013 (See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans—Workforce Reductions"). The returnSCE is establishedcontinuing its efforts to improve operational efficiency. These efforts may lead to additional severance or other charges which cannot be estimated at this time.
A decrease of $30 million primarily related to lower customer service and outside service costs, as well as $20 million of planned outage costs at Mountainview in 2013.
An increase of $85 million of higher operating costs primarily related to transmission and distribution, information technology, legal, safety and insurance costs.
Higher depreciation, decommissioning and amortization expense of $98 million due to a $155 million increase in depreciation mainly related to transmission and distribution investments, partially offset by multiplying an authorizeda decrease in San Onofre-related expense of $14 million discussed below and lower Four Corners-related expense of $45 million due to the sale in December 2013.
Impairment charge of $163 million ($72 million after-tax) in 2014 related to the San Onofre OII Settlement Agreement, as discussed below.
Higher interest expense of $9 million primarily due to lower capitalized interest (AFUDC debt) and higher long-term debt balances to support rate base growth.
Lower other income and expenses of return, determined$5 million primarily due to lower AFUDC equity income related to lower AFUDC rates and lower construction work in separate costprogress balances in 2014, lower interest income and higher other expenses, offset by $7 million in sales tax refund related to San Onofre discussed below and lower penalties. In 2014 and 2013, SCE incurred penalties of capital$15 million and $20 million, respectively, resulting from the San Bernardino and San Gabriel settlements in 2014 and Malibu Fire Order Instituting Investigation settlement in 2013. See "Notes to Consolidated Financial Statements—Note 14. Interest and Other Income and Other Expenses."

11




Higher income taxes of $195 million primarily due to higher pre-tax income. See "—Income Taxes" below for more information.
Higher preferred and preference stock dividends of $12 million related to a new issuance in 2014.
On June 6, 2013, SCE decided to permanently retire San Onofre Units 2 and 3. During 2014, SCE entered into the San Onofre OII Settlement Agreement to resolve CPUC regulatory issues associated with San Onofre. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" above for more information. The following table summarizes the results of operations attributable to the San Onofre plant for the years ended December 31, 2014 and 2013, respectively, and is included in Utility Earnings above:
 Years ended December 31, 
(in millions)2014 2013 
Revenue$166
1 
$354
 
Operating expenses    
Operation and maintenance93
 272
5 

Depreciation and amortization44
2 
58
 
Property and other taxes16
3 
23
 
Impairment and other charges163
4 
575
 
AFUDC
 (6) 
Total operating expenses316
 922
 
Loss before taxes$(150) $(568) 
1
Includes a 2014 revenue adjustment of $11 million related to a CPUC decision to refund Unit 1 decommissioning costs to the Nuclear Decommissioning Trusts.
2
Represents amortization of the San Onofre regulatory asset beginning October 1, 2014.
3
Includes property and sales tax refunds of $5 million and $7 million related to replacement steam generators for the year ended December 31, 2014. The sales tax refund is included in "Interest and other income" on the consolidated income statements.
4
During the fourth quarter of 2014, SCE revised its estimated impact of the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with advice filing for reimbursement of recorded costs.
5
Includes severance costs of $63 million for the year ended December 31, 2013.
2013 vs 2012
Utility earning activities were primarily affected by the following:
Lower operating revenue of $80 million was primarily due to the following:
A decrease in San Onofre-related estimated revenue of $303 million primarily due to lower operating costs, no longer recognizing the return on San Onofre rate base and ceasing depreciation, beginning in June 2013.
An increase in CPUC-related revenue of $60 million primarily related to the increase in authorized revenue to support rate base growth and operating expenses which was partially offset by the lower CPUC-adopted 2013 return on common equity and Edison SmartConnect® revenue, resulting from the full deployment of the program in 2012.
An increase in FERC-related revenue of $170 million primarily related to rate base growth and higher operating costs.
Energy efficiency earnings were $14 million in 2013 compared to $15 million in 2012.

12




Lower operation and maintenance expense of $170 million was primarily due to the following:
A decrease in San Onofre-related expense of $170 million primarily due to lower operating costs of $109 million resulting from the early retirement of Units 2 and 3 in June 2013 and $35 million in 2012 related to the scheduled outage at Unit 2. In addition, SCE had lower incremental inspection and repair costs of $53 million (net of SCE's share of payments received from MHI in 2012), which were not offset in revenue above. These factors were partially offset by additional severance costs of $27 million ($63 million and $36 million in 2013 and 2012, respectively).
A decrease of $95 million in expense in 2013 due to the full deployment of the Edison SmartConnect® program in 2012.
A decrease in severance costs of $40 million due to the reductions in workforce (excluding San Onofre) that commenced in 2012.
An increase of $85 million of higher operating costs primarily related to information technology, safety, legal and insurance costs.
$45 million of planned outage costs at Mountainview, repair costs at Four Corners, and higher operating costs on CPUC- and FERC-related projects.
Higher depreciation, decommissioning and amortization expense of $60 million was primarily related to increased transmission and distribution investments, including capitalized software costs, offset by the impact of $67 million from ceasing depreciation on the San Onofre assets, beginning in June 2013.
$575 million impairment charge ($365 million after-tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3.
Lower interest income and other of $46 million primarily due to lower AFUDC equity related to lower rates and construction work in progress balances in 2013. In addition, SCE had higher other expenses due to a $20 million penalty that resulted from the Malibu Fire Order Instituting Investigation settlement that was imposed by the CPUC in 2013. See "Notes to Consolidated Financial Statements—Note 14. Interest and Other Income and Other Expenses."
Higher interest expense of $25 million primarily due to higher balances on long-term debt to support rate base growth and lower AFUDC debt due to lower rates and construction work in progress balances in 2013.
Higher income taxes of $65 million primarily due to lower income tax benefits, including lower repair deductions (as determined for income tax purposes). See "—Income Taxes" below for more information.
Utility Cost-Recovery Activities
2014 vs 2013
Utility cost-recovery activities were primarily affected by the following:
Higher purchased power and fuel expense of $702 million was primarily driven by an increased load related to warmer weather and higher power and gas prices experienced in 2014 relative to 2013, partially offset by lower fuel expense in 2014 due to the sale of Four Corners in December 2013 and generator settlements refunded to customers (see "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities" for more information). In addition, in 2014, the CAISO issued invoices implementing a FERC order which revised FERC tariffs for costs associated with scheduling coordinator activities. The impact of implementing the order and revised invoices resulted in a transmission refund of $106 million reflected in operation and maintenance expense and a generation surcharge of $83 million reflected in purchased power expense. These transactions did not impact earnings as the net refund was provided to customers through a FERC balancing account mechanism. Fuel costs were $256 million in 2014 and $324 million in 2013.
Lower operation and maintenance expense of $117 million primarily due to the CAISO refund of $106 million mentioned above, a decrease in pension and postretirement benefit expenses and lower costs for the GHG cap-and-trade program related to utility owned generation, partially offset by higher spending on various public purpose programs and higher transmission access charges. See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for more information.

13




proceedings,2013 vs 2012
Utility cost-recovery activities were primarily affected by SCE's authorized CPUC rate base. In the GRC proceedings, the CPUC also generally approves the levelfollowing:
Higher purchased power and fuel expense of capital spending$752 million was primarily driven by higher power and gas prices in 2013, partially offset by lower realized losses on a forecast basis. Following the base year, the revenue requirements for the remaining two years are seteconomic hedging activities ($56 million in 2013 compared to $227 million in 2012) and by a methodology established$43 million credit received from the ISO for SCE’s share of a settlement between the FERC and an ISO participant. Fuel costs were $324 million in the GRC proceeding, which generally, among other items, includes annual allowances for escalation2013 and $308 million in 2012.
Higher operation and maintenance expense of $42 million primarily due to costs for the GHG cap-and-trade program related to utility owned generation, higher costs related to transmission and additional changes in capital-related investments.distribution expenses, higher pension expenses, partially offset by lower spending on various public purpose programs.
Supplemental Operating Revenue Information
SCE's 2012retail billed and unbilled revenue (excluding wholesale sales and balancing account over/undercollections) was $12.2 billion for 2014, $11.6 billion for 2013 and $11.2 billion for 2012.
The 2014 revenue reflects:
An increase of $428 million primarily due to the implementation of the 2014 ERRA rate increase in June 2014 and the increase in GRC authorized revenue, requirements for 2012, 2013, and 2014 of $5.7 billion, $5.8 billion, and $6.2 billion, respectively. In November 2013, SCE filed its 2015 GRC application that requested a 2015 base ratepartially offset by the greenhouse gas auction revenue requirement of $6.4 billion. For further discussion of the 2015 GRC, see “Management Overview—2015 General Rate Case” in the MD&A.
CPUC rates decouple authorized revenue from the volume of electricity sales so that SCE receives revenue equal to amounts authorized. Differences between amounts collected and authorized levels are either collected from or refunded to customers in April and therefore, such differences do not impact operating revenue. Accordingly, SCE is neither benefited nor burdened by the volumetric riskOctober 2014, and
A sales volume increase of $226 million due to higher load requirements related to retail electricity sales.warmer weather experienced in 2014 compared to 2013.
The CPUC regulates SCE's cost2013 revenue reflects:
An increase of capital, including its capital structure$435 million and authorized ratesa sales volume decrease of return. SCE's authorized capital structure$29 million. The increase is 43% long-term debt, 9% preferred equityprimarily due to the implementation of the 2012 GRC decision.
The 2012 revenue reflects:
A sales volume increase of $1.4 billion, primarily due to SCE providing power that was previously provided by California Department of Water Resources (CDWR) contracts partially offset by:
A decrease of $344 million, resulting from rate adjustments in June 2011 and 48% common equity. SCE's authorized costAugust 2012, primarily reflecting lower natural gas prices and refunds to customers of capital, effective January 1, 2013, consists of: cost of long-term debt of 5.49%, cost of preferred equity of 5.79% and return on common equity of 10.45%. In 2013, the CPUC authorized SCE's cost of capital adjustment mechanism to continue for 2014 and 2015. The mechanism provides for an automatic adjustment to SCE's authorized cost of capital if the utility bond index changes beyond certain thresholds on an annual basis. The index changes did not exceed the threshold in September 2013 so the return on common equity will remain at 10.45% for 2014. SCE will reevaluate the cost of capital for 2015 in September 2014 and the capital adjustment mechanism will set SCE's 2015 cost of capital.
Balancing accounts (also referred to as cost-recovery mechanisms) are typically used to track and recover SCE's costs of fuel, purchased-power, and certain operation and maintenance expenses, including energy efficiency and demand-side management program costs. SCE earns no return on these activities and although differences between forecasted and actual costs do not impact earnings, such differences do impact cash flows and can change rapidly.
SCE's balancing account forovercollected fuel and power procurement-related costs is referred to asrecorded through the ERRA balancing account.
As a result of the CPUC-authorized decoupling mechanism, SCE setsearnings are not affected by changes in retail electricity sales (see "Business—SCE—Overview of Ratemaking Process").
Income Taxes
SCE’s income tax provision increased by $195 million in 2014 compared to 2013. The effective tax rates were 23.2% and 21.8% for 2014 and 2013, respectively. The effective tax rate increase in 2014 was primarily due to higher state income taxes.
SCE’s income tax provision increased by $65 million in 2013 compared to 2012. The effective tax rates were 21.8% and 11.4% for 2013 and 2012, respectively. The effective tax rate increase in 2013 was primarily due to lower tax benefits associated with repair deductions as discussed below.
The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences, which reverse over time. The accounting treatment for these temporary differences results in recording regulatory assets and liabilities for amounts that would otherwise be recorded to deferred income tax expense.
See "Notes to Consolidated Financial Statements—Note 7. Income Taxes" for a reconciliation of the federal statutory rate of 35% to the effective income tax rates and "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" above for more information.

14




Earnings Benefit from Repair Deductions
Edison International made a voluntary election in 2009 to change its tax-accounting method for certain repair costs incurred on SCE's transmission, distribution and generation assets. Regulatory treatment for the incremental deductions taken after the 2009 election to change SCE's tax accounting method for certain repair costs was included as part of SCE's 2012 GRC. The 2012 GRC decision retained flow-through treatment of repair deductions for regulatory purposes, which resulted in SCE recognizing an earnings benefit of $231 million from these incremental deductions taken in 2009, 2010 and 2011. Incremental repair deductions represent amounts recognized for regulatory accounting purposes in excess of amounts included in the authorized revenue requirements through the general rate case proceedings. The earnings benefit results from recognition of a regulatory asset for recovery of deferred income taxes in future periods. Incremental repair deductions for the years 2012 – 2014 resulted in additional income tax benefits of $133 million in 2014, $89 million in 2013 and $115 million in 2012.
For a discussion of the status of Edison International's income tax audits, see "Notes to Consolidated Financial Statements—Note 7. Income Taxes."
Edison International Parent and Other
Results of operations for Edison International Parent and Other includes amounts from other nonutility subsidiaries that are not significant as a reportable segment, as well as intercompany eliminations.
Loss from Continuing Operations
The following table summarizes the results of Edison International Parent and Other:
 Years ended December 31,
(in millions)2014 2013 2012
Edison Energy and subsidiaries$(5) $(3) $
Edison Mission Group and subsidiaries36
 24
 19
Corporate expenses and Other(57) (42) (85)
Total Edison International Parent and Other$(26) $(21) $(66)
The loss from continuing operations of Edison International Parent and Other increased $5 million in 2014 due to:
An increase in the loss of Edison International Parent and Other primarily due to higher corporate expenses.
An increase in income from EMG and subsidiaries of $12 million primarily due to higher income from affordable housing projects, including asset sales and income tax benefits. EMG’s subsidiary, Edison Capital, continues to wind down its remaining affordable housing investments. Earnings from Edison Capital were $34 million in 2014 and $24 million in 2013.
A slight increase in losses of Edison Energy. Edison Energy and subsidiaries' 2014 operating activities primarily relate to construction of 26 megawatts of solar rooftop projects, including projects that will sell their output to third parties under long-term power sales agreements.
The loss from continuing operations of Edison International Parent and Other decreased $45 million in 2013 due to:
Higher losses in 2012 due to a $37 million charge resulting from Edison International's update to its estimated long-term California apportionment rate applicable to deferred income taxes as a result of changes related to EME.
The results for EMG include earnings from Edison Capital of $24 million in 2013 and $22 million in 2012. Edison Capital's 2013 results included income from the wind down of its asset portfolio while Edison Capital's 2012 results included higher income taxes. In addition, during 2012, Edison Capital sold its lease interest in Unit No. 2 of the Beaver Valley Nuclear Plant resulting in a $31 million benefit in 2012 and an additional income tax benefit of $7 million in 2013 from a revised estimate of state income taxes related to the sale. The results for EMG in 2012 also include a write-down of an investment.

15




Income (Loss) from Discontinued Operations (Net of Tax)
Income (loss) from discontinued operations, net of tax, was $185 million, $36 million and $(1.69) billion for the years ended December 31, 2014, 2013 and 2012, respectively. The 2014 income reflects earnings of $168 million due to the completion of the Amended Plan of Reorganization, including transactions recorded in 2014 associated with the sale of substantially all of EME's assets to NRG Energy, Inc. and other transactions called for in the EME Settlement Agreement. The 2014 income also includes income tax benefits of $39 million from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other impacts related to EME. In addition, discontinued operations reflect an income tax loss of $22 million in 2014 compared to a benefit of $36 million in 2013 from revised estimates of the tax impact of a tax deconsolidation of EME from Edison International as originally contemplated prior to the EME Settlement.
The 2012 loss reflects an earnings charge of $1.3 billion due to the full impairment of the investment in EME during the fourth quarter of 2012 as a result of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, a provision for losses from the EME bankruptcy and estimated tax impacts related to the tax deconsolidation and separation of EME from Edison International. The 2012 loss also reflects a $53 million earnings charge associated with the divestiture by Homer City of substantially all of its remaining assets and certain specified liabilities. For additional information, see "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations."
LIQUIDITY AND CAPITAL RESOURCES
SCE
SCE's ability to operate its business, fund capital expenditures, and implement its business strategy is dependent upon its cash flow and access to the capital markets. SCE's overall cash flows fluctuate based on, among other things, its ability to recover its costs in a timely manner from its customers through regulated rates, changes in commodity prices and volumes, collateral requirements, interest obligations, dividend payments to Edison International, and the outcome of tax and regulatory matters.
SCE expects to fund its 2015 obligations, capital expenditures and dividends through operating cash flows, tax benefits and capital market financings of debt and preferred equity, as needed. SCE also has availability under its credit facilities to fund requirements.
The Tax Increase Prevention Act of 2014 extended 50% bonus depreciation for qualifying property retroactive to January 1, 2014 and through 2015 for certain long production period property. This extension is expected to benefit cash flow in 2015 as SCE utilizes net operating losses to reduce tax liabilities. The impact on cash flow represents an annual forecastacceleration of tax benefits that would have otherwise been deductible over the life of the qualifying assets.
Available Liquidity
At December 31, 2014, SCE had $2.27 billion available under its $2.75 billion credit facility, for further details see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." SCE may finance unrecovered power procurement-related costs that it expectsas well as other balancing account undercollections and working capital requirements to incursupport operations and capital expenditures with commercial paper or other borrowings, subject to availability in the capital markets.
In January 2015, SCE issued $550 million of 1.845% amortizing first and refunding mortgage bonds due in 2022, $325 million of 2.40% first and refunding mortgage bonds due in 2022, $425 million of 3.6% first and refunding mortgage bonds due in 2045. The amortizing first and refunding mortgage bonds have been designated as a financing of the San Onofre regulatory asset. The proceeds were used to repay outstanding debt and for general corporate purposes.
Debt Covenant
The debt covenant in SCE's credit facility limits its debt to total capitalization ratio to less than or equal to 0.65 to 1. At December 31, 2014, SCE's debt to total capitalization ratio was 0.44 to 1.

16




Capital Investment Plan
SCE forecasts capital expenditures for 2015 – 2017 in the range of $11.8 billion to $13.4 billion. The high end of the range reflects the requested level of spending in the GRC and other CPUC proceedings. The low end of the range reflects a 12% reduction from requested levels using management judgment based on historical experience. The completion of projects, the timing of expenditures, and the associated cost recovery may be affected by permitting requirements and delays, construction schedules, availability of labor, equipment and materials, financing, legal and regulatory approvals and developments, community requests or protests, weather and other unforeseen conditions.
SCE's 2014 actual capital expenditures (including accruals) and the 2015 – 2017 forecast for major capital expenditures are set forth in the table below:
(in millions) 
2014
Actual
2015201620172015 – 2017 Total
Transmission $888
$785
$1,323
$1,238
$3,346
Distribution 2,871
3,095
3,217
3,085
9,397
Generation 208
215
226
202
643
Total estimated capital expenditures1
 $3,967
$4,095
$4,766
$4,525
$13,386
Total estimated capital expenditures for 2015 – 2017 (using the range discussed above)  $3,604
$4,194
$3,981
$11,779
1
Included in SCE's capital expenditures plan are projected environmental capital expenditures of approximately 15% for each year presented. The projected environmental capital expenditures are to comply with laws, regulations, and other nondiscretionary requirements.
Capital expenditures for projects under CPUC jurisdiction are recovered through the authorized revenue requirement in SCE's general rate cases or through other CPUC-authorized mechanisms. Recovery of planned capital expenditures for projects under CPUC jurisdiction for 2015 through 2017 are subject to the outcome of the 2015 GRC or other CPUC approvals. Recovery for 2015 – 2017 planned expenditures for projects under FERC jurisdiction will be pursued through FERC-authorized mechanisms.
Transmission Projects
A summary of SCE's large transmission and substation projects during the subsequent year.next three years is presented below:
Project NameProject Lifecycle PhaseScheduled in Service Date
Direct Expenditures1(in millions)
2015 – 2017 Forecast (in millions)
Tehachapi 4-11In construction2016 – 2017$2,430
$500
West of DeversIn licensing2019 – 20201,034
542
Coolwater-LugoIn licensing2018740
602
1
Direct expenditures include direct labor, land and contract costs incurred for the respective projects and exclude overhead costs that are included in the capital expenditures forecasted for 2015 – 2017.
Tehachapi Project
The Tehachapi Project consists of new and upgraded electric transmission lines and substations between eastern Kern County and San Bernardino County and was undertaken to bring renewable resources in Kern County to energy consumers in the Los Angeles basin and the California energy grid. The project consists of eleven segments. Segments 1-3 were placed in service beginning in 2009 through 2013. Portions of segments 4-11 were placed in service in 2013 with the remaining portions expected to be in service in 2015 and 2017.
The maximum cost estimate used by the CPUC to determine public need for segments 4-11 was established in 2009 at $1.5 billion in 2009 dollars, which was lower than SCE’s requested cost estimate of $1.7 billion (cost estimates made in Tehachapi regulatory filings are in constant dollars in the year of the filing and include direct expenditures and corporate overhead costs). Subsequently, the estimated costs of the project increased due to a number of factors, including engineering scope/design changes, licensing delays, added environmental mitigation and compliance costs, and added construction costs. In addition, the CPUC has establishedordered SCE to underground a "trigger" mechanism3.5-mile portion of the line that traverses Chino Hills; setting a

17




maximum cost estimate in 2013 of $224 million for the ERRA balancing accountunderground portion. The cost estimate that allowsSCE had proposed in 2013 for the underground portion of the Tehachapi Project was $372 million. Separately, during 2013, the CPUC ordered SCE to implement FAA-related scope changes, such as aviation marking and lighting. Including the underground portion of the line, the CPUC has acknowledged a total maximum cost estimate to determine public need in 2013 of as much as $2.2 billion to $2.3 billion. Because SCE has not completed final engineering on all aspects of segments 4-11, SCE has not yet filed a petition for modification with the CPUC for the current 2014 cost estimate of $2.7 billion. Opposition in other communities affected by the project could potentially cause further delays and additional costs. Cost recovery for the project is subject to FERC review and approval.
West of Devers Project
West of Devers Project will upgrade SCE's existing West of Devers transmission line system by replacing a portion of the existing 220 kV transmission lines and associated structures with higher-capacity transmission lines and structures. The West of Devers project is intended to facilitate the delivery of electricity produced by new electric generation resources that are being developed or planned in eastern Riverside County.
Coolwater-Lugo Transmission Project
The Coolwater-Lugo Project will provide additional 220 kV transmission capacity needed in the Kramer Junction and Lucerne Valley areas of San Bernardino County to alleviate an existing bottleneck in order to facilitate interconnection of current and future renewable generation projects. The Coolwater-Lugo scope primarily consists of installing new transmission lines and new substation facilities. The operator of the Coolwater Generating Station has informed the CPUC of its intent to permanently retire the station. Under the CAISO's tariff, the operator will retain deliverability priority to the existing line for a rate adjustment ifperiod of at least three years, absent the balancing account over-commitment by the operator not to repower or under-collection exceeds 5% of SCE's prior year's revenue that is classified as generation for retail rates. For 2014,restart the trigger amount is approximately $289 million. At December 31, 2013, SCE's undercollection instation. SCE believes it would be premature to delay licensing. However should the ERRA balancing account was approximately $1 billion, dueoperator commit to delays in regulatory decisions andnot repower or restart the deferral of San Onofre costs tostation, the OII proceeding. For further informationcapacity on the status of the ERRA undercollection, see "Management Overview—ERRA Balancing Account" in the MD&A.
The majority of procurement-related costs eligible for recovery through cost-recovery rates are pre-approved by the CPUC through specific decisions and a procurement plan with predefined standards that establish the eligibility for cost recovery. If such costs are subsequently foundlines would become available to be non-compliant with this procurement plan, then this could negatively impact SCE's earnings and cash flows.other generators. In addition, the CPUC retrospectively reviews outages associated with utility-owned generationupcoming CAISO deliverability reassessment study could affect the need for this project. SCE has obtained FERC approval for abandoned plant cost recovery in the event the project is not completed.
Competitive Transmission Projects
SCE no longer has a federally-based right to construct certain of the new transmission facilities in its service territory and SCE's power procurement contract administration activities throughmust competitively bid on such projects. In January 2015, the annual ERRA review proceeding. IfCAISO reported that SCE was one of six bidders that it will consider to build and own the Delaney Colorado River transmission project. The CAISO estimated that the project will cost approximately $300 million, which is foundnot included in the table above. SCE expects a CAISO decision on the project award in the second half of 2015. For more information on transmission infrastructure competition, see "Business—SCE—Competition."
Distribution Projects
Distribution expenditures include projects and programs to be unreasonable or imprudent with respectmeet reliability, infrastructure replacement (including replacement of poles to its utility-owned generation outagesmeet current compliance and contract administration activities, then this could negatively impact SCE's earningssafety standards), customer load growth requirements, information and cash flows.
FERC
Revenue authorized by the FERC is intended to provide SCE with recovery of its prudently-incurred transmission costs, including a return on its net investment in transmission assets (alsoother technology and related facility requirements (sometimes referred to as "rate base""general plant"). In November 2013, the
Generation Projects
Generation expenditures include maintenance-related capital expenditures associated with Palo Verde and SCE's hydroelectric and gas-fired generation infrastructure and renewal of FERC approved SCE's settlement to implement a formula rate effective January 1, 2012 to determine SCE's FERC transmission revenue requirement, including its construction work in progress ("CWIP") revenue requirement that was previously recovered through a separate mechanism. Under operation of the formula rate, transmission revenue will be updated to actual cost of service annually. The transmission revenue requirementoperating licenses. Infrastructure expenditures include dam improvements, flowline and rates are updated each December, to reflect a forecast of costs for the upcoming rate period, as well as a true up of the transmission revenue to actual costs incurred by SCE in the prior calendar year on its formula rate. The FERC weighted average ROE, including projectsubstation refurbishments, and other incentives, is 10.45%powerline replacements. Equipment replacement expenditures include transformers, automation, switchgear, hydro turbine repowers, generator rewinds, and will remain in effect until at least June 30, 2015, when the moratorium, provided for in the settlement, on modifications to the formula rate tariff ends. For further information on the current FERC formula rates, related transmission revenue requirements and rate changes, see “Liquidity and Capital Resources—SCE—small generator replacements.
Regulatory Proceedings—FERC Formula Rates” in the MD&A.Proceedings

6




Retail Rates Structure
To develop retail rates, the authorized revenue requirements are allocated among all customer classes (residential, commercial, industrial, agricultural and street lighting) on a functional basis (i.e., generation, distribution, transmission, etc.). Specific rate components are designed to recover the authorized revenue allocated to each customer class.
SCE has a four-tier residential rate structure. Each tier represents a certain electricity usage level and within each increasing usage level, the electricity is priced at a higher rate per kilowatt hour. The first tier is a baseline tier and has the lowest rate per kilowatt hour. "Baseline" refers to a specific amount of energy allocated for residential customers that is charged at a lower price than energy used in excess of that amount. Baseline allowances are determined by SCE for approval by the CPUC using average residential electricity consumption for nine geographical regions in southern and central California.
The intent of the baseline allowance and the tiered structure is to provide a portion of reasonable energy needs (baseline usage) of residential customers at the lowest rate, and to encourage conservation of energy by increasing the rate charged as energy usage increases. Although, for more than a decade, statutory restrictions on increasing Tier 1 and 2 rates resulted in shifting much of the cost of residential rate increases to the higher tier/usage customers, the California legislature passed a law ("AB 327") in October 2013 that lifts the restrictions on Tier 1 and 2 rates. The law also returns to the CPUC the authority to authorize an increase in residential customer charges (beginning in January 2015 at the earliest, which can aid in recovering more of SCE’s fixed costs of serving residential customers. In connection with an open rulemaking proceeding at the CPUC, SCE has proposed to reduce the rate ratio between the four tiers so that more revenues are collected from Tier 1 and 2 customers, which will relieve the pressure on upper-tier rates, and a decision is expected on this proposal by summer 2014. SCE also expects to include a proposal for an increased customer charge in a subsequent phase of the rulemaking.
Energy Efficiency Incentive Mechanism
In December 2012,2014, the CPUC adoptedawarded SCE an energy efficiency incentive mechanismof $22 million for the 2010 – 2012 and 2013 energy efficiency program performance period.years. The mechanism uses an incentive calculation that is based on actualCPUC has not completed its assessment of energy efficiency expenditures. The December 2012 CPUC decision provided shareholderfixed price contract cost accounting practices which could result in additional earnings of $6.2 million for the 2010 program performance period and allows SCE the opportunity to claim future shareholder earnings in both 2013 and 2014 associated with SCE's 2011 and 2012 program performance periods using this incentive calculation. In September 2013,years. There is no assurance that the CPUC adopted a new energy efficiency incentive mechanism called the Energy Savings and Performance Incentive Mechanism ("ESPI"). The ESPI will apply starting with the 2013 – 2014 energy efficiency program cycle and continuemake an award for subsequent cycles, until further notice. The ESPI is comprised of performance/savings rewards and management fees based on actual energy efficiency expenditures and does not contain any provisions for penalties. The proposed ESPI schedule for earning claims anticipates payments of the incentive rewards occurring between one and two years after the relevant programgiven year. For further discussion of SCE's energy efficiency incentive awards, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—Energy Efficiency Incentive Mechanism" in the MD&A.
Purchased Power and Fuel Supply
SCE obtains power needed to serve its customers primarily from purchases from qualifying facilities, independent power producers, the CAISO, and other utilities as well as from its generating facilities.
Natural Gas Supply
SCE requires natural gas to meet contractual obligations for power tolling agreements (power contracts in which SCE has agreed to provide or pay for the natural gas burned to generate electricity). SCE also requires natural gas to fuel its Mountainview and peaker plants, which are generation units that are designed to operate in response to changes in demand for power. The physical natural gas purchased by SCE is subject to competitive bidding.
Nuclear Fuel Supply
SCE had various nuclear fuel supply commitments for San Onofre Units 2 and 3. As a result of the decision to permanently retire San Onofre Units 2 and 3, SCE has submitted fuel contract delivery cancellation notices for these contractual arrangements. For more information, see "Management Overview—Permanent Retirement of San Onofre" in the MD&A and "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Other Contingencies."

718




For Palo Verde, contractual arrangements are in place covering 100%In November 2014, TURN and the ORA filed separate petitions with the CPUC asking for the rescission of the projected nuclear fuel requirements throughCPUC's December 2010 energy efficiency decision that awarded the years indicated below.California investor-owned utilities incentive awards, including a final, trued up incentive payment of $24.1 million to SCE for savings achieved by its 2006 – 2008 energy efficiency programs. Prior CPUC decisions had awarded SCE $50.4 million for savings achieved by its 2006 – 2008 energy efficiency programs. The TURN and ORA petitions allege that ex parte communications between PG&E and the former president of the CPUC, which were disclosed in an October 2014 report filed by PG&E, taint the entire 2010 energy efficiency decision and that the decision should be vacated. SCE disputes the assertion that SCE should be at risk to repay previously awarded incentives. It is currently uncertain how these petitions will be considered by the CPUC.
Uranium concentrates2016
Conversion2016
Enrichment2020
Fabrication2016
CAISO Wholesale Energy MarketFERC Formula Rates
In CaliforniaNovember 2014, SCE filed its 2015 annual update with the FERC with the rates effective from January 1, 2015 to December 31, 2015. The update provided support for an increase in SCE's transmission revenue requirement of $89 million or 10.8% over amounts currently authorized in rates. The primary reason for the increase is the inclusion of costs associated with several large transmission projects that were completed in 2013, including Devers-Colorado River, Eldorado-Ivanpah, and other states, therethe Red Bluff substation.
ERRA Forecast Filing 2015
Rates related to fuel and purchased power are wholesale energy markets through which competing electricity generators offer their electricity outputset annually based on a forecast of the costs SCE expects to market participants, including electricity retailers. Each state's wholesale electricity market is generally operated by its state ISO or a regional RTO. California's wholesale electricity market is operated by the CAISO. The CAISO schedules power in hourly increments with hourly prices through a real-time and day-ahead market that combines energy, ancillary services, unit commitment and congestion management. SCE participatesincur in the day-aheadfollowing year. Actual fuel and real-time markets forpower costs that are either greater or less than the sale of its generation and purchases for its load requirements.
The CAISO uses a nodal locational pricing model, which sets wholesale electricity prices at system points ("nodes") that reflect local generation and delivery costs. Generally, SCE schedules its electricity generation to serve its load but when it has excess generation or the market price of power is more economic than its own generation, SCE may sell power from utility-owned generation assets and existing power procurement contracts into, or buy generation and/or ancillary services to meet its load requirements from, the day-ahead market. SCE will offer to buy its generation at nodes near the source of the generation, but will take delivery at nodes throughout SCE's service area. Congestion may occur when available energy cannot be delivered due to transmission constraints, which results in transmission congestion charges and differences in prices at various nodes. The CAISO also offers congestion revenue rights or CRRs, a commodity that entitles the holder to receive (or pay) the value of transmission congestion between specific nodes, acting as an economic hedge against transmission congestion charges.
Competition
SCE faces retail competitionforecast are tracked in the sale of electricity to the extent that federalERRA balancing account and California laws permit other entities to provide electricity and related servicescollected from or refunded to customers withinin subsequent periods depending upon whether the balancing account is under collected or over collected. In December 2014, the CPUC issued a proposed decision on SCE's service area. While California law provides only limited opportunities2015 ERRA forecast application adopting an annual revenue requirement of $5.59 billion, an increase of approximately $437 million over the 2014 revenue requirement. SCE expects to implement this requirement in rates in the first half of 2015.
Energy Storage Requirements
In October 2013, the CPUC issued a decision adopting policies and targets for customers in SCE's service area to choose to purchase power directly from an energy service provider other than SCE, a California statute was adopted in 2009 that permits a limited, phased-in expansion of customer choice (direct access) for nonresidential customers. SCE also faces competition from citiesstorage procurement. Under the Energy Storage Procurement Framework and municipal districts that create municipal utilities or community choice aggregators. Competition between SCE and other electricity providers is conducted mainly on the basis of price.
SCE also faces increased competition from distributed power generation alternatives, such as roof-top solar facilities, becoming available to its customers as a result of technological developments, federal and state subsidies, and declining costs of such alternatives.
Distributed power generation’s competitiveness has been fostered by legislation passed in 1995, when distributed power generation systems were first introduced to the marketplace. The legislation was meant to encourage private investment in renewable energy resources by both residential and non-residential customers and required SCE to offer a net energy metering ("NEM") billing option to customers who install eligible distributed power generation systems to supply all or part of their energy needs.Design Program, SCE is required to offerprocure a total of 580 MW (of the NEM option until the1,325 total generating capacity used by NEM customers exceeds 10% of SCE’s aggregate customer peak demand (the "NEM Cap").
NEM customers are interconnected to SCE’s grid and creditedMW for the net difference betweenthree California investor-owned utilities) of energy storage by 2020 and to install and deliver the electricitystorage to the electric grid by the end of 2024. SCE suppliedmay request deferment of up to them through80% of its procurement targets if it can show unreasonableness of cost or lack of an operationally viable number of bids in the grid and the electricity the customer exported to SCE over a twelve month period.solicitations. SCE is required to creditlaunch competitive solicitations in 2014, 2016, 2018, and 2020. SCE is also required to file an application for procuring the NEM customerspecified energy storage resources before each procurement cycle and solicitation. SCE's first Energy Storage Procurement Application was filed on March 1, 2014 and its first energy storage solicitation was launched on December 1, 2014. In October 2014, the CPUC issued a decision allowing the overall energy storage procurement target to be reduced by energy storage that is procured in other solicitations or developed by the utilities. The decision reduced SCE's original target for the 2014 energy storage solicitation from a 90 MW minimum to 16.3 MW, by crediting SCE for 50 MW of transmission-interconnected, 13.68 MW of distribution-interconnected, and 10 MW of customer-side energy storage capacity.
SCE Dividends
During 2014, SCE made $378 million in dividend payments to its parent, Edison International. Future dividend amounts and timing of distributions are dependent upon several factors including the level of capital expenditures, operating cash flows and earnings. See "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividend Restrictions" for discussion of dividend restrictions.
Margin and Collateral Deposits
Certain derivative instruments, power they sell backprocurement contracts and other contractual arrangements contain collateral requirements. Future collateral requirements may differ from the requirements at December 31, 2014, due to SCE at the full retail rate. Throughaddition of incremental power and energy procurement contracts with collateral requirements, if any, and the credit they receive, NEM customers effectively avoid paying costs for the grid, which include allimpact of changes in wholesale power and natural gas prices on SCE's contractual obligations.
Some of the fixed costs ofpower procurement contracts contain provisions that require SCE to maintain an investment grade credit rating from the poles, wires, meters, advanced technologies, and other infrastructure that makesmajor credit rating agencies. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the grid safe, reliable, and able to accommodate solar panelsliability or other distributed generation systems. In addition, NEM customers are exempted from standby and departing load charges and interconnection-related costs.post additional collateral.

819




AB 327 directsThe table below provides the CPUC to address this subsidization through: rate reform, which includes the impositionamount of fixed charges on both NEM and non-NEM customers; the development of a new standard billing contract for customers who install distributed generation systems after July 2017 or the attainment of the NEM Cap; and a transition period over which customers who received NEM billing prior to new standard billing contract period will transition to the new contract. The new standard billing contract will be based on the actual costs and benefits of distributed power generation.
The effect of these types of competition oncollateral posted by SCE generally is to reduce the number of customers purchasing power from SCE in the case of alternative electricity provider and to level the demand for power from SCE in the case of customers who self-generate. However customers who use alternative electricity providers, typically continue to utilize and pay for SCE's transmission and distribution services. See "Item 1A. Risk Factors—Risks Relating to Southern California Edison Company—Regulatory Risks."
In the area of transmission infrastructure, SCE may experience increased competition from merchant transmission providers. The FERC has made changes to its transmission planning requirements withcounterparties as well as the goal of opening transmission development to competition from independent developers. In July 2011, the FERC adopted new rules that remove incumbent public utility transmission owners' federally-based right of first refusal to construct certain new transmission facilities. The rules direct regional entities, such as ISOs, to create new processespotential collateral that would allow other providers to develop certain typesbe required as of new transmission projects. The CAISO filed its processes, as required by the rule, with the FERC in October 2012. The FERC has not yet approved all of these processes. The majority of SCE's 2013 – 2014 transmission capital forecast relates to transmission projects that have been approved by the CAISO and barring a re-evaluation under the new rules, will not be subject to the new processes. The impact of the new rules on future transmission projects will depend on the processes ultimately implemented by regional entities.
Properties
SCE supplies electricity to its customers through extensive transmission and distribution networks. Its transmission facilities, which include sub-transmission facilities and are located primarily in California but also in Nevada and Arizona, deliver power from generating sources to the distribution network and consist of lines ranging from 33 kV to 500 kV and substations. SCE's distribution system, which takes power from substations to customers, includes over 53,000 line miles of overhead lines, 37,000 line miles of underground lines and approximately 800 distribution substations, all of which are located in California. SCE owns the generating facilities listed in the following table:December 31, 2014.
Generating Facility 
Location
(in CA, unless
otherwise noted)
 Fuel Type Operator 
SCE's
Ownership
Interest (%)
Net Physical
Capacity
(in MW)
 
SCE's Capacity
pro rata share
(in MW)
Hydroelectric Plants (36) Various Hydroelectric SCE 100%1,176
  1,176
 
Pebbly Beach Generating Station Catalina Island Diesel SCE 100%9
  9
 
Mountainview Units 3 and 4 Redlands Natural Gas SCE 100%1,050
  1,050
 
Peaker Plants (5) Various Gas fueled, Combustion Turbine SCE 100%245
  245
 
Palo Verde Nuclear Generating Station Phoenix, AZ Nuclear APS 15.8%3,739
  591
 
Solar PV Plants (25) Various Photovoltaic SCE 100%91
  91
 
Total        
6,310
  3,162
 
(in millions)  
Collateral posted as of December 31, 20141
 $208
Incremental collateral requirements for power procurement contracts resulting from a potential downgrade of SCE's credit rating to below investment grade 112
Posted and potential collateral requirements2
 $320
1
Net collateral provided to counterparties and other brokers consisted of $61 million of cash which was offset against net derivative liabilities on the consolidated balance sheets, $36 million of cash reflected in "Other current assets" on the consolidated balance sheets and $111 million in letters of credit and surety bonds.
2
SCE's total posted and potential collateral requirements may increase by $41 million based on SCE's forward positions as of December 31, 2014 due to adverse market price movements over the remaining lives of the existing power procurement contracts using a 95% confidence level.
Regulatory Balancing Accounts
In June 2013,SCE's cash flows are affected by regulatory balancing accounts over- or under-collections. Over- and under-collections represent differences between cash collected in current rates for specified forecasted costs and the costs actually incurred. With some exceptions, SCE decidedseeks to permanently retireadjust rates on an annual basis or at other designated times to recover or refund the remaining Units at San Onofre. For more information, seebalances recorded in its balancing account. Under- or over-collections in these balancing accounts impact cash flows and can change rapidly. Over- and under-collections accrue interest based on a three-month commercial paper rate published by the Federal Reserve.
As of December 31, 2014, SCE had regulatory balancing account net over-collections of $331 million, primarily consisting of $1.36 billion of overcollections related to public purpose-related and energy efficiency program costs, GHG auction revenue and generator settlements. Over-collections for public purpose-related programs are expected to decrease as costs are incurred to fund programs established by the CPUC. Generator settlements over-collections are expected to be refunded through a rate adjustment in 2015. The overcollections were partially offset by under-collections of $1.03 billion related to fuel and power procurement-related costs. See "Management Overview—Permanent Retirement of San Onofre " inand San Onofre OII Settlement" for a discussion of the MD&A.
On December 30, 2013, SCE completed the sale of its interest in Four Corners to APS.ERRA undercollection. See "Item 8. Notes"Notes to Consolidated Financial Statements—Note 2. Property, Plant10. Regulatory Assets and Equipment"Liabilities" for morefurther information.
Edison International Parent and Other
Edison International Parent and Other's liquidity and its ability to pay operating expenses and dividends to common shareholders are dependent on dividends from SCE and access to bank and capital markets. At December 31, 2014, Edison International had $631 million available under its $1.25 billion credit facility. For further details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Edison International may finance working capital requirements to support operations and capital expenditures with commercial paper or other borrowings, subject to availability in the capital markets. The debt covenant in Edison International's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.65 to 1 as defined in the credit agreement. The Edison International's consolidated debt to total capitalization ratio was 0.48 to 1 at December 31, 2014.
EME Settlement Agreement
In August 2014, Edison International entered into an amendment of the EME Settlement Agreement that finalized the remaining matters related to the EME Settlement. Edison International is obligated to make payments of $204 million on September 30, 2015 and $214 million on September 30, 2016. Edison International intends to make these payments from realization of state tax benefits or issuance of commercial paper or other borrowings. Edison International has $1.1 billion of net operating loss and tax credit carryforwards at December 31, 2014 retained by EME which are available to offset future consolidated taxable income or tax liabilities. As a result of the extension of 50% bonus depreciation for qualifying property under the Tax Increase Prevention Act of 2014, realization of these tax benefits has been deferred (currently forecasted through 2018). The timing of realization of these tax benefits may be further delayed in the event of future extensions of bonus depreciation and the value of the net operating loss carryforwards could be permanently reduced in the event that tax reform decreased the current corporate tax rate.

920




San OnofreEdison Energy Subsidiary Financings
During the third quarter of 2014, indirect subsidiaries of Edison Energy entered into three non-recourse debt and certaintax equity financings designed to fund a portion of SCE's substations, and portionstheir capital requirements for approximately 35 megawatts of its transmission, distribution and communication systemssolar rooftop projects. The projects are located on lands owned by the federal, state or local governments under licenses, permits, easements or leases, or on public streets or highways pursuantexpected to franchises. Certain of the documents evidencing such rights obligate SCE, under specified circumstances and at its expense, to relocate such transmission, distribution, and communication facilities located on lands owned or controlled by federal, state, or local governments. In particular, the easement granted by the U.S. Navy for San Onofre gives the Navy the right to set site-restoration requirements, which could exceed the NRC requirements and require SCE to restore the site to its original condition.
The majority of SCE's hydroelectric plants and related reservoirs are located in whole or in part on U.S.-owned lands and are subject to FERC licenses. Slightly over half of these plants have FERC licenses that expire at various times between 2021 and 2046. SCE continuously monitors and maintains these licenses. FERC licenses impose numerous restrictions and obligations on SCE, including the right of the United States to acquire projects upon payment of specified compensation. When existing licenses expire, the FERC has the authority to issue new licensessell their output to third parties that have filed competing license applications, but only if their license applicationunder long-term power purchase agreements with terms ranging from 15 to 20 years. Completion of the construction phase of these projects is superior to SCE's and then only upon payment of specified compensation to SCE. New licenses issued to SCE are expected to contain more restrictions and obligations than the expired licenses because laws enacted since the existing licenses were issued require the FERC to give environmental objectives greater consideration in the licensing process. Substantially all of SCE's properties are subject to the lien of a trust indenture securing first and refunding mortgage bonds. See "Item 8. Notesby mid-2015, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Seasonality
Due to warm weather during the summer months and SCE's rate design, operating revenue during the third quarter of each year is generally higher than the other quarters.Historical Cash Flows
ENVIRONMENTAL REGULATION OF EDISON INTERNATIONAL AND SUBSIDIARIESSCE
Legislative
(in millions)2014 2013 2012
Net cash provided by operating activities$3,660
 $3,048
 $4,086
Net cash provided by financing activities181
 508
 256
Net cash used by investing activities(3,857) (3,547) (4,354)
Net increase (decrease) in cash and cash equivalents$(16) $9
 $(12)
Net Cash Provided by Operating Activities
The following table summarizes major categories of net cash provided by operating activities as provided in more detail in SCE's consolidated statements of cash flows for 2014, 2013 and 2012.
 Years ended December 31, Change in cash flows
(in millions)201420132012 2014/20132013/2012
Net income$1,565
$1,000
$1,660
 
 
Non cash items1
2,381
2,631
1,911
   
    Subtotal$3,946
$3,631
$3,571
 $315
$60
Changes in cash flow resulting from working capital2
79
(182)346
 261
(528)
Derivative assets and liabilities, net(40)(30)(86) (10)56
Regulatory assets and liabilities, net(358)(322)34
 (36)(356)
Other noncurrent assets and liabilities, net33
(49)221
 82
(270)
Net cash provided by operating activities$3,660
$3,048
$4,086
 $612
$(1,038)
1
Non cash items include depreciation, decommissioning and amortization, allowance for equity during construction, impairment and other charges, deferred income taxes and investment tax credits and other.
2
Changes in working capital items include receivables, inventory, accounts payable, prepaid and accrued taxes, and other current assets and liabilities.
Net income and non cash items increased in 2014 by $315 million from 2013 and increased in 2013 by $60 million from 2012. The increase in both periods was primarily due to rate base growth. The factors that impacted these items are discussed under "Results of Operations—SCE—Utility Earning Activities." In 2012, SCE recognized $231 million of additional tax benefits related to repair deductions resulting from the 2012 GRC which are reflected in net income and an increase in regulatory activitiesassets.
Changes in cash flows related to working capital items increased in 2014 by federal, state,$261 million and local authoritiesdecreased by $528 million from 2012. In 2014, SCE had net tax refunds of approximately $88 million, compared to net tax payments of $28 million in the United States relating2013 and net tax refunds of $279 million in 2012. The refunds in 2014 and 2012 were due to energy and the environment impose numerous restrictions on the operation of existing facilities and affect the timing, cost, location, design, construction and operation of new facilities by Edison International's subsidiaries, as well as the cost of mitigating the environmental impacts of past operations. The environmental regulations and other developments discussed below may impact SCE's fossil-fuel fired power plants and fossil-fuel power plants owned by othersnet operating loss carrybacks to periods that SCE purchases powerpreviously had taxable income. In 2014 and 2013, SCE had severance payments of $22 million and $151 million, respectively, related to the workforce reductions. During 2012, SCE had proceeds of $68 million from U.S. Treasury grants.
Net cash provided by operating activities was also impacted by changes in regulatory assets and accordingly, the discussionliabilities, including changes in this section focuses mainly on regulations applicable to California. For more information on environmental risks, see "Item 1A. Risk Factors—Risks Relating to Southern California Edison Company—Environmental Risks."
Edison International andover (under) collections of balancing accounts. SCE continue to monitor legislative and regulatory developments and to evaluate possible strategies for compliance with environmental regulations. Additional information about environmental matters affecting Edison International and its subsidiaries, including projected environmental capital expenditures, is included in the MD&A under the heading "Liquidity and Capital Resources—SCE—Capital Investment Plan" and in "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Environmental Remediation."
Air Quality
The CAA, which regulates air pollutants from mobile and stationary sources, has a significantnumber of balancing accounts under CPUC decisions, which impact cash flows based on the operationdifferences between timing of fossil fuel plants. The CAA requires the US EPA to establish concentration levels in the ambient air for six criteria pollutants to protect public healthcollection of amounts through rates and welfare. These concentration levels are known as NAAQS. The six criteria pollutants are carbon monoxide, lead, nitrogen dioxide, ozone, particulate matter, and SO2.
Federal environmental regulations of these criteria pollutants require states to adopt state implementation plans, known as SIPs, for certain pollutants, which detail how the state will attain the standards that are mandated by the relevant law or regulation. The SIPs must be equal to or more stringent than the federal requirements and must be submitted to the US EPA for approval. Each state identifies the areas within its boundaries that meet the NAAQS (attainment areas) and those that do not (non-attainment areas), and must develop a SIP both to bring non-attainment areas into compliance with the NAAQS and to maintain good air quality in attainment areas. If the attainment status of areas changes, states may be required to develop new SIPs that address the changes. Much of southern California is in a non-attainment area for several criteria pollutants.
National Ambient Air Quality Standards
In 2010, the US EPA proposed a revision to the primary and secondary NAAQS for 8-hour ozone that it had finalized in 2008. The 8-hour ozone standard established in 2008 was 0.075 parts per million but the implementation process must be completed before the 0.075 parts-per-million standard can be enforced. The US EPA issued initial area designations of attainment, nonattainment, and unclassifiable areas across the nation in 2012. Areas in SCE's service area were classified inaccrual expenditures.

1021




various degreesWhile some balancing accounts are discrete, (for example, the Four Corners memorandum account related to the sale of nonattainment, includingSCE's interest or the greater Los Angeles area (known asgenerator settlements), other balancing accounts are ongoing with changes generally collected in the South Coast Air Basin),following year. During 2014 and 2013, cash flows were lower, whereas in 2012 cash flows were higher due to the impact of regulatory assets and liabilities. The impact on cash flow from the two principal balancing accounts are:
ERRA undercollections for fuel and power procurement-related costs for 2014 and 2013 were $1.03 billion and $1.0 billion, respectively, due to the amount and price of power and fuel being higher than forecasted (see "—Regulatory Proceedings—ERRA Forecast Filing – 2015" above). In 2012, SCE had ERRA overcollections of $135 million. In December 2014, SCE reclassified $540 million from regulatory liabilities to ERRA for collection of GRC revenue in excess of cost of service related to San Onofre consistent with its advice filing in November 2014.
The base rate revenue account ("BRRBA") tracks differences between amounts authorized by the CPUC in the GRC proceedings and amounts billed to customers. SCE had BRRBA overcollections of $5 million and $247 million in 2014 and 2013, respectively, and undercollections of $505 million in 2012. During 2014, the BRRBA account decreased by $242 million due primarily to refunds to customers of approximately $150 million, related to the sale of Four Corners in December 2013. During 2013, the BRRBA account impacted cash flows by $752 million primarily due to the implementation of the 2012 GRC decision which resulted in a rate increase in January 2013 to collect both the 2012 and 2013 rate increases. During 2012, the BRRBA account decreased cash flows by $267 million primarily due to the delay in the 2012 GRC decision which was designated as extreme nonattainment; Kern County (marginal nonattainment); Riverside County (severe nonattainment); Ventura County (serious nonattainment);not received until November 2012.
Cash flows provided (used) by other noncurrent assets and the San Joaquin Valley (extreme nonattainment). California isliabilities were $33 million, $(49) million and $221 million in the process2014, 2013 and 2012, respectively. Major factors affecting cash flow related to non-current assets and liabilities were activities related to SCE's nuclear decommissioning trusts and settlements relating to injuries and damages.
Net Cash Provided by Financing Activities
The following table summarizes cash provided by financing activities for 2014, 2013 and 2012. Issuances of developing air quality management plansdebt and updating its state implementation planpreference stock are discussed in "Notes to outline how compliance with the 2008 NAAQS will be achieved. The implementation plans may call for more stringent restrictions on air emissions, which could further increase the difficultyConsolidated Financial Statements—Note 5. Debt and Credit Agreements—Long-Term Debt" and "—Note 12. Preferred and Preference Stock of siting new natural gas fired generation in Southern California.
Water QualityUtility."
Clean Water Act
Regulations under the federal Clean Water Act dictate permitting and mitigation requirements for many of SCE's construction projects, and govern critical parameters at generating facilities, such as the temperature of effluent discharges and the location, design, and construction of cooling water intake structures at generating facilities. Federal standards intended
(in millions)2014 2013 2012
Issuances of first and refunding mortgage bonds, net$498
 $1,973
 $391
Payments of senior notes(600) (820) (6)
Net increases (decreases) in short-term borrowings, net490
 (1) (250)
Issuances of preference stock, net269
 387
 804
Payments of common stock dividends to Edison International(378) (486) (469)
Redemptions of preference stock
 (400) (75)
Bonds remarketed, net
 195
 
Bonds purchased
 (196) 
Payments of preferred and preference stock dividends(111) (101) (82)
Settlement of stock-based awards (facilitated by a third party)(188) (137) (103)
Other201
 94
 46
Net cash provided by financing activities$181
 $508
 $256
Net Cash Used by Investing Activities
Cash flows from investing activities are primarily due to protect aquatic organisms by reducing capture in the screens attached to cooling water intake structures (impingement) at generating facilities and the water volume brought into the facilities (entrainment) are expected to be finalized in the first quarter of 2014. Due to the decision to permanently retire San Onofre Units 2 and 3, SCE will seek relief from the federal standards in order to avoid material capital expenditures at San Onofre.
California Restriction on the Use of Ocean-Based Once-Through Cooling
California has a US EPA-approved program to issue individual or group permits for the regulation of Clean Water Act discharges. California also regulates certain discharges not regulated by the US EPA. In 2010, the California State Water Resources Control Board ("SWRCB") issued a final policy, which established significant restrictions on the use of ocean water by existing once-through cooled power plants along the California coast. The final policy required an independent engineering study to be completed prior to the fourth quarter of 2013 regarding the feasibility of compliance by California's two coastal nuclear power plants. SCE received a suspensionand investing activities of the requirementnuclear decommissioning trusts. Amounts paid for capital expenditures were $3.9 billion for 2014, $3.6 billion for 2013 and $4.1 billion for 2012, primarily related to perform the study pending the submittaltransmission, distribution and generation facilities. Net purchases of additional information to the SWRCB regarding the continued use of ocean water at San Onofre during decommissioning.nuclear decommissioning trusts' investments were $44 million, $98 million and $215 million for 2014, 2013 and 2012, respectively. See "Nuclear Decommissioning Trusts" below for further discussion. In NovemberDecember 2013, SCE submitted this additional information tocompleted the SWRCBsale of its ownership interest in Units 4 and is awaiting a decision on its request to be exempted from the requirements5 of the policy. If the SWRCB grants the exemption, further compliance-related capital expenditures at San Onofre will likely not be required.
Greenhouse Gas Regulation
There have been a numberFour Corners Generating Station which resulted in $181 million of federal and state legislative and regulatory initiatives to reduce GHG emissions. Any climate change regulation or other legal obligation that would require substantial reductions in GHG emissions or that would impose additional costs or charges for the emission of GHGs could significantly increase the cost of generating electricity from fossil fuels, as well as the cost of purchased power.
Federal Legislative/Regulatory Developments
In 2010, the US EPA issued the Prevention of Significant Deterioration ("PSD") and Title V Greenhouse Gas Tailoring Rule, known as the "GHG tailoring rule." This regulation generally subjects newly constructed sources of GHG emissions and newly modified existing major sources to the PSD air permitting program beginning in January 2011 (and later, to the Title V permitting program under the CAA); however, the GHG tailoring rule significantly increases the emissions thresholds that apply before facilities are subjected to these programs. The emissions thresholds for CO2 equivalents in the final rule vary from 75,000 tons per year to 100,000 tons per year, depending on the date and whether the sources are new or modified. In September 2013, the US EPA announced proposed carbon dioxide emissions limits for new power plants. President Obama has directed the US EPA to develop greenhouse gas emissions performance standards for existing plants by June 2015. Regulation of GHG emissions pursuant to the PSD program could affect efforts to modify SCE's facilities in the future, and could subject new capital projects to additional permitting or emissions control requirements that could delay such projects.
Since 2010, the US EPA's Final Mandatory GHG Reporting Rule has required all sources within specified categories, including electric generation facilities, to monitor emissions, and to submit annual reports to the US EPA by March 31 of each year. SCE's 2013 GHG emissions from utility-owned generation were approximately 6.7 million metric tons.
Regional Initiatives and State Legislation
Regional initiatives and state legislation also require reductions of GHG emissions and it is not yet clear whether or to what extent any federal legislation would preempt them. If state and/or regional initiatives remain in effect after federal legislation is enacted, utilities and generators could be required to satisfy them in addition to the federal standards.proceeds received.

1122




Nuclear Decommissioning Trusts
SCE's statement of cash flows includes activities of the Nuclear Decommissioning Trusts which are reflected in the following line items:
(in millions)

201420132012
Net cash provided by operating activities:
   Nuclear decommissioning trusts
$39
$76
$192
Net cash flow from investing activities:
   Proceeds from sale of investments
10,079
5,617
2,122
   Purchases of investments(10,123)(5,715)(2,337)
Net cash impact$(5)$(22)$(23)
Net cash provided by operating activities of the nuclear decommissioning trusts relate to interest and dividends less administrative expenses, taxes and decommissioning costs. Such activities represent the source (use) of the funds for investing activities. The net cash impact represents the contributions made by SCE, as collected through rates, to the nuclear decommissioning trusts. In future periods, SCE expects decommissioning costs of San Onofre to increase significantly. Such amounts will be reflected as a decrease in SCE net cash provided by operating activities and will be funded from sales of investments of the nuclear decommissioning trusts once approved by the CPUC. Decommissioning costs incurred prior to CPUC approval will be funded by SCE and are reflected as cash flow used by operating activities. See "Notes to Consolidated Financial Statements—Note 9. Other Investments" for further information.
Edison International Parent and Other
The table below sets forth condensed historical cash flow from continuing operations for Edison International Parent and Other.
(in millions)2014 2013 2012
Net cash used by operating activities$(412) $(81) $(115)
Net cash provided by financing activities464
 73
 20
Net cash provided (used) by investing activities(50) (25) 108
Net increase (decrease) in cash and cash equivalents$2
 $(33) $13
Net Cash Used by Continuing Operating Activities
Net cash from continuing operating activities decreased $331 million in California2014 compared to 2013 due to:
$225 million initial cash payment to the Reorganization Trust in April 2014 related to the EME Settlement Agreement, see "Management Overview—Resolution of Uncertainty Related to EME in Bankruptcy" for further information;
Net payments of $120 million to the IRS, which included a $189 million deposit related to open tax years 2003 through 2006; and
The timing of payments and receipts relating to interest and operating costs.
Net cash from continuing operating activities increased $34 million in 2013 compared to 2012 primarily due to the timing of payments and receipts relating to interest, operating costs and income taxes.
Net Cash Provided by Continuing Financing Activities
Net cash provided by continuing financing activities were as follows:
(in millions) 2014 2013 2012
Dividends paid to Edison International common shareholders $(463) $(440) $(424)
Dividends received from SCE 378
 486
 469
Debt financing, net1
 589
 33
 (15)
1
Includes $5.1 million debt financing for Edison Energy, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Project Financings."

23




Net Cash Provided (Used) by Continuing Investing Activities
Net cash used by continuing investing activities during 2014 relate to Edison Energy's capital expenditures of $49 million.
Net cash provided by continuing investing activities during 2013 relate to Edison International's investment of $25 million in equity interests of competitive energy-related businesses, including the acquisition of SoCore Energy LLC, a distributed solar developer focused on commercial rooftop installations.
Contractual Obligations and Contingencies
Contractual Obligations
Edison International Parent and Other and SCE's contractual obligations as of December 31, 2014, for the years 2015 through 2019 and thereafter are estimated below.
(in millions) Total 
Less than
1 year
 1 to 3 years 3 to 5 years 
More than
5 years
SCE:          
Long-term debt maturities and interest1
 $18,714
 $757
 $1,764
 $1,225
 $14,968
Power purchase agreements:2
          
Renewable energy contracts 23,399
 1,009
 2,277
 2,373
 17,740
Qualifying facility contracts 969
 254
 408
 238
 69
Other power purchase agreements 4,875
 830
 1,453
 1,088
 1,504
Other operating lease obligations3
 623
 102
 206
 114
 201
Purchase obligations:4
          
Other contractual obligations 1,010
 86
 221
 131
 572
Total SCE5,6
 49,590
 3,038
 6,329
 5,169
 35,054
Edison International Parent and Other:          
Long-term debt maturities and interest1
 437
 12
 425
 
 
EME settlement payments7
 418
 204
 214
 
 
Total Edison International Parent and Other5
 855
 216
 639
 
 
Total Edison International6,8
 $50,445
 $3,254
 $6,968
 $5,169
 $35,054
1
For additional details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Amount includes interest payments totaling $8.75 billion and $36 millionover applicable period of the debt for SCE and Edison International Parent and Other, respectively.
2
Certain power purchase agreements entered into with independent power producers are treated as operating or capital leases. For further discussion, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
3
At December 31, 2014, SCE's minimum other operating lease payments were primarily related to vehicles, office space, nuclear fuel storage space and other equipment. For further discussion, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
4
For additional details, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies." At December 31, 2014, other commitments were primarily related to maintaining reliability and expanding SCE's transmission and distribution system.
5
At December 31, 2014, Edison International Parent and Other and SCE had estimated contributions to the pension and PBOP plans. SCE estimated contributions are $151 million, $156 million and $166 million in 2015, 2016 and 2017, respectively. Edison International Parent and Other estimated contributions are $27 million, $26 million and $23 million for the same respective periods. The estimated contributions are not available beyond 2017. These amounts represent estimates that are based on assumptions that are subject to change. See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for further information.
6
At December 31, 2014, Edison International and SCE had a total net liability recorded for uncertain tax positions of $576 million and $441 million, respectively, which is excluded from the table. Edison International and SCE cannot make reliable estimates of the cash flows by period due to uncertainty surrounding the timing of resolving these open tax issues with the IRS.

24




7
In August 2014, Edison International entered into an amendment of the Settlement Agreement to finalize the remaining matters related to the EME Settlement including setting the amount of the 2 installment payments,see "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations."
8
The contractual obligations table does not include derivative obligations and asset retirement obligations, which are discussed in "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments," and "—Note 1. Summary of Significant Accounting Policies," respectively.
Contingencies
SCE has contingencies related to two laws governing GHG emissions. The first law,San Onofre, Four Corners Environmental Matters, Nuclear Insurance, Wildfire Insurance and Spent Nuclear Fuel which are discussed in "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
Environmental Remediation
SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the California Global Warming Solutions Actliability quarterly, by assessing a range of 2006 (also referred to as AB 32), establishes a comprehensive program to reduce GHG emissions. AB 32 required the California Air Resources Board ("CARB") to develop regulations, which became effective in 2012, that would reduce California's GHG emissions to 1990 levels by 2020. In December 2011, the CARB regulation was officially published establishing a California cap-and-trade program. In the California cap-and-trade program, all covered GHG emitters, including SCE, are subject to a “cap” on their emissions designed to encourage entities to reduce emissions from their operations. Covered entities must remit a compliance instrumentreasonably likely costs for each ton of carbon dioxide equivalent gas emittedidentified site using currently available information, including existing technology, presently enacted laws and can do so buying state-issued emission allowancesregulations, experience gained at auction or purchasing them in the secondary allowance market. GHG emitters can also meet up to 8% of their AB 32 cap-and-trade obligations by participating in verified offset programs, such as reforestation, that have recognized effects on reducing atmospheric GHGs. The first compliance period for the cap-and-trade program covers 2013-2014 GHG emissions. The most recent auction, held on November 19, 2013, cleared at $11.48/metric ton, $0.77 above the floor price of $10.71.
CARB regulations implementing a cap-and-trade programsimilar sites, and the cap-and-trade program itself, continueprobable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operations and maintenance, monitoring and site closure. Unless there is a probable amount, SCE records the lower end of this reasonably likely range of costs (classified as "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
As of December 31, 2014, SCE had identified 20 material sites for remediation and recorded an estimated minimum liability of $108 million. SCE expects to berecover 90% of its remediation costs at certain sites. See "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies" for further discussion.
Off-Balance Sheet Arrangements
EME has one leveraged lease investment and Edison Capital has investments in affordable housing projects that apply the subjectequity method of litigation. In 2012, environmental groups filed a case against CARB challenging the cap-and-trade program's offset provisions.accounting. These off-balance sheet transactions are not material to Edison International's consolidated financial statements. SCE intervened as part of a broad business coalition to support the provisions on offset programs. The Superior Court upheld the offset provisions but the case is on appeal. The California Chamber of Commercehas variable interests in power purchase contracts with variable interest entities and a private company filed suits allegingvariable interest in unconsolidated Trust I, Trust II and Trust III that the auction itself violated AB 32issued $475 million (aggregate liquidation preference) of 5.625%, $400 million (aggregate liquidation preference) of 5.10% and the California Constitution. The Superior Court consolidated the two suits and ruled in CARB's favor in November 2013. Plaintiffs have announced their intent$275 million (aggregate liquidation preference) of 5.75%, trust securities, respectively, to appeal.
The second law, SB 1368, required the CPUC and the CEC to adopt GHG emission performance standards that apply to California investor-owned and publicly owned utilities' long-term arrangements for the purchase of electricity. The standards that have been adopted prohibit these entities, including SCE, from entering into long-term financial commitments with generators that emit more than 1,100 pounds of CO2 per MWh, which is the performance of a combined-cycle gas turbine generator.
In 2011, California enacted a law to require California retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources, as defined in the statute. The CPUC set procurement quantity requirements applicable to SCE that incrementally increase to 33% over several periods between January 2011 and December 2020. The requirement remains at 33% of retail sales for each year thereafter. In October 2013, AB 327 was enacted to permit the CPUC to require the procurement of eligible renewable energy resources in excess of 33%; but the CPUC has not yet changed this requirement. SCE's delivery of eligible renewable resources to customers was 20% of its total energy portfolio for 2012 and is estimated to be approximately 22% of its total energy portfolio for 2013.
Litigation Developments
Litigation alleging that GHGs have caused damages for which plaintiffs seek recovery may affect SCE, whether or not it is named as a defendant. The legal developments in this area have focused on whether lawsuits seeking recovery for such alleged damages present questions capable of judicial resolution or political questions that should be resolved by the legislative or executive branches.
In 2011, the U.S. Supreme Court dismissed public nuisance claims against five power companies related to GHG emissions. In the dismissal, the Supreme Court ruled that the CAA, and the US EPA actions it authorizes, displace federal common law nuisance claims that might arise from the emission of GHGs. The Supreme Court also affirmed that at least some of the plaintiffs had standing to bring the case, but did not determine whether the CAA also preempts state law claims that might arise from the same circumstances.
Other suits alleging causes of action that include negligence, public and private nuisance, trespass, and violation of the public, trust have been dismissed on threshold grounds, including justiciability and standing, by several courts. However, various groupssee "Notes to Consolidated Financial Statements—Note 3. Variable Interest Entities."
Environmental Developments
For a discussion of plaintiffs continue to explore and assert legal theories under which they seek to obtain recovery for past alleged harm, or have courts issue rulings that will control levelsenvironmental developments, see "Business—Environmental Regulation of current and future GHG emissions. Thus, the defendants in the dismissed actions, including SCE and other Edison International subsidiaries, together with other industrial companies associated with GHG emissions, may be requiredand Subsidiaries."
MARKET RISK EXPOSURES
Edison International and SCE's primary market risks include fluctuations in interest rates, commodity prices and volumes, and counterparty credit. Derivative instruments are used to defend such actions in both statemanage market risks including market risks of SCE's customers. For a further discussion of market risk exposures, including commodity price risk, credit risk and federal courts for the foreseeable future.interest rate risk, see "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments" and "—Note 4. Fair Value Measurements."

1225




ITEM 1A.    Interest Rate Risk
Edison International and SCE are exposed to changes in interest rates primarily as a result of its financing and short-term investing and borrowing activities used for liquidity purposes, to fund business operations and to fund capital investments. The nature and amount of Edison International and SCE's long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. Fluctuations in interest rates can affect earnings and cash flows. Changes in interest rates may impact SCE's authorized rate of return for the period beyond 2015, see "Business—SCE—Overview of Ratemaking Process—CPUC" for further discussion. The following table summarizes the increase or decrease to the fair value of long-term debt including the current portion as of December 31, 2014, if the market interest rates were changed while leaving all other assumptions the same:
(in millions)Carrying Value Fair Value 10% Increase 10% Decrease
Edison International$10,738
 $12,319
 $11,846
 $12,828
SCE9,924
 11,479
 11,008
 11,986
Commodity Price Risk
SCE and its customers are exposed to the risk of a change in the market price of natural gas, electric power and transmission congestion. SCE's hedging program is designed to reduce exposure to variability in market prices related to SCE's purchases and sales of electric power and natural gas. SCE expects recovery of its related hedging costs through the ERRA balancing account or CPUC-approved procurement plans, and as a result, exposure to commodity price is not expected to impact earnings, but may impact timing of cash flows. SCE's hedging program reduces customer exposure to variability in market prices. As part of this program, SCE enters into energy options, swaps, forward arrangements, tolling arrangements, and congestion revenue rights ("CRRs"). The transactions are pre-approved by the CPUC or executed in compliance with CPUC-approved procurement plans.
Fair Value of Derivative Instruments
The fair value of derivative instruments is included in the consolidated balance sheets unless subject to an exception under the applicable accounting guidance. Realized gains and losses from derivative instruments are expected to be recovered from or refunded to customers through regulatory mechanisms and, accordingly, changes in SCE's fair value have no impact on earnings. SCE does not use hedge accounting for these transactions due to this regulatory accounting treatment. For further discussion on fair value measurements and the fair value hierarchy, see "Notes to Consolidated Financial StatementsNote 4. Fair Value Measurements."
The fair value of outstanding derivative instruments used to mitigate exposure to commodity price risk was a net liability of $927 million and $821 million at December 31, 2014 and 2013, respectively. The following table summarizes the increase or decrease to the fair values of the net liability of derivative instruments included in the consolidated balance sheets as of December 31, 2014, if the electricity prices or gas prices were changed while leaving all other assumptions constant:
(in millions)December 31, 2014
Increase in electricity prices by 10%$242
Decrease in electricity prices by 10%(198)
Increase in gas prices by 10%(68)
Decrease in gas prices by 10%69
Credit Risk
For information related to credit risks, see "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments."
Credit risk exposure from counterparties for power and gas trading activities is measured as the sum of net accounts receivable (accounts receivable less accounts payable) and the current fair value of net derivative assets (derivative assets less derivative liabilities) reflected on the consolidated balance sheets. SCE enters into master agreements which typically provide for a right of setoff. Accordingly, SCE's credit risk exposure from counterparties is based on a net exposure under these arrangements. SCE manages the credit risk on the portfolio for both rated and non-rated counterparties based on credit ratings using published ratings of counterparties and other publicly disclosed information, such as financial statements, regulatory filings, and press releases, to guide it in the process of setting credit levels, risk limits and contractual arrangements,

26




including master netting agreements. As of December 31, 2014, the amount of balance sheet exposure as described above broken down by the credit ratings of SCE's counterparties, was as follows:
 December 31, 2014
(in millions)
Exposure2
 Collateral Net Exposure
S&P Credit Rating1
     
A or higher$317
 $
 $317
Not rated3
5
 (5) 
Total$322
 $(5) $317
1
SCE assigns a credit rating based on the lower of a counterparty's S&P or Moody's rating. For ease of reference, the above table uses the S&P classifications to summarize risk, but reflects the lower of the two credit ratings.
2
Exposure excludes amounts related to contracts classified as normal purchases and sales and non-derivative contractual commitments that are not recorded on the consolidated balance sheets, except for any related net accounts receivable.
3
The exposure in this category relates to long-term power purchase agreements. SCE's exposure is mitigated by regulatory treatment.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The accounting policies described below are considered critical to obtaining an understanding of Edison International and SCE's consolidated financial statements because their application requires the use of significant estimates and judgments by management in preparing the consolidated financial statements. Management estimates and judgments are inherently uncertain and may differ significantly from actual results achieved. Management considers an accounting estimate to be critical if the estimate requires significant assumptions and changes in the estimate or, the use of alternative estimates, could have a material impact on Edison International's results of operations or financial position. For more information on Edison International's accounting policies, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies."
Rate Regulated Enterprises
Nature of Estimate Required.    SCE follows the accounting principles for rate-regulated enterprises which are required for entities whose rates are set by regulators at levels intended to recover the estimated costs of providing service, plus a return on net investment, or rate base. Regulators may also impose certain penalties or grant certain incentives. Due to timing and other differences in the collection of revenue, these principles allow a cost that would otherwise be charged as an expense by an unregulated entity to be capitalized as a regulatory asset if it is probable that such cost is recoverable through future rates; conversely the principles allow creation of a regulatory liability for amounts collected in rates to recover costs expected to be incurred in the future or amounts collected in excess of costs incurred and are refundable to customers.
Key Assumptions and Approach Used.    SCE's management assesses at the end of each reporting period whether regulatory assets are probable of future recovery by considering factors such as the current regulatory environment, the issuance of rate orders on recovery of the specific or a similar incurred cost to SCE or other rate-regulated entities, and other factors that would indicate that the regulator will treat an incurred cost as allowable for ratemaking purposes. Using these factors, management has determined that existing regulatory assets and liabilities are probable of future recovery or settlement. This determination reflects the current regulatory climate and is subject to change in the future.
Effect if Different Assumptions Used.    Significant management judgment is required to evaluate the anticipated recovery of regulatory assets, the recognition of incentives and revenue subject to refund, as well as the anticipated cost of regulatory liabilities or penalties. If future recovery of costs ceases to be probable, all or part of the regulatory assets and liabilities would have to be written off against current period earnings. At December 31, 2014, the consolidated balance sheets included regulatory assets of $8.87 billion and regulatory liabilities of $6.29 billion. If different judgments were reached on recovery of costs and timing of income recognition, SCE's earnings may vary from the amounts reported.

27




Income Taxes
Nature of Estimates Required.    As part of the process of preparing its consolidated financial statements, Edison International and SCE are required to estimate income taxes for each jurisdiction in which they operate. This process involves estimating actual current period tax expense together with assessing temporary differences resulting from differing treatment of items, such as depreciation, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within Edison International and SCE's consolidated balance sheets, including net operating loss and tax credit carryforwards that can be used to reduce liabilities in future periods.
Edison International and SCE take certain tax positions they believe are in accordance with the applicable tax laws. However, these tax positions are subject to interpretation by the IRS, state tax authorities and the courts. Edison International and SCE determine uncertain tax positions in accordance with the authoritative guidance.
A portion of SCE's uncertain tax positions relate to tax deductions that are classified as flow-through items for regulatory purposes, including repair deductions that have increased significantly as a result of changes in guidance from the IRS. Flow-through items reduce current authorized revenue requirements in SCE's rate cases which also results in recording regulatory assets for future recovery of the related deferred tax expense. The difference between forecasted amounts in SCE's rate cases and actual repair deductions also result in increases or decreases in regulatory assets and a corresponding impact on earnings. SCE estimates the amount of unrecognized tax benefits for flow-through tax items using the same accounting guidance for uncertain tax positions. Accordingly, a change in the amount of flow-through tax items from a tax authority audit impacts the amount of regulatory tax benefits recognized by SCE. It is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by approximately $96 million due to a change in estimate of a tax position subject to flow through regulatory treatment.
Key Assumptions and Approach Used.    Accounting for tax obligations requires management judgment. Edison International and SCE's management use judgment in determining whether the evidence indicates it is more likely than not, based solely on the technical merits, that a tax position will be sustained, and to determine the amount of tax benefits to be recognized. Judgment is also used in determining the likelihood a tax position will be settled and possible settlement outcomes. In assessing uncertain tax positions Edison International and SCE consider, among others, the following factors: the facts and circumstances of the position, regulations, rulings, and case law, opinions or views of legal counsel and other advisers, and the experience gained from similar tax positions. Edison International and SCE's management evaluates uncertain tax positions at the end of each reporting period and makes adjustments when warranted based on changes in fact or law.
Effect if Different Assumptions Used.    Actual income taxes may differ from the estimated amounts which could have a significant impact on the liabilities, revenue and expenses recorded in the financial statements. Edison International and SCE continue to be under audit or subject to audit for multiple years in various jurisdictions. Significant judgment is required to determine the tax treatment of particular tax positions that involve interpretations of complex tax laws. Such liabilities are based on judgment and a final determination could take many years from the time the liability is recorded. Furthermore, settlement of tax positions included in open tax years may be resolved by compromises of tax positions based on current factors and business considerations that may result in material adjustments to income taxes previously estimated.
Nuclear Decommissioning – Asset Retirement Obligation
Key Assumptions and Approach Used.    The liability to decommission SCE's nuclear power facilities is based on decommissioning studies performed in 2010 for Palo Verde and San Onofre Unit 1 and a 2014 updated decommissioning cost estimate for the retirement of San Onofre Units 2 and 3. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" for further discussion of the plans for decommissioning of San Onofre. SCE currently estimates that it will spend approximately $7.4 billion through 2075 to decommission its nuclear facilities. Decommissioning cost estimates are updated in each Nuclear Decommissioning Triennial Proceeding. The current ARO estimates for San Onofre and Palo Verde are based on the assumptions from these decommissioning studies:
Decommissioning Costs. The estimated costs for labor, dismantling and disposal costs, site remediation, energy and miscellaneous costs.
Escalation Rates. Annual escalation rates are used to convert the decommissioning cost estimates in base year dollars to decommissioning cost estimates in future-year dollars. Escalation rates are primarily used for labor, material, equipment, energy and low level radioactive waste burial costs. SCE's current estimate is based on SCE's decommissioning cost methodology used for ratemaking purposes, escalated at rates ranging from 1.0% to 7.3% (depending on the cost element) annually.

28




Timing. Cost estimates for Palo Verde are based on an assumption that decommissioning will commence promptly after the current NRC operating licenses expire. The Palo Verde 1, 2, 3 operating licenses currently expire in 2045, 2046 and 2047 respectively. Cost estimates for San Onofre are based on an assumption that decommissioning commenced in 2013. For further information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement."
Spent Fuel Dry Storage Costs. Cost estimates are based on an assumption that the DOE will begin to take spent fuel in 2024, and will remove the last spent fuel from the San Onofre and Palo Verde sites by 2049 and 2075, respectively. Costs for spent fuel monitoring are included until 2049 and 2075, respectively.
Changes in Decommissioning Technology, Regulation, and Economics. The current cost studies assume the use of current technologies under current regulations and at current cost levels.
Effect if Different Assumptions Used.    The ARO for decommissioning SCE's nuclear facilities was $2.7 billion at December 31, 2014. Changes in the estimated costs or timing of decommissioning, or in the assumptions and judgments by management underlying these estimates, could cause material revisions to the estimated total cost to decommission these facilities which could have a material effect on the recorded liability.
The following table illustrates the increase to the ARO liability if the cost escalation rate was adjusted while leaving all other assumptions constant:
(in millions)
Increase to ARO and
Regulatory Asset at
December 31, 2014
Uniform increase in escalation rate of 100 basis points$550
The increase in the ARO liability driven by an increase in the escalation rate would result in a decrease in the regulatory liability for recoveries in excess of ARO liabilities.
Pensions and Postretirement Benefits Other than Pensions ("PBOP(s)")
Nature of Estimate Required.    Authoritative accounting guidance requires companies to recognize the overfunded or underfunded status of defined benefit pension and other postretirement plans as assets and liabilities in the balance sheet; the assets and/or liabilities are normally offset through other comprehensive income (loss). In accordance with authoritative guidance for rate-regulated enterprises, regulatory assets and liabilities are recorded instead of charges and credits to other comprehensive income (loss) for its postretirement benefit plans that are recoverable in utility rates. Edison International and SCE have a fiscal year-end measurement date for all of its postretirement plans.
Edison International and SCE have adopted new mortality tables that the Society of Actuaries released in October 2014 that reflect an increase in life expectancy. At December 31, 2014, this adoption resulted in an increase in Edison International's pension plans' projected benefit obligation of $214 million, including $199 million for SCE, and an increase in Edison International's PBOP plans' accumulated projected benefit obligation of $308 million, including $307 million for SCE.
Key Assumptions of Approach Used.    Pension and other postretirement obligations and the related effects on results of operations are calculated using actuarial models. Two critical assumptions, discount rate and expected return on assets, are important elements of plan expense and liability measurement. Additionally, health care cost trend rates are critical assumptions for postretirement health care plans. These critical assumptions are evaluated at least annually. Other assumptions, which require management judgment, such as rate of compensation increases, rates of retirement, mortality and turnover, are evaluated periodically and updated to reflect actual experience.
As of December 31, 2014, Edison International's and SCE's pension plans had a $4.5 billion and $4.0 billion benefit obligation, respectively, and total 2014 expense for these plans was $151 million and $141 million, respectively. As of December 31, 2014, the benefit obligation for both Edison International's and SCE's PBOP plans was $2.8 billion and total 2014 expense for Edison International's and SCE's plans was both $22 million. Annual contributions made to most of SCE's pension plans are currently recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the related annual expense.

29




Edison International and SCE used the following critical assumptions to determine expense for pension and other postretirement benefit for 2014:
(in millions)
Pension
Plans
Postretirement
Benefits Other
than Pensions
Discount rate1
4.50%5.00%
Expected long-term return on plan assets2
7.0%5.5%
Assumed health care cost trend rates3
*
7.8%
*
Not applicable to pension plans.
1
The discount rate enables Edison International and SCE to state expected future cash flows at a present value on the measurement date. Edison International and SCE select its discount rate by performing a yield curve analysis. This analysis determines the equivalent discount rate on projected cash flows, matching the timing and amount of expected benefit payments. The AON-Hewitt yield curve is considered in determining the discount rate.
2
To determine the expected long-term rate of return on pension plan assets, current and expected asset allocations are considered, as well as historical and expected returns on plan assets. A portion of PBOP trusts asset returns are subject to taxation, so the 5.5% rate of return on plan assets above is determined on an after-tax basis. Actual time-weighted, annualized returns on the pension plan assets were 8.1%, 11.3% and 7.4% for the one-year, five-year and ten-year periods ended December 31, 2014, respectively. Actual time-weighted, annualized returns on the PBOP plan assets were 8.7%, 10.8% and 6.3% over these same periods. Accounting principles provide that differences between expected and actual returns are recognized over the average future service of employees.
3
The health care cost trend rate gradually declines to 5.0% for 2021 and beyond.
Pension expense is recorded for SCE based on the amount funded to the trusts, as calculated using an actuarial method required for ratemaking purposes, in which the impact of market volatility on plan assets is recognized in earnings on a more gradual basis. Any difference between pension expense calculated in accordance with ratemaking methods and pension expense calculated in accordance with authoritative accounting guidance for pension is accumulated as a regulatory asset or liability, and is expected, over time, to be recovered from or returned to customers. As of December 31, 2014, this cumulative difference amounted to a regulatory asset of $171 million, meaning that the accounting method has recognized more in expense than the ratemaking method since implementation of authoritative guidance for employers' accounting for pensions in 1987.
As of December 31, 2014, Edison International and SCE had unrecognized pension costs of $762 million and $691 million, and unrecognized PBOP costs of $562 million and $558 million, respectively. The unrecognized pension and PBOP costs primarily consisted of the cumulative impact of the reduced discount rates on the respective benefit obligations and the cumulative difference between the expected and actual rate of return on plan assets. Of these deferred costs, $660 million of SCE's pension costs and $558 million of SCE's PBOP costs are recorded as regulatory assets, and will be amortized to expense over the average expected future service of employees.
Edison International's and SCE's pension and PBOP plans are subject to limits established for federal tax deductibility. SCE funds its pension and PBOP plans in accordance with amounts allowed by the CPUC. Executive pension plans have no plan assets.
Effect if Different Assumptions Used.    Changes in the estimated costs or timing of pension and other postretirement benefit obligations, or the assumptions and judgments used by management underlying these estimates, could have a material effect on the recorded expenses and liabilities.

30




The following table summarizes the increase or (decrease) to projected benefit obligation for pension and the accumulated benefit obligation for PBOP if the discount rate were changed while leaving all other assumptions constant:
 Edison International SCE
(in millions)Increase in discount rate by 1% Decrease in discount rate by 1% Increase in discount rate by 1% Decrease in discount rate by 1%
Change to projected benefit obligation for pension$(441) $493
 $(378) $417
Change to accumulated benefit obligation for PBOP(388) 471
 (387) 469
A one percentage point increase in the expected rate of return on pension plan assets would decrease both Edison International's and SCE's current year expense by $30 million and a one percentage point increase in the expected rate of return on PBOP plan assets would decrease both Edison International's and SCE's current year expense by $20 million.
The following table summarizes the increase or (decrease) to accumulated benefit obligation and annual aggregate service and interest costs for PBOP if the health care cost trend rate was changed while leaving all other assumptions constant:
 Edison International SCE
(in millions)Increase in health care cost trend rate by 1% Decrease in health care cost trend rate by 1% Increase in health care cost trend rate by 1% Decrease in health care cost trend rate by 1%
Change to accumulated benefit obligation for PBOP$335
 $(271) $334
 $(270)
Change to annual aggregate service and interest costs15
 (12) 15
 (12)
Accounting for Contingencies
Nature of Estimates Required.    Edison International and SCE record loss contingencies when management determines that the outcome of future events is probable of occurring and when the amount of the loss can be reasonably estimated. Gain contingencies are recognized in the financial statements when they are realized.
Key Assumptions and Approach Used.    The determination of a reserve for a loss contingency is based on management judgment and estimates with respect to the likely outcome of the matter, including the analysis of different scenarios. Liabilities are recorded or adjusted when events or circumstances cause these judgments or estimates to change. In assessing whether a loss is a reasonable possibility, Edison International and SCE may consider the following factors, among others: the nature of the litigation, claim or assessment, available information, opinions or views of legal counsel and other advisors, and the experience gained from similar cases. Edison International and SCE provide disclosures for material contingencies when there is a reasonable possibility that a loss or an additional loss may be incurred.
Effect if Different Assumptions Used.    Actual amounts realized upon settlement of contingencies may be different than amounts recorded and disclosed and could have a significant impact on the liabilities, revenue and expenses recorded on the consolidated financial statements. For a discussion of contingencies, guarantees and indemnities, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
NEW ACCOUNTING GUIDANCE
New accounting guidance is discussed in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance."

31




RISK FACTORS
RISKS RELATING TO EDISON INTERNATIONAL
Edison International's liquidity depends on SCE's ability to pay dividends and tax allocation payments to Edison International.International and monetization of tax benefits retained by EME.
Edison International is a holding company and, as such, it has no operations of its own. Edison International's ability to meet its financial obligations and to pay dividends on its common stock at the current rate is primarily dependent on the earnings and cash flows of SCE and its ability to make upstream distributions. Prior to paying dividends to Edison International, SCE has financial and regulatory obligations that must be satisfied, including, among others, debt service and preferred stock dividends. In addition, CPUC holding company rules require that SCE's dividend policy be established by SCE's Board of Directors on the same basis as if SCE were a stand-alone utility company, and that the capital requirements of SCE, as deemed to be necessary to meet SCE's service obligations, shall receive first priority from the Boards of Directors of both Edison International and SCE. SCE may also owe tax-allocation payments to Edison International under applicable tax-allocation agreements.Financial market and The EME Settlement Agreement requires Edison International to make fixed payments to a newly formed trust under the control of EME's creditors (the "Reorganization Trust"). Edison International plans to use its credit facilities or incur new debt to fund a portion of the Reorganization Trust payments due to delays in monetizing tax benefits retained by EME as a result of the recent extension of bonus depreciation. Realization of such tax benefits may be furthered delayed or permanently reduced by future tax legislation that extends bonus depreciation or reduces the current corporate tax rate. Access to capital markets may be impacted by economic conditions maythat have an adverse effect on Edison International's liquidity. See "Risks Relating to Southern California Edison Company" below for further discussion.
The Settlement Agreement between Edison International, EME and certain of EME’s unsecured creditors may not be approved by the Bankruptcy Court or otherwise not be consummated, which could result in claims by EME against Edison International that may result in losses to Edison International.
In December 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. EME submitted its Plan of Reorganization in December 2013, which included the sale of substantially all of EME’s assets to NRG Energy, Inc. Under the December Plan, EME would have retained certain assets and liabilities, including any claims against Edison International when it emerges from bankruptcy. EME had indicated that it was preparing a complaint containing claims similar to those alleged by the Official Committee of Unsecured Creditors in a motion filed in the Bankruptcy Court in August 2013 against Edison International, SCE, certain other subsidiaries of Edison International, and present and former directors of Edison International, SCE and EME (the "EME Claims"). In February 2014, Edison International, EME and certain of EME’s creditors holding a majority of its outstanding senior unsecured notes (“Consenting Noteholders”) entered into a Settlement Agreement pursuant to which EME amended its previously filed Plan of Reorganization to incorporate the terms of the Settlement Agreement. Under the Amended Plan of Reorganization, all existing EME claims against Edison International would be extinguished. The Amended Plan of Reorganization, including the Settlement Agreement, is subject to Bankruptcy Court approval, which is expected to occur in March 2014, but is not certain. If the Amended Plan is not approved, this could result in EME or its creditors filing the EME Claims against Edison International, SCE, certain other subsidiaries of Edison International, and present and former directors of Edison International, SCE and EME. If such a complaint were to be filed, Edison International would vigorously contest such allegations. An unfavorable outcome of such claims by EME could result in losses to and adversely impact Edison International. For further information on EME's bankruptcy filing, see "Management Overview—EME Chapter 11 Bankruptcy Filing."
Edison International's activities are concentrated in one industry and in one region.
Edison International does not have diversified sources of revenue or regulatory oversight. SCE comprises substantially all of Edison International’sInternational's business, and Edison International’sInternational's business is expected to remain concentrated in the electricity industry. Furthermore, Edison International's current business is concentrated almost entirely in southern California. As a result, Edison International's future performance may be affected by events and economic performance concentrated in southern California or by regional regulation or legislation.


13




RISKS RELATING TO SOUTHERN CALIFORNIA EDISON COMPANY
Regulatory Risks
SCE is subject to extensive regulation and the risk of adverse regulatory decisions and changes in applicable regulations or legislation.
SCE operates in a highly regulated environment. SCE's business is subject to extensive federal, state and local energy, environmental and other laws and regulations. Among other things, the CPUC regulates SCE's retail rates and capital structure, and the FERC regulates SCE's wholesale rates. The NRC regulated the operations of San Onofre and regulates the decommissioning of San Onofre. The construction, planning, and project site identificationsiting of SCE's power plants and transmission lines in California are also subject to the jurisdiction of the California Energy Commission (for thermal power plants 50 MW or greater) andregulation by the CPUC.
SCE must periodically apply for licenses and permits from these various regulatory authorities and abide by their respective orders. Should SCE be unsuccessful in obtaining necessary licenses or permits or should these regulatory authorities initiate any investigations or enforcement actions or impose penalties or disallowances on SCE, SCE's business could be materially affected. The process of obtaining licenses and permits from regulatory authorities may be delayed or defeated by concerted community opposition and such delay or defeat wouldcould have a material effect on SCE's business.
This extensive governmental regulation creates significant risksThe CPUC is considering rulemaking to govern communications between the CPUC officials, staff and uncertaintiesthe regulated utilities following investigations of violations by PG&E of the ex parte rules on communications with CPUC officials and staff. Changes to the rules and processes around ex parte communications could result in delayed decisions, increased investigations, enforcement actions and penalties. In addition, the CPUC or other parties may initiate investigations of past communications between public utilities, including SCE, and CPUC officials and staff that could result in reopening completed proceedings for SCE's business. Existingreconsideration.
In addition, existing regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to SCE, or its facilities or operations, in a manner that may have a detrimental effect on SCE's business or result in significant additional costs. In addition, regulations adopted via the public initiative or legislative process may apply to SCE, or its facilities or operations, in a manner that may have a detrimental effect on SCE's business or result in significant additional costs.

32




SCE's financial results depend upon its ability to recover its costs and to earn a reasonable rate of return on capital investments in a timely manner from its customers through regulated rates.
SCE's ongoing financial results depend on its ability to recover from its customers in a timely manner its costs, including the costs of electricity purchased for its customers, through the rates it charges its customers as approved by the CPUC and FERC. SCE's financial results also depend on its ability to earn a reasonable return on capital, including long-term debt and equity. SCE's ability to recover its costs and earn a reasonable rate of return can be affected by many factors, including the time lag between when costs are incurred and when those costs are recovered in customers’ rates and differences between the forecast or authorized costs embedded in rates (which are set on a prospective basis) and the amount of actual costs incurred. The CPUC or the FERC may not allow SCE to recover costs on the basis that such costs were not reasonably or prudently incurred or for other reasons. Further, SCE may be required to incur expenses before the CPUC approves the recovery of such costs. For example, SCE has requested approval from the CPUC to reimburse decommissioning costs related to San Onofre Units 2 and 3 from the nuclear decommissioning trust, which is pending. For more information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement—Decommissioning" in the MD&A. Changes in laws and regulations or changes in the political and regulatory environment also may have an adverse effect on the SCE's ability to timely recover its costs and earn its authorized rate of return. In addition, SCE may be required to incur costs to comply with new state laws or to implement new state policies before SCE is assured of cost recovery.
SCE's capital investment plan, increasing procurement of renewable power, increasing environmental regulations, leveling demand, and the cumulative impact of other public policy requirements, collectively place continuing upward pressure on customer rates. If SCE is unable to obtain a sufficient rate increase or modify its rate design to recover material amounts of its costs (including an adequate return on capital) in rates in a timely manner, its financial condition and results of operations could be materially affected. For further information on SCE's rate requests, see "Management Overview—Regulatory Matters—2015 General Rate Case," "Item 1. Business—SCE—Overview of Ratemaking Process—Retail Rates Structure"Case" and "Liquidity and Capital Resources—SCE—Regulatory Proceedings—FERC Formula Rates" in the MD&A.
SCE may not fully recover its investment in San Onofre from regulatory proceedings, SCE's supplier, insurance, or otherwise; could be subject to NRC actions, including the imposition of penalties; or could be ordered by the CPUC to make refunds to customers of prior revenues.
In June 2013, SCE decided to permanently retire and decommission Units 2 and 3 at San Onofre. The CPUC is conducting an investigation proceeding that will consider the cost recovery for all San Onofre costs, including the cost of the steam generator replacement project, other sunk capital costs, substitute market power costs, nuclear fuel, operation and maintenance costs and seismic study costs. SCE cannot assure that the remaining cost of the steam generators, repair costs or the necessary substitute market power will be recoverable from its supplier, insurance, regulatory processes or otherwise or that the CPUC will not order refund of revenues previously collected. These amounts could be material and could materially affect SCE's financial condition and results of operations.
San Onofre remains subject to NRC oversight and SCE is aware of an NRC investigation into information SCE provided to the NRC regarding the steam generator failure; which could subject SCE to additional actions, including imposition of penalties. For more information, see "Management Overview—Permanent Retirement of San Onofre" in the MD&A.
SCE's energy procurement activities are subject to regulatory and market risks that could materially affect its financial condition and liquidity.
SCE obtains energy, capacity, environmental credits and ancillary services needed to serve its customers from its own generating plants, and through contracts with energy producers and sellers. California law and CPUC decisions allow SCE to recover through the rates it is allowed to charge its customers reasonable procurement costs incurred in compliance with an

14




approved procurement plan. Nonetheless, SCE's cash flows remain subject to volatility primarily resulting from changes toin commodity prices. In addition, SCE is subject to the risks of unfavorable or untimely CPUC decisions about the compliance with SCE's procurement plan and the reasonableness of certain procurement-related costs. For more information, see "Management Overview—ERRA Balancing Account" in the MD&A.
SCE may not be able to hedge its risk for commodities on economic terms or fully recover the costs of hedges through the rates it is allowed to charge its customers, which could materially affect SCE's liquidity and results of operations, see "Market Risk Exposures" in the MD&A.
Financing Risks
As a capital intensive company, SCE relies on access to the capital markets. If SCE were unable to access the capital markets or the cost of financing were to substantially increase, its liquidity and operations wouldcould be materially affected.
SCE regularly accesses the capital markets to finance its activities and is expected to do so by its regulators as part of its obligation to serve as a regulated utility. SCE's needs for capital for its ongoing infrastructure investment program are substantial. SCE's ability to obtain financing, as well as its ability to refinance debt and make scheduled payments of principal, interest and preferred stock dividends, are dependent on numerous factors, including SCE's levels of indebtedness, maintenance of acceptable credit ratings, its financial performance, liquidity and cash flow, and other market conditions. SCE's failureinability to obtain additional capital from time to time wouldcould have a material effect on SCE's liquidity and operations.
Competitive and Market Risks
The electricity industry is undergoing extensive changes, including increased competition, technological advancements, and political and regulatory developments.
The entire electricity industry is undergoing extensive change, including technological advancements such as self-generation, energy storage and distributedcustomer-owned generation that may change the nature of energy generation and delivery. In addition, there has been public discussion regarding the possibility of future changes in the electric utility business model as a result of these developments. In October 2013, the CPUC held an open hearing to receive views from various sources on whether the current California

33




utility business model should be revised. It is possible that revisions to the traditional utility business model could materially affect SCE's business model and its financial condition and results of operations.
Demand for electricity from utilities has been leveling, while growth in self-generationcustomer-owned generation has been accelerating.increased. At the same time, a growing amount ofsignificant investment is needed to replace aging infrastructure and without corresponding growth in demand or corresponding savings elsewhere, these investments are reflected in rate increases that haveconvert the electric distribution grid to support two-way flows of electricity.
Customer-owned generation itself reduces the amount of electricity purchased from utilities and has the effect of further leveling demand and encouraging self-generation. Self-generation itself may exacerbate these trends by reducingincreasing utility rates unless retail rates are designed to share the pool of customers, subject to certain regulatory limits, from whom fixed costs are recovered, while potentially increasing costs of system modificationsthe distribution grid across all customers that may be needed to integrate the systemic effects of self-generation. Rate designs that disproportionately impose costs on some classes of customers also accelerate these trends.benefit from their use. For example, customers in California that self-generategenerate their own power do not currently pay most transmission and distribution charges and non-bypassable charges, subject to limitations. Other customer classes have had artificial caps placed upon their proportionate sharinglimitations, which results in overall costs. The net result is to increaseincreased utility rates further for those customers who do not self-generate or are not subject to such caps, which encourages more self-generation and further rate increases. For more information, see "Item 1. Business—SCE—Overview of Ratemaking Process—Retail Rates Structure."own their generation. Such increases foster the public discussion regarding future changes in the electric utility business model.
In addition, the FERC has adopted changes that have opened transmission development to competition from independent developers, allowing such developers to compete with incumbent utilities for the construction and operation of transmission facilities. For more information, see "Item 1. Business—"Business—SCE—Competition."
Another emerging trend in the electricity industry is the increasing public discussion regarding the possibility of future changes in the electric utility business model as a result of the technological advancements and competitive pressures discussed above as well as political and regulatory developments. In October 2013, the CPUC held an open hearing to receive views from various sources on whether the current California utility business model should be revised. It is possible that material revisions to the traditional utility business model could materially affect SCE's business model and its financial condition and results of operations.
Operating Risks
SCE's financial condition and results of operations could be materially affected if it is unable to successfully manage the risks inherent in operating and maintaining its facilities.
SCE's infrastructure is aging and could pose a risk to system reliability. In order to mitigate this risk, SCE is engaged in a significant and ongoing infrastructure investment program. This substantial investment program elevates the operational risks and the need for superior execution in its activities. SCE's financial condition and results of operations could be materially affected if it is unable to successfully manage these risks as well as the risks inherent in operating and maintaining its

15




facilities, the operation of which can be hazardous. SCE's inherent operating risks include such matters as the risks of human performance, workforce capabilities, public opposition to infrastructure projects, delays, environmental mitigation costs, difficulty in estimating costs or in recovering costs that are above original estimates, system limitations and degradation, and interruptions in necessary supplies.
SCE's operations may be affected if negotiations for new collective bargaining agreements are unsuccessful or relations with unionized employees deteriorate.
Approximately 30% of SCE's employees are covered by collective bargaining agreements with the International Brotherhood of Electrical Workers ("IBEW"). The IBEW collective bargaining agreements expired on December 31, 2014, but SCE and IBEW have agreed to allow the expired agreements to remain in force during ongoing negotiations for new agreements, subject to either party's right to terminate the agreements on 120 days written notice. If the current agreements are terminated, the negotiations are unsuccessful, or labor relations otherwise deteriorate, represented employees could strike, participate in work stoppages, slowdowns or other forms of labor disruption. These activities could delay projects, negatively impact capital expenditures and employee safety, and otherwise have an adverse effect on SCE's operations.
SCE's systems and network infrastructure may be vulnerable to physical and cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality.
Regulators, such as the NERC, and U.S. Government Departments, including the Departments of Defense, Homeland Security and Energy, have noted that threat sources continue to seek to exploit potential vulnerabilities in the U.S. national electric grid and other energy infrastructures and that such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. As SCE moves from an analog to a digital electric grid, new cyber security risks may be presented. An example of such new risks is the installation of "smart" meters in SCE's service territory. This technology may represent a new route for attacks on SCE's information systems. SCE's operations require the continuous availability of critical information technology systems and network infrastructure. SCE's systems have been, and will likely continue to be, subjected to computer attacks of malicious codes, unauthorized access attempts, and other illicit activities, but to date, SCE has not experienced a material cyber security breach. Although SCE actively monitors developments in this area and is involved in various industry groups and government initiatives, no security measures can completely shield such systems and infrastructure from vulnerabilities to cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality. If SCE's information technology systems security measures were to be breached or a critical system failure were to occur without timely recovery, SCE could be unable to fulfill critical business functions such as delivery of electricity to customers and/or sensitive confidential personal and other data could be compromised, which could result in violations of applicable privacy and other laws, financial loss to SCE or to its customers, loss of confidence in SCE's security

34




measures, customer dissatisfaction, and significant litigation exposure, all of which could materially affect SCE's financial condition and results of operations and materially damage the business reputation of Edison International and SCE.
Weather-related incidents and other natural disasters could materially affect SCE's financial condition and results of operations.
Weather-related incidents and other natural disasters, including storms, wildfires and earthquakes, can disrupt the generation and transmission of electricity, and can seriously damage the infrastructure necessary to deliver power to SCE's customers. These events can lead to lost revenues and increased expenses, including higher maintenance and repair costs. They can also result in regulatory penalties and disallowances, particularly if SCE encounters difficulties in restoring power to its customers. These occurrences could materially affect SCE's business, financial condition and results of operations, and the inability to restore power to SCE's customers could also materially damage the business reputation of SCE and Edison International.
The generation, transmission and distribution of electricity are dangerous and involve inherent risks of damage to private property and injury to employees and the general public.
Electricity is dangerous for employees and the general public should they come in contact with electrical current or equipment, including through downed power lines or if equipment malfunctions. Injuries and property damage caused by such events can subject SCE to liability that, despite the existence of insurance coverage, can be significant. The CPUC has increased its focus on public safety issues with an emphasis on heightened compliance with construction and operating standards and the potential for penalties being imposed on utilities. Additionally, the CPUC has delegated to its staff the authority to issue citations, which carry a fine of $50,000 per violation per day, to electric utilities subject to its jurisdiction for violations of safety rules found in statutes, regulations, and the General Orders of the CPUC. Such penalties and liabilities could be significant but are very difficult to predict. The range of possible penalties and liabilities includes amounts that could materially affect SCE's liquidity and results of operations.
SCE's systems and network infrastructure may be vulnerable to physical and cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality.
Regulators, such as the NERC, and U.S. Government Departments, including the Departments of Defense, Homeland Security and Energy, have noted that the U.S. national electric grid and other energy infrastructures have potential vulnerabilities to cyber and other attacks and disruptions and that such threats are becoming increasingly sophisticated and dynamic. SCE's operations require the continuous operation of critical information technology systems and network infrastructure. Although SCE actively monitors developments in this area and is involved in various industry groups and government initiatives, no security measures can completely shield such systems and infrastructure from vulnerabilities to cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality. If SCE's information technology systems security measures were to be breached or a critical system failure were to occur without timely recovery, SCE could be unable to fulfill critical business functions and/or sensitive confidential personal and other data could be compromised, which could materially affect SCE's financial condition and results of operations and materially damage the business reputation of Edison International and SCE. See "Item 1. Business—Regulation—NERC" for further discussion.
There are inherent risks associated with owning and decommissioning nuclear power generating facilities, including, among other things, potential harmful effects on the environment and human health and the danger of storage, handling and disposal of radioactive materials.
The cost of decommissioning Unit 2 and Unit 3 of San Onofre could prove more extensive than is currently estimated. These costs could exceed estimates or may not be recoverable through regulatory processes or otherwise. Inability to gain timely access to the nuclear decommissioning trust funds could negatively affect SCE's cash flows. Interpretations of tax regulations may further delay access to nuclear decommissioning trust funds for the purpose of building spent nuclear fuel storage.
The costs of decommissioning Unit 2 and Unit 3 are subject to reasonableness reviews by the CPUC. These costs may not be recoverable through regulatory processes or otherwise unless SCE can establish that the costs were reasonably incurred.
SCE expects to fund decommissioning costs with assets that are currently held in nuclear decommissioning trusts. SCE is required to request access to these trust funds from the CPUC and requests submitted in 2014 are pending. SCE is also required to proceed with the decommissioning of Units 2 and 3 and beginning in 2015, SCE must fund decommissioning costs until the CPUC approves SCE's request to access the trust. Based on the current estimate, SCE forecasts 2015 decommissioning costs of approximately $200 million. Decommissioning activities could be delayed and SCE's cash flows could be negatively impacted if timely access to the nuclear decommissioning trust funds is not obtained.
Depending on how the IRS or the Department of Treasury ultimately interpret IRS regulations addressing the taxation of a qualified nuclear decommissioning trust, SCE may be restricted from withdrawing amounts from its qualified decommissioning trust to pay for independent spent fuel storage installations ("ISFSI") where SCE is seeking, or plans to seek, recovery of the ISFSI costs in litigation against the DOE. Until the DOE litigation is resolved, SCE expects to pay for such ISFSI costs unless and until the IRS or the Department of Treasury issue guidance directed to either SCE or to all taxpayers, which provides that such ISFSI costs can be funded by qualified nuclear decommissioning trusts. If SCE is unable to obtain timely reimbursement of such costs, it may delay decommissioning activities and negatively impact SCE's cash flows. For more information on the spent fuel litigation, see "Risks Relating"Notes to Southern California Edison Company—Regulatory Risks" above.Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel."
Existing insurance and ratemaking arrangements may not protect SCE fully against losses from a nuclear incident.
Despite the fact that San Onofre is being decommissioned, the presence of spent nuclear fuel still poses a potential risk of a nuclear incident. Federal law limits public liability claims from a nuclear incident to the amount of available financial protection, which is currently approximately $13.6 billion. SCE and other owners of the San Onofre and Palo Verde Nuclear Generating Stations have purchased the maximum private primary insurance available of $375 million per site. If nuclear

35




incident liability claims were to exceed $375 million, the remaining amount would be made up from contributions of approximately $12.2 billion made by all of the nuclear facility owners in the U.S., up to an aggregate total of $13.6 billion. There is no assurance that the CPUC would allow SCE to recover the required contribution made in the case of one or more nuclear incident claims that exceeded $375 million. If this public liability limit of $13.6 billion is insufficient, federal law contemplates that additional funds may be appropriated by Congress. There can be no assurance of SCE's ability to recover uninsured costs in the event

16




the additional federal appropriations are insufficient. For more information on nuclear insurance risk, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies—Contingencies—Nuclear Insurance."
SCE's insurance coverage for wildfires arising from its ordinary operations may not be sufficient.
Edison International has experienced increased costs and difficulties in obtaining insurance coverage for wildfires that could arise from SCE's ordinary operations. In addition, the insurance that has been obtained for wildfire liabilities may not be sufficient. Uninsured losses and increases in the cost of insurance may not be recoverable in customer rates. A loss which is not fully insured or cannot be recovered in customer rates could materially affect Edison International's and SCE's financial condition and results of operations. Furthermore, insurance for wildfire liabilities may not continue to be available at all or at rates or on terms similar to those presently available to Edison International. For more information on wildfire insurance risk, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies—Contingencies—Wildfire Insurance."
Environmental RisksMANAGEMENT OVERVIEW
Highlights of Operating Results
Edison International is the parent holding company of SCE. SCE is subject to extensive environmental regulations that may involve significant and increasing costs and materially affect SCE.
SCE is subject to extensive and frequently changing environmental regulations and permitting requirements that involve significant and increasing costs and substantial uncertainty. SCE devotes significant resources to environmental monitoring, pollution control equipment, mitigation projects, and emission allowances to comply with existing and anticipated environmental regulatory requirements. However, the current trend is toward more stringent standards, stricter regulation, and more expansive application of environmental regulations. The adoption of laws and regulations to implement greenhouse gas controls could materially affect operations of power plants, which could in turn impact electricity markets and SCE's purchased power costs. SCE may also be exposed to risks arising from past, current or future contamination at its former or existing facilities or with respect to offsite waste disposal sites that have been used in its operations. Other environmental laws, particularly with respect to air emissions, disposal of ash, wastewater discharge and cooling water systems, are also generally becoming more stringent. The continued operation of SCE facilities may require substantial capital expenditures for environmental controls or cessation of operations. Current and future state laws and regulations in California also could increase the required amount of energy that must be procured from renewable resources. See "Item 1. Business—Environmental Regulation of Edison International and Subsidiaries" for further discussion of environmental regulations under which SCE operates.
ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
ITEM 2.    PROPERTIES
As a holding company, Edison International does not directly own any significant properties other than the stock of its subsidiaries. The principal properties of SCE are described above under "Item 1. Business—Southern California Edison Company—Properties."
ITEM 3.    LEGAL PROCEEDINGS
EME Chapter 11 Filing
On December 17, 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. For more information, see "Management Overview—EME Chapter 11 Bankruptcy Filing" in the MD&A and "Item 8. Notes to Consolidated Financial Statements—Note 16. Discontinued Operations."

17




EXECUTIVE OFFICERS OF EDISON INTERNATIONAL
Executive OfficerAge at
December 31, 2013
Company Position
Theodore F. Craver, Jr.62Chairman of the Board, President and Chief Executive Officer
Robert L. Adler66Executive Vice President and General Counsel
W. James Scilacci58Executive Vice President, Chief Financial Officer and Treasurer
Janet T. Clayton59Senior Vice President, Corporate Communications
Bertrand A. Valdman51Senior Vice President, Strategic Planning
Gaddi H. Vasquez58Senior Vice President, Government Affairs
Mark C. Clarke57Vice President and Controller
Ronald L. Litzinger54President, SCE
As set forth in Article IV of Edison International's and the relevant subsidiary's Bylaws, the elected officers of Edison International and its subsidiaries are chosen annually by, and serve at the pleasure of, Edison International and the relevant subsidiary's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the officers of Edison International and its subsidiaries have been activelypublic utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of southern California. Edison International and itsis also the parent company of subsidiaries for more than five years, except for Messrs. Valdman and Vasquez, and Ms. Clayton, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficersCompany PositionEffective Dates
Theodore F. Craver, Jr.
Chairman of the Board, President and Chief
Executive Officer, Edison International


August 2008 to present

Robert L. Adler
Executive Vice President and General Counsel,
Edison International


August 2008 to present

W. James Scilacci
Executive Vice President, Chief Financial Officer and
Treasurer, Edison International


August 2008 to present

Janet T. Clayton
Senior Vice President, Corporate Communications,
Edison International
President, Think Cure1

April 2011 to present
Jan 2008 to April 2011
Bertrand A. Valdman
Senior Vice President, Strategic Planning,
Edison International
Executive Vice President, Chief Operating Officer
Puget Sound Energy
2

March 2011 to present

May 2007 to March 2011
Gaddi H. Vasquez
Senior Vice President, Government Affairs, Edison International and SCE
Senior Vice President, Public Affairs, SCE
Executive Director, Annenberg Foundation Trust at Sunnylands
3
US Ambassador and Permanent Representative to United Nations Agencies in Rome, Italy
May 2013 to present
July 2009 to May 2013
February 2009 to July 2009

October 2006 to January 2009
Mark C. Clarke
Vice President and Controller, Edison International
Vice President and Controller, SCE
Vice President and Controller, EME4
August 2009 to present
December 2012 to present
January 2003 to July 2009
Ronald L. Litzinger
President, SCE
Chairman of the Board, President and Chief
Executive Officer, EMG and EME
4

January 2011 to present

April 2008 to December 2010

1
Think Cure is a community-based nonprofit organization that raises funds to accelerate collaborative research to cure cancer and is not a parent, affiliate or subsidiary of Edison International.
2
Puget Sound Energy is a regulated energy utility in Washington State and is not a parent, affiliate or subsidiary of Edison International.
3
Annenberg Foundation Trust at Sunnylands is an independent nonprofit 501(c)(3) entity that provides a location where national and international leaders may meet in order to facilitate international agreement and supports education programs on the U.S. Constitution. It is not a parent, affiliate or subsidiary of Edison International.
4
EMG is the holding company for EME, an independent power producer and is a wholly-owned subsidiary of Edison International and an affiliate of SCE.

18




EXECUTIVE OFFICERS OF SOUTHERN CALIFORNIA EDISON COMPANY
Executive Officer
Age at
December 31, 2013
Company Position
Ronald L. Litzinger54President
Janet T. Clayton59Senior Vice President, Corporate Communications
Peter T. Dietrich49Senior Vice President
Erwin G. Furukawa57Senior Vice President, Customer Service
Stuart R. Hemphill50Senior Vice President, Power Supply
David L. Mead61Senior Vice President, Transmission and Distribution
Leslie E. Starck58Senior Vice President, Regulatory Affairs
Linda G. Sullivan50Senior Vice President and Chief Financial Officer
Russell C. Swartz62Senior Vice President and General Counsel
Gaddi H. Vasquez58Senior Vice President, Government Affairs
Mark C. Clarke57Vice President and Controller

19




As set forth in Article IV of SCE's Bylaws, the elected officers of SCE are chosen annually by, and serve at the pleasure of, SCE's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the above officers have been actively engaged in the business of SCE, its parent company Edison International, and/or one of SCE's subsidiaries or other affiliates for more than five years, except for Messrs. Dietrich, Vasquez and Ms. Clayton, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficerCompany PositionEffective Dates
Ronald L. Litzinger
President, SCE
Chairman of the Board, President and Chief Executive
Officer, EMG and EME1

January 2011 to present

April 2008 to December 2010

Janet T. Clayton
Senior Vice President, Corporate Communications,
Edison International
President, Think Cure2

April 2011 to present
Jan 2008 to April 2011
Peter T. Dietrich
Senior Vice President, SCE
Chief Nuclear Officer, SCE
Site Vice President, Entergy Nuclear Operations, Inc.,
James A. Fitzpatrick Nuclear Plant
3
November 2010 to present
December 2010 to December 2013

April 2006 to November 2010
Erwin G. Furukawa
Senior Vice President, Customer Service, SCE
Vice President, Customer Programs and Services, SCE
April 2011 to present
April 2007 to April 2011
Stuart R. Hemphill
Senior Vice President, Power Supply, SCE
Senior Vice President, Power Procurement, SCE
Vice President, Renewable and Alternative Power, SCE

January 2011 to present
July 2009 to December 2010
March 2008 to June 2009

David L. Mead
Senior Vice President, Transmission and Distribution, SCE
Vice President, Engineering and Technical Services, SCE

April 2011 to present
May 2008 to April 2011

Leslie E. Starck
Senior Vice President, Regulatory Policy & Affairs, SCE
Vice President, Local Public Affairs, SCE

July 2011 to present
November 2007 to June 2011
Linda G. Sullivan
Senior Vice President and Chief Financial Officer, SCE
Senior Vice President, Chief Financial Officer and
Acting Controller, SCE
Vice President and Controller, Edison International
Vice President and Controller, SCE
March 2010 to present

July 2009 to March 2010
June 2005 to August 2009
June 2005 to June 2009
Russell C. Swartz
Senior Vice President and General Counsel, SCE
Vice President and Associate General Counsel, SCE
Associate General Counsel, SCE
February 2011 to present
February 2010 to February 2011
March 2007 to February 2010
Gaddi H. Vasquez
Senior Vice President, Government Affairs, Edison International
and SCE
Senior Vice President, Public Affairs, SCE
Executive Director, Annenberg Foundation Trust at Sunnylands4
US Ambassador and Permanent Representative to United Nations Agencies in Rome, Italy

May 2013 to present
July 2009 to May 2013
February 2009 to July 2009

October 2006 to January 2009
Mark C. Clarke
Vice President, and Controller, SCE
Vice President and Controller, Edison International
Vice President and Controller, EME1
December 2012 to present
August 2009 to present
January 2003 to July 2009
1
See footnote 4 under Executive Officers of Edison International above.
2
See footnote 1 under Executive Officers of Edison International above.
3
Entergy Nuclear Operations, Inc. is a subsidiary of Entergy Corporation, an integrated energy company and is not a parent, affiliate or subsidiary of SCE.
4
See footnote 3 under Executive Officers of Edison International above.

20




PART II
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Edison International Common Stock is traded on the New York Stock Exchange under the symbol "EIX."
Market information responding to Item 5 is included in "Item 8. Edison International Notes to Consolidated Financial Statements—Note 19. Quarterly Financial Data." There are restrictions on the ability of Edison International's subsidiaries to transfer funds to Edison International that materially limit the ability of Edison International to pay cash dividends. Such restrictions are discussed in the MD&A under the heading "Liquidity and Capital Resources—Edison International Parent and Other," "—SCE—Dividend Restrictions," and in "Item 8. Edison International Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." The number of common stockholders of record of Edison International was 41,000 on February 21, 2014. Additional information concerning the market for Edison International's Common Stock is set forth on the cover page of this report. The description of Edison International's equity compensation plans required by Item 201(d) of Regulation S-K is incorporated by reference to "Part III—Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this report.
Purchases of Equity Securities by Edison International and Affiliated Purchasers
The following table contains information about all purchases of Edison International Common Stock made by or on behalf of Edison International in the fourth quarter of 2013.
Period
(a) Total
Number of Shares
(or Units)
Purchased1
 
(b) Average
Price Paid per Share (or Unit)1
 
(c) Total
Number of Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares
(or Units) that May
Yet Be Purchased
Under the Plans or
Programs
October 1, 2013 to October 31, 2013153,894
  $48.22
   
November 1, 2013 to November 30, 2013478,303
  47.72
   
December 1, 2013 to December 31, 2013227,571
  46.14
   
Total859,768
  47.39
   
1
The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.
Purchases of Equity Securities by Southern California Edison Company and Affiliated Purchasers
Certain information responding to Item 5 with respect to frequency and amount of cash dividends is included in "Item 8. Notescompetitive businesses related to the Consolidated Financial Statements—Note 19. Quarterly Financial Data." As a resultgeneration or use of the formation of a holding company described in Item 1 above, all of the issued and outstanding common stock of SCE is owned by Edison International and there is no market for such stock.
Item 201(d) of Regulation S-K, "Securities Authorized for Issuance under Equity Compensation Plans," iselectricity (the "Competitive Businesses"). Such competitive business activities are currently not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

21




Comparison of Five-Year Cumulative Total Return

 At December 31,
 2008
 2009
 2010
 2011
 2012
 2013
Edison International$100
 $113
 $129
 $144
 $161
 $170
S & P 500 Index100
 126
 145
 149
 172
 228
Philadelphia Utility Index100
 110
 116
 139
 138
 153
Note: Assumes $100 invested on December 31, 2008 in stock or index including reinvestment of dividends. Performance of the Philadelphia Utility Index is regularly reviewed by management and the Board of Directors in understanding Edison International's relative performance and is used in conjunction with elements of Edison International's compensation program.

22




ITEM 6.    SELECTED FINANCIAL DATA
Selected Financial Data: 2009 – 2013
(in millions, except per-share amounts)2013 2012 2011 2010 2009
Edison International         
Operating revenue$12,581
 $11,862
 $10,588
 $9,996
 $9,991
Operating expenses10,866
 9,577
 8,527
 8,177
 8,982
Income from continuing operations979
 1,594
 1,100
 1,144
 751
Income (loss) from discontinued operations, net of tax1
36
 (1,686) (1,078) 164
 197
Net income (loss)1,015
 (92) 22
 1,308
 948
Net income (loss) attributable to common shareholders915
 (183) (37) 1,256
 849
Weighted-average shares of common stock outstanding (in millions)326
 326
 326
 326
 326
Basic earnings (loss) per share:         
Continuing operations$2.70
 $4.61
 $3.20
 $3.34
 $1.98
Discontinued operations0.11
 (5.17) (3.31) 0.50
 0.61
Total$2.81
 $(0.56) $(0.11) $3.84
 $2.59
Diluted earnings (loss) per share:         
Continuing operations$2.67
 $4.55
 $3.17
 $3.32
 $1.98
Discontinued operations0.11
 (5.11) (3.28) 0.50
 0.60
Total$2.78
 $(0.56) $(0.11) $3.82
 $2.58
Dividends declared per share1.3675
 1.3125
 1.285
 1.265
 1.245
Total assets2
$46,646
 $44,394
 $48,039
 $45,530
 $41,444
Long-term debt excluding current portion9,825
 9,231
 8,834
 8,029
 6,509
Capital lease obligations excluding current portion203
 210
 216
 221
 227
Preferred and preference stock of utility1,753
 1,759
 1,029
 907
 907
Common shareholders' equity9,938
 9,432
 10,055
 10,583
 9,841
Southern California Edison Company         
Operating revenue$12,562
 $11,851
 $10,577
 $9,983
 $9,965
Operating expenses10,811
 9,572
 8,454
 8,119
 8,047
Net income1,000
 1,660
 1,144
 1,092
 1,371
Net income available for common stock900
 1,569
 1,085
 1,040
 1,226
Total assets$46,050
 $44,034
 $40,315
 $35,906
 $32,474
Long-term debt excluding current portion9,422
 8,828
 8,431
 7,627
 6,490
Capital lease obligations excluding current portion203
 210
 216
 221
 227
Preferred and preference stock1,795
 1,795
 1,045
 920
 920
Common shareholder's equity10,343
 9,948
 8,913
 8,287
 7,446
Capital structure:     
  
  
Common shareholder's equity48.0% 48.4% 48.5% 49.2% 50.1%
Preferred and preference stock8.3% 8.7% 5.7% 5.5% 6.2%
Long-term debt43.7% 42.9% 45.8% 45.3% 43.7%
1 Effective December 17, 2012, Edison International no longer consolidated the earnings and losses of EME or its subsidiaries and has reflected its ownership interest in EME utilizing the cost method of accounting. Edison International considered EMEmaterial to be an abandoned asset under GAAP, and,report as a result, the operations of EME prior to December 17, 2012 and for all prior years are reflected as

23




discontinued operations in the consolidated financial statements. See "Management Overview—EME Chapter 11 Bankruptcy Filing" in the MD&A and "Item 8. Notes to Consolidated Financial Statements—Note 16. Discontinued Operations" for further information.
2
Total assets includes assets from continuing and discontinued operations.
The selected financial data was derived from Edison International's and SCE's audited financial statements and is qualified in its entirety by the more detailed information and financial statements, including notes to these financial statements, included in this annual report.separate business segment. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its competitive subsidiaries. Unless otherwise described, all of the information contained in this annual report relates to both filers.
(in millions)2014 2013 2014 vs 2013 Change 2012
Net income (loss) attributable to Edison International       
Continuing operations       
SCE$1,453
 $900
 $553
 $1,569
Edison International Parent and Other(26) (21) (5) (66)
Discontinued operations185
 36
 149
 (1,686)
Edison International1,612
 915
 697
 (183)
Less: Non-core items       
     SCE       
Impairment and other charges(72) (365) 293
 
2012 General Rate Case – repair deductions (2009 – 2011)
 
 
 231
     Edison International Parent and Other       
Consolidated state deferred tax impacts related to EME
 
 
 (37)
Gain on sale of Beaver Valley lease interest
 7
 (7) 31
Income from allocation of losses to tax equity investor2
 
 2
 
     Discontinued operations185
 36
 149
 (1,686)
Total non-core items115
 (322) 437
 (1,461)
Core earnings (losses)       
SCE1,525
 1,265
 260
 1,338
Edison International Parent and Other(28) (28) 
 (60)
Edison International$1,497
��$1,237
 $260
 $1,278
Edison International's earnings are prepared in accordance with GAAP used in the United States. Management uses core earnings internally for financial planning and for analysis of performance. Core earnings (losses) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the Company's performance from period to period. Core earnings (losses) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (losses) are defined as earnings attributable to Edison International shareholders less income or loss from discontinued operations, income resulting from allocation of losses to tax equity investor under the HLBV accounting method and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as: exit activities, including sale of certain assets and other activities that are no longer continuing; asset impairments and certain tax, regulatory or legal settlements or proceedings.
SCE's 2014 core earnings increased $260 million for the year primarily due to higher authorized revenues from rate base growth, higher income tax benefits and lower severance costs. In the fourth quarter of 2014, the CPUC authorized an increase in SCE's revenue of $30 million ($18 million after-tax) due to a revised determination of rate base for deferred income taxes. Included in 2014 results is $19 million ($11 million after-tax) from a change in estimate of revenue under its FERC formula rate and $15 million ($9 million after-tax) of benefits related to generator settlements. See "Notes to Consolidated Financial

3




Statements—Note 14. Interest and Other Income and Other Expenses." SCE incurred severance costs (after-tax) related to workforce reductions of $2 million and $31 million in 2014 and 2013, respectively.
Edison International Parent and Other's core losses for 2014 included higher corporate and new business expenses, offset by higher income from Edison Capital's investments in affordable housing projects.
Consolidated non-core items for 2014 and 2013 for Edison International included:
Impairment and other charges of $163 million ($72 million after-tax) in 2014 related to the San Onofre OII Settlement Agreement (as discussed below) and $575 million ($365 million after-tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3. During the fourth quarter of 2014, SCE revised its estimated impact of the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with the advice filing for reimbursement of recorded costs. The total 2014 and 2013 charges resulting from the San Onofre issues and settlement were $738 million ($437 million after-tax). Such amounts do not reflect any recoveries from third parties by SCE. For further information, see "—Permanent Retirement of San Onofre and San Onofre OII Settlement" and "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Impairment of Long-Lived Assets."
Income from discontinued operations, net of tax, included:
Income of $168 million in 2014 related to the impact of completing the transactions called for in the EME Settlement Agreement (as defined below).
Income tax benefits of $39 million during the fourth quarter of 2014 from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other tax impacts related to EME. See "Notes to Consolidated Financial Statements—Note 7. Income Taxes" for further information.
Income tax loss of $22 million in 2014 compared to a benefit of $36 million in 2013 from revised estimates of the tax impact of a tax deconsolidation of EME from Edison International as originally contemplated prior to the EME Settlement. For further information, see "—Resolution of Uncertainty Related to EME in Bankruptcy."
An income tax benefit of $7 million in the first quarter of 2013 from reduction in state income taxes related to the sale of Edison Capital's interest in Unit No. 2 of the Beaver Valley Power plant. The sale of Edison Capital's lease interest was completed in 2012. However, the final determination of state income taxes paid was not completed until the first quarter of 2013 which resulted in a change in the estimate of state income taxes due.
Income of $2 million related to losses allocated to tax equity investors under the HLBV accounting method. For further information, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies." Edison International reflected in core earnings the operating results of the solar rooftop projects, related financings and the priority return to tax equity investor. The losses allocated to the tax equity investor under HLBV method results in income allocated to subsidiaries of Edison International, neither of which is due to the performance of the projects but rather due to the allocation of income tax attributes under the tax equity financing. Accordingly, Edison International has included the non-operating allocation of income as a non-core item.
See "Results of Operations" for discussion of SCE and Edison International Parent and Other results of operations, including a comparison of 2013 results to 2012.
Electricity Industry Trends
The electricity industry is undergoing extensive change, including technological advancements such as customer-owned generation, energy storage and customer-owned generation that may change the nature of energy generation and delivery. Recent trends in the electric industry include:
leveling of demand due to slower population growth, demand side management of energy and an increase in customer-owned generation;
public policy initiatives such as reducing GHG emissions and encouraging competition for the sale and delivery of electricity;
increased need for infrastructure replacement and grid development to accommodate new technologies; and
technological and financing innovation that facilitate conservation and customer-owned generation and changes in electricity generation, transmission and distribution.

244




The electric distribution grid is an important component of California's public policy goals to support a cleaner environment. These policy goals continue to advance as California moves forward in implementing AB 32, the California Global Warming Solutions Act of 2006. AB 32 established a comprehensive program to reduce GHG emissions and required regulations that would reduce California's GHG emissions to 1990 levels by 2020. California law currently requires retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources. The Governor of California has proposed the next set of objectives for 2030 and beyond, which include increasing from 33% to 50% the electricity derived from renewable resources. Also included is a targeted 50% reduction of petroleum use in mobile vehicles, which may result in growth in electric vehicles and investment in charging infrastructure. California’s policy goals in these areas may create opportunities for the electric grid to enable GHG emission reductions by providing the supporting infrastructure to increase adoption of customer-owned generation, electric storage, and electric vehicles but they may increase customer rates and add technical complexity and risk to the safe and reliable operation of the electric grid.
Having considered these trends, SCE is investing in and strengthening its electric grid and driving operational and service excellence to improve system safety, reliability and service while controlling costs and rates. Edison International is investing, at much more modest levels, in Competitive Businesses to largely evaluate the attractiveness of new business models and potential competitive threats to the traditional utility business model.
Distribution Grid Development
The distribution grid needs investment to support two-way flows of electricity created by customer-owned generation as well as new technologies such as electric vehicles and energy storage and is critical to implementing California's public policy goals, including those to reduce GHG emissions. SCE is engaged in initiatives that are not currently addressed in the GRC, including preparing a Distribution Resources Plan and participating in the Charge Ready Program.
Distribution Resources Plan
AB 327 requires SCE and other California investor-owned utilities to submit a proposed Distribution Resources Plan by July 1, 2015. The goal of the Distribution Resources Plan is to facilitate the integration of distributed energy resources at optimal locations in a manner that minimizes overall system costs and maximizes customer benefits from these investments, while at the same time maintaining system safety and reliability. To accomplish this, the plan must evaluate locational benefits and costs of distributed resources located on the distribution system based upon reductions or increases in local generation capacity needs, avoided or increased investments in distribution infrastructure, safety benefits, reliability benefits, and any other savings distributed resources provide to the electric grid or costs to customers.
Charge Ready Program
SCE proposes to increase the availability of electric vehicle charging stations through its Charge Ready program. SCE proposes to work with cities, employers, apartment owners, charging equipment manufacturers and others to deploy up to 30,000 qualified charging stations at locations where cars may be parked for four hours or more. Under the proposal, SCE would build, own and maintain the electric infrastructure needed to serve the qualified charging stations at participating customer locations. Participating customers would install, own, maintain, and operate the charging stations.
The program proposes to begin with a $22 million pilot for installation of up to 1,500 chargers as well as a supporting market education effort. The results of this first phase will help shape Phase 2 of the program, which is expected to cost an additional $333 million over the next five years. SCE requested CPUC approval for its pilot by June 2015, and for Phase 2 by June 2016.
The CPUC issued a decision in December 2014 that reversed a prior prohibition on utility ownership of electric vehicle infrastructure and implemented a case-by-case evaluation requirement for proposed utility investments in electric vehicle infrastructure.
Capital Program
Total capital expenditures (including accruals) were $4.0 billion in 2014 and $3.5 billion in 2013. SCE's year-end rate base (excluding San Onofre) was $23.3 billion at December 31, 2014 compared to $21.1 billion at December 31, 2013.
SCE forecasts capital expenditures in the range of $11.8 billion to $13.4 billion for 2015 – 2017. Actual capital spending will be affected by: changes in regulatory, environmental and engineering design requirements; permitting and project delays; cost and availability of labor, equipment and materials; and other factors. These factors as well as major projects are discussed further under "—Liquidity and Capital Resources—SCE—Capital Investment Plan."

5



Regulatory Matters
2015 General Rate Case
In January 2015, SCE updated its forecasted 2015 base rate revenue requirement request to $5.713 billion, which would be an $80 million increase over currently authorized base rate revenue. The updated base rate revenue requirement request also proposed post-test year increases in 2016 and 2017 of $286 million and $315 million, respectively. The original request, filed in November 2013, included a 2015 base rate revenue requirement request of $6.462 billion, which was subsequently reduced to remove costs related to Four Corners and San Onofre, as directed by the ALJs assigned to the GRC and reflect changes after SCE's rebuttal testimony.
The ORA, recommended that SCE's originally requested 2015 base rate revenue requirement be decreased by approximately $607 million, comprised of approximately $302 million in operations and maintenance expense reductions and approximately $305 million in capital-related revenue requirement reductions. TURN recommended that SCE's originally requested 2015 base rate revenue requirements be decreased by approximately $412 million, comprised of approximately $131 million in operations and maintenance expense reductions and approximately $281 million in capital-related revenue requirement reductions. TURN's recommendation also included a reduction in revenue requirement related to income tax repair deductions that originated during the period 2012 – 2014.
A final 2015 GRC decision is not expected until later in 2015. SCE expects to recognize revenue based on the 2014 authorized revenue requirement until a GRC decision is issued. The CPUC has approved the establishment of a GRC memorandum account, which will make the 2015 revenue requirement ultimately adopted by the CPUC effective as of January 1, 2015. SCE cannot predict the revenue requirement the CPUC will ultimately authorize or provide assurance on the timing of a final decision.
Cost of Capital
In December 2014, the CPUC granted a one-year extension of the date to April 2016 when SCE must file the next cost of capital mechanism application, due to the stability of interest rates since the last cost of capital filing in 2012. As a result, SCE's current authorized cost of capital mechanism is extended through 2016, subject to the trigger mechanism.
The cost of capital trigger mechanism provides for an automatic annual adjustment to SCE's authorized cost of capital in September if the utility bond index changes beyond certain thresholds. The adjustment would apply to the following calendar year. The return on common equity will remain at 10.45% for 2015 and 2016, subject to any index changes that exceed the thresholds for 2016.
Edison International Dividend Policy
In December 2014, Edison International declared a 17.6% increase to the annual dividend rate from $1.42 per share to $1.67 per share. Edison International plans to increase its dividends to common shareholders to its target payout ratio of approximately 45% to 55% of SCE earnings in steps over time.
Permanent Retirement of San Onofre and San Onofre OII Settlement
Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of unexpected tube wear were also discovered. On June 6, 2013, SCE decided to permanently retire and decommission Units 2 and 3.
Settlement of San Onofre CPUC Proceedings
In October 2012, the CPUC issued an OII that consolidated all San Onofre issues in related CPUC regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, and operation and maintenance costs.
On November 20, 2014, the CPUC approved the Amended and Restated Settlement Agreement (the "San Onofre OII Settlement Agreement") that SCE had entered into with TURN, the ORA, SDG&E, the Coalition of California Utility Employees, and Friends of the Earth (together, the "Settling Parties"). The San Onofre OII Settlement Agreement resolved the CPUC's OII and related proceedings regarding the Steam Generator Replacement Project at San Onofre and the related outage and subsequent shutdown of San Onofre. The San Onofre OII Settlement Agreement does not affect proceedings related to recoveries from third parties described below, but does describe how shareholders and customers will share any

6




potential recoveries. SCE has recorded the effects of the San Onofre OII Settlement Agreement. Such amounts do not reflect any recoveries from third parties by SCE.
A lawsuit challenging the CPUC's authority to permit rate recovery of San Onofre costs and an application for rehearing of the CPUC’s decision approving the San Onofre OII Settlement Agreement were filed in November and December 2014, respectively. On February 9, 2015, SCE filed in the OII proceeding a Late-Filed Notice of Ex Parte Communication regarding a meeting in March 2013 between an SCE senior executive and the president of the CPUC, both of whom have since retired from their respective positions. In response, the Alliance for Nuclear Responsibility, one of the intervenors in the OII, filed an application requesting that the CPUC institute an investigation into whether sanctions should be imposed on SCE in connection with the ex parte communication. The application requests that the CPUC order SCE to produce all ex parte communications between SCE and the CPUC or its staff since January 31, 2012 and all internal SCE unprivileged communications that discuss such ex parte communications.
Third-Party Recoveries
San Onofre carries accidental property damage and carried accidental outage insurance issued by NEIL and has placed NEIL on notice of claims under both policies. For further discussion of potential NEIL insurance recoveries and how they would be shared with customers and SCE, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
SCE is also pursuing claims against MHI, which designed and supplied the RSGs. In October 2013, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and its customers and in its capacity as Operating Agent for San Onofre. MHI has denied any liability and has asserted counterclaims for $41 million, for which SCE has denied any liability. The other
co-owners (SDG&E and Riverside) have been added as additional claimants in the arbitration, with party status. For further discussion of potential recoveries from MHI and how they would be shared with customers, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
Rate Impacts
Due to the implementation of the settlement as of December 31, 2014, including the refund of revenue related to the Steam Generator Replacement Project, the refund of the difference between authorized and recorded operation and maintenance expenses for 2013 and 2014, the refund from the reduction of returns on the balance of its San Onofre investment and the other elements of the settlement will result in a refund to customers of approximately $540 million. Such refunds under the San Onofre OII Settlement Agreement were effectuated through a reduction in SCE's ERRA undercollection. At December 31, 2014, SCE's ERRA undercollection was $1.03 billion. The ERRA undercollection is expected to continue to decrease during 2015 assuming:
approval of SCE's request to classify the majority of costs incurred at San Onofre since June 7, 2013 as decommissioning costs and provide reimbursement from SCE's nuclear decommissioning trust; and
approval of SCE's 2015 ERRA forecast application, with implementation of revised rates occurring during the first quarter of 2015.
These decreases will be impacted by over/undercollection of purchased power and fuel costs during 2015, including changes in natural gas and power prices.
SCE may finance unrecovered power procurement-related costs with commercial paper or other borrowing, subject to availability in the capital markets. Delays in approval of rate increases to recover undercollection of fuel and purchase power costs would adversely impact SCE's liquidity. For further information on 2015 ERRA forecast application, see "Liquidity—Regulatory Proceedings—ERRA Forecast Filing – 2015."

7




NRC Proceedings
For information on the NRC proceedings, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
Decommissioning
The decommissioning of a nuclear plant requires the management of three related activities: radiological decommissioning, non-radiological decommissioning and the management of spent nuclear fuel. The decommissioning process is expected to take many years. In June 2013, SCE began the initial activity phase of radiological decommissioning by filing with the NRC a certification of permanent cessation of power operations at San Onofre. Notifications of permanent removal of fuel from the reactor vessels were provided in June and July 2013 for Units 3 and 2, respectively. On September 23, 2014, SCE submitted its Post-Shutdown Decommissioning Activities Report ("PSDAR"), Irradiated Fuel Management Plan and Decommissioning Cost Estimate for San Onofre, Units 2 and 3 to the NRC. These submittals were subject to a ninety-day period for NRC review and acceptance, which expired on December 27, 2014. SCE is now permitted to start major radiological decommissioning activities pursuant to NRC regulations, provided SCE obtains all necessary environmental permits for decommissioning. During the second quarter of 2014, SCE updated its decommissioning cost estimate based on a site specific assessment. The decommissioning cost estimate in 2014 dollars is $4.4 billion (SCE share – $3.3 billion) and includes costs from June 7, 2013 through to the respective completion dates to decommission San Onofre Units 2 and 3 estimated to be in 2052. The decommissioning cost estimate is subject to a number of estimates including the cost of burial of nuclear waste, cost of removal of property, site remediation costs as well as a number of other assumptions and estimates, including when the federal government may remove spent fuel canisters from the San Onofre site, as to which there can be no assurance. The cost estimate is subject to change and such changes may be material. SCE's share of the present value of decommissioning costs using current discount rates was $3.0 billion at December 31, 2014. For further information, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Asset Retirement Obligation."
SCE has nuclear decommissioning trust funds for San Onofre Units 2 and 3 of $3.4 billion as of December 31, 2014. If the decommissioning cost estimate and assumptions regarding trust performance do not change, SCE believes that future contributions to the trust funds will not be necessary. The CPUC must issue an order granting prior approval for withdrawal of decommissioning trust funds. SCE has filed a request with the CPUC to authorize release of trust funds for costs up to a specified cost cap of $214 million to cover SCE's share of 2013 decommissioning costs. The request also seeks CPUC approval for a process by which SCE will be able to seek the release of trust funds to cover decommissioning costs incurred in 2014 and future periods until the CPUC approves a permanent San Onofre decommissioning plan and cost recovery mechanism.
Depending on the ultimate interpretation of IRS regulations, which address the taxation of a qualified nuclear decommissioning trust, SCE may be restricted from withdrawing amounts from the qualified decommissioning trusts to pay for independent spent fuel storage installation ("ISFSI") where SCE is seeking, or plans to seek, recovery of the ISFSI costs in litigation against the DOE. For further information, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel." SCE intends to participate as part of an industry coalition in working with the IRS and the Department of Treasury to pursue an interpretation of the IRS regulations that is consistent with Congress’ intent when this tax provision was enacted by Congress in 1984. If SCE is unable to obtain timely reimbursement of such costs, it may delay decommissioning activities. Furthermore, expenditures incurred are expected to be funded by SCE until such time as a favorable determination is made or the DOE litigation for such period is resolved. For further information, see "Risk Factors—Risk Factors Relating to SCE—Operating Risks."
Decommissioning costs incurred in 2013 and 2014 have been recorded as operations and maintenance expenses pending the CPUC decision on access to the trusts for reimbursement. Accordingly, such costs have been recovered through GRC revenues. Costs incurred for 2013 have been found reasonable under the San Onofre OII. The CPUC will conduct a reasonableness review for 2014 costs and years going forward. Beginning in 2015, SCE must fund decommissioning costs until the CPUC approves SCE's request to access the trust funds. Currently, SCE expects that the CPUC would approve access to the trust in 2015. SCE's share of the estimated decommissioning costs to be incurred in 2015, subject to change, are approximately $200 million.

8




ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND Resolution of Uncertainty Related to EME in Bankruptcy
In February 2014, Edison International, EME and the Consenting Noteholders entered into a settlement agreement (the "EME Settlement Agreement") pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the EME Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the EME Settlement Agreement, was completed on April 1, 2014.
Under the EME Settlement Agreement, Edison International made the first of three cash payments to the Reorganization Trust of $225 million in April 2014. In August 2014, Edison International entered into an amendment of the Settlement Agreement that finalized the remaining matters related to the EME Settlement including setting the amount of the two remaining installment payments, including interest, at $204 million due on September 30, 2015 and $214 million due on September 30, 2016. As a result of the EME Settlement Agreement, Edison International recorded, as part of discontinued operations, income of $168 million during the year ended December 31, 2014 related to changes in estimates of the net impact of retaining income tax attributes less the above payment obligations and assumed liabilities. See "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations." As part of the settlement, Edison International retained ownership interest of EME and tax attributes of approximately $1.2 billion. Edison International expects to realize the tax attributes over time, depending upon the tax position of Edison International.

9




RESULTS OF OPERATIONS
SCE
SCE's results of operations are derived mainly through two sources:
Utility earning activities – representing revenue authorized by the CPUC and FERC which is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investment in generation, transmission and distribution assets. The annual revenue requirements are comprised of authorized operation and maintenance costs, depreciation, taxes and a return consistent with the capital structure. Also, included in utility earnings activities are revenues or penalties related to incentive mechanisms, other operating revenue, and regulatory charges or disallowances.
Utility cost-recovery activities – representing CPUC- and FERC-authorized balancing accounts which allow for recovery of specific project or program costs, subject to reasonableness review or compliance with upfront standards. Utility cost-recovery activities include rates which provide recovery, subject to reasonableness review of, among other things, fuel costs, purchased power costs, public purpose related-program costs (including energy efficiency and demand-side management programs) and certain operation and maintenance expenses.
The following table is a summary of SCE's results of operations for the periods indicated.
 201420132012
(in millions)
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Operating revenue$6,831
$6,549
$13,380
$6,602
$5,960
$12,562
$6,682
$5,169
$11,851
Purchased power and fuel
5,593
5,593

4,891
4,891

4,139
4,139
Operation and maintenance2,106
951
3,057
2,348
1,068
3,416
2,518
1,026
3,544
Depreciation, decommissioning and amortization1,720

1,720
1,622

1,622
1,562

1,562
Property and other taxes318

318
307

307
296
(1)295
Impairment and other charges163

163
575

575
32

32
Total operating expenses4,307
6,544
10,851
4,852
5,959
10,811
4,408
5,164
9,572
Operating income2,524
5
2,529
1,750
1
1,751
2,274
5
2,279
Interest expense(528)(5)(533)(519)(1)(520)(494)(5)(499)
Other income and expenses43

43
48

48
94

94
Income before income taxes2,039

2,039
1,279

1,279
1,874

1,874
Income tax expense474

474
279

279
214

214
Net income1,565

1,565
1,000

1,000
1,660

1,660
Preferred and preference stock dividend requirements112

112
100

100
91

91
Net income available for common stock$1,453
$
$1,453
$900
$
$900
$1,569
$
$1,569
Core earnings1
  $1,525
  $1,265
  $1,338
Non-core earnings  

  

  

Impairment and other charges  (72)  (365)  
2012 General Rate Case – repair deductions (2009 – 2011)  
  
  231
Total SCE GAAP earnings

 $1,453
  $900
  $1,569
1
See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

10




Utility Earning Activities
2014 vs 2013
Utility earning activities were primarily affected by the following:
Higher operating revenue of $229 million due to:
An increase in CPUC-related revenue of $370 million primarily related to the increase in authorized revenue to support rate base growth, including $30 million of additional revenue from revisions to its 2012 – 2014 GRC revenue requirement related to deferred income taxes.
An increase in FERC-related revenue of $130 million primarily related to rate base growth and higher operating costs, including $19 million of additional revenue from a change in estimate under the FERC formula rate mechanism.
Energy efficiency incentive awards were $22 million in 2014 compared to $14 million in 2013.
Generator settlements of $15 million. See "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities—Regulatory Balancing Accounts."
A decrease in San Onofre-related estimated revenue of $188 million, as discussed below.
A decrease in Four Corners-related revenue of $105 million due to the sale of SCE's ownership interest in the Four Corners Generating Station in December 2013 (primarily offset in operation and maintenance and depreciation expense as indicated below).
Lower operation and maintenance expense of $242 million primarily due to:
A decrease in San Onofre-related expense of $179 million as discussed below and a decrease in Four Corners-related expense of $60 million due to the sale in December 2013.
A decrease in severance costs of $34 million (excluding San Onofre). In 2014 and 2013, SCE commenced multiple efforts to reduce its workforce in order to reflect SCE's strategic direction to optimize its cost structure, moderate customer rate increases and align its cost structure with its peers. Severance costs related to workforce reductions (excluding severance related to the permanent retirement of San Onofre Unit 2 and 3 recovered in the San Onofre OII Settlement Agreement) were $4 million in 2014 and $38 million in 2013 (See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans—Workforce Reductions"). SCE is continuing its efforts to improve operational efficiency. These efforts may lead to additional severance or other charges which cannot be estimated at this time.
A decrease of $30 million primarily related to lower customer service and outside service costs, as well as $20 million of planned outage costs at Mountainview in 2013.
An increase of $85 million of higher operating costs primarily related to transmission and distribution, information technology, legal, safety and insurance costs.
Higher depreciation, decommissioning and amortization expense of $98 million due to a $155 million increase in depreciation mainly related to transmission and distribution investments, partially offset by a decrease in San Onofre-related expense of $14 million discussed below and lower Four Corners-related expense of $45 million due to the sale in December 2013.
Impairment charge of $163 million ($72 million after-tax) in 2014 related to the San Onofre OII Settlement Agreement, as discussed below.
Higher interest expense of $9 million primarily due to lower capitalized interest (AFUDC debt) and higher long-term debt balances to support rate base growth.
Lower other income and expenses of $5 million primarily due to lower AFUDC equity income related to lower AFUDC rates and lower construction work in progress balances in 2014, lower interest income and higher other expenses, offset by $7 million in sales tax refund related to San Onofre discussed below and lower penalties. In 2014 and 2013, SCE incurred penalties of $15 million and $20 million, respectively, resulting from the San Bernardino and San Gabriel settlements in 2014 and Malibu Fire Order Instituting Investigation settlement in 2013. See "Notes to Consolidated Financial Statements—Note 14. Interest and Other Income and Other Expenses."

11




Higher income taxes of $195 million primarily due to higher pre-tax income. See "—Income Taxes" below for more information.
Higher preferred and preference stock dividends of $12 million related to a new issuance in 2014.
On June 6, 2013, SCE decided to permanently retire San Onofre Units 2 and 3. During 2014, SCE entered into the San Onofre OII Settlement Agreement to resolve CPUC regulatory issues associated with San Onofre. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" above for more information. The following table summarizes the results of operations attributable to the San Onofre plant for the years ended December 31, 2014 and 2013, respectively, and is included in Utility Earnings above:
 Years ended December 31, 
(in millions)2014 2013 
Revenue$166
1 
$354
 
Operating expenses    
Operation and maintenance93
 272
5 

Depreciation and amortization44
2 
58
 
Property and other taxes16
3 
23
 
Impairment and other charges163
4 
575
 
AFUDC
 (6) 
Total operating expenses316
 922
 
Loss before taxes$(150) $(568) 
1
Includes a 2014 revenue adjustment of $11 million related to a CPUC decision to refund Unit 1 decommissioning costs to the Nuclear Decommissioning Trusts.
2
Represents amortization of the San Onofre regulatory asset beginning October 1, 2014.
3
Includes property and sales tax refunds of $5 million and $7 million related to replacement steam generators for the year ended December 31, 2014. The sales tax refund is included in "Interest and other income" on the consolidated income statements.
4
During the fourth quarter of 2014, SCE revised its estimated impact of the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with advice filing for reimbursement of recorded costs.
5
Includes severance costs of $63 million for the year ended December 31, 2013.
2013 vs 2012
Utility earning activities were primarily affected by the following:
Lower operating revenue of $80 million was primarily due to the following:
A decrease in San Onofre-related estimated revenue of $303 million primarily due to lower operating costs, no longer recognizing the return on San Onofre rate base and ceasing depreciation, beginning in June 2013.
An increase in CPUC-related revenue of $60 million primarily related to the increase in authorized revenue to support rate base growth and operating expenses which was partially offset by the lower CPUC-adopted 2013 return on common equity and Edison SmartConnect® revenue, resulting from the full deployment of the program in 2012.
An increase in FERC-related revenue of $170 million primarily related to rate base growth and higher operating costs.
Energy efficiency earnings were $14 million in 2013 compared to $15 million in 2012.

12




Lower operation and maintenance expense of $170 million was primarily due to the following:
A decrease in San Onofre-related expense of $170 million primarily due to lower operating costs of $109 million resulting from the early retirement of Units 2 and 3 in June 2013 and $35 million in 2012 related to the scheduled outage at Unit 2. In addition, SCE had lower incremental inspection and repair costs of $53 million (net of SCE's share of payments received from MHI in 2012), which were not offset in revenue above. These factors were partially offset by additional severance costs of $27 million ($63 million and $36 million in 2013 and 2012, respectively).
A decrease of $95 million in expense in 2013 due to the full deployment of the Edison SmartConnect® program in 2012.
A decrease in severance costs of $40 million due to the reductions in workforce (excluding San Onofre) that commenced in 2012.
An increase of $85 million of higher operating costs primarily related to information technology, safety, legal and insurance costs.
$45 million of planned outage costs at Mountainview, repair costs at Four Corners, and higher operating costs on CPUC- and FERC-related projects.
Higher depreciation, decommissioning and amortization expense of $60 million was primarily related to increased transmission and distribution investments, including capitalized software costs, offset by the impact of $67 million from ceasing depreciation on the San Onofre assets, beginning in June 2013.
$575 million impairment charge ($365 million after-tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3.
Lower interest income and other of $46 million primarily due to lower AFUDC equity related to lower rates and construction work in progress balances in 2013. In addition, SCE had higher other expenses due to a $20 million penalty that resulted from the Malibu Fire Order Instituting Investigation settlement that was imposed by the CPUC in 2013. See "Notes to Consolidated Financial Statements—Note 14. Interest and Other Income and Other Expenses."
Higher interest expense of $25 million primarily due to higher balances on long-term debt to support rate base growth and lower AFUDC debt due to lower rates and construction work in progress balances in 2013.
Higher income taxes of $65 million primarily due to lower income tax benefits, including lower repair deductions (as determined for income tax purposes). See "—Income Taxes" below for more information.
Utility Cost-Recovery Activities
2014 vs 2013
Utility cost-recovery activities were primarily affected by the following:
Higher purchased power and fuel expense of $702 million was primarily driven by an increased load related to warmer weather and higher power and gas prices experienced in 2014 relative to 2013, partially offset by lower fuel expense in 2014 due to the sale of Four Corners in December 2013 and generator settlements refunded to customers (see "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities" for more information). In addition, in 2014, the CAISO issued invoices implementing a FERC order which revised FERC tariffs for costs associated with scheduling coordinator activities. The impact of implementing the order and revised invoices resulted in a transmission refund of $106 million reflected in operation and maintenance expense and a generation surcharge of $83 million reflected in purchased power expense. These transactions did not impact earnings as the net refund was provided to customers through a FERC balancing account mechanism. Fuel costs were $256 million in 2014 and $324 million in 2013.
Lower operation and maintenance expense of $117 million primarily due to the CAISO refund of $106 million mentioned above, a decrease in pension and postretirement benefit expenses and lower costs for the GHG cap-and-trade program related to utility owned generation, partially offset by higher spending on various public purpose programs and higher transmission access charges. See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for more information.

13




2013 vs 2012
Utility cost-recovery activities were primarily affected by the following:
Higher purchased power and fuel expense of $752 million was primarily driven by higher power and gas prices in 2013, partially offset by lower realized losses on economic hedging activities ($56 million in 2013 compared to $227 million in 2012) and by a $43 million credit received from the ISO for SCE’s share of a settlement between the FERC and an ISO participant. Fuel costs were $324 million in 2013 and $308 million in 2012.
Higher operation and maintenance expense of $42 million primarily due to costs for the GHG cap-and-trade program related to utility owned generation, higher costs related to transmission and distribution expenses, higher pension expenses, partially offset by lower spending on various public purpose programs.
Supplemental Operating Revenue Information
SCE's retail billed and unbilled revenue (excluding wholesale sales and balancing account over/undercollections) was $12.2 billion for 2014, $11.6 billion for 2013 and $11.2 billion for 2012.
The 2014 revenue reflects:
An increase of $428 million primarily due to the implementation of the 2014 ERRA rate increase in June 2014 and the increase in GRC authorized revenue, partially offset by the greenhouse gas auction revenue refunded to customers in April and October 2014, and
A sales volume increase of $226 million due to higher load requirements related to warmer weather experienced in 2014 compared to 2013.
The 2013 revenue reflects:
An increase of $435 million and a sales volume decrease of $29 million. The increase is primarily due to the implementation of the 2012 GRC decision.
The 2012 revenue reflects:
A sales volume increase of $1.4 billion, primarily due to SCE providing power that was previously provided by California Department of Water Resources (CDWR) contracts partially offset by:
A decrease of $344 million, resulting from rate adjustments in June 2011 and August 2012, primarily reflecting lower natural gas prices and refunds to customers of overcollected fuel and power procurement-related costs recorded through the ERRA balancing account.
As a result of the CPUC-authorized decoupling mechanism, SCE earnings are not affected by changes in retail electricity sales (see "Business—SCE—Overview of Ratemaking Process").
Income Taxes
SCE’s income tax provision increased by $195 million in 2014 compared to 2013. The effective tax rates were 23.2% and 21.8% for 2014 and 2013, respectively. The effective tax rate increase in 2014 was primarily due to higher state income taxes.
SCE’s income tax provision increased by $65 million in 2013 compared to 2012. The effective tax rates were 21.8% and 11.4% for 2013 and 2012, respectively. The effective tax rate increase in 2013 was primarily due to lower tax benefits associated with repair deductions as discussed below.
The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences, which reverse over time. The accounting treatment for these temporary differences results in recording regulatory assets and liabilities for amounts that would otherwise be recorded to deferred income tax expense.
See "Notes to Consolidated Financial Statements—Note 7. Income Taxes" for a reconciliation of the federal statutory rate of 35% to the effective income tax rates and "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" above for more information.

14




Earnings Benefit from Repair Deductions
Edison International made a voluntary election in 2009 to change its tax-accounting method for certain repair costs incurred on SCE's transmission, distribution and generation assets. Regulatory treatment for the incremental deductions taken after the 2009 election to change SCE's tax accounting method for certain repair costs was included as part of SCE's 2012 GRC. The 2012 GRC decision retained flow-through treatment of repair deductions for regulatory purposes, which resulted in SCE recognizing an earnings benefit of $231 million from these incremental deductions taken in 2009, 2010 and 2011. Incremental repair deductions represent amounts recognized for regulatory accounting purposes in excess of amounts included in the authorized revenue requirements through the general rate case proceedings. The earnings benefit results from recognition of a regulatory asset for recovery of deferred income taxes in future periods. Incremental repair deductions for the years 2012 – 2014 resulted in additional income tax benefits of $133 million in 2014, $89 million in 2013 and $115 million in 2012.
For a discussion of the status of Edison International's income tax audits, see "Notes to Consolidated Financial Statements—Note 7. Income Taxes."
Edison International Parent and Other
Results of operations for Edison International Parent and Other includes amounts from other nonutility subsidiaries that are not significant as a reportable segment, as well as intercompany eliminations.
Loss from Continuing Operations
The following table summarizes the results of Edison International Parent and Other:
 Years ended December 31,
(in millions)2014 2013 2012
Edison Energy and subsidiaries$(5) $(3) $
Edison Mission Group and subsidiaries36
 24
 19
Corporate expenses and Other(57) (42) (85)
Total Edison International Parent and Other$(26) $(21) $(66)
The loss from continuing operations of Edison International Parent and Other increased $5 million in 2014 due to:
An increase in the loss of Edison International Parent and Other primarily due to higher corporate expenses.
An increase in income from EMG and subsidiaries of $12 million primarily due to higher income from affordable housing projects, including asset sales and income tax benefits. EMG’s subsidiary, Edison Capital, continues to wind down its remaining affordable housing investments. Earnings from Edison Capital were $34 million in 2014 and $24 million in 2013.
A slight increase in losses of Edison Energy. Edison Energy and subsidiaries' 2014 operating activities primarily relate to construction of 26 megawatts of solar rooftop projects, including projects that will sell their output to third parties under long-term power sales agreements.
The loss from continuing operations of Edison International Parent and Other decreased $45 million in 2013 due to:
Higher losses in 2012 due to a $37 million charge resulting from Edison International's update to its estimated long-term California apportionment rate applicable to deferred income taxes as a result of changes related to EME.
The results for EMG include earnings from Edison Capital of $24 million in 2013 and $22 million in 2012. Edison Capital's 2013 results included income from the wind down of its asset portfolio while Edison Capital's 2012 results included higher income taxes. In addition, during 2012, Edison Capital sold its lease interest in Unit No. 2 of the Beaver Valley Nuclear Plant resulting in a $31 million benefit in 2012 and an additional income tax benefit of $7 million in 2013 from a revised estimate of state income taxes related to the sale. The results for EMG in 2012 also include a write-down of an investment.

15




Income (Loss) from Discontinued Operations (Net of Tax)
Income (loss) from discontinued operations, net of tax, was $185 million, $36 million and $(1.69) billion for the years ended December 31, 2014, 2013 and 2012, respectively. The 2014 income reflects earnings of $168 million due to the completion of the Amended Plan of Reorganization, including transactions recorded in 2014 associated with the sale of substantially all of EME's assets to NRG Energy, Inc. and other transactions called for in the EME Settlement Agreement. The 2014 income also includes income tax benefits of $39 million from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other impacts related to EME. In addition, discontinued operations reflect an income tax loss of $22 million in 2014 compared to a benefit of $36 million in 2013 from revised estimates of the tax impact of a tax deconsolidation of EME from Edison International as originally contemplated prior to the EME Settlement.
The 2012 loss reflects an earnings charge of $1.3 billion due to the full impairment of the investment in EME during the fourth quarter of 2012 as a result of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, a provision for losses from the EME bankruptcy and estimated tax impacts related to the tax deconsolidation and separation of EME from Edison International. The 2012 loss also reflects a $53 million earnings charge associated with the divestiture by Homer City of substantially all of its remaining assets and certain specified liabilities. For additional information, see "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations."
LIQUIDITY AND CAPITAL RESOURCES
SCE
SCE's ability to operate its business, fund capital expenditures, and implement its business strategy is dependent upon its cash flow and access to the capital markets. SCE's overall cash flows fluctuate based on, among other things, its ability to recover its costs in a timely manner from its customers through regulated rates, changes in commodity prices and volumes, collateral requirements, interest obligations, dividend payments to Edison International, and the outcome of tax and regulatory matters.
SCE expects to fund its 2015 obligations, capital expenditures and dividends through operating cash flows, tax benefits and capital market financings of debt and preferred equity, as needed. SCE also has availability under its credit facilities to fund requirements.
The Tax Increase Prevention Act of 2014 extended 50% bonus depreciation for qualifying property retroactive to January 1, 2014 and through 2015 for certain long production period property. This extension is expected to benefit cash flow in 2015 as SCE utilizes net operating losses to reduce tax liabilities. The impact on cash flow represents an acceleration of tax benefits that would have otherwise been deductible over the life of the qualifying assets.
Available Liquidity
At December 31, 2014, SCE had $2.27 billion available under its $2.75 billion credit facility, for further details see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." SCE may finance unrecovered power procurement-related costs as well as other balancing account undercollections and working capital requirements to support operations and capital expenditures with commercial paper or other borrowings, subject to availability in the capital markets.
In January 2015, SCE issued $550 million of 1.845% amortizing first and refunding mortgage bonds due in 2022, $325 million of 2.40% first and refunding mortgage bonds due in 2022, $425 million of 3.6% first and refunding mortgage bonds due in 2045. The amortizing first and refunding mortgage bonds have been designated as a financing of the San Onofre regulatory asset. The proceeds were used to repay outstanding debt and for general corporate purposes.
Debt Covenant
The debt covenant in SCE's credit facility limits its debt to total capitalization ratio to less than or equal to 0.65 to 1. At December 31, 2014, SCE's debt to total capitalization ratio was 0.44 to 1.

16




Capital Investment Plan
SCE forecasts capital expenditures for 2015 – 2017 in the range of $11.8 billion to $13.4 billion. The high end of the range reflects the requested level of spending in the GRC and other CPUC proceedings. The low end of the range reflects a 12% reduction from requested levels using management judgment based on historical experience. The completion of projects, the timing of expenditures, and the associated cost recovery may be affected by permitting requirements and delays, construction schedules, availability of labor, equipment and materials, financing, legal and regulatory approvals and developments, community requests or protests, weather and other unforeseen conditions.
SCE's 2014 actual capital expenditures (including accruals) and the 2015 – 2017 forecast for major capital expenditures are set forth in the table below:
(in millions) 
2014
Actual
2015201620172015 – 2017 Total
Transmission $888
$785
$1,323
$1,238
$3,346
Distribution 2,871
3,095
3,217
3,085
9,397
Generation 208
215
226
202
643
Total estimated capital expenditures1
 $3,967
$4,095
$4,766
$4,525
$13,386
Total estimated capital expenditures for 2015 – 2017 (using the range discussed above)  $3,604
$4,194
$3,981
$11,779
1
Included in SCE's capital expenditures plan are projected environmental capital expenditures of approximately 15% for each year presented. The projected environmental capital expenditures are to comply with laws, regulations, and other nondiscretionary requirements.
Capital expenditures for projects under CPUC jurisdiction are recovered through the authorized revenue requirement in SCE's general rate cases or through other CPUC-authorized mechanisms. Recovery of planned capital expenditures for projects under CPUC jurisdiction for 2015 through 2017 are subject to the outcome of the 2015 GRC or other CPUC approvals. Recovery for 2015 – 2017 planned expenditures for projects under FERC jurisdiction will be pursued through FERC-authorized mechanisms.
Transmission Projects
A summary of SCE's large transmission and substation projects during the next three years is presented below:
Project NameProject Lifecycle PhaseScheduled in Service Date
Direct Expenditures1(in millions)
2015 – 2017 Forecast (in millions)
Tehachapi 4-11In construction2016 – 2017$2,430
$500
West of DeversIn licensing2019 – 20201,034
542
Coolwater-LugoIn licensing2018740
602
1
Direct expenditures include direct labor, land and contract costs incurred for the respective projects and exclude overhead costs that are included in the capital expenditures forecasted for 2015 – 2017.
Tehachapi Project
The Tehachapi Project consists of new and upgraded electric transmission lines and substations between eastern Kern County and San Bernardino County and was undertaken to bring renewable resources in Kern County to energy consumers in the Los Angeles basin and the California energy grid. The project consists of eleven segments. Segments 1-3 were placed in service beginning in 2009 through 2013. Portions of segments 4-11 were placed in service in 2013 with the remaining portions expected to be in service in 2015 and 2017.
The maximum cost estimate used by the CPUC to determine public need for segments 4-11 was established in 2009 at $1.5 billion in 2009 dollars, which was lower than SCE’s requested cost estimate of $1.7 billion (cost estimates made in Tehachapi regulatory filings are in constant dollars in the year of the filing and include direct expenditures and corporate overhead costs). Subsequently, the estimated costs of the project increased due to a number of factors, including engineering scope/design changes, licensing delays, added environmental mitigation and compliance costs, and added construction costs. In addition, the CPUC ordered SCE to underground a 3.5-mile portion of the line that traverses Chino Hills; setting a

17




maximum cost estimate in 2013 of $224 million for the underground portion. The cost estimate that SCE had proposed in 2013 for the underground portion of the Tehachapi Project was $372 million. Separately, during 2013, the CPUC ordered SCE to implement FAA-related scope changes, such as aviation marking and lighting. Including the underground portion of the line, the CPUC has acknowledged a total maximum cost estimate to determine public need in 2013 of as much as $2.2 billion to $2.3 billion. Because SCE has not completed final engineering on all aspects of segments 4-11, SCE has not yet filed a petition for modification with the CPUC for the current 2014 cost estimate of $2.7 billion. Opposition in other communities affected by the project could potentially cause further delays and additional costs. Cost recovery for the project is subject to FERC review and approval.
West of Devers Project
West of Devers Project will upgrade SCE's existing West of Devers transmission line system by replacing a portion of the existing 220 kV transmission lines and associated structures with higher-capacity transmission lines and structures. The West of Devers project is intended to facilitate the delivery of electricity produced by new electric generation resources that are being developed or planned in eastern Riverside County.
Coolwater-Lugo Transmission Project
The Coolwater-Lugo Project will provide additional 220 kV transmission capacity needed in the Kramer Junction and Lucerne Valley areas of San Bernardino County to alleviate an existing bottleneck in order to facilitate interconnection of current and future renewable generation projects. The Coolwater-Lugo scope primarily consists of installing new transmission lines and new substation facilities. The operator of the Coolwater Generating Station has informed the CPUC of its intent to permanently retire the station. Under the CAISO's tariff, the operator will retain deliverability priority to the existing line for a period of at least three years, absent the commitment by the operator not to repower or restart the station. SCE believes it would be premature to delay licensing. However should the operator commit to not repower or restart the station, the capacity on the lines would become available to other generators. In addition, the upcoming CAISO deliverability reassessment study could affect the need for this project. SCE has obtained FERC approval for abandoned plant cost recovery in the event the project is not completed.
Competitive Transmission Projects
SCE no longer has a federally-based right to construct certain of the new transmission facilities in its service territory and must competitively bid on such projects. In January 2015, the CAISO reported that SCE was one of six bidders that it will consider to build and own the Delaney Colorado River transmission project. The CAISO estimated that the project will cost approximately $300 million, which is not included in the table above. SCE expects a CAISO decision on the project award in the second half of 2015. For more information on transmission infrastructure competition, see "Business—SCE—Competition."
Distribution Projects
Distribution expenditures include projects and programs to meet reliability, infrastructure replacement (including replacement of poles to meet current compliance and safety standards), customer load growth requirements, information and other technology and related facility requirements (sometimes referred to as "general plant").
Generation Projects
Generation expenditures include maintenance-related capital expenditures associated with Palo Verde and SCE's hydroelectric and gas-fired generation infrastructure and renewal of FERC operating licenses. Infrastructure expenditures include dam improvements, flowline and substation refurbishments, and powerline replacements. Equipment replacement expenditures include transformers, automation, switchgear, hydro turbine repowers, generator rewinds, and small generator replacements.
Regulatory Proceedings
Energy Efficiency Incentive Mechanism
In December 2014, the CPUC awarded SCE an incentive of $22 million for the 2012 and 2013 energy efficiency program years. The CPUC has not completed its assessment of energy efficiency fixed price contract cost accounting practices which could result in additional earnings of $6.2 million for the 2011 and 2012 program years. There is no assurance that the CPUC will make an award for any given year.

18




In November 2014, TURN and the ORA filed separate petitions with the CPUC asking for the rescission of the CPUC's December 2010 energy efficiency decision that awarded the California investor-owned utilities incentive awards, including a final, trued up incentive payment of $24.1 million to SCE for savings achieved by its 2006 – 2008 energy efficiency programs. Prior CPUC decisions had awarded SCE $50.4 million for savings achieved by its 2006 – 2008 energy efficiency programs. The TURN and ORA petitions allege that ex parte communications between PG&E and the former president of the CPUC, which were disclosed in an October 2014 report filed by PG&E, taint the entire 2010 energy efficiency decision and that the decision should be vacated. SCE disputes the assertion that SCE should be at risk to repay previously awarded incentives. It is currently uncertain how these petitions will be considered by the CPUC.
FERC Formula Rates
In November 2014, SCE filed its 2015 annual update with the FERC with the rates effective from January 1, 2015 to December 31, 2015. The update provided support for an increase in SCE's transmission revenue requirement of $89 million or 10.8% over amounts currently authorized in rates. The primary reason for the increase is the inclusion of costs associated with several large transmission projects that were completed in 2013, including Devers-Colorado River, Eldorado-Ivanpah, and the Red Bluff substation.
ERRA Forecast Filing 2015
Rates related to fuel and purchased power are set annually based on a forecast of the costs SCE expects to incur in the following year. Actual fuel and power costs that are either greater or less than the forecast are tracked in the ERRA balancing account and collected from or refunded to customers in subsequent periods depending upon whether the balancing account is under collected or over collected. In December 2014, the CPUC issued a proposed decision on SCE's 2015 ERRA forecast application adopting an annual revenue requirement of $5.59 billion, an increase of approximately $437 million over the 2014 revenue requirement. SCE expects to implement this requirement in rates in the first half of 2015.
Energy Storage Requirements
In October 2013, the CPUC issued a decision adopting policies and targets for energy storage procurement. Under the Energy Storage Procurement Framework and Design Program, SCE is required to procure a total of 580 MW (of the 1,325 total MW for the three California investor-owned utilities) of energy storage by 2020 and to install and deliver the storage to the electric grid by the end of 2024. SCE may request deferment of up to 80% of its procurement targets if it can show unreasonableness of cost or lack of an operationally viable number of bids in the solicitations. SCE is required to launch competitive solicitations in 2014, 2016, 2018, and 2020. SCE is also required to file an application for procuring the specified energy storage resources before each procurement cycle and solicitation. SCE's first Energy Storage Procurement Application was filed on March 1, 2014 and its first energy storage solicitation was launched on December 1, 2014. In October 2014, the CPUC issued a decision allowing the overall energy storage procurement target to be reduced by energy storage that is procured in other solicitations or developed by the utilities. The decision reduced SCE's original target for the 2014 energy storage solicitation from a 90 MW minimum to 16.3 MW, by crediting SCE for 50 MW of transmission-interconnected, 13.68 MW of distribution-interconnected, and 10 MW of customer-side energy storage capacity.
SCE Dividends
During 2014, SCE made $378 million in dividend payments to its parent, Edison International. Future dividend amounts and timing of distributions are dependent upon several factors including the level of capital expenditures, operating cash flows and earnings. See "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividend Restrictions" for discussion of dividend restrictions.
Margin and Collateral Deposits
Certain derivative instruments, power procurement contracts and other contractual arrangements contain collateral requirements. Future collateral requirements may differ from the requirements at December 31, 2014, due to the addition of incremental power and energy procurement contracts with collateral requirements, if any, and the impact of changes in wholesale power and natural gas prices on SCE's contractual obligations.
Some of the power procurement contracts contain provisions that require SCE to maintain an investment grade credit rating from the major credit rating agencies. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the liability or post additional collateral.

19




The table below provides the amount of collateral posted by SCE to its counterparties as well as the potential collateral that would be required as of December 31, 2014.
(in millions)  
Collateral posted as of December 31, 20141
 $208
Incremental collateral requirements for power procurement contracts resulting from a potential downgrade of SCE's credit rating to below investment grade 112
Posted and potential collateral requirements2
 $320
1
Net collateral provided to counterparties and other brokers consisted of $61 million of cash which was offset against net derivative liabilities on the consolidated balance sheets, $36 million of cash reflected in "Other current assets" on the consolidated balance sheets and $111 million in letters of credit and surety bonds.
2
SCE's total posted and potential collateral requirements may increase by $41 million based on SCE's forward positions as of December 31, 2014 due to adverse market price movements over the remaining lives of the existing power procurement contracts using a 95% confidence level.
Regulatory Balancing Accounts
SCE's cash flows are affected by regulatory balancing accounts over- or under-collections. Over- and under-collections represent differences between cash collected in current rates for specified forecasted costs and the costs actually incurred. With some exceptions, SCE seeks to adjust rates on an annual basis or at other designated times to recover or refund the balances recorded in its balancing account. Under- or over-collections in these balancing accounts impact cash flows and can change rapidly. Over- and under-collections accrue interest based on a three-month commercial paper rate published by the Federal Reserve.
As of December 31, 2014, SCE had regulatory balancing account net over-collections of $331 million, primarily consisting of $1.36 billion of overcollections related to public purpose-related and energy efficiency program costs, GHG auction revenue and generator settlements. Over-collections for public purpose-related programs are expected to decrease as costs are incurred to fund programs established by the CPUC. Generator settlements over-collections are expected to be refunded through a rate adjustment in 2015. The overcollections were partially offset by under-collections of $1.03 billion related to fuel and power procurement-related costs. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" for a discussion of the ERRA undercollection. See "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities" for further information.
Edison International Parent and Other
Edison International Parent and Other's liquidity and its ability to pay operating expenses and dividends to common shareholders are dependent on dividends from SCE and access to bank and capital markets. At December 31, 2014, Edison International had $631 million available under its $1.25 billion credit facility. For further details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Edison International may finance working capital requirements to support operations and capital expenditures with commercial paper or other borrowings, subject to availability in the capital markets. The debt covenant in Edison International's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.65 to 1 as defined in the credit agreement. The Edison International's consolidated debt to total capitalization ratio was 0.48 to 1 at December 31, 2014.
EME Settlement Agreement
In August 2014, Edison International entered into an amendment of the EME Settlement Agreement that finalized the remaining matters related to the EME Settlement. Edison International is obligated to make payments of $204 million on September 30, 2015 and $214 million on September 30, 2016. Edison International intends to make these payments from realization of state tax benefits or issuance of commercial paper or other borrowings. Edison International has $1.1 billion of net operating loss and tax credit carryforwards at December 31, 2014 retained by EME which are available to offset future consolidated taxable income or tax liabilities. As a result of the extension of 50% bonus depreciation for qualifying property under the Tax Increase Prevention Act of 2014, realization of these tax benefits has been deferred (currently forecasted through 2018). The timing of realization of these tax benefits may be further delayed in the event of future extensions of bonus depreciation and the value of the net operating loss carryforwards could be permanently reduced in the event that tax reform decreased the current corporate tax rate.

20




Edison Energy Subsidiary Financings
During the third quarter of 2014, indirect subsidiaries of Edison Energy entered into three non-recourse debt and tax equity financings designed to fund a portion of their capital requirements for approximately 35 megawatts of solar rooftop projects. The projects are expected to sell their output to third parties under long-term power purchase agreements with terms ranging from 15 to 20 years. Completion of the construction phase of these projects is expected by mid-2015, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Historical Cash Flows
SCE
(in millions)2014 2013 2012
Net cash provided by operating activities$3,660
 $3,048
 $4,086
Net cash provided by financing activities181
 508
 256
Net cash used by investing activities(3,857) (3,547) (4,354)
Net increase (decrease) in cash and cash equivalents$(16) $9
 $(12)
Net Cash Provided by Operating Activities
The following table summarizes major categories of net cash provided by operating activities as provided in more detail in SCE's consolidated statements of cash flows for 2014, 2013 and 2012.
 Years ended December 31, Change in cash flows
(in millions)201420132012 2014/20132013/2012
Net income$1,565
$1,000
$1,660
 
 
Non cash items1
2,381
2,631
1,911
   
    Subtotal$3,946
$3,631
$3,571
 $315
$60
Changes in cash flow resulting from working capital2
79
(182)346
 261
(528)
Derivative assets and liabilities, net(40)(30)(86) (10)56
Regulatory assets and liabilities, net(358)(322)34
 (36)(356)
Other noncurrent assets and liabilities, net33
(49)221
 82
(270)
Net cash provided by operating activities$3,660
$3,048
$4,086
 $612
$(1,038)
1
Non cash items include depreciation, decommissioning and amortization, allowance for equity during construction, impairment and other charges, deferred income taxes and investment tax credits and other.
2
Changes in working capital items include receivables, inventory, accounts payable, prepaid and accrued taxes, and other current assets and liabilities.
Net income and non cash items increased in 2014 by $315 million from 2013 and increased in 2013 by $60 million from 2012. The increase in both periods was primarily due to rate base growth. The factors that impacted these items are discussed under "Results of Operations—SCE—Utility Earning Activities." In 2012, SCE recognized $231 million of additional tax benefits related to repair deductions resulting from the 2012 GRC which are reflected in net income and an increase in regulatory assets.
Changes in cash flows related to working capital items increased in 2014 by $261 million and decreased by $528 million from 2012. In 2014, SCE had net tax refunds of approximately $88 million, compared to net tax payments of $28 million in 2013 and net tax refunds of $279 million in 2012. The refunds in 2014 and 2012 were due to net operating loss carrybacks to periods that SCE previously had taxable income. In 2014 and 2013, SCE had severance payments of $22 million and $151 million, respectively, related to the workforce reductions. During 2012, SCE had proceeds of $68 million from U.S. Treasury grants.
Net cash provided by operating activities was also impacted by changes in regulatory assets and liabilities, including changes in over (under) collections of balancing accounts. SCE has a number of balancing accounts under CPUC decisions, which impact cash flows based on differences between timing of collection of amounts through rates and accrual expenditures.

21




While some balancing accounts are discrete, (for example, the Four Corners memorandum account related to the sale of SCE's interest or the generator settlements), other balancing accounts are ongoing with changes generally collected in the following year. During 2014 and 2013, cash flows were lower, whereas in 2012 cash flows were higher due to the impact of regulatory assets and liabilities. The impact on cash flow from the two principal balancing accounts are:
ERRA undercollections for fuel and power procurement-related costs for 2014 and 2013 were $1.03 billion and $1.0 billion, respectively, due to the amount and price of power and fuel being higher than forecasted (see "—Regulatory Proceedings—ERRA Forecast Filing – 2015" above). In 2012, SCE had ERRA overcollections of $135 million. In December 2014, SCE reclassified $540 million from regulatory liabilities to ERRA for collection of GRC revenue in excess of cost of service related to San Onofre consistent with its advice filing in November 2014.
The base rate revenue account ("BRRBA") tracks differences between amounts authorized by the CPUC in the GRC proceedings and amounts billed to customers. SCE had BRRBA overcollections of $5 million and $247 million in 2014 and 2013, respectively, and undercollections of $505 million in 2012. During 2014, the BRRBA account decreased by $242 million due primarily to refunds to customers of approximately $150 million, related to the sale of Four Corners in December 2013. During 2013, the BRRBA account impacted cash flows by $752 million primarily due to the implementation of the 2012 GRC decision which resulted in a rate increase in January 2013 to collect both the 2012 and 2013 rate increases. During 2012, the BRRBA account decreased cash flows by $267 million primarily due to the delay in the 2012 GRC decision which was not received until November 2012.
Cash flows provided (used) by other noncurrent assets and liabilities were $33 million, $(49) million and $221 million in 2014, 2013 and 2012, respectively. Major factors affecting cash flow related to non-current assets and liabilities were activities related to SCE's nuclear decommissioning trusts and settlements relating to injuries and damages.
Net Cash Provided by Financing Activities
The following table summarizes cash provided by financing activities for 2014, 2013 and 2012. Issuances of debt and preference stock are discussed in "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Long-Term Debt" and "—Note 12. Preferred and Preference Stock of Utility."
(in millions)2014 2013 2012
Issuances of first and refunding mortgage bonds, net$498
 $1,973
 $391
Payments of senior notes(600) (820) (6)
Net increases (decreases) in short-term borrowings, net490
 (1) (250)
Issuances of preference stock, net269
 387
 804
Payments of common stock dividends to Edison International(378) (486) (469)
Redemptions of preference stock
 (400) (75)
Bonds remarketed, net
 195
 
Bonds purchased
 (196) 
Payments of preferred and preference stock dividends(111) (101) (82)
Settlement of stock-based awards (facilitated by a third party)(188) (137) (103)
Other201
 94
 46
Net cash provided by financing activities$181
 $508
 $256
Net Cash Used by Investing Activities
Cash flows from investing activities are primarily due to capital expenditures and investing activities of the nuclear decommissioning trusts. Amounts paid for capital expenditures were $3.9 billion for 2014, $3.6 billion for 2013 and $4.1 billion for 2012, primarily related to transmission, distribution and generation facilities. Net purchases of nuclear decommissioning trusts' investments were $44 million, $98 million and $215 million for 2014, 2013 and 2012, respectively. See "Nuclear Decommissioning Trusts" below for further discussion. In December 2013, SCE completed the sale of its ownership interest in Units 4 and 5 of the Four Corners Generating Station which resulted in $181 million of proceeds received.

22




Nuclear Decommissioning Trusts
SCE's statement of cash flows includes activities of the Nuclear Decommissioning Trusts which are reflected in the following line items:
(in millions)

201420132012
Net cash provided by operating activities:
   Nuclear decommissioning trusts
$39
$76
$192
Net cash flow from investing activities:
   Proceeds from sale of investments
10,079
5,617
2,122
   Purchases of investments(10,123)(5,715)(2,337)
Net cash impact$(5)$(22)$(23)
Net cash provided by operating activities of the nuclear decommissioning trusts relate to interest and dividends less administrative expenses, taxes and decommissioning costs. Such activities represent the source (use) of the funds for investing activities. The net cash impact represents the contributions made by SCE, as collected through rates, to the nuclear decommissioning trusts. In future periods, SCE expects decommissioning costs of San Onofre to increase significantly. Such amounts will be reflected as a decrease in SCE net cash provided by operating activities and will be funded from sales of investments of the nuclear decommissioning trusts once approved by the CPUC. Decommissioning costs incurred prior to CPUC approval will be funded by SCE and are reflected as cash flow used by operating activities. See "Notes to Consolidated Financial Statements—Note 9. Other Investments" for further information.
Edison International Parent and Other
The table below sets forth condensed historical cash flow from continuing operations for Edison International Parent and Other.
(in millions)2014 2013 2012
Net cash used by operating activities$(412) $(81) $(115)
Net cash provided by financing activities464
 73
 20
Net cash provided (used) by investing activities(50) (25) 108
Net increase (decrease) in cash and cash equivalents$2
 $(33) $13
Net Cash Used by Continuing Operating Activities
Net cash from continuing operating activities decreased $331 million in 2014 compared to 2013 due to:
$225 million initial cash payment to the Reorganization Trust in April 2014 related to the EME Settlement Agreement, see "Management Overview—Resolution of Uncertainty Related to EME in Bankruptcy" for further information;
Net payments of $120 million to the IRS, which included a $189 million deposit related to open tax years 2003 through 2006; and
The timing of payments and receipts relating to interest and operating costs.
Net cash from continuing operating activities increased $34 million in 2013 compared to 2012 primarily due to the timing of payments and receipts relating to interest, operating costs and income taxes.
Net Cash Provided by Continuing Financing Activities
Net cash provided by continuing financing activities were as follows:
(in millions) 2014 2013 2012
Dividends paid to Edison International common shareholders $(463) $(440) $(424)
Dividends received from SCE 378
 486
 469
Debt financing, net1
 589
 33
 (15)
1
Includes $5.1 million debt financing for Edison Energy, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Project Financings."

23




Net Cash Provided (Used) by Continuing Investing Activities
Net cash used by continuing investing activities during 2014 relate to Edison Energy's capital expenditures of $49 million.
Net cash provided by continuing investing activities during 2013 relate to Edison International's investment of $25 million in equity interests of competitive energy-related businesses, including the acquisition of SoCore Energy LLC, a distributed solar developer focused on commercial rooftop installations.
Contractual Obligations and Contingencies
Contractual Obligations
Edison International Parent and Other and SCE's contractual obligations as of December 31, 2014, for the years 2015 through 2019 and thereafter are estimated below.
(in millions) Total 
Less than
1 year
 1 to 3 years 3 to 5 years 
More than
5 years
SCE:          
Long-term debt maturities and interest1
 $18,714
 $757
 $1,764
 $1,225
 $14,968
Power purchase agreements:2
          
Renewable energy contracts 23,399
 1,009
 2,277
 2,373
 17,740
Qualifying facility contracts 969
 254
 408
 238
 69
Other power purchase agreements 4,875
 830
 1,453
 1,088
 1,504
Other operating lease obligations3
 623
 102
 206
 114
 201
Purchase obligations:4
          
Other contractual obligations 1,010
 86
 221
 131
 572
Total SCE5,6
 49,590
 3,038
 6,329
 5,169
 35,054
Edison International Parent and Other:          
Long-term debt maturities and interest1
 437
 12
 425
 
 
EME settlement payments7
 418
 204
 214
 
 
Total Edison International Parent and Other5
 855
 216
 639
 
 
Total Edison International6,8
 $50,445
 $3,254
 $6,968
 $5,169
 $35,054
1
For additional details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Amount includes interest payments totaling $8.75 billion and $36 millionover applicable period of the debt for SCE and Edison International Parent and Other, respectively.
2
Certain power purchase agreements entered into with independent power producers are treated as operating or capital leases. For further discussion, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
3
At December 31, 2014, SCE's minimum other operating lease payments were primarily related to vehicles, office space, nuclear fuel storage space and other equipment. For further discussion, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
4
For additional details, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies." At December 31, 2014, other commitments were primarily related to maintaining reliability and expanding SCE's transmission and distribution system.
5
At December 31, 2014, Edison International Parent and Other and SCE had estimated contributions to the pension and PBOP plans. SCE estimated contributions are $151 million, $156 million and $166 million in 2015, 2016 and 2017, respectively. Edison International Parent and Other estimated contributions are $27 million, $26 million and $23 million for the same respective periods. The estimated contributions are not available beyond 2017. These amounts represent estimates that are based on assumptions that are subject to change. See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for further information.
6
At December 31, 2014, Edison International and SCE had a total net liability recorded for uncertain tax positions of $576 million and $441 million, respectively, which is excluded from the table. Edison International and SCE cannot make reliable estimates of the cash flows by period due to uncertainty surrounding the timing of resolving these open tax issues with the IRS.

24




7
In August 2014, Edison International entered into an amendment of the Settlement Agreement to finalize the remaining matters related to the EME Settlement including setting the amount of the 2 installment payments,see "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations."
8
The contractual obligations table does not include derivative obligations and asset retirement obligations, which are discussed in "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments," and "—Note 1. Summary of Significant Accounting Policies," respectively.
Contingencies
SCE has contingencies related to San Onofre, Four Corners Environmental Matters, Nuclear Insurance, Wildfire Insurance and Spent Nuclear Fuel which are discussed in "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
Environmental Remediation
SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operations and maintenance, monitoring and site closure. Unless there is a probable amount, SCE records the lower end of this reasonably likely range of costs (classified as "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
As of December 31, 2014, SCE had identified 20 material sites for remediation and recorded an estimated minimum liability of $108 million. SCE expects to recover 90% of its remediation costs at certain sites. See "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies" for further discussion.
Off-Balance Sheet Arrangements
EME has one leveraged lease investment and Edison Capital has investments in affordable housing projects that apply the equity method of accounting. These off-balance sheet transactions are not material to Edison International's consolidated financial statements. SCE has variable interests in power purchase contracts with variable interest entities and a variable interest in unconsolidated Trust I, Trust II and Trust III that issued $475 million (aggregate liquidation preference) of 5.625%, $400 million (aggregate liquidation preference) of 5.10% and $275 million (aggregate liquidation preference) of 5.75%, trust securities, respectively, to the public, see "Notes to Consolidated Financial Statements—Note 3. Variable Interest Entities."
Environmental Developments
For a discussion of environmental developments, see "Business—Environmental Regulation of Edison International and Subsidiaries."
MARKET RISK EXPOSURES
Edison International and SCE's primary market risks include fluctuations in interest rates, commodity prices and volumes, and counterparty credit. Derivative instruments are used to manage market risks including market risks of SCE's customers. For a further discussion of market risk exposures, including commodity price risk, credit risk and interest rate risk, see "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments" and "—Note 4. Fair Value Measurements."

25




Interest Rate Risk
Edison International and SCE are exposed to changes in interest rates primarily as a result of its financing and short-term investing and borrowing activities used for liquidity purposes, to fund business operations and to fund capital investments. The nature and amount of Edison International and SCE's long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. Fluctuations in interest rates can affect earnings and cash flows. Changes in interest rates may impact SCE's authorized rate of return for the period beyond 2015, see "Business—SCE—Overview of Ratemaking Process—CPUC" for further discussion. The following table summarizes the increase or decrease to the fair value of long-term debt including the current portion as of December 31, 2014, if the market interest rates were changed while leaving all other assumptions the same:
(in millions)Carrying Value Fair Value 10% Increase 10% Decrease
Edison International$10,738
 $12,319
 $11,846
 $12,828
SCE9,924
 11,479
 11,008
 11,986
Commodity Price Risk
SCE and its customers are exposed to the risk of a change in the market price of natural gas, electric power and transmission congestion. SCE's hedging program is designed to reduce exposure to variability in market prices related to SCE's purchases and sales of electric power and natural gas. SCE expects recovery of its related hedging costs through the ERRA balancing account or CPUC-approved procurement plans, and as a result, exposure to commodity price is not expected to impact earnings, but may impact timing of cash flows. SCE's hedging program reduces customer exposure to variability in market prices. As part of this program, SCE enters into energy options, swaps, forward arrangements, tolling arrangements, and congestion revenue rights ("CRRs"). The transactions are pre-approved by the CPUC or executed in compliance with CPUC-approved procurement plans.
Fair Value of Derivative Instruments
The fair value of derivative instruments is included in the consolidated balance sheets unless subject to an exception under the applicable accounting guidance. Realized gains and losses from derivative instruments are expected to be recovered from or refunded to customers through regulatory mechanisms and, accordingly, changes in SCE's fair value have no impact on earnings. SCE does not use hedge accounting for these transactions due to this regulatory accounting treatment. For further discussion on fair value measurements and the fair value hierarchy, see "Notes to Consolidated Financial StatementsNote 4. Fair Value Measurements."
The fair value of outstanding derivative instruments used to mitigate exposure to commodity price risk was a net liability of $927 million and $821 million at December 31, 2014 and 2013, respectively. The following table summarizes the increase or decrease to the fair values of the net liability of derivative instruments included in the consolidated balance sheets as of December 31, 2014, if the electricity prices or gas prices were changed while leaving all other assumptions constant:
(in millions)December 31, 2014
Increase in electricity prices by 10%$242
Decrease in electricity prices by 10%(198)
Increase in gas prices by 10%(68)
Decrease in gas prices by 10%69
Credit Risk
For information related to credit risks, see "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments."
Credit risk exposure from counterparties for power and gas trading activities is measured as the sum of net accounts receivable (accounts receivable less accounts payable) and the current fair value of net derivative assets (derivative assets less derivative liabilities) reflected on the consolidated balance sheets. SCE enters into master agreements which typically provide for a right of setoff. Accordingly, SCE's credit risk exposure from counterparties is based on a net exposure under these arrangements. SCE manages the credit risk on the portfolio for both rated and non-rated counterparties based on credit ratings using published ratings of counterparties and other publicly disclosed information, such as financial statements, regulatory filings, and press releases, to guide it in the process of setting credit levels, risk limits and contractual arrangements,

26




including master netting agreements. As of December 31, 2014, the amount of balance sheet exposure as described above broken down by the credit ratings of SCE's counterparties, was as follows:
 December 31, 2014
(in millions)
Exposure2
 Collateral Net Exposure
S&P Credit Rating1
     
A or higher$317
 $
 $317
Not rated3
5
 (5) 
Total$322
 $(5) $317
1
SCE assigns a credit rating based on the lower of a counterparty's S&P or Moody's rating. For ease of reference, the above table uses the S&P classifications to summarize risk, but reflects the lower of the two credit ratings.
2
Exposure excludes amounts related to contracts classified as normal purchases and sales and non-derivative contractual commitments that are not recorded on the consolidated balance sheets, except for any related net accounts receivable.
3
The exposure in this category relates to long-term power purchase agreements. SCE's exposure is mitigated by regulatory treatment.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The accounting policies described below are considered critical to obtaining an understanding of Edison International and SCE's consolidated financial statements because their application requires the use of significant estimates and judgments by management in preparing the consolidated financial statements. Management estimates and judgments are inherently uncertain and may differ significantly from actual results achieved. Management considers an accounting estimate to be critical if the estimate requires significant assumptions and changes in the estimate or, the use of alternative estimates, could have a material impact on Edison International's results of operations or financial position. For more information on Edison International's accounting policies, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies."
Rate Regulated Enterprises
Nature of Estimate Required.    SCE follows the accounting principles for rate-regulated enterprises which are required for entities whose rates are set by regulators at levels intended to recover the estimated costs of providing service, plus a return on net investment, or rate base. Regulators may also impose certain penalties or grant certain incentives. Due to timing and other differences in the collection of revenue, these principles allow a cost that would otherwise be charged as an expense by an unregulated entity to be capitalized as a regulatory asset if it is probable that such cost is recoverable through future rates; conversely the principles allow creation of a regulatory liability for amounts collected in rates to recover costs expected to be incurred in the future or amounts collected in excess of costs incurred and are refundable to customers.
Key Assumptions and Approach Used.    SCE's management assesses at the end of each reporting period whether regulatory assets are probable of future recovery by considering factors such as the current regulatory environment, the issuance of rate orders on recovery of the specific or a similar incurred cost to SCE or other rate-regulated entities, and other factors that would indicate that the regulator will treat an incurred cost as allowable for ratemaking purposes. Using these factors, management has determined that existing regulatory assets and liabilities are probable of future recovery or settlement. This determination reflects the current regulatory climate and is subject to change in the future.
Effect if Different Assumptions Used.    Significant management judgment is required to evaluate the anticipated recovery of regulatory assets, the recognition of incentives and revenue subject to refund, as well as the anticipated cost of regulatory liabilities or penalties. If future recovery of costs ceases to be probable, all or part of the regulatory assets and liabilities would have to be written off against current period earnings. At December 31, 2014, the consolidated balance sheets included regulatory assets of $8.87 billion and regulatory liabilities of $6.29 billion. If different judgments were reached on recovery of costs and timing of income recognition, SCE's earnings may vary from the amounts reported.

27




Income Taxes
Nature of Estimates Required.    As part of the process of preparing its consolidated financial statements, Edison International and SCE are required to estimate income taxes for each jurisdiction in which they operate. This process involves estimating actual current period tax expense together with assessing temporary differences resulting from differing treatment of items, such as depreciation, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within Edison International and SCE's consolidated balance sheets, including net operating loss and tax credit carryforwards that can be used to reduce liabilities in future periods.
Edison International and SCE take certain tax positions they believe are in accordance with the applicable tax laws. However, these tax positions are subject to interpretation by the IRS, state tax authorities and the courts. Edison International and SCE determine uncertain tax positions in accordance with the authoritative guidance.
A portion of SCE's uncertain tax positions relate to tax deductions that are classified as flow-through items for regulatory purposes, including repair deductions that have increased significantly as a result of changes in guidance from the IRS. Flow-through items reduce current authorized revenue requirements in SCE's rate cases which also results in recording regulatory assets for future recovery of the related deferred tax expense. The difference between forecasted amounts in SCE's rate cases and actual repair deductions also result in increases or decreases in regulatory assets and a corresponding impact on earnings. SCE estimates the amount of unrecognized tax benefits for flow-through tax items using the same accounting guidance for uncertain tax positions. Accordingly, a change in the amount of flow-through tax items from a tax authority audit impacts the amount of regulatory tax benefits recognized by SCE. It is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by approximately $96 million due to a change in estimate of a tax position subject to flow through regulatory treatment.
Key Assumptions and Approach Used.    Accounting for tax obligations requires management judgment. Edison International and SCE's management use judgment in determining whether the evidence indicates it is more likely than not, based solely on the technical merits, that a tax position will be sustained, and to determine the amount of tax benefits to be recognized. Judgment is also used in determining the likelihood a tax position will be settled and possible settlement outcomes. In assessing uncertain tax positions Edison International and SCE consider, among others, the following factors: the facts and circumstances of the position, regulations, rulings, and case law, opinions or views of legal counsel and other advisers, and the experience gained from similar tax positions. Edison International and SCE's management evaluates uncertain tax positions at the end of each reporting period and makes adjustments when warranted based on changes in fact or law.
Effect if Different Assumptions Used.    Actual income taxes may differ from the estimated amounts which could have a significant impact on the liabilities, revenue and expenses recorded in the financial statements. Edison International and SCE continue to be under audit or subject to audit for multiple years in various jurisdictions. Significant judgment is required to determine the tax treatment of particular tax positions that involve interpretations of complex tax laws. Such liabilities are based on judgment and a final determination could take many years from the time the liability is recorded. Furthermore, settlement of tax positions included in open tax years may be resolved by compromises of tax positions based on current factors and business considerations that may result in material adjustments to income taxes previously estimated.
Nuclear Decommissioning – Asset Retirement Obligation
Key Assumptions and Approach Used.    The liability to decommission SCE's nuclear power facilities is based on decommissioning studies performed in 2010 for Palo Verde and San Onofre Unit 1 and a 2014 updated decommissioning cost estimate for the retirement of San Onofre Units 2 and 3. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" for further discussion of the plans for decommissioning of San Onofre. SCE currently estimates that it will spend approximately $7.4 billion through 2075 to decommission its nuclear facilities. Decommissioning cost estimates are updated in each Nuclear Decommissioning Triennial Proceeding. The current ARO estimates for San Onofre and Palo Verde are based on the assumptions from these decommissioning studies:
Decommissioning Costs. The estimated costs for labor, dismantling and disposal costs, site remediation, energy and miscellaneous costs.
Escalation Rates. Annual escalation rates are used to convert the decommissioning cost estimates in base year dollars to decommissioning cost estimates in future-year dollars. Escalation rates are primarily used for labor, material, equipment, energy and low level radioactive waste burial costs. SCE's current estimate is based on SCE's decommissioning cost methodology used for ratemaking purposes, escalated at rates ranging from 1.0% to 7.3% (depending on the cost element) annually.

28




Timing. Cost estimates for Palo Verde are based on an assumption that decommissioning will commence promptly after the current NRC operating licenses expire. The Palo Verde 1, 2, 3 operating licenses currently expire in 2045, 2046 and 2047 respectively. Cost estimates for San Onofre are based on an assumption that decommissioning commenced in 2013. For further information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement."
Spent Fuel Dry Storage Costs. Cost estimates are based on an assumption that the DOE will begin to take spent fuel in 2024, and will remove the last spent fuel from the San Onofre and Palo Verde sites by 2049 and 2075, respectively. Costs for spent fuel monitoring are included until 2049 and 2075, respectively.
Changes in Decommissioning Technology, Regulation, and Economics. The current cost studies assume the use of current technologies under current regulations and at current cost levels.
Effect if Different Assumptions Used.    The ARO for decommissioning SCE's nuclear facilities was $2.7 billion at December 31, 2014. Changes in the estimated costs or timing of decommissioning, or in the assumptions and judgments by management underlying these estimates, could cause material revisions to the estimated total cost to decommission these facilities which could have a material effect on the recorded liability.
The following table illustrates the increase to the ARO liability if the cost escalation rate was adjusted while leaving all other assumptions constant:
(in millions)
Increase to ARO and
Regulatory Asset at
December 31, 2014
Uniform increase in escalation rate of 100 basis points$550
The increase in the ARO liability driven by an increase in the escalation rate would result in a decrease in the regulatory liability for recoveries in excess of ARO liabilities.
Pensions and Postretirement Benefits Other than Pensions ("PBOP(s)")
Nature of Estimate Required.    Authoritative accounting guidance requires companies to recognize the overfunded or underfunded status of defined benefit pension and other postretirement plans as assets and liabilities in the balance sheet; the assets and/or liabilities are normally offset through other comprehensive income (loss). In accordance with authoritative guidance for rate-regulated enterprises, regulatory assets and liabilities are recorded instead of charges and credits to other comprehensive income (loss) for its postretirement benefit plans that are recoverable in utility rates. Edison International and SCE have a fiscal year-end measurement date for all of its postretirement plans.
Edison International and SCE have adopted new mortality tables that the Society of Actuaries released in October 2014 that reflect an increase in life expectancy. At December 31, 2014, this adoption resulted in an increase in Edison International's pension plans' projected benefit obligation of $214 million, including $199 million for SCE, and an increase in Edison International's PBOP plans' accumulated projected benefit obligation of $308 million, including $307 million for SCE.
Key Assumptions of Approach Used.    Pension and other postretirement obligations and the related effects on results of operations are calculated using actuarial models. Two critical assumptions, discount rate and expected return on assets, are important elements of plan expense and liability measurement. Additionally, health care cost trend rates are critical assumptions for postretirement health care plans. These critical assumptions are evaluated at least annually. Other assumptions, which require management judgment, such as rate of compensation increases, rates of retirement, mortality and turnover, are evaluated periodically and updated to reflect actual experience.
As of December 31, 2014, Edison International's and SCE's pension plans had a $4.5 billion and $4.0 billion benefit obligation, respectively, and total 2014 expense for these plans was $151 million and $141 million, respectively. As of December 31, 2014, the benefit obligation for both Edison International's and SCE's PBOP plans was $2.8 billion and total 2014 expense for Edison International's and SCE's plans was both $22 million. Annual contributions made to most of SCE's pension plans are currently recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the related annual expense.

29




Edison International and SCE used the following critical assumptions to determine expense for pension and other postretirement benefit for 2014:
(in millions)
Pension
Plans
Postretirement
Benefits Other
than Pensions
Discount rate1
4.50%5.00%
Expected long-term return on plan assets2
7.0%5.5%
Assumed health care cost trend rates3
*
7.8%
*
Not applicable to pension plans.
1
The discount rate enables Edison International and SCE to state expected future cash flows at a present value on the measurement date. Edison International and SCE select its discount rate by performing a yield curve analysis. This analysis determines the equivalent discount rate on projected cash flows, matching the timing and amount of expected benefit payments. The AON-Hewitt yield curve is considered in determining the discount rate.
2
To determine the expected long-term rate of return on pension plan assets, current and expected asset allocations are considered, as well as historical and expected returns on plan assets. A portion of PBOP trusts asset returns are subject to taxation, so the 5.5% rate of return on plan assets above is determined on an after-tax basis. Actual time-weighted, annualized returns on the pension plan assets were 8.1%, 11.3% and 7.4% for the one-year, five-year and ten-year periods ended December 31, 2014, respectively. Actual time-weighted, annualized returns on the PBOP plan assets were 8.7%, 10.8% and 6.3% over these same periods. Accounting principles provide that differences between expected and actual returns are recognized over the average future service of employees.
3
The health care cost trend rate gradually declines to 5.0% for 2021 and beyond.
Pension expense is recorded for SCE based on the amount funded to the trusts, as calculated using an actuarial method required for ratemaking purposes, in which the impact of market volatility on plan assets is recognized in earnings on a more gradual basis. Any difference between pension expense calculated in accordance with ratemaking methods and pension expense calculated in accordance with authoritative accounting guidance for pension is accumulated as a regulatory asset or liability, and is expected, over time, to be recovered from or returned to customers. As of December 31, 2014, this cumulative difference amounted to a regulatory asset of $171 million, meaning that the accounting method has recognized more in expense than the ratemaking method since implementation of authoritative guidance for employers' accounting for pensions in 1987.
As of December 31, 2014, Edison International and SCE had unrecognized pension costs of $762 million and $691 million, and unrecognized PBOP costs of $562 million and $558 million, respectively. The unrecognized pension and PBOP costs primarily consisted of the cumulative impact of the reduced discount rates on the respective benefit obligations and the cumulative difference between the expected and actual rate of return on plan assets. Of these deferred costs, $660 million of SCE's pension costs and $558 million of SCE's PBOP costs are recorded as regulatory assets, and will be amortized to expense over the average expected future service of employees.
Edison International's and SCE's pension and PBOP plans are subject to limits established for federal tax deductibility. SCE funds its pension and PBOP plans in accordance with amounts allowed by the CPUC. Executive pension plans have no plan assets.
Effect if Different Assumptions Used.    Changes in the estimated costs or timing of pension and other postretirement benefit obligations, or the assumptions and judgments used by management underlying these estimates, could have a material effect on the recorded expenses and liabilities.

30




The following table summarizes the increase or (decrease) to projected benefit obligation for pension and the accumulated benefit obligation for PBOP if the discount rate were changed while leaving all other assumptions constant:
 Edison International SCE
(in millions)Increase in discount rate by 1% Decrease in discount rate by 1% Increase in discount rate by 1% Decrease in discount rate by 1%
Change to projected benefit obligation for pension$(441) $493
 $(378) $417
Change to accumulated benefit obligation for PBOP(388) 471
 (387) 469
A one percentage point increase in the expected rate of return on pension plan assets would decrease both Edison International's and SCE's current year expense by $30 million and a one percentage point increase in the expected rate of return on PBOP plan assets would decrease both Edison International's and SCE's current year expense by $20 million.
The following table summarizes the increase or (decrease) to accumulated benefit obligation and annual aggregate service and interest costs for PBOP if the health care cost trend rate was changed while leaving all other assumptions constant:
 Edison International SCE
(in millions)Increase in health care cost trend rate by 1% Decrease in health care cost trend rate by 1% Increase in health care cost trend rate by 1% Decrease in health care cost trend rate by 1%
Change to accumulated benefit obligation for PBOP$335
 $(271) $334
 $(270)
Change to annual aggregate service and interest costs15
 (12) 15
 (12)
Accounting for Contingencies
Nature of Estimates Required.    Edison International and SCE record loss contingencies when management determines that the outcome of future events is probable of occurring and when the amount of the loss can be reasonably estimated. Gain contingencies are recognized in the financial statements when they are realized.
Key Assumptions and Approach Used.    The determination of a reserve for a loss contingency is based on management judgment and estimates with respect to the likely outcome of the matter, including the analysis of different scenarios. Liabilities are recorded or adjusted when events or circumstances cause these judgments or estimates to change. In assessing whether a loss is a reasonable possibility, Edison International and SCE may consider the following factors, among others: the nature of the litigation, claim or assessment, available information, opinions or views of legal counsel and other advisors, and the experience gained from similar cases. Edison International and SCE provide disclosures for material contingencies when there is a reasonable possibility that a loss or an additional loss may be incurred.
Effect if Different Assumptions Used.    Actual amounts realized upon settlement of contingencies may be different than amounts recorded and disclosed and could have a significant impact on the liabilities, revenue and expenses recorded on the consolidated financial statements. For a discussion of contingencies, guarantees and indemnities, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."
NEW ACCOUNTING GUIDANCE
New accounting guidance is discussed in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance."

31




RISK FACTORS
RISKS RELATING TO EDISON INTERNATIONAL
Edison International's liquidity depends on SCE's ability to pay dividends and tax allocation payments to Edison International and monetization of tax benefits retained by EME.
Edison International is a holding company and, as such, it has no operations of its own. Edison International's ability to meet its financial obligations and to pay dividends on its common stock is primarily dependent on the earnings and cash flows of SCE and its ability to make upstream distributions. Prior to paying dividends to Edison International, SCE has financial and regulatory obligations that must be satisfied, including, among others, debt service and preferred stock dividends. In addition, CPUC holding company rules require that SCE's dividend policy be established by SCE's Board of Directors on the same basis as if SCE were a stand-alone utility company, and that the capital requirements of SCE, as deemed to be necessary to meet SCE's service obligations, shall receive first priority from the Boards of Directors of both Edison International and SCE. SCE may also owe tax-allocation payments to Edison International under applicable tax-allocation agreements. The EME Settlement Agreement requires Edison International to make fixed payments to a newly formed trust under the control of EME's creditors (the "Reorganization Trust"). Edison International plans to use its credit facilities or incur new debt to fund a portion of the Reorganization Trust payments due to delays in monetizing tax benefits retained by EME as a result of the recent extension of bonus depreciation. Realization of such tax benefits may be furthered delayed or permanently reduced by future tax legislation that extends bonus depreciation or reduces the current corporate tax rate. Access to capital markets may be impacted by economic conditions that have an adverse effect on Edison International's liquidity. See "Risks Relating to Southern California Edison Company" below for further discussion.
Edison International's activities are concentrated in one industry and in one region.
Edison International does not have diversified sources of revenue or regulatory oversight. SCE comprises substantially all of Edison International's business, and Edison International's business is expected to remain concentrated in the electricity industry. Furthermore, Edison International's current business is concentrated almost entirely in southern California. As a result, Edison International's future performance may be affected by events and economic performance concentrated in southern California or by regional regulation or legislation.
RISKS RELATING TO SOUTHERN CALIFORNIA EDISON COMPANY
Regulatory Risks
SCE is subject to extensive regulation and the risk of adverse regulatory decisions and changes in applicable regulations or legislation.
SCE operates in a highly regulated environment. SCE's business is subject to extensive federal, state and local energy, environmental and other laws and regulations. Among other things, the CPUC regulates SCE's retail rates and capital structure, and the FERC regulates SCE's wholesale rates. The NRC regulates the decommissioning of San Onofre. The construction, planning, and siting of SCE's power plants and transmission lines in California are also subject to regulation by the CPUC.
SCE must periodically apply for licenses and permits from these various regulatory authorities and abide by their respective orders. Should SCE be unsuccessful in obtaining necessary licenses or permits or should these regulatory authorities initiate any investigations or enforcement actions or impose penalties or disallowances on SCE, SCE's business could be materially affected. The process of obtaining licenses and permits from regulatory authorities may be delayed or defeated by concerted community opposition and such delay or defeat could have a material effect on SCE's business.
The CPUC is considering rulemaking to govern communications between the CPUC officials, staff and the regulated utilities following investigations of violations by PG&E of the ex parte rules on communications with CPUC officials and staff. Changes to the rules and processes around ex parte communications could result in delayed decisions, increased investigations, enforcement actions and penalties. In addition, the CPUC or other parties may initiate investigations of past communications between public utilities, including SCE, and CPUC officials and staff that could result in reopening completed proceedings for reconsideration.
In addition, existing regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to SCE, or its facilities or operations, in a manner that may have a detrimental effect on SCE's business or result in significant additional costs. In addition, regulations adopted via the public initiative or legislative process may apply to SCE, or its facilities or operations, in a manner that may have a detrimental effect on SCE's business or result in significant additional costs.

32




SCE's financial results depend upon its ability to recover its costs and to earn a reasonable rate of return on capital investments in a timely manner from its customers through regulated rates.
SCE's ongoing financial results depend on its ability to recover from its customers in a timely manner its costs, including the costs of electricity purchased for its customers, through the rates it charges its customers as approved by the CPUC and FERC. SCE's financial results also depend on its ability to earn a reasonable return on capital, including long-term debt and equity. SCE's ability to recover its costs and earn a reasonable rate of return can be affected by many factors, including the time lag between when costs are incurred and when those costs are recovered in customers’ rates and differences between the forecast or authorized costs embedded in rates (which are set on a prospective basis) and the amount of actual costs incurred. The CPUC or the FERC may not allow SCE to recover costs on the basis that such costs were not reasonably or prudently incurred or for other reasons. Further, SCE may be required to incur expenses before the CPUC approves the recovery of such costs. For example, SCE has requested approval from the CPUC to reimburse decommissioning costs related to San Onofre Units 2 and 3 from the nuclear decommissioning trust, which is pending. For more information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement—Decommissioning" in the MD&A. Changes in laws and regulations or changes in the political and regulatory environment also may have an adverse effect on the SCE's ability to timely recover its costs and earn its authorized rate of return. In addition, SCE may be required to incur costs to comply with new state laws or to implement new state policies before SCE is assured of cost recovery.
SCE's capital investment plan, increasing procurement of renewable power, increasing environmental regulations, leveling demand, and the cumulative impact of other public policy requirements, collectively place continuing upward pressure on customer rates. If SCE is unable to obtain a sufficient rate increase or modify its rate design to recover material amounts of its costs (including an adequate return on capital) in rates in a timely manner, its financial condition and results of operations could be materially affected. For further information on SCE's rate requests, see "Management Overview—Regulatory Matters—2015 General Rate Case" and "Liquidity and Capital Resources—SCE—Regulatory Proceedings—FERC Formula Rates" in the MD&A.
SCE's energy procurement activities are subject to regulatory and market risks that could materially affect its financial condition and liquidity.
SCE obtains energy, capacity, environmental credits and ancillary services needed to serve its customers from its own generating plants, and through contracts with energy producers and sellers. California law and CPUC decisions allow SCE to recover through the rates it is allowed to charge its customers reasonable procurement costs incurred in compliance with an approved procurement plan. Nonetheless, SCE's cash flows remain subject to volatility primarily resulting from changes in commodity prices. In addition, SCE is subject to the risks of unfavorable or untimely CPUC decisions about the compliance with SCE's procurement plan and the reasonableness of certain procurement-related costs.
SCE may not be able to hedge its risk for commodities on economic terms or fully recover the costs of hedges through the rates it is allowed to charge its customers, which could materially affect SCE's liquidity and results of operations, see "Market Risk Exposures" in the MD&A.
Financing Risks
As a capital intensive company, SCE relies on access to the capital markets. If SCE were unable to access the capital markets or the cost of financing were to substantially increase, its liquidity and operations could be materially affected.
SCE regularly accesses the capital markets to finance its activities and is expected to do so by its regulators as part of its obligation to serve as a regulated utility. SCE's needs for capital for its ongoing infrastructure investment program are substantial. SCE's ability to obtain financing, as well as its ability to refinance debt and make scheduled payments of principal, interest and preferred stock dividends, are dependent on numerous factors, including SCE's levels of indebtedness, maintenance of acceptable credit ratings, its financial performance, liquidity and cash flow, and other market conditions. SCE's inability to obtain additional capital from time to time could have a material effect on SCE's liquidity and operations.
Competitive and Market Risks
The electricity industry is undergoing extensive changes, including increased competition, technological advancements, and political and regulatory developments.
The electricity industry is undergoing extensive change, including technological advancements such as energy storage and customer-owned generation that may change the nature of energy generation and delivery. In addition, there has been public discussion regarding the possibility of future changes in the electric utility business model as a result of these developments. In October 2013, the CPUC held an open hearing to receive views from various sources on whether the current California

33




utility business model should be revised. It is possible that revisions to the traditional utility business model could materially affect SCE's business model and its financial condition and results of operations.
Demand for electricity from utilities has been leveling, while growth in customer-owned generation has increased. At the same time, significant investment is needed to replace aging infrastructure and convert the electric distribution grid to support two-way flows of electricity.
Customer-owned generation itself reduces the amount of electricity purchased from utilities and has the effect of increasing utility rates unless retail rates are designed to share the costs of the distribution grid across all customers that benefit from their use. For example, customers in California that generate their own power do not currently pay most transmission and distribution charges and non-bypassable charges, subject to limitations, which results in increased utility rates for those customers who do not own their generation. Such increases foster the public discussion regarding future changes in the electric utility business model.
In addition, the FERC has adopted changes that have opened transmission development to competition from independent developers, allowing such developers to compete with incumbent utilities for the construction and operation of transmission facilities. For more information, see "Business—SCE—Competition."
Operating Risks
SCE's financial condition and results of operations could be materially affected if it is unable to successfully manage the risks inherent in operating and maintaining its facilities.
SCE's infrastructure is aging and could pose a risk to system reliability. In order to mitigate this risk, SCE is engaged in a significant and ongoing infrastructure investment program. This substantial investment program elevates the operational risks and the need for superior execution in its activities. SCE's financial condition and results of operations could be materially affected if it is unable to successfully manage these risks as well as the risks inherent in operating and maintaining its facilities, the operation of which can be hazardous. SCE's inherent operating risks include such matters as the risks of human performance, workforce capabilities, public opposition to infrastructure projects, delays, environmental mitigation costs, difficulty in estimating costs or in recovering costs that are above original estimates, system limitations and degradation, and interruptions in necessary supplies.
SCE's operations may be affected if negotiations for new collective bargaining agreements are unsuccessful or relations with unionized employees deteriorate.
Approximately 30% of SCE's employees are covered by collective bargaining agreements with the International Brotherhood of Electrical Workers ("IBEW"). The IBEW collective bargaining agreements expired on December 31, 2014, but SCE and IBEW have agreed to allow the expired agreements to remain in force during ongoing negotiations for new agreements, subject to either party's right to terminate the agreements on 120 days written notice. If the current agreements are terminated, the negotiations are unsuccessful, or labor relations otherwise deteriorate, represented employees could strike, participate in work stoppages, slowdowns or other forms of labor disruption. These activities could delay projects, negatively impact capital expenditures and employee safety, and otherwise have an adverse effect on SCE's operations.
SCE's systems and network infrastructure may be vulnerable to physical and cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality.
Regulators, such as the NERC, and U.S. Government Departments, including the Departments of Defense, Homeland Security and Energy, have noted that threat sources continue to seek to exploit potential vulnerabilities in the U.S. national electric grid and other energy infrastructures and that such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. As SCE moves from an analog to a digital electric grid, new cyber security risks may be presented. An example of such new risks is the installation of "smart" meters in SCE's service territory. This technology may represent a new route for attacks on SCE's information systems. SCE's operations require the continuous availability of critical information technology systems and network infrastructure. SCE's systems have been, and will likely continue to be, subjected to computer attacks of malicious codes, unauthorized access attempts, and other illicit activities, but to date, SCE has not experienced a material cyber security breach. Although SCE actively monitors developments in this area and is involved in various industry groups and government initiatives, no security measures can completely shield such systems and infrastructure from vulnerabilities to cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality. If SCE's information technology systems security measures were to be breached or a critical system failure were to occur without timely recovery, SCE could be unable to fulfill critical business functions such as delivery of electricity to customers and/or sensitive confidential personal and other data could be compromised, which could result in violations of applicable privacy and other laws, financial loss to SCE or to its customers, loss of confidence in SCE's security

34




measures, customer dissatisfaction, and significant litigation exposure, all of which could materially affect SCE's financial condition and results of operations and materially damage the business reputation of Edison International and SCE.
Weather-related incidents and other natural disasters could materially affect SCE's financial condition and results of operations.
Weather-related incidents and other natural disasters, including storms, wildfires and earthquakes, can disrupt the generation and transmission of electricity, and can seriously damage the infrastructure necessary to deliver power to SCE's customers. These events can lead to lost revenues and increased expenses, including higher maintenance and repair costs. They can also result in regulatory penalties and disallowances, particularly if SCE encounters difficulties in restoring power to its customers. These occurrences could materially affect SCE's business, financial condition and results of operations, and the inability to restore power to SCE's customers could also materially damage the business reputation of SCE and Edison International.
The generation, transmission and distribution of electricity are dangerous and involve inherent risks of damage to private property and injury to employees and the general public.
Electricity is dangerous for employees and the general public should they come in contact with electrical current or equipment, including through downed power lines or if equipment malfunctions. Injuries and property damage caused by such events can subject SCE to liability that, despite the existence of insurance coverage, can be significant. The CPUC has increased its focus on public safety issues with an emphasis on heightened compliance with construction and operating standards and the potential for penalties being imposed on utilities. Additionally, the CPUC has delegated to its staff the authority to issue citations, which carry a fine of $50,000 per violation per day, to electric utilities subject to its jurisdiction for violations of safety rules found in statutes, regulations, and the General Orders of the CPUC. Such penalties and liabilities could be significant and materially affect SCE's liquidity and results of operations.
There are inherent risks associated with owning and decommissioning nuclear power generating facilities, including, among other things, potential harmful effects on the environment and human health and the danger of storage, handling and disposal of radioactive materials.
The cost of decommissioning Unit 2 and Unit 3 of San Onofre may not be recoverable through regulatory processes or otherwise. Inability to gain timely access to the nuclear decommissioning trust funds could negatively affect SCE's cash flows. Interpretations of tax regulations may further delay access to nuclear decommissioning trust funds for the purpose of building spent nuclear fuel storage.
The costs of decommissioning Unit 2 and Unit 3 are subject to reasonableness reviews by the CPUC. These costs may not be recoverable through regulatory processes or otherwise unless SCE can establish that the costs were reasonably incurred.
SCE expects to fund decommissioning costs with assets that are currently held in nuclear decommissioning trusts. SCE is required to request access to these trust funds from the CPUC and requests submitted in 2014 are pending. SCE is also required to proceed with the decommissioning of Units 2 and 3 and beginning in 2015, SCE must fund decommissioning costs until the CPUC approves SCE's request to access the trust. Based on the current estimate, SCE forecasts 2015 decommissioning costs of approximately $200 million. Decommissioning activities could be delayed and SCE's cash flows could be negatively impacted if timely access to the nuclear decommissioning trust funds is not obtained.
Depending on how the IRS or the Department of Treasury ultimately interpret IRS regulations addressing the taxation of a qualified nuclear decommissioning trust, SCE may be restricted from withdrawing amounts from its qualified decommissioning trust to pay for independent spent fuel storage installations ("ISFSI") where SCE is seeking, or plans to seek, recovery of the ISFSI costs in litigation against the DOE. Until the DOE litigation is resolved, SCE expects to pay for such ISFSI costs unless and until the IRS or the Department of Treasury issue guidance directed to either SCE or to all taxpayers, which provides that such ISFSI costs can be funded by qualified nuclear decommissioning trusts. If SCE is unable to obtain timely reimbursement of such costs, it may delay decommissioning activities and negatively impact SCE's cash flows. For more information on the spent fuel litigation, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel."
Existing insurance and ratemaking arrangements may not protect SCE fully against losses from a nuclear incident.
Despite the fact that San Onofre is being decommissioned, the presence of spent nuclear fuel still poses a potential risk of a nuclear incident. Federal law limits public liability claims from a nuclear incident to the amount of available financial protection, which is currently approximately $13.6 billion. SCE and other owners of the San Onofre and Palo Verde Nuclear Generating Stations have purchased the maximum private primary insurance available of $375 million per site. If nuclear

35




incident liability claims were to exceed $375 million, the remaining amount would be made up from contributions of approximately $12.2 billion made by all of the nuclear facility owners in the U.S., up to an aggregate total of $13.6 billion. There is no assurance that the CPUC would allow SCE to recover the required contribution made in the case of one or more nuclear incident claims that exceeded $375 million. If this public liability limit of $13.6 billion is insufficient, federal law contemplates that additional funds may be appropriated by Congress. There can be no assurance of SCE's ability to recover uninsured costs in the event the additional federal appropriations are insufficient. For more information on nuclear insurance risk, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Nuclear Insurance."
SCE's insurance coverage for wildfires arising from its ordinary operations may not be sufficient.
Edison International has experienced increased costs and difficulties in obtaining insurance coverage for wildfires that could arise from SCE's ordinary operations. In addition, the insurance that has been obtained for wildfire liabilities may not be sufficient. Uninsured losses and increases in the cost of insurance may not be recoverable in customer rates. A loss which is not fully insured or cannot be recovered in customer rates could materially affect Edison International's and SCE's financial condition and results of operations. Furthermore, insurance for wildfire liabilities may not continue to be available at all or at rates or on terms similar to those presently available to Edison International. For more information on wildfire insurance risk, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Wildfire Insurance."
MANAGEMENT OVERVIEW
Highlights of Operating Results
Edison International is the parent holding company of SCE. SCE is an investor-owneda public utility primarily engaged in the business of supplying and delivering electricity.electricity to an approximately 50,000 square mile area of southern California. Edison International is also the parent company of subsidiaries that are engaged in competitive businesses related to the generation or use of electricity.electricity (the "Competitive Businesses"). Such competitive business activities are currently not material to report as a separate business segment. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its nonutilitycompetitive subsidiaries. Unless otherwise described, all of the information contained in this annual report relates to both filers.
(in millions)2013 2012 2013 vs 2012 Change 20112014 2013 2014 vs 2013 Change 2012
Net income (loss) attributable to Edison International              
Continuing operations              
SCE$900
 $1,569
 $(669) $1,085
$1,453
 $900
 $553
 $1,569
Edison International Parent and Other(21) (66) 45
 (44)(26) (21) (5) (66)
Discontinued operations36
 (1,686) 1,722
 (1,078)185
 36
 149
 (1,686)
Edison International915
 (183) 1,098
 (37)1,612
 915
 697
 (183)
Less: Non-core items              
SCE:    
  
Asset impairment(365) 
 (365) 
SCE       
Impairment and other charges(72) (365) 293
 
2012 General Rate Case – repair deductions (2009 – 2011)
 231
 (231) 

 
 
 231
Edison International Parent and Other:       
Edison International Parent and Other       
Consolidated state deferred tax impacts related to EME
 (37) 37
 (19)
 
 
 (37)
Gain on sale of Beaver Valley lease interest7
 31
 (24) 

 7
 (7) 31
Write-down of net investment in aircraft leases
 
 
 (16)
Income from allocation of losses to tax equity investor2
 
 2
 
Discontinued operations36
 (1,686) 1,722
 (1,078)185
 36
 149
 (1,686)
Total non-core items(322) (1,461) 1,139
 (1,113)115
 (322) 437
 (1,461)
Core earnings (losses)              
SCE1,265
 1,338
 (73) 1,085
1,525
 1,265
 260
 1,338
Edison International Parent and Other(28) (60) 32
 (9)(28) (28) 
 (60)
Edison International$1,237
 $1,278
 $(41) $1,076
$1,497
��$1,237
 $260
 $1,278
Edison International's earnings are prepared in accordance with GAAP used in the United States. Management uses core earnings internally for financial planning and for analysis of performance. Core earnings (losses) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the Company's performance from period to period. Core earnings (losses) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (losses) are defined as earnings attributable to Edison International shareholders less income or loss from discontinued operations, income resulting from allocation of losses to tax equity investor under the HLBV accounting method and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as: exit activities, including sale of certain assets and other activities that are no longer continuing; asset impairments and certain tax, regulatory or legal settlements or proceedings. On December 17, 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Edison International considers EME to be an abandoned asset under GAAP, and, as a result, the operations of EME prior to December 17, 2012 are reflected as discontinued operations.

25




SCE's 20132014 core earnings decreased $73increased $260 million for the year primarily due to lowerhigher authorized revenues from rate base growth, higher income tax benefits ceasingand lower severance costs. In the fourth quarter of 2014, the CPUC authorized an increase in SCE's revenue of $30 million ($18 million after-tax) due to record a return onrevised determination of rate base for San Onofre after the decisiondeferred income taxes. Included in 2014 results is $19 million ($11 million after-tax) from a change in estimate of revenue under its FERC formula rate and $15 million ($9 million after-tax) of benefits related to permanently retire the plant, partially offset by lower incremental inspectiongenerator settlements. See "Notes to Consolidated Financial

3




Statements—Note 14. Interest and repairOther Income and Other Expenses." SCE incurred severance costs at San Onofre(after-tax) related to workforce reductions of $2 million and lower operating costs. The earnings increase from the rate base growth was offset by the lower authorized$31 million in 2014 and 2013, return on common equity.respectively.
Edison International Parent and Other 2013Other's core losses decreased $32 million primarily due tofor 2014 included higher core earningscorporate and new business expenses, offset by higher income from Edison Capital, lower costs and taxes.Capital's investments in affordable housing projects.
Consolidated non-core items for 20132014 and 20122013 for Edison International included:
An impairment chargeImpairment and other charges of $163 million ($72 million after-tax) in 2014 related to the San Onofre OII Settlement Agreement (as discussed below) and $575 million ($365 million after tax)after-tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3.
An income tax benefit During the fourth quarter of $36 million for 2013 from a2014, SCE revised estimate of the taxits estimated impact of the expected future tax deconsolidationSan Onofre OII Settlement by $68 million ($24 million after-tax) consistent with the advice filing for reimbursement of recorded costs. The total 2014 and separation of EME2013 charges resulting from Edison International. Edison International continues to consolidate EME for federalthe San Onofre issues and certain combined state tax returns. Changes in the amount of tax attributes in 2013 affected income taxes of discontinued operations.settlement were $738 million ($437 million after-tax). Such benefits may or mayamounts do not continue in future periods.reflect any recoveries from third parties by SCE. For further information, see "Item 8. Notes"—Permanent Retirement of San Onofre and San Onofre OII Settlement" and "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Impairment of Long-Lived Assets."
Income from discontinued operations, net of tax, included:
Income of $168 million in 2014 related to the impact of completing the transactions called for in the EME Settlement Agreement (as defined below).
Income tax benefits of $39 million during the fourth quarter of 2014 from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other tax impacts related to EME. See "Notes to Consolidated Financial Statements—Note 7. Income Taxes."Taxes" for further information.
An after-tax earnings chargeIncome tax loss of $1.3 billion$22 million in 2012 due2014 compared to the full impairmenta benefit of $36 million in 2013 from revised estimates of the investment in EME astax impact of a result of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, a provision for losses from the EME bankruptcy and tax impacts related to the expected future tax deconsolidation and separation of EME from Edison International. See "Item 8. NotesInternational as originally contemplated prior to Consolidated Financial Statements—Note 16. Discontinued Operations" forthe EME Settlement. For further information.information, see "—Resolution of Uncertainty Related to EME in Bankruptcy."
An after-tax earningsincome tax benefit of $231$7 million recorded in 2012 resulting from the regulatory treatment of 2009 – 2011 income tax repair deductions for income tax purposes as adopted in the 2012 GRC decision. See "Resultsfirst quarter of Operations—SCE—Income Taxes" for further discussion.
An after-tax earnings charge of $37 million recorded2013 from reduction in 2012 resulting from Edison International's update to its estimated long-term California apportionment rate applicable to deferredstate income taxes as a result of changes related to EME.
An after-tax earnings benefit of $31 million ($65 million pre-tax gain) recorded in 2012 attributable to Edison Capital'sthe sale of its leaseEdison Capital's interest in Unit No. 2 of the Beaver Valley Nuclear Power Plant to a third party for $108 million.plant. The sale of Edison Capital's lease interest was completed in 2012. However, the final determination of state income taxes paid was not completed until the first quarter of 2013 which resulted in $7 milliona change in the estimate of lower state income taxes due.
Income of $2 million related to losses allocated to tax expense than previously estimated.equity investors under the HLBV accounting method. For further information, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies." Edison International reflected in core earnings the operating results of the solar rooftop projects, related financings and the priority return to tax equity investor. The losses allocated to the tax equity investor under HLBV method results in income allocated to subsidiaries of Edison International, neither of which is due to the performance of the projects but rather due to the allocation of income tax attributes under the tax equity financing. Accordingly, Edison International has included the non-operating allocation of income as a non-core item.
See "Results of Operations" for discussion of SCE and Edison International Parent and Other results of operations, including a comparison of 20122013 results to 2011.2012.
Permanent RetirementElectricity Industry Trends
The electricity industry is undergoing extensive change, including technological advancements such as customer-owned generation, energy storage and customer-owned generation that may change the nature of San Onofre
Tube Leakenergy generation and Response
Replacement steam generators were installed at San Onofre in 2010 and 2011. In the first quarter of 2012, a water leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube to tube wear. At the time, Unit 2 was off-line for a planned outage when areas of unexpected tube to support structure wear were found. Both Units have remained shut down since early 2012 and have undergone extensive inspections, testing and analysis following discovery of the leak. In October 2012, SCE submitted a restart plan to the Nuclear Regulatory Commission ("NRC"), seeking to restart Unit 2 at a reduced power level (70%) for an initial period of approximately five months, based on work done by engineering groups from three independent firms with expertise in steam generator design and manufacturing. SCE did not develop a restart plan for Unit 3.
Permanent Retirement
On June 6, 2013 SCE decided to permanently retire Units 2 and 3. SCE concluded that despite the NRC's extensive review of SCE's restart plan for Unit 2 starting in October 2012, there still remained considerable uncertainty about when the review process would be concluded. Given the considerable uncertainty of when or whether SCE would be permitted to restart Unit 2, SCE concluded that it wasdelivery. Recent trends in the best interestelectric industry include:
leveling of its customers, shareholdersdemand due to slower population growth, demand side management of energy and other stakeholders to permanently retire the Unitsan increase in customer-owned generation;
public policy initiatives such as reducing GHG emissions and focus on planningencouraging competition for the sale and delivery of electricity;
increased need for infrastructure replacement resources which will eventually be required forand grid reliability. SCE also concludeddevelopment to accommodate new technologies; and
technological and financing innovation that its decision to retire the Units would facilitate more orderly planning for California's energy future without the uncertainty of whether, when or how long San Onofre would continue to operate.conservation and customer-owned generation and changes in electricity generation, transmission and distribution.

264




CPUC Review
In October 2012The electric distribution grid is an important component of California's public policy goals to support a cleaner environment. These policy goals continue to advance as California moves forward in implementing AB 32, the CPUC issued an Order Instituting Investigation ("OII")California Global Warming Solutions Act of 2006. AB 32 established a comprehensive program to reduce GHG emissions and required regulations that consolidated all San Onofre issueswould reduce California's GHG emissions to 1990 levels by 2020. California law currently requires retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources. The Governor of California has proposed the next set of objectives for 2030 and beyond, which include increasing from 33% to 50% the electricity derived from renewable resources. Also included is a targeted 50% reduction of petroleum use in related regulatory proceedingsmobile vehicles, which may result in growth in electric vehicles and investment in charging infrastructure. California’s policy goals in these areas may create opportunities for the electric grid to consider appropriate cost recovery for all San Onofre costs, including among other costs,enable GHG emission reductions by providing the costsupporting infrastructure to increase adoption of customer-owned generation, electric storage, and electric vehicles but they may increase customer rates and add technical complexity and risk to the safe and reliable operation of the steam generator replacement project, substitute market power costs, capital expenditures, operationelectric grid.
Having considered these trends, SCE is investing in and maintenancestrengthening its electric grid and driving operational and service excellence to improve system safety, reliability and service while controlling costs and seismic study costs. rates. Edison International is investing, at much more modest levels, in Competitive Businesses to largely evaluate the attractiveness of new business models and potential competitive threats to the traditional utility business model.
Distribution Grid Development
The OIIdistribution grid needs investment to support two-way flows of electricity created by customer-owned generation as well as new technologies such as electric vehicles and energy storage and is critical to implementing California's public policy goals, including those to reduce GHG emissions. SCE is engaged in initiatives that are not currently addressed in the GRC, including preparing a Distribution Resources Plan and participating in the Charge Ready Program.
Distribution Resources Plan
AB 327 requires that all San Onofre-related costs incurred onSCE and after Januaryother California investor-owned utilities to submit a proposed Distribution Resources Plan by July 1, 2012 be tracked2015. The goal of the Distribution Resources Plan is to facilitate the integration of distributed energy resources at optimal locations in a memorandum accountmanner that minimizes overall system costs and maximizes customer benefits from these investments, while at the same time maintaining system safety and reliability. To accomplish this, the plan must evaluate locational benefits and costs of distributed resources located on the distribution system based upon reductions or increases in local generation capacity needs, avoided or increased investments in distribution infrastructure, safety benefits, reliability benefits, and any other savings distributed resources provide to the extent collected in rate levels authorized inelectric grid or costs to customers.
Charge Ready Program
SCE proposes to increase the 2012 GRCavailability of electric vehicle charging stations through its Charge Ready program. SCE proposes to work with cities, employers, apartment owners, charging equipment manufacturers and others to deploy up to 30,000 qualified charging stations at locations where cars may be parked for four hours or other proceedings, be subjectmore. Under the proposal, SCE would build, own and maintain the electric infrastructure needed to refund. serve the qualified charging stations at participating customer locations. Participating customers would install, own, maintain, and operate the charging stations.
The Order also states that the CPUCprogram proposes to begin with a $22 million pilot for installation of up to 1,500 chargers as well as a supporting market education effort. The results of this first phase will determine whether to order the immediate removal, effective ashelp shape Phase 2 of the date of the OII, of costs and rate base related to San Onofre from SCE's rates. Various other parties have filed testimony in the OII asking for disallowance of some or all of the San Onofre-related costs, including costs in excess of the amount impaired by SCE, as described below. The first phase of the OII was focused on 2012 costs, including 2012 capital and operation and maintenance costs and the appropriate calculation to measure 2012 substitute market power costs. A proposed decision in the first phase of the OII was issued in November 2013. The proposed decision would allow $45 million in planned Unit 2 refueling outage costs but would disallow approximately $74 million in operation and maintenance costs authorized in rates plus 20% of the 2012 revenue requirement related to capital expenditures incurred during the extended outage for both Units. The disallowance would be subject to possible further review in the third phase of the OII. The proposed decision would permit recovery of routine operation and maintenance expense through May 2012 but defers a decision on recovery of incremental expenses incurred by SCE to the third phase of the OII. A final decision in the first phase is expected in the first quarter of 2014. The second phase was focused on whether to adjust customer rates to remove the plant from rate base and hearings were held in October 2013. A proposed decision in the second phase is expected in the first quarter of 2014. The third and fourth phases of the OII will focus on the steam generator replacement project itself, including the reasonableness of the project's costs, and the San Onofre 2013 revenue requirement, respectively, and have not yet been scheduled.
A summary of financial items related to San Onofre and implicated in the OII are as follows:
Approximately $1.25 billion of SCE's authorized revenue requirement collected since January 1, 2012 (subject to refund) is associated with operating and maintenance expenses, depreciation, taxes and return on SCE's investment in Unit 2, Unit 3 and common plant. In 2013, SCE recorded approximately $39 million in severance costs associated with its decision to retire both Units. Until funding of post June 6, 2013 activities related to the permanent closure of the plant is transitioned from base rates to SCE's nuclear decommissioning trusts established for that purpose, SCE will continue to record these costs through the San Onofre OII memorandum account, subject to reasonableness review.
At May 31, 2013, SCE's net investment associated with San Onofre is set forth in the following table:
(in millions)Unit 2 Unit 3 Common Plant Total
Net investment1
$606
 $430
 $259
 $1,295
Materials and supplies
 
 100
 100
Construction work in progress25
 99
 106
 230
Nuclear fuel153
 216
 102
 471
Total investment$784
 $745
 $567
 $2,096
1
Includes net book value of the replacement steam generators of $542 million.
In 2005, the CPUC authorized expenditures of approximately $525 million ($665 million based on SCE's estimate after adjustment for inflation using the Handy-Whitman Index) for SCE's 78.21% share of the costs to purchase and install the four new steam generators in Units 2 and 3 and remove and dispose of their predecessors. SCE has spent $602 million on the steam generator replacement project, not including inspection, testing and repair costs subsequent to the replacement steam generator leak in Unit 3.
As a result of outages associated with the steam generator inspection and repair, electric power and capacity normally provided by San Onofre were purchased in the market by SCE. These market power costs will be reviewed as part of the CPUC's OII proceeding. Estimated market power costs calculated in accordance with the OII methodology were approximately $680 million as of June 6, 2013, excluding avoided nuclear fuel costs which are no longer included as a reduction due to SCE's decision to permanently retire Units 2 and 3. Such amount includes costs of approximately $65 million associated with planned outage periods. SCE believes that such costs should be excluded as they would have been incurred even had the replacement steam generators performed as expected. Estimated market power costs calculated in accordance with the OII methodology from June 7, 2013 through December 31, 2013 were approximately $333 million.

27




Such amount includes costs of approximately $30 million associated with planned outage periods. SCE views the market power costs incurred from June 7, 2013 to be purchases made in the ordinary course to meet its customers’ needs as authorized by the CPUC-approved procurement plan rather than power or capacity that was acquired for cost recovery purposes as a replacement for San Onofre. The CPUC will ultimately determine a final methodology for estimating market power costs as it continues its review of the issues in the OII.
Through December 31, 2013, SCE's share of incremental inspection and repair costs totaled $115 million for both Units (not including payments made by MHI as described below). SCE recorded its share of payments made to date by MHI ($36 million) as a reduction of incremental inspection and repair costs in 2012.
SCE continues to believe that the actions taken and costs incurred in connection with the San Onofre replacement steam generators, outages and permanent retirement have been prudent. Nevertheless, SCE cannot provide assurance that the CPUC will not disallow costs incurred or order refunds to customers of amounts collected in rates or that SCE will be successful in recovering amounts from third parties. Disallowances of costs and/or refund of amounts received from customers could be material and adversely affect SCE's financial condition, results of operations and cash flows.
Accounting for Early Retirement of San Onofre Units 2 and 3
As a result of the decision to early retire San Onofre Units 2 and 3, GAAP requires reclassification of the amounts recorded in property, plant and equipment and related tangible operating assets to a regulatory asset to the extent that management concludes it is probable of recovery through future rates. Regulatory assets may also be recorded to the extent management concludes it is probable that direct and indirect costs incurred to retire Units 2 and 3 as of each reporting date are recoverable through future rates. These costs may include, but are not limited to, severance benefits to reduce the workforce at San Onofre to the staffing required to safely store and secure the plant prior to conducting decommissioning activities, losses on termination of purchase contracts, including nuclear fuel, and losses on disposition of excess inventory. GAAP also requires recognition of a liability to the extent management concludes it is probable SCE will be required to refund amounts from authorized revenues previously collected from customers.
In assessing whether to record regulatory assets as a result of the decision to retire San Onofre Units 2 and 3 early and whether to record liabilities for refunds to customers, SCE considered the interrelationship of recovery of costs and refunds to customers for accounting purposes, as such matters are being considered by the CPUC on a consolidated basis in the San Onofre OII. SCE also considered that it will continue to use certain portions of the plant (such as fuel storage, security facilities and buildings) as part of ongoing activities at the site. SCE additionally reviewed relevant regulatory precedents and statutory provisions regarding the regulatory recovery of early retired assets previously placed in service and related materials, supplies and fuel. Such precedents have generally permitted cost recovery of the remaining net investment in early retired assets, absent a finding of imprudency. Such precedents vary on whether a full, partial or no rate of return is allowed on the investment in such assets, but generally provide accelerated recovery when less than a full return is authorized. Furthermore, once the Units are removed from rate base, under normal principles of cost of service ratemaking and relevant statutory provisions, SCE should, absent imprudence, recover the costs it incurs to purchase power that might otherwise have been produced by San Onofre. SCE continues to believe that the actions it has taken and the costs it has incurred in connection with the San Onofre replacement steam generators and outages have been prudent.
As a result of such considerations, SCE considered a number of potential outcomes for the matters being considered by the CPUC in the San Onofre OII, none of which are assured, but a number of which in SCE's opinion appeared to be more likely than a number of other outcomes. SCE considered the likelihood of outcomes to determine the amount deemed probable of recovery. These outcomes included a number of variables, including recovery of and return on the components of SCE's net investment, and the potential for refunds to customers for either substitute power or operating costs occurring over different time periods. SCE also included in its consideration of possible outcomes, the requirement under GAAP to discount future cash flows from recovery of assets without a return at its incremental borrowing rate.
As a result of the foregoing assessment, SCE:
Reclassified $1,521 million of its total investment in San Onofre at May 31, 2013 as described above to a regulatory asset (“San Onofre Regulatory Asset”). Included in the San Onofre Regulatory Asset is approximately $404 million of property, plant and equipment, including construction work in progress,program, which is expected to support ongoing activities atcost an additional $333 million over the site. In addition, to the extent the San Onofre Regulatory Asset includes excess nuclear fuel and material and supplies,next five years. SCE will, if possible, sell such excess amounts to third parties and reduce the amount of the regulatory asset by such proceeds.
Recorded an impairment charge of $575 million ($365 million after tax) in the second quarter of 2013.

28




As part of the decision to permanently retire the Units at San Onofre, SCE announced a workforce reduction of approximately 960 employees and had severance costs in 2013 of $39 million (SCE's share). The estimate for these costs was previously included in SCE's estimate to decommission the units. After acceptance of the decommissioning plan by the NRC, SCE expects a further workforce reduction of approximately 175 employees. SCE also recorded severance costs of $14 million related to the indirect employee impacts from the decision to early retire the Units.
As of December 31, 2013, SCE recorded a net regulatory asset of $1.3 billion comprised of: $1.56 billion of property, plant and equipment; $33 million estimated losses on disposition of nuclear fuel inventory; less $266 million for estimated refunds of authorized revenue recorded in excess of SCE’s costs of service, including a return on capital through June 6, 2013. SCE's judgment that the San Onofre Regulatory Asset recorded at December 31, 2013 is probable, though not certain, of recovery is based on SCE's knowledge of the facts and judgment in applying relevant regulatory principles to the issues under review in the OII proceeding and in accordance with GAAP. Such judgment is subject to considerable uncertainty, and regulatory principles and precedents are not necessarily binding and are capable of interpretation. Therequested CPUC may or may not agree with SCE, after review of all of the facts and circumstances, and SCE may advocate positions that it believes are supported by relevant precedent and regulatory principles that are more favorable to SCE than the charges it has recorded in accordance with GAAP. The CPUC could also conclude that SCE acted imprudently regarding the San Onofre replacement steam generator project, including its response to the outage that commenced at the end of January 2012. Thus, there can be no assurance that the OII proceeding will provide for recoveries as estimated by SCE, including the recovery of costs recorded as a regulatory asset, or that the CPUC does not order refunds to customers from amounts that were previously authorized as subject to refund. Accordingly, the amount recorded for the San Onofre Regulatory Asset at December 31, 2013, is subject to change based upon future developments and the application of SCE's judgment to those events.
Third-Party Recovery
The replacement steam generators were designed and supplied by MHI and are warranted for an initial period of 20 years from acceptance. MHI is contractually obligated to repair or replace defective items with dispatch and to pay specified damages for certain repairs. MHI's liability under the purchase agreement is limited to $138 million and excludes consequential damages, defined to include "the cost of replacement power;" however, limitations in the contract are subject to applicable exceptions both in the contract and under law. SCE has advised MHI that it believes one or more of such exceptions apply and MHI's liability is not limited to $138 million, and MHI has advised SCE that it disagrees. In October 2013, after a prescribed 90-day waiting period from the service of an earlier notice of dispute, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and in its capacity as Operating Agent for San Onofre. SCE also alleges that MHI totally and fundamentally failed to deliver what it promised, and that the contractual limitations of liability are subject to applicable exceptions in the contract and under law. MHI responded to SCE’s formal request in December 2013, asserting that the replacement steam generator project was a joint design venture, that the wear could not have been predicted and that SCE thwarted MHI’s repair efforts. MHI also asserted several counterclaims associated with work or services it claims it should be compensated for and which it values at approximately $41 million; SCE has denied any liability for the asserted counterclaims. Each of the other co-owners filed lawsuits against MHI, alleging claims arising from MHI's supplying the faulty steam generators. MHI has requested that these lawsuits be stayed pending the arbitration with SCE but the court has not yet ruled on this request.
SCE, on behalf of itself and the other San Onofre co-owners, has submitted seven invoices to MHI totaling $149 million for steam generator repair costs incurred through April 30, 2013. MHI paid the first invoice of $45 million, while reserving its right to challenge any of the charges in the invoice. In January 2013, MHI advised SCE that it rejected a portion of the first invoice and required further documentation regarding the remainder of the invoice. In September 2013, SCE reiterated its request to MHI for payment of outstanding invoices. SCE has recorded its share of the invoice paid as a reduction of repair and inspection costs.

29




San Onofre carries accidental property damage and carried accidental outage insurance issued by Nuclear Electric Insurance Limited ("NEIL") and has placed NEIL on notice of claims under both policies. The NEIL policies have a number of exclusions and limitations that NEIL may assert reduce or eliminate coverage, and SCE may choose to challenge NEIL’s application of any such exclusions and limitations. The estimated total claims under the accidental outage insurance through August 31, 2013 are approximately $397 million (SCE’s share of which is approximately $311 million). Pursuant to these proofs of loss, SCE is seeking the weekly indemnity amounts provided under the accidental outage policy for each Unit. Accidental outage policy benefits are reduced by 90% for the periods following announcement of the permanent retirement of the Units. The accidental outage insurance at San Onofre has been canceled as a result of the permanent retirement. SCE has not submitted a proof of loss under the accidental property damage insurance. No amounts have been recognized in SCE's financial statements, pending NEIL's response. SCE's current expectation is that NEIL will make a coverage determination by the end of the second quarter of 2014.
Continuing NRC Proceedings
As part of the NRC's review of the San Onofre outage and proceedings related to the possible restart of Unit 2, the NRC appointed an Augmented Inspection Team to review SCE's performance. In September 2013, the NRC issued an Inspection Report in connection with The Augmented Inspection Team’s review and SCE’s response to an earlier NRC Confirmatory Action Letter. The NRC’s report contained a preliminary “white” finding (low to moderate safety significance) and an apparent violation regarding the steam generators in Unit 3 and a preliminary “green” finding (very low safety significance) for Unit 2’s steam generators for failing to ensure that MHI’s modeling and analysis were adequate. Simultaneously, the NRC issued an Inspection Report to MHI containing a Notice of Nonconformanceapproval for its flawed computer modeling in the design of San Onofre’s steam generators. In October 2013, SCE submitted comments to the NRC on the characterizations contained in the Inspection Report but chose not to contest the findings or violation,pilot by June 2015, and the NRC finalized its finding in December 2013. In addition, the NRC's Office of Investigations has been conducting an investigation into the accuracy and completeness of information SCE provided to the Augmented Inspection Team. SCE has also been made aware of an investigation related to San Onofrefor Phase 2 by the NRC's Office of Inspector General, which generally reviews internal NRC affairs. Certain anti-nuclear groups and individual members of Congress have alleged that SCE knew of deficiencies in the steam generators when they were installed or otherwise did not correctly follow NRC requirements in connection with the design and installation of the replacement steam generators, something which SCE has vigorously denied, and have called for investigations, including by the Department of Justice. SCE cannot predict when or whether ongoing inquiries or investigations by the NRC will be completed or whether inquiries by other government agencies will be initiated. Should the NRC find a deficiency in SCE's provision of information, SCE could be subject to additional NRC actions, including the imposition of penalties, and the findings could be taken into consideration in the CPUC regulatory proceedings described above.
DecommissioningJune 2016.
The decommissioning of a nuclear plant requires the management of three related activities: radiological decommissioning, non-radiological decommissioning and the management of spent nuclear fuel. The decommissioning process may take many years, as is expected at San Onofre. SCE is currently discussing a decommissioning agreement to govern the process with the decommissioning participants, as contemplated by the San Onofre operating agreement. SCE leases and holds an easement from the U.S. Navy for the land on which San Onofre is located. The easement granted by the U.S. Navy for San Onofre gives the Navy the right to set site-restoration requirements, which could exceed the NRC requirements and require SCE to restore the site to its original condition.
The process for the radiological decommissioning of a nuclear power plant is governed by NRC regulations. SCE expects that the non-radiological decommissioning of the site may eventually involve other governmental agencies and approvals. Under NRC regulations, the process for radiological decommissioning consists of three phases: initial activities, major decommissioning and storage activities, and license termination. Initial activities include providing a notice of permanent cessation of operations and of permanent removal of fuel from the reactor vessel shortly after the retirement of the plant has been announced. Within two years after the announcement of retirement, the licensee must also submit a post-shutdown decommissioning activities report, an irradiated fuel management plan and a site-specific decommissioning cost estimate.
On June 12, 2013, SCE began the initial activity phase of radiological decommissioning by filing with the NRC a certification of permanent cessation of power operations at San Onofre. Notifications of permanent removal of fuel from the reactor vessels were provided on June 28, 2013 and July 22, 2013 for Units 3 and 2, respectively. SCE currently estimates that it will provide the other initial activity phase plans and cost estimates by the end of 2014. Major radiological decommissioning activities may only start 90 days after the NRC receipt of the post-shutdown decommissioning activities report. The license termination phase will begin with the submission of a license termination plan, which is due not less than

30




two years prior to the planned license termination. The NRC regulations regulate the use of decommissioning trust funds for radiological decommissioning by requiring that various decommissioning process milestones be met prior to the use of additional funds. SCE may also need NRC staff approval to use decommissioning funds for spent fuel management and non-radiological decommissioning.
SCE has nuclear decommissioning trust funds for San Onofre Units 2 and 3 of $3.18 billion as of December 31, 2013, which is comprised of annual contributions made through rates and earnings on the trust funds’ balances. Other than the use of funds for the planning of radiological decommissioning (up to a maximum of 3% of a generic formula amount under NRC regulations, or $31 million), the CPUC must issue an order granting prior approval for withdrawal of decommissioning trust funds to be used for radiological decommissioning, non-radiological decommissioning and spent fuel management. The CPUC's authority to authorize the use of trust funds for decommissioning activities is provided by the Nuclear Facility Decommissioning Act of 1985 of the California Public Utilities Code. SCE has filed a request with the CPUC that would authorize early release of trust funds for costs up to a specified cost cap of $214 million.
Once access is authorized by the CPUC, SCE will fund decommissioning of San Onofre through funds in its nuclear decommissioning trust. In order to determine future funding levels, SCE makes regular forecasts of decommissioning cost estimates based on expert advice. Such forecasts are subject to a number of assumptions and uncertainties, such as future dismantling, transportation, labor and similar costs, the length of time that will be needed to decommission, prevailing rates of inflation, burial escalation rates and other assumptions.
In July 2013, SCE submitted supplemental testimony in the Nuclear Decommissioning Cost Triennial Proceeding ("NDCTP") that provided a decommissioning cost estimate for an early shutdown scenario of both Units 2 and 3. The supplemental testimony provided for a higher level of contributions than is currently collected in rates. However, SCE’s supplemental testimony requested the CPUC to defer an increase in the contribution level until SCE has completed an updated site-specific decommissioning cost estimate for San Onofre currently expected in by the end of 2014.
The total ARO liability related to San Onofre was revised based on the July 2013 update to the NDCTP discussed above. See "Item 8. Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Asset Retirement Obligation" for further information.
ERRA Balancing Account
Rates related to fuel and purchased power are set annually based on a forecast of the costs SCE expects to incur in the following year. Actual fuel and power costs that are greater/less than the forecast are tracked in the ERRA balancing account and collected/refunded to customers in subsequent periods. In August 2012, SCE filed its annual 2013 ERRA forecast, requesting a rate increase of approximately $500 million due to a variety of factors. The 2013 ERRA forecast proceeding was deferred by the Assigned Commissioner while issues related to the San Onofre outage are under consideration in the San Onofre OII. See "—Permanent Retirement of San Onofre" above.
As a result, until November 2013, SCE continued to recover in rates amounts authorized in the 2012 ERRA proceeding which are significantly below the costs incurred. As of December 31, 2013, the fuel and power procurement-related costs were under-collected by approximately $1 billion, which SCE has recorded as a regulatory asset on the basis that such amounts are probable of recovery.
The CPUC has also established a "trigger" mechanism for the ERRA balancing account that allows for a rate adjustment if the balancing account over- or under-collection exceeds 5% of SCE's prior year generation revenue, or approximately $280 million. In July 2013, SCE triggered the mechanism and filed an application with the CPUC. Prior to the application, SCE had also filed a motion with the CPUC proposing an interim ERRA rate increase. In January 2014, the CPUC issued a proposed decision rejecting SCE's application, finding that if San Onofre had been operating normally in 2013, the undercollection would not have grown sufficiently to trigger the mechanism. SCE disagrees with the reasoning in the PD, but the procedural posture of SCE’s 2014 ERRA forecast proceeding (discussed below) renders the issue largely moot.
In October 2013, the CPUC issued a decision in December 2014 that reversed a prior prohibition on SCE's 2013 ERRA forecast that approvedutility ownership of electric vehicle infrastructure and implemented a portion of SCE's 2013 ERRA forecast and allowed SCE to increase rates by approximately $160 million. Under the decision, SCE was required to defer collection of its forecasted net San Onofre replacement power costs (the difference between normal San Onofre costs and the San Onofre costscase-by-case evaluation requirement for proposed utility investments in the 2013 ERRA forecast filing) until the resolution of such costs in the San Onofre OII proceeding. In addition, the decision directed SCE to exclude the net San Onofre costs from the ERRA trigger calculation. The decision made no determination regarding the accuracy of the methodology used to determine the net San Onofre costs or the reasonableness of the costs. Those determinations will be made in the San Onofre OII. SCE may finance deferred power procurement-related costs with commercial paper or other borrowing, subject to availability in the capital markets.

31




In November 2013, SCE updated its annual 2014 ERRA forecast proceeding testimony, requesting a revenue requirement increase of approximately $1.97 billion, an increase of approximately 16% over the current 2013 total revenue requirement, beginning in January 2014. In response to an administrative law judge request, SCE subsequently estimated net San Onofre replacement costs to be approximately $467 million. These costs may be removed from the final decision in the 2014 ERRA forecast proceeding and deferred until the resolution of such costs in the San Onofre OII proceeding. SCE cannot predict the outcome of the proceeding. SCE expects a decision in the first half of 2014.electric vehicle infrastructure.
2015 General Rate Case
On November 12, 2013, SCE filed its 2015 GRC application which requested a 2015 base rate revenue requirement of $6.462 billion. Subsequently, SCE reduced its requested 2015 base rate revenue requirement to $6.383 billion to remove Four Corners costs from the proposed revenue requirement due to the completion of the sale of SCE's interest. After considering the effects of sales growth, SCE's request would be a $127 million increase over currently authorized base rate revenue. If the CPUC approves the requested rate increase and allocates the increase to ratepayer groups on a system average percentage change basis, the percentage increases over current base rates and total rates are estimated to be 2% and 0.6%, respectively. The application also proposed post-test year increases in 2016 and 2017, net of sales growth, of $313 million and $319 million, respectively. The requested revenue requirement increase is driven by the need to: maintain system reliability, including investment in infrastructure maintenance and replacement, accommodate customer load growth, and ongoing operation and maintenance expenses. The application includes forecasted shutdown operating and capital expenses for San Onofre. To the extent that some or all of these expenses are funded by its nuclear decommissioning trust, SCE will not recover such costs through base rates. The application also includes a request for 2015 – 2017 capital expenditures as discussed in "—Liquidity" below. SCE's proposed schedule in the proceeding anticipates a final decision on SCE's 2015 GRC by the end of 2014. SCE cannot predict the revenue requirement the CPUC will ultimately authorize or when a final decision will be adopted.
Capital Program
Total capital expenditures (including accruals) were $4.0 billion in 2014 and $3.5 billion in 2013 and $3.92013. SCE's year-end rate base (excluding San Onofre) was $23.3 billion in 2012. The level of capital expenditures in 2013 was lower than the prior year, dueat December 31, 2014 compared to the full implementation in 2012 of the Edison SmartConnect® program, lower investments$21.1 billion at San Onofre, lower costs on two transmission projects placed in service in 2013 and delays experienced with other transmission projects, offset by higher investment in distribution infrastructure replacement and improvement programs. SCE's capital program for 2014 – 2017 is focused primarily in the following areas:
Maintaining reliability and expanding the capability of SCE's transmission and distribution system through infrastructure replacements and improvements.
Upgrading and constructing new transmission lines and substations for system reliability and increased access to renewable energy, including the Tehachapi, Coolwater-Lugo and West of Devers transmission and substation projects.
Maintaining performance of SCE's natural gas, and hydro-electric generating plants.December 31, 2013.
SCE forecasts capital expenditures in the range of $15.1$11.8 billion to $17.2$13.4 billion for 20142015 – 2017. Actual capital spending will be affected by: changes in regulatory, environmental and engineering design requirements; permitting and project delays; cost and availability of labor, equipment and materials; and other factors. These factors as well as major projects are discussed further under "—Liquidity and Capital Resources—SCE—Capital Investment Plan."

5

EME Chapter 11 Bankruptcy Filing


Regulatory Matters
2015 General Rate Case
In January 2015, SCE updated its forecasted 2015 base rate revenue requirement request to $5.713 billion, which would be an $80 million increase over currently authorized base rate revenue. The updated base rate revenue requirement request also proposed post-test year increases in 2016 and 2017 of $286 million and $315 million, respectively. The original request, filed in November 2013, included a 2015 base rate revenue requirement request of $6.462 billion, which was subsequently reduced to remove costs related to Four Corners and San Onofre, as directed by the ALJs assigned to the GRC and reflect changes after SCE's rebuttal testimony.
The ORA, recommended that SCE's originally requested 2015 base rate revenue requirement be decreased by approximately $607 million, comprised of approximately $302 million in operations and maintenance expense reductions and approximately $305 million in capital-related revenue requirement reductions. TURN recommended that SCE's originally requested 2015 base rate revenue requirements be decreased by approximately $412 million, comprised of approximately $131 million in operations and maintenance expense reductions and approximately $281 million in capital-related revenue requirement reductions. TURN's recommendation also included a reduction in revenue requirement related to income tax repair deductions that originated during the period 2012 – 2014.
A final 2015 GRC decision is not expected until later in 2015. SCE expects to recognize revenue based on the 2014 authorized revenue requirement until a GRC decision is issued. The CPUC has approved the establishment of a GRC memorandum account, which will make the 2015 revenue requirement ultimately adopted by the CPUC effective as of January 1, 2015. SCE cannot predict the revenue requirement the CPUC will ultimately authorize or provide assurance on the timing of a final decision.
Cost of Capital
In December 2014, the CPUC granted a one-year extension of the date to April 2016 when SCE must file the next cost of capital mechanism application, due to the stability of interest rates since the last cost of capital filing in 2012. As a result, SCE's current authorized cost of capital mechanism is extended through 2016, subject to the trigger mechanism.
The cost of capital trigger mechanism provides for an automatic annual adjustment to SCE's authorized cost of capital in September if the utility bond index changes beyond certain thresholds. The adjustment would apply to the following calendar year. The return on common equity will remain at 10.45% for 2015 and 2016, subject to any index changes that exceed the thresholds for 2016.
Edison International Dividend Policy
In December 2014, Edison International declared a 17.6% increase to the annual dividend rate from $1.42 per share to $1.67 per share. Edison International plans to increase its dividends to common shareholders to its target payout ratio of approximately 45% to 55% of SCE earnings in steps over time.
Permanent Retirement of San Onofre and San Onofre OII Settlement
Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, EMEa leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and certainsubsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of unexpected tube wear were also discovered. On June 6, 2013, SCE decided to permanently retire and decommission Units 2 and 3.
Settlement of San Onofre CPUC Proceedings
In October 2012, the CPUC issued an OII that consolidated all San Onofre issues in related CPUC regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, and operation and maintenance costs.
On November 20, 2014, the CPUC approved the Amended and Restated Settlement Agreement (the "San Onofre OII Settlement Agreement") that SCE had entered into with TURN, the ORA, SDG&E, the Coalition of California Utility Employees, and Friends of the Earth (together, the "Settling Parties"). The San Onofre OII Settlement Agreement resolved the CPUC's OII and related proceedings regarding the Steam Generator Replacement Project at San Onofre and the related outage and subsequent shutdown of San Onofre. The San Onofre OII Settlement Agreement does not affect proceedings related to recoveries from third parties described below, but does describe how shareholders and customers will share any

6




potential recoveries. SCE has recorded the effects of the San Onofre OII Settlement Agreement. Such amounts do not reflect any recoveries from third parties by SCE.
A lawsuit challenging the CPUC's authority to permit rate recovery of San Onofre costs and an application for rehearing of the CPUC’s decision approving the San Onofre OII Settlement Agreement were filed in November and December 2014, respectively. On February 9, 2015, SCE filed in the OII proceeding a Late-Filed Notice of Ex Parte Communication regarding a meeting in March 2013 between an SCE senior executive and the president of the CPUC, both of whom have since retired from their respective positions. In response, the Alliance for Nuclear Responsibility, one of the intervenors in the OII, filed an application requesting that the CPUC institute an investigation into whether sanctions should be imposed on SCE in connection with the ex parte communication. The application requests that the CPUC order SCE to produce all ex parte communications between SCE and the CPUC or its staff since January 31, 2012 and all internal SCE unprivileged communications that discuss such ex parte communications.
Third-Party Recoveries
San Onofre carries accidental property damage and carried accidental outage insurance issued by NEIL and has placed NEIL on notice of claims under both policies. For further discussion of potential NEIL insurance recoveries and how they would be shared with customers and SCE, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
SCE is also pursuing claims against MHI, which designed and supplied the RSGs. In October 2013, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and its customers and in its capacity as Operating Agent for San Onofre. MHI has denied any liability and has asserted counterclaims for $41 million, for which SCE has denied any liability. The other
co-owners (SDG&E and Riverside) have been added as additional claimants in the arbitration, with party status. For further discussion of potential recoveries from MHI and how they would be shared with customers, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
Rate Impacts
Due to the implementation of the settlement as of December 31, 2014, including the refund of revenue related to the Steam Generator Replacement Project, the refund of the difference between authorized and recorded operation and maintenance expenses for 2013 and 2014, the refund from the reduction of returns on the balance of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11San Onofre investment and the other elements of the Bankruptcy Codesettlement will result in a refund to customers of approximately $540 million. Such refunds under the San Onofre OII Settlement Agreement were effectuated through a reduction in SCE's ERRA undercollection. At December 31, 2014, SCE's ERRA undercollection was $1.03 billion. The ERRA undercollection is expected to continue to decrease during 2015 assuming:
approval of SCE's request to classify the majority of costs incurred at San Onofre since June 7, 2013 as decommissioning costs and provide reimbursement from SCE's nuclear decommissioning trust; and
approval of SCE's 2015 ERRA forecast application, with implementation of revised rates occurring during the first quarter of 2015.
These decreases will be impacted by over/undercollection of purchased power and fuel costs during 2015, including changes in natural gas and power prices.
SCE may finance unrecovered power procurement-related costs with commercial paper or other borrowing, subject to availability in the Bankruptcy Court. EMEcapital markets. Delays in approval of rate increases to recover undercollection of fuel and purchase power costs would adversely impact SCE's liquidity. For further information on 2015 ERRA forecast application, see "Liquidity—Regulatory Proceedings—ERRA Forecast Filing – 2015."

7




NRC Proceedings
For information on the NRC proceedings, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."
Decommissioning
The decommissioning of a nuclear plant requires the management of three related activities: radiological decommissioning, non-radiological decommissioning and the management of spent nuclear fuel. The decommissioning process is expected to take many years. In June 2013, SCE began the initial activity phase of radiological decommissioning by filing with the NRC a certification of permanent cessation of power operations at San Onofre. Notifications of permanent removal of fuel from the reactor vessels were provided in June and July 2013 for Units 3 and 2, respectively. On September 23, 2014, SCE submitted its Plan of Reorganization in December 2013Post-Shutdown Decommissioning Activities Report ("December Plan of Reorganization"PSDAR"), Irradiated Fuel Management Plan and Decommissioning Cost Estimate for San Onofre, Units 2 and 3 to the NRC. These submittals were subject to a ninety-day period for NRC review and acceptance, which includedexpired on December 27, 2014. SCE is now permitted to start major radiological decommissioning activities pursuant to NRC regulations, provided SCE obtains all necessary environmental permits for decommissioning. During the salesecond quarter of substantially all2014, SCE updated its decommissioning cost estimate based on a site specific assessment. The decommissioning cost estimate in 2014 dollars is $4.4 billion (SCE share – $3.3 billion) and includes costs from June 7, 2013 through to the respective completion dates to decommission San Onofre Units 2 and 3 estimated to be in 2052. The decommissioning cost estimate is subject to a number of EME’s assetsestimates including the cost of burial of nuclear waste, cost of removal of property, site remediation costs as well as a number of other assumptions and estimates, including when the federal government may remove spent fuel canisters from the San Onofre site, as to NRG Energy, Inc.which there can be no assurance. The cost estimate is subject to change and such changes may be material. SCE's share of the present value of decommissioning costs using current discount rates was $3.0 billion at December 31, 2014. For further information, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Asset Retirement Obligation."
SCE has nuclear decommissioning trust funds for San Onofre Units 2 and 3 of $3.4 billion as of December 31, 2014. If the decommissioning cost estimate and assumptions regarding trust performance do not change, SCE believes that future contributions to the trust funds will not be necessary. The CPUC must issue an order granting prior approval for withdrawal of decommissioning trust funds. SCE has filed a request with the CPUC to authorize release of trust funds for costs up to a specified cost cap of $214 million to cover SCE's share of 2013 decommissioning costs. The request also seeks CPUC approval for a process by which SCE will be able to seek the release of trust funds to cover decommissioning costs incurred in 2014 and future periods until the CPUC approves a permanent San Onofre decommissioning plan and cost recovery mechanism.
Depending on the ultimate interpretation of IRS regulations, which address the taxation of a qualified nuclear decommissioning trust, SCE may be restricted from withdrawing amounts from the qualified decommissioning trusts to pay for independent spent fuel storage installation ("ISFSI") where SCE is seeking, or plans to seek, recovery of the ISFSI costs in litigation against the DOE. For further information, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel." SCE intends to participate as part of an industry coalition in working with the IRS and the transferDepartment of ownershipTreasury to pursue an interpretation of EMEthe IRS regulations that is consistent with Congress’ intent when this tax provision was enacted by Congress in 1984. If SCE is unable to unsecured creditors,obtain timely reimbursement of such costs, it may delay decommissioning activities. Furthermore, expenditures incurred are expected to be funded by SCE until such time as a favorable determination is made or the DOE litigation for such period is resolved. For further information, see "Risk Factors—Risk Factors Relating to SCE—Operating Risks."
Decommissioning costs incurred in 2013 and 2014 have been recorded as operations and maintenance expenses pending the CPUC decision on access to the Bankruptcy Courttrusts for confirmation. Underreimbursement. Accordingly, such costs have been recovered through GRC revenues. Costs incurred for 2013 have been found reasonable under the December Plan of Reorganization,San Onofre OII. The CPUC will conduct a reasonableness review for 2014 costs and years going forward. Beginning in 2015, SCE must fund decommissioning costs until the remaining assets of EME, consistingCPUC approves SCE's request to access the trust funds. Currently, SCE expects that the CPUC would approve access to the trust in 2015. SCE's share of the NRG sale proceeds, certainestimated decommissioning costs to be incurred in 2015, subject to change, are approximately $200 million.

8




Resolution of Uncertainty Related to EME tax benefits comprised of net operating loss and tax credit carryforwards and causes of action against Edison International or others that were not released under the December Plan of Reorganization, would have re-vested in the reorganized EME ("Reorganized EME").Bankruptcy
In February 2014, Edison International, EME and the Consenting Noteholders entered into a settlement agreement (the "EME Settlement AgreementAgreement") pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the EME Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the EME Settlement Agreement, is subject to the approval of the Bankruptcy Court, which is scheduled for consideration in Marchwas completed on April 1, 2014.

32




Under the Amended Plan of Reorganization, EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary ofSettlement Agreement, Edison International which will continue to be consolidated with Edison International for income tax purposes. Onmade the effective datefirst of the Amended Plan of Reorganization (“Effective Date”), all of the assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG Energy will be transferred to a newly formed trust or entity under the control of EME’s existing creditors (the “Reorganization Trust”), except for (a) EME’s income tax attributes, which will be retained by the Edison International consolidated income tax group; (b) certain tax and pension related liabilities in the approximate amount of $350 million, which are being assumed by Edison International and for substantially all of which Edison International had joint and several responsibility; and (c) EME’s indirect interest in Capistrano Wind Partners and a small hydroelectric project, which is currently a lease investment of Edison Capital that is expected to be transferred to EME prior to the closing of the settlement.
Edison International has agreed to paythree cash payments to the Reorganization Trust an amount equal to 50% of EME’s federal and California income tax benefits, which were not previously paid to EME under a tax allocation agreement between$225 million in April 2014. In August 2014, Edison International and EME that expired on December 31, 2013 (“EME Tax Attributes”) and which are estimated to be approximately $1.191 billion, subject toentered into an estimate updating procedure set forth inamendment of the Settlement Agreement that is expectedfinalized the remaining matters related to take up to approximately six months from the Effective Date. OnEME Settlement including setting the Effective Date, Edison International will payamount of the Reorganization Trust $225 million in cash and the balance will be paid in two remaining installment payments, to be madeincluding interest, at $204 million due on September 30, 2015 and 2016, respectively. The amount of the two installment payments with interest of 5% per annum from the Effective Date will be fixed once the estimate$214 million due on September 30, 2016. As a result of the EME Tax Attributes is completed but are currently estimated to be approximately $199 million and $210 million, respectively, including applicable interest. Assuming continuation of existing law and tax rates, Edison International also anticipates realization of the tax benefits over a period similar to the period for which it pays for them, and pending the realization of the tax benefits, Edison International will finance the settlement from existing credit lines.
EME and the Reorganization Trust will release Edison International and its subsidiaries, officers, directors, and representatives from all claims, except for those deriving from commercial arrangements between SCE and certain EME subsidiaries and for obligations arising under the Settlement Agreement. Edison International and its subsidiaries that directly and indirectly own EME will provide a similar release to EME and the Reorganization Trust. Under the Amended Plan of Reorganization, Edison International and its subsidiaries will also be beneficiaries of orders of the Bankruptcy Court releasing them from claims of third parties in EME’s bankruptcy proceeding. The Reorganization Trust is obligated to set aside $50 million in escrow to secure its obligations to Edison International under the Settlement Agreement, including its obligation to protect against liabilities, if any, not discharged in the bankruptcy for which the Reorganization Trust remains responsible. Such escrowed amount will decline over time to zero on September 30, 2016.
Approval of the Amended Plan of Reorganization, including the Settlement Agreement, is subject to the determination of the Bankruptcy Court. The final estimate of EME Tax Attributes, which will fix Edison International’s installment obligations to the Reorganization Trust, may differ materially from the current estimate. Subject to effectuation of the settlement and the final determination of the EME Tax Attributes under the Settlement Agreement, Edison International anticipates that consolidated tax benefits it will retain will exceed the sum of liabilities it will assume and payments to the Reorganization Trust by approximately $200 million, and that the transactions contemplated by the Settlement Agreement, if effectuated, will result in its recording approximately $130 million in non-core income in the first quarter of 2014, which is net of amounts recorded prior to the first quarter. Edison International has recorded deferred income tax benefits of EME, less a valuation allowance for amounts that would no longer be available upon tax deconsolidation of EME of approximately $220 million and a $150 million provision for loss related to claims filed against EME in the bankruptcy. The net impact of these items has been approximately $70 million through December 31, 2013 and recorded, as part of discontinued operations.operations, income of $168 million during the year ended December 31, 2014 related to changes in estimates of the net impact of retaining income tax attributes less the above payment obligations and assumed liabilities. See "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations." As part of the settlement, Edison International retained ownership interest of EME and tax attributes of approximately $1.2 billion. Edison International expects to realize the tax attributes over time, depending upon the tax position of Edison International.

339




RESULTS OF OPERATIONS
SCE
SCE's results of operations are derived mainly through two sources:
Utility earning activities – representing revenue authorized by the CPUC and FERC which is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investment in generation, transmission and distribution assets. The annual revenue requirements are comprised of authorized operation and maintenance costs, depreciation, taxes and a return consistent with the capital structure. Also, included in utility earnings activities are revenues or penalties related to incentive mechanisms, other operating revenue, and regulatory charges or disallowances, if any.disallowances.
Utility cost-recovery activities – representing CPUC- and FERC-authorized balancing accounts which allow for recovery of specific project or program costs, subject to reasonableness review or compliance with upfront standards. Utility cost-recovery activities include rates which provide recovery, subject to reasonableness review of, among other things, fuel costs, purchased power costs, public purpose related-program costs (including energy efficiency and demand-side management programs), and certain operation and maintenance expenses and nuclear decommissioning expenses.
The following table is a summary of SCE's results of operations for the periods indicated. The presentation below separately identifies utility earnings activities and utility cost-recovery activities:
201320122011201420132012
(in millions)
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Utility
Earning
Activities
Utility
Cost-
Recovery
Activities
Total
Consolidated
Operating revenue$6,602
$5,960
$12,562
$6,682
$5,169
$11,851
$6,257
$4,320
$10,577
$6,831
$6,549
$13,380
$6,602
$5,960
$12,562
$6,682
$5,169
$11,851
Fuel and purchased power
4,891
4,891

4,139
4,139

3,356
3,356
Purchased power and fuel
5,593
5,593

4,891
4,891

4,139
4,139
Operation and maintenance2,348
1,068
3,416
2,518
1,026
3,544
2,423
964
3,387
2,106
951
3,057
2,348
1,068
3,416
2,518
1,026
3,544
Depreciation, decommissioning and amortization1,622

1,622
1,562

1,562
1,426

1,426
1,720

1,720
1,622

1,622
1,562

1,562
Property and other taxes307

307
296
(1)295
285

285
318

318
307

307
296
(1)295
Asset impairment and disallowances575

575
32

32



Impairment and other charges163

163
575

575
32

32
Total operating expenses4,852
5,959
10,811
4,408
5,164
9,572
4,134
4,320
8,454
4,307
6,544
10,851
4,852
5,959
10,811
4,408
5,164
9,572
Operating income1,750
1
1,751
2,274
5
2,279
2,123

2,123
2,524
5
2,529
1,750
1
1,751
2,274
5
2,279
Interest income and other48

48
94

94
85

85
Interest expense(519)(1)(520)(494)(5)(499)(463)
(463)(528)(5)(533)(519)(1)(520)(494)(5)(499)
Other income and expenses43

43
48

48
94

94
Income before income taxes1,279

1,279
1,874

1,874
1,745

1,745
2,039

2,039
1,279

1,279
1,874

1,874
Income tax expense279

279
214

214
601

601
474

474
279

279
214

214
Net income1,000

1,000
1,660

1,660
1,144

1,144
1,565

1,565
1,000

1,000
1,660

1,660
Dividends on preferred and preference stock100

100
91

91
59

59
Preferred and preference stock dividend requirements112

112
100

100
91

91
Net income available for common stock$900
$
$900
$1,569
$
$1,569
$1,085
$
$1,085
$1,453
$
$1,453
$900
$
$900
$1,569
$
$1,569
Core earnings1
 $1,265
  $1,338
 $1,085
 $1,525
  $1,265
 $1,338
Non-core earnings 

  

 

 

  

 

Asset impairment (365)  
  
Impairment and other charges (72)  (365)  
2012 General Rate Case – repair deductions (2009 – 2011) 
  231
  
 
  
  231
Total SCE GAAP earnings

 $900
  $1,569
 $1,085


 $1,453
  $900
 $1,569
1 
See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

3410




Utility Earning Activities
2014 vs 2013
Utility earning activities were primarily affected by the following:
Higher operating revenue of $229 million due to:
An increase in CPUC-related revenue of $370 million primarily related to the increase in authorized revenue to support rate base growth, including $30 million of additional revenue from revisions to its 2012 – 2014 GRC revenue requirement related to deferred income taxes.
An increase in FERC-related revenue of $130 million primarily related to rate base growth and higher operating costs, including $19 million of additional revenue from a change in estimate under the FERC formula rate mechanism.
Energy efficiency incentive awards were $22 million in 2014 compared to $14 million in 2013.
Generator settlements of $15 million. See "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities—Regulatory Balancing Accounts."
A decrease in San Onofre-related estimated revenue of $188 million, as discussed below.
A decrease in Four Corners-related revenue of $105 million due to the sale of SCE's ownership interest in the Four Corners Generating Station in December 2013 (primarily offset in operation and maintenance and depreciation expense as indicated below).
Lower operation and maintenance expense of $242 million primarily due to:
A decrease in San Onofre-related expense of $179 million as discussed below and a decrease in Four Corners-related expense of $60 million due to the sale in December 2013.
A decrease in severance costs of $34 million (excluding San Onofre). In 2014 and 2013, SCE commenced multiple efforts to reduce its workforce in order to reflect SCE's strategic direction to optimize its cost structure, moderate customer rate increases and align its cost structure with its peers. Severance costs related to workforce reductions (excluding severance related to the permanent retirement of San Onofre Unit 2 and 3 recovered in the San Onofre OII Settlement Agreement) were $4 million in 2014 and $38 million in 2013 (See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans—Workforce Reductions"). SCE is continuing its efforts to improve operational efficiency. These efforts may lead to additional severance or other charges which cannot be estimated at this time.
A decrease of $30 million primarily related to lower customer service and outside service costs, as well as $20 million of planned outage costs at Mountainview in 2013.
An increase of $85 million of higher operating costs primarily related to transmission and distribution, information technology, legal, safety and insurance costs.
Higher depreciation, decommissioning and amortization expense of $98 million due to a $155 million increase in depreciation mainly related to transmission and distribution investments, partially offset by a decrease in San Onofre-related expense of $14 million discussed below and lower Four Corners-related expense of $45 million due to the sale in December 2013.
Impairment charge of $163 million ($72 million after-tax) in 2014 related to the San Onofre OII Settlement Agreement, as discussed below.
Higher interest expense of $9 million primarily due to lower capitalized interest (AFUDC debt) and higher long-term debt balances to support rate base growth.
Lower other income and expenses of $5 million primarily due to lower AFUDC equity income related to lower AFUDC rates and lower construction work in progress balances in 2014, lower interest income and higher other expenses, offset by $7 million in sales tax refund related to San Onofre discussed below and lower penalties. In 2014 and 2013, SCE incurred penalties of $15 million and $20 million, respectively, resulting from the San Bernardino and San Gabriel settlements in 2014 and Malibu Fire Order Instituting Investigation settlement in 2013. See "Notes to Consolidated Financial Statements—Note 14. Interest and Other Income and Other Expenses."

11




Higher income taxes of $195 million primarily due to higher pre-tax income. See "—Income Taxes" below for more information.
Higher preferred and preference stock dividends of $12 million related to a new issuance in 2014.
On June 6, 2013, SCE decided to permanently retire San Onofre Units 2 and 3. During 2014, SCE entered into the San Onofre OII Settlement Agreement to resolve CPUC regulatory issues associated with San Onofre. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" above for more information. The following table summarizes the results of operations attributable to the San Onofre plant for the years ended December 31, 2014 and 2013, respectively, and is included in Utility Earnings above:
 Years ended December 31, 
(in millions)2014 2013 
Revenue$166
1 
$354
 
Operating expenses    
Operation and maintenance93
 272
5 

Depreciation and amortization44
2 
58
 
Property and other taxes16
3 
23
 
Impairment and other charges163
4 
575
 
AFUDC
 (6) 
Total operating expenses316
 922
 
Loss before taxes$(150) $(568) 
1
Includes a 2014 revenue adjustment of $11 million related to a CPUC decision to refund Unit 1 decommissioning costs to the Nuclear Decommissioning Trusts.
2
Represents amortization of the San Onofre regulatory asset beginning October 1, 2014.
3
Includes property and sales tax refunds of $5 million and $7 million related to replacement steam generators for the year ended December 31, 2014. The sales tax refund is included in "Interest and other income" on the consolidated income statements.
4
During the fourth quarter of 2014, SCE revised its estimated impact of the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with advice filing for reimbursement of recorded costs.
5
Includes severance costs of $63 million for the year ended December 31, 2013.
2013 vs 2012
Utility earning activities were primarily affected by the following:
Lower operating revenue of $80 million was primarily due to the following:
A decrease in San Onofre-related estimated revenue of $303 million as discussed below.primarily due to lower operating costs, no longer recognizing the return on San Onofre rate base and ceasing depreciation, beginning in June 2013.
An increase in CPUC-related revenue of $60 million primarily related to the increase in authorized revenue to support rate base growth and operating expenses which was partially offset by the lower CPUC-adopted 2013 return on common equity and Edison SmartConnect® revenue, resulting from the full deployment of the program in 2012.
An increase in FERC-related revenue of $170 million primarily related to rate base growth and higher operating costs.
Energy efficiency earnings were $14 million in 2013 compared to $15 million in 2012.

12




Lower operation and maintenance expense of $170 million was primarily due to the following:
$170 millionA decrease in San Onofre-related expense as discussed below.of $170 million primarily due to lower operating costs of $109 million resulting from the early retirement of Units 2 and 3 in June 2013 and $35 million in 2012 related to the scheduled outage at Unit 2. In addition, SCE had lower incremental inspection and repair costs of $53 million (net of SCE's share of payments received from MHI in 2012), which were not offset in revenue above. These factors were partially offset by additional severance costs of $27 million ($63 million and $36 million in 2013 and 2012, respectively).
$95A decrease of $95 million decrease in expense in 2013 due to the full deployment of the Edison SmartConnect® program in 2012.
$40 millionA decrease in severance costs of $40 million due to the reductions in workforce (excluding San Onofre) that commenced in 2012.
$85An increase of $85 million of higher operating costs primarily related to information technology, safety, legal and insurance costs.
$45 million of planned outage costs at Mountainview, repair costs at Four Corners, and higher operating costs on CPUC- and FERC-related projects.
Higher depreciation, decommissioning and amortization expense of $60 million was primarily related to increased transmission and distribution investments, including capitalized software costs, offset by the impact of $67 million from ceasing depreciation on the San Onofre assets, beginning in June 2013.
$575 million impairment charge ($365 million after tax)after-tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3.
Lower interest income and other of $46 million primarily due to lower AFUDC equity related to lower rates and construction work in progress balances in 2013, including SCE no longer accruing AFUDC on construction work in progress balances for San Onofre, pending the outcome of the San Onofre OII.2013. In addition, SCE had higher other expenses due to a $20 million penalty that resulted from the Malibu Fire Order Instituting Investigation settlement that was imposed by the CPUC in 2013. See "Item 8. Notes"Notes to Consolidated Financial Statements—Note 15.14. Interest and Other Income and Other Expenses."
Higher interest expense of $25 million primarily due to higher balances on long-term debt to support rate base growth and lower AFUDC debt due to lower rates and construction work in progress balances in 2013.
Higher income taxes of $65 million primarily due to lower income tax benefits, including lower repair deductions (as determined for income tax purposes). See "—Income Taxes" below for more information.
On June 6, 2013, SCE decided to permanently retire San Onofre Units 2 and 3 and recorded an asset impairment charge of $575 million. See "Management Overview—Permanent Retirement of San Onofre" above for more information. Excluding the asset impairment, the results of San Onofre were slightly lower in 2013 as compared to 2012. Lower revenue and operating costs at San Onofre affects SCE period-to-period results as summarized below:
Decrease in revenue of $303 million in 2013 related to lower operating costs (as discussed below), no longer recognizing the return on San Onofre rate base and ceasing depreciation, beginning in June 2013, pending regulatory treatment in the San Onofre OII and the scheduled refueling outage in 2012.

35




Decrease in operation and maintenance expense of $170 million primarily due to lower operating costs of $109 million resulting from the early retirement of Units 2 and 3 in June 2013 and $35 million in 2012 related to the scheduled outage at Unit 2. In addition, SCE had lower incremental inspection and repair costs of $53 million (net of SCE's share of payments received from MHI in 2012), which were not offset in revenue above, pending regulatory treatment in the San Onofre OII. These factors were partially offset by additional severance costs of $27 million ($63 million and $36 million in 2013 and 2012, respectively).
Decrease in depreciation of $67 million from ceasing depreciation on San Onofre beginning in June 2013.
2012 vs 2011
Utility earning activities were primarily affected by the following:
Higher operating revenue was primarily due to the following:
$375 million increase in revenue related to the implementation of the 2012 GRC decision. The decision authorized a revenue requirement increase of approximately $470 million over the 2011 authorized revenue, excluding nuclear refueling outages ($95 million of which is reflected in utility cost-recovery activities primarily related to employee benefits); and
$60 million increase in revenue related to authorized CPUC projects not included in SCE's GRC authorized revenue, including the Edison SmartConnect® project and the Solar Photovoltaic project.
Higher operation and maintenance expense due to the following:
$112 million in accrued severance costs from current and approved reductions in staffing;
$66 million in incremental inspection and repair costs related to the outages at San Onofre, net of SCE's share of payments received from MHI; and
$85 million of lower costs related to information technology, transmission and distribution expenses, San Onofre and benefits realized from Edison SmartConnect®.
Higher depreciation, decommissioning and amortization expense of $136 million was primarily related to increased generation, transmission and distribution investments, including capitalized software costs.
$32 million charge due to the 2012 GRC decision disallowing capitalized costs incurred as part of SCE's implementation of SAP's Enterprise Resource Planning system.
Higher interest expense of $31 million was primarily due to higher outstanding balances on long-term debt due to new issuances.
Lower income taxes primarily due to an earnings benefit resulting from the regulatory treatment adopted in the 2012 GRC for tax repair deductions for income tax purposes. See "—Income Taxes" below for more information.
Higher preferred and preference stock dividends of $32 million related to new issuances in 2012.
Utility Cost-Recovery Activities
2014 vs 2013
Utility cost-recovery activities were primarily affected by the following:
Higher purchased power and fuel expense of $702 million was primarily driven by an increased load related to warmer weather and higher power and gas prices experienced in 2014 relative to 2013, vs.partially offset by lower fuel expense in 2014 due to the sale of Four Corners in December 2013 and generator settlements refunded to customers (see "Notes to Consolidated Financial Statements—Note 10. Regulatory Assets and Liabilities" for more information). In addition, in 2014, the CAISO issued invoices implementing a FERC order which revised FERC tariffs for costs associated with scheduling coordinator activities. The impact of implementing the order and revised invoices resulted in a transmission refund of $106 million reflected in operation and maintenance expense and a generation surcharge of $83 million reflected in purchased power expense. These transactions did not impact earnings as the net refund was provided to customers through a FERC balancing account mechanism. Fuel costs were $256 million in 2014 and $324 million in 2013.
Lower operation and maintenance expense of $117 million primarily due to the CAISO refund of $106 million mentioned above, a decrease in pension and postretirement benefit expenses and lower costs for the GHG cap-and-trade program related to utility owned generation, partially offset by higher spending on various public purpose programs and higher transmission access charges. See "Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for more information.

13




2013 vs 2012
Utility cost-recovery activities were primarily affected by the following:
Higher fuelpurchased power and purchased powerfuel expense of $752 million was primarily driven by higher power and gas prices in 2013, partially offset by lower realized losses on economic hedging activities ($56 million in 2013 compared to $227 million in 2012) and by a $43 million credit received from the ISO for SCE’s share of a settlement between the FERC and an ISO participant. Fuel costs were $324 million in 2013 and $308 million in 2012.
Higher operation and maintenance expense of $42 million primarily due to costs for the GHG cap-and-trade program related to utility owned generation, higher costs related to transmission and distribution expenses, higher pension expenses, partially offset by lower spending on various public purpose programs.

36




2012 vs. 2011
Utility cost-recovery activities were primarily affected by the following:
Higher fuel and purchased power expense of $783 million was primarily driven by the cost to replace CDWR contracts that expired in 2011, which were not previously recorded as an SCE cost but which were included as a separate component on customer bills (see "—Supplemental Operating Revenue Information" below) and $300 million of market costs net of lower nuclear fuel costs related to the San Onofre outages in 2012 (see "Management Overview—Permanent Retirement of San Onofre" for further information).
Higher operation and maintenance expense of $62 million was primarily due to an increase in pension and postretirement benefit contributions.
Supplemental Operating Revenue Information
SCE's retail billed and unbilled revenue (excluding wholesale sales and balancing account over/undercollections) was $12.2 billion for 2014, $11.6 billion for 2013 and $11.2 billion for 20122012.
The 2014 revenue reflects:
An increase of $428 million primarily due to the implementation of the 2014 ERRA rate increase in June 2014 and $10.0 billion for 2011.the increase in GRC authorized revenue, partially offset by the greenhouse gas auction revenue refunded to customers in April and October 2014, and
A sales volume increase of $226 million due to higher load requirements related to warmer weather experienced in 2014 compared to 2013.
The 2013 revenue reflects:
A rateAn increase of $435 million and a sales volume decrease of $29 million. The rate increase of $435 million is primarily due to the implementation of the 2012 GRC decision.
The 2012 revenue reflects:
A sales volume increase of $1.4 billion, primarily due to SCE providing power that was previously provided by CDWRCalifornia Department of Water Resources (CDWR) contracts which expired in 2011, partially offset byby:
A rate decrease of $344 million, resulting from rate adjustments in June 2011 and August 2012, primarily reflecting lower natural gas prices and refunds to customers of over-collected fuel and power procurement-related costs.
The 2011 revenue reflects:
A rate decrease of $408 million resulting from a rate adjustment beginning on June 1, 2011, primarily reflecting the refund of over collectedovercollected fuel and power procurement-related costs offset by
A sales volume increase of $393 million primarily due to SCE providing power that was previously provided by CDWR contracts which expired in 2011, see below.recorded through the ERRA balancing account.
As a result of the CPUC-authorized decoupling mechanism, SCE earnings are not affected by changes in retail electricity sales (see "Item 1. Business—"Business—SCE—Overview of Ratemaking Process").
SCE remits to the California Department of Water Resources ("CDWR"), and does not recognize as revenue the amounts that SCE billed and collected from its customers for electric power purchased and sold by the CDWR to SCE's customers in 2011 as well as bond-related charges and direct access exit fees, both of which continue until 2022. These contracts were not considered a cost to SCE because SCE was acting as a limited agent to CDWR for these transactions. The amounts collected and remitted to CDWR were $1.1 billion in 2011, primarily related to the power contracts.
Income Taxes
SCE’s income tax provision increased by $195 million in 2014 compared to 2013. The effective tax rates were 23.2% and 21.8% for 2014 and 2013, respectively. The effective tax rate increase in 2014 was primarily due to higher state income taxes.
SCE’s income tax provision increased by $65 million or 30%, in 2013 compared to 2012. The effective tax rates were 21.8% and 11.4% for 2013 and 2012, respectively. The effective tax rate increase in 2013 was primarily due to lower tax benefits associated with repair deductions. Edison International made a voluntary election in 2009 to change its tax accounting method for certain tax repair costs incurred on SCE’s transmission, distribution and generation assets. Regulatory treatment for the 2009 – 2011 incremental repairs deductions taken after the 2009 tax accounting method change resulted in SCE recognizing a $231 earnings benefit in 2012. See "—2012 GRC Earnings Benefits from Repair Deductions" below for more information.as discussed below.
The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences, which reverse over time. The accounting treatment for these temporary differences results in recording regulatory assets and liabilities for amounts that would otherwise be recorded to deferred income tax expense.

37




SCE’s income tax provision decreased by $387 million, or 64%, in 2012 compared to 2011. The effective tax rates were 11.4% and 34.4% for 2012 and 2011, respectively. The 2012 effective tax rate included the $231 million earnings benefits related to the 2009 – 2011 repair costs mentioned above as well as earnings benefits for the 2012 repair costs.
See "Item 8. Notes"Notes to Consolidated Financial Statements—Note 7. Income Taxes" for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.rates and "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" above for more information.

14


2012 GRC


Earnings Benefit from Repair Deductions
Edison International made a voluntary election in 2009 to change its tax-accounting method for certain repair costs incurred on SCE's transmission, distribution and generation assets. Regulatory treatment for the incremental deductions taken after the 2009 election to change SCE's tax accounting method for certain repair costs was included as part of SCE's 2012 GRC. The 2012 GRC decision retained flow-through treatment of repair deductions for regulatory purposes, which resulted in SCE recognizing an earnings benefit of $231 million from these incremental deductions taken in 2009, 2010 and 2011. Incremental repair deductions represent amounts recognized for regulatory accounting purposes in excess of amounts included in the authorized revenue requirements through the general rate case proceedings. The earnings benefit results from recognition of a regulatory asset for recovery of deferred income taxes in future periods due toperiods. Incremental repair deductions for the flow-through treatment of repair deduction foryears 2012 – 2014 resulted in additional income tax purposes.benefits of $133 million in 2014, $89 million in 2013 and $115 million in 2012.
For a discussion of the status of Edison International's income tax audits, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 7. Income Taxes."
Edison International Parent and Other
Results of operations for Edison International Parent and Other includes amounts from other nonutility subsidiaries that are not significant as a reportable segment, as well as intercompany eliminations.
IncomeLoss from Continuing Operations
The following table summarizes the results of Edison International Parent and Other:
 Years ended December 31,
(in millions)2014 2013 2012
Edison Energy and subsidiaries$(5) $(3) $
Edison Mission Group and subsidiaries36
 24
 19
Corporate expenses and Other(57) (42) (85)
Total Edison International Parent and Other$(26) $(21) $(66)
The loss from continuing operations of Edison International Parent and Other increased $5 million in 2014 due to:
An increase in the loss of Edison International Parent and Other primarily due to higher corporate expenses.
An increase in income from EMG and subsidiaries of $12 million primarily due to higher income from affordable housing projects, including asset sales and income tax benefits. EMG’s subsidiary, Edison Capital, continues to wind down its remaining affordable housing investments. Earnings from Edison Capital were $34 million in 2014 and $24 million in 2013.
A slight increase in losses of Edison Energy. Edison Energy and subsidiaries' 2014 operating activities primarily relate to construction of 26 megawatts of solar rooftop projects, including projects that will sell their output to third parties under long-term power sales agreements.
The loss from continuing operations in 2013of Edison International Parent and Other decreased $45 million fromin 2013 due to:
Higher losses in 2012 primarily due to a $37 million charge in 2012 resulting from Edison International's update to its estimated long-term California apportionment rate applicable to deferred income taxes as a result of changes related to EME and a write-down of an investment in 2012. Included in Edison International Parent and Other areEME.
The results for EMG include earnings from Edison Capital of $24 million in 2013 and $22 million in 2012. DuringEdison Capital's 2013 results included income from the wind down of its asset portfolio while Edison Capital's 2012 results included higher income taxes. In addition, during 2012, Edison Capital sold its lease interest in Unit No. 2 of the Beaver Valley Nuclear Plant resulting in a $31 million benefit in 2012 and an additional income tax benefit of $7 million in 2013 from a revised estimate of state income taxes related to the sale. Edison Capital's 2013 results included income from the wind down of its asset portfolio while Edison Capital's 2012 results included higher income taxes.
The results for EMG in 2012 were lower than 2011 asalso include a result of income tax benefits in 2011 including a cumulative deferred tax adjustment related to employee benefits and a reduction in consolidated amounts for uncertain tax positions. In addition, the loss in 2012, compared to 2011, included higher operating expenses and interest costs, increases in deferred income taxes as a result of higher state apportionment rates and a write downwrite-down of an investment.

15




Income (Loss) from Discontinued Operations (Net of Tax)
Income (loss) from discontinued operations, net of tax, was $185 million, $36 million $(1.69 billion) and $(1.08 billion)$(1.69) billion for the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively. The 20132014 income reflects earnings of $168 million due to the completion of the Amended Plan of Reorganization, including transactions recorded in 2014 associated with the sale of substantially all of EME's assets to NRG Energy, Inc. and other transactions called for in the EME Settlement Agreement. The 2014 income also includes income tax benefits of $39 million from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other impacts related to EME. In addition, discontinued operations reflectsreflect an income tax loss of $22 million in 2014 compared to a benefit of $36 million in 2013 from revised estimateestimates of the tax impact of expected futurea tax deconsolidation and separation of EME from Edison International. International as originally contemplated prior to the EME Settlement.
The 2012 loss reflects an earnings charge of $1.3 billion due to the full impairment of the investment in EME during the fourth quarter of 2012 as a result of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, a provision for losses from the EME bankruptcy and estimated tax impacts related to the expected future tax deconsolidation and separation of EME from Edison International. The 2012 loss also reflects a $53 million earnings charge associated with the divestiture by Homer City of substantially all of its remaining assets and certain specified liabilities. The 2011 loss reflects an earnings charge of $1.05 billion recorded in the fourth quarter of 2011 resulting primarily from the impairment of the Homer City and other power plants and wind related charges. In addition to the charges recorded in 2012 and 2011 the increase in loss also reflects lower average realized energy and capacity prices and lower generation at the Midwest Generation plants and decreased earnings from natural gas-fired projects. For additional information, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 16.15. Discontinued Operations."

38




LIQUIDITY AND CAPITAL RESOURCES
SCE
SCE's ability to operate its business, fund capital expenditures, and implement its business strategy is dependent upon its cash flow and access to the capital markets. SCE's overall cash flows fluctuate based on, among other things, its ability to recover its costs in a timely manner from its customers through regulated rates, changes in commodity prices and volumes, collateral requirements, interest andobligations, dividend payments to Edison International, and the outcome of tax and regulatory matters.
SCE expects to fund its 20142015 obligations, capital expenditures and dividends through operating cash flows, tax benefits and capital market financings of debt and preferred equity, as needed. SCE also has availability under its credit facilities to fund requirements.
The Tax Increase Prevention Act of 2014 extended 50% bonus depreciation for qualifying property retroactive to January 1, 2014 and through 2015 for certain long production period property. This extension is expected to benefit cash flow in 2015 as SCE utilizes net operating losses to reduce tax liabilities. The impact on cash flow represents an acceleration of tax benefits that would have otherwise been deductible over the life of the qualifying assets.
Available Liquidity
At December 31, 20132014, SCE had $2.46$2.27 billion available under its $2.75 billion credit facility, for further details see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." As discussed in "Management Overview—ERRA Balancing Account," SCE may finance unrecovered power procurement-related costs as well as other balancing account undercollections and working capital requirements to support operations and capital expenditures with commercial paper or other borrowings, subject to availability in the capital markets.
In January 2015, SCE issued $550 million of 1.845% amortizing first and refunding mortgage bonds due in 2022, $325 million of 2.40% first and refunding mortgage bonds due in 2022, $425 million of 3.6% first and refunding mortgage bonds due in 2045. The amortizing first and refunding mortgage bonds have been designated as a financing of the San Onofre regulatory asset. The proceeds were used to repay outstanding debt and for general corporate purposes.
Debt Covenant
The debt covenant in SCE's credit facility limits its debt to total capitalization ratio to less than or equal to 0.65 to 1. At December 31, 2013,2014, SCE's debt to total capitalization ratio was 0.460.44 to 1.

16




Capital Investment Plan
SCE's forecastedSCE forecasts capital expenditures for 20142015 – 2017 include a capital forecast in the range of $15.1$11.8 billion to $17.2$13.4 billion. The high end of the range isreflects the requested level of spending in the GRC and other CPUC proceedings. The low end of the range reflects a 12% reduction from requested levels using management judgment based on an average variability of 12%.historical experience. The completion of projects, the timing of expenditures, and the associated cost recovery may be affected by permitting requirements and delays, construction schedules, availability of labor, equipment and materials, financing, legal and regulatory approvals and developments, community requests or protests, weather and other unforeseen conditions.
SCE's 20132014 actual capital expenditures (including accruals) and the 20142015 – 2017 forecast for major capital expenditures forecast are set forth in the table below:
(in millions) 
2013
Actual
20142015201620172014 – 2017 Total 
2014
Actual
2015201620172015 – 2017 Total
Transmission $1,099
$1,024
$1,074
$946
$962
$4,006
 $888
$785
$1,323
$1,238
$3,346
Distribution 2,145
2,886
3,144
3,156
3,012
12,198
 2,871
3,095
3,217
3,085
9,397
Generation 286
235
250
253
227
965
 208
215
226
202
643
Total estimated capital expenditures1
 $3,530
$4,145
$4,468
$4,355
$4,201
$17,169
 $3,967
$4,095
$4,766
$4,525
$13,386
Total estimated capital expenditures for 2014 – 2017 (using variability discussed above)  $3,647
$3,933
$3,850
$3,697
$15,127
Total estimated capital expenditures for 2015 – 2017 (using the range discussed above)  $3,604
$4,194
$3,981
$11,779
1 
Included in SCE's capital expenditures plan are projected environmental capital expenditures of approximately 15% for each year presented. The projected environmental capital expenditures are to comply with laws, regulations, and other nondiscretionary requirements.
The 2014 planned capitalCapital expenditures for projects under CPUC jurisdiction are recovered through the authorized revenue requirement in SCE's 2012 GRCgeneral rate cases or through other CPUC-authorized mechanisms. Recovery of planned capital expenditures for projects under CPUC jurisdiction beyond 2014 isfor 2015 through 2017 are subject to the outcome of the 2015 GRC or other CPUC approvals. Recovery for 20142015 – 2017 planned expenditures for projects under FERC jurisdiction will be pursued through FERC-authorized mechanisms.

39




Transmission Projects
A summary of SCE's large transmission and substation projects during the next twothree years areis presented below:
Project Name Project Lifecycle PhaseScheduled in Service Date
Direct Expenditures1(in millions)
2014 – 2017 Forecast (in millions)Project Lifecycle PhaseScheduled in Service Date
Direct Expenditures1(in millions)
2015 – 2017 Forecast (in millions)
Tehachapi 1-11 In constructionLate 2016 to Mid 2017$3,174
$966
Tehachapi 4-11In construction2016 – 2017$2,430
$500
West of Devers In licensing2019 – 20201,034
609
In licensing2019 – 20201,034
542
Coolwater-Lugo In licensing2018813
531
In licensing2018740
602
1 
Direct expenditures include direct labor, land and contract costs incurred for the respective projects and exclude overhead costs that are included in the capital expenditures forecasted for 20142015 – 2017.
Tehachapi Project
In responseThe Tehachapi Project consists of new and upgraded electric transmission lines and substations between eastern Kern County and San Bernardino County and was undertaken to opposition frombring renewable resources in Kern County to energy consumers in the cityLos Angeles basin and the California energy grid. The project consists of Chino Hills,eleven segments. Segments 1-3 were placed in service beginning in 2009 through 2013. Portions of segments 4-11 were placed in service in 2013 with the remaining portions expected to be in service in 2015 and 2017.
The maximum cost estimate used by the CPUC proceedings to reexamine construction options, including undergrounding linesdetermine public need for a portionsegments 4-11 was established in 2009 at $1.5 billion in 2009 dollars, which was lower than SCE’s requested cost estimate of $1.7 billion (cost estimates made in Tehachapi regulatory filings are in constant dollars in the year of the Tehachapi Project, were initiated. On July 11, 2013,filing and include direct expenditures and corporate overhead costs). Subsequently, the estimated costs of the project increased due to a number of factors, including engineering scope/design changes, licensing delays, added environmental mitigation and compliance costs, and added construction costs. In addition, the CPUC ordered SCE to underground a 3.5 mile3.5-mile portion of the line that traverses Chino Hills,Hills; setting a

17




maximum cost estimate in 2013 of $224 million ($231 million in nominal dollars) for the underground portion. The cost estimate that SCE had proposed in 2013 for the underground portion of the Tehachapi Project was $360 million, which is reflected in the table above. In September 2013, SCE filed a petition with the CPUC to modify the CPUC's orders pertaining to the scope of the underground project and defer the associated cost adjustments. In January 2014, the CPUC issued a decision permitting SCE to modify the scope of the project to include the necessary voltage control equipment omitted from the earlier decision and increasing the cost estimate by an additional $23 million which is reflected in the table above. In addition to the cost increase related to the undergrounding, in October$372 million. Separately, during 2013, the CPUC ordered SCE to implement FAA relatedFAA-related scope changes, such as aviation marking and lighting. The FAA related costs and additionalIncluding the underground portion of the line, the CPUC has acknowledged a total maximum cost estimate updates are also reflectedto determine public need in the table above. The CPUC2013 of as much as $2.2 billion to $2.3 billion. Because SCE has not completed final engineering on all aspects of segments 4-11, SCE has not yet issuedfiled a decision on whatpetition for modification with the appropriate vehicle would be to make future adjustments toCPUC for the current 2014 cost estimate forof $2.7 billion. Opposition in other communities affected by the project. The partial undergrounding of the transmission linesproject could potentially delay the completion of the Tehachapi Projectcause further delays and create additional costs and curtailment charges.costs. Cost recovery for the project is subject to FERC review and approval.
West of Devers Project
West of Devers Project will upgrade SCE's existing West of Devers transmission line system by replacing a portion of the existing 220 kV transmission lines and associated structures with higher-capacity transmission lines and structures. The West of Devers project is intended to facilitate the delivery of electricity produced by new electric generation resources that are being developed or being planned in eastern Riverside County.
Coolwater-Lugo Transmission Project
The Coolwater-Lugo Project will provide additional 220 kV transmission capacity needed in the Kramer Junction and Lucerne Valley areas of San Bernardino County to alleviate an existing bottleneck in order to facilitate interconnection of current and future renewable generation projects. The Coolwater-Lugo scope primarily consists of installing new transmission lines and new substation facilities. The operator of the Coolwater Generating Station has informed the CPUC of its intent to permanently retire the station. Under the CAISO's tariff, the operator will retain deliverability priority to the existing line for a period of at least three years, absent the commitment by the operator not to repower or restart the station. SCE believes it would be premature to delay licensing. However should the operator commit to not repower or restart the station, the capacity on the lines would become available to other generators. In addition, the upcoming CAISO deliverability reassessment study could affect the need for this project. SCE has obtained FERC approval for abandoned plant cost recovery in the event the project is not completed.
Competitive Transmission Projects
SCE no longer has a federally-based right to construct certain of the new transmission facilities in its service territory and must competitively bid on such projects. In January 2015, the CAISO reported that SCE was one of six bidders that it will consider to build and own the Delaney Colorado River transmission project. The CAISO estimated that the project will cost approximately $300 million, which is not included in the table above. SCE expects a CAISO decision on the project award in the second half of 2015. For more information on transmission infrastructure competition, see "Business—SCE—Competition."
Distribution Projects
Distribution expenditures include projects and programs to meet customer load growth requirements, reliability, and infrastructure replacement needs (including replacement of poles to meet current compliance and safety standards), customer load growth requirements, information and other technology and related facility requirements (sometimes referred to as "general plant").
Generation Projects
Generation expenditures include hydro-relatedmaintenance-related capital expenditures associated with infrastructurePalo Verde and equipment replacementSCE's hydroelectric and gas-fired generation infrastructure and renewal of FERC operating licenses. Infrastructure expenditures include dam improvements, flowline and substation refurbishments, and powerline replacements. Equipment replacement expenditures include transformers, automation, switchgear, hydro turbine repowers, generator rewinds, and small generator replacements.
Regulatory Proceedings
Energy Efficiency Incentive Mechanism
In December 2014, the CPUC awarded SCE an incentive of $22 million for the 2012 and 2013 energy efficiency program years. The CPUC has not completed its assessment of energy efficiency fixed price contract cost accounting practices which could result in additional earnings of $6.2 million for the 2011 and 2012 program years. There is no assurance that the CPUC will make an award for any given year.

4018




Future In November 2014, TURN and the ORA filed separate petitions with the CPUC asking for the rescission of the CPUC's December 2010 energy efficiency decision that awarded the California investor-owned utilities incentive awards, including a final, trued up incentive payment of $24.1 million to SCE for savings achieved by its 2006 – 2008 energy efficiency programs. Prior CPUC decisions had awarded SCE $50.4 million for savings achieved by its 2006 – 2008 energy efficiency programs. The TURN and ORA petitions allege that ex parte communications between PG&E and the former president of the CPUC, which were disclosed in an October 2014 report filed by PG&E, taint the entire 2010 energy efficiency decision and that the decision should be vacated. SCE disputes the assertion that SCE should be at risk to repay previously awarded incentives. It is currently uncertain how these petitions will be considered by the CPUC.
FERC Formula Rates
In November 2014, SCE filed its 2015 annual update with the FERC with the rates effective from January 1, 2015 to December 31, 2015. The update provided support for an increase in SCE's transmission revenue requirement of $89 million or 10.8% over amounts currently authorized in rates. The primary reason for the increase is the inclusion of costs associated with several large transmission projects that were completed in 2013, including Devers-Colorado River, Eldorado-Ivanpah, and the Red Bluff substation.
ERRA Forecast Filing 2015
Rates related to fuel and purchased power are set annually based on a forecast of the costs SCE expects to incur in the following year. Actual fuel and power costs that are either greater or less than the forecast are tracked in the ERRA balancing account and collected from or refunded to customers in subsequent periods depending upon whether the balancing account is under collected or over collected. In December 2014, the CPUC issued a proposed decision on SCE's 2015 ERRA forecast application adopting an annual revenue requirement of $5.59 billion, an increase of approximately $437 million over the 2014 revenue requirement. SCE expects to implement this requirement in rates in the first half of 2015.
Energy Storage Requirements
In October of 2013, the CPUC issued a decision adopting policies and targets for energy storage procurement. Under the Energy Storage Procurement Framework and Design Program, SCE is required to procure a total of 580 MW (of the 13251,325 total MW for the three California investor-owned utilities) of energy storage by 2020 and to install and deliver the storage to the electric grid by the end of 2024. SCE may request deferment of up to 80% of its procurement targets if it can show unreasonableness of cost or lack of an operationally viable number of bids in the solicitations. SCE is required to holdlaunch competitive solicitations in 2014, 2016, 2018, and 2020. SCE is also required to file an application for procuring the specified energy storage resources before each procurement cycle and solicitation. SCE’sSCE's first Energy Storage Procurement Application will bewas filed on March 1, 2014 and its first energy storage solicitation will be heldwas launched on December 1, 2014. In October 2014, the CPUC issued a decision allowing the overall energy storage procurement target to be reduced by energy storage that is procured in other solicitations or developed by the utilities. The decision reduced SCE's original target for the 2014 energy storage solicitation from a 90 MW minimum to 16.3 MW, by crediting SCE for 50 MW of transmission-interconnected, 13.68 MW of distribution-interconnected, and 10 MW of customer-side energy storage capacity.
Regulatory Proceedings
Energy Efficiency Incentive Mechanism
In December 2013, the incentive awarded by the CPUC was $13.5 million for the 2011 energy efficiency program performance period and an opportunity to earn an additional $5 million in 2014 based on the results of a subsequent audit of 2011 energy efficiency programs that is expected to be performed in 2014.
For the 2012 performance period incentive, SCE will file its request for the incentives after the CPUC releases its financial and management audit reports, expected in the third quarter of 2014. SCE estimates it could be awarded an additional $16 million in 2014 for the 2012 period, pending the completion of the CPUC's financial and management audits for that program period. There is no assurance that the CPUC will make an award for any given year.
FERC Formula Rates
In November 2013, the FERC approved a settlement on SCE’s formula rate request that the FERC previously had accepted, subject to refund and settlement procedures. The settlement will determine SCE's FERC transmission revenue requirement, including its construction work in progress ("CWIP"), through December 31, 2017. The settlement provides for a base ROE of 9.30%, the previously authorized 50 basis point incentive for CAISO participation and individual, previously authorized project incentives. This results in a FERC weighted average ROE of approximately 10.45%. The settlement ROE will remain in effect until at least June 30, 2015, when the moratorium, provided for in the settlement, on modifications to the formula rate tariff ends. The transmission revenue requirement and rates that have been in effect and billed to customers since January 1, 2012, were based on a total FERC weighted average ROE of 11.1%. The settlement's provisions and adjustments resulted in retail customer refunds of approximately $178.5 million, which will be returned through lower rates to retail customers beginning in the second quarter of 2014. Under the settlement, the interim rates approved by the FERC (effective on October 1, 2013) were modified on January 1, 2014 through an annual update filing made by SCE in November 2013. The 2014 formula rate update increased the transmission revenue requirement by $32 million to $821 million, mainly due to additional transmission investment. The FERC settlement did not result in a material impact to earnings.
Dividend Restrictions
The CPUC regulates SCE's capital structure which limits the dividends it may pay Edison International. SCE may make distributions to Edison International as long as the common equity component of SCE's capital structure remains at or above the 48% on a 13-month weighted average basis. At December 31, 2013, SCE's 13-month weighted-average common equity component of total capitalization was 49.2% and the maximum additional dividend that SCE could pay to Edison International under this limitation was approximately $247 million, resulting in a restriction on net assets of approximately $11.9 billion.Dividends
During 2013,2014, SCE made $486$378 million in dividend payments to its parent, Edison International. Future dividend amounts and timing of distributions are dependent upon several factors including the level of capital expenditures, operating cash flows and earnings. See "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividend Restrictions" for discussion of dividend restrictions.
Margin and Collateral Deposits
Certain derivative instruments, power procurement contracts and other contractual arrangements contain collateral requirements. Future collateral requirements may differ from the requirements at December 31, 20132014, due to the addition of incremental power and energy procurement contracts with collateral requirements, if any, and the impact of changes in wholesale power and natural gas prices on SCE's contractual obligations.

41




Some of the power procurement contracts contain provisions that require SCE to maintain an investment grade credit rating from the major credit rating agencies. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the liability or post additional collateral.

19




The table below provides the amount of collateral posted by SCE to its counterparties as well as the potential collateral that would be required as of December 31, 2013.2014.
(in millions)    
Collateral posted as of December 31, 20131
 $147
Collateral posted as of December 31, 20141
 $208
Incremental collateral requirements for power procurement contracts resulting from a potential downgrade of SCE's credit rating to below investment grade 77
 112
Posted and potential collateral requirements2
 $224
 $320
1 
CollateralNet collateral provided to counterparties and other brokers consisted of $10$61 million of cash which was offset against net derivative liabilities on the consolidated balance sheets, $1936 million of cash reflected in "Other current assets" on the consolidated balance sheets and $118$111 million in letters of credit and surety bonds.
2 
There would be no significant increase to SCE's total posted and potential collateral requirements may increase by $41 million based on SCE's forward positions as of December 31, 20132014 due to adverse market price movements over the remaining lives of the existing power procurement contracts using a 95% confidence level.
Regulatory Balancing Accounts
SCE's cash flows are affected by regulatory balancing accounts over- or under-collections. Over- and under-collections represent differences between cash collected in current rates for specified forecasted costs and the costs actually incurred. With some exceptions, SCE seeks to adjust rates on an annual basis or at other designated times to recover or refund the balances recorded in its balancing account. Under- or over-collections in these balancing accounts impact cash flows and can change rapidly. Over- and under-collections accrue interest based on a three-month commercial paper rate published by the Federal Reserve.
As of December 31, 20132014, SCE had regulatory balancing account net over-collections of $554$331 million, primarily consisting of $1.7$1.36 billion of overcollections related to public purpose-related and energy efficiency program costs, greenhouse gasGHG auction revenue and base rate differences.generator settlements. Over-collections for public purpose-related programs are expected to decrease as costs are incurred to fund programs established by the CPUC. Greenhouse gas auction revenue and base rate differencesGenerator settlements over-collections are anticipatedexpected to be refunded in 2014 through a rate adjustment during the second quarter of 2014.in 2015. The overcollections were partially offset by under-collections of $1$1.03 billion related to fuel and power procurement-related costs (seecosts. See "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" for a discussion of the ERRA Balancing Account" for further discussion).undercollection. See "Item 8. Notes"Notes to Consolidated Financial Statements—Note 11.10. Regulatory Assets and Liabilities" for further information.
Edison International Parent and Other
Edison International Parent and Other's liquidity and its ability to pay operating expenses and dividends to common shareholders isare dependent on dividends from SCE and access to bank and capital markets. At December 31, 20132014, Edison International had $1.2 billion$631 million available under its $1.25 billion credit facility, forfacility. For further details, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." In December 2013, Edison International implemented amay finance working capital requirements to support operations and capital expenditures with commercial paper program for short-term borrowings.
or other borrowings, subject to availability in the capital markets. The debt covenant in Edison International's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.65 to 1. The ratio is1 as defined in the credit agreement and generally excluded the consolidated debt and total capital of EME during the periods it was consolidated for financial reporting purposes. At December 31, 2013,agreement. The Edison International's consolidated debt to total capitalization ratio was 0.450.48 to 1.1 at December 31, 2014.
EME Settlement Agreement
In August 2014, Edison International entered into an amendment of the EME Settlement Agreement that finalized the remaining matters related to the EME Settlement. Edison International is obligated to make payments of $204 million on September 30, 2015 and $214 million on September 30, 2016. Edison International intends to make these payments from realization of state tax benefits or issuance of commercial paper or other borrowings. Edison International has $1.1 billion of net operating loss and tax credit carryforwards at December 31, 2014 retained by EME which are available to offset future consolidated taxable income or tax liabilities. As a result of the extension of 50% bonus depreciation for qualifying property under the Tax Increase Prevention Act of 2014, realization of these tax benefits has been deferred (currently forecasted through 2018). The timing of realization of these tax benefits may be further delayed in the event of future extensions of bonus depreciation and the value of the net operating loss carryforwards could be permanently reduced in the event that tax reform decreased the current corporate tax rate.

4220




Edison Energy Subsidiary Financings
During the third quarter of 2014, indirect subsidiaries of Edison Energy entered into three non-recourse debt and tax equity financings designed to fund a portion of their capital requirements for approximately 35 megawatts of solar rooftop projects. The projects are expected to sell their output to third parties under long-term power purchase agreements with terms ranging from 15 to 20 years. Completion of the construction phase of these projects is expected by mid-2015, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Historical Cash Flows
SCE
(in millions)2013 2012 20112014 2013 2012
Net cash provided by operating activities$3,284
 $4,086
 $3,261
$3,660
 $3,048
 $4,086
Net cash provided by financing activities508
 256
 799
181
 508
 256
Net cash used by investing activities(3,783) (4,354) (4,260)(3,857) (3,547) (4,354)
Net increase (decrease) in cash and cash equivalents$9
 $(12) $(200)$(16) $9
 $(12)
Net Cash Provided by Operating Activities
NetThe following table summarizes major categories of net cash fromprovided by operating activities decreased $802as provided in more detail in SCE's consolidated statements of cash flows for 2014, 2013 and 2012.
 Years ended December 31, Change in cash flows
(in millions)201420132012 2014/20132013/2012
Net income$1,565
$1,000
$1,660
 
 
Non cash items1
2,381
2,631
1,911
   
    Subtotal$3,946
$3,631
$3,571
 $315
$60
Changes in cash flow resulting from working capital2
79
(182)346
 261
(528)
Derivative assets and liabilities, net(40)(30)(86) (10)56
Regulatory assets and liabilities, net(358)(322)34
 (36)(356)
Other noncurrent assets and liabilities, net33
(49)221
 82
(270)
Net cash provided by operating activities$3,660
$3,048
$4,086
 $612
$(1,038)
1
Non cash items include depreciation, decommissioning and amortization, allowance for equity during construction, impairment and other charges, deferred income taxes and investment tax credits and other.
2
Changes in working capital items include receivables, inventory, accounts payable, prepaid and accrued taxes, and other current assets and liabilities.
Net income and non cash items increased in 2014 by $315 million from 2013 and increased in 2013 compared to 2012by $60 million from 2012. The increase in both periods was primarily due to rate base growth. The factors that impacted these items are discussed under "Results of Operations—SCE—Utility Earning Activities." In 2012, SCE recognized $231 million of additional tax benefits related to repair deductions resulting from the following:2012 GRC which are reflected in net income and an increase in regulatory assets.
Changes in cash flows related to working capital items increased in 2014 by $307261 million and decreased by $528 million from 2012. In 2014, SCE had net tax refunds of approximately $88 million, cash outflow duecompared to net tax payments of $28 million in 2013 compared toand net tax receiptsrefunds of $279 million in 2012. The refunds in 2014 and 2012 were due to net operating loss carrybacks to periods that SCE previously had taxable income. In 2014 and 2013, SCE had severance payments of $22 million and $151 million, respectively, related to the workforce reductions. During 2012, SCE had proceeds of $68 million from U.S. Treasury grants.
$205 million decrease fromNet cash provided by operating activities was also impacted by changes in regulatory assets and liabilities, including changes in over (under) collections of balancing accounts. SCE has a number of balancing accounts primarily composed of:under CPUC decisions, which impact cash flows based on differences between timing of collection of amounts through rates and accrual expenditures.

21
$885 million decrease resulting



While some balancing accounts are discrete, (for example, the Four Corners memorandum account related to the sale of SCE's interest or the generator settlements), other balancing accounts are ongoing with changes generally collected in the following year. During 2014 and 2013, cash flows were lower, whereas in 2012 cash flows were higher due to the impact of regulatory assets and liabilities. The impact on cash flow from higher the two principal balancing accounts are:
ERRA balancing account under-collectionsundercollections for fuel and power procurement-related costs for 2014 and 2013 were $1.03 billion and $1.0 billion, respectively, due to the amount and price of power and fuel being higher than forecasted (see "—Regulatory Proceedings—ERRA Forecast Filing – 2015" above). In 2012, SCE had ERRA overcollections of $135 million. In December 2014, SCE reclassified $540 million from regulatory liabilities to ERRA for collection of GRC revenue in 2013 comparedexcess of cost of service related to 2012. San Onofre consistent with its advice filing in November 2014.
The changebase rate revenue account ("BRRBA") tracks differences between amounts authorized by the CPUC in the ERRA balancingGRC proceedings and amounts billed to customers. SCE had BRRBA overcollections of $5 million and $247 million in 2014 and 2013, respectively, and undercollections of $505 million in 2012. During 2014, the BRRBA account decreased operatingby $242 million due primarily to refunds to customers of approximately $150 million, related to the sale of Four Corners in December 2013. During 2013, the BRRBA account impacted cash flows by $1.1 billion in 2013 compared to a decrease in operating cash flows by $257$752 million in 2012.
$210 million decrease primarily due to increased spending and lower funding of public purpose and energy efficiency programs.
$725 million increase primarily due to the implementation of the 2012 GRC decision which resulted in a rate increase in January 2013 to collect both the 2012 and 2013 rate changes.
$165increases. During 2012, the BRRBA account decreased cash flows by $267 million increase resulting from an increase in GHG allowance proceeds in 2013.
$151 million cash outflow related to workforce reduction severance costs in 2013.
timing of cash receipts and disbursements related to working capital items.
Net cash from operating activities increased $825 million in 2012 compared to 2011 primarily due to the following:delay in the 2012 GRC decision which was not received until November 2012.
$265Cash flows provided (used) by other noncurrent assets and liabilities were $33 million, increase from balancing accounts composed of:
$375$(49) million increase resulting from actual electricity sales exceeding forecasted electricity sales primarilyand $221 million in 2014, 2013 and 2012, respectively. Major factors affecting cash flow related to warmer weather during the summer months;
$150 million increase primarily duenon-current assets and liabilities were activities related to the funding of public purposeSCE's nuclear decommissioning trusts and energy efficiency programs;
$110 million increase resulting from greenhouse gas emission auction proceeds; and
$370 million decrease resulting from lower balancing account overcollections for fuel and power procurement-related costs in 2012 when compared to 2011. The 2012 decrease in overcollections was due to lower realized power and natural gas prices compared to the amounts forecasted in rates.
$193 million increase resulting from a tax refundsettlements relating to the 2011 net operating loss carryback;
$68 million cash inflow resulting from proceeds of U.S. Treasury Grants relating to solar photovoltaic projectsinjuries and other specific energy-related projects made available as a result of the American Recovery and Reinvestment Act of 2009;damages.
$60 million cash inflow resulting from a security deposit received related to transmission and distribution construction; and
timing of cash receipts and disbursements related to working capital items.

43




Net Cash Provided by Financing Activities
The following table summarizes cash provided by financing activities for 2014, 2013 2012 and 2011.2012. Issuances of debt and preference stock are discussed in "Item 8. Notes"Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Long-Term Debt" and "—Note 13.12. Preferred and Preference Stock.Stock of Utility."
(in millions)2013 2012 20112014 2013 2012
Issuances of first and refunding mortgage bonds, net$1,973
 $391
 $887
$498
 $1,973
 $391
Payments of senior notes(820) (6) (14)(600) (820) (6)
Net increases (decreases) in short-term borrowings, net(1) (250) 419
490
 (1) (250)
Issuances of preference stock, net387
 804
 123
269
 387
 804
Payments of common stock dividends to Edison International(486) (469) (461)(378) (486) (469)
Redemptions of preference stock(400) (75) 

 (400) (75)
Bonds remarketed, net195
 
 

 195
 
Bonds purchased(196) 
 (86)
 (196) 
Payments of preferred and preference stock dividends(101) (82) (59)(111) (101) (82)
Settlement of stock-based awards (facilitated by a third party)(137) (103) (49)(188) (137) (103)
Other94
 46
 39
201
 94
 46
Net cash provided by financing activities$508
 $256
 $799
$181
 $508
 $256
Net Cash Used by Investing Activities
Cash flows from investing activities are primarily due to capital expenditures and fundinginvesting activities of the nuclear decommissioning trusts. Amounts paid for capital expenditures were $3.9 billion for 2014, $3.6 billion for 2013 and $4.1 billion for both 2012, and 2011, primarily related to transmission, distribution and generation investments.facilities. Net purchases of nuclear decommissioning trusttrusts' investments and other were $334$44 million, $98 million and $215 million for 2014, 2013 and $167 million2012, respectively. See "Nuclear Decommissioning Trusts" below for 2013, 2012 and 2011, respectively.further discussion. In addition, inDecember 2013, SCE received $181 million forcompleted the sale of its ownership interest in Units 4 and 5 of the Four Corners Generating Station.Station which resulted in $181 million of proceeds received.

22




Nuclear Decommissioning Trusts
SCE's statement of cash flows includes activities of the Nuclear Decommissioning Trusts which are reflected in the following line items:
(in millions)

201420132012
Net cash provided by operating activities:
   Nuclear decommissioning trusts
$39
$76
$192
Net cash flow from investing activities:
   Proceeds from sale of investments
10,079
5,617
2,122
   Purchases of investments(10,123)(5,715)(2,337)
Net cash impact$(5)$(22)$(23)
Net cash provided by operating activities of the nuclear decommissioning trusts relate to interest and dividends less administrative expenses, taxes and decommissioning costs. Such activities represent the source (use) of the funds for investing activities. The net cash impact represents the contributions made by SCE, as collected through rates, to the nuclear decommissioning trusts. In future periods, SCE expects decommissioning costs of San Onofre to increase significantly. Such amounts will be reflected as a decrease in SCE net cash provided by operating activities and will be funded from sales of investments of the nuclear decommissioning trusts once approved by the CPUC. Decommissioning costs incurred prior to CPUC approval will be funded by SCE and are reflected as cash flow used by operating activities. See "Notes to Consolidated Financial Statements—Note 9. Other Investments" for further information.
Edison International Parent and Other
The table below sets forth condensed historical cash flow from continuing operations for Edison International Parent and Other adjusted forOther.
(in millions)2014 2013 2012
Net cash used by operating activities$(412) $(81) $(115)
Net cash provided by financing activities464
 73
 20
Net cash provided (used) by investing activities(50) (25) 108
Net increase (decrease) in cash and cash equivalents$2
 $(33) $13
Net Cash Used by Continuing Operating Activities
Net cash from continuing operating activities decreased $331 million in 2014 compared to 2013 due to:
$225 million initial cash payment to the non-cash impactReorganization Trust in April 2014 related to the treatmentEME Settlement Agreement, see "Management Overview—Resolution of discontinued operations.
(in millions)2013 2012 2011
Net cash provided (used) by operating activities$(81) $(115) $20
Net cash provided by financing activities73
 20
 30
Net cash provided (used) by investing activities(25) 108
 5
Net increase (decrease) in cash and cash equivalents$(33) $13
 $55
Uncertainty Related to EME in Bankruptcy" for further information;
Net Cash Provided (Used) by Continuing Operating Activitiespayments of $120 million to the IRS, which included a $189 million deposit related to open tax years 2003 through 2006; and
The timing of payments and receipts relating to interest and operating costs.
Net cash from continuing operating activities increased $34 million in 2013 compared to 2012 primarily due to the timing of payments and receipts relating to interest, operating costs and income taxes.
Net cash from continuing operating activities decreased $135 million in 2012 compared to 2011 primarily due to net tax payments of approximately $114 million in 2012 compared to net tax receipts of approximately $33 million in 2011.
Net Cash Provided by Continuing Financing Activities
Net cash provided by continuing financing activities were as follows:
(in millions) 2013 2012 2011 2014 2013 2012
Dividends paid to Edison International common shareholders $440
 $424
 $417
 $(463) $(440) $(424)
Dividends received from SCE 486
 469
 461
 378
 486
 469
Debt financing, net1
 589
 33
 (15)
1
Includes $5.1 million debt financing for Edison Energy, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Project Financings."

4423




Net Cash Provided (Used) by Continuing Investing Activities
Net cash used by continuing investing activities during 2014 relate to Edison Energy's capital expenditures of $49 million.
Net cash provided by continuing investing activities during 2013 relate to Edison International's investment of $25 million in equity interests of competitive energy-related businesses, including the acquisition of SoCore Energy LLC, a distributed solar developer focused on commercial rooftop installations.
Net cash provided by continuing investing activities during 2012 related to Edison International's sale of its lease interest in Unit No. 2 of the Beaver Valley Nuclear Power Plant to a third party for $108 million.
Contractual Obligations and Contingencies
Contractual Obligations
Edison International Parent and Other and SCE's contractual obligations as of December 31, 2013,2014, for the years 20142015 through 20182019 and thereafter are estimated below.
(in millions) Total 
Less than
1 year
 1 to 3 years 3 to 5 years 
More than
5 years
 Total 
Less than
1 year
 1 to 3 years 3 to 5 years 
More than
5 years
SCE:                    
Long-term debt maturities and interest1
 $19,271
 $1,070
 $1,580
 $1,247
 $15,374
 $18,714
 $757
 $1,764
 $1,225
 $14,968
Power purchase agreements:2
                    
Renewable energy contracts 22,580
 796
 1,817
 2,161
 17,806
 23,399
 1,009
 2,277
 2,373
 17,740
Qualifying facility contracts 1,429
 312
 548
 383
 186
 969
 254
 408
 238
 69
Other power purchase agreements 5,890
 1,033
 1,601
 1,264
 1,992
 4,875
 830
 1,453
 1,088
 1,504
Other operating lease obligations3
 453
 76
 117
 66
 194
 623
 102
 206
 114
 201
Purchase obligations:4
                    
Other contractual obligations 1,151
 123
 190
 226
 612
 1,010
 86
 221
 131
 572
Total SCE5, 6
 50,774
 3,410
 5,853
 5,347
 36,164
Total SCE5,6
 49,590
 3,038
 6,329
 5,169
 35,054
Edison International Parent and Other:                    
Long-term debt maturities and interest1
 460
 16
 31
 411
 2
 437
 12
 425
 
 
EME settlement payments7
 418
 204
 214
 
 
Total Edison International Parent and Other5
 460
 16
 31
 411
 2
 855
 216
 639
 
 
Total Edison International6,7
 $51,234
 $3,426
 $5,884
 $5,758
 $36,166
Total Edison International6,8
 $50,445
 $3,254
 $6,968
 $5,169
 $35,054
1 
For additional details, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Amount includes interest payments totaling $9.21$8.75 billion and $56$36 million over applicable period of the debt for SCE and Edison International Parent and Other, respectively.
2 
Certain power purchase agreements entered into with independent power producers are treated as operating or capital leases. At December 31, 2013, minimum operating lease payments for power purchase agreements were $1.3 billion in 2014, $1.3 billion in 2015, $1.3 billion in 2016, $1.4 billion in 2017, $1.3 billion in 2018, and $17.6 billion for the thereafter period. At December 31, 2013, minimum capital lease payments for power purchase agreements were $33 million in 2014, $33 million 2015, $33 million for 2016, $33 million for 2017, $33 million for 2018, and $356 million for the thereafter period (amounts include executory costs and interest of $118 million and $194 million, respectively). For further discussion, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies."
3 
At December 31, 2013,2014, SCE's minimum other operating lease payments were primarily related to vehicles, office space, nuclear fuel storage space and other equipment. For further discussion, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies."
4 
For additional details, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies." At December 31, 2013,2014, other commitments were primarily related to maintaining reliability and expanding SCE's transmission and distribution system.
5 
At December 31, 2013,2014, Edison International Parent and Other and SCE had estimated contributions to the pension and PBOP plans. SCE'sSCE estimated contributions are $187$151 million, $191 million, $218$156 million and $160$166 million in 2014, 2015, 2016 and 2017, respectively. Edison International Parent and Other estimated contributions are $27 million, $25 million, $29$26 million and $25$23 million for the same respective periods. The estimated contributions for Edison International and SCE are not available beyond 2017. These amounts represent estimates that are based on assumptions that are subject to change. See "Item 8. Notes"Notes to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for further information.

45




6 
At December 31, 2013,2014, Edison International and SCE had a total net liability recorded for uncertain tax positions of $705$576 million and $400$441 million, respectively, which is excluded from the table. Edison International and SCE cannot make reliable estimates of the cash flows by period due to uncertainty surrounding the timing of resolving these open tax issues with the IRS.

24




7
In August 2014, Edison International entered into an amendment of the Settlement Agreement to finalize the remaining matters related to the EME Settlement including setting the amount of the 2 installment payments,see "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations."
8 
The contractual obligations table does not include derivative obligations and asset retirement obligations, which are discussed in "Item 8. Notes"Notes to Consolidated Financial Statements—Note 6. Derivative Instruments, and Hedging Activities," and "—Note 1. Summary of Significant Accounting Policies," respectively.
Contingencies
Edison International has a contingency related to the Potential Claims by EME and SCE has contingencies related to the Permanent Retirement of San Onofre, SED Investigations, Four Corners New Source Review Litigation,Environmental Matters, Nuclear Insurance, Wildfire Insurance and Spent Nuclear Fuel which are discussed in "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies."
Environmental Remediation
SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operations and maintenance, monitoring and site closure. Unless there is a probable amount, SCE records the lower end of this reasonably likely range of costs (classified as "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
As of December 31, 2013,2014, SCE had identified 1920 material sites for remediation and recorded an estimated minimum liability of $110$108 million. SCE expects to recover 90% of its remediation costs at certain sites. See "Item 8. Notes"Notes to Consolidated Financial Statements—Note 12.11. Commitments and Contingencies" for further discussion.
Off-Balance Sheet Arrangements
Edison International's indirect subsidiary, Edison CapitalEME has one remaining leveraged lease investment and alsoEdison Capital has investments in affordable housing projects that apply the equity method of accounting. These off-balance sheet transactions are not material to Edison International's consolidated financial statements. SCE has variable interests in power purchase contracts with variable interest entities and a variable interest in unconsolidated Trust I, Trust II and Trust IIIII that issued $475 million (aggregate liquidation preference) of 5.625% and, $400 million (aggregate liquidation preference) of 5.10% and $275 million (aggregate liquidation preference) of 5.75%, trust securities, respectively, to the public, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 3. Variable Interest Entities."
Environmental Developments
For a discussion of environmental developments, see "Item 1. Business—"Business—Environmental Regulation of Edison International and Subsidiaries."
MARKET RISK EXPOSURES
Edison International and SCE's primary market risks include fluctuations in interest rates, commodity prices and volumes, and counterparty credit. Fluctuations in interest rates can affect earnings and cash flows. Fluctuations in commodity prices and volumes and counterparty credit losses may temporarily affect cash flows, but are not expected to affect earnings due to expected recovery through regulatory mechanisms. Derivative instruments are used as appropriate, to manage market risks including market risks of SCE's customers. For a further discussion of market risk exposures, including commodity price risk, credit risk and interest rate risk, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 6. Derivative Instruments and Hedging Activities"Instruments" and "—Note 4. Fair Value Measurements."

4625




Interest Rate Risk
Edison International and SCE are exposed to changes in interest rates primarily as a result of its financing and short-term investing and borrowing activities used for liquidity purposes, to fund business operations and to fund capital investments. The nature and amount of Edison International and SCE's long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. Fluctuations in interest rates can affect earnings and cash flows. Changes in interest rates may impact SCE's authorized rate of return for the period beyond 2014,2015, see "Item 1. Business—"Business—SCE—Overview of Ratemaking Process—CPUC" for further discussion. The following table summarizes the increase or decrease to the fair value of long-term debt including the current portion as of December 31, 2013,2014, if the market interest rates were changed while leaving all other assumptions the same:
(in millions)Carrying Value Fair Value 10% Increase 10% DecreaseCarrying Value Fair Value 10% Increase 10% Decrease
Edison International$10,426
 $11,084
 $10,578
 $11,635
$10,738
 $12,319
 $11,846
 $12,828
SCE10,022
 10,656
 10,153
 11,204
9,924
 11,479
 11,008
 11,986
Commodity Price Risk
SCE and its customers are exposed to the risk of a change in the market price of natural gas, electric power and transmission congestion. SCE's hedging program reducesis designed to reduce exposure to variability in market prices related to SCE's purchases and sales of electric power and natural gas. SCE expects recovery of its related hedging costs through the ERRA balancing account or CPUC-approved procurement plans, and as a result, exposure to commodity price is not expected to impact earnings, but may impact timing of cash flows. SCE's hedging program reduces customer exposure to variability in market prices. As part of this program, SCE enters into energy options, swaps, forward arrangements, tolling arrangements, and congestion revenue rights ("CRRs"). The transactions are pre-approved by the CPUC or executed in compliance with CPUC-approved procurement plans.
Fair Value of Derivative Instruments
With some exceptions,The fair value of derivative instruments areis included in the consolidated balance sheets at fair value.unless subject to an exception under the applicable accounting guidance. Realized gains and losses from derivative instruments are expected to be recovered from or refunded to customers through regulatory mechanisms and, therefore,accordingly, changes in SCE's fair value changes have no impact on earnings. SCE does not use hedge accounting for these transactions due to this regulatory accounting treatment. For further discussion on fair value measurements and the fair value hierarchy, see "Item 8. Notes"Notes to Consolidated Financial StatementsNote 4. Fair Value Measurements."
The fair value of outstanding derivative instruments used to mitigate exposure to commodity price risk was a net liability of $821$927 million and $851$821 million at December 31, 20132014 and 2012,2013, respectively. The following table summarizes the increase or decrease to the fair values of outstandingthe net liability of derivative instruments included in the consolidated balance sheets as of December 31, 2013,2014, if the electricity prices or gas prices were changed while leaving all other assumptions constant:
(in millions)December 31, 2013December 31, 2014
Increase in electricity prices by 10%$233
$242
Decrease in electricity prices by 10%(386)(198)
Increase in gas prices by 10%(249)(68)
Decrease in gas prices by 10%56
69
Credit Risk
For information related to credit risks, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 6. Derivative Instruments and Hedging Activities.Instruments."
Credit risk exposure from counterparties for power and gas trading activities is measured as the sum of net accounts receivable (accounts receivable less accounts payable) and the current fair value of net derivative assets (derivative assets less derivative liabilities) reflected on the consolidated balance sheets. SCE enters into master agreements which typically provide for a right of setoff. Accordingly, SCE's credit risk exposure from counterparties is based on a net exposure under these arrangements. SCE manages the credit risk on the portfolio for both rated and non-rated counterparties based on credit ratings using published ratings of counterparties and other publicly disclosed information, such as financial statements, regulatory filings, and press releases, to guide it in the process of setting credit levels, risk limits and contractual arrangements,

4726




including master netting agreements. As of December 31, 2013,2014, the amount of balance sheet exposure as described above broken down by the credit ratings of SCE's counterparties, was as follows:
December 31, 2013December 31, 2014
(in millions)
Exposure2
 Collateral Net Exposure
Exposure2
 Collateral Net Exposure
S&P Credit Rating1
          
A or higher$367
 $
 $367
$317
 $
 $317
BBB
 
 
Not rated3
3
 (3) 
5
 (5) 
Total$370
 $(3) $367
$322
 $(5) $317
1 
SCE assigns a credit rating based on the lower of a counterparty's S&P or Moody's rating. For ease of reference, the above table uses the S&P classifications to summarize risk, but reflects the lower of the two credit ratings.
2 
Exposure excludes amounts related to contracts classified as normal purchases and sales and non-derivative contractual commitments that are not recorded on the consolidated balance sheets, except for any related net accounts receivable.
3 
The exposure in this category relates to long-term power purchase agreements. SCE's exposure is mitigated by regulatory treatment.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The accounting policies described below are considered critical to obtaining an understanding of Edison International and SCE's consolidated financial statements because their application requires the use of significant estimates and judgments by management in preparing the consolidated financial statements. Management estimates and judgments are inherently uncertain and may differ significantly from actual results achieved. Management considers an accounting estimate to be critical if the estimate requires significant assumptions and changes in the estimate or, the use of alternative estimates, that could have a material impact on Edison International's results of operations or financial position. For more information on Edison International's accounting policies, see "Item 8. Notes"Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies."
Rate Regulated Enterprises
Nature of Estimate Required.    SCE follows the accounting principles for rate-regulated enterprises which are required for entities whose rates are set by regulators at levels intended to recover the estimated costs of providing service, plus a return on net investment, or rate base. Regulators may also impose certain penalties or grant certain incentives. Due to timing and other differences in the collection of revenue, these principles allow a cost that would otherwise be charged as an expense by an unregulated entity to be capitalized as a regulatory asset if it is probable that such cost is recoverable through future rates; conversely the principles allow creation of a regulatory liability for amounts collected in rates to recover costs expected to be incurred in the future or amounts collected in excess of costs incurred.incurred and are refundable to customers.
Key Assumptions and Approach Used.    SCE's management assesses at the end of each reporting period whether regulatory assets are probable of future recovery by considering factors such as the current regulatory environment, the issuance of rate orders on recovery of the specific or a similar incurred cost to SCE or other rate-regulated entities, and other factors that would indicate that the regulator will treat an incurred cost as allowable for ratemaking purposes. Using these factors, management has determined that existing regulatory assets and liabilities are probable of future recovery or settlement. This determination reflects the current regulatory climate and is subject to change in the future.
Effect if Different Assumptions Used.    Significant management judgment is required to evaluate the anticipated recovery of regulatory assets, the recognition of incentives and revenue subject to refund, as well as the anticipated cost of regulatory liabilities or penalties. If future recovery of costs ceases to be probable, all or part of the regulatory assets and liabilities would have to be written off against current period earnings. At December 31, 2013,2014, the consolidated balance sheets included regulatory assets of $7.78$8.87 billion and regulatory liabilities of $5.76$6.29 billion. If different judgments were reached on recovery of costs and timing of income recognition, SCE's earnings may vary from the amounts reported.

4827




Application to San Onofre
As discussed in "Management Overview—Permanent Retirement of San Onofre," on June 6, 2013, SCE decided to permanently retire San Onofre Units 2 and 3. In assessing whether to record regulatory assets as a result of the decision to retire San Onofre Units 2 and 3 early and whether to record liabilities for refunds to customers, SCE considered the interrelationship of recovery of costs and refunds to customers for accounting purposes, as such matters are being considered by the CPUC on a consolidated basis in the San Onofre OII. SCE considered a number of potential outcomes for the matters being considered by the CPUC in the San Onofre OII, none of which are assured, but a number of which in SCE's opinion appeared to be more likely than a number of other outcomes. SCE considered the likelihood of outcomes to determine the amount deemed probable of recovery. These outcomes included a number of variables, including recovery of and return on the components of SCE's net investment, and the potential for refunds to customers for either substitute power or operating costs occurring over different time periods. SCE also included in its consideration of possible outcomes, the requirement under GAAP to discount future cash flows from recovery of assets without a return at its incremental borrowing rate. As a result of the assessment, SCE reclassified $1,521 million of its total investment in San Onofre at May 31, 2013 as a regulatory asset and recorded an impairment charge of $575 million.
SCE's judgment that the San Onofre Regulatory Asset recorded at December 31, 2013 is probable, though not certain, of recovery is based on SCE's knowledge of the facts and judgment in applying relevant regulatory principles to the issues under review in the OII proceeding and in accordance with GAAP. Such judgment is subject to considerable uncertainty, and regulatory principles and precedents are not necessarily binding and are capable of interpretation. The amount recorded for the San Onofre Regulatory Asset at December 31, 2013, is subject to change based upon future developments and the application of SCE's judgment to those events. See "Management Overview—Permanent Retirement of San Onofre" for further discussion.
Accounting for Contingencies, Guarantees and IndemnitiesIncome Taxes
Nature of Estimates Required.    As part of the process of preparing its consolidated financial statements, Edison International and SCE recordare required to estimate income taxes for each jurisdiction in which they operate. This process involves estimating actual current period tax expense together with assessing temporary differences resulting from differing treatment of items, such as depreciation, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within Edison International and SCE's consolidated balance sheets, including net operating loss contingencies when management determinesand tax credit carryforwards that the outcome of future events is probable of occurring and when the amount of the loss can be reasonably estimated. When a guarantee or indemnification subjectused to authoritative guidance is entered into, reduce liabilities in future periods.
Edison International and SCE recordtake certain tax positions they believe are in accordance with the applicable tax laws. However, these tax positions are subject to interpretation by the IRS, state tax authorities and the courts. Edison International and SCE determine uncertain tax positions in accordance with the authoritative guidance.
A portion of SCE's uncertain tax positions relate to tax deductions that are classified as flow-through items for regulatory purposes, including repair deductions that have increased significantly as a liabilityresult of changes in guidance from the IRS. Flow-through items reduce current authorized revenue requirements in SCE's rate cases which also results in recording regulatory assets for the estimated fair valuefuture recovery of the underlying guaranteerelated deferred tax expense. The difference between forecasted amounts in SCE's rate cases and actual repair deductions also result in increases or indemnification. Gain contingencies are recognizeddecreases in regulatory assets and a corresponding impact on earnings. SCE estimates the amount of unrecognized tax benefits for flow-through tax items using the same accounting guidance for uncertain tax positions. Accordingly, a change in the financial statements when they are realized.amount of flow-through tax items from a tax authority audit impacts the amount of regulatory tax benefits recognized by SCE. It is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by approximately $96 million due to a change in estimate of a tax position subject to flow through regulatory treatment.
Key Assumptions and Approach Used.    The determinationAccounting for tax obligations requires management judgment. Edison International and SCE's management use judgment in determining whether the evidence indicates it is more likely than not, based solely on the technical merits, that a tax position will be sustained, and to determine the amount of tax benefits to be recognized. Judgment is also used in determining the likelihood a reserve for a loss contingency is based on management judgmenttax position will be settled and estimates with respect to the likely outcome of the matter, including the analysis of different scenarios. Liabilities are recorded or adjusted when events or circumstances cause these judgments or estimates to change.possible settlement outcomes. In assessing whether a loss is a reasonable possibility,uncertain tax positions Edison International and SCE may consider, among others, the following factors, among others:factors: the naturefacts and circumstances of the litigation, claim or assessment, available information,position, regulations, rulings, and case law, opinions or views of legal counsel and other advisors,advisers, and the experience gained from similar cases.tax positions. Edison International and SCE provide disclosures for material contingenciesSCE's management evaluates uncertain tax positions at the end of each reporting period and makes adjustments when there is a reasonable possibility that a losswarranted based on changes in fact or an additional loss may be incurred. Some guarantees and indemnifications could have a significant financial impact under certain circumstances, and management also considers the probability of such circumstances occurring when estimating the fair value.law.
Effect if Different Assumptions Used.    Actual income taxes may differ from the estimated amounts realized upon settlement of contingencies may be different than amounts recorded and disclosed andwhich could have a significant impact on the liabilities, revenue and expenses recorded on the consolidated financial statements. In addition, for guarantees and indemnities actual results may differ from the amounts recorded and disclosed and could have a significant impact on Edison International's and SCE's consolidated financial statements. For a discussion of contingencies, guarantees and indemnities, see "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies."
Potential Claims by EME
In December 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. EME's December Plan of Reorganization, which included the sale of substantially all of EME’s assets to NRG Energy, Inc. and the transfer of ownership of EME to unsecured creditors to the Bankruptcy Court for confirmation in December 2013. Under the December Plan of Reorganization, the remaining assets of EME would include causes of action against Edison International that were not released under the December Plan of Reorganization and would have re-vested in Reorganized EME.
Under the Internal Revenue Code and applicable state statutes, Edison International Parent is jointly liable for qualified retirement plans and federal and specific state tax liabilities. As a result of the deconsolidation and the existence of joint liabilities, Edison International has recorded liabilities at December 31, 2013 of $325 million for qualified retirement plans

49




related to plan participants of EME and joint tax liabilities. Under the qualified plan documents and tax allocation agreements, EME is obligated to pay for such liabilities and, accordingly, at December 31, 2013 Edison International has recorded corresponding receivables from EME.
The outcome of the EME bankruptcy proceeding as well as any litigation brought by EME against Edison International is uncertain. Accordingly, management judgment was required to assess the collectability of the receivables recorded and outcome of the bankruptcy proceeding. At December 31, 2013, management concluded that it is probable that a loss would be incurred and has recorded an estimated loss of $150 million. The outcome of the EME bankruptcy could result in losses different than the amounts recorded byfinancial statements. Edison International and such amounts couldSCE continue to be material.
In February 2014,Edison International, EME and the Consenting Noteholders entered into a Settlement Agreement pursuant to which EME amended its Plan of Reorganization. The Amended Plan of Reorganization, including the Settlement Agreement, isunder audit or subject to audit for multiple years in various jurisdictions. Significant judgment is required to determine the approvaltax treatment of particular tax positions that involve interpretations of complex tax laws. Such liabilities are based on judgment and a final determination could take many years from the Bankruptcy Court. See "Management Overview—EME Chapter 11 Bankruptcy Filing" for further information.time the liability is recorded. Furthermore, settlement of tax positions included in open tax years may be resolved by compromises of tax positions based on current factors and business considerations that may result in material adjustments to income taxes previously estimated.
Nuclear Decommissioning – Asset Retirement Obligation
Key Assumptions and Approach Used.    The liability to decommission SCE's nuclear power facilities is based on decommissioning studies performed in 2010 for Palo Verde and San Onofre Unit 1 and a 20132014 updated decommissioning cost estimate for the retirement of both San Onofre Units 2 and 3. See "Management Overview—Permanent Retirement of San Onofre"Onofre and San Onofre OII Settlement" for further discussion of the plans for decommissioning of San Onofre. The studies estimateSCE currently estimates that SCEit will spend approximately $7.1$7.4 billion through 20532075 to decommission San Onofre and Palo Verde.its nuclear facilities. Decommissioning cost estimates are updated in each Nuclear Decommissioning Triennial Proceeding. The current ARO estimates for San Onofre and Palo Verde are based on the assumptions from these decommissioning studies:
Decommissioning Costs. The estimated costs for labor, dismantling and disposal costs, depth of site remediation, energy and miscellaneous costs.
Escalation Rates. Annual escalation rates are used to convert the decommissioning cost estimates in base year dollars to decommissioning cost estimates in future-year dollars. Escalation rates are primarily used for labor, material, equipment, energy and low level radioactive waste burial costs. SCE's current estimate is based on SCE's decommissioning cost methodology used for ratemaking purposes, escalated at rates ranging from 1.5%1.0% to 7.3% (depending on the cost element) annually.

28




Timing. Cost estimates for Palo Verde are based on an assumption that decommissioning will commence promptly after the current NRC operating licenses expire. The Palo Verde 1, 2, 3 operating licenses currently expire in 2045, 2046 and 2047 respectively. Cost estimates for San Onofre are based on an assumption that decommissioning will commencecommenced in 2014.2013. For further information, see "Management Overview—Permanent Retirement of San Onofre.Onofre and San Onofre OII Settlement."
Spent Fuel Dry Storage Costs. Cost estimates are based on an assumption that the DOE will begin to take spent fuel in 2024, and will remove the last spent fuel from the San Onofre and Palo Verde sites by 20512049 and 2076,2075, respectively. Costs for spent fuel monitoring are included until 20512049 and 2076,2075, respectively.
Changes in decommissioning technology, regulation,Decommissioning Technology, Regulation, and economics.Economics. The current cost studies assume the use of current technologies under current regulations and at current cost levels.
Effect if Different Assumptions Used.    The ARO for decommissioning SCE's nuclear facilities was $3.3$2.7 billion at December 31, 2013. As discussed in "Management Overview—Permanent Retirement of San Onofre" SCE expects to complete an updated site-specific decommissioning plan for San Onofre by the end of 2014 which once received may result in material revisions to the recorded ARO liability.2014. Changes in the estimated costs or timing of decommissioning, or in the assumptions and judgments by management underlying these estimates, could cause material revisions to the estimated total cost to decommission these facilities which could have a material effect on the recorded liability and related regulatory asset.liability.
The following table illustrates the increase to the ARO and regulatory assetliability if the cost escalation rate was adjusted while leaving all other assumptions constant:
(in millions)
Increase to ARO and
Regulatory Asset at
December 31, 2013
Uniform increase in escalation rate of 100 basis points$394

50
(in millions)
Increase to ARO and
Regulatory Asset at
December 31, 2014
Uniform increase in escalation rate of 100 basis points$550

The increase in the ARO liability driven by an increase in the escalation rate would result in a decrease in the regulatory liability for recoveries in excess of ARO liabilities.



Pensions and Postretirement Benefits Other than Pensions ("PBOP(s)")
Nature of Estimate Required.    Authoritative accounting guidance requires companies to recognize the overfunded or underfunded status of defined benefit pension and other postretirement plans as assets and liabilities in the balance sheet; the assets and/or liabilities are normally offset through other comprehensive income (loss). In accordance with authoritative guidance for rate-regulated enterprises, regulatory assets and liabilities are recorded instead of charges and credits to other comprehensive income (loss) for its postretirement benefit plans that are recoverable in utility rates. Edison International and SCE have a fiscal year-end measurement date for all of its postretirement plans.
Edison International and SCE have adopted new mortality tables that the Society of Actuaries released in October 2014 that reflect an increase in life expectancy. At December 31, 2014, this adoption resulted in an increase in Edison International's pension plans' projected benefit obligation of $214 million, including $199 million for SCE, and an increase in Edison International's PBOP plans' accumulated projected benefit obligation of $308 million, including $307 million for SCE.
Key Assumptions of Approach Used.    Pension and other postretirement obligations and the related effects on results of operations are calculated using actuarial models. Two critical assumptions, discount rate and expected return on assets, are important elements of plan expense and liability measurement. Additionally, health care cost trend rates are critical assumptions for postretirement health care plans. These critical assumptions are evaluated at least annually. Other assumptions, which require management judgment, such as rate of compensation increases, rates of retirement, mortality and turnover, are evaluated periodically and updated to reflect actual experience.
As of December 31, 2013,2014, Edison International's and SCE's pension plans had a $4.2$4.5 billion and $3.7$4.0 billion benefit obligation, respectively, and total 20132014 expense for these plans was $188$151 million and $176$141 million, respectively. As of December 31, 2013,2014, the benefit obligation for both Edison International's and SCE's PBOP plans was $2.2$2.8 billion and total 20132014 expense for Edison International's and SCE's plans were $32 million and $31 million, respectively.was both $22 million. Annual contributions made to most of SCE's pension plans are currently recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the related annual expense.

29




Edison International and SCE used the following critical assumptions to determine expense for pension and other postretirement benefit for 2013:2014:
(in millions)
Pension
Plans
Postretirement
Benefits Other
than Pensions
Pension
Plans
Postretirement
Benefits Other
than Pensions
Discount rate1
4.13%4.25%4.50%5.00%
Expected long-term return on plan assets2
7.0%6.7%7.0%5.5%
Assumed health care cost trend rates3
*
8.5%*
7.8%
* 
Not applicable to pension plans.
1 
The discount rate enables Edison International and SCE to state expected future cash flows at a present value on the measurement date. Edison International and SCE select its discount rate by performing a yield curve analysis. This analysis determines the equivalent discount rate on projected cash flows, matching the timing and amount of expected benefit payments. The AON-Hewitt yield curve is considered in determining the discount rate.
2 
To determine the expected long-term rate of return on pension plan assets, current and expected asset allocations are considered, as well as historical and expected returns on plan assets. A portion of PBOP trusts asset returns are subject to taxation, so the 6.7%5.5% rate of return on plan assets above is determined on an after-tax basis. Actual time-weighted, annualized returns on the pension plan assets were 16.6%8.1%, 14.5%11.3% and 7.8%7.4% for the one-year, five-year and ten-year periods ended December 31, 2013,2014, respectively. Actual time-weighted, annualized returns on the PBOP plan assets were 18.6%8.7%, 13.7%,10.8% and 6.5%6.3% over these same periods. Accounting principles provide that differences between expected and actual returns are recognized over the average future service of employees.
3 
The health care cost trend rate gradually declines to 5.0% for 20202021 and beyond.
Pension expense is recorded for SCE based on the amount funded to the trusts, as calculated using an actuarial method required for ratemaking purposes, in which the impact of market volatility on plan assets is recognized in earnings on a more gradual basis. Any difference between pension expense calculated in accordance with ratemaking methods and pension expense calculated in accordance with authoritative accounting guidance for pension is accumulated as a regulatory asset or liability, and is expected, over time, to be recovered from or returned to customers. As of December 31, 2013,2014, this cumulative difference amounted to a regulatory asset of $177$171 million, meaning that the accounting method has recognized more in expense than the ratemaking method since implementation of authoritative guidance for employers' accounting for pensions in 1987.

51




As of December 31, 2013,2014, Edison International and SCE both had unrecognized pension costs of $383$762 million and $691 million, and unrecognized PBOP costs of $19$562 million and $15$558 million, respectively. The unrecognized pension and PBOP costs primarily consisted of the cumulative impact of the reduced discount rates on the respective benefit obligations and the cumulative difference between the expected and actual rate of return on plan assets. Of these deferred costs, $353$660 million of SCE's pension costs and $15$558 million of SCE's PBOP costs are recorded as regulatory assets, an offset to the underfunded liabilities of these plans, and will be amortized to expense over the average expected future service of employees.
Edison International's and SCE's pension and PBOP plans are subject to limits established for federal tax deductibility. SCE funds its pension and PBOP plans in accordance with amounts allowed by the CPUC. Executive pension plans and competitive power generation PBOP plans have no plan assets.
Effect if Different Assumptions Used.    Changes in the estimated costs or timing of pension and other postretirement benefit obligations, or the assumptions and judgments used by management underlying these estimates, could have a material effect on the recorded expenses and liabilities.

30




The following table summarizes the increase or (decrease) to projected benefit obligation for pension and the accumulated benefit obligation for PBOP if the discount rate were changed while leaving all other assumptions constant:
Edison International SCEEdison International SCE
(in millions)Increase in discount rate by 1% Decrease in discount rate by 1% Increase in discount rate by 1% Decrease in discount rate by 1%Increase in discount rate by 1% Decrease in discount rate by 1% Increase in discount rate by 1% Decrease in discount rate by 1%
Change to projected benefit obligation for pension$(396) $439
 $(335) $368
$(441) $493
 $(378) $417
Change to accumulated benefit obligation for PBOP(282) 318
 (281) 317
(388) 471
 (387) 469
A one percentage point increase in the expected rate of return on pension plan assets would decrease both Edison International's and SCE's current year expense by $32$30 million and a one percentage point increase in the expected rate of return on PBOP plan assets would decrease both Edison International's and SCE's current year expense by $17$20 million.
The following table summarizes the increase or (decrease) to accumulated benefit obligation and annual aggregate service and interest costs for PBOP if the health care cost trend rate was changed while leaving all other assumptions constant:
Edison International SCEEdison International SCE
(in millions)Increase in health care cost trend rate by 1%Decrease in health care cost trend rate by 1% Increase in health care cost trend rate by 1%Decrease in health care cost trend rate by 1%Increase in health care cost trend rate by 1% Decrease in health care cost trend rate by 1% Increase in health care cost trend rate by 1% Decrease in health care cost trend rate by 1%
Change to accumulated benefit obligation for PBOP$229
$(191) $228
$(190)$335
 $(271) $334
 $(270)
Change to annual aggregate service and interest costs11
(9) 11
(9)15
 (12) 15
 (12)
Income TaxesAccounting for Contingencies
Nature of Estimates Required.    As part of the process of preparing its consolidated financial statements, Edison International and SCE are required to estimate income taxes for each jurisdiction in which they operate. This process involves estimating actual current period tax expense together with assessing temporary differences resulting from differing treatmentrecord loss contingencies when management determines that the outcome of items, such as depreciation, for taxfuture events is probable of occurring and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within Edison International and SCE's consolidated balance sheets, including net operatingwhen the amount of the loss and tax credit carryforwards that can be used to reduce liabilitiesreasonably estimated. Gain contingencies are recognized in future periods.
Edison International and SCE takes certain tax positionsthe financial statements when they believe are in accordance with the applicable tax laws. However, these tax positions are subject to interpretation by the IRS, state tax authorities and the courts. Edison International and SCE determine uncertain tax positions in accordance with the authoritative guidance.realized.
Key Assumptions and Approach Used.    AccountingThe determination of a reserve for tax obligations requiresa loss contingency is based on management judgment. Edison Internationaljudgment and SCE's management uses judgment in determining whetherestimates with respect to the evidence indicates it is more likely than not, based solely onoutcome of the technical merits, that a tax position will be sustained, andmatter, including the analysis of different scenarios. Liabilities are recorded or adjusted when events or circumstances cause these judgments or estimates to determine the amount of tax benefits to be recognized. Judgment is also used in determining the likelihood a tax position will be settled and possible settlement outcomes.change. In assessing uncertain tax positionswhether a loss is a reasonable possibility, Edison International and SCE may consider among others, the following factors:factors, among others: the facts and circumstancesnature of the position, regulations, rulings, and case law,litigation, claim or assessment, available information, opinions or views of legal counsel and other advisers,advisors, and

52




the experience gained from similar tax positions.cases. Edison International and SCE's management evaluates uncertain tax positions at the end of each reporting period and makes adjustmentsSCE provide disclosures for material contingencies when warranted based on changes in factthere is a reasonable possibility that a loss or law.an additional loss may be incurred.
Effect if Different Assumptions Used.    Actual income taxesamounts realized upon settlement of contingencies may differ from the estimatedbe different than amounts whichrecorded and disclosed and could have a significant impact on the liabilities, revenue and expenses recorded inon the consolidated financial statements. Edison InternationalFor a discussion of contingencies, guarantees and SCE continueindemnities, see "Notes to be under audit or subject to audit for multiple years in various jurisdictions. Significant judgment is required to determine the tax treatment of particular tax positions that involve interpretations of complex tax laws. A tax liability has been recorded with respect to tax positions in which the outcome is uncertainConsolidated Financial Statements—Note 11. Commitments and the effect is estimable. Such liabilities are based on judgment and a final determination could take many years from the time the liability is recorded. Furthermore, settlement of tax positions included in open tax years may be resolved by compromises of tax positions based on current factors and business considerations that may result in material adjustments to income taxes previously estimated.Contingencies."
Application to Net Operating Loss and Tax Credit Carryforwards
At December 31, 2013, Edison International has net operating losses and tax credit carryforwards of $2.2 billion. Under federal and California tax regulations, a tax deconsolidation of EME in future periods as provided for in EME's December Plan of Reorganization, would result in EME retaining a portion of such carryforward tax benefits and reducing the amounts that Edison International would be eligible to use in future periods. As a result, Edison International has recorded a valuation allowance equal to the estimated amount of such tax benefits as of December 31, 2013 as calculated under the applicable federal and California tax regulations.
In February 2014, Edison International, EME and the Consenting Noteholders entered into a Settlement Agreement pursuant to which EME has amended its Plan of Reorganization. The Amended Plan of Reorganization, including the Settlement Agreement, is subject to the approval of the Bankruptcy Court. Under the Settlement Agreement, Edison International would retain all of EME’s carryforward tax benefits. As this agreement was entered into in 2014 and is subject to approval by the Bankruptcy Court, it is accounted for as a subsequent event under GAAP and not reflected in the 2013 financial statements (referred as a "Type II" subsequent event) and for which disclosure is required. See "Management Overview—EME Chapter 11 Bankruptcy Filing" for further information.
NEW ACCOUNTING GUIDANCE
New accounting guidance is discussed in "Item 8. Notes"Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance."

31


ITEM 7A.    


RISK FACTORS
RISKS RELATING TO EDISON INTERNATIONAL
Edison International's liquidity depends on SCE's ability to pay dividends and tax allocation payments to Edison International and monetization of tax benefits retained by EME.
Edison International is a holding company and, as such, it has no operations of its own. Edison International's ability to meet its financial obligations and to pay dividends on its common stock is primarily dependent on the earnings and cash flows of SCE and its ability to make upstream distributions. Prior to paying dividends to Edison International, SCE has financial and regulatory obligations that must be satisfied, including, among others, debt service and preferred stock dividends. In addition, CPUC holding company rules require that SCE's dividend policy be established by SCE's Board of Directors on the same basis as if SCE were a stand-alone utility company, and that the capital requirements of SCE, as deemed to be necessary to meet SCE's service obligations, shall receive first priority from the Boards of Directors of both Edison International and SCE. SCE may also owe tax-allocation payments to Edison International under applicable tax-allocation agreements. The EME Settlement Agreement requires Edison International to make fixed payments to a newly formed trust under the control of EME's creditors (the "Reorganization Trust"). Edison International plans to use its credit facilities or incur new debt to fund a portion of the Reorganization Trust payments due to delays in monetizing tax benefits retained by EME as a result of the recent extension of bonus depreciation. Realization of such tax benefits may be furthered delayed or permanently reduced by future tax legislation that extends bonus depreciation or reduces the current corporate tax rate. Access to capital markets may be impacted by economic conditions that have an adverse effect on Edison International's liquidity. See "Risks Relating to Southern California Edison Company" below for further discussion.
Edison International's activities are concentrated in one industry and in one region.
Edison International does not have diversified sources of revenue or regulatory oversight. SCE comprises substantially all of Edison International's business, and Edison International's business is expected to remain concentrated in the electricity industry. Furthermore, Edison International's current business is concentrated almost entirely in southern California. As a result, Edison International's future performance may be affected by events and economic performance concentrated in southern California or by regional regulation or legislation.
RISKS RELATING TO SOUTHERN CALIFORNIA EDISON COMPANY
Regulatory Risks
SCE is subject to extensive regulation and the risk of adverse regulatory decisions and changes in applicable regulations or legislation.
SCE operates in a highly regulated environment. SCE's business is subject to extensive federal, state and local energy, environmental and other laws and regulations. Among other things, the CPUC regulates SCE's retail rates and capital structure, and the FERC regulates SCE's wholesale rates. The NRC regulates the decommissioning of San Onofre. The construction, planning, and siting of SCE's power plants and transmission lines in California are also subject to regulation by the CPUC.
SCE must periodically apply for licenses and permits from these various regulatory authorities and abide by their respective orders. Should SCE be unsuccessful in obtaining necessary licenses or permits or should these regulatory authorities initiate any investigations or enforcement actions or impose penalties or disallowances on SCE, SCE's business could be materially affected. The process of obtaining licenses and permits from regulatory authorities may be delayed or defeated by concerted community opposition and such delay or defeat could have a material effect on SCE's business.
The CPUC is considering rulemaking to govern communications between the CPUC officials, staff and the regulated utilities following investigations of violations by PG&E of the ex parte rules on communications with CPUC officials and staff. Changes to the rules and processes around ex parte communications could result in delayed decisions, increased investigations, enforcement actions and penalties. In addition, the CPUC or other parties may initiate investigations of past communications between public utilities, including SCE, and CPUC officials and staff that could result in reopening completed proceedings for reconsideration.
In addition, existing regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to SCE, or its facilities or operations, in a manner that may have a detrimental effect on SCE's business or result in significant additional costs. In addition, regulations adopted via the public initiative or legislative process may apply to SCE, or its facilities or operations, in a manner that may have a detrimental effect on SCE's business or result in significant additional costs.

32




SCE's financial results depend upon its ability to recover its costs and to earn a reasonable rate of return on capital investments in a timely manner from its customers through regulated rates.
SCE's ongoing financial results depend on its ability to recover from its customers in a timely manner its costs, including the costs of electricity purchased for its customers, through the rates it charges its customers as approved by the CPUC and FERC. SCE's financial results also depend on its ability to earn a reasonable return on capital, including long-term debt and equity. SCE's ability to recover its costs and earn a reasonable rate of return can be affected by many factors, including the time lag between when costs are incurred and when those costs are recovered in customers’ rates and differences between the forecast or authorized costs embedded in rates (which are set on a prospective basis) and the amount of actual costs incurred. The CPUC or the FERC may not allow SCE to recover costs on the basis that such costs were not reasonably or prudently incurred or for other reasons. Further, SCE may be required to incur expenses before the CPUC approves the recovery of such costs. For example, SCE has requested approval from the CPUC to reimburse decommissioning costs related to San Onofre Units 2 and 3 from the nuclear decommissioning trust, which is pending. For more information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement—Decommissioning" in the MD&A. Changes in laws and regulations or changes in the political and regulatory environment also may have an adverse effect on the SCE's ability to timely recover its costs and earn its authorized rate of return. In addition, SCE may be required to incur costs to comply with new state laws or to implement new state policies before SCE is assured of cost recovery.
SCE's capital investment plan, increasing procurement of renewable power, increasing environmental regulations, leveling demand, and the cumulative impact of other public policy requirements, collectively place continuing upward pressure on customer rates. If SCE is unable to obtain a sufficient rate increase or modify its rate design to recover material amounts of its costs (including an adequate return on capital) in rates in a timely manner, its financial condition and results of operations could be materially affected. For further information on SCE's rate requests, see "Management Overview—Regulatory Matters—2015 General Rate Case" and "Liquidity and Capital Resources—SCE—Regulatory Proceedings—FERC Formula Rates" in the MD&A.
SCE's energy procurement activities are subject to regulatory and market risks that could materially affect its financial condition and liquidity.
SCE obtains energy, capacity, environmental credits and ancillary services needed to serve its customers from its own generating plants, and through contracts with energy producers and sellers. California law and CPUC decisions allow SCE to recover through the rates it is allowed to charge its customers reasonable procurement costs incurred in compliance with an approved procurement plan. Nonetheless, SCE's cash flows remain subject to volatility primarily resulting from changes in commodity prices. In addition, SCE is subject to the risks of unfavorable or untimely CPUC decisions about the compliance with SCE's procurement plan and the reasonableness of certain procurement-related costs.
SCE may not be able to hedge its risk for commodities on economic terms or fully recover the costs of hedges through the rates it is allowed to charge its customers, which could materially affect SCE's liquidity and results of operations, see "Market Risk Exposures" in the MD&A.
Financing Risks
As a capital intensive company, SCE relies on access to the capital markets. If SCE were unable to access the capital markets or the cost of financing were to substantially increase, its liquidity and operations could be materially affected.
SCE regularly accesses the capital markets to finance its activities and is expected to do so by its regulators as part of its obligation to serve as a regulated utility. SCE's needs for capital for its ongoing infrastructure investment program are substantial. SCE's ability to obtain financing, as well as its ability to refinance debt and make scheduled payments of principal, interest and preferred stock dividends, are dependent on numerous factors, including SCE's levels of indebtedness, maintenance of acceptable credit ratings, its financial performance, liquidity and cash flow, and other market conditions. SCE's inability to obtain additional capital from time to time could have a material effect on SCE's liquidity and operations.
Competitive and Market Risks
The electricity industry is undergoing extensive changes, including increased competition, technological advancements, and political and regulatory developments.
The electricity industry is undergoing extensive change, including technological advancements such as energy storage and customer-owned generation that may change the nature of energy generation and delivery. In addition, there has been public discussion regarding the possibility of future changes in the electric utility business model as a result of these developments. In October 2013, the CPUC held an open hearing to receive views from various sources on whether the current California

33




utility business model should be revised. It is possible that revisions to the traditional utility business model could materially affect SCE's business model and its financial condition and results of operations.
Demand for electricity from utilities has been leveling, while growth in customer-owned generation has increased. At the same time, significant investment is needed to replace aging infrastructure and convert the electric distribution grid to support two-way flows of electricity.
Customer-owned generation itself reduces the amount of electricity purchased from utilities and has the effect of increasing utility rates unless retail rates are designed to share the costs of the distribution grid across all customers that benefit from their use. For example, customers in California that generate their own power do not currently pay most transmission and distribution charges and non-bypassable charges, subject to limitations, which results in increased utility rates for those customers who do not own their generation. Such increases foster the public discussion regarding future changes in the electric utility business model.
In addition, the FERC has adopted changes that have opened transmission development to competition from independent developers, allowing such developers to compete with incumbent utilities for the construction and operation of transmission facilities. For more information, see "Business—SCE—Competition."
Operating Risks
SCE's financial condition and results of operations could be materially affected if it is unable to successfully manage the risks inherent in operating and maintaining its facilities.
SCE's infrastructure is aging and could pose a risk to system reliability. In order to mitigate this risk, SCE is engaged in a significant and ongoing infrastructure investment program. This substantial investment program elevates the operational risks and the need for superior execution in its activities. SCE's financial condition and results of operations could be materially affected if it is unable to successfully manage these risks as well as the risks inherent in operating and maintaining its facilities, the operation of which can be hazardous. SCE's inherent operating risks include such matters as the risks of human performance, workforce capabilities, public opposition to infrastructure projects, delays, environmental mitigation costs, difficulty in estimating costs or in recovering costs that are above original estimates, system limitations and degradation, and interruptions in necessary supplies.
SCE's operations may be affected if negotiations for new collective bargaining agreements are unsuccessful or relations with unionized employees deteriorate.
Approximately 30% of SCE's employees are covered by collective bargaining agreements with the International Brotherhood of Electrical Workers ("IBEW"). The IBEW collective bargaining agreements expired on December 31, 2014, but SCE and IBEW have agreed to allow the expired agreements to remain in force during ongoing negotiations for new agreements, subject to either party's right to terminate the agreements on 120 days written notice. If the current agreements are terminated, the negotiations are unsuccessful, or labor relations otherwise deteriorate, represented employees could strike, participate in work stoppages, slowdowns or other forms of labor disruption. These activities could delay projects, negatively impact capital expenditures and employee safety, and otherwise have an adverse effect on SCE's operations.
SCE's systems and network infrastructure may be vulnerable to physical and cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality.
Regulators, such as the NERC, and U.S. Government Departments, including the Departments of Defense, Homeland Security and Energy, have noted that threat sources continue to seek to exploit potential vulnerabilities in the U.S. national electric grid and other energy infrastructures and that such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. As SCE moves from an analog to a digital electric grid, new cyber security risks may be presented. An example of such new risks is the installation of "smart" meters in SCE's service territory. This technology may represent a new route for attacks on SCE's information systems. SCE's operations require the continuous availability of critical information technology systems and network infrastructure. SCE's systems have been, and will likely continue to be, subjected to computer attacks of malicious codes, unauthorized access attempts, and other illicit activities, but to date, SCE has not experienced a material cyber security breach. Although SCE actively monitors developments in this area and is involved in various industry groups and government initiatives, no security measures can completely shield such systems and infrastructure from vulnerabilities to cyber attacks, intrusions or other catastrophic events that could result in their failure or reduced functionality. If SCE's information technology systems security measures were to be breached or a critical system failure were to occur without timely recovery, SCE could be unable to fulfill critical business functions such as delivery of electricity to customers and/or sensitive confidential personal and other data could be compromised, which could result in violations of applicable privacy and other laws, financial loss to SCE or to its customers, loss of confidence in SCE's security

34




measures, customer dissatisfaction, and significant litigation exposure, all of which could materially affect SCE's financial condition and results of operations and materially damage the business reputation of Edison International and SCE.
Weather-related incidents and other natural disasters could materially affect SCE's financial condition and results of operations.
Weather-related incidents and other natural disasters, including storms, wildfires and earthquakes, can disrupt the generation and transmission of electricity, and can seriously damage the infrastructure necessary to deliver power to SCE's customers. These events can lead to lost revenues and increased expenses, including higher maintenance and repair costs. They can also result in regulatory penalties and disallowances, particularly if SCE encounters difficulties in restoring power to its customers. These occurrences could materially affect SCE's business, financial condition and results of operations, and the inability to restore power to SCE's customers could also materially damage the business reputation of SCE and Edison International.
The generation, transmission and distribution of electricity are dangerous and involve inherent risks of damage to private property and injury to employees and the general public.
Electricity is dangerous for employees and the general public should they come in contact with electrical current or equipment, including through downed power lines or if equipment malfunctions. Injuries and property damage caused by such events can subject SCE to liability that, despite the existence of insurance coverage, can be significant. The CPUC has increased its focus on public safety issues with an emphasis on heightened compliance with construction and operating standards and the potential for penalties being imposed on utilities. Additionally, the CPUC has delegated to its staff the authority to issue citations, which carry a fine of $50,000 per violation per day, to electric utilities subject to its jurisdiction for violations of safety rules found in statutes, regulations, and the General Orders of the CPUC. Such penalties and liabilities could be significant and materially affect SCE's liquidity and results of operations.
There are inherent risks associated with owning and decommissioning nuclear power generating facilities, including, among other things, potential harmful effects on the environment and human health and the danger of storage, handling and disposal of radioactive materials.
The cost of decommissioning Unit 2 and Unit 3 of San Onofre may not be recoverable through regulatory processes or otherwise. Inability to gain timely access to the nuclear decommissioning trust funds could negatively affect SCE's cash flows. Interpretations of tax regulations may further delay access to nuclear decommissioning trust funds for the purpose of building spent nuclear fuel storage.
The costs of decommissioning Unit 2 and Unit 3 are subject to reasonableness reviews by the CPUC. These costs may not be recoverable through regulatory processes or otherwise unless SCE can establish that the costs were reasonably incurred.
SCE expects to fund decommissioning costs with assets that are currently held in nuclear decommissioning trusts. SCE is required to request access to these trust funds from the CPUC and requests submitted in 2014 are pending. SCE is also required to proceed with the decommissioning of Units 2 and 3 and beginning in 2015, SCE must fund decommissioning costs until the CPUC approves SCE's request to access the trust. Based on the current estimate, SCE forecasts 2015 decommissioning costs of approximately $200 million. Decommissioning activities could be delayed and SCE's cash flows could be negatively impacted if timely access to the nuclear decommissioning trust funds is not obtained.
Depending on how the IRS or the Department of Treasury ultimately interpret IRS regulations addressing the taxation of a qualified nuclear decommissioning trust, SCE may be restricted from withdrawing amounts from its qualified decommissioning trust to pay for independent spent fuel storage installations ("ISFSI") where SCE is seeking, or plans to seek, recovery of the ISFSI costs in litigation against the DOE. Until the DOE litigation is resolved, SCE expects to pay for such ISFSI costs unless and until the IRS or the Department of Treasury issue guidance directed to either SCE or to all taxpayers, which provides that such ISFSI costs can be funded by qualified nuclear decommissioning trusts. If SCE is unable to obtain timely reimbursement of such costs, it may delay decommissioning activities and negatively impact SCE's cash flows. For more information on the spent fuel litigation, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel."
Existing insurance and ratemaking arrangements may not protect SCE fully against losses from a nuclear incident.
Despite the fact that San Onofre is being decommissioned, the presence of spent nuclear fuel still poses a potential risk of a nuclear incident. Federal law limits public liability claims from a nuclear incident to the amount of available financial protection, which is currently approximately $13.6 billion. SCE and other owners of the San Onofre and Palo Verde Nuclear Generating Stations have purchased the maximum private primary insurance available of $375 million per site. If nuclear

35




incident liability claims were to exceed $375 million, the remaining amount would be made up from contributions of approximately $12.2 billion made by all of the nuclear facility owners in the U.S., up to an aggregate total of $13.6 billion. There is no assurance that the CPUC would allow SCE to recover the required contribution made in the case of one or more nuclear incident claims that exceeded $375 million. If this public liability limit of $13.6 billion is insufficient, federal law contemplates that additional funds may be appropriated by Congress. There can be no assurance of SCE's ability to recover uninsured costs in the event the additional federal appropriations are insufficient. For more information on nuclear insurance risk, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Nuclear Insurance."
SCE's insurance coverage for wildfires arising from its ordinary operations may not be sufficient.
Edison International has experienced increased costs and difficulties in obtaining insurance coverage for wildfires that could arise from SCE's ordinary operations. In addition, the insurance that has been obtained for wildfire liabilities may not be sufficient. Uninsured losses and increases in the cost of insurance may not be recoverable in customer rates. A loss which is not fully insured or cannot be recovered in customer rates could materially affect Edison International's and SCE's financial condition and results of operations. Furthermore, insurance for wildfire liabilities may not continue to be available at all or at rates or on terms similar to those presently available to Edison International. For more information on wildfire insurance risk, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Wildfire Insurance."
Environmental Risks
SCE is subject to extensive environmental regulations that may involve significant and increasing costs and materially affect SCE.
SCE is subject to extensive and frequently changing environmental regulations and permitting requirements that involve significant and increasing costs and substantial uncertainty. SCE devotes significant resources to environmental monitoring, pollution control equipment, mitigation projects, and emission allowances to comply with existing and anticipated environmental regulatory requirements. However, the current trend is toward more stringent standards, stricter regulation, and more expansive application of environmental regulations. The adoption of laws and regulations to implement greenhouse gas controls could materially affect operations of power plants, which could in turn impact electricity markets and SCE's purchased power costs. SCE may also be exposed to risks arising from past, current or future contamination at its former or existing facilities or with respect to offsite waste disposal sites that have been used in its operations. Other environmental laws, particularly with respect to air emissions, disposal of ash, wastewater discharge and cooling water systems, are also generally becoming more stringent. The operation of SCE facilities under such laws and regulations may require substantial capital expenditures for environmental controls or cessation of operations. Current and future state laws and regulations in California also could increase the required amount of energy that must be procured from renewable resources. See "Business—Environmental Regulation of Edison International and Subsidiaries" for further discussion of environmental regulations under which SCE operates.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information responding to Item 7Athis section is included in the MD&A under the headingsheading "Market Risk Exposures"Exposures."
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS

5336




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Edison International

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Edison International and its subsidiaries at December 31, 20132014 and 2012,2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the indexappearing under Item 15 (a) (2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on criteria established in Internal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 25, 201424, 2015


5437




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
ShareholderShareholders of Southern California Edison Company

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Southern California Edison Company and its subsidiaries at December 31, 20132014 and 2012,2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15 (a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 25, 201424, 2015

38





















(This page has been left blank intentionally.)


5539




Consolidated Statements of IncomeEdison International Edison International 


  
  
Years ended December 31,Years ended December 31,
(in millions, except per-share amounts)2013 2012 20112014 2013 2012
Total operating revenue$12,581
 $11,862
 $10,588
$13,413
 $12,581
 $11,862
Fuel324
 308
 367
Purchased power4,567
 3,831
 2,989
Purchased power and fuel5,593
 4,891
 4,139
Operation and maintenance3,782
 3,904
 3,718
3,149
 3,473
 3,608
Depreciation, decommissioning and amortization1,622
 1,562
 1,427
1,720
 1,622
 1,562
Asset impairments, disallowances and other571
 (28) 26
Property and other taxes322
 309
 296
Impairment and other charges157
 571
 (28)
Total operating expenses10,866
 9,577
 8,527
10,941
 10,866
 9,577
Operating income1,715
 2,285
 2,061
2,472
 1,715
 2,285
Interest and other income124
 149
 147
147
 124
 149
Interest expense(544) (521) (485)(560) (544) (521)
Other expenses(74) (52) (55)(80) (74) (52)
Income from continuing operations before income taxes1,221
 1,861
 1,668
1,979
 1,221
 1,861
Income tax expense242
 267
 568
443
 242
 267
Income from continuing operations979
 1,594
 1,100
1,536
 979
 1,594
Income (loss) from discontinued operations, net of tax36
 (1,686) (1,078)185
 36
 (1,686)
Net income (loss)1,015
 (92) 22
1,721
 1,015
 (92)
Dividends on preferred and preference stock of utility100
 91
 59
Preferred and preference stock dividend requirements of utility112
 100
 91
Other noncontrolling interests(3) 
 
Net income (loss) attributable to Edison International common shareholders$915
 $(183) $(37)$1,612
 $915
 $(183)
Amounts attributable to Edison International common shareholders:          
Income from continuing operations, net of tax$879
 $1,503
 $1,041
$1,427
 $879
 $1,503
Income (loss) from discontinued operations, net of tax36
 (1,686) (1,078)185
 36
 (1,686)
Net income (loss) attributable to Edison International common shareholders$915
 $(183) $(37)$1,612
 $915
 $(183)
Basic earnings (loss) per common share attributable to Edison International common shareholders:          
Weighted-average shares of common stock outstanding326
 326
 326
326
 326
 326
Continuing operations$2.70
 $4.61
 $3.20
$4.38
 $2.70
 $4.61
Discontinued operations0.11
 (5.17) (3.31)0.57
 0.11
 (5.17)
Total2.81
 $(0.56) $(0.11)$4.95
 $2.81
 $(0.56)
Diluted earnings (loss) per common share attributable to Edison International common shareholders:          
Weighted-average shares of common stock outstanding, including effect of dilutive securities329
 330
 329
329
 329
 330
Continuing operations$2.67
 $4.55
 $3.17
$4.33
 $2.67
 $4.55
Discontinued operations0.11
 (5.11) (3.28)0.56
 0.11
 (5.11)
Total$2.78
 $(0.56) $(0.11)$4.89
 $2.78
 $(0.56)
Dividends declared per common share$1.3675
 $1.3125
 $1.285
$1.4825
 $1.3675
 $1.3125

The accompanying notes are an integral part of these consolidated financial statements.
5640



Consolidated Statements of Comprehensive Income Edison International  Edison International 
        
 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
Net income (loss) $1,015
 $(92) $22
 $1,721
 $1,015
 $(92)
Other comprehensive income (loss), net of tax:            
Pension and postretirement benefits other than pensions:            
Net gain (loss) arising during the period plus amortization, net of income tax expense (benefit) of $13, $30 and $(9) for the years ended December 31, 2013, 2012 and 2011, respectively 72
 13
 (13)
Prior service cost arising during the period plus amortization, net of income tax expense of $3 for the year ended December 31, 2012 
 5
 
Net gain (loss) arising during the period plus amortization included in net income (loss) (47) 72
 13
Prior service cost arising during the period plus amortization included in net loss 
 
 5
Unrealized gain (loss) on derivatives qualified as cash flow hedges:            
Unrealized holding loss arising during the period, net of income tax benefit of $15 and $7 for the years ended December 31, 2012 and 2011, respectively 
 (21) (12)
Reclassification adjustments included in net income (loss), net of income tax expense (benefit) of $37 and $(25) for the years ended December 31, 2012 and 2011, respectively 
 55
 (38)
Other, net of income tax expense of $1 for the year ended December 31, 2013 2
 
 
Other comprehensive income (loss) 74
 52
 (63)
Unrealized holding loss arising during the period 
 
 (21)
Reclassification adjustments included in net loss 
 
 55
Other 2
 2
 
Other comprehensive income (loss), net of tax (45) 74
 52
Comprehensive income (loss) 1,089
 (40) (41) 1,676
 1,089
 (40)
Less: Comprehensive income attributable to noncontrolling interests 100
 91
 59
 109
 100
 91
Comprehensive income (loss) attributable to Edison International $989
 $(131) $(100) $1,567
 $989
 $(131)


The accompanying notes are an integral part of these consolidated financial statements.
5741



Consolidated Balance Sheets Edison International  Edison International 
        
 December 31, December 31,
(in millions) 2013 2012 2014 2013
ASSETS        
Cash and cash equivalents $146
 $170
 $132
 $146
Receivables, less allowances of $66 and $75 for uncollectible accounts at respective dates 838
 762
Receivables, less allowances of $68 and $66 for uncollectible accounts at respective dates 790
 838
Accrued unbilled revenue 596
 550
 632
 596
Inventory 256
 340
 281
 256
Derivative assets 122
 129
 102
 122
Regulatory assets 538
 572
 1,254
 538
Deferred income taxes 421
 
 452
 421
Other current assets 395
 149
 376
 395
Total current assets 3,312
 2,672
 4,019
 3,312
Nuclear decommissioning trusts 4,494
 4,048
 4,799
 4,494
Other investments 207
 186
 207
 207
Total investments 4,701
 4,234
 5,006
 4,701
Utility property, plant and equipment, less accumulated depreciation of $7,493 and $7,424 at respective dates 30,379
 30,200
Nonutility property, plant and equipment, less accumulated depreciation of $74 and $123 at respective dates 76
 73
Utility property, plant and equipment, less accumulated depreciation and amortization of $8,132 and $7,493 at respective dates 32,859
 30,379
Nonutility property, plant and equipment, less accumulated depreciation of $76 and $74 at respective dates 122
 76
Total property, plant and equipment 30,455
 30,273
 32,981
 30,455
Derivative assets 251
 85
 219
 251
Regulatory assets 7,241
 6,422
 7,612
 7,241
Other long-term assets 686
 708
 349
 686
Total long-term assets 8,178
 7,215
 8,180
 8,178
        
        
        
        
        
        
        
        
    
    
Total assets $46,646
 $44,394
 $50,186
 $46,646


The accompanying notes are an integral part of these consolidated financial statements.
5842



Consolidated Balance Sheets Edison International  Edison International 
        
 December 31, December 31,
(in millions, except share amounts) 2013 2012 2014 2013
LIABILITIES AND EQUITY        
Short-term debt $209
 $175
 $1,291
 $209
Current portion of long-term debt 601
 
 504
 601
Accounts payable 1,407
 1,423
 1,580
 1,407
Accrued taxes 358
 61
 81
 358
Customer deposits 201
 193
 221
 201
Derivative liabilities 152
 126
 196
 152
Regulatory liabilities 767
 536
 401
 767
Deferred income taxes 
 64
Other current liabilities 1,186
 1,166
 1,205
 1,186
Total current liabilities 4,881
 3,744
 5,479
 4,881
Long-term debt 9,825
 9,231
 10,234
 9,825
Deferred income taxes and credits 7,346
 6,231
 7,313
 7,346
Derivative liabilities 1,042
 939
 1,052
 1,042
Pensions and benefits 1,378
 2,614
 2,155
 1,378
Asset retirement obligations 3,418
 2,782
 2,821
 3,418
Regulatory liabilities 4,995
 5,214
 5,889
 4,995
Other deferred credits and other long-term liabilities 2,070
 2,448
 2,255
 2,070
Total deferred credits and other liabilities 20,249
 20,228
 21,485
 20,249
Total liabilities 34,955
 33,203
 37,198
 34,955
Commitments and contingencies (Note 12) 
 
Common stock, no par value (800,000,000 shares authorized; 325,811,206 shares issued and outstanding at each date) 2,403
 2,373
Commitments and contingencies (Note 11) 
 
Redeemable noncontrolling interest 6
 
Common stock, no par value (800,000,000 shares authorized; 325,811,206 shares issued and outstanding at respective dates) 2,445
 2,403
Accumulated other comprehensive loss (13) (87) (58) (13)
Retained earnings 7,548
 7,146
 8,573
 7,548
Total Edison International's common shareholders' equity 9,938
 9,432
 10,960
 9,938
Preferred and preference stock of utility 1,753
 1,759
Total noncontrolling interests 1,753
 1,759
Noncontrolling interests - preferred and preference stock of utility 2,022
 1,753
Total equity 11,691
 11,191
 12,982
 11,691
        
        
Total liabilities and equity $46,646
 $44,394
 $50,186
 $46,646


The accompanying notes are an integral part of these consolidated financial statements.
5943



Consolidated Statements of Cash Flows Edison International  Edison International 
  
 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
Cash flows from operating activities:            
Net income (loss) $1,015
 $(92) $22
 $1,721
 $1,015
 $(92)
Less: Income (loss) from discontinued operations 36
 (1,686) (1,078) 185
 36
 (1,686)
Income from continuing operations 979
 1,594
 1,100
 1,536
 979
 1,594
Adjustments to reconcile to net cash provided by operating activities:            
Depreciation, decommissioning and amortization 1,622
 1,562
 1,427
 1,815
 1,696
 1,634
Regulatory impacts of net nuclear decommissioning trust earnings 312
 192
 146
Asset impairment 575
 
 
Allowance for equity during construction (65) (72) (96)
Impairment and other charges 157
 571
 (28)
Deferred income taxes and investment tax credits 345
 141
 708
 522
 345
 141
Other 88
 138
 175
 20
 18
 94
EME settlement payments (225) 
 
Changes in operating assets and liabilities:            
Receivables (56) (13) (46) 64
 (56) (13)
Inventory 80
 10
 (18) (25) 80
 10
Accounts payable 45
 14
 45
 14
 45
 14
Prepaid and accrued taxes (100) (92) 189
Other current assets and liabilities (247) 303
 (79) (103) (155) 114
Derivative assets and liabilities, net (30) 262
 382
 (40) (30) 262
Regulatory assets and liabilities, net (322) (314) (1,080) (358) (322) (314)
Nuclear decommissioning trusts 39
 76
 192
Other noncurrent assets and liabilities (188) 82
 521
 (3) (116) 178
Operating cash flows from continuing operations 3,203
 3,971
 3,281
 3,248
 2,967
 3,971
Operating cash flows from discontinued operations, net 
 (637) 625
 
 
 (637)
Net cash provided by operating activities 3,203
 3,334
 3,906
 3,248
 2,967
 3,334
Cash flows from financing activities:            
Long-term debt issued, net of premium, discount, and issuance costs of $18, $4 and $9 at respective periods 1,973
 391
 887
Long-term debt issued, net of discount and issuance costs of $6, $18 and $4 at respective periods 494
 1,973
 391
Long-term debt matured or repurchased (1,017) (6) (100) (607) (1,017) (6)
Bonds remarketed, net 195
 
 
 
 195
 
Preference stock issued, net 387
 804
 123
 269
 387
 804
Preference stock redeemed (400) (75) 
 
 (400) (75)
Short-term debt financing, net 32
 (264) 410
 1,079
 32
 (264)
Settlements of stock-based compensation, net (48) (68) (15)
Cash contribution from redeemable noncontrolling interest 9
 
 
Dividends to noncontrolling interests (101) (82) (59) (111) (101) (82)
Dividends paid (440) (424) (417) (463) (440) (424)
Other (25) (48) (68)
Financing cash flows from continuing operations 581
 276
 829
 645
 581
 276
Financing cash flows from discontinued operations, net 
 374
 278
 
 
 374
Net cash provided by financing activities 581
 650
 1,107
 645
 581
 650
Cash flows from investing activities:            
Capital expenditures (3,599) (4,149) (4,122) (3,906) (3,599) (4,149)
Proceeds from sale of nuclear decommissioning trust investments 5,617
 2,122
 2,773
 10,079
 5,617
 2,122
Purchases of nuclear decommissioning trust investments and other (5,951) (2,337) (2,940)
Purchases of nuclear decommissioning trust investments (10,123) (5,715) (2,337)
Proceeds from sale of assets 181
 114
 
 6
 181
 114
Other (56) 4
 34
 37
 (56) 4
Investing cash flows from continuing operations (3,808) (4,246) (4,255) (3,907) (3,572) (4,246)
Investing cash flows from discontinued operations, net 
 (1,037) (678) 
 
 (1,037)
Net cash used by investing activities (3,808) (5,283) (4,933) (3,907) (3,572) (5,283)
Net increase (decrease) in cash and cash equivalents (24) (1,299) 80
Net decrease in cash and cash equivalents (14) (24) (1,299)
Cash and cash equivalents at beginning of year 170
 1,469
 1,389
 146
 170
 1,469
Cash and cash equivalents at end of year 146
 170
 1,469
 $132
 $146
 $170
Cash and cash equivalents from discontinued operations 
 
 1,300
Cash and cash equivalents from continuing operations $146
 $170
 $169

The accompanying notes are an integral part of these consolidated financial statements.
6044



Consolidated Statements of Changes in EquityConsolidated Statements of Changes in Equity       Edison International Consolidated Statements of Changes in Equity       Edison International 
              
Equity Attributable to Edison International Noncontrolling Interests  Equity Attributable to Common Shareholders Noncontrolling Interests  
(in millions)Common
Stock
 Accumulated
Other
Comprehensive
Income (Loss)
 Retained
Earnings
 Subtotal Other Preferred
and
Preference
Stock
 Total
Equity
Common
Stock
 Accumulated
Other
Comprehensive
Income (Loss)
 Retained
Earnings
 Subtotal Other Preferred
and
Preference
Stock
 Total
Equity
Balance at December 31, 2010$2,331
 $(76) $8,328
 $10,583
 $4
 $907
 $11,494
Net income (loss)
 
 (37) (37) 
 59
 22
Other comprehensive loss
 (63) 
 (63) 
 
 (63)
Common stock dividends declared ($1.285 per share)
 
 (419) (419) 
 
 (419)
Dividends, distributions to noncontrolling interests and other
 
 
 
 (2) (59) (61)
Stock-based compensation and other14
 
 (34) (20) 
 
 (20)
Noncash stock-based compensation and other30
 
 (4) 26
 
 (1) 25
Purchase of noncontrolling interests(15) 
 
 (15) 
 
 (15)
Issuance of preference stock
 
 
 
 
 123
 123
Balance at December 31, 2011$2,360
 $(139) $7,834
 $10,055
 $2
 $1,029
 $11,086
$2,360
 $(139) $7,834
 $10,055
 $2
 $1,029
 $11,086
Net income (loss)
 
 (183) (183) 
 91
 (92)
 
 (183) (183) 
 91
 (92)
Other comprehensive income
 52
 
 52
 
 
 52

 52
 
 52
 
 
 52
Transfer of assets to Capistrano Wind Partners(21) 
 
 (21) 
 
 (21)(21) 
 
 (21) 
 
 (21)
Common stock dividends declared ($1.325 per share)
 
 (428) (428) 
 
 (428)
Common stock dividends declared ($1.3125 per share)
 
 (428) (428) 
 
 (428)
Dividends, distributions to noncontrolling interests and other
 
 
 
 (2) (91) (93)
 
 
 
 (2) (91) (93)
Stock-based compensation and other(3) 
 (77) (80) 
 
 (80)(3) 
 (77) (80) 
 
 (80)
Noncash stock-based compensation and other37
 
 1
 38
 
 
 38
37
 
 1
 38
 
 
 38
Issuance of preference stock
 
 
 
 
 804
 804

 
 
 
 
 804
 804
Redemption of preference stock
 
 (1) (1) 
 (74) (75)
 
 (1) (1) 
 (74) (75)
Balance at December 31, 2012$2,373
 $(87) $7,146
 $9,432
 $
 $1,759
 $11,191
$2,373
 $(87) $7,146
 $9,432
 $
 $1,759
 $11,191
Net income
 
 915
 915
 
 100
 1,015

 
 915
 915
 
 100
 1,015
Other comprehensive income
 74
 
 74
 
 
 74

 74
 
 74
 
 
 74
Common stock dividends declared ($1.3675 per share)
 
 (446) (446) 
 
 (446)
 
 (446) (446) 
 
 (446)
Dividends, distributions to noncontrolling interests
 
 
 
 
 (100) (100)
Dividends and distributions to noncontrolling interests
 
 
 
 
 (100) (100)
Stock-based compensation and other5
 
 (53) (48) 
 
 (48)5
 
 (53) (48) 
 
 (48)
Noncash stock-based compensation and other25
 
 (6) 19
 
 (1) 18
25
 
 (6) 19
 
 (1) 18
Issuance of preference stock
 
 
 
 
 387
 387

 
 
 
 
 387
 387
Redemption of preference stock
 
 (8) (8) 
 (392) (400)
 
 (8) (8) 
 (392) (400)
Balance at December 31, 2013$2,403
 $(13) $7,548
 $9,938
 $
 $1,753
 $11,691
$2,403
 $(13) $7,548
 $9,938
 $
 $1,753
 $11,691
Net income
 
 1,612
 1,612
 
 112
 1,724
Other comprehensive loss
 (45) 
 (45) 
 
 (45)
Common stock dividends declared ($1.4825 per share)
 
 (483) (483) 
 
 (483)
Dividends to noncontrolling interests and other
 
 
 
 
 (112) (112)
Stock-based compensation and other15
 
 (104) (89) 
 
 (89)
Noncash stock-based compensation and other27
 
 
 27
 
 
 27
Issuance of preference stock
 
 
 
 
 269
 269
Balance at December 31, 2014$2,445
 $(58) $8,573
 $10,960
 $
 $2,022
 $12,982

The accompanying notes are an integral part of these consolidated financial statements.
6145




















(This page has been left blank intentionally.)

The accompanying notes are an integral part of these consolidated financial statements.46
62



Consolidated Statements of IncomeSouthern California Edison Company

 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
Operating revenue $12,562
 $11,851
 $10,577
 $13,380
 $12,562
 $11,851
Fuel 324
 308
 367
Purchased power 4,567
 3,831
 2,989
Purchased power and fuel 5,593
 4,891
 4,139
Operation and maintenance 3,416
 3,544
 3,387
 3,057
 3,416
 3,544
Depreciation, decommissioning and amortization 1,622
 1,562
 1,426
 1,720
 1,622
 1,562
Property and other taxes 307
 295
 285
 318
 307
 295
Asset impairment and disallowances 575
 32
 
Impairment and other charges 163
 575
 32
Total operating expenses 10,811
 9,572
 8,454
 10,851
 10,811
 9,572
Operating income 1,751
 2,279
 2,123
 2,529
 1,751
 2,279
Interest and other income 122
 144
 140
 122
 122
 144
Interest expense (520) (499) (463) (533) (520) (499)
Other expenses (74) (50) (55) (79) (74) (50)
Income before income taxes 1,279
 1,874
 1,745
 2,039
 1,279
 1,874
Income tax expense 279
 214
 601
 474
 279
 214
Net income 1,000
 1,660
 1,144
 1,565
 1,000
 1,660
Less: Dividends on preferred and preference stock 100
 91
 59
Less: Preferred and preference stock dividend requirements 112
 100
 91
Net income available for common stock $900
 $1,569
 $1,085
 $1,453
 $900
 $1,569

Consolidated Statements of Comprehensive Income
    
 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
Net income $1,000
 $1,660
 $1,144
 $1,565
 $1,000
 $1,660
Other comprehensive income (loss), net of tax:            
Pension and postretirement benefits other than pensions:            
Net gain (loss) arising during period plus amortization, net of income tax expense (benefit) of $9, $(3) and less than a million for 2013, 2012 and 2011, respectively 16
 (5) 1
Other, net of income tax expense of $1 for the year ended December 31, 2013 2
 
 
Other comprehensive income (loss) 18
 (5) 1
Net gain (loss) arising during period plus amortization included in net income (19) 16
 (5)
Other 2
 2
 
Other comprehensive income (loss), net of tax (17) 18
 (5)
Comprehensive income $1,018
 $1,655
 $1,145
 $1,548
 $1,018
 $1,655



The accompanying notes are an integral part of these consolidated financial statements.
6347



Consolidated Balance SheetsSouthern California Edison Company

 December 31, December 31,
(in millions) 2013 2012 2014 2013
ASSETS        
Cash and cash equivalents $54
 $45
 $38
 $54
Receivables, less allowances of $66 and $75 for uncollectible accounts at respective dates 813
 755
Receivables, less allowances of $68 and $66 for uncollectible accounts at respective dates 749
 813
Accrued unbilled revenue 596
 550
 632
 596
Inventory 256
 340
 275
 256
Derivative assets 122
 129
 102
 122
Regulatory assets 538
 572
 1,254
 538
Deferred income taxes 303
 
 
 303
Other current assets 393
 171
 390
 393
Total current assets 3,075
 2,562
 3,440
 3,075
Nuclear decommissioning trusts 4,494
 4,048
 4,799
 4,494
Other investments 140
 116
 158
 140
Total investments 4,634
 4,164
 4,957
 4,634
Utility property, plant and equipment, less accumulated depreciation of $7,493 and $7,424 at respective dates 30,379
 30,200
Nonutility property, plant and equipment, less accumulated depreciation of $70 and $117 at respective dates 72
 70
Utility property, plant and equipment, less accumulated depreciation and amortization of $8,132 and $7,493 at respective dates 32,859
 30,379
Nonutility property, plant and equipment, less accumulated depreciation of $75 and $70 at respective dates 69
 72
Total property, plant and equipment 30,451
 30,270
 32,928
 30,451
Derivative assets 251
 85
 219
 251
Regulatory assets 7,241
 6,422
 7,612
 7,241
Other long-term assets 398
 531
 300
 398
Total long-term assets 7,890
 7,038
 8,131
 7,890
        
        
        
        
        
        
        
Total assets $46,050
 $44,034
 $49,456
 $46,050

The accompanying notes are an integral part of these consolidated financial statements.
6448



Consolidated Balance SheetsSouthern California Edison Company

 December 31, December 31,
(in millions, except share amounts) 2013 2012 2014 2013
LIABILITIES AND EQUITY        
Short-term debt $175
 $175
 $667
 $175
Current portion of long-term debt 600
 
 300
 600
Accounts payable 1,373
 1,297
 1,556
 1,373
Accrued taxes 87
 57
Customer deposits 201
 193
 221
 201
Derivative liabilities 152
 126
 196
 152
Regulatory liabilities 767
 536
 401
 767
Deferred income taxes 39
 81
 209
 39
Other current liabilities 1,091
 1,105
 1,183
 1,034
Total current liabilities 4,398
 3,513
 4,820
 4,398
Long-term debt 9,422
 8,828
 9,624
 9,422
Deferred income taxes and credits 7,841
 6,773
 8,288
 7,841
Derivative liabilities 1,042
 939
 1,052
 1,042
Pensions and benefits 951
 2,245
 1,672
 951
Asset retirement obligations 3,418
 2,782
 2,819
 3,418
Regulatory liabilities 4,995
 5,214
 5,889
 4,995
Other deferred credits and other long-term liabilities 1,845
 1,997
 2,010
 1,845
Total deferred credits and other liabilities 20,092
 19,950
 21,730
 20,092
Total liabilities 33,912
 32,291
 36,174
 33,912
Commitments and contingencies (Note 12) 

 

Commitments and contingencies (Note 11) 

 

Common stock, no par value (560,000,000 shares authorized; 434,888,104 shares issued and outstanding at each date) 2,168
 2,168
 2,168
 2,168
Additional paid-in capital 592
 581
 618
 592
Accumulated other comprehensive loss (11) (29) (28) (11)
Retained earnings 7,594
 7,228
 8,454
 7,594
Total common shareholder's equity 10,343
 9,948
 11,212
 10,343
Preferred and preference stock 1,795
 1,795
 2,070
 1,795
Total equity 12,138
 11,743
 13,282
 12,138
Total liabilities and equity $46,050
 $44,034
 $49,456
 $46,050


The accompanying notes are an integral part of these consolidated financial statements.
6549



Consolidated Statements of Cash FlowsSouthern California Edison Company

Consolidated Statements of Cash Flows Southern California Edison Company 
  
 Years ended December 31,
Years ended December 31,
(in millions) 2013 2012 2011
2014
2013
2012
Cash flows from operating activities:      
 
 
 
Net income $1,000
 $1,660
 $1,144

$1,565

$1,000

$1,660
Adjustments to reconcile to net cash provided by operating activities:      
 
 
 
Depreciation, decommissioning and amortization 1,622
 1,562
 1,426

1,810

1,694

1,633
Regulatory impacts of net nuclear decommissioning trust earnings 312
 192
 146
Asset impairment 575
 
 
Allowance for equity during construction
(65)
(72)
(96)
Impairment and other charges
163

575

32
Deferred income taxes and investment tax credits 420
 256
 852

462

420

256
Other 86
 189
 148

11

14

86
Changes in operating assets and liabilities:      
 
 
 
Receivables (57) (23) (44)
64

(57)
(23)
Inventory 80
 10
 (18)
(19)
80

10
Accounts payable 59
 (9) 11

12

59

(9)
Prepaid and accrued taxes
129

(93)
254
Other current assets and liabilities (264) 368
 (219)
(107)
(171)
114
Derivative assets and liabilities, net (30) (86) 730

(40)
(30)
(86)
Regulatory assets and liabilities, net (322) 34
 (1,428)
(358)
(322)
34
Nuclear decommissioning trusts
39

76

192
Other noncurrent assets and liabilities (197) (67) 513

(6)
(125)
29
Net cash provided by operating activities 3,284
 4,086
 3,261

3,660

3,048

4,086
Cash flows from financing activities:      
 
 
 
Long-term debt issued, net of premium, discount, and issuance costs of $18, $4 and $9 at respective periods 1,973
 391
 887
Long-term debt issued, net of discount and issuance costs of $2, $18 and $4, at respective dates
498

1,973

391
Long-term debt matured or repurchased (1,016) (6) (100)
(607)
(1,016)
(6)
Bonds remarketed, net 195
 
 



195


Preference stock issued, net 387
 804
 123
Preferred stock issued, net
269

387

804
Preference stock redeemed (400) (75) 



(400)
(75)
Short-term debt financing, net (1) (250) 419

490

(1)
(250)
Settlements of stock-based compensation, net (43) (57) (10)
Dividends paid (587) (551) (520)
(489)
(587)
(551)
Other 20
 (43) (57)
Net cash provided by financing activities 508
 256
 799

181

508

256
Cash flows from investing activities:      
 
 
 
Capital expenditures (3,598) (4,149) (4,122)
(3,857)
(3,598)
(4,149)
Proceeds from sale of nuclear decommissioning trust investments 5,617
 2,122
 2,773

10,079

5,617

2,122
Purchases of nuclear decommissioning trust investments and other (5,951) (2,337) (2,940)
Purchases of nuclear decommissioning trust investments
(10,123)
(5,715)
(2,337)
Proceeds from sale of assets 181
 
 

4

181


Other (32) 10
 29

40

(32)
10
Net cash used by investing activities (3,783) (4,354) (4,260)
(3,857)
(3,547)
(4,354)
Net increase (decrease) in cash and cash equivalents 9
 (12) (200)
Net (decrease) increase in cash and cash equivalents
(16)
9

(12)
Cash and cash equivalents, beginning of year 45
 57
 257

54

45

57
Cash and cash equivalents, end of year $54
 $45
 $57

$38

$54

$45


The accompanying notes are an integral part of these consolidated financial statements.
6650



Consolidated Statements of Changes in EquitySouthern California Edison Company
Equity Attributable to SCE    Equity Attributable to Edison International    
(in millions)Common
Stock
 Additional
Paid-in
Capital
 Accumulated
Other
Comprehensive
Income (Loss)
 Retained
Earnings
 Preferred
and
Preference
Stock
 Total
Equity
Common
Stock
 Additional
Paid-in
Capital
 Accumulated
Other
Comprehensive
Income (Loss)
 Retained
Earnings
 Preferred
and
Preference
Stock
 Total
Equity
Balance at December 31, 2010$2,168
 $572
 $(25) $5,572
 $920
 $9,207
Net income
 
 
 1,144
 
 1,144
Other comprehensive income
 
 1
 
 
 1
Dividends declared on common stock
 
 
 (461) 
 (461)
Dividends declared on preferred and preference stock
 
 
 (59) 
 (59)
Stock-based compensation and other
 11
 
 (21) 
 (10)
Noncash stock-based compensation and other
 15
 
 (2) 
 13
Issuance of preference stock
 (2) 
 
 125
 123
Balance at December 31, 2011$2,168
 $596
 $(24) $6,173
 $1,045
 $9,958
$2,168
 $596
 $(24) $6,173
 $1,045
 $9,958
Net income
 
 
 1,660
 
 1,660

 
 
 1,660
 
 1,660
Other comprehensive loss
 
 (5) 
 
 (5)
 
 (5) 
 
 (5)
Dividends declared on common stock
 
 
 (469) 
 (469)
 
 
 (469) 
 (469)
Dividends declared on preferred and preference stock
 
 
 (91) 
 (91)
 
 
 (91) 
 (91)
Stock-based compensation and other
 (13) 
 (44) 
 (57)
Noncash stock-based compensation and other
 18
 
 
 
 18
Stock-based compensation
 (13) 
 (44) 
 (57)
Noncash stock-based compensation
 18
 
 
 
 18
Issuance of preference stock
 (21) 
 
 825
 804

 (21) 
 
 825
 804
Redemption of preference stock
 1
 
 (1) (75) (75)
 1
 
 (1) (75) (75)
Balance at December 31, 2012$2,168
 $581
 $(29) $7,228
 $1,795
 $11,743
$2,168
 $581
 $(29) $7,228
 $1,795
 $11,743
Net income
 
 
 1,000
 
 1,000

 
 
 1,000
 
 1,000
Other comprehensive income
 
 18
 
 
 18

 
 18
 
 
 18
Dividends declared on common stock
 
 
 (486) 
 (486)
 
 
 (486) 
 (486)
Dividends declared on preferred and preference stock
 
 
 (100) 
 (100)
 
 
 (100) 
 (100)
Stock-based compensation and other
 1
 
 (44) 
 (43)
Noncash stock-based compensation and other
 15
 
 4
 
 19
Stock-based compensation
 1
 
 (44) 
 (43)
Noncash stock-based compensation
 15
 
 4
 
 19
Issuance of preference stock
 (13) 
 
 400
 387

 (13) 
 
 400
 387
Redemption of preference stock
 8
 
 (8) (400) (400)
 8
 
 (8) (400) (400)
Balance at December 31, 2013$2,168
 $592
 $(11) $7,594
 $1,795
 $12,138
$2,168
 $592
 $(11) $7,594
 $1,795
 $12,138
Net income
 
 
 1,565
 
 1,565
Other comprehensive loss
 
 (17) 
 
 (17)
Dividends declared on common stock
 
 
 (525) 
 (525)
Dividends declared on preferred and preference stock
 
 
 (112) 
 (112)
Stock-based compensation
 20
 
 (64) 
 (44)
Noncash stock-based compensation
 12
 
 (4) 
 8
Issuance of preference stock
 (6) 
 
 275
 269
Balance at December 31, 2014$2,168
 $618
 $(28) $8,454
 $2,070
 $13,282




The accompanying notes are an integral part of these consolidated financial statements.
6751



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.    Summary of Significant Accounting Policies
Organization and Basis of Presentation
Edison International is the parent holding company of Southern California Edison Company ("SCE"). SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of southern California. Edison International is also the parent company of subsidiaries that are engaged in competitive businesses related to the delivery or use of electricity.electricity (the "Competitive Businesses"). Such competitive business activities are currently not material to report as a separate business segment. These combined notes to the consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's consolidated financial statements include the accounts of Edison International, SCE and other wholly owned and controlled subsidiaries. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its nonutility subsidiaries. SCE's consolidated financial statements include the accounts of SCE and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated from the consolidated financial statements.
Edison International's and SCE's accounting policies conform to accounting principles generally accepted in the United States of America, including the accounting principles for rate-regulated enterprises, which reflect the ratemaking policies of the California Public Utility Commission ("CPUC") and the Federal Energy Regulatory Commission ("FERC"). SCE applies authoritative guidance for rate-regulated enterprises to the portion of its operations in which regulators set rates at levels intended to recover the estimated costs of providing service, plus a return on net investments in assets, or rate base. Regulators may also impose certain penalties or grant certain incentives. Due to timing and other differences in the collection of electric utility revenue, these principles require an incurred cost that would otherwise be charged to expense by a nonregulated entity to be capitalized as a regulatory asset if it is probable that the cost is recoverable through future rates; and conversely the principles require recording of a regulatory liability for amounts collected in rates to recover costs expected to be incurred in the future or amounts collected in excess of costs incurred.incurred and refundable to customers. SCE assesses, at the end of each reporting period, whether regulatory assets are probable of future recovery. See Note 1110 for composition of regulatory assets and liabilities.
Beginning in the fourth quarter of 2012, Edison Mission Energy ("EME") met the definition of a discontinued operation and was classified separately in Edison International's consolidated financial statements. Effective December 17, 2012, Edison International no longer consolidates the earnings and losses of EME or its subsidiaries and has reflected its ownership interest in EME utilizing the cost method of accounting prospectively. Except as indicated, amounts in the notes to the consolidated financial statements related to continuing operations of Edison International. See Note 16 for information related to discontinued operations.
The preparation of financial statements in conformity with United States generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.
Revision in Consolidated Statements of Cash Flows
The consolidated statements of cash flows of Edison International and SCE were revised to correct an error in the amount of purchases of nuclear decommissioning trust investments in the investing activities section of the consolidated statements of cash flows and in the amount attributable to the nuclear decommissioning trust in the operating activities section of the consolidated statements of cash flows. The revisions had no impact on the consolidated balance sheet, statements of income, comprehensive income, changes in equity or on the net change in cash and cash equivalents. Management believes the revisions do not have a material impact on the prior period financial statements. The following table presents the changes to the line items of the consolidated cash flow statements for the revision for the year ended December 31, 2013:
 Edison International SCE
(in millions)As Reported Adjustment As Revised As Reported Adjustment As Revised
Nuclear decommissioning trusts$312
 $(236) $76
 $312
 $(236) $76
Total cash provided by operating activities3,203
 (236) 2,967
 3,284
 (236) 3,048
Purchases of nuclear decommissioning trust investments(5,951) 236
 (5,715) (5,951) 236
 (5,715)
Total cash used by investing activities(3,808) 236
 (3,572) (3,783) 236
 (3,547)
There were also errors identified which had an inconsequential impact on the year ended December 31, 2012, and accordingly, revision of this year was not necessary.

52




Cash Equivalents
Cash equivalents included investments in money market funds. Generally, the carrying value of cash equivalents equals the fair value, as these investments have original maturities of 3 months or less. The cash equivalents were as follows:
Edison International SCEEdison International SCE
December 31,December 31,
(in millions)2013 2012 2013 20122014 2013 2014 2013
Money market funds$68
 $107
 $8
 $5
$35
 $68
 $5
 $8

68




Cash is temporarily invested until required for check clearing from the primary disbursement accounts.clearing. Checks issued, but not yet paid by the financial institution, are reclassified from cash to accounts payable at the end of each reporting period as follows:
Edison International SCEEdison International SCE
December 31,December 31,
(in millions)2013 2012 2013 20122014 2013 2014 2013
Cash reclassified to accounts payable$168
 $247
 $163
 $242
Book balances reclassified to accounts payable$180
 $168
 $177
 $163
Allowance for Uncollectible Accounts
Allowances for uncollectible accounts are provided based upon a variety of factors, including historical amounts written-off, current economic conditions and assessment of customer collectability.
Inventory
Inventory is primarily composed of materials, supplies and spare parts, and stated at the lower of cost or market, cost being determined by the average cost method.
As a result of the permanent retirement of San Onofre, SCE has reclassified $100 million of its material, supplies and spare parts to a regulatory asset, see Note 9 for further details.
Energy Credits and Allowances
Renewable energy certificates or credits ("RECs") represent rights established by governmental agencies for the environmental, social, and other nonpower qualities of renewable electricity generation. A REC, and its associated attributes and benefits, can be sold separately from the underlying physical electricity associated with a renewable-based generation source in certain markets.markets, including California. Retail sellers of electricity obtain RECs through renewable power purchase agreements, internal generation or separate purchases in the market to comply with renewables portfolio standards established inby certain such governmental agencies. RECs are the mechanism used to verify renewables portfolio standardsstandard compliance and are recognized at the lower of weighted-average cost or market when amounts purchased are in excess of the amounts needed to comply with RPS requirements. The cost of purchased RECs is recoverable as part of the cost of purchased power.
SCE is allocated greenhouse gas ("GHG") allowances annually which it is then required to sell them into quarterly auctions. GHG proceeds from the auctionauctions are recorded as a regulatory liability to be refunded to customers. SCE purchases GHG allowances fromin quarterly auctions or from bilateral parties to satisfy its GHG emission compliance obligations and recovers such costs of GHG allowances from customers. GHG allowances held for use are classified as "Other current assets" on the consolidated balance sheets and are stated, similar to an inventory method, at the lower of weighted-average cost or market. SCE had GHG allowances of $135$204 million and $41$135 million at December 31, 20132014 and 2012,2013, respectively. GHG emission obligations were $102$211 million and zero$128 million at December 31, 20132014 and 2012,2013, respectively and are classified as "Other current liabilities" on the consolidated balance sheets.
Property, Plant and Equipment
Plant additions, including replacements and betterments, are capitalized. SCE capitalizes as part of plant additions direct material and labor and indirect costs such as construction overhead, administrative and general costs, pension and benefits, and property taxes. The CPUC authorizes a rate for each of the indirect costs which are allocated to each project based on either labor or total costs. In addition, allowance for funds used during construction ("AFUDC") is capitalized by SCE for certain projects.

53




Estimated useful lives (authorized by the CPUC) and weighted-average useful lives of SCE's property, plant and equipment, are as follows:
 Estimated Useful Lives
Weighted-Average
Useful Lives
Generation plant1210 years to 60 years38 years
Distribution plant20 years to 60 years40 years
Transmission plant40 years to 65 years4648 years
General plant and other5 years to 60 years2322 years

69




As a result of the permanent retirement of San Onofre, SCE had reclassified property, plant and equipment, including nuclear fuel to a regulatory asset, see Note 9 for further information.
Depreciation of utility property, plant and equipment is computed on a straight-line, remaining-life basis. Depreciation expense was $1.33 billion, $1.31 billion and $1.26 billion for 2014, 2013and $1.16 billion for 2013, 2012 and 2011,, respectively. Depreciation expense stated as a percent of average original cost of depreciable utility plant was, on a composite basis, 4.2%4.0%, 4.3%4.2% and 4.3% for 20132014, 20122013 and 20112012, respectively. Replaced or retired property costs are charged to the accumulated provision for depreciation.
Nuclear fuel for the Palo Verde Nuclear Power Plant is recorded as utility plant (nuclear fuel in the fabrication and installation phase is recorded as construction in progress) in accordance with CPUC ratemaking procedures. Nuclear fuel is amortized using the units of production method.
AFUDC represents the estimated cost of debt and equity funds that finance utility-plant construction and is capitalized during certain plant construction. AFUDC is recovered in rates through depreciation expense over the useful life of the related asset. AFUDC equity represents a method to compensate SCE for the estimated cost of equity used to finance utility plant additions and is recorded as part of construction in progress. AFUDC equity was $7265 million, $9672 million and $96 million in 20132014, 20122013 and 20112012, respectively. AFUDC debt was $3325 million, $4033 million and $4240 million in 20132014, 20122013 and 20112012, respectively.
Major Maintenance
Major maintenance costs for SCE's power plant facilities and equipment are expensed as incurred.
Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation ("ARO") is recorded in the period in which it is incurred, including a liability for the fair value of a conditional ARO, if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. When an ARO liability is initially recorded, SCE capitalizes the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset.
SCE is in the process of developing a comprehensive decommissioning plan following its decision to permanently retire San Onofre. See Note 9 for further details. The ARO liability related to San Onofre increased by $455 million in the second quarter of 2013 based on an updated decommissioning cost estimate for the retirement of San Onofre Units 2 and 3. The total ARO liability related to San Onofre Units 2 and 3 at December 31, 2013 was $2.68 billion.
The following table summarizes the changes in SCE's ARO liability, including San Onofre and Palo Verde:
 December 31,
(in millions)2013 2012
Beginning balance$2,782
 $2,610
Accretion1
182
 161
Revisions455
 12
Liabilities settled(1) (1)
Ending balance$3,418
 $2,782
1
An ARO represents the present value of a future obligation. Accretion is an increase in the liability to account for the time value of money resulting from discounting.
AROs related to decommissioning of SCE's nuclear power facilities are based on site-specific studies conducted as part of each Nuclear Decommissioning Cost Triennial Proceeding ("NDCTP"). The initial establishment of a nuclear-related ARO is at fair value. Revisions of an ARO are established for updated site-specific decommissioning cost estimates. SCE adjusts its nuclear decommissioning obligation into a nuclear-related ARO regulatory asset and also records an ARO regulatory liability as a result of timing differences between the recognition of costs and the recovery of costs through the ratemaking process. For further discussion, see "Nuclear Decommissioning" below and Notes 4 and 10.

70




Impairment of Long-Lived Assets
Impairments of long-lived assets are evaluated based on a review of estimated future cash flows expected to be generated whenever events or changes in circumstances indicate that the carrying amount of such investments or assets may not be recoverable. If the carrying amount of a long-lived asset exceeds expected future cash flows, undiscounted and without interest charges, an impairment loss is recognized in the amount of the excess of fair value over the carrying amount. Fair value is determined via market, cost and income based valuation techniques, as appropriate. SCE's impaired assets are recorded as a regulatory asset if it is deemed probable that such amounts will be recovered from customers.
LeasesDue to the decision to early retire San Onofre Units 2 and 3, GAAP required reclassification of the amounts recorded in property, plant and equipment and related tangible operating assets to a regulatory asset to the extent that management concluded it was probable of recovery through future rates. Regulatory assets may also be recorded to the extent management concludes it is probable that direct and indirect costs incurred to retire Units 2 and 3 as of each reporting date are recoverable through future rates. In accordance with these requirements and as a result of its decision to retire San Onofre Units 2 and 3, SCE reclassified $1,521 million of its total investment in San Onofre at May 31, 2013 to a regulatory asset ("San Onofre Regulatory Asset") and recorded an impairment charge of $575 million ($365 million after-tax) in the second quarter of 2013.
In March 2014, SCE enters into power purchase agreements that may contain leases, as discussed under "Power Purchase Agreements" below. SCE has entered into a numbersettlement agreement with The Utility Reform Network ("TURN"), the CPUC's Office of agreements to lease propertyRatepayer Advocates ("ORA"), SDG&E, the Coalition of California Utility Employees, and equipmentFriends of the Earth (together, the "Settling Parties"). In September 2014, SCE and the Settling Parties entered into an Amended and Restated Settlement Agreement (the "San Onofre OII Settlement Agreement") which was approved by the CPUC on November 20, 2014. As a result of these developments, SCE recorded an additional pre-tax charge of approximately $163 million (approximately $72 million after-tax) during 2014. See Note 11 for further information on contingencies.

54




Nuclear Decommissioning and Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation ("ARO") is recorded in the normal courseperiod in which it is incurred, including a liability for the fair value of business. Minimum lease payments under operating leases are levelized (total minimum lease payments divideda conditional ARO, if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. When an ARO liability is initially recorded, SCE capitalizes the cost by increasing the number of yearscarrying amount of the lease)related long-lived asset. For each subsequent period, the liability is increased for accretion expense and recorded as rent expensethe capitalized cost is depreciated over the termsuseful life of the leases. Lease paymentsrelated asset.
AROs related to decommissioning of SCE's nuclear power facilities are based on site-specific studies conducted as part of each Nuclear Decommissioning Cost Triennial Proceeding ("NDCTP") conducted before the CPUC. Revisions of an ARO are established for updated site-specific decommissioning cost estimates. SCE adjusts its nuclear decommissioning obligation into a nuclear-related ARO regulatory asset and also records an ARO regulatory liability as a result of timing differences between the recognition of costs and the recovery of costs through the ratemaking process. For further discussion, see Notes 9 and 10.
The following table summarizes the changes in excess of the minimum are recorded as rent expense in the year incurred.SCE's ARO liability, including San Onofre and Palo Verde:
Capital leases are reported as long-term obligations on the consolidated balance sheets in "Other deferred credits and other long-term liabilities." As a rate-regulated enterprise, SCE's capital lease amortization expense and interest expense are reflected in "Purchased power" on the consolidated statements of income.
Nuclear Decommissioning
 December 31,
(in millions)2014 2013
Beginning balance$3,418
 $2,782
Accretion1
192
 182
Revisions(790) 455
Liabilities settled(1) (1)
Ending balance$2,819
 $3,418
1
An ARO represents the present value of a future obligation. Accretion is an increase in the liability to account for the time value of money resulting from discounting.
Decommissioning costs, which are recovered through non-bypassable customer rates over the term of each nuclear facility's operating license, are recorded as a component of depreciation expense, with a corresponding credit to the ARO regulatory liability. Amortization of the ARO asset (included within the unamortized nuclear investment) and accretion of the ARO liability are deferred as increases to the ARO regulatory liability account, resulting in no impact on earnings.
SCE has collected in rates amounts for the future costs of removal of its nuclear assets, and has placed those amounts in independent trusts. The cost of removal amounts, in excess of amounts collected for assets not legally required to be removed, are classified as regulatory liabilities.
The recorded liability to decommission SCE's nuclear power facilities is $2.7 billion as of December 31, 2014, based on decommissioning studies performed in 2010 for Palo Verde, in 2011 for San Onofre Unit 1 and in 2014 for San Onofre Units 2 and 3 following the decision to permanently retire San Onofre. See Note 11 for further details.
The San Onofre work plan developed for the revised estimate accelerated decommissioning activities beginning in 2013 from the prior assumption of 2022. In addition, certain activities that were previously forecasted to be completed at the end of the decommissioning period were accelerated over the next ten years. Although the changes in the decommissioning cost estimate for these activities in current dollars did not change significantly, the changes in timing, as well as revised escalation rates, reduced the present value of future decommissioning costs (using the 6.30% discount rate). The ARO liability related to San Onofre Units 2 and 3 decreased by $688 million in 2014 based on the updated decommissioning cost estimate. The total ARO liability related to San Onofre Units 2 and 3 at December 31, 2014 was $2.1 billion. Expenditures from June 7, 2013 through December 31, 2014 have been recorded as operation and maintenance costs and are treated as recoverable through GRC revenues, with the 2014 recorded costs being subject to customary prudency review. SCE has filed a request with the CPUC to authorize early release of nuclear decommissioning trust funds to recover SCE's share of costs from June 7, 2013 through the end of 2014. To the extent that costs are recovered from SCE's nuclear decommissioning trust as decommissioning costs, SCE intends to refund such amounts to customers as provided in the San Onofre OII Amended Settlement Agreement (as defined in Note 11). The ARO liability related to San Onofre Units 2 and 3 is lower than the present value of the decommissioning costs using current discount rates (approximately $3.0 billion at December 31, 2014).
In December 2014, SCE received a decision on its 2012 NDCTP for Palo Verde and San Onofre Unit 1. The total ARO liability related to Palo Verde decreased by $253 million in 2014 and San Onofre Unit 1 increased by $124 million based on the 2012 NDCTP estimate. The changes in the decommissioning cost estimate for Palo Verde reflect the license extension of

55




20 years as well as revised escalation rates, which reduced the present value of future decommissioning costs (using the 4.08% discount rate).
Changes in the estimated costs, timing of decommissioning or the assumptions underlying these estimates could cause material revisions to the estimated total cost to decommission. SCE currently estimates that it will spend approximately $7.4 billion through 2075 to decommission its nuclear facilities. This estimate is based on SCE's decommissioning cost methodology used for ratemaking purposes, escalated at rates ranging from 1.0% to 7.3% (depending on the cost element) annually. These costs are expected to be funded from independent decommissioning trusts. SCE estimates annual after-tax earnings on the decommissioning funds of 3.3% to 4.1%. If the assumed return on trust assets is not earned or costs escalate at higher rates, it is probable that additional funds needed for decommissioning will be recoverable through rates in the future.
Decommissioning expense under the ratemaking method was $5 million for 2014, and $22 million in 2013 and 2012. Total expenditures for the decommissioning of San Onofre Unit 1 were $602 million from the beginning of the project in 1998 through December 31, 2014.
Due to regulatory recovery of SCE's nuclear decommissioning expense, prudently incurred costs for nuclear decommissioning activities do not affect SCE's earnings. SCE's nuclear decommissioning costs are subject to CPUC review through the tri-annual regulatory proceeding. SCE's nuclear decommissioning trust investments primarily consist of debt and equity investments that are classified as available-for-sale. Due to regulatory mechanisms, earnings and realized gains and losses (including other-than-temporary impairments) have no impact on electric utility revenue. Unrealized gains and losses on decommissioning trust funds increase or decrease the trust assets and the related regulatory asset or liability and have no impact on electric utility revenue or decommissioning expense. SCE reviews each security for other-than-temporary impairment on the last day of each month. If the fair value on the last day of two consecutive months is less than the cost for that security, SCE recognizes a loss for the other-than-temporary impairment. If the fair value is greater or less than the cost for that security at the time of sale, SCE recognizes a related realized gain or loss, respectively.
Deferred Financing Costs
Debt premium, discount and issuance expenses incurred in connection with obtaining financing are deferred and amortized on a straight-line basis. Under CPUC ratemaking procedures, SCE's debt reacquisition expenses are amortized over the remaining life of the reacquired debt or, if refinanced, the life of the new debt. SCE had unamortized losses on reacquired debt of $222201 million and $228$222 million at December 31, 20132014 and 2012,2013, respectively, reflected as long-term "Regulatory assets" in the consolidated balance sheets. Edison International and SCE had unamortized debt issuance costs of $84 million and $79 million at December 31, 2013, respectively, and $73$83 million and $67$75 million at December 31, 20122014, respectively, and $84 million and $79 million at December 31, 2013, respectively, reflected in "Other long-term assets" on the consolidated balance sheets. Amortization of deferred financing costs charged to interest expense is as follows:
Edison International SCEEdison International SCE
December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Amortization of deferred financing costs charged to interest expense$47
 $30
 $34
 $46
 $29
 $33
$36
 $33
 $30
 $32
 $32
 $29

71




Revenue Recognition
Revenue is recognized when electricity is delivered and includes amounts for services rendered but unbilled at the end of each reporting period and reflected in "Electric utility"Operating revenue" on the consolidated income statements. Rates charged to customers are based on CPUCCPUC- and FERC-authorized revenue requirements. CPUC rates are implemented subsequent to final approval.
CPUC and FERC rates decouple authorized revenue from the volume of electricity sales. Differences between amounts collected and authorized levels are either collected from or refunded to customers, and therefore, SCE earns revenue equal to amounts authorized.
SCE remits to the California Department of Water Resources ("CDWR"), and does not recognize as revenue the amounts that SCE billed and collected from its customers for electric power purchased and sold by the CDWR to SCE's customers in 2011 as well as bond-related charges and direct access exit fees, both of which continue until 2022. These contracts were not considered a cost to SCE because SCE was acting as a limited agent to CDWR for these transactions. The amounts collected and remitted to CDWR were $1.1 billion in 2011, primarily related to the power contracts.
SCE bills certain sales and use taxes levied by state or local governments to its customers. Included in these sales and use taxes are franchise fees, which SCE pays to various municipalities (based on contracts with these municipalities) in order to operate within the limits of the municipality. SCE bills these franchise fees to its customers based on a CPUC-authorized rate. These franchise fees, which are required to be paid regardless of SCE's ability to collect from the customer, are accounted for

56




on a gross basis and reflected in electric utility revenue and other operation and maintenance expense. SCE's franchise fees billed to customers and recorded as electric utility revenue were$134 million, $116 million, and $98 million in 2014, 2013and $101 million2012 in 2013, 2012 and 2011,, respectively. When SCE bills and collects taxes from customers, these taxes are remitted to the taxing authorities and are not recognized as electric utility revenue.
Power Purchase Agreements
SCE enters into power purchase agreements in the normal course of business. A power purchase agreement may be considered a variable interest in a variable interest entity. Under this classification, the power purchase agreement is evaluated to determine if SCE is the primary beneficiary in the variable interest entity, in which case, such entity would be consolidated. None of SCE's power purchase agreements resulted in consolidation of a variable interest entity at December 31, 20132014 and 20122013. See Note 3 for further discussion of power purchase agreements that are considered variable interests.
A power purchase agreement may also contain a lease for accounting purposes. This generally occurs when a power purchase agreement (signed or modified after June 30, 2003) designates a specific power plant in which the buyer purchases substantially all of the output and does not otherwise meet a fixed price per unit of output exception. SCE has a number of power purchase agreements that contain leases. SCE's recognition of lease expense conforms to the ratemaking treatment for SCE's recovery of the cost of electricity and is recorded in purchased power. These agreements are classified as operating leases as electricity is delivered at rates defined in power sales agreements. See Note 1211 for further discussion of SCE's power purchase agreements, including agreements that are classified as capital leases for accounting purposes.
A power purchase agreement that does not contain a lease may be classified as a derivative subject to a normal purchase and sale exception, in which case the power purchase agreement is classified as an executory contract and accounted for on an accrual basis. Most of SCE's QF contracts are not required to be recorded on the consolidated balance sheets because they either do not meet the definition of a derivative or meet the normal purchase and sale exception. However, SCE purchases power fromunder certain QFs in which the contract pricing is based on a natural gas index, but the power is not generated with natural gas. These contracts that are not eligible for the normal purchase and sale exception and are recorded as a derivative on the consolidated balance sheets at fair value. See Note 6 for further information on derivatives and hedging activities.
Power purchase agreements that do not meet the above classifications are accounted for on an accrual basis.
Derivative Instruments and Hedging Activities
SCE records derivative instruments on its consolidated balance sheets as either assets or liabilities measured at fair value unless otherwise exempted from derivative treatment as normal purchases or sales. The normal purchases and sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. Realized gains and losses from SCE's derivative instruments are expected to be recovered from or refunded to customers through regulatory mechanisms and, therefore, SCE's fair value changes have no impact on purchased-

72




powerpurchased-power expenses or earnings. SCE does not use hedge accounting for derivative transactions due to regulatory accounting treatment.
Where SCE's derivative instruments are subject to a master netting agreement and certain criteria are met, SCE presents its derivative assets and liabilities on a net basis on its consolidated balance sheets. In addition, derivative positions are offset against margin and cash collateral deposits. The results of derivative activities are recorded as part of cash flows from operating activities on the consolidated statements of cash flows. See Note 6 for further information on derivative instruments.
Leases
SCE enters into power purchase agreements that may contain leases, as discussed under "Power Purchase Agreements" above. SCE has entered into a number of agreements to lease property and hedging activities.equipment in the normal course of business. Minimum lease payments under operating leases are levelized (total minimum lease payments divided by the number of years of the lease) and recorded as rent expense over the terms of the leases. Lease payments in excess of the minimum are recorded as rent expense in the year incurred.
Capital leases are reported as long-term obligations on the consolidated balance sheets in "Other deferred credits and other long-term liabilities." As a rate-regulated enterprise, SCE's capital lease amortization expense and interest expense are reflected in "Purchased power and fuel" on the consolidated statements of income.

57




Stock-Based Compensation
Stock options, performance shares, deferred stock units and restricted stock units have been granted under Edison International's long-term incentive compensation programs. Generally, Edison International does not issue new common stock for settlement of equity awards. Rather, a third party is used to purchase shares from the market and delivery for settlement of option exercises, performance shares and restricted stock units. Performance shares earned are settled half in cash and half in common stock; however, Edison International has discretion under certain of the awards to pay the half subject to cash settlement in common stock. Deferred stock units granted to management are settled in cash and represent a liability. Restricted stock units are settled in common stock; however, Edison International will substitute cash awards to the extent necessary to pay tax withholding or any government levies.
Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. For awards granted to retirement-eligible participants stock compensation expenses are recognized on a prorated basis over the initial year or over the period between the date of grant and the date the participant first becomes eligible for retirement.
Tax benefits related to stock-based compensation are recognized as a reduction to deferred taxes until the related tax deductions reduce current income taxes. When such event occurs, the tax benefits are then recognized through additional paid in capital. SCE allocates the tax benefits based on the provisions in the tax laws that identify the sequence in which the amounts are utilized for tax purposes.
SCE Dividend Restrictions
The CPUC regulates SCE's capital structure which limits the dividends it may pay Edison International. SCE may make distributions to Edison International as long as the common equity component of SCE's capital structure remains at or above the 48% on a 13-month weighted average basis. At December 31, 20132014, SCE's 13-month weighted-average common equity component of total capitalization was 49.2%48.4% and the maximum additional dividend that SCE could pay to Edison International under this limitation was approximately $24787 million, resulting in a restriction on. The remaining $13.2 billion of SCE's net assets of $11.9 billion.are restricted.
Earnings Per Share
Edison International computes earnings per common share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards payable in common shares, including performance shares and restricted stock units, which earn dividend equivalents on an equal basis with common shares once the awards are vested. EPS attributable to Edison International common shareholders was computed as follows:
Years ended December 31,Years ended December 31,
(in millions)2013 2012 20112014 2013 2012
Basic earnings per share – continuing operations:          
Income from continuing operations attributable to common shareholders$1,427
 $879
 $1,503
Participating securities dividends(1) 
 
Income from continuing operations available to common shareholders$879
 $1,503
 $1,041
$1,426
 $879
 $1,503
Weighted average common shares outstanding326
 326
 326
326
 326
 326
Basic earnings per share – continuing operations$2.70
 $4.61
 $3.20
$4.38
 $2.70
 $4.61
Diluted earnings per share – continuing operations:          
Income from continuing operations available to common shareholders$879
 $1,503
 $1,041
$1,426
 $879
 $1,503
Income impact of assumed conversions1
 (1) (1)1
 1
 (1)
Income from continuing operations available to common shareholders and assumed conversions$880
 $1,502
 $1,040
$1,427
 $880
 $1,502
Weighted average common shares outstanding326
 326
 326
326
 326
 326
Incremental shares from assumed conversions3
 4
 3
3
 3
 4
Adjusted weighted average shares – diluted329
 330
 329
329
 329
 330
Diluted earnings per share – continuing operations$2.67
 $4.55
 $3.17
$4.33
 $2.67
 $4.55

7358




In addition to the participating securities discussed above, Edison International also may award stock options which are payable in common shares and are included in the diluted earnings per share calculation. Stock option awards to purchase 3,977,894125,345, 7,492,5523,977,894 and 5,847,0947,492,552 shares of common stock for the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of the awards was greater than the average market price of the common shares during the respective periods and, therefore, the effect would have been antidilutive.
Income Taxes
Edison International and SCE estimate their income taxes for each jurisdiction in which they operate. This involves estimating current period tax expense along with assessing temporary differences resulting from differing treatment of items (such as depreciation) for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheets. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Investment tax credits are deferred and amortized to income tax expense over the lives of the properties or the term of the power purchase agreement of the respective project while production tax credits are recognized in income tax expense in the period in which they are earned.
Interest income, interest expense and penalties associated with income taxes are reflected in "Income tax expense" on the consolidated statements of income.
Edison International's eligible subsidiaries are included in Edison International's consolidated federal income tax and combined state tax returns. Edison International has tax-allocation and payment agreements with certain of its subsidiaries. Pursuant to an income tax-allocation agreement approved by the CPUC, SCE's tax liability is computed as if it filed its federal and state income tax returns on a separate return basis.
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest represents the portion of equity ownership in an entity that is not attributable to the equity holders of Edison International and which have rights to put their ownership back to a subsidiary of Edison International. Noncontrolling interest is initially recorded at fair value and is subsequently adjusted for income allocated to the noncontrolling interest and any distributions paid to the noncontrolling interest.
Certain solar rooftop projects for commercial customers are organized as limited liability companies and have a noncontrolling equity investor (referred to as tax equity investor) which is entitled to allocations of earnings, tax attributes and cash flows in accordance with contractual agreements that vary over time. This entity is consolidated for financial reporting purposes but is not subject to income taxes as the taxable income (loss) and investment tax credits are allocated to the respective owners. The total assets and liabilities of this entity consolidated at December 31, 2014 were $64 million and $39 million, respectively. Income (loss) of this entity is allocated to the noncontrolling interest based on the hypothetical liquidation at book value ("HLBV") accounting method. The HLBV accounting method is an approach that calculates the change in the claims of each member on the net assets of the investment at the beginning and end of each period. Each member’s claim is equal to the amount each party would receive or pay if the net assets of the investment were to liquidate at book value. Under the contract provisions, the tax equity investor’s claim on net assets decreases rapidly in early years due to allocation of tax benefits resulting in additional non-operating income allocated to Edison International ($3 million in 2014).
During the third quarter of 2014, indirect subsidiaries of Edison Energy entered into three non-recourse debt and tax equity financings designed to fund significantly all of their capital requirements for approximately 35 MW solar rooftop projects. The tax equity investors in these solar rooftop projects receive 99% of taxable profits and losses and tax credits of the projects as determined for Federal income tax purposes for a six-year period following the completion of the portfolio of projects and receive a priority return of 2% of their investment per year. After the six -year period, the tax equity investor receives 5% of the taxable profits and losses and cash flow. A subsidiary of Edison International has a call option for a nine-month period following five years after completion of the portfolio of projects to purchase the tax equity investors interest at fair value as defined in the applicable agreement and the tax equity investor has the right to put its ownership interest to such subsidiary in the event that the call option is not exercised.


59




New Accounting Guidance
Accounting Guidance Adopted in 2013
Offsetting Assets and Liabilities
In January 2013, the FASB issued accounting standard updates modifying the disclosure requirements about the nature of an entity's right of offsetting recognized assets and liabilities in the statement of financial position under master netting agreements and similar arrangements associated with derivative instruments, repurchase agreements and securities lending transactions. The guidance requires increased disclosure of the gross and net recognized assets and liabilities, collateral positions and descriptions of setoff rights. Edison International and SCE adopted this guidance effective January 1, 2013. The adoption of this standard did not impact the consolidated income statements, balance sheets or cash flows of Edison International or SCE. See Note 6 for further details.
Items Reclassified Out of Accumulated Other Comprehensive Income
In February 2013, the FASB issued an accounting standards update which requires disclosure related to items reclassified out of accumulated other comprehensive income ("AOCI"). The guidance requires companies to present separately, for each component of other comprehensive income, current period reclassifications and the remainder of the current-period other comprehensive income. In addition, for certain current period reclassifications, an entity is required to disclose the effect of the item reclassified out of AOCI on the respective line item(s) of net income. Edison International and SCE adopted this guidance effective January 1, 2013. See Note 14 for further details.
Accounting Guidance Not Yet Adopted
In July 2013,On May 28, 2014, the FASBFinancial Accounting Standards Board issued an accounting standards update that will require that an unrecognized tax benefit be presented on revenue recognition including enhanced disclosures. Under the balance sheet asnew standard, revenue is recognized when (or as) a reductiongood or service is transferred to the customer and the customer obtains control of a deferred tax asset for a net operating loss ("NOL")the good or tax credit carryforward under certain circumstances.service. Edison International and SCE adoptedare currently evaluating this new guidance which is effective January 1, 20142017 and it did not have a materialcannot determine the impact on the consolidated financial statements.of this standard at this time.

74




Note 2.    Property, Plant and Equipment
SCE's property, plant and equipment included in the consolidated balance sheets is composed of the following:
 December 31,
(in millions)2013 2012
Transmission$9,117
 $7,059
Distribution17,874
 16,872
Generation2,856
 4,455
General plant and other4,674
 4,358
Accumulated depreciation(7,493) (7,424)
 27,028
 25,320
Construction work in progress3,219
 4,271
Nuclear fuel, at amortized cost132
 609
Total utility property, plant and equipment$30,379
 $30,200
As a result of the permanent retirement of San Onofre, SCE reclassified utility plant and nuclear fuel into a regulatory asset. For further details, see Note 9.
 December 31,
(in millions)2014 2013
Transmission$10,391
 $9,117
Distribution19,255
 17,874
Generation2,986
 2,856
General plant and other4,889
 4,674
Accumulated depreciation(8,132) (7,493)
 29,389
 27,028
Construction work in progress3,339
 3,219
Nuclear fuel, at amortized cost131
 132
Total utility property, plant and equipment$32,859
 $30,379
Capitalized Software Costs
SCE capitalizes costs incurred during the application development stage of internal use software projects to property, plant, and equipment. SCE amortizes capitalized software costs ratably over the expected lives of the software, ranging from 5 to 15 years and commencing upon operational use. At December 31, 20132014 and 20122013, capitalized software costs included in general plant and other above, were $1.61.7 billion and $1.51.6 billion and accumulated amortization was $839 million1.0 billion and $651839 million, respectively. Amortization expense for capitalized software was $251271 million, $217251 million and $156217 million in 20132014, 20122013 and 20112012, respectively. At December 31, 20132014, amortization expense is estimated to be approximately $255275 million annually for 20142015 through 20182019.
Jointly Owned Utility Projects
SCE owns interests in several generating stations and transmission systems for which each participant provides its own financing. SCE's proportionate share of these projects is reflected in the consolidated balance sheets and included in the above table. SCE's proportionate share of expenses for each project is reflected in the consolidated statements of income. A portion of the investments in Palo Verde generating stations is included in regulatory assets on the consolidated balance sheets. For further information see Note 11.10.
The following is SCE's investment in each project as of December 31, 20132014:
(in millions)Plant in ServiceConstruction Work in Progress
Accumulated
Depreciation
Nuclear Fuel
(at amortized cost)
Net Book Value 
Ownership
Interest
Plant in ServiceConstruction Work in Progress
Accumulated
Depreciation
Nuclear Fuel
(at amortized cost)
Net Book Value 
Ownership
Interest
Transmission systems:    
Eldorado$87
$10
$15
$
$82
 62%$88
$81
$17
$
$152
 62%
Pacific Intertie189
7
74

122
 50%191
14
74

131
 50%
Generating stations:    
Palo Verde (nuclear)1,842
77
1,505
132
546
 16%1,871
83
1,529
131
556
 16%
Total$2,118
$94
$1,594
$132
$750
 $2,150
$178
$1,620
$131
$839
 
In addition to the projects above, SCE has ownership interests in jointly owned power poles with other companies.

7560




Sale of Interests in Four Corners Units 4 and 5
In December 2013, SCE completed the sale of its ownership interest in Units 4 and 5 of the Four Corners Generating Station, a coal-fired electric generating facility in New Mexico, to the operator of the facility, Arizona Public Service Company and received net proceeds of approximately $181 million. Under the sale agreement, SCE remains responsible for its pro-rata share of certain environmental liabilities, including penalties arising from environmental violations arising prior to the sale. The sale of Four Corners resulted in a $166 million benefit to SCE's ratepayerscustomers and, therefore, willdid not affect SCE's earnings.
Note 3.    Variable Interest Entities
A VIE is defined as a legal entity whosethat meets one of two conditions: (1) the equity owners do not have sufficient equity at risk, or as a group,(2) the holders of the equity investment at risk, as a group, lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE. A subsidiary of Edison International is the primary beneficiary of an entity that owns rooftop solar projects (for further information, see Note 1). Commercial and operating activities are generally the factors that most significantly impact the economic performance of such VIEs. Commercial and operating activities include construction, operation and maintenance, fuel procurement, dispatch and compliance with regulatory and contractual requirements.
Variable Interest in VIEs that are not Consolidated
Power Purchase Contracts
SCE has power purchase agreements ("PPAs") that are classified as variable interests in VIEs, including tolling agreements through which SCE provides the natural gas to fuel the plants and contracts with qualifying facilities ("QFs") that contain variable pricing provisions based on the price of natural gas. SCE has concluded that it is not the primary beneficiary of these VIEs since it does not control the commercial and operating activities of these entities. Since payments for capacity are the primary source of income, the most significant economic activity for these VIEs is the operation and maintenance of the power plants.
As of the balance sheet date, the carrying amount of assets and liabilities in SCE's consolidated balance sheet that relate to its involvement with VIEs result from amounts due under the PPAs or the fair value of those derivative contracts. Under these contracts, SCE recovers the costs incurred through demonstration of compliance with its CPUC-approved long-term power procurement plans. SCE has no residual interest in the entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 12.11. As a result, there is no significant potential exposure to loss to SCE from its variable interest in these VIEs. The aggregate contracted capacity dedicated to SCE for these VIE projects was 5,641 MW and 5,183 MW and 2,198 MW at December 31, 20132014 and 2012,2013, respectively, and the amounts that SCE paid to these projects were $715$739 million and $397$715 million for the years ended December 31, 20132014 and 2012,2013, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.
Unconsolidated Trusts of SCE
SCE Trust I, Trust II, and Trust IIIII were formed in 2012, 2013, and 2013,2014, respectively, for the exclusive purpose of issuing the 5.625%, 5.10%, and 5.10%5.75% trust preference securities, respectively (“("trust securities”securities"). The trusts are VIEs. SCE has concluded that it is not the primary beneficiary of these VIEs as it does not have the obligation to absorb the expected losses or the right to receive the expected residual returns of the trusts. SCE Trust I, Trust II, and Trust IIIII issued $475trust securities in the face amount of $475 million, $400 million, and $400$275 million,, respectively, (cumulative, liquidation amount of $25$25 per share) to the public and $10,000$10,000 of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series F, Series G, and Series GH Preference Stock issued by SCE in the principal amount of $475$475 million, $400 million, and $400$275 million (cumulative, $2,500$2,500 per share liquidation value), respectively, which have substantially the same payment terms as the trust securities.
The Series F, Series G, and Series GH Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series F, Series G, or Series GH Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust (for further information see Note 13)12). The applicable trust will make distributions at the same rate and on the same dates on the applicable series of trust securities when and if the SCE board of directors declares and makes dividend payments on the Series F, Series G, or Series GH Preference Stock. The applicable trusts will use any dividends it receives on the Series F, Series G, or Series GH Preference Stock to make its corresponding

61




distributions on the applicable series of trust securities. If SCE does not make a dividend payment to either trust,any of these trusts, SCE would be prohibited from paying dividends on its

76




common stock. SCE has fully and unconditionally guaranteed the payment of the trust securities and trust distributions, if and when SCE pays dividends on the Series F, and Series G, or Series H Preference Stock.
The Trust I and Trust II balance sheets as of December 31, 3013,2014, and 20122013 consisted of investments of $475$475 million and $400$400 million in the Series F and Series G Preference Stock respectively, $475$475 million and $400$400 million of trust securities, respectively and $10,000$10,000 each of common stock. The Trust III balance sheet as of December 31, 2014 consisted of investments of $275 million in the Series H Preference Stock, $275 million of trust securities, and $10,000 of common stock.
The followingtable provides a summary of the trusts' income statements consisted of both dividend income and dividend distributions in the amounts for Trust I of $27 million and $17 million for the years ended statements:December 31, 2013 and 2012, respectively, and $19 million for the year ending December 31, 2013 for Trust II.

Years ended December 31,
(in millions)Trust I Trust II Trust III
2014
 
 
Dividend income$27
 $20
 $13
Dividend distributions27
 20
 13
2013
 
 
Dividend income$27
 $19
 *
Dividend distributions27
 19
 *
2012
 
 
Dividend income$17
 *
 *
Dividend distributions17
 *
 *
* Not applicable
Note 4.    Fair Value Measurements
Recurring Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an "exit price"). Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk. As of December 31, 20132014 and 20122013, nonperformance risk was not material for Edison International and SCE.
Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.
Level 1 – The fair value of Edison International and SCE's Level 1 assets and liabilities is determined using unadjusted quoted prices in active markets that are available at the measurement date for identical assets and liabilities. This level includes exchange-traded equity securities and derivatives, U.S. treasury securities and money market funds.
Level 2 – Edison International and SCE's Level 2 assets and liabilities include fixed income securities, primarily consisting of U.S. government and agency bonds, municipal bonds and corporate bonds, and over-the-counter derivatives. The fair value of fixed income securities is determined using a market approach by obtaining quoted prices for similar assets and liabilities in active markets and inputs that are observable, either directly or indirectly, for substantially the full term of the instrument.
The fair value of SCE's over-the-counter derivative contracts is determined using an income approach. SCE uses standard pricing models to determine the net present value of estimated future cash flows. Inputs to the pricing models include forward published or posted clearing prices from exchanges (New York Mercantile Exchange and Intercontinental Exchange) for similar instruments and discount rates. A primary price source that best represents trade activity for each market is used to develop observable forward market prices in determining the fair value of these positions. Broker quotes, prices from exchanges or comparison to executed trades are used to validate and corroborate the primary price source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity.

62




Level 3 – The fair value of SCE's Level 3 assets and liabilities is determined using the income approach through various models and techniques that require significant unobservable inputs. This level includes over-the-counter options, tolling arrangements and derivative contracts that trade infrequently such as congestion revenue rights ("CRRs") and long-term power agreements. Edison International Parent and Other does not have any Level 3 assets and liabilities.
Assumptions are made in order to value derivative contracts in which observable inputs are not available. Changes in fair value are based on changes to forward market prices, including extrapolation of short-term observable inputs into forecasted prices for illiquid forward periods. In circumstances where fair value cannot be verified with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. Modeling methodologies, inputs and techniques are reviewed and assessed as markets continue to develop and more pricing information becomes available and the fair value is adjusted when it is concluded that a change in inputs or techniques would result in a new valuation that better reflects the fair value of those derivative contracts.
SCE
The following table sets forth assets and liabilities of SCE that were accounted for at fair value by level within the fair value hierarchy:
December 31, 2013December 31, 2014
(in millions)Level 1 Level 2 Level 3 
Netting
and
Collateral1
 TotalLevel 1 Level 2 Level 3 
Netting
and
Collateral1
 Total
Assets at fair value                  
Derivative contracts$
 $11
 $372
 $(10) $373
$
 $
 $321
 $
 $321
Other39
 
 
 
 39
33
 
 
 
 33
Nuclear decommissioning trusts:                  
Stocks2
2,208
 
 
 
 2,208
2,031
 
 
 
 2,031
Fixed income3
841
 1,102
 
 
 1,943
703
 1,350
 
 
 2,053
Short-term investments, primarily cash equivalents331
 
 
 
 331
606
 166
 
 
 772
Subtotal of nuclear decommissioning trusts4
3,380
 1,102
 
 
 4,482
3,340
 1,516
 
 
 4,856
Total assets3,419
 1,113
 372
 (10) 4,894
3,373
 1,516
 321
 
 5,210
Liabilities at fair value                  
Derivative contracts
 37
 1,177
 (20) 1,194

 86
 1,223
 (61) 1,248
Total liabilities
 37
 1,177
 (20) 1,194

 86
 1,223
 (61) 1,248
Net assets (liabilities)$3,419
 $1,076
 $(805) $10
 $3,700
$3,373
 $1,430
 $(902) $61
 $3,962

63




December 31, 2012December 31, 2013
(in millions)Level 1 Level 2 Level 3 
Netting
and
Collateral1
 TotalLevel 1 Level 2 Level 3 
Netting
and
Collateral1
 Total
Assets at fair value                  
Derivative contracts$
 $8
 $221
 $(15) $214
$
 $11
 $372
 $(10) $373
Other13
 
 
 
 13
39
 
 
 
 39
Nuclear decommissioning trusts: 
  
  
  
  
 
  
  
  
  
Stocks2
2,271
 
 
 
 2,271
2,208
 
 
 
 2,208
Fixed income3
477
 1,180
 
 
 1,657
841
 1,102
 
 
 1,943
Short-term investments, primarily cash equivalents121
 
 
 
 121
331
 
 
 
 331
Subtotal of nuclear decommissioning trusts4
2,869
 1,180
 
 
 4,049
3,380
 1,102
 
 
 4,482
Total assets2,882
 1,188
 221
 (15) 4,276
3,419
 1,113
 372
 (10) 4,894
Liabilities at fair value                  
Derivative contracts
 115
 1,012
 (62) 1,065

 37
 1,177
 (20) 1,194
Total liabilities
 115
 1,012
 (62) 1,065

 37
 1,177
 (20) 1,194
Net assets (liabilities)$2,882
 $1,073
 $(791) $47
 $3,211
$3,419
 $1,076
 $(805) $10
 $3,700
1 
Represents the netting of assets and liabilities under master netting agreements and cash collateral across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.
2 
Approximately 70%73% and 66%70% of SCE's equity investments were located in the United States at December 31, 20132014 and 20122013, respectively.
3 
Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $4749 million and $5647 million at December 31, 20132014 and 20122013, respectively.
4 
Excludes net payables of $57 million at December 31, 2014 and net receivables of $12 million at December 31, 2013 and net payables of $1 million at December 31, 2012, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.

77




Edison International
Assets measured at fair value consisted of money market funds of $68$35 million and $10768 million at December 31, 20132014 and 20122013, respectively, classified as Level 1.
SCE Fair Value of Level 3
The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:
 December 31, December 31,
(in millions) 2013 2012 2014 2013
Fair value of net liabilities at beginning of period $(791) $(754) $(805) $(791)
Total realized/unrealized gains (losses):        
Included in regulatory assets and liabilities1
 23
 (70) (97) 23
Purchases 65
 104
 27
 65
Settlements (102) (71) (27) (102)
Fair value of net liabilities at end of period $(805) $(791) $(902) $(805)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period $33
 $(119) $(166) $33
1 
Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.
Edison International and SCE recognize the fair value for transfers in and transfers out of each level at the end of each reporting period. There were no transfers between any levels during 20132014 and 20122013.

64




Valuation Techniques Used to Determine Fair Value
The process of determining fair value is the responsibility of SCE's risk management department, which report to SCE's chief financial officer. This department obtains observable and unobservable inputs through broker quotes, exchanges and internal valuation techniques that use both standard and proprietary models to determine fair value. Each reporting period, the risk and finance departments collaborate to determine the appropriate fair value methodologies and classifications for each derivative. Inputs are validated for reasonableness by comparison against prior prices, other broker quotes and volatility fluctuation thresholds. Inputs used and valuations are reviewed period-over-period and compared with market conditions to determine reasonableness.
The following table sets forth SCE's valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 assets and liabilities:
 Fair Value (in millions) SignificantRange
 Assets LiabilitiesValuation Technique(s)Unobservable Input(Weighted Average)
Congestion revenue rights   
December 31, 2013$366
 $
Market simulation modelLoad forecast7,603 MW - 24,896MW
     Power prices$(9.86) - $108.56
     Gas prices$3.50 - $7.10
December 31, 2012186
 
Market simulation modelLoad forecast7,597 MW - 26,612 MW
     Power prices$(13.90) - $226.75
     Gas prices$2.95 - $7.78
Tolling      
December 31, 20135
 1,175
Option modelVolatility of gas prices16% - 35% (21%)
     Volatility of power prices25% - 45% (30%)
     Power prices$38.00 - $63.90 ($47.40)
December 31, 20124
 1,005
Option modelVolatility of gas prices17% - 36% (22%)
     Volatility of power prices26% - 64% (29%)
     Power prices$35.00 - $84.10 ($55.40)

78
 Fair Value (in millions) SignificantRange
 Assets LiabilitiesValuation Technique(s)Unobservable Input(Weighted Average)
Congestion revenue rights   
December 31, 2014$317
 $
Market simulation modelLoad forecast7,630 MW - 25,431 MW
     
Power prices1
$1.65 - $109.95
     
Gas prices2
$3.65 - $6.53
December 31, 2013366
 
Market simulation modelLoad forecast7,603 MW - 24,896 MW
     
Power prices1
$(9.86) - $108.56
     
Gas prices2
$3.50 - $7.10
Tolling      
December 31, 20144
 1,207
Option modelVolatility of gas prices13% - 53% (20%)
     Volatility of power prices25% - 42% (30%)
     Power prices$30.60 - $61.40 ($44.60)
December 31, 20135
 1,175
Option modelVolatility of gas prices16% - 35% (21%)
     Volatility of power prices25% - 45% (30%)
     Power prices$38.00 - $63.90 ($47.40)

1    Prices are in dollars per megawatt-hour.
2    Prices are in dollars per million British thermal units.



Level 3 Fair Value Sensitivity
Congestion Revenue Rights
For CRRs, where SCE is the buyer, generally increases (decreases) in forecasted load in isolation would result in increases (decreases) to the fair value. In general, an increase (decrease) in electricity and gas prices at illiquid locations tends to result in increases (decreases) to fair value; however, changes in electricity and gas prices in opposite directions may have varying results on fair value.
Tolling Arrangements
The fair values of SCE's tolling arrangements contain intrinsic value and time value. Intrinsic value is the difference between the market price and strike price of the underlying commodity. Time value is made up of several components, including volatility, time to expiration, and interest rates. The option model for tolling arrangements reflects plant specific information such as operating and start-up costs.
For tolling arrangements where SCE is the buyer, increases in volatility of the underlying commodity prices would result in increases to fair value as it represents greater price movement risk. As power and gas prices increase, the fair value of tolling arrangements tends to increase. The valuation of tolling arrangements is also impacted by the correlation between gas and power prices. As the correlation increases, the fair value of tolling arrangements tends to decline.

65




Nuclear Decommissioning Trusts
SCE's investment policies and CPUC requirements place limitations on the types and investment grade ratings of the securities that may be held by the nuclear decommissioning trust funds. These policies restrict the trust funds from holding alternative investments and limit the trust funds' exposures to investments in highly illiquid markets. With respect to equity and fixed income securities, the trustee obtains prices from third-party pricing services which SCE is able to independently corroborate as described below. A primary price source is identified by the trustee based on asset type, class or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the trustee or SCE's investment managers challenge an assigned price and determine that another price source is considered to be preferable. Parameters and predetermined tolerance thresholds are established by asset class based on past experience and an understanding of valuation process techniques. The trustee “scrubs”"scrubs" prices against defined parametersparameters' tolerances and performs research and resolves variances beyond the set parameters. SCE reviewed the process/procedures of both the pricing services and the trustee to gain an understanding of the inputs/assumptions and valuation techniques used to price each asset type/class and to reach a conclusion that their pricing controls are satisfactory. This consisted of SCE's review of their written detailed process/procedures and service organization control reports, as well as follow-up conversations based on our written questions. This assists SCE in determining if the valuations represent exit price fair value and that investments are appropriately classified in the fair value hierarchy. Additionally, SCE corroborates the fair values of securities by comparison to other market-based price sources obtained by SCE's investment managers. Differences outside established thresholds are followed-up with the trustee and resolved. The results of this process have demonstrated that vendor and trustee pricing controls are satisfactory. For each reporting period, SCE reviews the trustee determined fair value hierarchy and overrides the trustee level classification when appropriate. Due to its regulatory treatment, SCE's fair value transactions are recovered in rates. 
Fair Value of Long-Term Debt Recorded at Carrying Value
The carrying value and fair value of Edison International and SCE's long-term debt:debt (including current portion of long-term debt):
December 31, 2013 December 31, 2012December 31, 2014 December 31, 2013
(in millions)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Edison International$10,426
 $11,084
 $9,231
 $10,944
$10,738
 $12,319
 $10,426
 $11,084
SCE10,022
 10,656
 8,828
 10,505
9,924
 11,479
 10,022
 10,656
The fair value of Edison International and SCE's short-term and long-term debt is classified as Level 2 and is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes of new issue prices and relevant credit information.
The carrying value of Edison International and SCE's trade receivables and payables, other investments, and short-term debt approximates fair value.

7966




Note 5.    Debt and Credit Agreements
Long-Term Debt
The following table summarizes long-term debt (rates and terms are as of December 31, 20132014) of Edison International and SCE:
December 31,December 31,
(in millions)2013 20122014 2013
Edison International Parent and Other:      
Debentures and notes:      
2017 (3.75%)$400
 $400
2015 – 2017 (0% to 3.75%)$817
 $400
Other long-term debt4
 4
2
 4
Current portion of long-term debt(1) 
(204) (1)
Unamortized debt discount, net
 (1)(5) 
Total Edison International Parent and Other403
 403
610
 403
SCE:      
First and refunding mortgage bonds:      
2014 – 2043 (3.5% to 6.05% and floating)8,975
 7,775
2015 – 2043 (1.125% to 6.05%)8,875
 8,975
Pollution-control bonds:      
2028 – 2035 (1.375% to 5.0% and variable)939
 939
940
 939
Bonds repurchased(161) (161)(161) (161)
Debentures and notes:      
2029 – 2053 (5.06% to 6.65%)307
 307
307
 307
Current portion of long-term debt(600) 
(300) (600)
Unamortized debt discount, net(38) (32)(37) (38)
Total SCE9,422
 8,828
9,624
 9,422
Total Edison International$9,825
 $9,231
$10,234
 $9,825
Edison International and SCE long-term debt maturities over the next five years are the following:
(in millions)Edison International SCEEdison International SCE
2014$601
 $600
2015300
 300
$504
 $300
2016401
 400
615
 400
2017400
 
900
 500
2018400
 400
400
 400
2019
 
Project Financings
During 2014, indirect subsidiaries of Edison International entered into a $31.6 million non-recourse debt financing to support investment in approximately 35 megawatts of solar rooftop projects. The financing is required to be converted to a 7-year term loan during 2015, subject to meeting specified conditions. As of December 31, 2014, there was $5.1 million outstanding under this financing at a weighted average interest rate of 2.67% which is currently classified as short-term debt.
During 2014, an indirect subsidiary of Edison International entered into an $80 million non-recourse debt financing to support equity contributions in solar rooftop projects. The maturity date of any borrowings under this agreement is December 31, 2036. There were no loans outstanding under this agreement at December 31, 2014.

67




Liens and Security Interests
Almost all of SCE's properties are subject to a trust indenture lien. SCE has pledged first and refunding mortgage bonds as collateral for borrowed funds obtained from pollution-control bonds issued by government agencies. SCE has a debt covenant that requires a debt to total capitalization ratio be met. At December 31, 20132014, SCE was in compliance with this debt covenant.

80All of the properties subject to the Edison Energy project financings discussed above are subject to a lien.




Credit Agreements and Short-Term Debt
The following table summarizes the status of the credit facilities at December 31, 20132014:
(in millions)Edison International Parent SCEEdison International Parent SCE
Commitment$1,250
 $2,750
$1,250
 $2,750
Outstanding borrowings(34) (175)(619) (367)
Outstanding letters of credit
 (116)
 (109)
Amount available$1,216
 $2,459
$631
 $2,274
In 2013,2014, SCE and Edison International Parent amended their credit facilities to extend the maturity dates to July 20182019 for $2.75 billion and $1.25 billion, respectively. The credit facility for SCE is generally used to support commercial paper and letters of credit issued for procurement-related collateral requirements, balancing account undercollections and for general corporate purposes, including working capital requirements to support operations and capital expenditures. Borrowings under Edison International Parent's credit facility are used for general corporate purposes.
At December 31, 2013,2014, SCE's outstanding commercial paper was $175$367 million at a weighted-average interest rate of 0.24%0.40%. The commercial paper was supported by the $2.75 billion multi-year revolving credit facility. At December 31, 2013,2014, letters of credit issued under SCE's credit facility aggregated $116$109 million and are scheduled to expire in twelve months or less. At December 31, 2012,2013, the outstanding commercial paper was $175$175 million at a weighted-average interest rate of 0.37%0.24%.
At December 31, 2013,2014, Edison International Parent's outstanding commercial paper was $34$619 million at a weighted-average interest rate of 0.55%0.45%. This commercial paper was supported by the $1.25 billion multi-year revolving credit facility. At December 31, 2012, Edison International Parent had no2013, the outstanding short-term debt.commercial paper was $34 million at a weighted-average interest rate of 0.55%.
Financing Subsequent to December 31, 2013
In JanuaryDuring the first quarter of 2014, SCE issued $300 million of floating rate first and refunding mortgage bonds due in January 2015. The proceeds from this bondthese bonds were used for working capital to fund the ERRA balancing account undercollections.
Financing Subsequent to December 31, 2014
In January 2015, SCE issued $550 million of 1.845% amortizing first and refunding mortgage bonds due in 2022, $325 million of 2.40% first and refunding mortgage bonds due in 2022, and $425 million of 3.6% first and refunding mortgage bonds due in 2045. The proceeds were used to repay outstanding debt and for general corporate purposes.
Note 6.    Derivative Instruments and Hedging Activities
Derivative financial instruments are used to manage exposure to commodity price risk. These risks are managed in part by entering into forward commodity transactions, including options, swaps and futures. To mitigate credit risk from counterparties in the event of nonperformance, master netting agreements are used whenever possible and counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.
Commodity Price Risk
Commodity price risk represents the potential impact that can be caused by a change in the market value of a particular commodity. SCE's electricity price exposure arises from energy purchased from and sold to wholesale markets as a result of differences between SCE's load requirements and the amount of energy delivered from its generating facilities and power purchase agreements. SCE's natural gas price exposure arises from natural gas purchased for the Mountainview power plant and peaker plants, QF contracts where pricing is based on a monthly natural gas index and power purchase agreements in which SCE has agreed to provide the natural gas needed for generation, referred to as tolling arrangements.

68




Credit and Default Risk
Credit and default risk represents the potential impact that can be caused if a counterparty were to default on its contractual obligations and SCE would be exposed to spot markets for buying replacement power or selling excess power. In addition, SCE would be exposed to the risk of non-payment of accounts receivable, primarily related to the sales of excess power and realized gains on derivative instruments.
Certain power contracts contain master netting agreements or similar agreements, which generally allows counterparties subject to the agreement to setoff amounts when certain criteria are met, such as in the event of default. The objective of netting is to reduce credit exposure. Additionally, to reduce SCE's risk exposures counterparties may be required to pledge collateral depending on the credit worthiness of each counterparty and the risk associated with the transaction.

81




Certain power contracts contain a provision that requires SCE to maintain an investment grade rating from each of the major credit rating agencies, referred to as a credit-risk-related contingent feature. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the derivative liability or post additional collateral. The net fair value of all derivative liabilities with these credit-risk-related contingent features was $4953 million and $649 million as of December 31, 20132014 and 20122013, respectively, for which SCE has posted $13 million of collateral at December 31, 2014 and no collateral at December 31, 2013 to its counterparties for the respective periods.counterparties. If the credit-risk-related contingent features underlying these agreements were triggered on December 31, 20132014, SCE would be required to post collateral in the amount of $540 million, excluding the impact of unpaid closed positions as their settlementadditional collateral of which $25 million is not impacted by the credit-risk-related contingent features.related to outstanding payables that are net of collateral already posted.
Fair Value of Derivative Instruments
SCE presents its derivative assets and liabilities on a net basis on its consolidated balance sheets when subject to master netting agreements or similar agreements. Derivative positions are offset against margin and cash collateral deposits. In addition, SCE has provided collateral in the form of letters of credit. Collateral requirements can vary depending upon the level of unsecured credit extended by counterparties, changes in market prices relative to contractual commitments and other factors. See Note 4 for a discussion of fair value of derivative instruments. The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:
 December 31, 2013   December 31, 2014  
 Derivative Assets Derivative Liabilities   Derivative Assets Derivative Liabilities Net
Liability
(in millions) Short-Term Long-Term Subtotal Short-Term Long-Term Subtotal Net
Liability
 Short-Term Long-Term Subtotal Short-Term Long-Term Subtotal 
Commodity derivative contracts              Commodity derivative contracts            
Gross amounts recognized $141
 $251
 $392
 $178
 $1,045
 $1,223
 $831
 $104
 $219
 $323
 $259
 $1,052
 $1,311
 $988
Gross amounts offset in consolidated balance sheets (19) 
 (19) (19) 
 (19) 
 (2) 
 (2) (2) 
 (2) 
Cash collateral posted1
 
 
 
 (7) (3) (10) (10) 
 
 
 (61) 
 (61) (61)
Net amounts presented in the consolidated balance sheets $122
 $251
 $373
 $152
 $1,042
 $1,194
 $821
 $102
 $219
 $321
 $196
 $1,052
 $1,248
 $927
 December 31, 2012   December 31, 2013  
 Derivative Assets Derivative Liabilities   Derivative Assets Derivative Liabilities Net
Liability
(in millions) Short-Term Long-Term Subtotal Short-Term Long-Term Subtotal Net
Liability
 Short-Term Long-Term Subtotal Short-Term Long-Term Subtotal 
Commodity derivative contracts              Commodity derivative contracts            
Gross amounts recognized $151
 $91
 $242
 $186
 $954
 $1,140
 $898
 $141
 $251
 $392
 $178
 $1,045
 $1,223
 $831
Gross amounts offset in consolidated balance sheets (22) (6) (28) (22) (6) (28) 
 (19) 
 (19) (19) 
 (19) 
Cash collateral posted1
 
 
 
 (38) (9) (47) (47) 
 
 
 (7) (3) (10) (10)
Net amounts presented in the consolidated balance sheets $129
 $85
 $214
 $126
 $939
 $1,065
 $851
 $122
 $251
 $373
 $152
 $1,042
 $1,194
 $821
1 
In addition, at December 31, 20132014 and 20122013, SCE had posted $1936 million and $819 million, respectively, of collateral that is not offset against derivative liabilities and is reflected in "Other current assets" on the consolidated balance sheets.

69




Income Statement Impact of Derivative Instruments
SCE recognizes realized gains and losses on derivative instruments as purchased power expense and expects that such gains or losses will be part of the purchase power costs recovered from customers. As a result, realized gains and losses do not affect earnings, but may temporarily affect cash flows. Due to expected future recovery from customers, unrealized gains and losses are recorded as regulatory assets and liabilities and therefore also do not affect earnings. The results of derivative activities and related regulatory offsets are recorded in cash flows from operating activities in the consolidated statements of cash flows.

82




The following table summarizes the components of SCE's economic hedging activity:
 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
Realized losses $(56) $(227) $(165) $(57) $(56) $(227)
Unrealized gains (losses) 93
 125
 (768) (147) 93
 125
Notional Volumes of Derivative Instruments
The following table summarizes the notional volumes of derivatives used for SCE hedging activities:
 Economic Hedges Economic Hedges
Unit ofDecember 31,Unit ofDecember 31,
CommodityMeasure2013 2012Measure2014 2013
Electricity options, swaps and forwardsGWh6,274
 15,884GWh3,618
 6,274
Natural gas options, swaps and forwardsBcf12
 100Bcf83
 12
Congestion revenue rightsGWh149,234
 149,774GWh122,859
 149,234
Tolling arrangementsGWh87,991
 101,485GWh79,989
 87,991
Note 7.    Income Taxes
Current and Deferred Taxes
Edison International's sources of income (loss) before income taxes are:
 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
Income from continuing operations before income taxes $1,221
 $1,861
 $1,668
 $1,979
 $1,221
 $1,861
Discontinued operations before income taxes 
 (2,235) (1,931) (525) 
 (2,235)
Income (loss) before income tax $1,221
 $(374) $(263) $1,454
 $1,221
 $(374)

70




The components of income tax expense (benefit) by location of taxing jurisdiction are:
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Current:                      
Federal$(97) $
 $(279) $(119) $
 $(275)$(99) $(97) $
 $(89) $(119) $
State(9) 
 80
 (19) 50
 91
20
 (9) 
 101
 (19) 50
(106) 
 (199) (138) 50
 (184)(79) (106) 
 12
 (138) 50
Deferred:                      
Federal317
 132
 727
 345
 136
 757
454
 317
 132
 476
 345
 136
State31
 135
 40
 72
 28
 28
68
 31
 135
 (14) 72
 28
348
 267
 767
 417
 164
 785
522
 348
 267
 462
 417
 164
Total continuing operations242
 267
 568
 279
 214
 601
443
 242
 267
 474
 279
 214
Discontinued operations(36) (549) (853) 
 
 
Discontinued operations1
(710) (36) (549) 
 
 
Total$206
 $(282) $(285) $279
 $214
 $601
$(267) $206
 $(282) $474
 $279
 $214

83




1
See Note 15 for a discussion of discontinued operations related to EME.
The components of net accumulated deferred income tax liability are:
Edison International SCEEdison International SCE
December 31,December 31,
(in millions)2013 2012 2013 20122014 2013 2014 2013
Deferred tax assets:              
Property and software related$523
 $600
 $523
 $600
$572
 $523
 $571
 $523
Unrealized gains and losses579
 491
 569
 477
Nuclear decommissioning trust assets in excess of nuclear ARO liability441
 569
 441
 569
Loss and credit carryforwards2,228
 1,515
 427
 125
1,657
 2,228
 205
 427
Regulatory balancing accounts139
 80
 139
 80
18
 139
 18
 139
Pension and PBOPs264
 275
 86
 99
510
 283
 321
 105
Other721
 723
 563
 625
582
 712
 445
 544
Sub-total4,454
 3,684
 2,307
 2,006
3,780
 4,454
 2,001
 2,307
Less valuation allowance1,380
 1,017
 
 
29
 1,380
 
 
Total3,074
 2,667
 2,307
 2,006
3,751
 3,074
 2,001
 2,307
Deferred tax liabilities:              
Property-related7,879
 7,289
 7,869
 7,279
8,709
 7,879
 8,699
 7,869
Capitalized software costs318
 325
 318
 325
285
 318
 285
 318
Regulatory balancing accounts625
 296
 625
 296
577
 625
 577
 625
Unrealized gains and losses569
 477
 569
 477
Nuclear decommissioning trust assets441
 569
 441
 569
PBOPs227
 6
 227
 6
Other503
 471
 399
 379
274
 497
 171
 393
Total9,894
 8,858
 9,780
 8,756
10,513
 9,894
 10,400
 9,780
Accumulated deferred income tax liability, net$6,820
 $6,191
 $7,473
 $6,750
$6,762
 $6,820
 $8,399
 $7,473
Classification of accumulated deferred income taxes, net:              
Included in deferred credits and other liabilities$7,241
 $6,127
 $7,737
 $6,669
$7,214
 $7,241
 $8,190
 $7,737
Included in current liabilities (assets)(421) 64
 (264) 81
(452) (421) 209
 (264)

71




Net Operating Loss and Tax Credit Carryforwards
AsThe amounts of December 31, 2013, Edison International has $1.9 billion of net operating loss carryforwards (tax effected) of which $36 million expire between 2015 and 2025, and the remainder expires in 2031 and 2032. Edison International also has $399 million of federal tax credit carryforwards of which $376 million expire between 2029 and 2033 and the remainder has no expiration date.(after-tax) are as follows:
 Edison International SCE
 December 31, 2014
(in millions)Loss Carryforwards Credit Carryforwards Loss Carryforwards Credit Carryforwards
2015 to 2019$3
 $
 $14
 $
2020 to 20331,213
 405
 132
 39
No expiration date
 36
 
 20
Total$1,216
 $441
 $146
 $59
As of December 31, 2013,2014, Edison International and SCE has $371 million ofhad federal net operating loss carryforwards (tax effected) of which $18 million expire between 2015 and 2017, and the remainder expire in 2031 and 2033. SCE also has $55 million of federal tax credit carryforwards of which $41 million expire between 2030 and 2033 and the remainder has no expiration date.
Edison International has recorded deferred tax assets related to net operating lossesthe tax benefit on employee stock plans that would be recorded to additional paid-in capital when realized for the amount of $42 million and tax credit carryforwards that pertain$22 million.
Change in Valuation Allowance Related to Edison International's consolidated or combined federal and state tax returns, including approximately $1.6 billion related to EME. Edison International continues to consolidate EME for federal and certain combined state tax returns. EME’s
EME's Plan of Reorganization, filed in December 2013, ("December Plan of Reorganization"), providesprovided for the transfer of Edison International’sInternational's ownership interest to the creditors which would result in a tax deconsolidation of EME. Under federal and state tax regulations, the tax deconsolidation of EME willwould reduce the amounts of net operating loss and tax credits carryforwards that Edison International would be eligible to use in future periods. As a result of EME's December Plan of Reorganization that would result in a tax deconsolidation of EME, Edison International has recorded a valuation allowance of $1.380$1.38 billion based on the estimated amount of such benefits as calculated under the applicable federal and state tax regulations as of December 31, 2013. The deferred
On April 1, 2014, under the Amended Plan of Reorganization, EME emerged from bankruptcy free of liabilities but remained an indirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax benefits recognized bypurposes. Edison International lessanticipates realization of the federal and California tax benefits before they expire. Therefore, the valuation allowance for amountson the federal and California tax benefits that would no longer be available upon tax deconsolidation of EMEEdison International recorded in 2013 was approximately $220 million.released in 2014. See Note 1615 for subsequent eventsdiscontinued operations related to the EME bankruptcy.

84




As of December 31, 2013, Edison International has a tax basis of $544 million (tax-effected) in the stock of EME. To the extent that Edison International's tax basis in EME stock is positive upon tax deconsolidation, Edison International may be entitled to claim a tax deduction equal to the amount of its tax basis. A change in Edison International’s tax basis in the stock of EME can result from a number of items, including, but not limited to, utilization of net operating loss carryforwards and tax payments. Edison International has not recorded a deferred tax asset at December 31, 2013 related to potential tax benefits from a tax deduction related to its tax basis in EME.
Effective Tax Rate
The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:

72




Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Income from continuing operations before income taxes$1,221
 $1,861
 $1,668
 $1,279
 $1,874
 $1,745
$1,979
 $1,221
 $1,861
 $2,039
 $1,279
 $1,874
Provision for income tax at federal statutory rate of 35%427
 652
 584
 448
 656
 611
693
 427
 652
 714
 448
 656
Increase (decrease) in income tax from: 
  
  
  
  
   
  
  
  
  
  
Items presented with related state income tax, net: 
  
  
  
  
   
  
  
  
  
  
Repair deductions1

 (231) 
 
 (231) 
Repair deductions
 
 (231) 
 
 (231)
State tax, net of federal benefit18
 108
 85
 34
 54
 80
56
 18
 108
 55
 34
 54
Property-related2
(192) (223) (46) (192) (223) (46)
Property-related1
(252) (216) (223) (252) (216) (223)
Accumulated deferred income tax adjustments
 (41) (30) 
 (41) (30)
 
 (41) 
 
 (41)
Change related to uncertain tax positions14
 40
 
 14
 36
 (3)5
 14
 40
 12
 14
 36
San Onofre OII settlement(23) 24
 
 (23) 24
 
Other(25) (38) (25) (25) (37) (11)(36) (25) (38) (32) (25) (37)
Total income tax expense from continuing operations$242
 $267
 $568
 $279
 $214
 $601
$443
 $242
 $267
 $474
 $279
 $214
Effective tax rate19.8% 14.3% 34.1% 21.8% 11.4% 34.4%22.4% 19.8% 14.3% 23.2% 21.8% 11.4%
1 
Edison International made a voluntary election in 2009 to change its tax accounting method for certain repair costs incurred on SCE's transmission, distribution and generation assets. Regulatory treatment for the 2009 2011 incremental repairs deductions taken after the 2009 tax accounting method change resulted in SCE recognizing a $231 million earnings benefit in 2012.
2
Includes incremental repair benefit recorded in 2013 and 2012.2012 to 2014. See discussion of repair deductions below.
The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences which reverse over time. Flow-through items reduce current authorized revenue requirements in SCE's rate cases and result in a regulatory asset for recovery of deferred income taxes in future periods. The difference between the authorized amounts in SCE's rate cases and the recorded flow-through items also result in increases or decreases in regulatory assets with a corresponding impact on the effective tax rate to the extent that recorded deferred amounts are expected to be recovered in future rates.
Repair Deductions
Edison International made a voluntary election in 2009 to change its tax accounting method for certain tax repair costs incurred on SCE's transmission, distribution and generation assets. Regulatory treatment for these temporary differences resultsthe 2009 2011 incremental repair deductions taken after the 2009 tax accounting method change resulted in recordingSCE recognizing a $231 million earnings benefit in 2012. Incremental repair deductions represent amounts recognized for regulatory assets and liabilitiesaccounting purposes in excess of amounts included in the authorized revenue requirements through the General Rate Case ("GRC") proceedings. Incremental repair deductions for amounts that would otherwise be recorded to deferredthe years 2012 – 2014 resulted in additional income tax expense.benefits of $133 million in 2014, $89 million in 2013, and $115 million in 2012.
SCE included estimated repair deductions in its 2015 GRC currently before the CPUC. As part of these proceedings, TURN recommended a reduction in revenue requirement related to repair deductions that originated during the period 20122014. SCE cannot predict the outcome of the 2015 GRC related to the treatment of repair deductions for prior periods.
Accounting for Uncertainty in Income Taxes
Authoritative guidance related to accounting for uncertainty in income taxes requires an enterprise to recognize, in its financial statements, the best estimate of the impact of a tax position by determining if the weight of the available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained upon examination. The guidance requires the disclosure of all unrecognized tax benefits, which includes both the reserves recorded for tax positions on filed tax returns and the unrecognized portion of affirmative claims.

8573




Unrecognized Tax Benefits
The following table provides a reconciliation of unrecognized tax benefits for continuing and discontinued operations:
Edison International SCEEdison International SCE
December 31,December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Balance at January 1,$812
 $631
 $565
 $571
 $373
 $329
$815
 $812
 $631
 $532
 $571
 $373
Tax positions taken during the current year:                      
Increases19
 33
 39
 22
 35
 34
65
 19
 33
 57
 22
 35
Tax positions taken during a prior year:                      
Increases43
 177
 102
 45
 169
 82
1
 43
 177
 
 45
 169
Decreases(109) (11) (75) (106) (6) (72)
Increases (decreases) – deconsolidation of EME 1
50
 (18) 
 
 
 
Decreases for settlements during the period
 
 
 
 
 
Decreases1
(143) (109) (11) (93) (106) (6)
Increases (decreases) – deconsolidation of EME2

 50
 (18) 
 
 
Decreases for settlements during the period3
(162) 
 
 (55) 
 
Balance at December 31,$815
 $812
 $631
 $532
 $571
 $373
$576
 $815
 $812
 $441
 $532
 $571
1
Decreases in prior year tax positions relate primarily to re-measurement of uncertain tax positions in connection with the settlement of the 20032006 IRS audit.
2
Unrecognized tax benefits of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for tax liabilities thatfor which Edison International isand EME are jointly liable with EME under the Internal Revenue Code and applicable state statues.statutes. See Note 1615 for further information. During 2013, Edison International increased the amount of unrecognized tax benefits related to the taxable gain on sale of EME’s international assets by approximately $50 million as a result of unfavorable developments during the fourth quarter of 2013.
3
In the fourth quarter of 2014, Edison International has settled all open tax positions with the IRS for taxable year 2003 through 2006. Edison International has previously made cash deposits which are sufficient to settle all outstanding liabilities for this audit cycle. Total liabilities included tax reserves, previously settled issues and the associated interest and penalties.
As of December 31, 20132014 and 2012,2013, if recognized, $653$503 million and $622$653 million respectively, of the unrecognized tax benefits would impact Edison International's effective tax rate; and $374$370 million and $388$374 million,, respectively, of the unrecognized tax benefits would impact SCE's effective tax rate.
SCE estimates the amount of unrecognized regulatory tax benefits for flow-through tax items using the same accounting guidance for uncertain tax positions. Accordingly, a change in the amount of flow-through tax items from an audit by a tax authority impacts the amount of regulatory tax benefits recognized by SCE. It is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by approximately $96 million due to a change in estimate of a tax position subject to flow through regulatory treatment.
Tax Disputes
The IRS examination phase of tax years 2003 through 2006 was completed in the fourth quarter of 2010, which included proposed adjustments for the following two items:
A proposed adjustment increasing the taxable gain on the 2004 sale of EME's international assets, which if sustained, would result in a federal tax payment of approximately $206 million, including interest and penalties through December 31, 2013, see Note 16.
A proposed adjustment to disallow a component of SCE's repair allowance deduction, which if sustained, would result in a federal tax payment of approximately $100 million, including interest through December 31, 2013.
Edison International disagrees with the proposed adjustments and filed a protest with the IRS in the first quarter of 2011. During the fourth quarter of 2013, the Internal Revenue Service advised Edison International that it intends to issue technical advice adverse to Edison International supporting the proposed adjustment by IRS examination increasing the taxable gain on the 2004 sale of EME’s international assets (the technical advice adverse to Edison International was received in February 2014). The technical advice did not address penalties. Edison International is continuing to protest the asserted penalty with IRS Appeals. Edison International anticipates that the IRS will issue a deficiency notice for the tax, interest and possibly penalties related to this issue at the conclusion of the IRS appeals process. After the receipt of such deficiency notice, Edison International will have 90 days to file a petition in United States Tax Court. If a petition is not timely filed, Edison International anticipates after the expiration of the 90-day period, the IRS will assess the underpayment of tax, interest and penalties, if any, and demand payment.

86




Tax Years 2007 – 2009
The IRS examination phase of tax years 2007 through 2009 was completed during the first quarter of 2013. Edison International received a Revenue Agent Report from the IRS on February 28, 2013 which included a proposed adjustment to disallow a component of SCE's percentagerepair allowance deduction (similar to the 2003 – 2006 tax years).deduction. The proposed adjustment to disallow a component of SCE's percentage repair allowance deduction, if sustained, would result in a federal tax paymentliability of approximately $74$76 million, including interest through December 31, 2013.2014. In December 2014, Edison International disagrees with the proposed adjustment and filedreached a protesttentative agreement with the IRS regarding SCE's percentage repair allowance deduction for 2007 to 2009, which if finalized, would result in April 2013.a federal tax liability of approximately $16 million, including interest through December 31, 2014.

74




Tax Years 2010 – 2012
A Revenue Agent Report from the IRS is expected to be received from the examination phase of tax years 2010 through 2012 within the next six months. After receipt of the Revenue Agent Report, SCE expects to update its assessment of uncertain tax positions.
Accrued Interest and Penalties
The total amount of accrued interest and penalties related to income tax liabilities for continuing and discontinued operations are:
Edison International SCEEdison International SCE
December 31,Years ended December 31,
(in millions)2013 2012 2013 20122014 2013 2014 2013
Accrued interest and penalties$406
 $278
 $88
 $87
$338
 $406
 $64
 $88
The net after-tax interest and penalties recognized in income tax expense for continuing and discontinued operations are:
Edison International SCEEdison International SCE
December 31,December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Net after-tax interest and penalties tax benefit (expense)$(3) $(10) $(8) $2
 $(11) $(8)$41
 $(3) $(10) $16
 $2
 $(11)
Note 8.    Compensation and Benefit Plans
Employee Savings Plan
The 401(k) defined contribution savings plan is designed to supplement employees' retirement income. The following employer contributions were made for continuing operations:
Edison International SCEEdison International SCE
(in millions)Years ended December 31,Years ended December 31,
2014$71
 $70
2013$76
 $76
76
 76
201285
 84
85
 84
201184
 83
Pension Plans and Postretirement Benefits Other Than Pensions
Pension Plans
Noncontributory defined benefit pension plans (some with cash balance features) cover most employees meeting minimum service requirements. SCE recognizes pension expense for its nonexecutive plan as calculated by the actuarial method used for ratemaking. The expected contributions (all by the employer) for Edison International and SCE are approximately $200$119 million and $173$92 million,, respectively, for the year ending December 31, 2014.2015. Annual contributions made by SCE to most of SCE's pension plans are anticipated to be recovered through CPUC-approved regulatory mechanisms. Annual contributions to these plans are expected to be, at a minimum, equal to the related annual expense.

87




The funded position of Edison International's pension is sensitive to changes in market conditions. Changes in overall interest rate levels significantly affect the company's liabilities, while assets held in the various trusts established to fund Edison International's long-term pension are affected by movements in the equity and bond markets. Due to SCE's regulatory recovery treatment, a regulatory asset has been recorded equal to the unfunded status is offset by a regulatory asset.
Non-Executive Retirement Plan Liabilities of EME
The employees of EME and its subsidiaries participate in a number of qualified retirement plans that are sponsored by either Edison International or SCE. Under these benefit plans EME is obligated to make contributions to fund the costs of the plans. Edison International Parent has not guaranteed the obligations of EME, however, under the Internal Revenue Code and applicable state statutes, Edison International Parent is jointly liable for qualified retirement plans. As a result of the EME Chapter 11 bankruptcy filing, Edison International has a long-term liability of $35 million and $80 million at December 31, 2013 and 2012, respectively, related to employees of EME participation in these plans which is reflected in the table below. For further information on the EME Chapter 11 bankruptcy filing, refer to(See Note 16.
Transfer of Certain Pension Benefits to Edison International
In 2012, Edison International agreed to assume the liabilities for active employees of SCE and EME under the specified plans related to pension benefits. During bankruptcy, EME is obligated to fund costs incurred on an after tax basis each pay period while SCE is obligated to reimburse Edison International upon settlement of liabilities on an after tax basis.10).

8875




Information on pension plan assets and benefit obligations for continuing and discontinued operations is shown below.
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2013 20122014 2013 2014 2013
Change in projected benefit obligation              
Projected benefit obligation at beginning of year$4,948
 $4,493
 $4,434
 $4,112
$4,178
 $4,948
 $3,721
 $4,434
Service cost174
 179
 154
 156
133
 174
 124
 154
Interest cost182
 196
 164
 176
181
 182
 159
 164
Liability transferred to Edison International
 23
 
 (92)
Actuarial (gain) loss(330) 370
 (277) 318
469
 (330) 386
 (277)
Curtailment
 (26) 
 
Curtailment gain(5) 
 
 
Benefits paid(796) (253) (754) (236)(449) (796) (391) (754)
Deconsolidation of EME1

 (34) 
 
Other10
 
 
 
Projected benefit obligation at end of year$4,178
 $4,948
 $3,721
 $4,434
$4,517
 $4,178
 $3,999
 $3,721
Change in plan assets              
Fair value of plan assets at beginning of year$3,542
 $3,153
 $3,320
 $2,971
$3,477
 $3,542
 $3,236
 $3,320
Actual return on plan assets540
 460
 505
 431
257
 540
 240
 505
Employer contributions191
 182
 165
 154
169
 191
 132
 165
Benefits paid(796) (253) (754) (236)(449) (796) (391) (754)
Fair value of plan assets at end of year$3,477
 $3,542
 $3,236
 $3,320
$3,454
 $3,477
 $3,217
 $3,236
Funded status at end of year$(701) $(1,406) $(485) $(1,114)$(1,063) $(701) $(782) $(485)
Amounts recognized in the consolidated balance sheets consist of:       
Amounts recognized in the consolidated balance sheets consist of 1:
       
Current liabilities$(15) $(19) $(5) $(6)$(27) $(15) $(5) $(5)
Long-term liabilities(686) (1,387) (480) (1,108)(1,036) (686) (777) (480)
$(701) $(1,406) $(485) $(1,114)$(1,063) $(701) $(782) $(485)
Amounts recognized in accumulated other comprehensive loss consist of:              
Net loss$30
 $127
 $33
 $40
$102
 $30
 $31
 $33
Amounts recognized as a regulatory asset:              
Prior service cost$25
 $30
 $25
 $30
$20
 $25
 $20
 $25
Net loss328
 999
 328
 999
640
 328
 640
 328
$353
 $1,029
 $353
 $1,029
$660
 $353
 $660
 $353
Total not yet recognized as expense$383
 $1,156
 $386
 $1,069
$762
 $383
 $691
 $386
Accumulated benefit obligation at end of year$4,015
 $4,609
 $3,599
 $4,171
$4,356
 $4,015
 $3,881
 $3,599
Pension plans with an accumulated benefit obligation in excess of plan assets:              
Projected benefit obligation$4,178
 $4,948
 $3,721
 $4,434
$4,517
 $4,178
 $3,999
 $3,721
Accumulated benefit obligation4,015
 4,609
 3,599
 4,171
4,356
 4,015
 3,881
 3,599
Fair value of plan assets3,477
 3,542
 3,236
 3,320
3,454
 3,477
 3,217
 3,236
Weighted-average assumptions used to determine obligations at end of year:              
Discount rate4.75% 3.75% 4.75% 3.75%3.85% 4.75% 3.85% 4.75%
Rate of compensation increase4.0% 4.5% 4.0% 4.5%4.0% 4.0% 4.0% 4.0%
1 
The retirement plan liabilities of EME have been deconsolidated asSCE liability excludes a result of the bankruptcy filing by EME, except for qualified pension plans thatlong-term payable due to Edison International is jointly liable with EME under the Internal Revenue Code. See Note 16 for further information.Parent of $121 million and $95 million at December 31, 2014 and 2013, respectively, related to certain SCE postretirement benefit obligations transferred to Edison International Parent.
Edison International and SCE adopted new mortality tables that the Society of Actuaries released in October 2014 that reflect an increase in life expectancy. At December 31, 2014, this adoption resulted in an increase in Edison International's pension plans' projected benefit obligation of $214 million, including $199 million for SCE.

8976




Pension expense components for continuing operations are:
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Service cost$162
 $163
 $149
 $159
 $160
 $145
$133
 $162
 $163
 $128
 $159
 $160
Interest cost170
 183
 196
 167
 180
 192
181
 170
 183
 164
 167
 180
Expected return on plan assets(222) (217) (226) (222) (217) (225)(229) (222) (217) (213) (222) (217)
Settlement costs1
87
 5
 
 85
 4
 
45
 87
 5
 42
 85
 4
Curtailment gain(4) 
 
 
 
 
Amortization of prior service cost5
 3
 7
 5
 3
 7
5
 5
 3
 5
 5
 3
Amortization of net loss2
39
 61
 25
 35
 57
 22
12
 39
 61
 7
 35
 57
Expense under accounting standards241
 198
 151
 229
 187
 141
143
 241
 198
 133
 229
 187
Regulatory adjustment (deferred)(53) (19) (28) (53) (19) (28)8
 (53) (19) 8
 (53) (19)
Total expense recognized$188
 $179
 $123
 $176
 $168
 $113
$151
 $188
 $179
 $141
 $176
 $168
1 
Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International was $3 million and $2 million for the yearyears ended December 31, 2013.2014 and 2013, respectively.
2 
Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $11$9 million and $7$4 million, respectively, for the year ended December 31, 2013, respectively.2014. The amount reclassified for Edison International and SCE was $11 million and $7 million, respectively, for the year ended December 31, 2013.
Under GAAP, a settlement is recorded when lump-sum payments exceed estimated annual service and interest costs. Lump-sum payments to employees retiring in 2014 and 2013 from the SCE Retirement Plan (primarily due to workforce reductions described below) exceeded the estimated service and interest costs for the year.those years. A settlement requires re-measurement of both the plan pension obligations and plan assets as of the date of the settlement. The re-measurement of the SCE Retirement Plan during 2013 resultedRe-measurement assumption changes result in total actuarial gains of $563 million, including $558 million for SCE. The actuarialand losses which are combined with previous unrecognized gains are primarily due to an increase in the discount rate (from 3.75% at December 31, 2012 to 4.25% as of May 31, 2013, 4.50% as of August 31, 2013 and 4.75% as of December 31, 2013) due to higher interest rates and performance of the plan assets.
losses. After re-measurement, GAAP requires an acceleration of a portion of unrecognized net losses attributable to such lump-sum payments as additional pension expense as reflected in the above table. The additional pension expense related to SCE did not impact net income as such amounts are probable of recovery through future rates.
The projected benefit obligations exceeded the fair value of the SCE Retirement Plan assets by $478experienced total actuarial losses of $374 million, including $449$357 million for SCE during 2014 and gains of $563 million, including $558 million for SCE during 2013. The actuarial losses in 2014 were primarily due to a decrease in the discount rate (from 4.75% at December 31, 2013 compared to $1.11 billion, including $1.07 billion for SCE,4.00% as of August 31, 2014 and 3.85% as of December 31, 2014) due to lower interest rates. The actuarial gains in 2013 were primarily due to an increase in the discount rate (from 3.75% at December 31, 2012.2012 to 4.25% as of May 31, 2013, 4.50% as of August 31, 2013 and 4.75% as of December 31, 2013) due to higher interest rates and better than expected performance of the plan assets.

77




Other changes in pension plan assets and benefit obligations recognized in other comprehensive incomeloss for continuing operations:
 Edison International SCE
 Years ended December 31,
(in millions)2013 2012 2011 2013 2012 2011
Net (gain) loss$(33) $36
 $13
 $(24) $20
 $8
Amortization of net loss(13) (10) (11) (7) (6) (7)
Total recognized in other comprehensive loss$(46) $26
 $2
 $(31) $14
 $1
Total recognized in expense and other comprehensive income$142
 $205
 $125
 $145
 $182
 $114

90
 Edison International SCE
 Years ended December 31,
(in millions)2014 2013 2012 2014 2013 2012
Net (gain) loss$85
 $(33) $36
 $37
 $(24) $20
Amortization of net loss and other(13) (13) (10) (4) (7) (6)
Total recognized in other comprehensive loss$72
 $(46) $26
 $33
 $(31) $14
Total recognized in expense and other comprehensive loss$223
 $142
 $205
 $174
 $145
 $182




In accordance with authoritative guidance on rate-regulated enterprises, SCE records regulatory assets and liabilities instead of charges and credits to other comprehensive income (loss) for the portion of SCE's postretirement benefit plans that are recoverable in utility rates. The estimated pension amounts that will be amortized to expense in 20142015 for continuing operations are as follows:
(in millions)Edison International SCEEdison International SCE
Unrecognized net loss to be amortized1
$5
 $2
$34
 $30
Unrecognized prior service cost to be amortized5
 5
5
 5
1 
The amount of net loss expected to be reclassified from other comprehensive loss for Edison International's continuing operations and SCE is $6$12 million and $4$8 million, respectively.
Edison International and SCE used the following weighted-average assumptions to determine pension expense for continuing operations:
Years ended December 31,Years ended December 31,
2013 2012 20112014 2013 2012
Discount rate4.13% 4.5% 5.25%4.5% 4.13% 4.5%
Rate of compensation increase4.5% 4.5% 5.0%4.0% 4.5% 4.5%
Expected long-term return on plan assets7.0% 7.5% 7.5%7.0% 7.0% 7.5%
The following benefit payments, which reflect expected future service, are expected to be paid:
Edison International SCEEdison International SCE
(in millions)Years ended December 31,Years ended December 31,
2014$265
 $202
2015240
 208
$489
 $448
2016249
 214
302
 261
2017254
 219
302
 263
2018257
 227
303
 273
2019 – 20231,323
 1,196
2019316
 281
2020 – 20241,557
 1,414

78




Postretirement Benefits Other Than Pensions ("PBOP(s)")
Most employees retiring at or after age 55 with at least 10 years of service may be eligible for postretirement medical, dental, vision and life insurance benefits. Eligibility for a company contribution toward the cost of these benefits in retirement depends on a number of factors, including the employee's years of service, hire date, and retirement date. Under the terms of the Edison International Health and Welfare Plan (“("PBOP Plan”Plan") each participating employer (Edison International or its participating subsidiaries) is responsible for the costs and expenses of all PBOP benefits with respect to its employees and former employees. A participating employer may terminate the PBOP benefits with respect to its employees and former employees, as may SCE (as Plan sponsor), and, accordingly, the participants' PBOP benefits are not vested benefits.
The expected contributions (all(substantially all of which are expected to be made by the employer)SCE) for PBOP benefits for SCE are $14$59 million for the year ended December 31, 2014.2015. Annual contributions related to SCE employees made to SCE plans are anticipated to be recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the total annual expense for these plans.
SCE has established three voluntary employee beneficiary associations trusts (“("VEBA Trusts”Trusts") that can only be used to pay for retiree health care benefits of SCE. Once funded into the VEBA Trusts, neither SCE nor Edison International can subsequently terminate benefits and recover remaining amounts in the VEBA Trusts. Participants of the PBOP Plan do not have a beneficial interest in the VEBA Trusts. The VEBA Trust assets are sensitive to changes in market conditions. Changes in overall interest rate levels significantly affect the company's liabilities, while assets held in the various trusts established to fund Edison International's other postretirement benefits are affected by movements in the equity and bond markets. Due to SCE's regulatory recovery treatment, the unfunded status is offset by a regulatory asset.

9179




Information on PBOP Plan assets and benefit obligations for continuing and discontinued operations is shown below:
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2013 20122014 2013 2014 2013
Change in benefit obligation              
Benefit obligation at beginning of year$2,460
 $2,553
 $2,452
 $2,415
$2,220
 $2,460
 $2,211
 $2,452
Service cost49
 47
 48
 47
40
 49
 40
 48
Interest cost98
 108
 97
 108
117
 98
 117
 97
Special termination benefits11
 2
 11
 2
3
 11
 3
 11
Actuarial gain(313) (86) (312) (86)
Actuarial (gain) loss582
 (313) 582
 (312)
Plan participants' contributions18
 16
 18
 16
19
 18
 19
 18
Medicare Part D subsidy received
 4
 
 4
Benefits paid(103) (54) (103) (54)(197) (103) (197) (103)
Deconsolidation of EME1

 (130) 
 
Benefit obligation at end of year$2,220
 $2,460
 $2,211
 $2,452
$2,784
 $2,220
 $2,775
 $2,211
Change in plan assets              
Fair value of plan assets at beginning of year$1,800
 $1,570
 $1,800
 $1,570
$2,065
 $1,800
 $2,065
 $1,800
Actual return on assets317
 212
 317
 212
180
 317
 180
 317
Employer contributions33
 52
 33
 52
19
 33
 19
 33
Plan participants' contributions18
 16
 18
 16
19
 18
 19
 18
Medicare Part D subsidy received
 4
 
 4
Benefits paid(103) (54) (103) (54)(197) (103) (197) (103)
Fair value of plan assets at end of year$2,065
 $1,800
 $2,065
 $1,800
$2,086
 $2,065
 $2,086
 $2,065
Funded status at end of year$(155) $(660) $(146) $(652)$(698) $(155) $(689) $(146)
Amounts recognized in the consolidated balance sheets consist of:              
Current liabilities$(17) $(18) $(16) $(18)$(15) $(17) $(15) $(16)
Long-term liabilities(138) (642) (130) (634)(683) (138) (674) (130)
$(155) $(660) $(146) $(652)$(698) $(155) $(689) $(146)
Amounts recognized in accumulated other comprehensive loss (income) consist of:       
Amounts recognized in accumulated other comprehensive loss consist of:       
Net loss$4
 $5
 $
 $
$4
 $4
 $
 $
Amounts recognized as a regulatory asset (liability):              
Prior service credit$(54) $(89) $(54) $(89)$(19) $(54) $(19) $(54)
Net loss69
 610
 69
 610
577
 69
 577
 69
$15
 $521
 $15
 $521
$558
 $15
 $558
 $15
Total not yet recognized as expense$19
 $526
 $15
 $521
$562
 $19
 $558
 $15
Weighted-average assumptions used to determine obligations at end of year:              
Discount rate5.0% 4.25% 5.0% 4.25%4.16% 5.0% 4.16% 5.0%
Assumed health care cost trend rates:              
Rate assumed for following year7.75% 8.5% 7.75% 8.5%7.75% 7.75% 7.75% 7.75%
Ultimate rate5.0% 5.0% 5.0% 5.0%5.0% 5.0% 5.0% 5.0%
Year ultimate rate reached2020
 2020
 2020
 2020
2021
 2020
 2021
 2020
1
Edison International and SCE adopted new mortality tables that the Society of Actuaries released in October 2014 that reflect an increase in life expectancy. At December 31, 2014, this adoption resulted in an increase in Edison International's PBOP plans' accumulated projected benefit obligation of $308 million, including $307 million for SCE.
The postretirement plan liabilities of EME have been deconsolidated as a result of the bankruptcy filing by EME. EME Homer City, a subsidiary of EME terminated the benefits of its employees in the PBOP Plan during 2012. In January 2014, EME settled and the Bankruptcy Court approved the settlement of all the EME Homer City employee claims to the EME Homer City PBOP Plan. EME has requested approval of the Bankruptcy Court to terminate the benefits of its employees and employees of its subsidiaries in the PBOP Plan upon confirmation of their Plan of Reorganization. Participation in the PBOP Plan by employees of EME and its subsidiaries

9280




(other than Homer City) has been permitted under EME's shared services agreement approved by the Bankruptcy Court subject to funding of paid claims. Edison International is not obligated to continue to provide benefits to EME employees under the PBOP Plan, nor can the VEBA Trusts be used to pay for benefits of EME participants. See Note 16 for further information.
PBOP expense components for continuing operations are:
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Service cost$49
 $47
 $40
 $48
 $47
 $40
$40
 $49
 $47
 $40
 $48
 $47
Interest cost98
 108
 115
 97
 108
 114
117
 98
 108
 117
 97
 108
Expected return on plan assets(114) (108) (111) (114) (109) (111)(108) (114) (108) (108) (114) (109)
Special termination benefits1
11
 2
 
 11
 2
 
3
 11
 2
 3
 11
 2
Amortization of prior service credit(36) (35) (35) (35) (35) (35)(36) (36) (35) (35) (35) (35)
Amortization of net loss24
 39
 26
 24
 39
 26
6
 24
 39
 5
 24
 39
Total expense$32
 $53
 $35
 $31
 $52
 $34
$22
 $32
 $53
 $22
 $31
 $52
1 
Due to the reduction in workforce, SCE has incurred costs for extended retiree health care coverage.
In accordance with authoritative guidance on rate-regulated enterprises, SCE records regulatory assets and liabilities instead of charges and credits to other comprehensive income (loss) for the portion of SCE's postretirement benefit plans that are recoverable in utility rates. The estimated PBOP amounts that will be amortized to expense in 20142015 for continuing operations are as follows:
(in millions)Edison International SCEEdison International SCE
Unrecognized net loss to be amortized$23
 $23
Unrecognized prior service credit to be amortized$(36) $(36)(12) (12)
Edison International and SCE used the following weighted-average assumptions to determine PBOP expense for continuing operations:
Years ended December 31,Years ended December 31,
2013 2012 20112014 2013 2012
Discount rate4.25% 4.75% 5.5%5.0% 4.25% 4.75%
Expected long-term return on plan assets6.7% 7.0% 7.0%5.5% 6.7% 7.0%
Assumed health care cost trend rates:          
Current year8.5% 9.5% 9.75%7.8% 8.5% 9.5%
Ultimate rate5.0% 5.25% 5.5%5.0% 5.0% 5.25%
Year ultimate rate reached2020
 2019
 2019
2020
 2020
 2019
A one-percentage-point change in assumed health care cost trend rate would have the following effects on continuing operations:
Edison International SCEEdison International SCE
(in millions)One-Percentage-Point Increase One-Percentage-Point Decrease One-Percentage-Point Increase One-Percentage-Point DecreaseOne-Percentage-Point Increase One-Percentage-Point Decrease One-Percentage-Point Increase One-Percentage-Point Decrease
Effect on accumulated benefit obligation as of December 31, 2013$229
 $(191) $228
 $(190)
Effect on accumulated benefit obligation as of December 31, 2014$335
 $(271) $334
 $(270)
Effect on annual aggregate service and interest costs11
 (9) 11
 (9)15
 (12) 15
 (12)

9381




The following benefit payments are expected to be paid:
Edison International SCEEdison International SCE
(in millions)Years ended December 31,Years ended December 31,
2014$92
 $92
2015101
 100
$108
 $108
2016107
 106
114
 113
2017113
 113
119
 119
2018119
 119
124
 124
2019 – 2023668
 666
2019128
 128
2020 – 2024707
 705
Plan Assets
Description of Pension and Postretirement Benefits Other than Pensions Investment Strategies
The investment of plan assets is overseen by a fiduciary investment committee. Plan assets are invested using a combination of asset classes, and may have active and passive investment strategies within asset classes. Target allocations for 2013 and 20122014 pension plan assets are were 30% for U.S. equities, 16% for non-U.S. equities, 35% for fixed income, 15% for opportunistic and/or alternative investments and 4% for other investments. Target allocations for 2013 and 20122014 PBOP plan assets (except for Represented VEBA which is 85% for fixed income, 10% for opportunistic/private equities, and 5% global equities) are 41% for U.S. equities, 17% for non-U.S. equities, 34% for fixed income, 7% for opportunistic and/or alternative investments, and 1% for other investments. Edison International employs multiple investment management firms. Investment managers within each asset class cover a range of investment styles and approaches. Risk is managed through diversification among multiple asset classes, managers, styles and securities. Plan, asset class and individual manager performance is measured against targets. Edison International also monitors the stability of its investment managers' organizations.
Allowable investment types include:
United States Equities: Common and preferred stocks of large, medium, and small companies which are predominantly United States-based.
Non-United States Equities: Equity securities issued by companies domiciled outside the United States and in depository receipts which represent ownership of securities of non-United States companies.
Fixed Income: Fixed income securities issued or guaranteed by the United States government, non-United States governments, government agencies and instrumentalities including municipal bonds, mortgage backed securities and corporate debt obligations. A portion of the fixed income positions may be held in debt securities that are below investment grade.
Opportunistic, Alternative and Other Investments:
Opportunistic: Investments in short to intermediate term market opportunities. Investments may have fixed income and/or equity characteristics and may be either liquid or illiquid.
Alternative: Limited partnerships that invest in non-publicly traded entities.
Other: Investments diversified among multiple asset classes such as global equity, fixed income currency and commodities markets. Investments are made in liquid instruments within and across markets. The investment returns are expected to approximate the plans' expected investment returns.
Asset class portfolio weights are permitted to range within plus or minus 3%. Where approved by the fiduciary investment committee, futures contracts are used for portfolio rebalancing and to reallocate portfolio cash positions. Where authorized, a few of the plans' investment managers employ limited use of derivatives, including futures contracts, options, options on futures and interest rate swaps in place of direct investment in securities to gain efficient exposure to markets. Derivatives are not used to leverage the plans or any portfolios.

9482




Determination of the Expected Long-Term Rate of Return on Assets
The overall expected long-term rate of return on assets assumption is based on the long-term target asset allocation for plan assets and capital markets return forecasts for asset classes employed. A portion of the PBOP trust asset returns are subject to taxation, so the expected long-term rate of return for these assets is determined on an after-tax basis.
Capital Markets Return Forecasts
SCE's capital markets return forecast methodologies primarily use a combination of historical market data, current market conditions, proprietary forecasting expertise, complex models to develop asset class return forecasts and a building block approach. The forecasts are developed using variables such as real risk-free interest, inflation, and asset class specific risk premiums. For equities, the risk premium is based on an assumed average equity risk premium of 5% over cash. The forecasted return on private equity and opportunistic investments are estimated at a 2% premium above public equity, reflecting a premium for higher volatility and lower liquidity. For fixed income, the risk premium is based off of a comprehensive modeling of credit spreads.
Fair Value of Plan Assets
The PBOP Plan and the Southern California Edison Company Retirement Plan Trust (Master Trust) assets include investments in equity securities, U.S. treasury securities, other fixed-income securities, common/collective funds, mutual funds, other investment entities, foreign exchange and interest rate contracts, and partnership/joint ventures. Equity securities, U.S. treasury securities, mutual and money market funds are classified as Level 1 as fair value is determined by observable, unadjusted quoted market prices in active or highly liquid and transparent markets. Common/collective funds are valued at the net asset value ("NAV") of shares held. Although common/collective funds are determined by observable prices, they are classified as Level 2 because they trade in markets that are less active and transparent. The fair value of the underlying investments in equity mutual funds and equity common/collective funds are based upon stock-exchange prices. The fair value of the underlying investments in fixed-income common/collective funds, fixed-income mutual funds and other fixed income securities including municipal bonds are based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes, issuer spreads, bids, offers and relevant credit information. Foreign exchange and interest rate contracts are classified as Level 2 because the values are based on observable prices but are not traded on an exchange. Futures contracts trade on an exchange and therefore are classified as Level 1. The partnerships classified as Level 2 can be readily redeemed at NAV and the underlying investments are liquid, publicly traded fixed-income securities which have observable prices. The remaining partnerships/joint ventures are classified as Level 3 because fair value is determined primarily based upon management estimates of future cash flows. Other investment entities are valued similarly to common common/collective funds and are therefore classified as Level 2. The Level 1 registered investment companies are either mutual or money market funds. The remaining funds in this category are readily redeemable at NAV and classified as Level 2 and are discussed further at footnote 7 to the pension plan master trust investments table below.
Edison International reviews the process/procedures of both the pricing services and the trustee to gain an understanding of the inputs/assumptions and valuation techniques used to price each asset type/class. The trustee and Edison International's validation procedures for pension and PBOP equity and fixed income securities are the same as the nuclear decommissioning trusts. For further discussion see Note 4. The values of Level 1 mutual and money market funds are publicly quoted. The trustees obtain the values of common/collective and other investment funds from the fund managers. The values of partnerships are based on partnership valuation statements updated for cash flows. SCE's investment managers corroborate the trustee fair values.

9583




Pension Plan
The following table sets forth the Master Trust investments for Edison International and SCE that were accounted for at fair value as of December 31, 20132014 by asset class and level within the fair value hierarchy:
(in millions)Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
U.S. government and agency securities1
$195
 $471
 $
 $666
$140
 $329
 $
 $469
Corporate stocks2
653
 
 
 653
716
 14
 
 730
Corporate bonds3

 553
 
 553

 801
 
 801
Common/collective funds4

 546
 
 546

 524
 
 524
Partnerships/joint ventures5

 148
 390
 538

 110
 289
 399
Other investment entities6

 282
 
 282

 278
 
 278
Registered investment companies7
112
 81
 
 193
113
 30
 
 143
Interest-bearing cash12
 
 
 12
10
 
 
 10
Other6
 109
 
 115
5
 100
 
 105
Total$978
 $2,190
 $390
 $3,558
$984
 $2,186
 $289
 $3,459
Receivables and payables, net 
  
  
 (81) 
  
  
 (5)
Net plan assets available for benefits 
  
  
 $3,477
 
  
  
 $3,454
SCE's share of net plan assets      $3,236
      $3,217
Edison International Parent and Other's share of net plan assets      6
EME's share of net plan assets      235
The following table sets forth the Master Trust investments that were accounted for at fair value as of December 31, 20122013 by asset class and level within the fair value hierarchy:
(in millions)Level 1
 Level 2
 Level 3
 Total
Level 1
 Level 2
 Level 3
 Total
U.S. government and agency securities1
$242
 $350
 $
 $592
$195
 $471
 $
 $666
Corporate stocks2
743
 
 
 743
653
 
 
 653
Corporate bonds3

 508
 
 508

 553
 
 553
Common/collective funds4

 635
 
 635

 546
 
 546
Partnerships/joint ventures5

 166
 414
 580

 148
 390
 538
Other investment entities6

 271
 
 271

 282
 
 282
Registered investment companies7
98
 28
 
 126
112
 81
 
 193
Interest-bearing cash24
 
 
 24
12
 
 
 12
Other1
 100
 
 101
6
 109
 
 115
Total$1,108
 $2,058
 $414
 $3,580
$978
 $2,190
 $390
 $3,558
Receivables and payables, net 
  
  
 (38) 
  
  
 (81)
Net plan assets available for benefits 
  
  
 $3,542
 
  
  
 $3,477
SCE's share of net plan assets      $3,320
      $3,236
Edison International Parent and Other's share of net plan assets      7
EME's share of net plan assets      215
1 
Level 1 U.S. government and agency securities are U.S. treasury bonds and notes. Level 2 primarily relates to the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation.
2 
Corporate stocks are diversified. For 20132014 and 2012,2013, respectively, performance is primarily benchmarked against the Russell Indexes (51%(59% and 60%51%) and Morgan Stanley Capital International (MSCI) index (49%(41% and 40%49%).
3 
Corporate bonds are diversified. At December 31, 20132014 and 2012,2013, respectively, this category includes $78$102 million and $65$78 million for collateralized mortgage obligations and other asset backed securities of which $15$15 million and $7$15 million are below investment grade.

96




4 
At December 31, 20132014 and 2012,2013, respectively, the common/collective assets were invested in equity index funds that seek to track performance of the Standard and Poor's (S&P 500) Index (27%(32% and 29%27%), Russell 1000 indexes (28%(18% and 28%) and the MSCI Europe, Australasia and Far East (EAFE) Index (15%(20% and 11%15%). A non-index U.S. equity fund representing 23%27% and 25%23% of this category for 20132014 and 2012,2013, respectively, is actively managed. Another fund representing 6%3% and 6% of this category for 20132014 and 2012,2013, respectively, is a global asset allocation fund.

84




5 
Partnerships/joint venture Level 2 investments consist primarily of a partnership which invests in publicly traded fixed income securities, primarily from the banking and finance industry and U.S. government agencies. At December 31, 20132014 and 2012,2013, respectively, approximately 64%55% and 56%64% of the Level 3 partnerships are invested in (1) asset backed securities, including distressed mortgages and (2) commercial and residential loans and debt and equity of banks. The remaining Level 3 partnerships are invested in small private equity and venture capital funds. Investment strategies for these funds include branded consumer products, early stage technology, California geographic focus, and diversified US and non-US fund-of-funds.
6 
Other investment entities were primarily invested in (1) emerging market equity securities, (2) a hedge fund that invests through liquid instruments in a global diversified portfolio of equity, fixed income, interest rate, foreign currency and commodities markets, and (3) domestic mortgage backed securities.
7 
Level 1 of registered investment companies primarily consisted of a global equity mutual fund which seeks to outperform the MSCI World Total Return Index. Level 2 primarily consisted of a short-term bond fund.
At December 31, 20132014 and 2012,2013, approximately 67%65% and 66%67%, respectively, of the publicly traded equity investments, including equities in the common/collective funds, were located in the United States.
The following table sets forth a summary of changes in the fair value of Edison International's and SCE's Level 3 investments:
(in millions)2013 20122014 2013
Fair value, net at beginning of period$414
 $448
$390
 $414
Actual return on plan assets:      
Relating to assets still held at end of period61
 88
114
 61
Relating to assets sold during the period10
 13
(44) 10
Purchases45
 98
13
 45
Dispositions(140) (233)(184) (140)
Transfers in and/or out of Level 3
 

 
Fair value, net at end of period$390
 $414
$289
 $390
Postretirement Benefits Other than Pensions
The following table sets forth the VEBA Trust assets for SCE that were accounted for at fair value as of December 31, 20132014 by asset class and level within the fair value hierarchy:
(in millions)Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
Common/collective funds1
$
 $863
 $
 $863
$
 $431
 $
 $431
Corporate stocks2
451
 
 
 451
250
 
 
 250
Corporate notes and bonds3

 250
 
 250

 883
 
 883
Partnerships4

 20
 164
 184

 19
 105
 124
U.S. government and agency securities5
118
 36
 
 154
207
 36
 
 243
Registered investment companies6
52
 5
 
 57
64
 5
 
 69
Interest bearing cash19
 
 
 19
29
 
 
 29
Other7
7
 78
 
 85
5
 125
 
 130
Total$647
 $1,252
 $164
 $2,063
$555
 $1,499
 $105
 $2,159
Receivables and payables, net 
  
  
 2
 
  
  
 (73)
Combined net plan assets available for benefits 
  
  
 $2,065
 
  
  
 $2,086

9785




The following table sets forth the VEBA Trust assets for SCE that were accounted for at fair value as of December 31, 20122013 by asset class and level within the fair value hierarchy:
(in millions)Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
Common/collective funds1
$
 $723
 $
 $723
$
 $863
 $
 $863
Corporate stocks2
361
 
 
 361
451
 
 
 451
Corporate notes and bonds3

 210
 
 210

 250
 
 250
Partnerships4

 17
 166
 183

 20
 164
 184
U.S. government and agency securities5
131
 31
 
 162
118
 36
 
 154
Registered investment companies6
68
 
 
 68
52
 5
 
 57
Interest bearing cash24
 
 
 24
19
 
 
 19
Other7
6
 104
 
 110
7
 78
 
 85
Total$590
 $1,085
 $166
 $1,841
$647
 $1,252
 $164
 $2,063
Receivables and payables, net 
  
  
 (41) 
  
  
 2
Combined net plan assets available for benefits 
  
  
 $1,800
 
  
  
 $2,065
1 
At December 31, 20132014 and 2012,2013, respectively, 60%38% and 60% of the common/collective assets are invested in a large cap index fund which seeks to track performance of the Russell 1000 index. 23%41% and 23% of the assets in this category are in index funds which seek to track performance in the MSCI Europe, Australasia and Far East (EAFE) Index. 6%4% and 6% of this category are invested in a privately managed bond fund and 7%17% and 6%7% in a fund which invests in equity securities the fund manager believes are undervalued.
2 
Corporate stock performance is primarily benchmarked against the Russell Indexes (50%(47% and 50%) and the MSCI All Country World (ACWI) index (50%(53% and 50%) for 20132014 and 2012,2013, respectively.
3 
Corporate notes and bonds are diversified and include approximately $29$31 million and $20$29 million for commercial collateralized mortgage obligations and other asset backed securities at December 31, 20132014 and 2012,2013, respectively.
4 
At December 31, 20132014 and 2012,2013, respectively, 78%50% and 82%78% of the Level 3 partnerships category is invested in (1) asset backed securities including distressed mortgages, (2) distressed companies and (3) commercial and residential loans and debt and equity of banks.
5 
Level 1 U.S. government and agency securities are U.S. treasury bonds and notes. Level 2 primarily relates to the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association.
6 
Level 1 registered investment companies consist of an investment grade corporate bond mutual fund and a money market fund.
7 
Other includes $76$111 million and $73$76 million of municipal securities at December 31, 20132014 and 2012,2013, respectively.
At December 31, 20132014 and 2012,2013, approximately 65%71% and 66%65%, respectively, of the publicly traded equity investments, including equities in the common/collective funds, were located in the United States.
The following table sets forth a summary of changes in the fair value of PBOP Level 3 investments:
(in millions)2013 20122014 2013
Fair value, net at beginning of period$166
 $130
$164
 $166
Actual return on plan assets      
Relating to assets still held at end of period24
 20
18
 24
Relating to assets sold during the period5
 5
(1) 5
Purchases23
 35
9
 23
Dispositions(54) (24)(85) (54)
Transfers in and/or out of Level 3
 

 
Fair value, net at end of period$164
 $166
$105
 $164

9886




Stock-Based Compensation
Edison International maintains a shareholder approved incentive plan (the 2007 Performance Incentive Plan) that includes stock-based compensation. The maximum number of shares of Edison International's common stock authorized to be issued or transferred pursuant to awards under the 2007 Performance Incentive Plan, as amended, is 49.5 million shares, plus the number of any shares subject to awards issued under Edison International's prior plans and outstanding as of April 26, 2007, which expire, cancel or terminate without being exercised or shares being issued ("carry-over shares"). As of December 31, 2013,2014, Edison International had approximately 2320 million shares remaining for future issuance under its stock-based compensation plans.
The following table summarizes total expense and tax benefits (expense) associated with stock based compensation:
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Stock-based compensation expense1:
                      
Stock options$15
 $18
 $14
 $11
 $10
 $9
$16
 $15
 $18
 $8
 $11
 $10
Performance shares4
 7
 5
 2
 4
 3
16
 4
 7
 8
 2
 4
Restricted stock units7
 9
 6
 4
 5
 4
7
 7
 9
 4
 4
 5
Other1
 1
 5
 
 
 4
1
 1
 1
 
 
 
Total stock-based compensation expense$27
 $35
 $30
 $17
 $19
 $20
$40
 $27
 $35
 $20
 $17
 $19
Income tax benefits related to stock compensation expense$11
 $14
 $12
 $7
 $8
 $8
$16
 $11
 $14
 $8
 $7
 $8
Excess tax benefits (expense)2
5
 (6) 12
 2
 (13) 11
15
 5
 (6) 20
 2
 (13)
1 
Reflected in "Operation and maintenance" on Edison International's and SCE's consolidated statements of income.
2 Reflected in "Settlements of stock-based compensation, net" in the financing section of Edison International's and SCE's consolidated statements of cash flows.
2
Reflected in "Settlements of stock-based compensation, net" in the financing section of Edison International's and SCE's consolidated statements of cash flows and in "Common stock" in Edison International's consolidated balance sheets and "Additional paid-in capital" in SCE's consolidated balance sheets.
Stock Options
Under various plans, Edison International has granted stock options at exercise prices equal to the average of the high and low price and, beginning in 2007, at the closing price at the grant date. Edison International may grant stock options and other awards related to or with a value derived from its common stock to directors and certain employees. Options generally expire 10 years after the grant date and vest over a period of four years of continuous service, with expense recognized evenly over the requisite service period, except for awards granted to retirement-eligible participants, as discussed in "Stock-Based Compensation" in Note 1. Additionally, Edison International will substitute cash awards to the extent necessary to pay tax withholding or any government levies.
The fair value for each option granted was determined as of the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires various assumptions noted in the following table:
Years ended December 31,Years ended December 31,
2013 2012 20112014 2013 2012
Expected terms (in years)6.2 6.9 7.06.0 6.2 6.9
Risk-free interest rate1.0% – 2.1% 1.1% – 1.7% 1.4% – 3.1%1.8% – 2.1% 1.0% – 2.1% 1.1% – 1.7%
Expected dividend yield2.7% – 3.1% 2.8% – 3.1% 3.1% – 3.5%2.4% – 2.7% 2.7% – 3.1% 2.8% – 3.1%
Weighted-average expected dividend yield2.8% 3.0% 3.4%2.7% 2.8% 3.0%
Expected volatility17.7% – 18.6% 17.4% – 18.3% 18.2% – 19.0%17.8% – 19.1% 17.7% – 18.6% 17.4% – 18.3%
Weighted-average volatility17.7% 18.3% 18.9%18.9% 17.7% 18.3%

9987




The expected term represents the period of time for which the options are expected to be outstanding and is primarily based on historical exercise and post-vesting cancellation experience and stock price history. The risk-free interest rate for periods within the contractual life of the option is based on a zero coupon U.S. Treasury STRIPS (separate trading of registered interest and principal of securities) whose maturity equals the option's expected term on the measurement date. Expected volatility is based on the historical volatility of Edison International's common stock for the length of the option's expected term for 2013.2014. The volatility period used was 72 months, 74 months, and 83 months and 84 months at December 31, 2014, 2013, 2012 and 2011,2012, respectively.
The following is a summary of the status of Edison International's stock options:
  Weighted-Average    Weighted-Average  
Stock options 
Exercise
Price
 
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic Value
(in millions)
Stock options 
Exercise
Price
 
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic Value
(in millions)
Edison International:          
Outstanding at December 31, 201219,231,723
 $37.96
    
Outstanding at December 31, 201317,226,845
 $40.22
    
Granted2,778,766
 48.46
    
2,070,819
 52.67
    
Expired(158,107) 49.69
    
(20,841) 49.95
    
Forfeited(540,782) 42.55
    
(278,134) 46.20
    
Exercised(4,084,755) 34.54
    
(5,379,954) 38.03
    
Outstanding at December 31, 201413,618,735
 42.84
 5.81  
Vested and expected to vest at December 31, 201413,216,820
 42.68
 5.75 $301
Exercisable at December 31, 20147,989,189
 39.43
 4.32 $208
SCE:     
Outstanding at December 31, 201317,226,845
 40.22
 5.78  
9,045,998
 $40.28
    
Vested and expected to vest at December 31, 201316,715,413
 40.13
 5.71 $115
Exercisable at December 31, 201310,118,484
 38.26
 4.24 88
SCE:     
Outstanding at December 31, 201210,308,461
 $37.73
    
Granted1,792,688
 48.48
    
1,194,281
 53.21
    
Expired(97,000) 49.63
    
(20,841) 49.95
    
Forfeited(402,548) 43.47
    
(205,286) 47.27
    
Exercised(2,643,487) 34.94
    
(3,210,425) 38.54
    
Transfers, net87,884
 36.67
  (801,567) 37.95
  
Outstanding at December 31, 20139,045,998
 40.28
 5.92  
Vested and expected to vest at December 31, 20138,737,930
 40.17
 5.84 $60
Exercisable at December 31, 20135,080,978
 37.96
 4.29 46
Outstanding at December 31, 20146,002,160
 43.82
 6.29  
Vested and expected to vest at December 31, 20145,762,299
 43.63
 6.22 $126
Exercisable at December 31, 20142,997,941
 39.61
 4.63 $78
At December 31, 2013,2014, total unrecognized compensation cost related to stock options and the weighted-average period the cost is expected to be recognized are as follows:
(in millions)Edison International SCEEdison International SCE
Unrecognized compensation cost, net of expected forfeitures$13
 $10
$13
 $9
Weighted-average period (in years)2.2
 2.3
2.3
 2.4

10088




Supplemental Data on Stock Options
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions, except per award amounts)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Stock options:                      
Weighted average grant date fair value per option granted$5.40
 $5.22
 $5.61
 $5.38
 $5.22
 $5.61
$7.26
 $5.40
 $5.22
 $7.34
 $5.38
 $5.22
Fair value of options vested17
 17
 18
 10
 10
 10
17
 17
 17
 9
 10
 10
Cash used to purchase shares to settle options199
 169
 90
 130
 96
 46
300
 199
 169
 181
 130
 96
Cash from participants to exercise stock options140
 101
 59
 92
 59
 28
205
 140
 101
 125
 92
 59
Value of options exercised59
 68
 31
 38
 37
 18
95
 59
 68
 56
 38
 37
Tax benefits from options exercised24
 27
 12
 15
 15
 7
39
 24
 27
 23
 15
 15
Performance Shares
A target number of contingent performance shares were awarded to executives in March 2014, 2013, 2012 and 20112012 and vest at the end of a three year period for each grant. The vesting of the grants is dependent upon market and financial performance conditions and service conditions as defined in the grants for each of the years. The number of performance shares earned from each year's grants could range from zero to twice the target number (plus additional units credited as dividend equivalents). Performance shares earned are settled half in cash and half in common stock; however, Edison International has discretion under certain of the awards to pay the half subject to cash settlement in common stock. The portion of performance shares that can be settled in cash is classified as a share-based liability award. The fair value of these shares is remeasured at each reporting period and the related compensation expense is adjusted. The portion of performance shares payable in common stock is classified as a share-based equity award. Compensation expense related to these shares is based on the grant-date fair value, which for each share is determined as the closing price of Edison International common stock on the grant date; however, with respect to the portion of the performance shares payable in common stock that is subject to the financial performance condition described above,defined in the grants, the number of performance shares expected to be earned is subject to revision and updateupdated at each reporting period, with a related adjustment of compensation expense. Performance shares expense is recognized ratably over the requisite service period based on the fair values determined (subject to the adjustments discussed above), except for awards granted to retirement-eligible participants.
The fair value of market condition performance shares is determined using a Monte Carlo simulation valuation model.


10189




The following is a summary of the status of Edison International's nonvested performance shares:
Equity Awards Liability AwardsEquity Awards Liability Awards
Shares 
Weighted-Average
Grant Date
Fair Value
 Shares 
Weighted-Average
Fair Value
Shares 
Weighted-Average
Grant Date
Fair Value
 Shares 
Weighted-Average
Fair Value
Edison International:              
Nonvested at December 31, 2012242,421
 $38.86
 242,071
 $46.23
Nonvested at December 31, 2013156,697
 $51.17
 156,304
 $51.72
Granted73,679
 50.87
 73,483
  
61,599
 61.10
 61,448
  
Forfeited(19,239) 42.10
 (19,197)  (4,672) 54.32
 (4,664)  
Vested1
(140,164) 30.97
 (140,053)  
(85,324) 51.42
 (85,113)  
Nonvested at December 31, 2014128,300
 55.66
 127,975
 92.92
SCE:       
Nonvested at December 31, 2013156,697
 51.17
 156,304
 51.72
90,661
 $51.19
 90,357
 $51.22
SCE:       
Nonvested at December 31, 2012131,940
 $38.87
 131,691
 $46.19
Granted47,548
 50.92
 47,377
  
35,516
 61.85
 35,390
  
Forfeited(13,065) 43.42
 (13,029)  (4,668) 54.37
 (4,664)  
Vested1
(76,705) 31.02
 (76,624)  
(44,293) 51.47
 (44,150)  
Affiliate transfers, net943
 40.15
 942
  (5,419) 51.44
 (5,413)  
Nonvested at December 31, 201390,661
 51.19
 90,357
 51.22
Nonvested at December 31, 201471,797
 56.06
 71,520
 92.33
1 
Relates to performance shares that will be paid in 20142015 as performance targets were met at December 31, 2013.2014.
Restricted Stock Units
Restricted stock units were awarded to Edison International's and SCE's executives in March 2014, 2013, 2012 and 20112012 and vest and become payable in January 2017, 2016, 2015 and 2014,2015, respectively. Each restricted stock unit awarded includes a dividend equivalent feature and is a contractual right to receive one share of Edison International common stock, if vesting requirements are satisfied. The vesting of Edison International's restricted stock units is dependent upon continuous service through the end of the three-calendar-year-plus-two-daysthree-calendar-year-plus-two-days vesting period.
The following is a summary of the status of Edison International's nonvested restricted stock units:
Edison International SCEEdison International SCE
Restricted
Stock Units
 
Weighted-Average
Grant Date
Fair Value
 
Restricted
Stock Units
 
Weighted-Average
Grant Date
Fair Value
Restricted
Stock Units
 
Weighted-Average
Grant Date
Fair Value
 
Restricted
Stock Units
 
Weighted-Average
Grant Date
Fair Value
Nonvested at December 31, 2012679,468
 $38.09
 368,553
 $38.07
Nonvested at December 31, 2013539,689
 $42.70
 292,839
 $42.98
Granted154,401
 48.45
 99,616
 48.47
142,704
 52.67
 82,114
 53.17
Forfeited(38,343) 42.15
 (26,328) 42.96
(10,513) 48.21
 (10,509) 48.23
Vested(255,837) 34.17
 (151,836) 34.59
(238,561) 38.83
 (115,772) 38.98
Affiliate transfers, net
 
 2,834
 38.10

 
 (17,308) 44.23
Nonvested at December 31, 2013539,689
 42.70
 292,839
 42.98
Nonvested at December 31, 2014433,319
 47.89
 231,364
 48.26
The fair value for each restricted stock unit awarded is determined as the closing price of Edison International common stock on the grant date.

10290




Workforce Reductions
In 2012, SCE commenced multiple effortsa broad-based effort to reduce its costs and to improve its operational and service excellence. As part of this effort, SCE made a series of workforce in order to reflect SCE's strategic direction to optimize its cost structure, moderate customer rate increases and align its cost structure with its peers.reductions. In addition, in June 2013, SCE announced plans to permanently retire San Onofre, which resulted in additional workforce reductions. See Note 9During 2014, SCE increased the estimated impact for further information.workforce reductions related to transferring certain information technology activities to third parties and revised its estimate of remaining educational benefits expected to be incurred under the severance program. Through December 31, 2013,2014, SCE's share of estimated cash severance for all of these effortsworkforce reductions totaled $213$215 million. The following table provides a summary of changes in the accrued severance liability associated with these reductions:
(in millions)    
Balance at January 1, 2013 $104
Balance at January 1, 2014 $54
Additions 101
 3
Payments (151) (22)
Balance at December 31, 2013 $54
Balance at December 31, 2014 $35
The liability presented in the table above is reflected in "Other current liabilities" on the consolidated balance sheets. The severance costs are included in "Operation and maintenance" on the consolidated income statements.
Note 9.    Permanent Retirement of San Onofre
Tube Leak and Response
Replacement steam generators were installed at San Onofre in 2010 and 2011. In the first quarter of 2012, a water leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube to tube wear. At the time, Unit 2 was off-line for a planned outage when areas of unexpected tube to support structure wear were found. Both Units have remained shut down since early 2012 and have undergone extensive inspections, testing and analysis following discovery of the leak. In October 2012, SCE submitted a restart plan to the Nuclear Regulatory Commission ("NRC"), seeking to restart Unit 2 at a reduced power level (70%) for an initial period of approximately five months, based on work done by engineering groups from three independent firms with expertise in steam generator design and manufacturing. SCE did not develop a restart plan for Unit 3.
Permanent Retirement
On June 6, 2013 SCE decided to permanently retire Units 2 and 3. SCE concluded that despite the NRC's extensive review of SCE's restart plan for Unit 2 starting in October 2012, there still remained considerable uncertainty about when the review process would be concluded. Given the considerable uncertainty of when or whether SCE would be permitted to restart Unit 2, SCE concluded that it was in the best interest of its customers, shareholders and other stakeholders to permanently retire the Units and focus on planning for the replacement resources which will eventually be required for grid reliability. SCE also concluded that its decision to retire the Units would facilitate more orderly planning for California's energy future without the uncertainty of whether, when or how long San Onofre would continue to operate.
CPUC Review
In October 2012 the CPUC issued an Order Instituting Investigation ("OII") that consolidated all San Onofre issues in related regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, operation and maintenance costs, and seismic study costs. The OII requires that all San Onofre-related costs incurred on and after January 1, 2012 be tracked in a memorandum account and, to the extent collected in rate levels authorized in the 2012 GRC or other proceedings, be subject to refund. The Order also states that the CPUC will determine whether to order the immediate removal, effective as of the date of the OII, of costs and rate base related to San Onofre from SCE's rates. Various other parties have filed testimony in the OII asking for disallowance of some or all of the San Onofre-related costs, including costs in excess of the amount impaired by SCE, as described below. The first phase of the OII was focused on 2012 costs, including 2012 capital and operation and maintenance costs and the appropriate calculation to measure 2012 substitute market power costs. A proposed decision in the first phase of the OII was issued in November 2013. The proposed decision would allow $45 million in planned Unit 2 refueling outage costs but would disallow approximately $74 million in operation and maintenance costs authorized in rates plus 20% of the 2012 revenue requirement related to capital expenditures incurred during the extended outage for both Units. The disallowance would be subject to possible further review in the third phase of the OII. The proposed decision would permit recovery of routine operation and maintenance expense through May 2012 but defers a decision on recovery of incremental expenses incurred by SCE to the third phase of the OII. A final decision in the first phase is expected in the first quarter of 2014. The second phase was focused on whether to adjust customer rates to

103




remove the plant from rate base and hearings were held in October 2013. A proposed decision in the second phase is expected in the first quarter of 2014. The third and fourth phases of the OII will focus on the steam generator replacement project itself, including the reasonableness of the project's costs, and the San Onofre 2013 revenue requirement, respectively, and have not yet been scheduled.
A summary of financial items related to San Onofre and implicated in the OII are as follows:
Approximately $1.25 billion of SCE's authorized revenue requirement collected since January 1, 2012 (subject to refund) is associated with operating and maintenance expenses, depreciation, taxes and return on SCE's investment in Unit 2, Unit 3 and common plant. In 2013, SCE recorded approximately $39 million in severance costs associated with its decision to retire both Units. Until funding of post June 6, 2013 activities related to the permanent closure of the plant is transitioned from base rates to SCE's nuclear decommissioning trusts established for that purpose, SCE will continue to record these costs through the San Onofre OII memorandum account, subject to reasonableness review.
At May 31, 2013, SCE's net investment associated with San Onofre was $2.1 billion, including the net book value of remaining property, plant and equipment, construction work-in-progress, nuclear fuel inventory and materials and supplies.
In 2005, the CPUC authorized expenditures of approximately $525 million ($665 million based on SCE's estimate after adjustment for inflation using the Handy-Whitman Index) for SCE's 78.21% share of the costs to purchase and install the four new steam generators in Units 2 and 3 and remove and dispose of their predecessors. SCE has spent $602 million on the steam generator replacement project, not including inspection, testing and repair costs subsequent to the replacement steam generator leak in Unit 3.
As a result of outages associated with the steam generator inspection and repair, electric power and capacity normally provided by San Onofre were purchased in the market by SCE. These market power costs will be reviewed as part of the CPUC's OII proceeding. Estimated market power costs calculated in accordance with the OII methodology were approximately $680 million as of June 6, 2013, excluding avoided nuclear fuel costs which are no longer included as a reduction due to SCE's decision to permanently retire Units 2 and 3. Such amount includes costs of approximately $65 million associated with planned outage periods. SCE believes that such costs should be excluded as they would have been incurred even had the replacement steam generators performed as expected. Estimated market power costs calculated in accordance with the OII methodology from June 7, 2013 through December 31, 2013 were approximately $333 million. Such amount includes costs of approximately $30 million associated with planned outage periods. SCE views the market power costs incurred from June 7, 2013 to be purchases made in the ordinary course to meet its customers’ needs as authorized by the CPUC-approved procurement plan rather than power or capacity that was acquired for cost recovery purposes as a replacement for San Onofre. The CPUC will ultimately determine a final methodology for estimating market power costs as it continues its review of the issues in the OII.
Through December 31, 2013, SCE's share of incremental inspection and repair costs totaled $115 million for both Units (not including payments made by MHI as described below). SCE recorded its share of payments made to date by MHI ($36 million) as a reduction of incremental inspection and repair costs in 2012.
SCE continues to believe that the actions taken and costs incurred in connection with the San Onofre replacement steam generators, outages and permanent retirement have been prudent. Nevertheless, SCE cannot provide assurance that the CPUC will not disallow costs incurred or order refunds to customers of amounts collected in rates or that SCE will be successful in recovering amounts from third parties. Disallowances of costs and/or refund of amounts received from customers could be material and adversely affect SCE's financial condition, results of operations and cash flows.
Accounting for Early Retirement of San Onofre Units 2 and 3
As a result of the decision to early retire San Onofre Units 2 and 3, GAAP requires reclassification of the amounts recorded in property, plant and equipment and related tangible operating assets to a regulatory asset to the extent that management concludes it is probable of recovery through future rates. Regulatory assets may also be recorded to the extent management concludes it is probable that direct and indirect costs incurred to retire Units 2 and 3 as of each reporting date are recoverable through future rates. These costs may include, but are not limited to, severance benefits to reduce the workforce at San Onofre to the staffing required to safely store and secure the plant prior to conducting decommissioning activities, losses on termination of purchase contracts, including nuclear fuel, and losses on disposition of excess inventory. GAAP also requires recognition of a liability to the extent management concludes it is probable SCE will be required to refund amounts from authorized revenues previously collected from customers.

104




In assessing whether to record regulatory assets as a result of the decision to retire San Onofre Units 2 and 3 early and whether to record liabilities for refunds to customers, SCE considered the interrelationship of recovery of costs and refunds to customers for accounting purposes, as such matters are being considered by the CPUC on a consolidated basis in the San Onofre OII. SCE also considered that it will continue to use certain portions of the plant (such as fuel storage, security facilities and buildings) as part of ongoing activities at the site. SCE additionally reviewed relevant regulatory precedents and statutory provisions regarding the regulatory recovery of early retired assets previously placed in service and related materials, supplies and fuel. Such precedents have generally permitted cost recovery of the remaining net investment in early retired assets, absent a finding of imprudency. Such precedents vary on whether a full, partial or no rate of return is allowed on the investment in such assets, but generally provide accelerated recovery when less than a full return is authorized. Furthermore, once the Units are removed from rate base, under normal principles of cost of service ratemaking and relevant statutory provisions, SCE should, absent imprudence, recover the costs it incurs to purchase power that might otherwise have been produced by San Onofre. SCE continues to believe that the actions it has taken and the costs it has incurred in connection with the San Onofre replacement steam generators and outages have been prudent.
As a result of such considerations, SCE considered a number of potential outcomes for the matters being considered by the CPUC in the San Onofre OII, none of which are assured, but a number of which in SCE's opinion appeared to be more likely than a number of other outcomes. SCE considered the likelihood of outcomes to determine the amount deemed probable of recovery. These outcomes included a number of variables, including recovery of and return on the components of SCE's net investment, and the potential for refunds to customers for either substitute power or operating costs occurring over different time periods. SCE also included in its consideration of possible outcomes, the requirement under GAAP to discount future cash flows from recovery of assets without a return at its incremental borrowing rate.
As a result of the foregoing assessment, SCE:
Reclassified $1,521 million of its total investment in San Onofre at May 31, 2013 as described above to a regulatory asset ("San Onofre Regulatory Asset"). Included in the San Onofre Regulatory Asset is approximately $404 million of property, plant and equipment, including construction work in progress, which is expected to support ongoing activities at the site. In addition, to the extent the San Onofre Regulatory Asset includes excess nuclear fuel and material and supplies, SCE will, if possible, sell such excess amounts to third parties and reduce the amount of the regulatory asset by such proceeds.
Recorded an impairment charge of $575 million ($365 million after tax) in the second quarter of 2013.
As part of the decision to permanently retire the Units at San Onofre, SCE announced a workforce reduction of approximately 960 employees and had severance costs in 2013 of $39 million (SCE's share). The estimate for these costs was previously included in SCE's estimate to decommission the units. After acceptance of the decommissioning plan by the NRC, SCE expects a further workforce reduction of approximately 175 employees. SCE also recorded severance costs of $14 million related to the indirect employee impacts from the decision to early retire the Units.
As of December 31, 2013, SCE recorded a net regulatory asset of $1.3 billion comprised of: $1.56 billion of property, plant and equipment; $33 million estimated losses on disposition of nuclear fuel inventory; less $266 million for estimated refunds of authorized revenue recorded in excess of SCE’s costs of service, including a return on capital through June 6, 2013. SCE's judgment that the San Onofre Regulatory Asset recorded at December 31, 2013 is probable, though not certain, of recovery is based on SCE's knowledge of the facts and judgment in applying relevant regulatory principles to the issues under review in the OII proceeding and in accordance with GAAP. Such judgment is subject to considerable uncertainty, and regulatory principles and precedents are not necessarily binding and are capable of interpretation. The CPUC may or may not agree with SCE, after review of all of the facts and circumstances, and SCE may advocate positions that it believes are supported by relevant precedent and regulatory principles that are more favorable to SCE than the charges it has recorded in accordance with GAAP. The CPUC could also conclude that SCE acted imprudently regarding the San Onofre replacement steam generator project, including its response to the outage that commenced at the end of January 2012. Thus, there can be no assurance that the OII proceeding will provide for recoveries as estimated by SCE, including the recovery of costs recorded as a regulatory asset, or that the CPUC does not order refunds to customers from amounts that were previously authorized as subject to refund. Accordingly, the amount recorded for the San Onofre Regulatory Asset at December 31, 2013, is subject to change based upon future developments and the application of SCE's judgment to those events.
Third-Party Recovery
The replacement steam generators were designed and supplied by MHI and are warranted for an initial period of 20 years from acceptance. MHI is contractually obligated to repair or replace defective items with dispatch and to pay specified damages for certain repairs. MHI's liability under the purchase agreement is limited to $138 million and excludes consequential damages, defined to include "the cost of replacement power;" however, limitations in the contract are subject to

105




applicable exceptions both in the contract and under law. SCE has advised MHI that it believes one or more of such exceptions apply and MHI's liability is not limited to $138 million, and MHI has advised SCE that it disagrees. In October 2013, after a prescribed 90-day waiting period from the service of an earlier notice of dispute, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and in its capacity as Operating Agent for San Onofre. SCE also alleges that MHI totally and fundamentally failed to deliver what it promised, and that the contractual limitations of liability are subject to applicable exceptions in the contract and under law. MHI responded to SCE’s formal request in December 2013, asserting that the replacement steam generator project was a joint design venture, that the wear could not have been predicted and that SCE thwarted MHI’s repair efforts. MHI also asserted several counterclaims associated with work or services it claims it should be compensated for and which it values at approximately $41 million; SCE has denied any liability for the asserted counterclaims. Each of the other co-owners filed lawsuits against MHI, alleging claims arising from MHI's supplying the faulty steam generators. MHI has requested that these lawsuits be stayed pending the arbitration with SCE but the court has not yet ruled on this request.
SCE, on behalf of itself and the other San Onofre co-owners, has submitted seven invoices to MHI totaling $149 million for steam generator repair costs incurred through April 30, 2013. MHI paid the first invoice of $45 million, while reserving its right to challenge any of the charges in the invoice. In January 2013, MHI advised SCE that it rejected a portion of the first invoice and required further documentation regarding the remainder of the invoice. In September 2013, SCE reiterated its request to MHI for payment of outstanding invoices. SCE has recorded its share of the invoice paid as a reduction of repair and inspection costs.
San Onofre carries accidental property damage and carried accidental outage insurance issued by Nuclear Electric Insurance Limited ("NEIL") and has placed NEIL on notice of claims under both policies. The NEIL policies have a number of exclusions and limitations that NEIL may assert reduce or eliminate coverage, and SCE may choose to challenge NEIL’s application of any such exclusions and limitations. The estimated total claims under the accidental outage insurance through August 31, 2013 are approximately $397 million (SCE’s share of which is approximately $311 million). Pursuant to these proofs of loss, SCE is seeking the weekly indemnity amounts provided under the accidental outage policy for each Unit. Accidental outage policy benefits are reduced by 90% for the periods following announcement of the permanent retirement of the Units. The accidental outage insurance at San Onofre has been canceled as a result of the permanent retirement. SCE has not submitted a proof of loss under the accidental property damage insurance. No amounts have been recognized in SCE's financial statements, pending NEIL's response. SCE's current expectation is that NEIL will make a coverage determination by the end of the second quarter of 2014.
Continuing NRC Proceedings
As part of the NRC's review of the San Onofre outage and proceedings related to the possible restart of Unit 2, the NRC appointed an Augmented Inspection Team to review SCE's performance. In September 2013, the NRC issued an Inspection Report in connection with The Augmented Inspection Team’s review and SCE’s response to an earlier NRC Confirmatory Action Letter. The NRC’s report contained a preliminary “white” finding (low to moderate safety significance) and an apparent violation regarding the steam generators in Unit 3 and a preliminary “green” finding (very low safety significance) for Unit 2’s steam generators for failing to ensure that MHI’s modeling and analysis were adequate. Simultaneously, the NRC issued an Inspection Report to MHI containing a Notice of Nonconformance for its flawed computer modeling in the design of San Onofre’s steam generators. In October 2013, SCE submitted comments to the NRC on the characterizations contained in the Inspection Report but chose not to contest the findings or violation, and the NRC finalized its finding in December 2013. In addition, the NRC's Office of Investigations has been conducting an investigation into the accuracy and completeness of information SCE provided to the Augmented Inspection Team. SCE has also been made aware of an investigation related to San Onofre by the NRC's Office of Inspector General, which generally reviews internal NRC affairs. Certain anti-nuclear groups and individual members of Congress have alleged that SCE knew of deficiencies in the steam generators when they were installed or otherwise did not correctly follow NRC requirements in connection with the design and installation of the replacement steam generators, something which SCE has vigorously denied, and have called for investigations, including by the Department of Justice. SCE cannot predict when or whether ongoing inquiries or investigations by the NRC will be completed or whether inquiries by other government agencies will be initiated. Should the NRC find a deficiency in SCE's provision of information, SCE could be subject to additional NRC actions, including the imposition of penalties, and the findings could be taken into consideration in the CPUC regulatory proceedings described above.

106




Note 10.    Other Investments
Nuclear Decommissioning Trusts
Future decommissioning costs of removal of SCE's nuclear assets are expected to be funded from independent decommissioning trusts, which currently receive contributions of approximatelyreceived $235 million per yearin 2014 and $22 million in 2013 through SCE customer rates. Contributions to the decommissioning trusts are reviewed every three years by the CPUC.
The following table sets forth amortized cost and fair value of the trust investments:
Longest
Maturity Date
 Amortized Cost Fair Value
Longest
Maturity Date
 Amortized Cost Fair Value
 December 31, December 31,
(in millions) 2013 2012 2013 2012 2014 2013 2014 2013
Stocks $656
 $978
 $2,208
 $2,271
 $524
 $656
 $2,031
 $2,208
Municipal bonds2051 675
 518
 756
 644
2054 681
 675
 822
 756
U.S. government and agency securities2044 902
 547
 947
 603
2045 777
 902
 836
 947
Corporate bonds2054 208
 324
 241
 410
2057 346
 208
 395
 241
Short-term investments and receivables/payablesOne-year 329
 116
 342
 120
One-year 692
 329
 715
 342
Total  $2,770
 $2,483
 $4,494
 $4,048
  $3,020
 $2,770
 $4,799
 $4,494
Trust fund earnings (based on specific identification) increase the trust fund balance and the ARO regulatory liability. Proceeds from sales of securities (which are reinvested) were $5.6$10.1 billion,, $2.1 $5.6 billion, and $2.8$2.1 billion for the years ended December 31, 20132014, 20122013 and 20112012, respectively. Unrealized holding gains, net of losses, were $1.71.8 billion and $1.61.7 billion at December 31, 20132014 and 20122013, respectively.

91




The following table sets forth a summary of changes in the fair value of the trusts:
Years ended December 31,Years ended December 31,
(in millions)2013 2012 20112014 2013 2012
Balance at beginning of period$4,048
 $3,592
 $3,480
$4,494
 $4,048
 $3,592
Gross realized gains300
 73
 108
197
 300
 73
Gross realized losses(32) (5) (17)(5) (32) (5)
Unrealized gains (losses), net160
 276
 (7)
Unrealized gains, net75
 160
 276
Other-than-temporary impairments(47) (36) (47)(14) (47) (36)
Interest, dividends, contributions and other65
 148
 75
Interest, dividends and other118
 113
 113
Contributions5
 22
 23
Income taxes(62) (66) 17
Decommissioning costs(4) 
 
Administrative expenses and other(5) (4) (5)
Balance at end of period$4,494
 $4,048
 $3,592
$4,799
 $4,494
 $4,048
Trust assets are used to pay income taxes as the Trust files separate income taxes returns from SCE. Deferred income taxes related to unrealized gains at December 31, 2014 were $441 million. Accordingly, the fair value of Trust assets available to pay future decommissioning costs, net of deferred income taxes, totaled $4.4 billion at December 31, 2014. Due to regulatory mechanisms, earnings and realized gains and losses (including other-than-temporary impairments)changes in assets of the trusts from income items have no impact on operating revenue or earnings.

Note 11.10.    Regulatory Assets and Liabilities
Included in SCE's regulatory assets and liabilities are regulatory balancing accounts. CPUC authorized balancing account mechanisms require SCE to refund or recover any differences between forecasted and actual costs. The CPUC has authorized balancing accounts for specified costs or programs such as fuel, purchased-power, demand-side management programs, nuclear decommissioning and public purpose programs. Certain of these balancing accounts include a return on rate base of 7.90% in 20132014 and 8.74% in 20122013. The CPUC also authorizes the use of a balancing account to recover from or refund to customers differences in revenue resulting from actual and forecasted electricity sales.
Balancing account over and under collections represent differences between cash collected in current rates for specified forecasted costs and such costs that are actually incurred. Under-collections are recorded as regulatory balancing account assets. Over-collections are recorded as regulatory balancing account liabilities. With some exceptions, SCE seeks to adjust rates on an annual basis or at other designated times to recover or refund the balances recorded in its balancing accounts. Regulatory balancing accounts that SCE does not expect to collect or refund in the next 12 months are reflected in the long-

107




term section of the consolidated balance sheets. Under and over collections accrue interest based on a three-month commercial paper rate published by the Federal Reserve.
Amounts included in regulatory assets and liabilities are generally recorded with corresponding offsets to the applicable income statement accounts.

92




Regulatory Assets
SCE's regulatory assets included on the consolidated balance sheets are:
December 31,December 31,
(in millions)2013 20122014 2013
Current:      
Regulatory balancing accounts$484
 $502
$1,088
 $484
Energy derivatives54
 70
159
 54
Other7
 
Total current538
 572
1,254
 538
Long-term:      
Deferred income taxes, net2,957
 2,663
3,405
 2,957
Pensions and other postretirement benefits369
 1,550
1,218
 369
Energy derivatives816
 900
850
 816
Unamortized investments, net332
 507
255
 332
San Onofre1,325
 
1,288
 1,325
Unamortized loss on reacquired debt222
 228
201
 222
Nuclear-related investment, net34
 141
Regulatory balancing accounts818
 73
44
 818
Other368
 360
351
 402
Total long-term7,241
 6,422
7,612
 7,241
Total regulatory assets$7,779

$6,994
$8,866

$7,779
SCE's regulatory assets related to energy derivatives are primarily an offset to unrealized losses on derivatives. The regulatory asset changes based on fluctuations in the fair market value of the contracts, which expire in 1 to 1045 years.
SCE's regulatory assets related to deferred income taxes represent tax benefits passed through to customers. The CPUC requires SCE to pass through certain deferred income tax benefits to customers by reducing electricity rates, thereby deferring recovery of such amounts to future periods. Based on current regulatory ratemaking and income tax laws, SCE expects to recover its regulatory assets related to deferred income taxes over the life of the assets that give rise to the accumulated deferred income taxes, approximately from 1 to 4550 years.
SCE's regulatory assets related to pensions and other post-retirement plans represent the unfunded net loss and prior service costs of the plans (see "Pension Plans and Postretirement Benefits Other than Pensions" discussion in Note 8). This amount is being recovered through rates charged to customers as the plans are funded.
SCE's unamortized investments primarily include nuclear assets related to Palo Verde which are expected to be recovered by 2027and SCE's unamortized coal plant investment which is being recovered through December 2015. Unamortized investments also include legacy meters retired as part of the Edison SmartConnect® program whichprogram. Nuclear assets related to Palo Verde are expected to be recovered by 2047 and earned a return of 7.90% in 2014 and 2013. SCE's unamortized investments related to legacy meters are expected to be recovered by 2017. Although SCE's unamortized investments are classified as regulatory assets on the consolidated balance sheets, they continue to be a component of rate base and earned a rate of return of 7.90%6.46% in 20132014 and 2013.
8.74%In accordance with the San Onofre OII Settlement Agreement, SCE is authorized to recover in 2012rates its San Onofre regulatory asset, generally over a ten-year period commencing February 1, 2012. Under the San Onofre OII Settlement Agreement (see Note 11), except for the Mohave generating station, which did notSCE was allowed to earn a rate of return of 2.62% for the period 2013 2014 and is authorized to continue to earn this rate as adjusted during the amortization period thereafter with changes in 2013 or 2012SCE's authorized return on debt and the legacy meters, which earned a rate of return of 6.46% in 2013 and 2012.
For information onpreferred equity. SCE's regulatory assets related to San Onofre see Note 9.nuclear fuel will earn a return equal to commercial paper rate that the CPUC uses to calculate interest on balancing accounts.
SCE's net regulatory asset related to its unamortized loss on reacquired debt will be recovered over the remaining original amortization period of the reacquired debt over periods ranging from 1 to 3035 years.
SCE's 2013 nuclear-related investment include assets and accumulated depreciation related to the ARO for Palo Verde.

10893




Regulatory Liabilities
SCE's regulatory liabilities included on the consolidated balance sheets are:
December 31,December 31,
(in millions)2013 20122014 2013
Current:      
Regulatory balancing accounts$724
 $484
$380
 $724
Other43
 52
21
 43
Total current767
 536
401
 767
Long-term:      
Costs of removal2,780
 2,731
2,826
 2,780
Asset retirement obligations1,071
 1,385
Recoveries in excess of ARO liabilities1
1,956
 1,071
Regulatory balancing accounts1,132
 1,091
1,083
 1,132
Other12
 7
24
 12
Total long-term4,995
 5,214
5,889
 4,995
Total regulatory liabilities$5,762
 $5,750
$6,290
 $5,762
1Represents the cumulative differences between ARO expenses and amounts collected in rates primarily for the decommissioning of the SCE's nuclear generation facilities. Decommissioning costs recovered through rates are primarily placed in nuclear decommissioning trusts. This regulatory liability also represents the deferral of realized and unrealized gains and losses on the nuclear decommissioning trust investments (see Note 9).
SCE's regulatory liabilities related to costs of removal represent differences between asset removal costs recorded and amounts collected in rates for those costs.
TheSCE's regulatory liability relatedequal to asset retirement obligations represents the nuclear decommissioning trust assets in excess of the related asset retirement obligations.obligations which represent future refunds to customers if such assets are not used to decommission the related nuclear facilities. The decreaseincrease in this regulatory liability resulted from a revision to the asset retirement obligations of San Onofre.Onofre and Palo Verde. For further information, see Note 1.
Regulatory Balancing Accounts
Balancing account over and under collections represent differences between cash collected in current rates for specified forecasted costs and such costs that are actually incurred. Undercollections are recorded as regulatory balancing account assets. Over-collections are recorded as regulatory balancing account liabilities. With some exceptions, SCE seeks to adjust rates on an annual basis or at other designated times to recover or refund the balances recorded in its balancing accounts. Regulatory balancing accounts that SCE does not expect to collect or refund in the next 12 months are reflected in the long-term section of the consolidated balance sheets. Regulatory balancing accounts do not have the right of offset and are presented gross in the consolidated balance sheets. Under and over collections accrue interest based on a three-month commercial paper rate published by the Federal Reserve.

94




The following table summarizes the significant components of regulatory balancing accounts included in the above tables of regulatory assets and liabilities:
 December 31,
(in millions)2013 2012
Asset (liability)   
 Energy resource recovery account$1,005
 $(135)
 Four Corners memorandum account145
 25
 New system generation balancing account132
 (21)
 Public purpose programs and energy efficiency programs(1,037) (994)
 Base rate recovery balancing account(247) 505
 Greenhouse gas auction revenue(385) (109)
 FERC balancing accounts(59) (129)
 Other(108) (142)
Asset (liability)$(554) $(1,000)

109
 December 31,
(in millions)2014 2013
Asset (liability)   
 Energy resource recovery account$1,028
 $1,005
 Four Corners memorandum account
 145
 New system generation balancing account35
 132
 Public purpose programs and energy efficiency programs(874) (1,152)
 Base rate recovery balancing account(5) (247)
 Greenhouse gas auction revenue(182) (385)
 FERC balancing accounts(32) (59)
 Generator settlements(197) 7
 Other(104) 
Liability$(331) $(554)

In 2014, the CPUC issued a proposed decision on SCE's 2015 ERRA forecast application adopting an annual revenue requirement of $5.59 billion, an increase of approximately $437 million over the 2014 revenue requirement. SCE expects to implement this requirement in rates in the first half of 2015. The ERRA undercollection is expected to decrease with implementation of these revised rates.
SCE had participated in proceedings seeking recovery of refunds from certain sellers of electricity and natural gas during the energy crisis in California in 2000 2001. SCE is authorized to refund to customers any refunds actually realized by SCE, net of litigation costs and amounts retained by SCE as a shareholder incentive pursuant to an established sharing arrangement. During 2014, the FERC approved generator settlement agreements which resulted in total refunds to customers of $219 million of which $15 million is subject to a shareholder incentive.



Note 12.11.    Commitments and Contingencies
Third-Party Power Purchase Agreements
SCE enters into various agreements, which were approved by the CPUC and met critical contract provisions (including completion of major milestones for construction), to purchase power and electric capacity, including:
Renewable Energy Contracts – California law requires retail sellers of electricity to comply with an RPS by delivering renewable energy, primarily through power purchase contracts. Renewable energy contract payments generally consist of payments based on a fixed price per megawatt hour. As of December 31, 20132014, SCE had 108168 renewable energy contracts that were approved by the CPUC and met critical contract provisions which expire at various dates betweenthrough 2014 and 20352038.
Qualifying Facility Power Purchase Agreements – Under the Public Utility Regulatory Policies Act of 1978 ("PURPA"), electric utilities are required, with exceptions, to purchase energy and capacity from independent power producers that are qualifying co-generation facilities and qualifying small power production facilities ("QFs"). As of December 31, 20132014, SCE had 139130 QF contracts which expire at various dates between 2014 and 2030.contracts.
Other Power Purchase Agreements – In accordance with the SCE's CPUC-approved long-term procurement plans, SCE has entered into capacity agreements with third parties, including 3211 combined heat and power contracts, 1511 tolling arrangements, 411 power call optionstransmission and fuel contracts and 5513 resource adequacy contracts. SCE's obligations under a portion of these agreements are limited to payments for the availability of such resources.

95




At December 31, 20132014, the undiscounted future minimum expected payments for the SCE power purchase agreements that have been approved by the CPUC and have completed major milestones for construction were as follows:
(in millions)
Renewable
Energy
Contracts
 
QF Power
Purchase
Agreements
 
Other Purchase
Agreements
Renewable
Energy
Contracts
 
QF Power
Purchase
Agreements
 
Other Purchase
Agreements
2014$796
 $312
 $1,033
2015881
 303
 900
$1,009
 $254
 $830
2016936
 245
 701
1,115
 217
 724
20171,070
 213
 693
1,162
 191
 729
20181,091
 170
 571
1,159
 150
 592
20191,214
 88
 496
Thereafter17,806
 186
 1,992
17,740
 69
 1,504
Total future commitments$22,580
 $1,429
 $5,890
$23,399
 $969
 $4,875
In February 2015, SCE had power procurement contracts that met the critical contract provisions. The additional commitments (not included in the table above) are estimated to be approximately $680 million for the thereafter periods.
Many of the power purchase agreements that SCE entered into with independent power producers are treated as operating and capital leases. The following table shows the future minimum expectedlease payments due under the contracts that are treated as operating and capital leases (these amounts are also included in the table above). Due to the inherent uncertainty associated with the reliability of the fuel source, expected purchases from most renewable energy contracts do not meet the definition of a minimum lease payment and have been excluded from the operating and capital lease table below but remain in the table above. The future expectedminimum lease payments for capital leases are discounted to their present value in the table below using SCE's incremental borrowing rate at the inception of the leases. The amount of this discount is shown in the table below as the amount representing interest.
(in millions)
Operating
Leases
 
Capital
Leases
Operating
Leases
 
Capital
Leases
2014$1,273
 $33
20151,345
 33
$473
 $33
20161,271
 33
373
 33
20171,379
 33
361
 33
20181,272
 33
258
 33
2019194
 33
Thereafter17,616
 356
1,921
 323
Total future commitments$24,156
 $521
$3,580
 $488
Amount representing executory costs 
 (118) 
 (111)
Amount representing interest 
 (194) 
 (174)
Net commitments 
 $209
 
 $203

110




Operating lease expense for these power purchase agreements was$1.7 billion in 2014, $1.5 billion in 2013, and $1.3 billion in 2012 and $1.4 billion(including contingent rents of $944 million in 20112014, $843 million in 2013 and $609 million in 2012). The timing of SCE's recognition of the lease expense conforms to ratemaking treatment for SCE's recovery of the cost of electricity and is included in purchased power.
At December 31, 20132014 and 20122013, SCE's net capital leases reflected in utility plant on the consolidated balance sheets were $209203 million and $216209 million, including accumulated amortization of $3946 million and $3339 million, respectively. SCE had $67 million and $6 million included in "Other current liabilities" and $203196 million and $210203 million included in "Other deferred credits and other liabilities,"liabilities" at December 31, 2014 and 2013, respectively, representing the present value of the minimum lease payments due under these contracts recorded on the consolidated balance sheets at December 31, 2013 and 2012, respectively.sheets.

96




Other Lease Commitments
The following summarizes the estimated minimum future commitments for SCE's noncancelable other operating leases (excluding SCE's power purchase agreements discussed above):
(in millions)
Operating
Leases –
Other
Operating
Leases –
Other
2014$76
201565
$102
201652
116
201736
90
201830
81
201933
Thereafter194
201
Total future commitments$453
$623
Operating lease expense for other leases (primarily related to vehicles, office space, nuclear fuel storage space and other equipment) were$96 million in 2014, $78 million in 2013, and $75 million in 2012 and $66 million in 2011.
Nuclear Decommissioning Commitment
SCE has collected in rates amounts for the future costs of removal of its nuclear assets, and has placed those amounts in independent trusts. The recorded liability to decommission SCE's nuclear power facilities is $3.3 billion as of December 31, 2013, based on decommissioning studies performed in 2010 for Palo Verde and a 2013 updated decommissioning cost estimate for the retirement of both San Onofre Units 2 and 3. Changes in the estimated costs, timing of decommissioning or the assumptions underlying these estimates could cause material revisions to the estimated total cost to decommission. SCE currently estimates that it will spend approximately $7.1 billion through 2053 to decommission its nuclear facilities. This estimate is based on SCE's decommissioning cost methodology used for ratemaking purposes, escalated at rates ranging from 1.5% to 7.3% (depending on the cost element) annually. These costs are expected to be funded from independent decommissioning trusts, which received contributions of $23 million in 2013, 2012 and 2011. SCE estimates annual after-tax earnings on the decommissioning funds of 4.2% to 5.7%. If the assumed return on trust assets is not earned, it is probable that additional funds needed for decommissioning will be recoverable through rates in the future. If the assumed return on trust assets is greater than estimated, funding amounts may be reduced through future decommissioning proceedings.
Decommissioning expense under the ratemaking method was $23 million for 2013, 2012 and 2011. The ARO for decommissioning SCE's nuclear facilities was $3.3 billion and $2.6 billion at December 31, 2013 and 2012, respectively. See Note 4 and Note 10 for discussion on the nuclear decommissioning trusts. Total expenditures for the decommissioning of San Onofre Unit 1 were $599 million from the beginning of the project in 1998 through December 31, 2013.
Other Commitments
The following summarizes the estimated minimum future commitments for SCE's other commitments:
(in millions)2014 2015 2016 2017 2018 Thereafter Total2015 2016 2017 2018 2019 Thereafter Total
Other contractual obligations$123
 $105
 $85
 $66
 $160
 $612
 $1,151
$86
 $120
 $101
 $73
 $58
 $572
 $1,010
Costs incurred for other commitments were $90 million in 2014, $153 million in 2013, and $249 million in 2012 and $281 million in 2011. SCE has fuel supply contracts for Palo Verde which require payment only if the fuel is made available for purchase. SCE also has commitments related to maintaining reliability and expanding SCE's transmission and distribution system.

111




As a result of the decision to permanently retire San Onofre Units 2 and 3, SCE has submitted fuel contract delivery cancellation notices for the nuclear fuel contractual arrangements. As of December 31, 2013,2014, SCE had accrued a liability of $33$28 million related to estimated costs associated with the cancellation and management of future deliveries of nuclear fuel and recorded a regulatory asset for recovery of costs in the future. See Note 9 for further discussion of SCE's decision to permanently retire San Onofre.future which is not included in the table above.
Indemnities
Edison International and SCE have various financial and performance guarantees and indemnity agreements which are issued in the normal course of business.
Edison International and SCE have provided indemnifications through contracts entered into in the normal course of business. These are primarily indemnifications against adverse litigation outcomes in connection with underwriting agreements, and indemnities for specified environmental liabilities and income taxes with respect to assets sold. Edison International's and SCE's obligations under these agreements may or may not be limited in terms of time and/or amount, and in some instances Edison International and SCE may have recourse against third parties. Edison International and SCE have not recorded a liability related to these indemnities. The overall maximum amount of the obligations under these indemnifications cannot be reasonably estimated.
SCE has indemnified the City of Redlands, California in connection with Mountainview's California Energy Commission permit for cleanup or associated actions related to groundwater contaminated by perchlorate due to the disposal of filter cake at the City's solid waste landfill. The obligations under this agreement are not limited to a specific time period or subject to a maximum liability. SCE has not recorded a liability related to this indemnity.
Contingencies
In addition to the matters disclosed in these Notes, Edison International and SCE are involved in other legal, tax and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. Edison International and SCE believe the outcome of these other proceedings will not, individually or in the aggregate, materially affect its results of operations or liquidity.

97




San Onofre Related Matters
Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of unexpected tube wear were also discovered. On June 6, 2013, SCE believesdecided to permanently retire Units 2 and 3.
Settlement of San Onofre CPUC Proceedings
In October 2012, the CPUC issued an Order Instituting Investigation ("OII") that consolidated all San Onofre issues in related CPUC regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, and operation and maintenance costs.
On November 20, 2014, the CPUC approved the Amended and Restated Settlement Agreement (the "San Onofre OII Settlement Agreement") that SCE had entered into with TURN, the ORA, SDG&E, the Coalition of California Utility Employees, and Friends of the Earth (together, the "Settling Parties"). The San Onofre OII Settlement Agreement resolved the CPUC's OII and related proceedings regarding the Steam Generator Replacement Project at San Onofre and the related outage and subsequent shutdown of San Onofre. The San Onofre OII Settlement Agreement does not affect proceedings before the NRC or proceedings related to recoveries from third parties described below, but does describe how shareholders and customers will share any potential recoveries. A lawsuit challenging the CPUC's authority to permit rate recovery of San Onofre costs and an application for rehearing of the CPUC’s decision approving the San Onofre OII Settlement Agreement were filed in November and December 2014, respectively. On February 9, 2015, SCE filed in the OII proceeding a Late-Filed Notice of Ex Parte Communication regarding a meeting in March 2013 between an SCE senior executive and the president of the CPUC, both of whom have since retired from their respective positions. In response, the Alliance for Nuclear Responsibility, one of the intervenors in the OII, filed an application requesting that the actions taken and costs incurredCPUC institute an investigation into whether sanctions should be imposed on SCE in connection with the ex parte communication. The application requests that the CPUC order SCE to produce all ex parte communications between SCE and the CPUC or its staff since January 31, 2012 and all internal SCE unprivileged communications that discuss such ex parte communications.
As set out in the San Onofre OII Settlement Agreement, SCE will not be allowed to recover in rates its capitalized costs for the Steam Generator Replacement Project as of February 1, 2012 or a return on such investment after such date. Additionally, SCE will not be allowed to recover in rates approximately $99 million of incremental inspection and repair costs incurred for the replacement steam generators ("RSGs") in 2012 that exceeded CPUC-authorized operations and outages have been prudent. Accordingly, SCE considers its operating, capital, and market powermaintenance expense. These costs, recoverable through base rates and the ERRA balancing account (as reducednet of invoices paid by the impairment recordedsupplier of the RSGs, were previously expensed in 2013).SCE's 2012 financial results, although they remain subject to recovery from the RSG's supplier. Neither will SCE cannot provide assurance that the CPUC will not disallow costs incurred or order refundsbe allowed to customers of amounts collectedrecover in rates orprovisionally authorized operations and maintenance expense in 2013 that exceeds amounts in recorded operations and maintenance expense (including severance and incremental repair and inspection costs); such excess had not been recognized in 2013 earnings. Subject to the foregoing, SCE will be successfulauthorized to recover in recovering amounts from third parties. Disallowances of costs and/or refund of amounts received from customers couldrates its remaining investment in San Onofre, including base plant, materials and supplies, nuclear fuel inventory and contracts and construction work in progress ("CWIP"), generally over a ten-year period commencing February 1, 2012. Additionally, SCE will be material and adversely affect SCE's financial condition, results ofauthorized to recover in rates its provisionally authorized operations and cash flows.maintenance expenses for 2012, recorded costs for the 2012 refueling outage of Unit 2, recorded operations and maintenance expenses for 2013, and recorded operations and maintenance expenses for 2014 subject to customary prudency review. Finally, SCE will pursue recoveries arisingalso be authorized to recover in rates through its fuel and purchased power balancing account ("ERRA") all costs incurred to purchase electric power in the market related to the outage and shutdown of San Onofre, and to recover by December 31, 2015 any San Onofre-related ERRA undercollections. See Note 1 for more information on the impairment of long-lived assets.
A 5% incentive is provided for SCE to realize savings for customers by selling materials and supplies and nuclear fuel, as well minimizing costs under fuel contracts. This incentive allows SCE to retain 5% of sales proceeds, with the balance credited to customers. In addition, SCE recovers 5% of the difference between SCE's purchase obligations under fuel contracts and the fuel cancellation costs, with the remaining avoided fuel contract costs inuring to the benefit of customers.
Under the San Onofre OII Settlement Agreement, the unamortized portion of SCE's investment other than nuclear fuel may, at SCE's option, be excluded from available agreements, butSCE's capital structure for purposes of determining regulatory capital requirements and to allow SCE to finance those assets solely with debt. The terms of the San Onofre OII Settlement Agreement provide that if SCE selects the debt financing option and finances these regulatory assets at a cost lower than the return authorized by the San Onofre OII Settlement Agreement, the savings will be shared equally between customers and SCE. In January 2015, SCE issued amortizing first and refunding mortgage bonds that have been designated as a financing of the San Onofre regulatory asset.

98




The San Onofre OII Settlement Agreement includes a requirement for SCE to make a contribution of $4 million per year, for a five-year period, to a University of California research, development and demonstration program to reduce greenhouse gases. SCE recorded this obligation in 2014.
NRC Proceedings
As part of the NRC's review of the San Onofre outage and proceedings related to the possible restart of Unit 2, the NRC appointed an Augmented Inspection Team to review SCE's performance. In December 2013, the NRC finalized an Inspection Report in connection with the Augmented Inspection Team's review and SCE's response to an earlier NRC Confirmatory Action Letter. The NRC's report identified a "white" finding (low to moderate safety significance) for failing to ensure that MHI's modeling and analysis were adequate. In November 2014, the NRC closed the "white" finding, confirming that there were no additional issues identified that could impact SCE's ability to safely decommission San Onofre. The NRC also issued an Inspection Report to MHI containing a Notice of Nonconformance for its flawed computer modeling in the design of San Onofre's steam generators. On October 2, 2014, the NRC's Office of Inspector General ("OIG") published a report on the NRC's oversight of SCE's evaluation process for the RSGs, which was used to determine whether changes in the design of a component would require an amendment to the operating license of a nuclear power plant. The OIG determined that the NRC "missed opportunities" in connection with its 2009 inspection of SCE's evaluation process, and concluded that without further review of information concerning SCE's evaluation conclusions, there is no assurance that the NRC reached the correct conclusion in its 2009 inspection that San Onofre did not need a license amendment for its steam generator replacement. The OIG Report also indicated that additional ongoing review of SCE's compliance with the license amendment regulatory process by an NRC Staff Petition Review Board had been further deferred to February 2015. Certain anti-nuclear groups and individual members of Congress have alleged that SCE will recover allknew of its applicable costs pursuant to these arrangements. See Note 9deficiencies in the steam generators when they were installed or otherwise did not correctly follow NRC requirements for further details.
Potential Claims by EME
In December 2012, EMEthe design and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11installation of the Bankruptcy Codereplacement steam generators, something which SCE has vigorously denied, and have called for investigations, including by the Department of Justice. SCE cannot predict when or whether ongoing proceedings by the NRC will be completed or whether inquiries by other government agencies will be initiated.
NEIL Insurance Claims
San Onofre carries accidental property damage and carried accidental outage insurance issued by Nuclear Electric Insurance Limited ("NEIL") and has placed NEIL on notice of claims under both policies. The NEIL policies have a number of exclusions and limitations that NEIL may assert reduce or eliminate coverage, and SCE may choose to challenge NEIL's application of any such exclusions and limitations. The estimated total claims under the accidental outage insurance through August 30, 2014 are approximately $433 million (SCE's share of which is approximately $339 million). Accidental outage policy benefits may be subject to reduction by up to 90% for the periods following announcement of the permanent retirement of the Units. The accidental outage insurance at San Onofre has been canceled prospectively as a result of the permanent retirement. SCE has not submitted a proof of loss under the accidental property damage insurance but reserves the right to do so. No coverage determination was made by the NEIL Board of Directors in 2014. The parties are continuing discussions but it is unlikely that a coverage determination will be made in the Bankruptcy Court. EME submitted its Planfirst quarter of Reorganization2015. SCE may challenge any reduction or denial of coverage. No amounts have been recognized in December 2013SCE's financial statements, pending NEIL's response.
Under the San Onofre OII Settlement Agreement, recoveries from NEIL, if any, will first be applied to reimburse costs incurred in pursuing such recoveries, including litigation costs. To the extent SCE's share of recoveries from NEIL exceeds such costs, recoveries under the accidental outage insurance will be allocated 95% to customers and 5% to SCE and all other NEIL recoveries will be allocated 82.5% to customers and 17.5% to SCE. SCE customers' portion of amounts recovered from NEIL would be distributed to SCE customers via a credit to SCE's ERRA account.
MHI Claims
SCE is also pursuing claims against Mitsubishi Heavy Industries, Ltd. and related companies ("December Plan of Reorganization"MHI"), which includeddesigned and supplied the saleRSGs. MHI warranted the RSGs for an initial period of substantially all20 years from acceptance and is contractually obligated to repair or replace defective items with dispatch and to pay specified damages for certain repairs. MHI's stated liability under the purchase agreement is limited to $138 million and excludes consequential damages, defined to include "the cost of EME’s assetsreplacement power;" however, limitations in the contract are subject to NRG Energy, Inc.applicable exceptions both in the contract and under law. SCE has advised MHI that it believes one or more of such exceptions apply and that MHI's liability is not limited to $138 million. MHI has advised SCE that it disagrees. In October 2013 SCE sent MHI a formal request for binding arbitration under the transfer of ownership of EME to unsecured creditors, to the Bankruptcy Court for confirmation. Under the December Plan of Reorganization, the remaining assets of EME, consistingauspices of the NRG sale proceeds, certain EME tax benefits comprisedInternational Chamber of net operating loss and tax credits, carryforwards and causes of action against Edison International or others that were not released under the December Plan of Reorganization, would have re-vested in reorganized EME (“Reorganized EME”).
EME has indicated that it is preparing a complaint containing claims similar to those alleged by the Official Committee of Unsecured Creditors in a motion filed in the Bankruptcy Court on August 1, 2013 against Edison International, SCE, certain other subsidiaries of Edison International, and present and former directors of Edison International, SCE and EME. Such motion was accompanied by a draft complaint which has not been filed or served. The draft complaint set forth a variety of allegations against the defendants, including, among other things, that $925 million in dividends paid by EME to Mission Energy Holding Company in 2007 are recoverable, that $183 million paid by EME under the Tax Allocation Agreement in September 2012 was improper, that EME was operated between 2010 and 2012 for Edison International’s benefit and notCommerce in accordance with fiduciary duties owed to EMEthe purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and its creditors, that amendingcustomers and in its capacity as Operating Agent for San Onofre. MHI has denied any liability and has asserted counterclaims for $41 million, for which SCE has denied any liability. Each of the Tax Allocation Agreement to have it expire on December 31, 2013 was a breach of fiduciary duty, that Edison International has historically overcharged EME forother co-owners sued MHI,

11299




shared services, that Edison Internationalalleging claims arising from MHI's supplying the faulty steam generators, which have been stayed pending the arbitration. The other co-owners (SDG&E and certainRiverside) have been added as additional claimants in the arbitration, with party status.
SCE, on behalf of itself and the other San Onofre co-owners, has submitted seven invoices to MHI totaling $149 million for steam generator repair costs incurred through April 30, 2013. MHI paid the first invoice of $45 million, while reserving its competitive subsidiaries are alter egos of,right to challenge it and should be substantively consolidated with, EME, and are therefore liable for EME’s debts, and that utilization by Edison International and SCE of bonus depreciation following EME’s filing for bankruptcy wassubsequently rejected a violationportion of the automatic stay in the EME bankruptcy. Edison Internationalfirst invoice and has not been servedpaid further invoices, claiming further documentation is required, which SCE disputes. SCE recorded its share of the invoice paid (approximately $35 million) as a reduction of repair and inspection costs in 2012.
Under the San Onofre OII Settlement Agreement, recoveries from MHI (including amounts paid by MHI under the first invoice), if any, will first be applied to reimburse costs incurred in pursuing such recoveries, including litigation costs. To the extent SCE's share of recoveries from MHI exceed such costs, they will be allocated 50% to customers and 50% to SCE.
The first $282 million of SCE's customers' portion of such recoveries from MHI will be distributed to customers via a credit to a sub-account of SCE's Base Revenue Requirement Balancing Account ("BRRBA"), reducing revenue requirements from customers. Amounts in excess of the first $282 million distributable to SCE customers will reduce SCE's regulatory asset represented by the unamortized balance of investment in San Onofre base plant, reducing the revenue requirement needed to amortize such investment. The amortization period, however, will be unaffected. Any additional amounts received after the regulatory asset is recovered will be applied to the BRRBA.
The San Onofre OII Settlement Agreement provides the utilities with a complaint by EME,the discretion to resolve the NEIL and MHI disputes without CPUC approval or review, but if served would vigorously contest such allegations.
Edison International has filedthe utilities are obligated to use their best efforts to inform the CPUC of any settlement or other resolution of these disputes to the extent this is possible without compromising any aspect of the resolution. SCE and SDG&E have also agreed to allow the CPUC to review the documentation of any final resolution of the NEIL and MHI disputes and the litigation costs incurred in pursuing claims against EME for payment of EME’s allocated or stand-alone pensionNEIL and tax liabilities. On January 2, 2014, EME filed its objectionsMHI to Edison International's claims and a motion to estimate certain claims including claims filed by Edison International.
In February 2014, Edison International, EME and the Consenting Noteholders entered into a Settlement Agreement pursuant to which EME amended its Plan of Reorganization (“Amended Plan of Reorganization”). The Amended Plan of Reorganization, including the Settlement Agreement, is subjectensure they are not exorbitant in relation to the approval ofrecovery obtained. There is no assurance that there will be any recoveries from NEIL or MHI or that if there are recoveries, that they will exceed the Bankruptcy Court. If the Settlement agreement is not approved or is not effectuated for any other reason, EME may still bring the complaint mentioned above. For more information on the Settlement Agreement, see Note 16.
San Gabriel Valley Windstorm Investigation
In November 2011, a windstorm resulted in significant damagecosts incurred to SCE’s electric system and service outages forpursue them. Were there to be recoveries, SCE customers primarily in the San Gabriel Valley. The CPUC directed its Safety and Enforcement Division (“SED”) to conduct an investigation focused on the cause of the outages, SCE’s service restoration effort, and SCE’s customer communications during the outages. The SED issued its final report on January 11, 2013. The report asserts that SCE and others with whom SCE shares utility poles violated certain CPUC safety rules applicable to overhead line construction, maintenance and operation, which may have caused the failures of affected poles and supporting cables. The report also concludes that SCE’s restoration time was not adequate and makes other assertions. Additionally, the report contends that SCE violated CPUC rules by failing to preserve evidence relevant to the investigationcannot speculate when it did not retain damaged poles that were replaced following the windstorm. In February 2014, SCE entered into agreements with the SED to settle this matter and another, unrelated matter involving SCE's system. Both settlements are subject to CPUC approval.they would be received.
Four Corners Environmental Matters
In October 2011,, four private environmental organizations filed a CAA citizen lawsuit against the co-owners of Four Corners. The complaint alleges that certain work performed at the Four Corners generating units 4 and 5, over the approximate periods of 19851986 and 2007 – 2010, constituted plant “major modifications”"major modifications" and the plant's failure to obtain permits and install best available control technology ("BACT") violated the PSDPrevention of Significant Deterioration requirements and the New Source Performance Standards of the CAA. The complaint also alleges subsequent and continuing violations of BACT air emissions limits. The lawsuit seeks injunctive and declaratory relief, civil penalties, including a mitigation project and litigation costs. In November 2012, the parties requested a stay of the litigation to allow for settlement discussion, and the matter is currently stayed. In December 2013, SCE sold its ownership interest in generating units 4 and 5 to APS. Under the sale agreement SCE remains responsible for its pro-rata share of certain environmental liabilities, including penalties in the event they arise from environmental violations prior to the sale. In addition, under the terms of the sale agreement, SCE retains the liability for its proportionate share of expenses occurring as a result of new environmental regulations applicable to the coal ash and combustion residuals deposited at the landfill at Four Corners during the period that SCE held its ownership interest in Four Corners ifonce such new regulations are adopted.become effective. SCE is unable to estimate a possible loss or range of loss associated with these matters.
Environmental Remediation
Edison International records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. Edison International reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operation and maintenance, monitoring and site closure. Unless there is a single probable amount, Edison International records the lower end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
At December 31, 2013,2014, Edison International's recorded estimated minimum liability to remediate its 1920 identified sites in which the upper end of the range of the costs is at least $1 million at SCE was $110$108 million, including $73$70 million related to San Onofre. In addition to these sites, SCE also has 3938 immaterial sites for which the total minimum recorded liability was

113




$4 $3 million. Of the $114$111 million total environmental remediation liability for SCE, $110$107 million has been recorded as a

100




regulatory asset. SCE expects to recover $36 million through an incentive mechanism that allows SCE to recover 90% of its environmental remediation costs at certain sites (SCE may request to include additional sites) and $74$71 million through a mechanism that allows SCE to recover 100% of the costs incurred at certain sites through customer rates. Edison International's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination, and the extent, if any, that Edison International may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.
The ultimate costs to clean up Edison International's identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. Edison International believes that, due to these uncertainties, it is reasonably possible that cleanup costs at the identified material sites and immaterial sites could exceed its recorded liability by up to $162$161 million and $7 million, respectively, all of which is related to SCE. The upper limit of this range of costs was estimated using assumptions least favorable to Edison International among a range of reasonably possible outcomes.
SCE expects to clean up and mitigate its identified sites over a period of up to 30 years. Remediation costs for each of the next fourfive years are expected to range from $6$3 million to $27$23 million. Costs incurred for years ended December 31, 2014, 2013 and 2012 and 2011 were $4 million, $8 million $10 million and $16$10 million, respectively.
Based upon the CPUC's regulatory treatment of environmental remediation costs incurred at SCE, Edison International believes that costs ultimately recorded will not materially affect its results of operations, financial position or cash flows. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to estimates.
Nuclear Insurance
Federal law limits public offsite liability claims for bodily injury and property damage from a nuclear incident to the amount of available financial protection, which is currently approximately $13.6 billion.$13.6 billion. SCE and other owners of San Onofre and Palo Verde have purchased the maximum private primary insurance available ($($375 millionmillion) through a Facility Form issued by American Nuclear Insurers ("ANI"). The balance is covered by a loss sharing program among nuclear reactor licensees. If a nuclear incident at any licensed reactor in the United States results in claims and/or costs which exceed the primary insurance at that plant site, all nuclear reactor licensees could be required to contribute their share of the liability in the form of a deferred premium.
The ANI Facility Form coverage includes broad liability protection for bodily injury or offsite property damage caused by nuclear material at San Onofre, or while in transit to or from San Onofre. The Facility Form, however, includes several exclusions. First, it excludes onsite property damage to the nuclear facility itself and onsite cleanup costs, but as discussed below SCE maintains separate NEIL property damage coverage for such events. Second, tort claims of onsite workers are excluded, but SCE also maintains separate $375 million ANI Facility Workers Form coverage for non-licensee workers. Third, offsite environmental costs arising out of government orders or directives, including those issued under the Comprehensive Environmental Response, Compensation and Liability Act, also known as CERCLA, are excluded, with minor exceptions from clearly identifiable accidents.
Based on its ownership interests, SCE could be required to pay a maximum of approximately $255$255 million per nuclear incident. However, it would have to pay no more than approximately $38$38 million per incident in any one year. If the public liability limit above is insufficient, federal law contemplates that additional funds may be appropriated by Congress. This could include an additional assessment on all licensed reactor operators as a measure for raising further federal revenue.
NEIL, a mutual insurance company owned by entities with nuclear facilities, issues primary property damage, decontamination and excessnuclear property damage and accidental outage insurance policies. AtThe amount of nuclear property insurance purchased for San Onofre and Palo Verde property damage insurance covers losses up to $500 million, including decontamination costs. Decontamination liability and excess property damage coverage exceedingexceeds the primary $500 million also has been purchased in amounts greater than theminimum federal requirement of a minimum of approximately $1.06 billion.$1.06 billion. These policies include coverage for decontamination liability. Property damage insurance also covers damages caused by acts of terrorism up to specified limits. Additional outage insurance covers part of replacement power expenses during an accident-related nuclear unit outage. The accidental outage insurance at San Onofre has been canceled as a result of the permanent retirement, but that insurance continues to be in effect at Palo Verde.
If losses at any nuclear facility covered by the arrangement were to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium adjustments of up to approximately $52$52 million per year. Insurance premiums are charged to operating expense.

114101




Wildfire Insurance
Severe wildfires in California have given rise to large damage claims against California utilities for fire-related losses alleged to be the result of the failure of electric and other utility equipment. Invoking a California Court of Appeal decision, plaintiffs pursuing these claims have relied on the doctrine of inverse condemnation, which can impose strict liability (including liability for a claimant's attorneys' fees) for property damage. Prolonged drought conditions in California have also increased the risk of severe wildfire events. On SeptemberJune 1, 2013,2014, Edison International renewed its liability insurance coverage, which included coverage for SCE's wildfire liabilities up to a $500547.5 million limit (with a self-insured retention of $10 million per wildfire occurrence). Various coverage limitations within the policies that make up this insurance coverage could result in additional self-insured costs in the event of multiple wildfire occurrences during the policy period (September(June 1, 20132014 to May 31, 2014)2015). SCE also has additional coverage for certain wildfire liabilities of $450$450 million,, which applies when total covered wildfire claims exceed $550$550 million,, through May 31, 2014.June 14, 2015. SCE may experience coverage reductions and/or increased insurance costs in future years. No assurance can be given that future losses will not exceed the limits of SCE's insurance coverage.
Spent Nuclear Fuel
Under federal law, the Department of Energy ("DOE") is responsible for the selection and construction of a facility for the permanent disposal of spent nuclear fuel and high-level radioactive waste. The DOE did not meet its contractual obligation to begin acceptance of spent nuclear fuel by January 31, 1998. Extended delays by the DOE have led to the construction of costly alternatives and associated siting and environmental issues. Currently, both San Onofre and Palo Verde have interim storage for spent nuclear fuel on site sufficient for thetheir current license period.periods.
In June 2010,, the United States Court of Federal Claims issued a decision granting SCE and the San Onofre co-owners damages of approximately $142$142 million (SCE share $112 million) to recover costs incurred through December 31, 2005 for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre. SCE received payment from the federal government in the amount of the damage award in November 2011. SCE has returned to the San Onofre co-owners their respective shareshares of the damage award paid. In December 2013, the CPUC approved SCE's proposal to return the SCE share of the award to customers based on the amount that customers actually contributed for fuel storage costs;costs, resulting in approximately $94 million of the SCE share being returned to customers and the remaining $18 million being returned to shareholders. SCE, as operating agent, filed a lawsuit on behalf of the San Onofre owners against the DOE in the Court of Federal Claims in December 2011 seeking damages of approximately $98$98 million for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel for the period from January 1, 2006 to December 31, 2010. In September 2014, SCE added damages incurred for the period from January 1, 2011 to December 31, 2013 in the approximate amount of $84 million to its December 2011 lawsuit. Additional legal action would be necessary to recover damages incurred after December 31, 2010.2013. All damages recovered by SCE are subject to CPUC review as to how these amounts would be distributed among customers, shareholders, or to offset fuel decommissioning or storage costs.
Note 13.12.    Preferred and Preference Stock of Utility
SCE's authorized shares are: $100 cumulative preferred – 12 million shares, $25 cumulative preferred – 24 million shares and preference with no par value – 50 million shares. SCE's outstanding shares are not subject to mandatory redemption. There are no dividends in arrears for the preferred or preference shares. Shares of SCE's preferred stock have liquidation and dividend preferences over shares of SCE's common stock and preference stock. All cumulative preferred shares are redeemable. When preferred shares are redeemed, the premiums paid, if any, are charged to common equity. No preferred shares were issued or redeemed in the years ended December 31, 20132014, 20122013 and 20112012. There is no sinking fund requirement for redemptions or repurchases of preferred shares.
Shares of SCE's preference stock rank junior to all of the preferred stock and senior to all common stock. Shares of SCE's preference stock are not convertible into shares of any other class or series of SCE's capital stock or any other security. There is no sinking fund requirement for redemptions or repurchases of preference shares.

115102




Preferred stock and preference stock is:
Shares
Outstanding
 
Redemption
Price
 December 31,
Shares
Outstanding
 
Redemption
Price
 December 31,
(in millions, except shares and per-share amounts) 2013 2012 2014 2013
Cumulative preferred stock              
$25 par value:              
4.08% Series650,000
 $25.50
 $16
 $16
650,000
 $25.50
 $16
 $16
4.24% Series1,200,000
 25.80
 30
 30
1,200,000
 25.80
 30
 30
4.32% Series1,653,429
 28.75
 41
 41
1,653,429
 28.75
 41
 41
4.78% Series1,296,769
 25.80
 33
 33
1,296,769
 25.80
 33
 33
Preference stock              
No par value:              
5.07% Series A (variable and noncumulative)3,250,000
 100.00
 325
 325
6.125% Series B (noncumulative)2,000,000
 100.00
 
 200
6.00% Series C (noncumulative)2,000,000
 100.00
 
 200
4.51% Series A (variable and noncumulative)3,250,000
 100.00
 325
 325
6.50% Series D (cumulative)1,250,000
 100.00
 125
 125
1,250,000
 100.00
 125
 125
6.25% Series E (cumulative)350,000
 1,000.00
 350
 350
350,000
 1,000.00
 350
 350
5.625% Series F (cumulative)190,004
 2,500.00
 475
 475
190,004
 2,500.00
 475
 475
5.10% Series G (cumulative)160,004
 2,500.00
 400
 
160,004
 2,500.00
 400
 400
5.75% Series H (cumulative)110,004
 2,500.00
 275
 
SCE's preferred and preference stock    1,795
 1,795
    2,070
 1,795
Less issuance costs    (42) (36)    (48) (42)
Edison International's preferred and preference stock of utility 
  
 $1,753
 $1,759
 
  
 $2,022
 $1,753
Shares of Series A preference stock, issued in 2005, may be redeemed in whole or in part. Shares of Series D preference stock, issued in 2011, may not be redeemed prior to March 1, 2016. After March 1, 2016, SCE may redeem the shares at par, in whole or in part. Shares of Series E preference stock, issued in 2012, may be redeemed at par, in whole or in part, after February 1, 2022. Shares of Series F, G and GH preference stock, issued in 2012, 2013 and 2013,2014, respectively, may be redeemed at par, in whole, but not in part, at any time prior to June 15, 2017, March 15, 2018 and March 15, 2018,2024, respectively, if certain changes in tax or investment company laws occur. After June 15, 2017, March 15, 2018 and March 15, 2018,2024, SCE may redeem the Series F, G and GH shares, respectively, at par, in whole or in part. For shares of Series H preference stock, distributions will accrue and be payable at a floating rate from and including March 15, 2024. Shares of Series F, G and GH preference stock were issued to SCE Trust I, SCE Trust II and SCE Trust II,III, respectively, special purpose entities formed to issue trust securities as discussed in Note 3. The proceeds from the sale of the shares of Series G were used to redeem all outstanding shares of Series B and C preference stock. Preference shares are not subject to mandatory redemption.
At December 31, 20132014, declared dividends related to SCE's preferred and preference stock were $3018 million.

116




Note 14.13.    Accumulated Other Comprehensive Loss
IncludedThe changes in the Edison International accumulated other comprehensive loss, at December 31, 2011 was $34 million (netnet of tax) of unrealized losses from cash flow hedges and $5 million (net of tax) from prior service costs from pension and PBOP Plans. These balances were included in other comprehensive income during 2012 resulting in a zero balance at December 31, 2012. The changes in accumulated comprehensive income, excluding the items above, were as follows:tax, consist of:
Edison International SCEEdison International SCE
Years ended December 31, Years ended December 31,
(in millions)2013 2012   2013 2012 2014 2013 2014 2013
Beginning balance$(87) $(100)
1 

  $(29) $(24) $(13) $(87) $(11) $(29)
Pension and PBOP – net loss:         
Pension and PBOP – net gain (loss):       
Other comprehensive income (loss) before reclassifications63
 15
  13
 (9) (58) 63
 (21) 13
Reclassified from accumulated other comprehensive income2
9
 (2)  3
 4
 
Reclassified from accumulated other comprehensive loss1
11
 9
 2
 3
Other2
 
  2
 
 2
 2
 2
 2
Change74

13
  18
 (5) (45)
74
 (17) 18
Ending balance$(13) $(87)  $(11) $(29) $(58) $(13) $(28) $(11)
1
Excludes the amount of unrealized losses from cash flow hedges and prior service costs arising from pension and PBOP.
2 
These items are included in the computation of net periodic pension and PBOP expense. See Note 8 for additional information.

103




Note 15.14.    Interest and Other Income and Other Expenses
Interest and other income and other expenses are as follows:
 Years ended December 31, Years ended December 31,
(in millions) 2013 2012 2011 2014 2013 2012
SCE interest and other income:            
Equity allowance for funds used during construction $72
 $96
 $96
 $65
 $72
 $96
Increase in cash surrender value of life insurance policies 30
 27
 26
Increase in cash surrender value of life insurance policies and life insurance benefits 36
 30
 27
Interest income 10
 7
 5
 5
 10
 7
Other 10
 14
 13
 16
 10
 14
Total SCE interest and other income 122
 144
 140
 122
 122
 144
Edison International Parent and Other income 2
 5
 7
 25
 2
 5
Total Edison International interest and other income $124
 $149
 $147
 $147
 $124
 $149
SCE other expenses:            
Civic, political and related activities and donations $37
 $32
 $30
 $35
 $37
 $32
Penalties 20
 
 
 16
 20
 
Other 17
 18
 25
 28
 17
 18
Total SCE other expenses 74
 50
 55
 79
 74
 50
Edison International Parent and Other other expenses 
 2
 
 1
 
 2
Total Edison International other expenses $74
 $52
 $55
 $80
 $74
 $52
In August 2014, the CPUC approved two settlement agreements between SCE and the SED related to 2011 events in San Bernardino and San Gabriel, California. The settlement agreements resulted in SCE paying a $15 million penalty to the State General Fund. In 2013, SCE and the Safety and Enforcement Division of the CPUC agreed to terms of a settlement agreement related to the 2007 wildfire in Malibu, California. The settlement agreement resulted in SCE paying a total of $37 million, $17 million of which will be allocated to pole safety studies and remediation in the Malibu area and a $20 million penalty paid to the State General Fund.

117




Note 16.15.    Discontinued Operations
EME Chapter 11 Bankruptcy Filing
In December 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. EME's December Plan of Reorganization included the sale of substantially all of EME’s assets to NRG Energy, Inc. and the transfer of ownership of EME to unsecured creditors, to the Bankruptcy Court for confirmation. Under the December Plan of Reorganization, the remaining assets of EME, consisting of the NRG sale proceeds, certain EME tax benefits comprised of net operating loss and tax credit carryforwards and causes of action against Edison International or others that were not released under the December Plan of Reorganization, would have re-vested in the Reorganized EME.
Deconsolidation
EME and those subsidiaries in Chapter 11 proceedings retained control of their assets and are authorized to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court. Effective December 17, 2012, Edison International no longer consolidateddid not consolidate the earnings and losses of EME or its subsidiaries, except for income tax purposes, and has reflected its ownership interest in EME utilizing the cost method of accounting. During the fourth quarter of 2012, Edison International recorded a full impairment of the investment in EME as a result of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, a provision for losses from the EME bankruptcy and estimated tax impacts related to the expected future tax deconsolidation and separation of EME from Edison International. The aggregate impact of these matters resulted in an after tax charge of $1.3 billion. Edison International considered EME to be an abandoned asset under GAAP, and, as a result, the operations of EME prior to December 17, 2012 and for all prior years are reflected as discontinued operations in the consolidated financial statements.
Edison International will not be affected by changes in EME's future financial results, other than those changes related to certain tax matters. Edison International has evaluated the continuing cash flows with EME and determined that these cash flows generated are indirect and immaterial. Edison International's continuing cash flows will not include any significant revenue-producing and cost-generating activities of EME. Shared services support that Edison International and EME provided each other was not material to Edison International's cash flows. Summarized results of discontinued operations:
(in millions)Year ended December 31, 2013 351 days ended December 16, 2012 Year ended December 31, 2011
Operating revenue$
 $1,626
 $2,180
Loss before income taxes
 (2,235) (1,931)
Before Edison International classified EME as discontinued operations, Edison International had accounted for EME's Homer City as a discontinued operation. The operating results shown above reflect the operating results of Homer City through December 14, 2012. On December 14, 2012, Homer City and an affiliate of GECC completed the Homer City Master Transaction Agreement ("MTA") between EME Homer City Generation L.P. and General Electric Capital Corporation for the divestiture by Homer City of substantially all of its remaining assets and certain specified liabilities. In the third quarter of 2012, EME recorded a $113 million charge ($68 million after tax) to write down assets held for sale to net realizable value during the third quarter of 2012. The charge was reduced to $89 million ($53 million after tax) when the transaction closed. In the fourth quarter of 2011, EME recorded an impairment charge of $1.03 billion related to Homer City's long-lived assets.
Contingencies
Under the Internal Revenue Code and applicable state statutes, Edison International Parent is jointly liable for qualified retirement plans and federal and specific state tax liabilities. As a result of the deconsolidation and the existence of joint liabilities, Edison International has recorded liabilities at December 31, 2013 of $325 million comprised of $35 million for qualified retirement plans related to plan participants of EME and $290 million for joint tax liabilities. Under the qualified plan documents and tax allocation agreements, EME is obligated to pay for such liabilities and, accordingly, at December 31, 2013 Edison International has recorded corresponding receivables from EME.
EME had indicated that it was preparing a complaint containing claims similar to those alleged by the Official Committee of Unsecured Creditors in a motion filed in the Bankruptcy Court on August 1, 2013 against Edison International, SCE, certain other subsidiaries of Edison International, and present and former directors of Edison International, SCE and EME. See EME potential claims discussed in Note 12. Edison International has not been served with a complaint by EME, but if served would vigorously contest such allegations.

118




The outcome of the EME bankruptcy proceeding as well as any litigation brought by EME against Edison International is uncertain. At December 31, 2013, management concluded that it is probable that a loss would be incurred and estimated a loss of $150 million. The outcome of the EME bankruptcy could result in losses different than the amounts recorded by Edison International and such amounts could be material.
For a discussion of contingencies related to EME, see Tax Disputes discussed in Note 7 and potential litigation discussed in Note 12.
Subsequent Event
In February 2014, subsequent to the preparation of the financial statements, Edison International, EME and the Consenting Noteholders entered into a settlement agreement (the "EME Settlement AgreementAgreement") pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the EME Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the EME Settlement Agreement, is subjectwas completed on April 1, 2014 with the sale of substantially all of EME's assets to NRG Energy, Inc. and the transactions called for in the EME Settlement Agreement, including an initial cash payment to the approvalReorganization Trust (as defined below) of the Bankruptcy Court, which is scheduled for consideration$225 million in MarchApril 2014.
Under the Amended Plan of Reorganization, EME will emergeemerged from bankruptcy free of liabilities but will remainremained an indirect wholly-owned subsidiary of Edison International, which was consolidated from April 1, 2014 and will continue to be consolidated with Edison International for income tax purposes. On the effective date of the Amended Plan of Reorganization ("Effective Date"),April 1, 2014, all of the assets and liabilities of EME that arewere not otherwise discharged in the bankruptcy or transferred to NRG Energy will bewere transferred to a newly formed trust or entity

104




under the control of EME’sEME's existing creditors (the "Reorganization Trust"), except for (a) EME’sEME's income tax attributes, which will beare retained by the Edison International consolidated income tax group; (b) certain tax and pension related liabilities in the approximate amount of $350$342 million,, which are beinghave been assumed by Edison International and for substantially all of which Edison International had joint and several responsibility; and (c) EME’sEME's indirect interest in Capistrano Wind Partners (the indirect investment in Capistrano Wind project is accounted for at fair value) and a small hydroelectric project, which is currently a lease investment of Edison Capital that is expected to be transferred to EME prior to the closing of the settlement.project.
In August 2014, Edison International has agreed to pay to the Reorganization Trustentered into an amount equal to 50%amendment of EME’s federal and California income tax benefits, which were not previously paid to EME under a tax allocation agreement between Edison International and EME that expired on December 31, 2013 ("EME Tax Attributes") and which are estimated to be approximately $1.191 billion, subject to an estimate updating procedure set forth in the Settlement Agreement that is expectedfinalized the remaining matters related to take up to approximately six months from the Effective Date. OnEME Settlement including setting the Effective Date, Edison International will pay the Reorganization Trust $225 million in cash and the balance will be paid in two installment payments to be made on September 30, 2015 and 2016, respectively. The amount of the two installment payments with interest of 5% per annum from the Effective Date will be fixed once the estimate of the EME Tax Attributes is completed but are currently estimated to be approximately $199at $204 million and $210 million, respectively, including applicable interest. Assuming continuation of existing law and tax rates, Edison International also anticipates realization of the tax benefits over a period similar to the period for which it pays for them, and pending the realization of the tax benefits, Edison International will finance the settlement from existing credit lines.
EME and the Reorganization Trust will release Edison International and its subsidiaries, officers, directors, and representatives from all claims, except for those deriving from commercial arrangements between SCE and certain EME subsidiaries and for obligations arising under the Settlement Agreement. Edison International and its subsidiaries that directly and indirectly own EME will provide a similar release to EME and the Reorganization Trust. Under the Amended Plan of Reorganization, Edison International and its subsidiaries will also be beneficiaries of orders of the Bankruptcy Court releasing them from claims of third parties in EME’s bankruptcy proceeding. The Reorganization Trust is obligated to set aside $50 million in escrow to secure its obligations to Edison International under the Settlement Agreement, including its obligation to protect against liabilities, if any, not discharged in the bankruptcy for which the Reorganization Trust remains responsible. Such escrowed amount will decline over time to zero due on September 30, 2015 and $214 million due on September 30, 2016.
ApprovalThe following table summarizes the results of discontinued operations for the Amended Planperiods presented:
 Years ended December 31, 351 days ended December 16, 2012
(in millions)2014 2013 
Operating revenue$
 $
 $1,626
Loss before income taxes(525) 
 (2,235)
Income (loss) from discontinued operations, net of Reorganization, includingtax, was $185 million, $36 million and $(1.69) billion for the Settlement Agreement, is subjectyears ended December 31, 2014, 2013 and 2012, respectively. For the year ended December 31, 2014, Edison International recorded a pre-tax loss of $525 million primarily related to the determination of the Bankruptcy Court. The final estimate of EME Tax Attributes, which will fix Edison International’s installment obligations$225 million initial cash payment to the Reorganization Trust, may differ materially from the current estimate. Subjecttwo installment payments discussed above and the other assumed liabilities. Discontinued operations also includes after-tax income of $168 million related to effectuationchanges in estimates of the settlementnet impact of retaining income tax attributes less the above payment obligations and the final determination of the EME Tax Attributes under the Settlement Agreement,assumed liabilities. Edison International anticipates that consolidated tax benefits it will retain will exceed the sum of liabilities it will assume and payments to the Reorganization Trust by approximately $200 million, and that the transactions contemplated by the Settlement Agreement, if effectuated, will result in its recording approximately $130 million in income in the first quarter of 2014, which is net of amounts recorded prior to the first quarter. Edison International has recorded deferredalso had income tax benefits of $39 million from resolution of uncertain tax positions from settlement of 2003 – 2006 tax years with the IRS and other impacts related to EME lessand an income tax loss of $22 million in 2014 (compared to a valuation allowance for amounts that would no longer be available uponbenefit of $36 million in 2013) from revised estimates of the tax impact of a tax deconsolidation of EME from Edison International. See Note 7 for more information.
The 2012 loss from discontinued operations reflects an earnings charge of approximately $220 million and$1.3 billion due to the full impairment of the investment in EME during the fourth quarter of 2012 as a $150 millionresult of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, a provision for losslosses from the EME bankruptcy and estimated tax impacts related to claims filed againstthe tax deconsolidation and separation of EME infrom Edison International. The 2012 loss also reflects a $53 million earnings charge associated with the bankruptcy. The net impactdivestiture by Homer City of these items has been approximately $70 million through December 31, 2013substantially all of its remaining assets and recorded as part of discontinued operations.

119




As the Settlement Agreement was entered into in 2014 and is subject to approval by the Bankruptcy Court, it is accounted for as a subsequent event under GAAP and not reflected in the 2013 financial statements (referred to as a "Type II" subsequent event).certain specified liabilities.
Note 17.16.    Supplemental Cash Flows Information
Supplemental cash flows information is:
Edison International SCEEdison International SCE
Years ended December 31,Years ended December 31,
(in millions)2013 2012 2011 2013 2012 20112014 2013 2012 2014 2013 2012
Cash payments (receipts) for interest and taxes:                      
Interest, net of amounts capitalized$477
 $452
 $423
 $462
 $437
 $408
$504
 $477
 $452
 $487
 $462
 $437
Tax payments (refunds), net28
 (165) (119) 28
 (279) (86)32
 28
 (165) (88) 28
 (279)
Non-cash financing and investing activities:                      
Details of debt exchange:           
Pollution-control bonds redeemed$
 $
 $(86) $
 $
 $(86)
Pollution-control bonds issued
 
 86
 
 
 86
Dividends declared but not paid:                      
Common stock$116
 $110
 $106
 $
 $
 $
$136
 $116
 $110
 $147
 $
 $
Preferred and preference stock30
 24
 11
 30
 24
 11
18
 30
 24
 18
 30
 24
Notes issued under EME Settlement Agreement$418
 $
 $
 $
 $
 $
SCE's accrued capital expenditures at December 31, 20132014, 20122013 and 20112012 were $661$837 million, $671661 million and $685671 million, respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.

105




Note 18.17.    Related Party Transactions
Edison International and SCE provide and receive various services to and from its subsidiaries and affiliates. Services provided to Edison International by SCE are priced at fully loaded cost (i.e., direct cost of good or service and allocation of overhead cost). Specified administrative services such as payroll, employee benefit programs, all performed by Edison International or SCE employees, are shared among all affiliates of Edison International. Costs are allocated based on one of the following formulas: percentage of time worked, equity in investment and advances, number of employees, or multi-factor (operating revenues, operating expenses, total assets and number of employees). Edison International allocates various corporate administrative and general costs to SCE and other subsidiaries using established allocation factors. Management believes that the methods used to allocate expenses are reasonable and meet the reporting and accounting requirements of its regulatory agencies.
At December 31, 2013, Edison International has recorded receivables from EME of $325 million. Revenue from services provided to EME and affiliates during 2013, 2012 and 2011 were $2 million, $7 million and $5 million, respectively. See Note 16 for further information. In addition, Edison International has recorded deferred creditsliabilities at December 31, 2013 and 20122014 of $120$184 million and $36 million, respectively, representing amounts that would become due and payablerelated to Capistrano Wind Holdings upon utilization ofand Capistrano Wind for future payments due under the tax allocation agreements assuming net operating losslosses and tax credit carryforwards under tax allocation agreements.
SCE has recorded a liability of $10 million at December 31, 2013 for power purchased under the Walnut Creek project. In 2008, EME was awardedcredits generated by SCE, through a competitive bidding process, a 10-year power sales contract with SCE for the output of a 479 MW gas-fired peaking facility referred to as the Walnut Creek project. The power sales agreement was approved by the CPUC and FERC in 2008. Deliveries under the power sales agreement commenced in June 2013. Purchase power recorded by SCE during 2013 from the Walnut Creek project was $93 million.these entities are monetized.

120




Note 19.18.    Quarterly Financial Data (Unaudited)
Edison International's quarterly financial data is as follows:
 2014
(in millions, except per-share amounts)Total Fourth Third Second First
Operating revenue$13,413
 $3,114
 $4,356
 $3,016
 $2,926
Operating income2,472
 693
 874
 575
 331
Income from continuing operations1
1,536
 406
 524
 382
 224
Income (loss) from discontinued operations, net185
 39
 (16) 184
 (22)
Net income attributable to common shareholders1,612
 420
 480
 536
 176
Basic earnings (loss) per share:         
  Continuing operations4.38
 1.17
 1.52
 1.08
 0.61
  Discontinued operations0.57
 0.12
 (0.05) 0.56
 (0.07)
Total4.95
 1.29
 1.47
 1.64
 0.54
Diluted earnings (loss) per share:         
  Continuing operations4.33
 1.15
 1.51
 1.07
 0.61
  Discontinued operations0.56
 0.12
 (0.05) 0.56
 (0.07)
Total4.89
 1.27
 1.46
 1.63
 0.54
Dividends declared per share1.4825
 0.4175
 0.3550
 0.3550
 0.3550
Common stock prices:         
High68.74
 68.74
 59.54
 58.24
 56.61
Low44.74
 55.88
 54.12
 53.63
 44.74
Close65.48
 65.48
 55.92
 58.11
 56.61
1
In the first quarter of 2014, SCE recorded an impairment charge of $231 million ($96 million after-tax) in 2014. During the fourth quarter of 2014, SCE reduced its estimated impact of the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with the advice filing for reimbursement of recorded costs.

106




 2013
(in millions, except per-share amounts)Total Fourth Third Second First
Operating revenue$12,581
 $2,943
 $3,960
 $3,046
 $2,632
Operating income (loss)1,715
 505
 789
 (71) 492
Income (loss) from continuing operations1
979
 289
 488
 (82) 286
Income (loss) from discontinued operations, net36
 37
 (25) 12
 12
Net income (loss) attributable to common shareholders915
 301
 438
 (94) 271
Basic earnings (loss) per share:         
  Continuing operations2.70
 0.81
 1.42
 (0.33) 0.79
  Discontinued operations0.11
 0.11
 (0.08) 0.04
 0.04
Total2.81
 0.92
 1.34
 (0.29) 0.83
Diluted earnings (loss) per share:         
  Continuing operations2.67
 0.81
 1.41
 (0.33) 0.78
  Discontinued operations0.11
 0.11
 (0.07) 0.04
 0.04
Total2.78
 0.92
 1.34
 (0.29) 0.82
Dividends declared per share1.3675
 0.3550
 0.3375
 0.3375
 0.3375
Common stock prices:         
High54.19
 49.95
 50.34
 54.19
 51.24
Low44.26
 44.97
 44.26
 44.86
 44.92
Close46.30
 46.30
 46.06
 48.16
 50.32
1 
During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax)after-tax) related to the permanent retirement of San Onofre Units 2 and 3.

SCE's quarterly financial data is as follows:

121




 2012
(in millions, except per-share amounts)Total Fourth Third Second First
Operating revenue$11,862
 $3,060
 $3,734
 $2,653
 $2,415
Operating income2,285
 765
 713
 420
 389
Income from continuing operations1, 2
1,594
 812
 382
 207
 196
Loss from discontinued operations, net3
(1,686) (1,326) (167) (109) (84)
Net income (loss) attributable to common shareholders(183) (539) 190
 74
 93
Basic earnings (loss) per share:         
Continuing operations4.61
 2.42
 1.09
 0.56
 0.54
Discontinued operations(5.17) (4.07) (0.51) (0.33) (0.26)
Total(0.56) (1.65) 0.58
 0.23
 0.28
Diluted earnings (loss) per share:         
Continuing operations4.55
 2.39
 1.09
 0.55
 0.54
Discontinued operations(5.11) (4.03) (0.51) (0.33) (0.26)
Total(0.56) (1.64) 0.58
 0.22
 0.28
Dividends declared per share1.3125
 0.3375
 0.325
 0.325
 0.325
Common stock prices:         
High47.96
 47.96
 46.94
 46.55
 44.50
Low39.60
 42.57
 43.10
 41.42
 39.60
Close45.19
 45.19
 45.69
 46.20
 42.51
 2014
(in millions)Total Fourth Third Second First
Operating revenue$13,380
 $3,104
 $4,338
 $3,014
 $2,924
Operating income2,529
 715
 881
 593
 342
Net income1
1,565
 408
 531
 392
 234
Net income available for common stock1,453
 380
 503
 362
 208
Common dividends declared525
 147
 126
 126
 126
1 
In the first quarter of 2014, SCE recorded an impairment charge of $231 million ($96 million after-tax) in 2014. During the fourth quarter of 2012,2014, SCE implemented the 2012 GRC Decision which resulted in an earningsreduced its estimated impact of approximately $500 million.the San Onofre OII Settlement by $68 million ($24 million after-tax) consistent with the advice filing for reimbursement of recorded costs.
2
During the fourth quarter of 2012, SCE corrected errors, primarily related to deferred taxes, that resulted in a net earnings benefit of $33 million which were not considered material to the current and prior period consolidated financial statements.
3
During the fourth quarter of 2012, Edison International recorded a full impairment of its investment in EME. See Note 16 for further information.
SCE's quarterly financial data is as follows:
 2013
(in millions)Total Fourth Third Second First
Operating revenue$12,562
 $2,931
 $3,957
 $3,045
 $2,629
Operating income (loss)1,751
 505
 804
 (55) 498
Net income (loss)1
1,000
 283
 502
 (67) 283
Net income (loss) available for common stock900
 258
 477
 (91) 256
Common dividends declared486
 126
 120
 120
 120
1 
During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax)after-tax) related to the permanent retirement of San Onofre Units 2 and 3.

122




 2012
(in millions)Total Fourth Third Second First
Operating revenue$11,851
 $3,057
 $3,731
 $2,651
 $2,412
Operating income2,279
 792
 659
 430
 397
Net income1, 2
1,660
 858
 388
 214
 201
Net income available for common stock1,569
 833
 363
 191
 182
Common dividends declared469
 120
 116
 116
 116
1
During the fourth quarter of 2012, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.
2
During the fourth quarter of 2012, SCE corrected errors, primarily related to deferred taxes, that resulted in a net earnings benefit of $33 million which were not considered material to the current and prior period consolidated financial statements.
Due to the seasonal nature of Edison International and SCE's business, a significant amount of revenue and earnings are recorded in the third quarter of each year. As a result of rounding, the total of the four quarters does not always equal the amount for the year.

123107




ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDSELECTED FINANCIAL DISCLOSUREDATA
None.Selected Financial Data: 2010 – 2014
(in millions, except per-share amounts)2014 2013 2012 2011 2010
Edison International         
Operating revenue$13,413
 $12,581
 $11,862
 $10,588
 $9,996
Operating expenses10,941
 10,866
 9,577
 8,527
 8,177
Income from continuing operations1,536
 979
 1,594
 1,100
 1,144
Income (loss) from discontinued operations, net of tax185
 36
 (1,686) (1,078) 164
Net income (loss)1,721
 1,015
 (92) 22
 1,308
Net income (loss) attributable to common shareholders1,612
 915
 (183) (37) 1,256
Weighted-average shares of common stock outstanding (in millions)326
 326
 326
 326
 326
Basic earnings (loss) per share:         
Continuing operations$4.38
 $2.70
 $4.61
 $3.20
 $3.34
Discontinued operations0.57
 0.11
 (5.17) (3.31) 0.50
Total$4.95
 $2.81
 $(0.56) $(0.11) $3.84
Diluted earnings (loss) per share:         
Continuing operations$4.33
 $2.67
 $4.55
 $3.17
 $3.32
Discontinued operations0.56
 0.11
 (5.11) (3.28) 0.50
Total$4.89
 $2.78
 $(0.56) $(0.11) $3.82
Dividends declared per share1.4825
 1.3675
 1.3125
 1.285
 1.265
Total assets1
$50,186
 $46,646
 $44,394
 $48,039
 $45,530
Long-term debt excluding current portion10,234
 9,825
 9,231
 8,834
 8,029
Capital lease obligations excluding current portion196
 203
 210
 216
 221
Preferred and preference stock of utility2,022
 1,753
 1,759
 1,029
 907
Common shareholders' equity10,960
 9,938
 9,432
 10,055
 10,583
Southern California Edison Company         
Operating revenue$13,380
 $12,562
 $11,851
 $10,577
 $9,983
Operating expenses10,851
 10,811
 9,572
 8,454
 8,119
Net income1,565
 1,000
 1,660
 1,144
 1,092
Net income available for common stock1,453
 900
 1,569
 1,085
 1,040
Total assets$49,456
 $46,050
 $44,034
 $40,315
 $35,906
Long-term debt excluding current portion9,624
 9,422
 8,828
 8,431
 7,627
Capital lease obligations excluding current portion196
 203
 210
 216
 221
Preferred and preference stock2,070
 1,795
 1,795
 1,045
 920
Common shareholder's equity11,212
 10,343
 9,948
 8,913
 8,287
Capital structure:     
  
  
Common shareholder's equity49.0% 48.0% 48.4% 48.5% 49.2%
Preferred and preference stock9.0% 8.3% 8.7% 5.7% 5.5%
Long-term debt42.0% 43.7% 42.9% 45.8% 45.3%
1
Total assets includes assets from continuing and discontinued operations.
The selected financial data was derived from Edison International's and SCE's audited financial statements and is qualified in its entirety by the more detailed information and financial statements, including notes to these financial statements, included in this annual report. References to Edison International refer to the consolidated group of Edison International and its subsidiaries.

108


ITEM 9A.    


CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Based on an evaluation of Edison International’sInternational's and SCE’sSCE's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2013,2014, Edison International’sInternational's and SCE’sSCE's respective principal executive officers and principal financial officers have concluded that such controls and procedures are effective to ensure that information required to be disclosed by Edison International and SCE in reports that the companies file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. In addition, Edison International’sInternational's and SCE’sSCE's respective principal executive officers and principal financial officers have concluded that such controls and procedures were effective in ensuring that information required to be disclosed by Edison International and SCE in the reports that Edison International and SCE file or submit under the Exchange Act is accumulated and communicated to Edison International’sInternational's and SCE’sSCE's management, including Edison International’sInternational's and SCE’sSCE's respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Edison International's and SCE's respective management are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for Edison International and its subsidiaries and SCE, respectively. Under the supervision and with the participation of their respective principal executive officer and principal financial officer, Edison International's and SCE's management conducted an evaluation of the effectiveness of their respective internal controls over financial reporting based on the framework set forth in Internal Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on their evaluations under the COSO framework, Edison International's and SCE's respective management concluded that Edison International's and SCE's respective internal controls over financial reporting were effective as of December 31, 2013.2014. Edison International's internal control over financial reporting as of December 31, 20132014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report on the financial statements included in Item 8 of this report, which is incorporated herein by this reference. This annual report does not include an attestation report of SCE's independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report for SCE is not subject to attestation by the independent registered public accounting firm.
Changes in Internal Control Over Financial Reporting
There were no changes in Edison International’sInternational's or SCE's internal control over financial reporting during the fourth quarter of 20132014 that have materially affected, or are reasonably likely to materially affect, Edison International’sInternational's or SCE's internal control over financial reporting.
Jointly Owned Utility Plant
Edison International's and SCE's respective scope of evaluation of internal control over financial reporting includes their Jointly Owned Utility Projects.

ITEM 9B.    OTHER INFORMATION
None.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
BUSINESS
CORPORATE STRUCTURE, INDUSTRY AND OTHER INFORMATION
Edison International was incorporated in 1987 as the parent holding company of SCE, a California public utility. Edison International also owns and holds interests in companies that are Competitive Businesses.
The principal executive offices of Edison International and SCE are located at 2244 Walnut Grove Avenue, P.O. Box 976, Rosemead, California 91770, and the telephone numbers are (626) 302-2222 for Edison International and (626) 302-1212 for SCE.

124109




This is a combined Annual Report on Form 10-K for Edison International and SCE. Edison International and SCE make available at www.edisoninvestor.com: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, as soon as reasonably practicable after Edison International and SCE electronically file such material with, or furnishes it to, the SEC. Such reports are also available on the SEC's internet website at www.sec.gov. The information contained on, or connected to, the Edison investor website is not incorporated by reference into this report.
Subsidiaries of Edison International
SCE – Public Utility
SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity through SCE's electrical infrastructure to an approximately 50,000 square-mile area of southern California. The SCE service area contains a population of nearly 14 million people and SCE serves the population through approximately 5 million customer accounts. In 2014, SCE's total operating revenue of $13.4 billion was derived as follows: 42.4% commercial customers, 36.1% residential customers, 5.7% agricultural and other, 5.6% industrial customers, 5.1% public authorities and 5.1% other operating revenue.
Edison Energy – New Competitive Businesses
Edison International is investing in Competitive Businesses as it continues to see merit in the ownership and operation of Competitive Businesses as a matter of corporate strategy. The current efforts include competitive transmission and meeting the electricity needs of commercial and industrial customers. The competitive transmission focus is on solicitations for transmission projects outside the SCE service territory. The commercial and industrial customer service efforts are pursuing business ventures in a number of areas related to the provision of electric power and infrastructure, including distributed generation, storage, and power management services to the commercial and industrial sector. Distributed generation is offered through a subsidiary of Edison Energy, SoCore Energy LLC, which as of December 31, 2014, has constructed 26 MW of rooftop solar systems in nine states selling power back to commercial customers under power purchase agreements.
To date, these investments are not material for financial reporting purposes.
Regulation of Edison International as a Holding Company
As a public utility holding company, Edison International is subject to the Public Utility Holding Company Act. The Public Utility Holding Company Act primarily obligates Edison International and its utility subsidiaries to provide access to their books and records to the FERC and the CPUC for ratemaking purposes.
Edison International is not a public utility and its capital structure is not regulated by the CPUC. The 1988 CPUC decision authorizing SCE to reorganize into a holding company structure, however, imposed certain obligations on Edison International and its affiliates. These obligations include a requirement that SCE's dividend policy shall continue to be established by SCE's Board of Directors as though SCE were a stand-alone utility company, and that the capital requirements of SCE, as deemed to be necessary to meet SCE's service obligations, shall receive first priority from the Boards of Directors of Edison International and SCE. The CPUC has also promulgated Affiliate Transaction Rules, which, among other requirements, prohibit holding companies from (1) being used as a conduit to provide non-public information to a utility's affiliate and (2) causing or abetting a utility's violation of the rules, including providing preferential treatment to affiliates.
Employees and Labor Relations
At December 31, 2014, Edison International and its consolidated subsidiaries had an aggregate of 13,690 full-time employees, 13,600 of which were full-time employees at SCE.
Approximately 3,900 of SCE's full-time employees are covered by collective bargaining agreements with the IBEW. The IBEW collective bargaining agreements expired on December 31, 2014 and are currently under negotiation. The parties have agreed to allow the expired agreements to remain in force during ongoing negotiations, subject to either party’s right to terminate the agreements on 120 days written notice.
Insurance
Edison International maintains a property and casualty insurance program for itself and its subsidiaries and excess liability insurance covering liabilities to third parties for bodily injury or property damage resulting from operations. These policies are subject to specific retentions, sub-limits and deductibles, which are comparable to those carried by other utility companies

110




of similar size. SCE also has separate insurance programs for nuclear property and liability, workers compensation and solar rooftop construction. For further information on nuclear and wildfire insurance, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies."
SOUTHERN CALIFORNIA EDISON COMPANY
Regulation
CPUC
The CPUC has the authority to regulate, among other things, retail rates, energy purchases on behalf of retail customers, SCE capital structure, rate of return, issuance of securities, disposition of utility assets and facilities, oversight of nuclear decommissioning funding and costs, and aspects of the transmission system planning, site identification and construction, including safety.
FERC
The FERC has the authority to regulate wholesale rates as well as other matters, including unbundled transmission service pricing, rate of return, accounting practices, and licensing of hydroelectric projects. The FERC also has jurisdiction over a portion of the retail rates and associated rate design.
NERC
The FERC assigned administrative responsibility to the NERC to establish and enforce reliability standards and critical infrastructure protection standards, which protect the bulk power system against potential disruptions from cyber and physical security breaches. The critical infrastructure protection standards focus on controlling access to critical physical and cyber security assets, including supervisory control and data acquisition systems for the electric grid. Compliance with these standards is mandatory. The maximum penalty that may be levied for violating a NERC reliability or critical infrastructure protection standard is $1 million per violation, per day.
SCE has a formal cyber security program that covers SCE's information technology systems as well as customer data. Program staff is engaged with industry groups as well as public-private initiatives to reduce risk and to strengthen the security and reliability of SCE's systems and infrastructure. The program is also engaged in the protection of SCE's customer information.
Nuclear Power Plant Regulation
The NRC has jurisdiction with respect to the safety of the San Onofre and Palo Verde Nuclear Generating Stations. The NRC regulates commercial nuclear power plants through licensing, oversight and inspection, performance assessment, and enforcement of its requirements. In June 2013, SCE decided to permanently retire and decommission San Onofre. For further information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" in the MD&A.
Other Regulatory Agencies
The construction, planning and project site identification of SCE's transmission lines and substation facilities require the approval of many governmental agencies and compliance with various laws in addition to the CPUC and FERC. These include various state regulatory agencies depending on the project location; the CAISO, and other environmental, land management and resource agencies such as the Bureau of Land Management, the U.S. Forest Service, the California Department of Fish and Game, and the California Coastal Commission; and regional water quality control boards. In addition, to the extent that SCE transmission line projects pass through lands owned or controlled by Native American tribes, consent and approval from the affected tribes and the Bureau of Indian Affairs are also necessary for the project to proceed.
Overview of Ratemaking Process
CPUC
Revenue authorized by the CPUC through triennial GRC proceedings is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investments in generation and distribution assets and general plant (also referred to as "rate base") on a forecast basis. The CPUC sets an annual revenue requirement for the base year which is made up of the operation and maintenance costs, depreciation, taxes and a return consistent with the authorized cost of capital (discussed below). In the GRC proceedings, the CPUC also generally approves the level of capital spending on a forecast basis. Following the base year, the revenue requirements for the remaining two years are set by a methodology established in the

111



GRC proceeding, which generally, among other items, includes annual allowances for escalation in operation and maintenance costs and additional changes in capital-related investments. In December 2014, the CPUC adopted new risk assessment processes to be incorporated into GRC proceedings, including a triennial safety model assessment proceeding ("S-MAP") to assess the utility models used to prioritize safety risks, an examination to assess utilities' assessment of their key risks and their proposed mitigation programs, and annual reporting of risk spending and mitigation results. SCE's initial S-MAP application is due in May 2015.
SCE's 2012 GRC authorized revenue requirements for 2012, 2013, and 2014 of $5.7 billion, $5.8 billion, and $6.2 billion, respectively. In November 2013, SCE filed its 2015 GRC application, which was subsequently revised to a 2015 base rate revenue requirement request of $5.7 billion. For further discussion of the 2015 GRC, see "Management Overview—Regulatory Matters—2015 General Rate Case" in the MD&A.
The CPUC regulates SCE's cost of capital, including its capital structure and authorized rates of return. SCE's authorized capital structure is 43% long-term debt, 9% preferred equity and 48% common equity. SCE's currently authorized cost of capital consists of: cost of long-term debt of 5.49%, cost of preferred equity of 5.79% and return on common equity of 10.45%. In December 2014, the CPUC granted a request made by SCE and the other Investor-owned utilities to postpone the filing of new cost of capital applications from April 2015 to April 2016, thus extending the current cost of capital mechanism through 2016. The mechanism provides for an automatic adjustment to SCE's authorized cost of capital if the utility bond index changes beyond certain thresholds on an annual basis. The index changes did not exceed the threshold in September 2014 so the return on common equity will remain at 10.45% in 2015.
SCE's return on investment is established by multiplying an authorized rate of return, determined in separate cost of capital proceedings, by SCE's authorized CPUC rate base.
CPUC rates decouple authorized revenue from the volume of electricity sales so that SCE receives revenue equal to amounts authorized. Differences between amounts collected and authorized levels are either collected from or refunded to customers, and, therefore, such differences do not impact operating revenue. Accordingly, SCE is neither benefited nor burdened by the volumetric risk related to retail electricity sales.
Balancing accounts (also referred to as cost-recovery mechanisms) are typically used to track and recover SCE's decoupled costs of fuel and purchased-power, as well as certain operation and maintenance expenses, including energy efficiency and demand-side management program costs. SCE earns no return on these activities and although differences between forecasted and actual costs do not impact earnings, such differences do impact cash flows and can change rapidly.
SCE's balancing account for fuel and power procurement-related costs is referred to as the ERRA balancing account. SCE sets rates based on an annual forecast of the costs that it expects to incur during the subsequent year. In addition, the CPUC has established a "trigger" mechanism for the ERRA balancing account that allows for a rate adjustment if the balancing account over- or under-collection exceeds 5% of SCE's prior year's revenue that is classified as generation for retail rates. For 2015, the trigger amount is approximately $337 million. At December 31, 2014, SCE's undercollection in the ERRA balancing account was approximately $1.03 billion. For further information on the status of the ERRA undercollection, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement'' in the MD&A.
The majority of procurement-related costs eligible for recovery through cost-recovery rates are pre-approved by the CPUC through specific decisions and a procurement plan with predefined standards that establish the eligibility for cost recovery. If such costs are subsequently found to be non-compliant with this procurement plan, then this could negatively impact SCE's earnings and cash flows. In addition, the CPUC retrospectively reviews outages associated with utility-owned generation and SCE's power procurement contract administration activities through the annual ERRA review proceeding. If SCE is found to be unreasonable or imprudent with respect to its utility-owned generation outages and contract administration activities, then this could negatively impact SCE's earnings and cash flows.
FERC
Revenue authorized by the FERC is intended to provide SCE with recovery of its prudently-incurred transmission costs, including a return on its net investment in transmission assets (also referred to as "rate base"). In November 2013, the FERC approved SCE's settlement to implement a formula rate effective January 1, 2012 to determine SCE's FERC transmission revenue requirement, including its construction work in progress ("CWIP") revenue requirement that was previously recovered through a separate mechanism. Under operation of the formula rate, transmission revenue will be updated to actual cost of service annually. The transmission revenue requirement and rates are updated each December, to reflect a forecast of costs for the upcoming rate period, as well as a true up of the transmission revenue to actual costs incurred by SCE in the prior calendar year on its formula rate. The FERC weighted average ROE, including project and other incentives, was 10.45% in 2014 and can vary based on the mix of project costs that have different incentives. The FERC ROE will remain in

112




effect until at least June 30, 2015, when the moratorium, provided for in the settlement, on modifications to the formula rate tariff ends. For further information on the current FERC formula rates, related transmission revenue requirements and rate changes, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—FERC Formula Rates" in the MD&A.
Retail Rates Structure and Residential Rate Design
To develop retail rates, the authorized revenue requirements are allocated among all customer classes (residential, commercial, industrial, agricultural and street lighting) on a functional basis (i.e., generation, distribution, transmission, etc.). Specific rate components are designed to recover the authorized revenue allocated to each customer class.
SCE has a four-tier residential rate structure. Each tier represents a certain electricity usage level and within each increasing usage level, the electricity is priced at a higher rate per kilowatt hour. Although, for more than a decade, statutory restrictions on increasing Tier 1 and 2 rates resulted in shifting much of the cost of residential rate increases to the higher tier/usage customers, the California legislature passed a law ("AB 327") in October 2013 that lifts the restrictions on Tier 1 and 2 rates. The CPUC approved substantial increases to Tier 1 and 2 rates that went into effect in July 2014. The CPUC is still considering additional, longer-term residential rate change proposals in an ongoing proceeding that is expected to conclude in the first half of 2015. The decision in that proceeding may result in a phased-in increase to SCE's nominal customer charge, which will permit SCE to recover a portion of its fixed costs of serving residential customers through fixed charges rather than through energy charges that vary with usage. In addition to proposing a substantial increase in its customer charge, SCE has proposed that by 2018, the number of usage tiers be reduced from four tiers to two, with a price differential of 20%.
Energy Efficiency Incentive Mechanism
In December 2012, the CPUC adopted an energy efficiency incentive mechanism for the 2010 – 2012 energy efficiency program performance period. The mechanism uses an incentive calculation that is based on actual energy efficiency expenditures. The December 2012 CPUC decision provided shareholder earnings for the 2010 program performance period and allows SCE the opportunity to claim future shareholder earnings in both 2013 and 2014 associated with SCE's 2011 and 2012 program performance periods using this incentive calculation. In September 2013, the CPUC adopted a new energy efficiency incentive mechanism called the Energy Savings and Performance Incentive Mechanism ("ESPI"). The ESPI will apply starting with the 2013 – 2014 energy efficiency program cycle and continue for subsequent cycles, until further notice. The ESPI is comprised of performance/savings rewards and management fees based on actual energy efficiency expenditures and does not contain any provisions for penalties. The proposed ESPI schedule for earning claims anticipates payments of the incentive rewards occurring between one and two years after the relevant program year. For further discussion of SCE's energy efficiency incentive awards, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—Energy Efficiency Incentive Mechanism" in the MD&A.
Purchased Power and Fuel Supply
SCE obtains power needed to serve its customers primarily from purchases from qualifying facilities, independent power producers, the CAISO, and other utilities as well as from its generating facilities.
Natural Gas Supply
SCE requires natural gas to meet contractual obligations for power tolling agreements (power contracts in which SCE has agreed to provide or pay for the natural gas burned to generate electricity). SCE also requires natural gas to fuel its Mountainview and peaker plants, which are generation units that are designed to operate in response to changes in demand for power. The physical natural gas purchased by SCE is subject to competitive bidding.
CAISO Wholesale Energy Market
The CAISO operates a wholesale energy market primarily in California through which competing electricity generators offer their electricity output to market participants, including electricity retailers. The CAISO schedules power in hourly increments with hourly prices through a day-ahead market in California and schedules power in fifteen-minute and five-minute increments with fifteen-minute and five-minute prices through two real-time markets that cover California and portions of six neighboring states through the Energy Imbalance Market. Both markets optimize energy procurement, ancillary service procurement, unit commitment and congestion management. SCE participates in the day-ahead and real-time markets for the sale of its generation and purchases for its load requirements.

113




The CAISO uses a nodal locational pricing model, which sets wholesale electricity prices at system points ("nodes") that reflect local generation and delivery costs. Generally, SCE bids the electric generation resources that it owns or controls into the day-ahead and real-time markets based on the economics of that resource. SCE also separately bids its expected load into these same markets. To the extent SCE's generation bids are selected, SCE's customers receive market revenues for those resources based on the market price that corresponds to the nodes for those resources at the time the award was made. For SCE's load, SCE's customers pay a price that reflects the aggregate price of generation for the nodes that are located in SCE's service territory.
Congestion may occur when available energy cannot be delivered due to transmission constraints, which results in transmission congestion charges and differences in prices at various nodes. The CAISO also offers congestion revenue rights or CRRs, a commodity that entitles the holder to receive (or pay) the value of transmission congestion between specific nodes, acting as a potential economic hedge against transmission congestion charges in the day-ahead market. Currently, no such instrument exists for the real-time markets.
Competition
SCE faces retail competition in the sale of electricity to the extent that federal and California laws permit other entities to provide electricity and related services to customers within SCE's service area. While California law provides only limited opportunities for customers in SCE's service area to choose to purchase power directly from an energy service provider other than SCE, a limited, phased-in expansion of customer choice (direct access) for nonresidential customers was permitted beginning in 2009. SCE also faces competition from cities and municipal districts that create municipal utilities or community choice aggregators. Competition between SCE and other electricity providers is conducted mainly on the basis of price.
SCE also faces increased competition from customer-owned power generation alternatives, such as roof-top solar facilities, becoming available to its customers as a result of technological developments, federal and state subsidies, and declining costs of such alternatives.
Customer-owned power generation's competitiveness has been fostered by legislation passed in 1995, when these generation systems were first introduced to the marketplace. The legislation was meant to encourage private investment in renewable energy resources by both residential and non-residential customers and required SCE to offer a net energy metering ("NEM") billing option to customers who install eligible power generation systems to supply all or part of their energy needs. SCE is required to offer the NEM option until the total generating capacity used by NEM customers exceeds 10% of SCE's aggregate customer peak demand (the "NEM Cap").
NEM customers are interconnected to SCE's grid and credited for the net difference between the electricity SCE supplied to them through the grid and the electricity the customer exported to SCE over a twelve month period. SCE is required to credit the NEM customer for most of the power they sell back to SCE at the full retail rate. Through the credit they receive, NEM customers effectively avoid paying costs for the grid, which include all of the fixed costs of the poles, wires, meters, advanced technologies, and other infrastructure that makes the grid safe, reliable, and able to accommodate solar panels or other customer-owned generation systems. In addition, NEM customers are exempted from standby and departing load charges and interconnection-related costs.
AB 327 directs the CPUC to address this subsidization through: rate reform, which includes the imposition of fixed charges on both NEM and non-NEM customers; the development of a new standard billing contract for customers who install generation systems after July 2017 or the attainment of the NEM Cap; and a transition period over which customers who received NEM billing prior to new standard billing contract period will transition to the new contract. In March 2014, the CPUC established a 20-year transition period for customers who apply to use SCE's NEM tariff by July 1, 2017 or when SCE reaches its NEM Cap, whichever is first. AB 327 requires, among other things, that the CPUC ensure that the new standard billing contract will be based on the actual costs and benefits of customer-owned power generation. The proceeding to develop the new standard contract or tariff is in its early stages.
The effect of these types of competition on SCE generally is to reduce the amount of electricity purchased by customers. However customers, except for NEM customers, who use alternative electricity providers, typically continue to utilize and pay for SCE's transmission and distribution services. See "Risk Factors—Risks Relating to Southern California Edison Company—Regulatory Risks."
In the area of transmission infrastructure, SCE may experience increased competition from independent transmission providers. The FERC has made changes to its transmission planning requirements with the goal of opening transmission development to competition from independent developers. The FERC adopted rules, effective in 2011, that removed the incumbent public utility transmission owners' federally-based right of first refusal to construct certain new transmission

114




facilities and mandated regional and interregional transmission planning. In compliance with these rules, regional entities, such as ISOs, have created new processes for regional and interregional transmission planning and the competitive solicitation and selection of developers (including incumbent utilities) to build and own certain types of new transmission projects. In December 2014, the FERC issued orders approving the CAISO's process for regional planning and competitive solicitations and the CAISO's interregional planning process. The CAISO has begun holding competitive solicitations pursuant to the new rules. 
Properties
SCE supplies electricity to its customers through extensive transmission and distribution networks. Its transmission facilities, which include sub-transmission facilities and are located primarily in California but also in Nevada and Arizona, deliver power from generating sources to the distribution network and consist of lines ranging from 33 kV to 500 kV and substations. SCE's distribution system, which takes power from substations to customers, includes over 53,000 line miles of overhead lines, 38,000 line miles of underground lines and approximately 800 distribution substations, all of which are located in California. SCE owns the generating facilities listed in the following table:
Generating Facility 
Location
(in CA, unless
otherwise noted)
 Fuel Type Operator 
SCE's
Ownership
Interest (%)
Net Physical
Capacity
(in MW)
 
SCE's Capacity
pro rata share
(in MW)
Hydroelectric Plants (33) Various Hydroelectric SCE 100%1,153
  1,153
 
Pebbly Beach Generating Station Catalina Island Diesel SCE 100%9
  9
 
Mountainview Units 3 and 4 Redlands Natural Gas SCE 100%1,050
  1,050
 
Peaker Plants (5) Various Natural Gas SCE 100%245
  245
 
Palo Verde Nuclear Generating Station Phoenix, AZ Nuclear APS 15.8%3,739
  591
 
Solar PV Plants (25) Various Photovoltaic SCE 100%91
  91
 
Total        
6,287
  3,139
 
Certain of SCE's substations, and portions of its transmission, distribution and communication systems are located on lands owned by the federal, state or local governments under licenses, permits, easements or leases, or on public streets or highways pursuant to franchises. Certain of the documents evidencing such rights obligate SCE, under specified circumstances and at its expense, to relocate such transmission, distribution, and communication facilities located on lands owned or controlled by federal, state, or local governments.
The majority of SCE's hydroelectric plants and related reservoirs are located in whole or in part on U.S.-owned lands and are subject to FERC licenses. Slightly over half of these plants have FERC licenses that expire at various times between 2021 and 2046. SCE continuously monitors and maintains these licenses. FERC licenses impose numerous restrictions and obligations on SCE, including the right of the United States to acquire projects upon payment of specified compensation. When existing licenses expire, the FERC has the authority to issue new licenses to third parties that have filed competing license applications, but only if their license application is superior to SCE's and then only upon payment of specified compensation to SCE. New licenses issued to SCE are expected to contain more restrictions and obligations than the expired licenses because laws enacted since the existing licenses were issued require the FERC to give environmental objectives greater consideration in the licensing process. Substantially all of SCE's properties are subject to the lien of a trust indenture securing first and refunding mortgage bonds. See "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Seasonality
Due to warm weather during the summer months and SCE's rate design, operating revenue during the third quarter of each year is generally higher than the other quarters.
ENVIRONMENTAL REGULATION OF EDISON INTERNATIONAL AND SUBSIDIARIES
Legislative and regulatory activities by federal, state, and local authorities in the United States relating to energy and the environment impose numerous restrictions on the operation of existing facilities and affect the timing, cost, location, design, construction, and operation of new facilities by Edison International's subsidiaries, as well as the cost of mitigating the environmental impacts of past operations. The environmental regulations and other developments discussed below may impact SCE's fossil-fuel fired power plants and fossil-fuel power plants owned by others that SCE purchases power from, and

115




accordingly, the discussion in this section focuses mainly on regulations applicable to California. For more information on environmental risks, see "Risk Factors—Risks Relating to Southern California Edison Company—Environmental Risks."
Edison International and SCE continue to monitor legislative and regulatory developments and to evaluate possible strategies for compliance with environmental regulations. Additional information about environmental matters affecting Edison International and its subsidiaries, including projected environmental capital expenditures, is included in the MD&A under the heading "Liquidity and Capital Resources—SCE—Capital Investment Plan" and in "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Environmental Remediation."
Air Quality
The CAA, which regulates air pollutants from mobile and stationary sources, has a significant impact on the operation of fossil fuel plants. The CAA requires the US EPA to establish concentration levels in the ambient air for six criteria pollutants to protect public health and welfare. These concentration levels are known as NAAQS. The six criteria pollutants are carbon monoxide, lead, nitrogen dioxide, ozone, particulate matter, and SO2.
Federal environmental regulations of these criteria pollutants require states to adopt state implementation plans, known as SIPs, for certain pollutants, which detail how the state will attain the standards that are mandated by the relevant law or regulation. The SIPs must be equal to or more stringent than the federal requirements and must be submitted to the US EPA for approval. Each state identifies the areas within its boundaries that meet the NAAQS (attainment areas) and those that do not (non-attainment areas), and must develop a SIP both to bring non-attainment areas into compliance with the NAAQS and to maintain good air quality in attainment areas. Much of southern California is in a non-attainment area for several criteria pollutants.
National Ambient Air Quality Standards
The US EPA has proposed primary and secondary NAAQS for 8-hour ozone. Areas in SCE's service area were classified in various degrees of nonattainment with these standards. California has developed air quality management plans and updated its SIP to outline how compliance with the NAAQS will be achieved, but these plans remain subject to US EPA approval and challenges from environmental groups in federal court. The implementation plans and proposed revisions call for more stringent restrictions on air emissions, which could further increase the difficulty of siting new natural gas fired generation in Southern California.
Water Quality
Clean Water Act
Regulations under the federal Clean Water Act dictate permitting and mitigation requirements for many of SCE's construction projects, and govern critical parameters at generating facilities, such as the temperature of effluent discharges and the location, design, and construction of cooling water intake structures at generating facilities. Federal standards intended to protect aquatic organisms by reducing capture in the screens attached to cooling water intake structures (impingement) at generating facilities and the water volume brought into the facilities (entrainment) have been finalized. However, due to the decision to permanently retire San Onofre Units 2 and 3, SCE sought relief from the federal standards in order to avoid material capital expenditures at San Onofre.
California Restriction on the Use of Ocean-Based Once-Through Cooling
California has a US EPA-approved program to issue individual or group permits for the regulation of Clean Water Act discharges. California also regulates certain discharges not regulated by the US EPA. In 2010, the California State Water Resources Control Board ("SWRCB") issued a final policy, which established significant restrictions on the use of ocean water by existing once-through cooled power plants along the California coast. The final policy required an independent engineering study to be completed prior to the fourth quarter of 2013 regarding the feasibility of compliance by California's two coastal nuclear power plants. SCE received a suspension of the requirement to perform the study pending the submittal of additional information to the SWRCB regarding the continued use of ocean water at San Onofre during decommissioning. In January 2015, the SWRCB notified SCE that due to the reduced intake flow of water, SCE would not be required to complete the independent engineering study. The SWRCB also informed SCE that for as long as any intake of ocean water continues at San Onofre, a large organism exclusion device would have to be installed on the offshore intakes no later than December 31, 2016 to prevent the inadvertent taking of large marine mammals.
The policy's implementation schedule requires once-through cooled, gas-fired coastal generation facilities that provide power to SCE to phase out the use of once-through cooling by 2020. SCE is engaged in procuring new sources of electricity to replace suppliers that shut down due to these requirements.

116




PART IIIGreenhouse Gas Regulation
There have been a number of federal and state legislative and regulatory initiatives to reduce GHG emissions. Any climate change regulation or other legal obligation that would require substantial reductions in GHG emissions or that would impose additional costs or charges for the emission of GHGs could significantly increase the cost of generating electricity from fossil fuels, as well as the cost of purchased power.
Federal Legislative/Regulatory Developments
In 2010, the US EPA issued the Prevention of Significant Deterioration ("PSD") and Title V Greenhouse Gas Tailoring Rule, known as the "GHG tailoring rule." This regulation generally subjects newly constructed sources of GHG emissions and newly modified existing major sources to the PSD air permitting program beginning in January 2011 (and later, to the Title V permitting program under the CAA); however, the GHG tailoring rule significantly increases the emissions thresholds that apply before facilities are subjected to these programs. In September 2013, the US EPA announced proposed carbon dioxide emissions limits for new power plants. In June 2014, the US EPA announced proposed carbon dioxide emissions limits for existing power plants. Regulation of GHG emissions pursuant to the PSD program could affect efforts to modify SCE's facilities in the future, and could subject new capital projects to additional permitting or emissions control requirements that could delay such projects.
Since 2010, the US EPA's Final Mandatory GHG Reporting Rule has required all sources within specified categories, including electric generation facilities, to monitor emissions, and to submit annual reports to the US EPA by March 31 of each year. SCE's 2014 GHG emissions from utility-owned generation were approximately 2.5 million metric tons.
Regional Initiatives and State Legislation
Regional initiatives and state legislation also require reductions of GHG emissions and it is not yet clear whether or to what extent any federal legislation would preempt them. If state and/or regional initiatives remain in effect after federal legislation is enacted, utilities and generators could be required to satisfy them in addition to the federal standards.
SCE's operations in California are subject to two laws governing GHG emissions. The first law, the California Global Warming Solutions Act of 2006 (also referred to as AB 32), establishes a comprehensive program to reduce GHG emissions. AB 32 required the California Air Resources Board ("CARB") to develop regulations, which became effective in 2012, that would reduce California's GHG emissions to 1990 levels by 2020. In December 2011, the CARB regulation was officially published establishing a California cap-and-trade program. In the California cap-and-trade program, all covered GHG emitters, including SCE, are subject to a "cap" on their emissions designed to encourage entities to reduce emissions from their operations. Covered entities must remit a compliance instrument for each ton of carbon dioxide equivalent gas emitted and can do so buying state-issued emission allowances at auction or purchasing them in the secondary allowance market. GHG emitters can also meet up to 8% of their AB 32 cap-and-trade obligations by participating in verified offset programs, such as reforestation, that have recognized effects on reducing atmospheric GHGs.
CARB regulations implementing a cap-and-trade program and the cap-and-trade program itself, continue to be the subject of litigation. In 2012, environmental groups filed a case against CARB challenging the cap-and-trade program's offset provisions. SCE intervened as part of a broad business coalition to support the provisions on offset programs. The Superior Court upheld the offset provisions but the case is on appeal. The California Chamber of Commerce and a private company filed suits alleging that the auction itself violated AB 32 and the California Constitution. The Superior Court consolidated the two suits and ruled in CARB's favor in November 2013. Plaintiffs filed an appeal in March 2014.
The second law, SB 1368, required the CPUC and the California Energy Commission to adopt GHG emission performance standards that apply to California investor-owned and publicly owned utilities' long-term arrangements for the purchase of electricity. The standards that have been adopted prohibit these entities, including SCE, from entering into long-term financial commitments with generators that emit more than 1,100 pounds of CO2 per MWh, which is the performance of a combined-cycle gas turbine generator.
In 2011, California enacted a law to require California retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources, as defined in the statute. The CPUC set procurement quantity requirements applicable to SCE that incrementally increase to 33% over several periods between January 2011 and December 2020. The requirement remains at 33% of retail sales for each year thereafter. In October 2013, AB 327 was enacted to permit the CPUC to require the procurement of eligible renewable energy resources in excess of 33%; but the CPUC has not yet changed this requirement. SCE's delivery of eligible renewable resources to customers was 22% of its total energy portfolio for 2013 and is estimated to be approximately 23% of its total energy portfolio for 2014.

117




Litigation Developments
Litigation alleging that GHGs have caused damages for which plaintiffs seek recovery may affect SCE, whether or not it is named as a defendant. The legal developments in this area have focused on whether lawsuits seeking recovery for such alleged damages present questions capable of judicial resolution or political questions that should be resolved by the legislative or executive branches.
In 2011, the U.S. Supreme Court dismissed public nuisance claims against five power companies related to GHG emissions. In the dismissal, the Supreme Court ruled that the CAA, and the US EPA actions it authorizes, displace federal common law nuisance claims that might arise from the emission of GHGs. The Supreme Court also affirmed that at least some of the plaintiffs had standing to bring the case, but did not determine whether the CAA also preempts state law claims that might arise from the same circumstances.
Other suits alleging causes of action that include negligence, public and private nuisance, trespass, and violation of the public trust have been dismissed on threshold grounds, including justiciability and standing, by several courts. However, various groups of plaintiffs continue to explore and assert legal theories under which they seek to obtain recovery for past alleged harm, or have courts issue rulings that will control levels of current and future GHG emissions. Thus, the defendants in the dismissed actions, including SCE and other Edison International subsidiaries, together with other industrial companies associated with GHG emissions, may be required to defend such actions in both state and federal courts for the foreseeable future.
ITEM 10.    UNRESOLVED STAFF COMMENTS
None.
PROPERTIES
As a holding company, Edison International does not directly own any significant properties other than the stock of its subsidiaries. The principal properties of SCE are described above under "Business—Southern California Edison Company—Properties."
LEGAL PROCEEDINGS
Shaver Lake Dam Liner Permit Violation Proceeding
In 2011, SCE installed a PVC plastic geomembrane liner on the Shaver Lake Dam to prevent water seepage. Before starting the project, SCE received the required regulatory permits and approvals. SCE and the California Department of Fish and Wildlife executed a Streambed Alteration Agreement in November 2011 that governed SCE’s activities in Shaver Lake as required by state and federal law. SCE also obtained the required federal Clean Water Act Certification in November 2011 for the project’s completion.
In February 2012, the California Department of Fish and Wildlife and the Central Valley Regional Water Quality control Board issued letters alleging that SCE had violated provisions of the Streambed Alteration Agreement and certain conditions of the federal Clean Water Act Certification, respectively. Both letters alleged that during the draining of Shaver Lake, SCE failed to prevent the discharge of sediment into an adjoining creek, causing the deaths of fish in the lake and creek. In October 2014, SCE received a pre-issuance draft of an Administrative Civil Liability Complaint from the Central Valley Regional Water Quality Control Board alleging violations of certain permit conditions relating to the Shaver Lake Dam Project. The Regional Water Quality Control Board is seeking $25 million in civil penalties for the violations. SCE disputes the allegations.
Dominguez Channel Oil Spill Complaint
SCE has been named as a defendant in a criminal misdemeanor complaint filed by the L.A. City Attorney's office arising from a 2013 oil spill associated with the failure of an underground primary cable and ground rod located in close proximity to a pipeline controlled by a private pipeline management company. The City's complaint alleges that 840 gallons of oil leaked from the pipeline into the City's storm drain which connected to the Dominguez channel. The private pipeline management company is also named as a defendant in the complaint. The City alleges violations of the California Fish and Game code as well as other state statutes and city ordinances. 

118




EXECUTIVE OFFICERS OF EDISON INTERNATIONAL
Executive OfficerAge at
December 31, 2014
Company Position
Theodore F. Craver, Jr.63Chairman of the Board, President and Chief Executive Officer
Adam S. Umanoff55Executive Vice President and General Counsel
W. James Scilacci59Executive Vice President and Chief Financial Officer
Janet T. Clayton60Senior Vice President, Corporate Communications
Gaddi H. Vasquez59Senior Vice President, Government Affairs
Pedro J. Pizarro49President, SCE
Ronald L. Litzinger55Executive Vice President
As set forth in Article IV of Edison International's and the relevant subsidiary's Bylaws, the elected officers of Edison International and its subsidiaries are chosen annually by, and serve at the pleasure of, Edison International and the relevant subsidiary's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the officers of Edison International and its subsidiaries have been actively engaged in the business of Edison International and its subsidiaries for more than five years, except for Mr. Umanoff and Ms. Clayton, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficersCompany PositionEffective Dates
Theodore F. Craver, Jr.
Chairman of the Board, President and Chief
Executive Officer, Edison International

August 2008 to present
Adam S. Umanoff
Executive Vice President and General Counsel
Edison International
Partner, Akin Gump Strauss Hauer & Feld1
Partner, Chadbourne & Parke, LLP2

January 2015 to present
May 2011 to December 2014
January 2010 to May 2011
W. James Scilacci
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Financial Officer and
Treasurer, Edison International
September 2014 to present

August 2008 to September 2014
Janet T. Clayton
Senior Vice President, Corporate Communications,
Edison International
Senior Vice President, Corporate Communications, SCE
President, Think Cure3

April 2011 to present
April 2013 to present
Jan 2008 to April 2011
Gaddi H. Vasquez
Senior Vice President, Government Affairs, Edison International and SCE
Senior Vice President, Public Affairs, SCE

May 2013 to present
July 2009 to May 2013
Pedro J. Pizarro
President, SCE
President, EME
Executive Vice President, Power Operations, SCE
October 2014 to present
January 2011 to March 2014
April 2008 to December 2010
Ronald L. Litzinger
President, Edison Energy, Inc. and
Executive Vice President, Edison International
President, SCE
Chairman of the Board, President and Chief
Executive Officer, EME4

October 2014 to present
January 2011 to September 2014

April 2008 to December 2010
1
Akin Gump Strauss Hauer & Feld is a global law firm and is not a parent, affiliate or subsidiary of Edison International.
2
Chadbourne & Parke, LLP is a global law firm and is not a parent, affiliate or subsidiary of Edison International.
3
Think Cure is a community-based nonprofit organization that raises funds to accelerate collaborative research to cure cancer and is not a parent, affiliate or subsidiary of Edison International.
4
EMG is the holding company for EME, a wholly-owned subsidiary of Edison International and an affiliate of SCE. EME filed for bankruptcy on December 17, 2012.

119




EXECUTIVE OFFICERS OF SOUTHERN CALIFORNIA EDISON COMPANY
Executive Officer
Age at
December 31, 2014
Company Position
Pedro J. Pizarro49President
Peter T. Dietrich50Senior Vice President, Transmission and Distribution
Stuart R. Hemphill51Senior Vice President, Power Supply and Operational Services
Kevin M. Payne54Senior Vice President, Customer Service
Maria Rigatti51Senior Vice President and Chief Financial Officer
Russell C. Swartz63Senior Vice President and General Counsel
As set forth in Article IV of SCE's Bylaws, the elected officers of SCE are chosen annually by, and serve at the pleasure of, SCE's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the above officers have been actively engaged in the business of SCE, its parent company Edison International, and/or one of SCE's subsidiaries or other affiliates for more than five years, except for Mr. Dietrich, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficerCompany PositionEffective Dates
Pedro Pizarro
President, SCE
President, EME
Executive Vice President, Power Operations, SCE

October 2014 to present
January 2011 to March 2014
April 2008 to December 2010

Peter T. Dietrich
Senior Vice President, Transmission & Distribution, SCE
Chief Nuclear Officer, SCE
Site Vice President, Entergy Nuclear Operations, Inc.,
James A. Fitzpatrick Nuclear Plant
1
November 2010 to present
December 2010 to December 2013

April 2006 to November 2010
Stuart R. Hemphill
Senior Vice President, Power Supply & Operational Services, SCE
Senior Vice President, Power Supply, SCE
Senior Vice President, Power Procurement, SCE
Vice President, Renewable and Alternative Power, SCE
July 2014 to present
January 2011 to July 2014
July 2009 to December 2010
March 2008 to June 2009
Kevin M. Payne
Senior Vice President, Customer Service, SCE
Vice President, Engineering & Technical Services, SCE
Vice President, Client Service Planning and Controls, SCE
March 2014 to present
September 2011 to March 2014
October 2010 to August 2011
Maria Rigatti
Senior Vice President and Chief Financial Officer, SCE
President, Edison Mission Reorganization Trust (EME Reorg Trust)
Senior Vice President, Chief Financial Officer, EME
Vice President, Chief Financial Officer and Treasurer, EME
Vice President and Treasurer, EME
July 2014 to present
April 2014 to June 2014
March 2011 to March 2014
December 2010 to February 2011
September 2008 to December 2010
Russell C. Swartz
Senior Vice President and General Counsel, SCE
Vice President and Associate General Counsel, SCE
Associate General Counsel, SCE
February 2011 to present
February 2010 to February 2011
March 2007 to February 2010
1
Entergy Nuclear Operations, Inc. is a subsidiary of Entergy Corporation, an integrated energy company and is not a parent, affiliate or subsidiary of SCE.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning executive officers of Edison International is set forth in Part I in accordance with General Instruction G(3), pursuant to Instruction 3 to Item 401(b)above under "Executive Officers of Regulation S-K.Edison International." Other information responding to Item 10this section will appear in Edison International's and SCE's definitive Proxy Statement (the "Joint Proxy Statement") to be filed with the SEC in connection with Edison International's and SCE's Annual Shareholders' Meeting to be held on April 24, 2014,23, 2015, under the headings "Item 1: Election of Directors," and "Board Committees" and is incorporated herein by this reference.
The Edison International Employee Ethics and Compliance Code is applicable to all officers and employees of Edison International and its subsidiaries, including SCE.subsidiaries. The Code is available on Edison International's Internet website at www.edisoninvestor.com at "Corporate Governance." Any amendments or waivers of Code provisions for the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be posted on Edison International's Internet website at www.edisoninvestor.com.

120


ITEM 11.    


EXECUTIVE COMPENSATION
Information responding to Item 11this section will appear in the Joint Proxy Statement under the headings "Compensation Discussion and Analysis," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation" and "Director Compensation" and is incorporated herein by this reference, and under the heading "Compensation Committee Report," which is incorporated by reference in accordance with Instruction G(3) pursuant to Instruction 2 to Item 407(e)(5) of Regulation S-K.
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information responding to Item 12this section will appear in the Joint Proxy Statement under the heading "Information About Our Stock Ownership," and is incorporated herein by this reference.
Equity Compensation Plans
The following Table sets forth, for each of Edison International's Equity compensation plans, the number of shares of Edison International Common Stock subject to outstanding options, warrant and rights to acquire such stock, the weighted-average exercise price of those outstanding options, warrants and rights, and the number of shares remaining available for future award grants as of December 31, 2013.2014.
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)(c) 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)(c) 
Equity compensation plans approved by security holders18,282,234
1 
$40.2222,959,002
2 
14,539,339
1 
$42.8420,474,563
2 
Equity compensation plans not approved by security holders3
21,925
 $37.65
 4,462
 $40.75
 
Total18,304,159
 $40.2222,959,002
 14,543,801
 $42.8420,474,563
 
1 
This amount includes 17,204,92013,614,273 shares covered by outstanding stock options, 313,001256,275 shares that could be delivered for outstanding performance share awards, 539,689433,319 shares covered by outstanding restricted stock unit awards, and 224,624235,472 shares covered by outstanding deferred stock unit awards. The weighted-average exercise price of awards outstanding under equity compensation plan approved by security holders reflected in column (b) above is calculated based on the outstanding stock options under these plans as the other forms of wards outstanding have no exercise price.
2 
This amount is the aggregate number of shares available for new awards under the Edison International 2007 Performance Incentive Plan as of December 31, 2013,2014, and includes shares that have become available from the Edison International Equity Compensation Plan and the Edison International 2000 Equity Plan (together, the "Prior Plans"). However, no additional awards have been granted under the Prior Plans since April 26, 2007, and all awards granted since that date have been made under the Edison International 2007 Performance Incentive Plan. The maximum number of shares or Edison International Common Stock that may be issued or transferred pursuant to awards under the Edison International 2007 Performance Incentive Plan is 49,500,000 shares, plus the number of any shares subject to awards issued under the Prior Plans and outstanding as of April 26, 2007 that expire, cancel or terminate without being exercised or shares being issued. Shares available under the Edison International 2007 Performance Incentive Plan may generally, subject to certain limits set forth in the plan, be used for any type of award authorized under that plan, including stock options, restricted stock, performance shares, restricted or deferred units, and stock bonuses.

125




generally, subject to certain limits set forth in the plan, be used for any type of award authorized under that plan, including stock options, restricted stock, performance shares, restricted or deferred units, and stock bonuses.
3 
The Edison International 2000 Equity Plan is a broad-based stock option plan that did not require shareholder approval. It was adopted in May 2000 by Edison International with an original authorization of 10,000,000 shares. The Edison International Compensation and Executive Personnel Committee is the plan administrator. Edison International nonqualified stock options were granted to employees of the Edison International companies under this plan, but the granting authority expired on April 26, 2007. Any outstanding shares as of that date that expire, cancel or terminate without being exercised or shares being issued increase the maximum shares that may be delivered under the Edison International 2007 Performance Incentive Plan as described in footnote (2) above. The exercise price was not less than the fair market value of a share of Edison International Common Stock on the date of grant and the stock options cannot be exercised more than 10 years after the date of grant.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responding to Item 13this section will appear in the Joint Proxy Statement under the headings "Certain Relationships and Related Transactions," and "Information About Our Corporate Governance—Q: Is SCE subject to the same corporate governance stock exchange rules as EIX?", "—Q: How does the Board determine which directors are considered independent?", "—Q: Which directors has the Board determined are independent to serve on the Board?" and "Where can I find the Company's corporate governance documents?" and is incorporated herein by this reference.

121


ITEM 14.    


PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information responding to Item 14this section will appear in the Joint Proxy Statement under the heading "Independent Registered Public Accounting Firm Fees," and is incorporated herein by this reference.
PART IVMARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Edison International Common Stock is traded on the New York Stock Exchange under the symbol "EIX."
Market information responding to this section is included in "Notes to Consolidated Financial Statements—Note 18. Quarterly Financial Data (Unaudited)." There are restrictions on the ability of Edison International's subsidiaries to transfer funds to Edison International that materially limit the ability of Edison International to pay cash dividends. Such restrictions are discussed in the MD&A under the heading "Liquidity and Capital Resources—Edison International Parent and Other," and in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividend Restrictions" and "—Note 5. Debt and Credit Agreements." The number of common stockholders of record of Edison International was 41,000 on February 21, 2014. Additional information concerning the market for Edison International's Common Stock is set forth on the cover page of this report. Required information about Edison International's equity compensation plans is incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this report.
ITEM 15.    Purchases of Equity Securities by Edison International and Affiliated Purchasers
The following table contains information about all purchases of Edison International Common Stock made by or on behalf of Edison International in the fourth quarter of 2014.
Period
(a) Total
Number of Shares
(or Units)
Purchased1
 
(b) Average
Price Paid per Share (or Unit)1
 
(c) Total
Number of Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares
(or Units) that May
Yet Be Purchased
Under the Plans or
Programs
October 1, 2014 to October 31, 2014430,555
  $60.17
   
November 1, 2014 to November 30, 2014305,807
  62.70
   
December 1, 2014 to December 31, 2014621,358
  65.35
   
Total1,357,720
  63.11
   
1
The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.
Purchases of Equity Securities by Southern California Edison and Affiliated Purchasers
Information with respect to frequency and amount of cash dividends is included in "Notes to the Consolidated Financial Statements—Note 18. Quarterly Financial Data (Unaudited)." As a result of the formation of a holding company described under the heading "Business" above, all of the issued and outstanding common stock of SCE is owned by Edison International and there is no market for such stock.
Information on securities authorized for issuance under equity compensation plans, is not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

122




Comparison of Five-Year Cumulative Total Return
 At December 31,
 2009
 2010
 2011
 2012
 2013
 2014
Edison International$100
 $115
 $128
 $142
 $150
 $219
S & P 500 Index100
 115
 117
 134
 180
 205
Philadelphia Utility Index100
 106
 126
 124
 138
 179
Note: Assumes $100 invested on December 31, 2009 in stock or index including reinvestment of dividends. Performance of the Philadelphia Utility Index is regularly reviewed by management and the Board of Directors in understanding Edison International's relative performance and is used in conjunction with elements of Edison International's compensation program.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
See Consolidated Financial Statements listed in the Table of Contents of this report.
(a)(2) Report of Independent Registered Public Accounting Firm and Schedules Supplementing Financial Statements
The following documents may be found in this report at the indicated page numbers onunder the heading "Exhibits and Financial Statement Schedules" in the Table of Contents of this report.
Reports of Independent Registered Public Accounting Firm
Schedules I for SCE and Schedules III through V, inclusive, for both Edison International and SCE are omitted as not required or not applicable.
(a)(3) Exhibits
See "Exhibit Index" in this report.
Edison International and SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon payment to Edison International or SCE of their reasonable expenses of furnishing such exhibit, which shall be limited to photocopying charges and, if mailed to the requesting party, the cost of first-class postage.


126123




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED BALANCE SHEETS
December 31,December 31,
(in millions)2013 20122014 2013
Assets:      
Cash and cash equivalents$13
 $64
$8
 $13
Other current assets166
 18
531
 166
Total current assets179
 82
539
 179
Investments in subsidiaries10,328
 9,903
12,416
 10,328
Deferred income tax559
 555
Deferred income taxes547
 559
Other long-term assets615
 414
172
 615
Total assets$11,681
 $10,954
$13,674
 $11,681
Liabilities and equity:      
Accounts payable$3
 $105
Short-term debt$619
 $34
Current portion of long-term debt204
 
Other current liabilities629
 184
377
 598
Total current liabilities632
 289
1,200
 632
Long-term debt400
 400
610
 400
Other long-term liabilities721
 833
904
 721
Total equity9,928
 9,432
10,960
 9,928
Total liabilities and equity$11,681
 $10,954
$13,674
 $11,681

127124




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF INCOME
For the Years Ended December 31, 20132014, 20122013 and 20112012
(in millions, except per-share amounts)2013 2012 2011
Operating revenue and other income$
 $
 $
Operating expenses and interest expense72
 80
 63
Loss before equity in earnings of subsidiaries(72) (80) (63)
Equity in earnings of subsidiaries922
 1,590
 1,077
Income before income taxes850
 1,510
 1,014
Income tax expense (benefit)(29) 7
 (27)
Income from continued operations879
 1,503
 1,041
Income (loss) from discontinued operations, net of tax36
 (1,686) (1,078)
Net income (loss) attributable to Edison International common shareholders$915
 $(183) $(37)
Weighted-average common stock outstanding326
 326
 326
Basic earnings (loss) per share:     
Continuing operations$2.70
 $4.61
 $3.20
Discontinued operations0.11
 (5.17) (3.31)
Total$2.81
 $(0.56) $(0.11)
Diluted earnings (loss) per share:     
Continuing operations$2.67
 $4.55
 $3.17
Discontinued operations0.11
 (5.11) (3.28)
Total$2.78
 $(0.56) $(0.11)

(in millions)2014 2013 2012
Operating revenue and other income$3
 $
 $
Operating expenses and interest expense94
 72
 80
Loss before equity in earnings of subsidiaries(91) (72) (80)
Equity in earnings of subsidiaries1,482
 922
 1,590
Income before income taxes1,391
 850
 1,510
Income tax expense (benefit)(36) (29) 7
Income from continuing operations1,427
 879
 1,503
Income (loss) from discontinued operations, net of tax185
 36
 (1,686)
Net income (loss)$1,612
 $915
 $(183)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 20132014, 20122013 and 20112012
(in millions)2013 2012 20112014 2013 2012
Net income (loss)$915
 $(183) $(37)$1,612
 $915
 $(183)
Other comprehensive income (loss)74
 52
 (63)
Other comprehensive income (loss), net of tax(45) 74
 52
Comprehensive income (loss)$989
 $(131) $(100)$1,567
 $989
 $(131)


128125




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 20132014, 20122013 and 20112012
(in millions)2013 2012 20112014 2013 2012
Net cash provided by operating activities$387
 $355
 $437
Net cash provided (used) by operating activities$(73) $387
 $355
Cash flows from financing activities:          
Payable due to consolidated affiliate10
 130
 
Payable due to affiliate66
 10
 130
Short-term debt financing, net33
 (15) (9)584
 33
 (15)
Settlements of stock-based compensation, net(6) (10) (5)(24) (6) (10)
Dividends paid(440) (424) (417)(463) (440) (424)
Net cash used by financing activities(403) (319) (431)
Net cash provided (used) by investing activities:(35) 
 1
Net cash provided (used) by financing activities163
 (403) (319)
Net cash used by investing activities(95) (35) 
Net increase (decrease) in cash and cash equivalents(51) 36
 7
(5) (51) 36
Cash and cash equivalents, beginning of year64
 28
 21
13
 64
 28
Cash and cash equivalents, end of year$13
 $64
 $28
$8
 $13
 $64
Note 1. Basis of Presentation
The accompanying condensed financial statements of Edison International Parent should be read in conjunction with the consolidated financial statements and notes thereto of Edison International and subsidiaries ("Registrant") included in Part II, Item 8 of this Form 10-K. Edison International's Parent significant accounting policies are consistent with those of the Registrant, SCE and other wholly owned and controlled subsidiaries.
Dividends ReceivedSOUTHERN CALIFORNIA EDISON COMPANY
Regulation
Edison International Parent received cash dividendsCPUC
The CPUC has the authority to regulate, among other things, retail rates, energy purchases on behalf of retail customers, SCE capital structure, rate of return, issuance of securities, disposition of utility assets and facilities, oversight of nuclear decommissioning funding and costs, and aspects of the transmission system planning, site identification and construction, including safety.
FERC
The FERC has the authority to regulate wholesale rates as well as other matters, including unbundled transmission service pricing, rate of return, accounting practices, and licensing of hydroelectric projects. The FERC also has jurisdiction over a portion of the retail rates and associated rate design.
NERC
The FERC assigned administrative responsibility to the NERC to establish and enforce reliability standards and critical infrastructure protection standards, which protect the bulk power system against potential disruptions from cyber and physical security breaches. The critical infrastructure protection standards focus on controlling access to critical physical and cyber security assets, including supervisory control and data acquisition systems for the electric grid. Compliance with these standards is mandatory. The maximum penalty that may be levied for violating a NERC reliability or critical infrastructure protection standard is $1 million per violation, per day.
SCE has a formal cyber security program that covers SCE's information technology systems as well as customer data. Program staff is engaged with industry groups as well as public-private initiatives to reduce risk and to strengthen the security and reliability of $486 million, $469 millionSCE's systems and $461 millioninfrastructure. The program is also engaged in 2013, 2012the protection of SCE's customer information.
Nuclear Power Plant Regulation
The NRC has jurisdiction with respect to the safety of the San Onofre and 2011,Palo Verde Nuclear Generating Stations. The NRC regulates commercial nuclear power plants through licensing, oversight and inspection, performance assessment, and enforcement of its requirements. In June 2013, SCE decided to permanently retire and decommission San Onofre. For further information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" in the MD&A.
Other Regulatory Agencies
The construction, planning and project site identification of SCE's transmission lines and substation facilities require the approval of many governmental agencies and compliance with various laws in addition to the CPUC and FERC. These include various state regulatory agencies depending on the project location; the CAISO, and other environmental, land management and resource agencies such as the Bureau of Land Management, the U.S. Forest Service, the California Department of Fish and Game, and the California Coastal Commission; and regional water quality control boards. In addition, to the extent that SCE transmission line projects pass through lands owned or controlled by Native American tribes, consent and approval from the affected tribes and the Bureau of Indian Affairs are also necessary for the project to proceed.
Overview of Ratemaking Process
CPUC
Revenue authorized by the CPUC through triennial GRC proceedings is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investments in generation and distribution assets and general plant (also referred to as "rate base") on a forecast basis. The CPUC sets an annual revenue requirement for the base year which is made up of the operation and maintenance costs, depreciation, taxes and a return consistent with the authorized cost of capital (discussed below). In the GRC proceedings, the CPUC also generally approves the level of capital spending on a forecast basis. Following the base year, the revenue requirements for the remaining two years are set by a methodology established in the

111



GRC proceeding, which generally, among other items, includes annual allowances for escalation in operation and maintenance costs and additional changes in capital-related investments. In December 2014, the CPUC adopted new risk assessment processes to be incorporated into GRC proceedings, including a triennial safety model assessment proceeding ("S-MAP") to assess the utility models used to prioritize safety risks, an examination to assess utilities' assessment of their key risks and their proposed mitigation programs, and annual reporting of risk spending and mitigation results. SCE's initial S-MAP application is due in May 2015.
SCE's 2012 GRC authorized revenue requirements for 2012, 2013, and 2014 of $5.7 billion, $5.8 billion, and $6.2 billion, respectively. In November 2013, SCE filed its 2015 GRC application, which was subsequently revised to a 2015 base rate revenue requirement request of $5.7 billion. For further discussion of the 2015 GRC, see "Management Overview—Regulatory Matters—2015 General Rate Case" in the MD&A.
Dividend Restrictions
The CPUC regulates SCE's cost of capital, including its capital structure and authorized rates of return. SCE's authorized capital structure is 43% long-term debt, 9% preferred equity and 48% common equity. SCE's currently authorized cost of capital consists of: cost of long-term debt of 5.49%, cost of preferred equity of 5.79% and return on common equity of 10.45%. In December 2014, the CPUC granted a request made by SCE and the other Investor-owned utilities to postpone the filing of new cost of capital applications from April 2015 to April 2016, thus extending the current cost of capital mechanism through 2016. The mechanism provides for an automatic adjustment to SCE's authorized cost of capital if the utility bond index changes beyond certain thresholds on an annual basis. The index changes did not exceed the threshold in September 2014 so the return on common equity will remain at 10.45% in 2015.
SCE's return on investment is established by multiplying an authorized rate of return, determined in separate cost of capital proceedings, by SCE's authorized CPUC rate base.
CPUC rates decouple authorized revenue from the volume of electricity sales so that SCE receives revenue equal to amounts authorized. Differences between amounts collected and authorized levels are either collected from or refunded to customers, and, therefore, such differences do not impact operating revenue. Accordingly, SCE is neither benefited nor burdened by the volumetric risk related to retail electricity sales.
Balancing accounts (also referred to as cost-recovery mechanisms) are typically used to track and recover SCE's decoupled costs of fuel and purchased-power, as well as certain operation and maintenance expenses, including energy efficiency and demand-side management program costs. SCE earns no return on these activities and although differences between forecasted and actual costs do not impact earnings, such differences do impact cash flows and can change rapidly.
SCE's balancing account for fuel and power procurement-related costs is referred to as the ERRA balancing account. SCE sets rates based on an annual forecast of the costs that it expects to incur during the subsequent year. In addition, the CPUC has established a "trigger" mechanism for the ERRA balancing account that allows for a rate adjustment if the balancing account over- or under-collection exceeds 5% of SCE's prior year's revenue that is classified as generation for retail rates. For 2015, the trigger amount is approximately $337 million. At December 31, 2014, SCE's undercollection in the ERRA balancing account was approximately $1.03 billion. For further information on the status of the ERRA undercollection, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement'' in the MD&A.
The majority of procurement-related costs eligible for recovery through cost-recovery rates are pre-approved by the CPUC through specific decisions and a procurement plan with predefined standards that establish the eligibility for cost recovery. If such costs are subsequently found to be non-compliant with this procurement plan, then this could negatively impact SCE's earnings and cash flows. In addition, the CPUC retrospectively reviews outages associated with utility-owned generation and SCE's power procurement contract administration activities through the annual ERRA review proceeding. If SCE is found to be unreasonable or imprudent with respect to its utility-owned generation outages and contract administration activities, then this could negatively impact SCE's earnings and cash flows.
FERC
Revenue authorized by the FERC is intended to provide SCE with recovery of its prudently-incurred transmission costs, including a return on its net investment in transmission assets (also referred to as "rate base"). In November 2013, the FERC approved SCE's settlement to implement a formula rate effective January 1, 2012 to determine SCE's FERC transmission revenue requirement, including its construction work in progress ("CWIP") revenue requirement that was previously recovered through a separate mechanism. Under operation of the formula rate, transmission revenue will be updated to actual cost of service annually. The transmission revenue requirement and rates are updated each December, to reflect a forecast of costs for the upcoming rate period, as well as a true up of the transmission revenue to actual costs incurred by SCE in the prior calendar year on its formula rate. The FERC weighted average ROE, including project and other incentives, was 10.45% in 2014 and can vary based on the mix of project costs that have different incentives. The FERC ROE will remain in

112




effect until at least June 30, 2015, when the moratorium, provided for in the settlement, on modifications to the formula rate tariff ends. For further information on the current FERC formula rates, related transmission revenue requirements and rate changes, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—FERC Formula Rates" in the MD&A.
Retail Rates Structure and Residential Rate Design
To develop retail rates, the authorized revenue requirements are allocated among all customer classes (residential, commercial, industrial, agricultural and street lighting) on a functional basis (i.e., generation, distribution, transmission, etc.). Specific rate components are designed to recover the authorized revenue allocated to each customer class.
SCE has a four-tier residential rate structure. Each tier represents a certain electricity usage level and within each increasing usage level, the electricity is priced at a higher rate per kilowatt hour. Although, for more than a decade, statutory restrictions on increasing Tier 1 and 2 rates resulted in shifting much of the cost of residential rate increases to the higher tier/usage customers, the California legislature passed a law ("AB 327") in October 2013 that lifts the restrictions on Tier 1 and 2 rates. The CPUC approved substantial increases to Tier 1 and 2 rates that went into effect in July 2014. The CPUC is still considering additional, longer-term residential rate change proposals in an ongoing proceeding that is expected to conclude in the first half of 2015. The decision in that proceeding may result in a phased-in increase to SCE's nominal customer charge, which limitswill permit SCE to recover a portion of its fixed costs of serving residential customers through fixed charges rather than through energy charges that vary with usage. In addition to proposing a substantial increase in its customer charge, SCE has proposed that by 2018, the dividendsnumber of usage tiers be reduced from four tiers to two, with a price differential of 20%.
Energy Efficiency Incentive Mechanism
In December 2012, the CPUC adopted an energy efficiency incentive mechanism for the 2010 – 2012 energy efficiency program performance period. The mechanism uses an incentive calculation that is based on actual energy efficiency expenditures. The December 2012 CPUC decision provided shareholder earnings for the 2010 program performance period and allows SCE the opportunity to claim future shareholder earnings in both 2013 and 2014 associated with SCE's 2011 and 2012 program performance periods using this incentive calculation. In September 2013, the CPUC adopted a new energy efficiency incentive mechanism called the Energy Savings and Performance Incentive Mechanism ("ESPI"). The ESPI will apply starting with the 2013 – 2014 energy efficiency program cycle and continue for subsequent cycles, until further notice. The ESPI is comprised of performance/savings rewards and management fees based on actual energy efficiency expenditures and does not contain any provisions for penalties. The proposed ESPI schedule for earning claims anticipates payments of the incentive rewards occurring between one and two years after the relevant program year. For further discussion of SCE's energy efficiency incentive awards, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—Energy Efficiency Incentive Mechanism" in the MD&A.
Purchased Power and Fuel Supply
SCE obtains power needed to serve its customers primarily from purchases from qualifying facilities, independent power producers, the CAISO, and other utilities as well as from its generating facilities.
Natural Gas Supply
SCE requires natural gas to meet contractual obligations for power tolling agreements (power contracts in which SCE has agreed to provide or pay for the natural gas burned to generate electricity). SCE also requires natural gas to fuel its Mountainview and peaker plants, which are generation units that are designed to operate in response to changes in demand for power. The physical natural gas purchased by SCE is subject to competitive bidding.
CAISO Wholesale Energy Market
The CAISO operates a wholesale energy market primarily in California through which competing electricity generators offer their electricity output to market participants, including electricity retailers. The CAISO schedules power in hourly increments with hourly prices through a day-ahead market in California and schedules power in fifteen-minute and five-minute increments with fifteen-minute and five-minute prices through two real-time markets that cover California and portions of six neighboring states through the Energy Imbalance Market. Both markets optimize energy procurement, ancillary service procurement, unit commitment and congestion management. SCE participates in the day-ahead and real-time markets for the sale of its generation and purchases for its load requirements.

113




The CAISO uses a nodal locational pricing model, which sets wholesale electricity prices at system points ("nodes") that reflect local generation and delivery costs. Generally, SCE bids the electric generation resources that it owns or controls into the day-ahead and real-time markets based on the economics of that resource. SCE also separately bids its expected load into these same markets. To the extent SCE's generation bids are selected, SCE's customers receive market revenues for those resources based on the market price that corresponds to the nodes for those resources at the time the award was made. For SCE's load, SCE's customers pay a price that reflects the aggregate price of generation for the nodes that are located in SCE's service territory.
Congestion may occur when available energy cannot be delivered due to transmission constraints, which results in transmission congestion charges and differences in prices at various nodes. The CAISO also offers congestion revenue rights or CRRs, a commodity that entitles the holder to receive (or pay) the value of transmission congestion between specific nodes, acting as a potential economic hedge against transmission congestion charges in the day-ahead market. Currently, no such instrument exists for the real-time markets.
Competition
SCE faces retail competition in the sale of electricity to the extent that federal and California laws permit other entities to provide electricity and related services to customers within SCE's service area. While California law provides only limited opportunities for customers in SCE's service area to choose to purchase power directly from an energy service provider other than SCE, a limited, phased-in expansion of customer choice (direct access) for nonresidential customers was permitted beginning in 2009. SCE also faces competition from cities and municipal districts that create municipal utilities or community choice aggregators. Competition between SCE and other electricity providers is conducted mainly on the basis of price.
SCE also faces increased competition from customer-owned power generation alternatives, such as roof-top solar facilities, becoming available to its customers as a result of technological developments, federal and state subsidies, and declining costs of such alternatives.
Customer-owned power generation's competitiveness has been fostered by legislation passed in 1995, when these generation systems were first introduced to the marketplace. The legislation was meant to encourage private investment in renewable energy resources by both residential and non-residential customers and required SCE to offer a net energy metering ("NEM") billing option to customers who install eligible power generation systems to supply all or part of their energy needs. SCE is required to offer the NEM option until the total generating capacity used by NEM customers exceeds 10% of SCE's aggregate customer peak demand (the "NEM Cap").
NEM customers are interconnected to SCE's grid and credited for the net difference between the electricity SCE supplied to them through the grid and the electricity the customer exported to SCE over a twelve month period. SCE is required to credit the NEM customer for most of the power they sell back to SCE at the full retail rate. Through the credit they receive, NEM customers effectively avoid paying costs for the grid, which include all of the fixed costs of the poles, wires, meters, advanced technologies, and other infrastructure that makes the grid safe, reliable, and able to accommodate solar panels or other customer-owned generation systems. In addition, NEM customers are exempted from standby and departing load charges and interconnection-related costs.
AB 327 directs the CPUC to address this subsidization through: rate reform, which includes the imposition of fixed charges on both NEM and non-NEM customers; the development of a new standard billing contract for customers who install generation systems after July 2017 or the attainment of the NEM Cap; and a transition period over which customers who received NEM billing prior to new standard billing contract period will transition to the new contract. In March 2014, the CPUC established a 20-year transition period for customers who apply to use SCE's NEM tariff by July 1, 2017 or when SCE reaches its NEM Cap, whichever is first. AB 327 requires, among other things, that the CPUC ensure that the new standard billing contract will be based on the actual costs and benefits of customer-owned power generation. The proceeding to develop the new standard contract or tariff is in its early stages.
The effect of these types of competition on SCE generally is to reduce the amount of electricity purchased by customers. However customers, except for NEM customers, who use alternative electricity providers, typically continue to utilize and pay for SCE's transmission and distribution services. See "Risk Factors—Risks Relating to Southern California Edison International.Company—Regulatory Risks."
In the area of transmission infrastructure, SCE may make distributionsexperience increased competition from independent transmission providers. The FERC has made changes to its transmission planning requirements with the goal of opening transmission development to competition from independent developers. The FERC adopted rules, effective in 2011, that removed the incumbent public utility transmission owners' federally-based right of first refusal to construct certain new transmission

114




facilities and mandated regional and interregional transmission planning. In compliance with these rules, regional entities, such as ISOs, have created new processes for regional and interregional transmission planning and the competitive solicitation and selection of developers (including incumbent utilities) to build and own certain types of new transmission projects. In December 2014, the FERC issued orders approving the CAISO's process for regional planning and competitive solicitations and the CAISO's interregional planning process. The CAISO has begun holding competitive solicitations pursuant to the new rules. 
Properties
SCE supplies electricity to its customers through extensive transmission and distribution networks. Its transmission facilities, which include sub-transmission facilities and are located primarily in California but also in Nevada and Arizona, deliver power from generating sources to the distribution network and consist of lines ranging from 33 kV to 500 kV and substations. SCE's distribution system, which takes power from substations to customers, includes over 53,000 line miles of overhead lines, 38,000 line miles of underground lines and approximately 800 distribution substations, all of which are located in California. SCE owns the generating facilities listed in the following table:
Generating Facility 
Location
(in CA, unless
otherwise noted)
 Fuel Type Operator 
SCE's
Ownership
Interest (%)
Net Physical
Capacity
(in MW)
 
SCE's Capacity
pro rata share
(in MW)
Hydroelectric Plants (33) Various Hydroelectric SCE 100%1,153
  1,153
 
Pebbly Beach Generating Station Catalina Island Diesel SCE 100%9
  9
 
Mountainview Units 3 and 4 Redlands Natural Gas SCE 100%1,050
  1,050
 
Peaker Plants (5) Various Natural Gas SCE 100%245
  245
 
Palo Verde Nuclear Generating Station Phoenix, AZ Nuclear APS 15.8%3,739
  591
 
Solar PV Plants (25) Various Photovoltaic SCE 100%91
  91
 
Total        
6,287
  3,139
 
Certain of SCE's substations, and portions of its transmission, distribution and communication systems are located on lands owned by the federal, state or local governments under licenses, permits, easements or leases, or on public streets or highways pursuant to franchises. Certain of the documents evidencing such rights obligate SCE, under specified circumstances and at its expense, to relocate such transmission, distribution, and communication facilities located on lands owned or controlled by federal, state, or local governments.
The majority of SCE's hydroelectric plants and related reservoirs are located in whole or in part on U.S.-owned lands and are subject to FERC licenses. Slightly over half of these plants have FERC licenses that expire at various times between 2021 and 2046. SCE continuously monitors and maintains these licenses. FERC licenses impose numerous restrictions and obligations on SCE, including the right of the United States to acquire projects upon payment of specified compensation. When existing licenses expire, the FERC has the authority to issue new licenses to third parties that have filed competing license applications, but only if their license application is superior to SCE's and then only upon payment of specified compensation to SCE. New licenses issued to SCE are expected to contain more restrictions and obligations than the expired licenses because laws enacted since the existing licenses were issued require the FERC to give environmental objectives greater consideration in the licensing process. Substantially all of SCE's properties are subject to the lien of a trust indenture securing first and refunding mortgage bonds. See "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Seasonality
Due to warm weather during the summer months and SCE's rate design, operating revenue during the third quarter of each year is generally higher than the other quarters.
ENVIRONMENTAL REGULATION OF EDISON INTERNATIONAL AND SUBSIDIARIES
Legislative and regulatory activities by federal, state, and local authorities in the United States relating to energy and the environment impose numerous restrictions on the operation of existing facilities and affect the timing, cost, location, design, construction, and operation of new facilities by Edison International's subsidiaries, as well as the cost of mitigating the environmental impacts of past operations. The environmental regulations and other developments discussed below may impact SCE's fossil-fuel fired power plants and fossil-fuel power plants owned by others that SCE purchases power from, and

115




accordingly, the discussion in this section focuses mainly on regulations applicable to California. For more information on environmental risks, see "Risk Factors—Risks Relating to Southern California Edison Company—Environmental Risks."
Edison International and SCE continue to monitor legislative and regulatory developments and to evaluate possible strategies for compliance with environmental regulations. Additional information about environmental matters affecting Edison International and its subsidiaries, including projected environmental capital expenditures, is included in the MD&A under the heading "Liquidity and Capital Resources—SCE—Capital Investment Plan" and in "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Environmental Remediation."
Air Quality
The CAA, which regulates air pollutants from mobile and stationary sources, has a significant impact on the operation of fossil fuel plants. The CAA requires the US EPA to establish concentration levels in the ambient air for six criteria pollutants to protect public health and welfare. These concentration levels are known as NAAQS. The six criteria pollutants are carbon monoxide, lead, nitrogen dioxide, ozone, particulate matter, and SO2.
Federal environmental regulations of these criteria pollutants require states to adopt state implementation plans, known as SIPs, for certain pollutants, which detail how the state will attain the standards that are mandated by the relevant law or regulation. The SIPs must be equal to or more stringent than the federal requirements and must be submitted to the US EPA for approval. Each state identifies the areas within its boundaries that meet the NAAQS (attainment areas) and those that do not (non-attainment areas), and must develop a SIP both to bring non-attainment areas into compliance with the NAAQS and to maintain good air quality in attainment areas. Much of southern California is in a non-attainment area for several criteria pollutants.
National Ambient Air Quality Standards
The US EPA has proposed primary and secondary NAAQS for 8-hour ozone. Areas in SCE's service area were classified in various degrees of nonattainment with these standards. California has developed air quality management plans and updated its SIP to outline how compliance with the NAAQS will be achieved, but these plans remain subject to US EPA approval and challenges from environmental groups in federal court. The implementation plans and proposed revisions call for more stringent restrictions on air emissions, which could further increase the difficulty of siting new natural gas fired generation in Southern California.
Water Quality
Clean Water Act
Regulations under the federal Clean Water Act dictate permitting and mitigation requirements for many of SCE's construction projects, and govern critical parameters at generating facilities, such as the temperature of effluent discharges and the location, design, and construction of cooling water intake structures at generating facilities. Federal standards intended to protect aquatic organisms by reducing capture in the screens attached to cooling water intake structures (impingement) at generating facilities and the water volume brought into the facilities (entrainment) have been finalized. However, due to the decision to permanently retire San Onofre Units 2 and 3, SCE sought relief from the federal standards in order to avoid material capital expenditures at San Onofre.
California Restriction on the Use of Ocean-Based Once-Through Cooling
California has a US EPA-approved program to issue individual or group permits for the regulation of Clean Water Act discharges. California also regulates certain discharges not regulated by the US EPA. In 2010, the California State Water Resources Control Board ("SWRCB") issued a final policy, which established significant restrictions on the use of ocean water by existing once-through cooled power plants along the California coast. The final policy required an independent engineering study to be completed prior to the fourth quarter of 2013 regarding the feasibility of compliance by California's two coastal nuclear power plants. SCE received a suspension of the requirement to perform the study pending the submittal of additional information to the SWRCB regarding the continued use of ocean water at San Onofre during decommissioning. In January 2015, the SWRCB notified SCE that due to the reduced intake flow of water, SCE would not be required to complete the independent engineering study. The SWRCB also informed SCE that for as long as any intake of ocean water continues at San Onofre, a large organism exclusion device would have to be installed on the common equity component of SCE's capital structure remains at or above the 48% on a 13-month weighted average basis. At offshore intakes no later than December 31, 2013, SCE's 13-month weighted-average common equity component2016 to prevent the inadvertent taking of total capitalization was 49.2% andlarge marine mammals.
The policy's implementation schedule requires once-through cooled, gas-fired coastal generation facilities that provide power to SCE to phase out the maximum additional dividenduse of once-through cooling by 2020. SCE is engaged in procuring new sources of electricity to replace suppliers that SCE could payshut down due to Edison International under this limitation was approximately $247 million, resulting in a restriction on SCE's net assets of $11.9 billion.
Note 2. Debt and Credit Agreements
Long-Term Debt
At December 31, 2013 and 2012, Edison International Parent had 3.75% senior notes outstanding of $400 million, which matures in 2017.
Credit Agreements and Short-Term Debt
In 2013, Edison International Parent amended its $1.25 billion credit facility to extend the maturity date to July 2018. At December 31, 2013, the outstanding commercial paper was $34 million at a weighted-average interest rate of 0.55%. This short-term debt was supported by the $1.25 billion multi-year revolving credit facility. At December 31, 2012, Edison International Parent had no outstanding short-term debt.these requirements.

129116




Greenhouse Gas Regulation
There have been a number of federal and state legislative and regulatory initiatives to reduce GHG emissions. Any climate change regulation or other legal obligation that would require substantial reductions in GHG emissions or that would impose additional costs or charges for the emission of GHGs could significantly increase the cost of generating electricity from fossil fuels, as well as the cost of purchased power.
Federal Legislative/Regulatory Developments
In 2010, the US EPA issued the Prevention of Significant Deterioration ("PSD") and Title V Greenhouse Gas Tailoring Rule, known as the "GHG tailoring rule." This regulation generally subjects newly constructed sources of GHG emissions and newly modified existing major sources to the PSD air permitting program beginning in January 2011 (and later, to the Title V permitting program under the CAA); however, the GHG tailoring rule significantly increases the emissions thresholds that apply before facilities are subjected to these programs. In September 2013, the US EPA announced proposed carbon dioxide emissions limits for new power plants. In June 2014, the US EPA announced proposed carbon dioxide emissions limits for existing power plants. Regulation of GHG emissions pursuant to the PSD program could affect efforts to modify SCE's facilities in the future, and could subject new capital projects to additional permitting or emissions control requirements that could delay such projects.
Since 2010, the US EPA's Final Mandatory GHG Reporting Rule has required all sources within specified categories, including electric generation facilities, to monitor emissions, and to submit annual reports to the US EPA by March 31 of each year. SCE's 2014 GHG emissions from utility-owned generation were approximately 2.5 million metric tons.
Regional Initiatives and State Legislation
Regional initiatives and state legislation also require reductions of GHG emissions and it is not yet clear whether or to what extent any federal legislation would preempt them. If state and/or regional initiatives remain in effect after federal legislation is enacted, utilities and generators could be required to satisfy them in addition to the federal standards.
SCE's operations in California are subject to two laws governing GHG emissions. The first law, the California Global Warming Solutions Act of 2006 (also referred to as AB 32), establishes a comprehensive program to reduce GHG emissions. AB 32 required the California Air Resources Board ("CARB") to develop regulations, which became effective in 2012, that would reduce California's GHG emissions to 1990 levels by 2020. In December 2011, the CARB regulation was officially published establishing a California cap-and-trade program. In the California cap-and-trade program, all covered GHG emitters, including SCE, are subject to a "cap" on their emissions designed to encourage entities to reduce emissions from their operations. Covered entities must remit a compliance instrument for each ton of carbon dioxide equivalent gas emitted and can do so buying state-issued emission allowances at auction or purchasing them in the secondary allowance market. GHG emitters can also meet up to 8% of their AB 32 cap-and-trade obligations by participating in verified offset programs, such as reforestation, that have recognized effects on reducing atmospheric GHGs.
CARB regulations implementing a cap-and-trade program and the cap-and-trade program itself, continue to be the subject of litigation. In 2012, environmental groups filed a case against CARB challenging the cap-and-trade program's offset provisions. SCE intervened as part of a broad business coalition to support the provisions on offset programs. The Superior Court upheld the offset provisions but the case is on appeal. The California Chamber of Commerce and a private company filed suits alleging that the auction itself violated AB 32 and the California Constitution. The Superior Court consolidated the two suits and ruled in CARB's favor in November 2013. Plaintiffs filed an appeal in March 2014.
The second law, SB 1368, required the CPUC and the California Energy Commission to adopt GHG emission performance standards that apply to California investor-owned and publicly owned utilities' long-term arrangements for the purchase of electricity. The standards that have been adopted prohibit these entities, including SCE, from entering into long-term financial commitments with generators that emit more than 1,100 pounds of CO2 per MWh, which is the performance of a combined-cycle gas turbine generator.
In 2011, California enacted a law to require California retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources, as defined in the statute. The CPUC set procurement quantity requirements applicable to SCE that incrementally increase to 33% over several periods between January 2011 and December 2020. The requirement remains at 33% of retail sales for each year thereafter. In October 2013, AB 327 was enacted to permit the CPUC to require the procurement of eligible renewable energy resources in excess of 33%; but the CPUC has not yet changed this requirement. SCE's delivery of eligible renewable resources to customers was 22% of its total energy portfolio for 2013 and is estimated to be approximately 23% of its total energy portfolio for 2014.

117




Litigation Developments
Litigation alleging that GHGs have caused damages for which plaintiffs seek recovery may affect SCE, whether or not it is named as a defendant. The legal developments in this area have focused on whether lawsuits seeking recovery for such alleged damages present questions capable of judicial resolution or political questions that should be resolved by the legislative or executive branches.
In 2011, the U.S. Supreme Court dismissed public nuisance claims against five power companies related to GHG emissions. In the dismissal, the Supreme Court ruled that the CAA, and the US EPA actions it authorizes, displace federal common law nuisance claims that might arise from the emission of GHGs. The Supreme Court also affirmed that at least some of the plaintiffs had standing to bring the case, but did not determine whether the CAA also preempts state law claims that might arise from the same circumstances.
Other suits alleging causes of action that include negligence, public and private nuisance, trespass, and violation of the public trust have been dismissed on threshold grounds, including justiciability and standing, by several courts. However, various groups of plaintiffs continue to explore and assert legal theories under which they seek to obtain recovery for past alleged harm, or have courts issue rulings that will control levels of current and future GHG emissions. Thus, the defendants in the dismissed actions, including SCE and other Edison International subsidiaries, together with other industrial companies associated with GHG emissions, may be required to defend such actions in both state and federal courts for the foreseeable future.
UNRESOLVED STAFF COMMENTS
None.
PROPERTIES
As a holding company, Edison International does not directly own any significant properties other than the stock of its subsidiaries. The principal properties of SCE are described above under "Business—Southern California Edison Company—Properties."
LEGAL PROCEEDINGS
Shaver Lake Dam Liner Permit Violation Proceeding
In 2011, SCE installed a PVC plastic geomembrane liner on the Shaver Lake Dam to prevent water seepage. Before starting the project, SCE received the required regulatory permits and approvals. SCE and the California Department of Fish and Wildlife executed a Streambed Alteration Agreement in November 2011 that governed SCE’s activities in Shaver Lake as required by state and federal law. SCE also obtained the required federal Clean Water Act Certification in November 2011 for the project’s completion.
In February 2012, the California Department of Fish and Wildlife and the Central Valley Regional Water Quality control Board issued letters alleging that SCE had violated provisions of the Streambed Alteration Agreement and certain conditions of the federal Clean Water Act Certification, respectively. Both letters alleged that during the draining of Shaver Lake, SCE failed to prevent the discharge of sediment into an adjoining creek, causing the deaths of fish in the lake and creek. In October 2014, SCE received a pre-issuance draft of an Administrative Civil Liability Complaint from the Central Valley Regional Water Quality Control Board alleging violations of certain permit conditions relating to the Shaver Lake Dam Project. The Regional Water Quality Control Board is seeking $25 million in civil penalties for the violations. SCE disputes the allegations.
Dominguez Channel Oil Spill Complaint
SCE has been named as a defendant in a criminal misdemeanor complaint filed by the L.A. City Attorney's office arising from a 2013 oil spill associated with the failure of an underground primary cable and ground rod located in close proximity to a pipeline controlled by a private pipeline management company. The City's complaint alleges that 840 gallons of oil leaked from the pipeline into the City's storm drain which connected to the Dominguez channel. The private pipeline management company is also named as a defendant in the complaint. The City alleges violations of the California Fish and Game code as well as other state statutes and city ordinances. 

118




EXECUTIVE OFFICERS OF EDISON INTERNATIONAL
Executive OfficerAge at
December 31, 2014
Company Position
Theodore F. Craver, Jr.63Chairman of the Board, President and Chief Executive Officer
Adam S. Umanoff55Executive Vice President and General Counsel
W. James Scilacci59Executive Vice President and Chief Financial Officer
Janet T. Clayton60Senior Vice President, Corporate Communications
Gaddi H. Vasquez59Senior Vice President, Government Affairs
Pedro J. Pizarro49President, SCE
Ronald L. Litzinger55Executive Vice President
As set forth in Article IV of Edison International's and the relevant subsidiary's Bylaws, the elected officers of Edison International and its subsidiaries are chosen annually by, and serve at the pleasure of, Edison International and the relevant subsidiary's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the officers of Edison International and its subsidiaries have been actively engaged in the business of Edison International and its subsidiaries for more than five years, except for Mr. Umanoff and Ms. Clayton, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficersCompany PositionEffective Dates
Theodore F. Craver, Jr.
Chairman of the Board, President and Chief
Executive Officer, Edison International

August 2008 to present
Adam S. Umanoff
Executive Vice President and General Counsel
Edison International
Partner, Akin Gump Strauss Hauer & Feld1
Partner, Chadbourne & Parke, LLP2

January 2015 to present
May 2011 to December 2014
January 2010 to May 2011
W. James Scilacci
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Financial Officer and
Treasurer, Edison International
September 2014 to present

August 2008 to September 2014
Janet T. Clayton
Senior Vice President, Corporate Communications,
Edison International
Senior Vice President, Corporate Communications, SCE
President, Think Cure3

April 2011 to present
April 2013 to present
Jan 2008 to April 2011
Gaddi H. Vasquez
Senior Vice President, Government Affairs, Edison International and SCE
Senior Vice President, Public Affairs, SCE

May 2013 to present
July 2009 to May 2013
Pedro J. Pizarro
President, SCE
President, EME
Executive Vice President, Power Operations, SCE
October 2014 to present
January 2011 to March 2014
April 2008 to December 2010
Ronald L. Litzinger
President, Edison Energy, Inc. and
Executive Vice President, Edison International
President, SCE
Chairman of the Board, President and Chief
Executive Officer, EME4

October 2014 to present
January 2011 to September 2014

April 2008 to December 2010
1
Akin Gump Strauss Hauer & Feld is a global law firm and is not a parent, affiliate or subsidiary of Edison International.
2
Chadbourne & Parke, LLP is a global law firm and is not a parent, affiliate or subsidiary of Edison International.
3
Think Cure is a community-based nonprofit organization that raises funds to accelerate collaborative research to cure cancer and is not a parent, affiliate or subsidiary of Edison International.
4
EMG is the holding company for EME, a wholly-owned subsidiary of Edison International and an affiliate of SCE. EME filed for bankruptcy on December 17, 2012.

119




EXECUTIVE OFFICERS OF SOUTHERN CALIFORNIA EDISON COMPANY
Executive Officer
Age at
December 31, 2014
Company Position
Pedro J. Pizarro49President
Peter T. Dietrich50Senior Vice President, Transmission and Distribution
Stuart R. Hemphill51Senior Vice President, Power Supply and Operational Services
Kevin M. Payne54Senior Vice President, Customer Service
Maria Rigatti51Senior Vice President and Chief Financial Officer
Russell C. Swartz63Senior Vice President and General Counsel
As set forth in Article IV of SCE's Bylaws, the elected officers of SCE are chosen annually by, and serve at the pleasure of, SCE's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the above officers have been actively engaged in the business of SCE, its parent company Edison International, and/or one of SCE's subsidiaries or other affiliates for more than five years, except for Mr. Dietrich, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficerCompany PositionEffective Dates
Pedro Pizarro
President, SCE
President, EME
Executive Vice President, Power Operations, SCE

October 2014 to present
January 2011 to March 2014
April 2008 to December 2010

Peter T. Dietrich
Senior Vice President, Transmission & Distribution, SCE
Chief Nuclear Officer, SCE
Site Vice President, Entergy Nuclear Operations, Inc.,
James A. Fitzpatrick Nuclear Plant
1
November 2010 to present
December 2010 to December 2013

April 2006 to November 2010
Stuart R. Hemphill
Senior Vice President, Power Supply & Operational Services, SCE
Senior Vice President, Power Supply, SCE
Senior Vice President, Power Procurement, SCE
Vice President, Renewable and Alternative Power, SCE
July 2014 to present
January 2011 to July 2014
July 2009 to December 2010
March 2008 to June 2009
Kevin M. Payne
Senior Vice President, Customer Service, SCE
Vice President, Engineering & Technical Services, SCE
Vice President, Client Service Planning and Controls, SCE
March 2014 to present
September 2011 to March 2014
October 2010 to August 2011
Maria Rigatti
Senior Vice President and Chief Financial Officer, SCE
President, Edison Mission Reorganization Trust (EME Reorg Trust)
Senior Vice President, Chief Financial Officer, EME
Vice President, Chief Financial Officer and Treasurer, EME
Vice President and Treasurer, EME
July 2014 to present
April 2014 to June 2014
March 2011 to March 2014
December 2010 to February 2011
September 2008 to December 2010
Russell C. Swartz
Senior Vice President and General Counsel, SCE
Vice President and Associate General Counsel, SCE
Associate General Counsel, SCE
February 2011 to present
February 2010 to February 2011
March 2007 to February 2010
1
Entergy Nuclear Operations, Inc. is a subsidiary of Entergy Corporation, an integrated energy company and is not a parent, affiliate or subsidiary of SCE.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning executive officers of Edison International is set forth above under "Executive Officers of Edison International." Other information responding to this section will appear in Edison International's and SCE's definitive Proxy Statement (the "Joint Proxy Statement") to be filed with the SEC in connection with Edison International's and SCE's Annual Shareholders' Meeting to be held on April 23, 2015, under the headings "Item 1: Election of Directors," and "Board Committees" and is incorporated herein by this reference.
The Edison International Employee Ethics and Compliance Code is applicable to all officers and employees of Edison International and its subsidiaries. The Code is available on Edison International's Internet website at www.edisoninvestor.com at "Corporate Governance." Any amendments or waivers of Code provisions for the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be posted on Edison International's Internet website at www.edisoninvestor.com.

120




EXECUTIVE COMPENSATION
Information responding to this section will appear in the Joint Proxy Statement under the headings "Compensation Discussion and Analysis," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation" and "Director Compensation" and is incorporated herein by this reference, and under the heading "Compensation Committee Report," which is incorporated by reference
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information responding to this section will appear in the Joint Proxy Statement under the heading "Information About Our Stock Ownership," and is incorporated herein by this reference.
Equity Compensation Plans
The following Table sets forth, for each of Edison International's Equity compensation plans, the number of shares of Edison International Common Stock subject to outstanding options, warrant and rights to acquire such stock, the weighted-average exercise price of those outstanding options, warrants and rights, and the number of shares remaining available for future award grants as of December 31, 2014.
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)(c) 
Equity compensation plans approved by security holders14,539,339
1 
$42.8420,474,563
2 
Equity compensation plans not approved by security holders3
4,462
 $40.75
 
Total14,543,801
 $42.8420,474,563
 
1
This amount includes 13,614,273 shares covered by outstanding stock options, 256,275 shares that could be delivered for outstanding performance share awards, 433,319 shares covered by outstanding restricted stock unit awards, and 235,472 shares covered by outstanding deferred stock unit awards. The weighted-average exercise price of awards outstanding under equity compensation plan approved by security holders reflected in column (b) above is calculated based on the outstanding stock options under these plans as the other forms of wards outstanding have no exercise price.
2
This amount is the aggregate number of shares available for new awards under the Edison International 2007 Performance Incentive Plan as of December 31, 2014, and includes shares that have become available from the Edison International Equity Compensation Plan and the Edison International 2000 Equity Plan (together, the "Prior Plans"). However, no additional awards have been granted under the Prior Plans since April 26, 2007, and all awards granted since that date have been made under the Edison International 2007 Performance Incentive Plan. The maximum number of shares or Edison International Common Stock that may be issued or transferred pursuant to awards under the Edison International 2007 Performance Incentive Plan is 49,500,000 shares, plus the number of any shares subject to awards issued under the Prior Plans and outstanding as of April 26, 2007 that expire, cancel or terminate without being exercised or shares being issued. Shares available under the Edison International 2007 Performance Incentive Plan may generally, subject to certain limits set forth in the plan, be used for any type of award authorized under that plan, including stock options, restricted stock, performance shares, restricted or deferred units, and stock bonuses.
3
The Edison International 2000 Equity Plan is a broad-based stock option plan that did not require shareholder approval. It was adopted in May 2000 by Edison International with an original authorization of 10,000,000 shares. The Edison International Compensation and Executive Personnel Committee is the plan administrator. Edison International nonqualified stock options were granted to employees of the Edison International companies under this plan, but the granting authority expired on April 26, 2007. Any outstanding shares as of that date that expire, cancel or terminate without being exercised or shares being issued increase the maximum shares that may be delivered under the Edison International 2007 Performance Incentive Plan as described in footnote (2) above. The exercise price was not less than the fair market value of a share of Edison International Common Stock on the date of grant and the stock options cannot be exercised more than 10 years after the date of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responding to this section will appear in the Joint Proxy Statement under the headings "Certain Relationships and Related Transactions," and "Information About Our Corporate Governance—Q: Is SCE subject to the same corporate governance stock exchange rules as EIX?", "—Q: How does the Board determine which directors are considered independent?", "—Q: Which directors has the Board determined are independent to serve on the Board?" and "Where can I find the Company's corporate governance documents?" and is incorporated herein by this reference.

121




PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information responding to this section will appear in the Joint Proxy Statement under the heading "Independent Registered Public Accounting Firm Fees," and is incorporated herein by this reference.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Edison International Common Stock is traded on the New York Stock Exchange under the symbol "EIX."
Market information responding to this section is included in "Notes to Consolidated Financial Statements—Note 18. Quarterly Financial Data (Unaudited)." There are restrictions on the ability of Edison International's subsidiaries to transfer funds to Edison International that materially limit the ability of Edison International to pay cash dividends. Such restrictions are discussed in the MD&A under the heading "Liquidity and Capital Resources—Edison International Parent and Other," and in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividend Restrictions" and "—Note 5. Debt and Credit Agreements." The number of common stockholders of record of Edison International was 41,000 on February 21, 2014. Additional information concerning the market for Edison International's Common Stock is set forth on the cover page of this report. Required information about Edison International's equity compensation plans is incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this report.
Purchases of Equity Securities by Edison International and Affiliated Purchasers
The following table summarizescontains information about all purchases of Edison International Common Stock made by or on behalf of Edison International in the statusfourth quarter of the credit facility at 2014.December 31, 2013:
(in millions) 
Commitment$1,250
Outstanding borrowings(34)
Amount available$1,216
Period
(a) Total
Number of Shares
(or Units)
Purchased1
 
(b) Average
Price Paid per Share (or Unit)1
 
(c) Total
Number of Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares
(or Units) that May
Yet Be Purchased
Under the Plans or
Programs
October 1, 2014 to October 31, 2014430,555
  $60.17
   
November 1, 2014 to November 30, 2014305,807
  62.70
   
December 1, 2014 to December 31, 2014621,358
  65.35
   
Total1,357,720
  63.11
   
1
The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.
Purchases of Equity Securities by Southern California Edison and Affiliated Purchasers
The debt covenantInformation with respect to frequency and amount of cash dividends is included in Edison International's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.65 to 1. The ratio is defined in the credit agreement and generally excludes the consolidated debt and total capital of EME during the periods it was consolidated for financial reporting purposes. At December 31, 2013, Edison International's consolidated debt to total capitalization ratio was 0.45 to 1.
Note 3. Related-Party Transactions
Edison International's Parent expenses from services provided by SCE were $3 million, $4 million and $3 million for the years ended December 31, 2013, 2012 and 2011, respectively. Edison International Parent had current related-party receivables of $34 million and $23 million and current related-party payables of $69 million and $146 million at December 31, 2013 and 2012, respectively. Edison International Parent had long-term related-party receivables of $486 million and $322 million at December 31, 2013 and 2012, respectively, and long-term related-party payables of $135 million and $112 million at December 31, 2013 and 2012, respectively.
Note 4. EME Chapter 11 Bankruptcy Filing
Edison International Parent recorded an income tax benefit of $36 million and an after-tax charge of $1.3 billion for the year ended December 31, 2013 and 2012, respectively, related"Notes to the deconsolidation of EME. See "Item 8. Notes to Consolidated Financial Statements—Note 7. Income Taxes,18. Quarterly Financial Data (Unaudited)." "—Note 12. CommitmentsAs a result of the formation of a holding company described under the heading "Business" above, all of the issued and Contingencies"outstanding common stock of SCE is owned by Edison International and "—Note 16. Discontinued Operations"there is no market for further information related to these bankruptcy proceedings.such stock.
Note 5. ContingenciesInformation on securities authorized for issuance under equity compensation plans, is not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

122
For a discussion



Comparison of material contingencies see "Item 8. Notes toFive-Year Cumulative Total Return
 At December 31,
 2009
 2010
 2011
 2012
 2013
 2014
Edison International$100
 $115
 $128
 $142
 $150
 $219
S & P 500 Index100
 115
 117
 134
 180
 205
Philadelphia Utility Index100
 106
 126
 124
 138
 179
Note: Assumes $100 invested on December 31, 2009 in stock or index including reinvestment of dividends. Performance of the Philadelphia Utility Index is regularly reviewed by management and the Board of Directors in understanding Edison International's relative performance and is used in conjunction with elements of Edison International's compensation program.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
See Consolidated Financial Statements—Note 7. Income Taxes," "—Note 12. CommitmentsStatements listed in the Table of Contents of this report.
(a)(2) Report of Independent Registered Public Accounting Firm and Contingencies"Schedules Supplementing Financial Statements
The following documents may be found in this report at the indicated page numbers under the heading "Exhibits and "—Note 16. Discontinued Operations."Financial Statement Schedules" in the Table of Contents of this report.
Reports of Independent Registered Public Accounting Firm
Schedules I for SCE and Schedules III through V, inclusive, for both Edison International and SCE are omitted as not required or not applicable.
(a)(3) Exhibits
See "Exhibit Index" in this report.
Edison International and SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon payment to Edison International or SCE of their reasonable expenses of furnishing such exhibit, which shall be limited to photocopying charges and, if mailed to the requesting party, the cost of first-class postage.

130123




EDISON INTERNATIONAL
SCHEDULE III – VALUATION AND QUALIFYING ACCOUNTSCONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED BALANCE SHEETS
   Additions    
(in millions)
Balance at
Beginning of
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 Deductions 
Balance at
End of
Period
For the Year ended December 31, 2013         
Allowance for uncollectible accounts         
Customers$46.6
 $36.0
 $
 $30.4
 $52.2
All others79.5
 19.3
 
 81.0
 17.8
Total allowance for uncollectible accounts$126.1
 $55.3
 $
 $111.4
a 
$70.0
Tax valuation allowance$1,016.5
b 
$363.5
b 
$
 $
 $1,380.0
          
For the Year ended December 31, 2012         
Allowance for uncollectible accounts         
Customers$42.0
 $34.6
 $
 $30.0
 $46.6
All others37.6
 58.6
 
 16.7
 79.5
Total allowance for uncollectible accounts$79.6
 $93.2
 $
 $46.7
a 
$126.1
Tax valuation allowance$
 $1,016.5
b 
$
 $
 $1,016.5
          
For the Year ended December 31, 2011         
Allowance for uncollectible accounts         
Customers$36.1
 $31.0
 $
 $25.1
 $42.0
All others53.8
 19.2
 
 35.4
c 
37.6
Total allowance for uncollectible accounts$89.9
 $50.2
 $
 $60.5
a 
$79.6
a
Accounts written off, net.
b
Edison International recorded deferred tax assets of $2.2 billion related to net operating losses and tax carryforwards that pertain to Edison International's consolidated or combined federal and state tax returns, including approximately $1.6 billion related to EME. Edison International continues to consolidate EME for federal and certain combined state tax returns. EME’s Plan of Reorganization, filed in December 2013 ("December Plan of Reorganization"), provides for the transfer of EIX’s ownership interest to the creditors, which would result in a tax deconsolidation of EME. Under federal and state tax regulations, the tax deconsolidation of EME will reduce the amounts net operating loss and tax credits carryforwards that Edison International would be eligible to use in future periods. As a result of the EME’s December Plan of Reorganization, that would result in a tax deconsolidation of EME, Edison International has recorded a $1.380 billion valuation allowance based on the estimated amount of such benefits as calculated under the applicable federal and state tax regulations as of December 31, 2013. The deferred income tax benefits recognized by Edison International less the valuation allowance for amounts that would no longer be available upon tax deconsolidation of EME was approximately $220 million.
c
In 2010, SCE recorded a $23 million reserve against an uncollectible receivable related to contract termination negotiations, which was written off during 2011.




 December 31,
(in millions)2014 2013
Assets:   
Cash and cash equivalents$8
 $13
Other current assets531
 166
Total current assets539
 179
Investments in subsidiaries12,416
 10,328
Deferred income taxes547
 559
Other long-term assets172
 615
Total assets$13,674
 $11,681
Liabilities and equity:   
Short-term debt$619
 $34
Current portion of long-term debt204
 
Other current liabilities377
 598
Total current liabilities1,200
 632
Long-term debt610
 400
Other long-term liabilities904
 721
Total equity10,960
 9,928
Total liabilities and equity$13,674
 $11,681

131124




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF INCOME
For the Years Ended December 31, 2014, 2013 and 2012
(in millions)2014 2013 2012
Operating revenue and other income$3
 $
 $
Operating expenses and interest expense94
 72
 80
Loss before equity in earnings of subsidiaries(91) (72) (80)
Equity in earnings of subsidiaries1,482
 922
 1,590
Income before income taxes1,391
 850
 1,510
Income tax expense (benefit)(36) (29) 7
Income from continuing operations1,427
 879
 1,503
Income (loss) from discontinued operations, net of tax185
 36
 (1,686)
Net income (loss)$1,612
 $915
 $(183)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2014, 2013 and 2012
(in millions)2014 2013 2012
Net income (loss)$1,612
 $915
 $(183)
Other comprehensive income (loss), net of tax(45) 74
 52
Comprehensive income (loss)$1,567
 $989
 $(131)


125




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2014, 2013 and 2012
(in millions)2014 2013 2012
Net cash provided (used) by operating activities$(73) $387
 $355
Cash flows from financing activities:     
Payable due to affiliate66
 10
 130
Short-term debt financing, net584
 33
 (15)
Settlements of stock-based compensation, net(24) (6) (10)
Dividends paid(463) (440) (424)
Net cash provided (used) by financing activities163
 (403) (319)
Net cash used by investing activities(95) (35) 
Net increase (decrease) in cash and cash equivalents(5) (51) 36
Cash and cash equivalents, beginning of year13
 64
 28
Cash and cash equivalents, end of year$8
 $13
 $64
Note 1. Basis of Presentation
The accompanying condensed financial statements of Edison International Parent should be read in conjunction with the consolidated financial statements and notes thereto of Edison International and subsidiaries ("Registrant") included in this Form 10-K. Edison International's Parent significant accounting policies are consistent with those of the Registrant, SCE and other wholly owned and controlled subsidiaries.
SOUTHERN CALIFORNIA EDISON COMPANY
Regulation
CPUC
The CPUC has the authority to regulate, among other things, retail rates, energy purchases on behalf of retail customers, SCE capital structure, rate of return, issuance of securities, disposition of utility assets and facilities, oversight of nuclear decommissioning funding and costs, and aspects of the transmission system planning, site identification and construction, including safety.
FERC
The FERC has the authority to regulate wholesale rates as well as other matters, including unbundled transmission service pricing, rate of return, accounting practices, and licensing of hydroelectric projects. The FERC also has jurisdiction over a portion of the retail rates and associated rate design.
NERC
The FERC assigned administrative responsibility to the NERC to establish and enforce reliability standards and critical infrastructure protection standards, which protect the bulk power system against potential disruptions from cyber and physical security breaches. The critical infrastructure protection standards focus on controlling access to critical physical and cyber security assets, including supervisory control and data acquisition systems for the electric grid. Compliance with these standards is mandatory. The maximum penalty that may be levied for violating a NERC reliability or critical infrastructure protection standard is $1 million per violation, per day.
SCE has a formal cyber security program that covers SCE's information technology systems as well as customer data. Program staff is engaged with industry groups as well as public-private initiatives to reduce risk and to strengthen the security and reliability of SCE's systems and infrastructure. The program is also engaged in the protection of SCE's customer information.
Nuclear Power Plant Regulation
The NRC has jurisdiction with respect to the safety of the San Onofre and Palo Verde Nuclear Generating Stations. The NRC regulates commercial nuclear power plants through licensing, oversight and inspection, performance assessment, and enforcement of its requirements. In June 2013, SCE decided to permanently retire and decommission San Onofre. For further information, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement" in the MD&A.
Other Regulatory Agencies
The construction, planning and project site identification of SCE's transmission lines and substation facilities require the approval of many governmental agencies and compliance with various laws in addition to the CPUC and FERC. These include various state regulatory agencies depending on the project location; the CAISO, and other environmental, land management and resource agencies such as the Bureau of Land Management, the U.S. Forest Service, the California Department of Fish and Game, and the California Coastal Commission; and regional water quality control boards. In addition, to the extent that SCE transmission line projects pass through lands owned or controlled by Native American tribes, consent and approval from the affected tribes and the Bureau of Indian Affairs are also necessary for the project to proceed.
Overview of Ratemaking Process
CPUC
Revenue authorized by the CPUC through triennial GRC proceedings is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investments in generation and distribution assets and general plant (also referred to as "rate base") on a forecast basis. The CPUC sets an annual revenue requirement for the base year which is made up of the operation and maintenance costs, depreciation, taxes and a return consistent with the authorized cost of capital (discussed below). In the GRC proceedings, the CPUC also generally approves the level of capital spending on a forecast basis. Following the base year, the revenue requirements for the remaining two years are set by a methodology established in the

111



GRC proceeding, which generally, among other items, includes annual allowances for escalation in operation and maintenance costs and additional changes in capital-related investments. In December 2014, the CPUC adopted new risk assessment processes to be incorporated into GRC proceedings, including a triennial safety model assessment proceeding ("S-MAP") to assess the utility models used to prioritize safety risks, an examination to assess utilities' assessment of their key risks and their proposed mitigation programs, and annual reporting of risk spending and mitigation results. SCE's initial S-MAP application is due in May 2015.
SCE's 2012 GRC authorized revenue requirements for 2012, 2013, and 2014 of $5.7 billion, $5.8 billion, and $6.2 billion, respectively. In November 2013, SCE filed its 2015 GRC application, which was subsequently revised to a 2015 base rate revenue requirement request of $5.7 billion. For further discussion of the 2015 GRC, see "Management Overview—Regulatory Matters—2015 General Rate Case" in the MD&A.
The CPUC regulates SCE's cost of capital, including its capital structure and authorized rates of return. SCE's authorized capital structure is 43% long-term debt, 9% preferred equity and 48% common equity. SCE's currently authorized cost of capital consists of: cost of long-term debt of 5.49%, cost of preferred equity of 5.79% and return on common equity of 10.45%. In December 2014, the CPUC granted a request made by SCE and the other Investor-owned utilities to postpone the filing of new cost of capital applications from April 2015 to April 2016, thus extending the current cost of capital mechanism through 2016. The mechanism provides for an automatic adjustment to SCE's authorized cost of capital if the utility bond index changes beyond certain thresholds on an annual basis. The index changes did not exceed the threshold in September 2014 so the return on common equity will remain at 10.45% in 2015.
SCE's return on investment is established by multiplying an authorized rate of return, determined in separate cost of capital proceedings, by SCE's authorized CPUC rate base.
CPUC rates decouple authorized revenue from the volume of electricity sales so that SCE receives revenue equal to amounts authorized. Differences between amounts collected and authorized levels are either collected from or refunded to customers, and, therefore, such differences do not impact operating revenue. Accordingly, SCE is neither benefited nor burdened by the volumetric risk related to retail electricity sales.
Balancing accounts (also referred to as cost-recovery mechanisms) are typically used to track and recover SCE's decoupled costs of fuel and purchased-power, as well as certain operation and maintenance expenses, including energy efficiency and demand-side management program costs. SCE earns no return on these activities and although differences between forecasted and actual costs do not impact earnings, such differences do impact cash flows and can change rapidly.
SCE's balancing account for fuel and power procurement-related costs is referred to as the ERRA balancing account. SCE sets rates based on an annual forecast of the costs that it expects to incur during the subsequent year. In addition, the CPUC has established a "trigger" mechanism for the ERRA balancing account that allows for a rate adjustment if the balancing account over- or under-collection exceeds 5% of SCE's prior year's revenue that is classified as generation for retail rates. For 2015, the trigger amount is approximately $337 million. At December 31, 2014, SCE's undercollection in the ERRA balancing account was approximately $1.03 billion. For further information on the status of the ERRA undercollection, see "Management Overview—Permanent Retirement of San Onofre and San Onofre OII Settlement'' in the MD&A.
The majority of procurement-related costs eligible for recovery through cost-recovery rates are pre-approved by the CPUC through specific decisions and a procurement plan with predefined standards that establish the eligibility for cost recovery. If such costs are subsequently found to be non-compliant with this procurement plan, then this could negatively impact SCE's earnings and cash flows. In addition, the CPUC retrospectively reviews outages associated with utility-owned generation and SCE's power procurement contract administration activities through the annual ERRA review proceeding. If SCE is found to be unreasonable or imprudent with respect to its utility-owned generation outages and contract administration activities, then this could negatively impact SCE's earnings and cash flows.
FERC
Revenue authorized by the FERC is intended to provide SCE with recovery of its prudently-incurred transmission costs, including a return on its net investment in transmission assets (also referred to as "rate base"). In November 2013, the FERC approved SCE's settlement to implement a formula rate effective January 1, 2012 to determine SCE's FERC transmission revenue requirement, including its construction work in progress ("CWIP") revenue requirement that was previously recovered through a separate mechanism. Under operation of the formula rate, transmission revenue will be updated to actual cost of service annually. The transmission revenue requirement and rates are updated each December, to reflect a forecast of costs for the upcoming rate period, as well as a true up of the transmission revenue to actual costs incurred by SCE in the prior calendar year on its formula rate. The FERC weighted average ROE, including project and other incentives, was 10.45% in 2014 and can vary based on the mix of project costs that have different incentives. The FERC ROE will remain in

112




effect until at least June 30, 2015, when the moratorium, provided for in the settlement, on modifications to the formula rate tariff ends. For further information on the current FERC formula rates, related transmission revenue requirements and rate changes, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—FERC Formula Rates" in the MD&A.
Retail Rates Structure and Residential Rate Design
To develop retail rates, the authorized revenue requirements are allocated among all customer classes (residential, commercial, industrial, agricultural and street lighting) on a functional basis (i.e., generation, distribution, transmission, etc.). Specific rate components are designed to recover the authorized revenue allocated to each customer class.
SCE has a four-tier residential rate structure. Each tier represents a certain electricity usage level and within each increasing usage level, the electricity is priced at a higher rate per kilowatt hour. Although, for more than a decade, statutory restrictions on increasing Tier 1 and 2 rates resulted in shifting much of the cost of residential rate increases to the higher tier/usage customers, the California legislature passed a law ("AB 327") in October 2013 that lifts the restrictions on Tier 1 and 2 rates. The CPUC approved substantial increases to Tier 1 and 2 rates that went into effect in July 2014. The CPUC is still considering additional, longer-term residential rate change proposals in an ongoing proceeding that is expected to conclude in the first half of 2015. The decision in that proceeding may result in a phased-in increase to SCE's nominal customer charge, which will permit SCE to recover a portion of its fixed costs of serving residential customers through fixed charges rather than through energy charges that vary with usage. In addition to proposing a substantial increase in its customer charge, SCE has proposed that by 2018, the number of usage tiers be reduced from four tiers to two, with a price differential of 20%.
Energy Efficiency Incentive Mechanism
In December 2012, the CPUC adopted an energy efficiency incentive mechanism for the 2010 – 2012 energy efficiency program performance period. The mechanism uses an incentive calculation that is based on actual energy efficiency expenditures. The December 2012 CPUC decision provided shareholder earnings for the 2010 program performance period and allows SCE the opportunity to claim future shareholder earnings in both 2013 and 2014 associated with SCE's 2011 and 2012 program performance periods using this incentive calculation. In September 2013, the CPUC adopted a new energy efficiency incentive mechanism called the Energy Savings and Performance Incentive Mechanism ("ESPI"). The ESPI will apply starting with the 2013 – 2014 energy efficiency program cycle and continue for subsequent cycles, until further notice. The ESPI is comprised of performance/savings rewards and management fees based on actual energy efficiency expenditures and does not contain any provisions for penalties. The proposed ESPI schedule for earning claims anticipates payments of the incentive rewards occurring between one and two years after the relevant program year. For further discussion of SCE's energy efficiency incentive awards, see "Liquidity and Capital Resources—SCE—Regulatory Proceedings—Energy Efficiency Incentive Mechanism" in the MD&A.
Purchased Power and Fuel Supply
SCE obtains power needed to serve its customers primarily from purchases from qualifying facilities, independent power producers, the CAISO, and other utilities as well as from its generating facilities.
Natural Gas Supply
SCE requires natural gas to meet contractual obligations for power tolling agreements (power contracts in which SCE has agreed to provide or pay for the natural gas burned to generate electricity). SCE also requires natural gas to fuel its Mountainview and peaker plants, which are generation units that are designed to operate in response to changes in demand for power. The physical natural gas purchased by SCE is subject to competitive bidding.
CAISO Wholesale Energy Market
The CAISO operates a wholesale energy market primarily in California through which competing electricity generators offer their electricity output to market participants, including electricity retailers. The CAISO schedules power in hourly increments with hourly prices through a day-ahead market in California and schedules power in fifteen-minute and five-minute increments with fifteen-minute and five-minute prices through two real-time markets that cover California and portions of six neighboring states through the Energy Imbalance Market. Both markets optimize energy procurement, ancillary service procurement, unit commitment and congestion management. SCE participates in the day-ahead and real-time markets for the sale of its generation and purchases for its load requirements.

113




The CAISO uses a nodal locational pricing model, which sets wholesale electricity prices at system points ("nodes") that reflect local generation and delivery costs. Generally, SCE bids the electric generation resources that it owns or controls into the day-ahead and real-time markets based on the economics of that resource. SCE also separately bids its expected load into these same markets. To the extent SCE's generation bids are selected, SCE's customers receive market revenues for those resources based on the market price that corresponds to the nodes for those resources at the time the award was made. For SCE's load, SCE's customers pay a price that reflects the aggregate price of generation for the nodes that are located in SCE's service territory.
Congestion may occur when available energy cannot be delivered due to transmission constraints, which results in transmission congestion charges and differences in prices at various nodes. The CAISO also offers congestion revenue rights or CRRs, a commodity that entitles the holder to receive (or pay) the value of transmission congestion between specific nodes, acting as a potential economic hedge against transmission congestion charges in the day-ahead market. Currently, no such instrument exists for the real-time markets.
Competition
SCE faces retail competition in the sale of electricity to the extent that federal and California laws permit other entities to provide electricity and related services to customers within SCE's service area. While California law provides only limited opportunities for customers in SCE's service area to choose to purchase power directly from an energy service provider other than SCE, a limited, phased-in expansion of customer choice (direct access) for nonresidential customers was permitted beginning in 2009. SCE also faces competition from cities and municipal districts that create municipal utilities or community choice aggregators. Competition between SCE and other electricity providers is conducted mainly on the basis of price.
SCE also faces increased competition from customer-owned power generation alternatives, such as roof-top solar facilities, becoming available to its customers as a result of technological developments, federal and state subsidies, and declining costs of such alternatives.
Customer-owned power generation's competitiveness has been fostered by legislation passed in 1995, when these generation systems were first introduced to the marketplace. The legislation was meant to encourage private investment in renewable energy resources by both residential and non-residential customers and required SCE to offer a net energy metering ("NEM") billing option to customers who install eligible power generation systems to supply all or part of their energy needs. SCE is required to offer the NEM option until the total generating capacity used by NEM customers exceeds 10% of SCE's aggregate customer peak demand (the "NEM Cap").
NEM customers are interconnected to SCE's grid and credited for the net difference between the electricity SCE supplied to them through the grid and the electricity the customer exported to SCE over a twelve month period. SCE is required to credit the NEM customer for most of the power they sell back to SCE at the full retail rate. Through the credit they receive, NEM customers effectively avoid paying costs for the grid, which include all of the fixed costs of the poles, wires, meters, advanced technologies, and other infrastructure that makes the grid safe, reliable, and able to accommodate solar panels or other customer-owned generation systems. In addition, NEM customers are exempted from standby and departing load charges and interconnection-related costs.
AB 327 directs the CPUC to address this subsidization through: rate reform, which includes the imposition of fixed charges on both NEM and non-NEM customers; the development of a new standard billing contract for customers who install generation systems after July 2017 or the attainment of the NEM Cap; and a transition period over which customers who received NEM billing prior to new standard billing contract period will transition to the new contract. In March 2014, the CPUC established a 20-year transition period for customers who apply to use SCE's NEM tariff by July 1, 2017 or when SCE reaches its NEM Cap, whichever is first. AB 327 requires, among other things, that the CPUC ensure that the new standard billing contract will be based on the actual costs and benefits of customer-owned power generation. The proceeding to develop the new standard contract or tariff is in its early stages.
The effect of these types of competition on SCE generally is to reduce the amount of electricity purchased by customers. However customers, except for NEM customers, who use alternative electricity providers, typically continue to utilize and pay for SCE's transmission and distribution services. See "Risk Factors—Risks Relating to Southern California Edison Company—Regulatory Risks."
In the area of transmission infrastructure, SCE may experience increased competition from independent transmission providers. The FERC has made changes to its transmission planning requirements with the goal of opening transmission development to competition from independent developers. The FERC adopted rules, effective in 2011, that removed the incumbent public utility transmission owners' federally-based right of first refusal to construct certain new transmission

114




facilities and mandated regional and interregional transmission planning. In compliance with these rules, regional entities, such as ISOs, have created new processes for regional and interregional transmission planning and the competitive solicitation and selection of developers (including incumbent utilities) to build and own certain types of new transmission projects. In December 2014, the FERC issued orders approving the CAISO's process for regional planning and competitive solicitations and the CAISO's interregional planning process. The CAISO has begun holding competitive solicitations pursuant to the new rules. 
Properties
SCE supplies electricity to its customers through extensive transmission and distribution networks. Its transmission facilities, which include sub-transmission facilities and are located primarily in California but also in Nevada and Arizona, deliver power from generating sources to the distribution network and consist of lines ranging from 33 kV to 500 kV and substations. SCE's distribution system, which takes power from substations to customers, includes over 53,000 line miles of overhead lines, 38,000 line miles of underground lines and approximately 800 distribution substations, all of which are located in California. SCE owns the generating facilities listed in the following table:
Generating Facility 
Location
(in CA, unless
otherwise noted)
 Fuel Type Operator 
SCE's
Ownership
Interest (%)
Net Physical
Capacity
(in MW)
 
SCE's Capacity
pro rata share
(in MW)
Hydroelectric Plants (33) Various Hydroelectric SCE 100%1,153
  1,153
 
Pebbly Beach Generating Station Catalina Island Diesel SCE 100%9
  9
 
Mountainview Units 3 and 4 Redlands Natural Gas SCE 100%1,050
  1,050
 
Peaker Plants (5) Various Natural Gas SCE 100%245
  245
 
Palo Verde Nuclear Generating Station Phoenix, AZ Nuclear APS 15.8%3,739
  591
 
Solar PV Plants (25) Various Photovoltaic SCE 100%91
  91
 
Total        
6,287
  3,139
 
Certain of SCE's substations, and portions of its transmission, distribution and communication systems are located on lands owned by the federal, state or local governments under licenses, permits, easements or leases, or on public streets or highways pursuant to franchises. Certain of the documents evidencing such rights obligate SCE, under specified circumstances and at its expense, to relocate such transmission, distribution, and communication facilities located on lands owned or controlled by federal, state, or local governments.
The majority of SCE's hydroelectric plants and related reservoirs are located in whole or in part on U.S.-owned lands and are subject to FERC licenses. Slightly over half of these plants have FERC licenses that expire at various times between 2021 and 2046. SCE continuously monitors and maintains these licenses. FERC licenses impose numerous restrictions and obligations on SCE, including the right of the United States to acquire projects upon payment of specified compensation. When existing licenses expire, the FERC has the authority to issue new licenses to third parties that have filed competing license applications, but only if their license application is superior to SCE's and then only upon payment of specified compensation to SCE. New licenses issued to SCE are expected to contain more restrictions and obligations than the expired licenses because laws enacted since the existing licenses were issued require the FERC to give environmental objectives greater consideration in the licensing process. Substantially all of SCE's properties are subject to the lien of a trust indenture securing first and refunding mortgage bonds. See "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Seasonality
Due to warm weather during the summer months and SCE's rate design, operating revenue during the third quarter of each year is generally higher than the other quarters.
ENVIRONMENTAL REGULATION OF EDISON INTERNATIONAL AND SUBSIDIARIES
Legislative and regulatory activities by federal, state, and local authorities in the United States relating to energy and the environment impose numerous restrictions on the operation of existing facilities and affect the timing, cost, location, design, construction, and operation of new facilities by Edison International's subsidiaries, as well as the cost of mitigating the environmental impacts of past operations. The environmental regulations and other developments discussed below may impact SCE's fossil-fuel fired power plants and fossil-fuel power plants owned by others that SCE purchases power from, and

115




accordingly, the discussion in this section focuses mainly on regulations applicable to California. For more information on environmental risks, see "Risk Factors—Risks Relating to Southern California Edison Company—Environmental Risks."
Edison International and SCE continue to monitor legislative and regulatory developments and to evaluate possible strategies for compliance with environmental regulations. Additional information about environmental matters affecting Edison International and its subsidiaries, including projected environmental capital expenditures, is included in the MD&A under the heading "Liquidity and Capital Resources—SCE—Capital Investment Plan" and in "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Environmental Remediation."
Air Quality
The CAA, which regulates air pollutants from mobile and stationary sources, has a significant impact on the operation of fossil fuel plants. The CAA requires the US EPA to establish concentration levels in the ambient air for six criteria pollutants to protect public health and welfare. These concentration levels are known as NAAQS. The six criteria pollutants are carbon monoxide, lead, nitrogen dioxide, ozone, particulate matter, and SO2.
Federal environmental regulations of these criteria pollutants require states to adopt state implementation plans, known as SIPs, for certain pollutants, which detail how the state will attain the standards that are mandated by the relevant law or regulation. The SIPs must be equal to or more stringent than the federal requirements and must be submitted to the US EPA for approval. Each state identifies the areas within its boundaries that meet the NAAQS (attainment areas) and those that do not (non-attainment areas), and must develop a SIP both to bring non-attainment areas into compliance with the NAAQS and to maintain good air quality in attainment areas. Much of southern California is in a non-attainment area for several criteria pollutants.
National Ambient Air Quality Standards
The US EPA has proposed primary and secondary NAAQS for 8-hour ozone. Areas in SCE's service area were classified in various degrees of nonattainment with these standards. California has developed air quality management plans and updated its SIP to outline how compliance with the NAAQS will be achieved, but these plans remain subject to US EPA approval and challenges from environmental groups in federal court. The implementation plans and proposed revisions call for more stringent restrictions on air emissions, which could further increase the difficulty of siting new natural gas fired generation in Southern California.
Water Quality
Clean Water Act
Regulations under the federal Clean Water Act dictate permitting and mitigation requirements for many of SCE's construction projects, and govern critical parameters at generating facilities, such as the temperature of effluent discharges and the location, design, and construction of cooling water intake structures at generating facilities. Federal standards intended to protect aquatic organisms by reducing capture in the screens attached to cooling water intake structures (impingement) at generating facilities and the water volume brought into the facilities (entrainment) have been finalized. However, due to the decision to permanently retire San Onofre Units 2 and 3, SCE sought relief from the federal standards in order to avoid material capital expenditures at San Onofre.
California Restriction on the Use of Ocean-Based Once-Through Cooling
California has a US EPA-approved program to issue individual or group permits for the regulation of Clean Water Act discharges. California also regulates certain discharges not regulated by the US EPA. In 2010, the California State Water Resources Control Board ("SWRCB") issued a final policy, which established significant restrictions on the use of ocean water by existing once-through cooled power plants along the California coast. The final policy required an independent engineering study to be completed prior to the fourth quarter of 2013 regarding the feasibility of compliance by California's two coastal nuclear power plants. SCE received a suspension of the requirement to perform the study pending the submittal of additional information to the SWRCB regarding the continued use of ocean water at San Onofre during decommissioning. In January 2015, the SWRCB notified SCE that due to the reduced intake flow of water, SCE would not be required to complete the independent engineering study. The SWRCB also informed SCE that for as long as any intake of ocean water continues at San Onofre, a large organism exclusion device would have to be installed on the offshore intakes no later than December 31, 2016 to prevent the inadvertent taking of large marine mammals.
The policy's implementation schedule requires once-through cooled, gas-fired coastal generation facilities that provide power to SCE to phase out the use of once-through cooling by 2020. SCE is engaged in procuring new sources of electricity to replace suppliers that shut down due to these requirements.

116




Greenhouse Gas Regulation
There have been a number of federal and state legislative and regulatory initiatives to reduce GHG emissions. Any climate change regulation or other legal obligation that would require substantial reductions in GHG emissions or that would impose additional costs or charges for the emission of GHGs could significantly increase the cost of generating electricity from fossil fuels, as well as the cost of purchased power.
Federal Legislative/Regulatory Developments
In 2010, the US EPA issued the Prevention of Significant Deterioration ("PSD") and Title V Greenhouse Gas Tailoring Rule, known as the "GHG tailoring rule." This regulation generally subjects newly constructed sources of GHG emissions and newly modified existing major sources to the PSD air permitting program beginning in January 2011 (and later, to the Title V permitting program under the CAA); however, the GHG tailoring rule significantly increases the emissions thresholds that apply before facilities are subjected to these programs. In September 2013, the US EPA announced proposed carbon dioxide emissions limits for new power plants. In June 2014, the US EPA announced proposed carbon dioxide emissions limits for existing power plants. Regulation of GHG emissions pursuant to the PSD program could affect efforts to modify SCE's facilities in the future, and could subject new capital projects to additional permitting or emissions control requirements that could delay such projects.
Since 2010, the US EPA's Final Mandatory GHG Reporting Rule has required all sources within specified categories, including electric generation facilities, to monitor emissions, and to submit annual reports to the US EPA by March 31 of each year. SCE's 2014 GHG emissions from utility-owned generation were approximately 2.5 million metric tons.
Regional Initiatives and State Legislation
Regional initiatives and state legislation also require reductions of GHG emissions and it is not yet clear whether or to what extent any federal legislation would preempt them. If state and/or regional initiatives remain in effect after federal legislation is enacted, utilities and generators could be required to satisfy them in addition to the federal standards.
SCE's operations in California are subject to two laws governing GHG emissions. The first law, the California Global Warming Solutions Act of 2006 (also referred to as AB 32), establishes a comprehensive program to reduce GHG emissions. AB 32 required the California Air Resources Board ("CARB") to develop regulations, which became effective in 2012, that would reduce California's GHG emissions to 1990 levels by 2020. In December 2011, the CARB regulation was officially published establishing a California cap-and-trade program. In the California cap-and-trade program, all covered GHG emitters, including SCE, are subject to a "cap" on their emissions designed to encourage entities to reduce emissions from their operations. Covered entities must remit a compliance instrument for each ton of carbon dioxide equivalent gas emitted and can do so buying state-issued emission allowances at auction or purchasing them in the secondary allowance market. GHG emitters can also meet up to 8% of their AB 32 cap-and-trade obligations by participating in verified offset programs, such as reforestation, that have recognized effects on reducing atmospheric GHGs.
CARB regulations implementing a cap-and-trade program and the cap-and-trade program itself, continue to be the subject of litigation. In 2012, environmental groups filed a case against CARB challenging the cap-and-trade program's offset provisions. SCE intervened as part of a broad business coalition to support the provisions on offset programs. The Superior Court upheld the offset provisions but the case is on appeal. The California Chamber of Commerce and a private company filed suits alleging that the auction itself violated AB 32 and the California Constitution. The Superior Court consolidated the two suits and ruled in CARB's favor in November 2013. Plaintiffs filed an appeal in March 2014.
The second law, SB 1368, required the CPUC and the California Energy Commission to adopt GHG emission performance standards that apply to California investor-owned and publicly owned utilities' long-term arrangements for the purchase of electricity. The standards that have been adopted prohibit these entities, including SCE, from entering into long-term financial commitments with generators that emit more than 1,100 pounds of CO2 per MWh, which is the performance of a combined-cycle gas turbine generator.
In 2011, California enacted a law to require California retail sellers of electricity to procure 33% of their customers' electricity requirements from renewable resources, as defined in the statute. The CPUC set procurement quantity requirements applicable to SCE that incrementally increase to 33% over several periods between January 2011 and December 2020. The requirement remains at 33% of retail sales for each year thereafter. In October 2013, AB 327 was enacted to permit the CPUC to require the procurement of eligible renewable energy resources in excess of 33%; but the CPUC has not yet changed this requirement. SCE's delivery of eligible renewable resources to customers was 22% of its total energy portfolio for 2013 and is estimated to be approximately 23% of its total energy portfolio for 2014.

117




Litigation Developments
Litigation alleging that GHGs have caused damages for which plaintiffs seek recovery may affect SCE, whether or not it is named as a defendant. The legal developments in this area have focused on whether lawsuits seeking recovery for such alleged damages present questions capable of judicial resolution or political questions that should be resolved by the legislative or executive branches.
In 2011, the U.S. Supreme Court dismissed public nuisance claims against five power companies related to GHG emissions. In the dismissal, the Supreme Court ruled that the CAA, and the US EPA actions it authorizes, displace federal common law nuisance claims that might arise from the emission of GHGs. The Supreme Court also affirmed that at least some of the plaintiffs had standing to bring the case, but did not determine whether the CAA also preempts state law claims that might arise from the same circumstances.
Other suits alleging causes of action that include negligence, public and private nuisance, trespass, and violation of the public trust have been dismissed on threshold grounds, including justiciability and standing, by several courts. However, various groups of plaintiffs continue to explore and assert legal theories under which they seek to obtain recovery for past alleged harm, or have courts issue rulings that will control levels of current and future GHG emissions. Thus, the defendants in the dismissed actions, including SCE and other Edison International subsidiaries, together with other industrial companies associated with GHG emissions, may be required to defend such actions in both state and federal courts for the foreseeable future.
UNRESOLVED STAFF COMMENTS
None.
PROPERTIES
As a holding company, Edison International does not directly own any significant properties other than the stock of its subsidiaries. The principal properties of SCE are described above under "Business—Southern California Edison Company—Properties."
LEGAL PROCEEDINGS
Shaver Lake Dam Liner Permit Violation Proceeding
In 2011, SCE installed a PVC plastic geomembrane liner on the Shaver Lake Dam to prevent water seepage. Before starting the project, SCE received the required regulatory permits and approvals. SCE and the California Department of Fish and Wildlife executed a Streambed Alteration Agreement in November 2011 that governed SCE’s activities in Shaver Lake as required by state and federal law. SCE also obtained the required federal Clean Water Act Certification in November 2011 for the project’s completion.
In February 2012, the California Department of Fish and Wildlife and the Central Valley Regional Water Quality control Board issued letters alleging that SCE had violated provisions of the Streambed Alteration Agreement and certain conditions of the federal Clean Water Act Certification, respectively. Both letters alleged that during the draining of Shaver Lake, SCE failed to prevent the discharge of sediment into an adjoining creek, causing the deaths of fish in the lake and creek. In October 2014, SCE received a pre-issuance draft of an Administrative Civil Liability Complaint from the Central Valley Regional Water Quality Control Board alleging violations of certain permit conditions relating to the Shaver Lake Dam Project. The Regional Water Quality Control Board is seeking $25 million in civil penalties for the violations. SCE disputes the allegations.
Dominguez Channel Oil Spill Complaint
SCE has been named as a defendant in a criminal misdemeanor complaint filed by the L.A. City Attorney's office arising from a 2013 oil spill associated with the failure of an underground primary cable and ground rod located in close proximity to a pipeline controlled by a private pipeline management company. The City's complaint alleges that 840 gallons of oil leaked from the pipeline into the City's storm drain which connected to the Dominguez channel. The private pipeline management company is also named as a defendant in the complaint. The City alleges violations of the California Fish and Game code as well as other state statutes and city ordinances. 

118




EXECUTIVE OFFICERS OF EDISON INTERNATIONAL
Executive OfficerAge at
December 31, 2014
Company Position
Theodore F. Craver, Jr.63Chairman of the Board, President and Chief Executive Officer
Adam S. Umanoff55Executive Vice President and General Counsel
W. James Scilacci59Executive Vice President and Chief Financial Officer
Janet T. Clayton60Senior Vice President, Corporate Communications
Gaddi H. Vasquez59Senior Vice President, Government Affairs
Pedro J. Pizarro49President, SCE
Ronald L. Litzinger55Executive Vice President
As set forth in Article IV of Edison International's and the relevant subsidiary's Bylaws, the elected officers of Edison International and its subsidiaries are chosen annually by, and serve at the pleasure of, Edison International and the relevant subsidiary's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the officers of Edison International and its subsidiaries have been actively engaged in the business of Edison International and its subsidiaries for more than five years, except for Mr. Umanoff and Ms. Clayton, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficersCompany PositionEffective Dates
Theodore F. Craver, Jr.
Chairman of the Board, President and Chief
Executive Officer, Edison International

August 2008 to present
Adam S. Umanoff
Executive Vice President and General Counsel
Edison International
Partner, Akin Gump Strauss Hauer & Feld1
Partner, Chadbourne & Parke, LLP2

January 2015 to present
May 2011 to December 2014
January 2010 to May 2011
W. James Scilacci
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Financial Officer and
Treasurer, Edison International
September 2014 to present

August 2008 to September 2014
Janet T. Clayton
Senior Vice President, Corporate Communications,
Edison International
Senior Vice President, Corporate Communications, SCE
President, Think Cure3

April 2011 to present
April 2013 to present
Jan 2008 to April 2011
Gaddi H. Vasquez
Senior Vice President, Government Affairs, Edison International and SCE
Senior Vice President, Public Affairs, SCE

May 2013 to present
July 2009 to May 2013
Pedro J. Pizarro
President, SCE
President, EME
Executive Vice President, Power Operations, SCE
October 2014 to present
January 2011 to March 2014
April 2008 to December 2010
Ronald L. Litzinger
President, Edison Energy, Inc. and
Executive Vice President, Edison International
President, SCE
Chairman of the Board, President and Chief
Executive Officer, EME4

October 2014 to present
January 2011 to September 2014

April 2008 to December 2010
1
Akin Gump Strauss Hauer & Feld is a global law firm and is not a parent, affiliate or subsidiary of Edison International.
2
Chadbourne & Parke, LLP is a global law firm and is not a parent, affiliate or subsidiary of Edison International.
3
Think Cure is a community-based nonprofit organization that raises funds to accelerate collaborative research to cure cancer and is not a parent, affiliate or subsidiary of Edison International.
4
EMG is the holding company for EME, a wholly-owned subsidiary of Edison International and an affiliate of SCE. EME filed for bankruptcy on December 17, 2012.

119




EXECUTIVE OFFICERS OF SOUTHERN CALIFORNIA EDISON COMPANY
Executive Officer
Age at
December 31, 2014
Company Position
Pedro J. Pizarro49President
Peter T. Dietrich50Senior Vice President, Transmission and Distribution
Stuart R. Hemphill51Senior Vice President, Power Supply and Operational Services
Kevin M. Payne54Senior Vice President, Customer Service
Maria Rigatti51Senior Vice President and Chief Financial Officer
Russell C. Swartz63Senior Vice President and General Counsel
As set forth in Article IV of SCE's Bylaws, the elected officers of SCE are chosen annually by, and serve at the pleasure of, SCE's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the above officers have been actively engaged in the business of SCE, its parent company Edison International, and/or one of SCE's subsidiaries or other affiliates for more than five years, except for Mr. Dietrich, and have served in their present positions for the periods stated below. Additionally, those officers who have had other or additional principal positions in the past five years had the following business experience during that period:
Executive OfficerCompany PositionEffective Dates
Pedro Pizarro
President, SCE
President, EME
Executive Vice President, Power Operations, SCE

October 2014 to present
January 2011 to March 2014
April 2008 to December 2010

Peter T. Dietrich
Senior Vice President, Transmission & Distribution, SCE
Chief Nuclear Officer, SCE
Site Vice President, Entergy Nuclear Operations, Inc.,
James A. Fitzpatrick Nuclear Plant
1
November 2010 to present
December 2010 to December 2013

April 2006 to November 2010
Stuart R. Hemphill
Senior Vice President, Power Supply & Operational Services, SCE
Senior Vice President, Power Supply, SCE
Senior Vice President, Power Procurement, SCE
Vice President, Renewable and Alternative Power, SCE
July 2014 to present
January 2011 to July 2014
July 2009 to December 2010
March 2008 to June 2009
Kevin M. Payne
Senior Vice President, Customer Service, SCE
Vice President, Engineering & Technical Services, SCE
Vice President, Client Service Planning and Controls, SCE
March 2014 to present
September 2011 to March 2014
October 2010 to August 2011
Maria Rigatti
Senior Vice President and Chief Financial Officer, SCE
President, Edison Mission Reorganization Trust (EME Reorg Trust)
Senior Vice President, Chief Financial Officer, EME
Vice President, Chief Financial Officer and Treasurer, EME
Vice President and Treasurer, EME
July 2014 to present
April 2014 to June 2014
March 2011 to March 2014
December 2010 to February 2011
September 2008 to December 2010
Russell C. Swartz
Senior Vice President and General Counsel, SCE
Vice President and Associate General Counsel, SCE
Associate General Counsel, SCE
February 2011 to present
February 2010 to February 2011
March 2007 to February 2010
1
Entergy Nuclear Operations, Inc. is a subsidiary of Entergy Corporation, an integrated energy company and is not a parent, affiliate or subsidiary of SCE.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning executive officers of Edison International is set forth above under "Executive Officers of Edison International." Other information responding to this section will appear in Edison International's and SCE's definitive Proxy Statement (the "Joint Proxy Statement") to be filed with the SEC in connection with Edison International's and SCE's Annual Shareholders' Meeting to be held on April 23, 2015, under the headings "Item 1: Election of Directors," and "Board Committees" and is incorporated herein by this reference.
The Edison International Employee Ethics and Compliance Code is applicable to all officers and employees of Edison International and its subsidiaries. The Code is available on Edison International's Internet website at www.edisoninvestor.com at "Corporate Governance." Any amendments or waivers of Code provisions for the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be posted on Edison International's Internet website at www.edisoninvestor.com.

120




EXECUTIVE COMPENSATION
Information responding to this section will appear in the Joint Proxy Statement under the headings "Compensation Discussion and Analysis," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation" and "Director Compensation" and is incorporated herein by this reference, and under the heading "Compensation Committee Report," which is incorporated by reference
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information responding to this section will appear in the Joint Proxy Statement under the heading "Information About Our Stock Ownership," and is incorporated herein by this reference.
Equity Compensation Plans
The following Table sets forth, for each of Edison International's Equity compensation plans, the number of shares of Edison International Common Stock subject to outstanding options, warrant and rights to acquire such stock, the weighted-average exercise price of those outstanding options, warrants and rights, and the number of shares remaining available for future award grants as of December 31, 2014.
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)(c) 
Equity compensation plans approved by security holders14,539,339
1 
$42.8420,474,563
2 
Equity compensation plans not approved by security holders3
4,462
 $40.75
 
Total14,543,801
 $42.8420,474,563
 
1
This amount includes 13,614,273 shares covered by outstanding stock options, 256,275 shares that could be delivered for outstanding performance share awards, 433,319 shares covered by outstanding restricted stock unit awards, and 235,472 shares covered by outstanding deferred stock unit awards. The weighted-average exercise price of awards outstanding under equity compensation plan approved by security holders reflected in column (b) above is calculated based on the outstanding stock options under these plans as the other forms of wards outstanding have no exercise price.
2
This amount is the aggregate number of shares available for new awards under the Edison International 2007 Performance Incentive Plan as of December 31, 2014, and includes shares that have become available from the Edison International Equity Compensation Plan and the Edison International 2000 Equity Plan (together, the "Prior Plans"). However, no additional awards have been granted under the Prior Plans since April 26, 2007, and all awards granted since that date have been made under the Edison International 2007 Performance Incentive Plan. The maximum number of shares or Edison International Common Stock that may be issued or transferred pursuant to awards under the Edison International 2007 Performance Incentive Plan is 49,500,000 shares, plus the number of any shares subject to awards issued under the Prior Plans and outstanding as of April 26, 2007 that expire, cancel or terminate without being exercised or shares being issued. Shares available under the Edison International 2007 Performance Incentive Plan may generally, subject to certain limits set forth in the plan, be used for any type of award authorized under that plan, including stock options, restricted stock, performance shares, restricted or deferred units, and stock bonuses.
3
The Edison International 2000 Equity Plan is a broad-based stock option plan that did not require shareholder approval. It was adopted in May 2000 by Edison International with an original authorization of 10,000,000 shares. The Edison International Compensation and Executive Personnel Committee is the plan administrator. Edison International nonqualified stock options were granted to employees of the Edison International companies under this plan, but the granting authority expired on April 26, 2007. Any outstanding shares as of that date that expire, cancel or terminate without being exercised or shares being issued increase the maximum shares that may be delivered under the Edison International 2007 Performance Incentive Plan as described in footnote (2) above. The exercise price was not less than the fair market value of a share of Edison International Common Stock on the date of grant and the stock options cannot be exercised more than 10 years after the date of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responding to this section will appear in the Joint Proxy Statement under the headings "Certain Relationships and Related Transactions," and "Information About Our Corporate Governance—Q: Is SCE subject to the same corporate governance stock exchange rules as EIX?", "—Q: How does the Board determine which directors are considered independent?", "—Q: Which directors has the Board determined are independent to serve on the Board?" and "Where can I find the Company's corporate governance documents?" and is incorporated herein by this reference.

121




PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information responding to this section will appear in the Joint Proxy Statement under the heading "Independent Registered Public Accounting Firm Fees," and is incorporated herein by this reference.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Edison International Common Stock is traded on the New York Stock Exchange under the symbol "EIX."
Market information responding to this section is included in "Notes to Consolidated Financial Statements—Note 18. Quarterly Financial Data (Unaudited)." There are restrictions on the ability of Edison International's subsidiaries to transfer funds to Edison International that materially limit the ability of Edison International to pay cash dividends. Such restrictions are discussed in the MD&A under the heading "Liquidity and Capital Resources—Edison International Parent and Other," and in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividend Restrictions" and "—Note 5. Debt and Credit Agreements." The number of common stockholders of record of Edison International was 41,000 on February 21, 2014. Additional information concerning the market for Edison International's Common Stock is set forth on the cover page of this report. Required information about Edison International's equity compensation plans is incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this report.
Purchases of Equity Securities by Edison International and Affiliated Purchasers
The following table contains information about all purchases of Edison International Common Stock made by or on behalf of Edison International in the fourth quarter of 2014.
Period
(a) Total
Number of Shares
(or Units)
Purchased1
 
(b) Average
Price Paid per Share (or Unit)1
 
(c) Total
Number of Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares
(or Units) that May
Yet Be Purchased
Under the Plans or
Programs
October 1, 2014 to October 31, 2014430,555
  $60.17
   
November 1, 2014 to November 30, 2014305,807
  62.70
   
December 1, 2014 to December 31, 2014621,358
  65.35
   
Total1,357,720
  63.11
   
1
The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.
Purchases of Equity Securities by Southern California Edison and Affiliated Purchasers
Information with respect to frequency and amount of cash dividends is included in "Notes to the Consolidated Financial Statements—Note 18. Quarterly Financial Data (Unaudited)." As a result of the formation of a holding company described under the heading "Business" above, all of the issued and outstanding common stock of SCE is owned by Edison International and there is no market for such stock.
Information on securities authorized for issuance under equity compensation plans, is not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

122




Comparison of Five-Year Cumulative Total Return
 At December 31,
 2009
 2010
 2011
 2012
 2013
 2014
Edison International$100
 $115
 $128
 $142
 $150
 $219
S & P 500 Index100
 115
 117
 134
 180
 205
Philadelphia Utility Index100
 106
 126
 124
 138
 179
Note: Assumes $100 invested on December 31, 2009 in stock or index including reinvestment of dividends. Performance of the Philadelphia Utility Index is regularly reviewed by management and the Board of Directors in understanding Edison International's relative performance and is used in conjunction with elements of Edison International's compensation program.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
See Consolidated Financial Statements listed in the Table of Contents of this report.
(a)(2) Report of Independent Registered Public Accounting Firm and Schedules Supplementing Financial Statements
The following documents may be found in this report at the indicated page numbers under the heading "Exhibits and Financial Statement Schedules" in the Table of Contents of this report.
Reports of Independent Registered Public Accounting Firm
Schedules I for SCE and Schedules III through V, inclusive, for both Edison International and SCE are omitted as not required or not applicable.
(a)(3) Exhibits
See "Exhibit Index" in this report.
Edison International and SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon payment to Edison International or SCE of their reasonable expenses of furnishing such exhibit, which shall be limited to photocopying charges and, if mailed to the requesting party, the cost of first-class postage.

123




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED BALANCE SHEETS
 December 31,
(in millions)2014 2013
Assets:   
Cash and cash equivalents$8
 $13
Other current assets531
 166
Total current assets539
 179
Investments in subsidiaries12,416
 10,328
Deferred income taxes547
 559
Other long-term assets172
 615
Total assets$13,674
 $11,681
Liabilities and equity:   
Short-term debt$619
 $34
Current portion of long-term debt204
 
Other current liabilities377
 598
Total current liabilities1,200
 632
Long-term debt610
 400
Other long-term liabilities904
 721
Total equity10,960
 9,928
Total liabilities and equity$13,674
 $11,681

124




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF INCOME
For the Years Ended December 31, 2014, 2013 and 2012
(in millions)2014 2013 2012
Operating revenue and other income$3
 $
 $
Operating expenses and interest expense94
 72
 80
Loss before equity in earnings of subsidiaries(91) (72) (80)
Equity in earnings of subsidiaries1,482
 922
 1,590
Income before income taxes1,391
 850
 1,510
Income tax expense (benefit)(36) (29) 7
Income from continuing operations1,427
 879
 1,503
Income (loss) from discontinued operations, net of tax185
 36
 (1,686)
Net income (loss)$1,612
 $915
 $(183)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2014, 2013 and 2012
(in millions)2014 2013 2012
Net income (loss)$1,612
 $915
 $(183)
Other comprehensive income (loss), net of tax(45) 74
 52
Comprehensive income (loss)$1,567
 $989
 $(131)


125




EDISON INTERNATIONAL
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2014, 2013 and 2012
(in millions)2014 2013 2012
Net cash provided (used) by operating activities$(73) $387
 $355
Cash flows from financing activities:     
Payable due to affiliate66
 10
 130
Short-term debt financing, net584
 33
 (15)
Settlements of stock-based compensation, net(24) (6) (10)
Dividends paid(463) (440) (424)
Net cash provided (used) by financing activities163
 (403) (319)
Net cash used by investing activities(95) (35) 
Net increase (decrease) in cash and cash equivalents(5) (51) 36
Cash and cash equivalents, beginning of year13
 64
 28
Cash and cash equivalents, end of year$8
 $13
 $64
Note 1. Basis of Presentation
The accompanying condensed financial statements of Edison International Parent should be read in conjunction with the consolidated financial statements and notes thereto of Edison International and subsidiaries ("Registrant") included in this Form 10-K. Edison International's Parent significant accounting policies are consistent with those of the Registrant, SCE and other wholly owned and controlled subsidiaries.
Dividends Received
Edison International Parent received cash dividends from SCE of $378 million, $486 million and $469 million in 2014, 2013 and 2012, respectively.
Dividend Restrictions
The CPUC regulates SCE's capital structure which limits the dividends it may pay Edison International. SCE may make distributions to Edison International as long as the common equity component of SCE's capital structure remains at or above the 48% on a 13-month weighted average basis. At December 31, 2014, SCE's 13-month weighted-average common equity component of total capitalization was 48.4% and the maximum additional dividend that SCE could pay to Edison International under this limitation was approximately $87 million, resulting in a restriction on SCE's net assets of $13.2 billion.
Note 2. Debt and Credit Agreements
Long-Term Debt
At December 31, 2014 and 2013, Edison International Parent had 3.75% senior notes outstanding of $400 million, which matures in 2017. In connection with a settlement agreement between Edison International, EME and the Consenting Noteholders, in September 2014, Edison International Parent issued non-interest bearing promissory notes of $204 million due in September 2015 and $214 million due in September 2016.
Credit Agreements and Short-Term Debt
In 2014, Edison International Parent amended its $1.25 billion credit facility to extend the maturity date to July 2019. At December 31, 2014, the outstanding commercial paper was $619 million at a weighted-average interest rate of 0.45%. This short-term debt was supported by the $1.25 billion multi-year revolving credit facility. At December 31, 2013, the outstanding commercial paper was $34 million at a weighted-average interest rate of 0.55%.

126




The following table summarizes the status of the credit facility at December 31, 2014:
(in millions) 
Commitment$1,250
Outstanding borrowings(619)
Amount available$631
The debt covenant in Edison International's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.65 to 1. The ratio is defined in the credit agreement and generally excluded the consolidated debt and total capital of EME during the periods it was consolidated for financial reporting purposes. At December 31, 2014, Edison International's consolidated debt to total capitalization ratio was 0.48 to 1.
Note 3. Related-Party Transactions
Edison International's Parent expenses from services provided by SCE were $3 million, $3 million and $4 million for the years ended December 31, 2014, 2013 and 2012, respectively. Edison International Parent had current related-party receivables of $267 million and $34 million and current related-party payables of $213 million and $69 million at December 31, 2014 and 2013, respectively. Edison International Parent had long-term related-party receivables of $125 million and $486 million at December 31, 2014 and 2013, respectively, and long-term related-party payables of $179 million and $135 million at December 31, 2014 and 2013, respectively.
Note 4. Discontinued Operations
In December 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. See "Notes to Consolidated Financial Statements—Note 15. Discontinued Operations" for further information.
Note 5. Contingencies
For a discussion of material contingencies see "Notes to Consolidated Financial Statements—Note 7. Income Taxes," "—Note 11. Commitments and Contingencies" and "—Note 15. Discontinued Operations."

127




EDISON INTERNATIONAL
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
  Additions      Additions    
(in millions)
Balance at
Beginning of
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 Deductions 
Balance at
End of
Period
Balance at
Beginning of
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 Deductions 
Balance at
End of
Period
For the Year ended December 31, 2014         
Allowance for uncollectible accounts         
Customers$52.2
 $24.1
 $
 $27.4
 $48.9
All others17.8
 19.7
 
 14.2
 23.3
Total allowance for uncollectible amounts$70.0
 $43.8
 $
 $41.6
a 
$72.2
Tax valuation allowance$1,380.0
b 
$
 $
 $1,351.0
c 
$29.0

         
For the Year ended December 31, 2013                  
Allowance for uncollectible accounts                  
Customers$46.6
 $36.0
 $
 $30.4
 $52.2
$46.6
 $36.0
 $
 $30.4
 $52.2
All others28.3
 19.3
 
 34.3
 13.3
79.5
 19.3
 
 81.0
 17.8
Total allowance for uncollectible accounts$74.9
 $55.3
 $
 $64.7
a 
$65.5
Total allowance for uncollectible amounts$126.1
 $55.3
 $
 $111.4
a 
$70.0
Tax valuation allowance$1,016.5
b 
$363.5
b 
$
 $
 $1,380.0
                  
For the Year ended December 31, 2012                  
Allowance for uncollectible accounts                  
Customers$42.0
 $34.6
 $
 $30.0
 $46.6
$42.0
 $34.6
 $
 $30.0
 $46.6
All others33.0
 12.0
 
 16.7
 28.3
37.6
 58.6
 
 16.7
 79.5
Total allowance for uncollectible accounts$75.0
 $46.6
 $
 $46.7
a 
$74.9
         
For the Year ended December 31, 2011         
Allowance for uncollectible accounts         
Customers$36.1
 $31.0
 $
 $25.1
 $42.0
All others49.4
 18.9
 
 35.3
b 
33.0
Total allowance for uncollectible accounts$85.5
 $49.9
 $
 $60.4
a 
$75.0
Total allowance for uncollectible amounts$79.6
 $93.2
 $
 $46.7
a 
$126.1
Tax valuation allowance$
 $1,016.5
b 
$
 $
 $1,016.5
a 
Accounts written off, net.
b
In 2010, SCEEdison International recorded deferred tax assets of $2.2 billion related to net operating losses and tax carryforwards that pertain to Edison International's consolidated or combined federal and state tax returns, including approximately $1.6 billion related to EME. Edison International continues to consolidate EME for federal and certain combined state tax returns. EME's Plan of Reorganization, filed in December 2013 ("December Plan of Reorganization"), provides for the transfer of EIX's ownership interest to the creditors, which would result in a tax deconsolidation of EME. Under federal and state tax regulations, the tax deconsolidation of EME would reduce the amounts of net operating loss and tax credits carryforwards that Edison International would be eligible to use in future periods. As a result of the EME's December Plan of Reorganization, which would result in a tax deconsolidation of EME, Edison International has recorded a $1.380 billion valuation allowance based on the estimated amount of such benefits as calculated under the applicable federal and state tax regulations as of December 31, 2013. The deferred income tax benefits recognized by Edison International less the valuation allowance for amounts that would no longer be available upon tax deconsolidation of EME was approximately $220 million.
c$23 million reserve against
On April 1, 2014, under the Amended Plan of Reorganization, EME emerged from bankruptcy free of liabilities but remained an uncollectible receivableindirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax purposes. Edison International anticipates realization of the federal and California tax benefits before they expire. Therefore, the valuation allowance on federal and California tax benefits that Edison International recorded in 2013 was released in 2014. The remaining valuation allowance is related to contract termination negotiations, which wasnon California state tax benefits.

128




SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
   Additions    
(in millions)
Balance at
Beginning of
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 Deductions 
Balance at
End of
Period
For the Year ended December 31, 2014         
Allowance for uncollectible accounts         
Customers$52.2
 $24.1
 $
 $27.4
 $48.9
All others13.3
 19.6
 
 14.2
 18.7
Total allowance for uncollectible accounts$65.5
 $43.7
 $
 $41.6
a 
$67.6
          
For the Year ended December 31, 2013         
Allowance for uncollectible accounts         
Customers$46.6
 $36.0
 $
 $30.4
 $52.2
All others28.3
 19.3
 
 34.3
 13.3
Total allowance for uncollectible accounts$74.9
 $55.3
 $
 $64.7
a 
$65.5
          
For the Year ended December 31, 2012         
Allowance for uncollectible accounts         
Customers$42.0
 $34.6
 $
 $30.0
 $46.6
All others33.0
 12.0
 
 16.7
 28.3
Total allowance for uncollectible accounts$75.0
 $46.6
 $
 $46.7
a 
$74.9
a
Accounts written off, during 2011.net.


132129




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
 EDISON INTERNATIONAL  SOUTHERN CALIFORNIA EDISON COMPANY
     
By:/s/ Mark C. Clarke By:/s/ Mark C. ClarkeConnie J. Erickson
     
 
Mark C. Clarke
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
  
Mark C. ClarkeConnie J. Erickson
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
     
Date:February 25, 201424, 2015 Date:February 25, 201424, 2015

133130




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the date indicated.
Signature Title
   
A. Principal Executive Officers ��
   
Theodore F. Craver, Jr.* 
Chairman of the Board, President,
Chief Executive Officer and Director
(Edison International)
   
Ronald L. Litzinger*Pedro J. Pizarro* 
President and Director
(Southern California Edison Company)
   
B. Principal Financial Officers  
   
W. James Scilacci* 
Executive Vice President
and Chief Financial Officer and Treasurer
(Edison International)
   
Linda G. Sullivan*Maria Rigatti* 
Senior Vice President and Chief Financial Officer
(Southern California Edison Company)
   
C. Principal Accounting Officers  
   
Mark C. Clarke*Clarke 
Vice President and Controller
(Edison InternationalInternational)
Connie J. Erickson
Vice President and Controller
(Southern California Edison Company)
   
D. Directors (Edison International and Southern California Edison Company, unless otherwise noted)  
   
Jagjeet S. Bindra* Director
   
Vanessa C.L. Chang* Director
   
France A. Córdova*Director
Theodore F. Craver, Jr.* Director
   
Bradford M. Freeman* Director
   
Ronald L. LitzingerPedro J. Pizarro (SCE only)*Director
Luis G. Nogales*Director
Ronald L. Olson* Director
   
Richard T. Schlosberg, III*Director
Linda G. Stuntz* Director
   
Thomas C. Sutton* Director
   
Ellen O. Tauscher* Director
   
Peter J. Taylor* Director
   
Brett White* Director
    
    
*By:/s/ Mark C. Clarke*By:/s/ Connie J. Erickson
    
 
Mark C. Clarke
Vice President and Controller
(Attorney-in-fact)(Attorney-in-fact for EIX Directors and Officers)
 
Connie J. Erickson
Vice President and Controller
(Attorney-in-fact for SCE Directors and Officers)
    
Date:February 25, 201424, 2015Date:February 24, 2015

134131




EXHIBIT INDEX
Exhibit
Number
 Description
   
Edison International
   
3.1 Certificate of Restated Articles of Incorporation of Edison International, effective December 19, 2006 (File No. 1-9936, filed as Exhibit 3.1 to Edison International's Form 10-K for the year ended December 31, 2006)*
   
3.2 Bylaws of Edison International, as amended June 21, 2012 (File No. 1-9936, filed as Exhibit 3.1 to Edison International's Form 8-K dated June 21, 2012 and filed June 22, 2012)*
   
Southern California Edison Company
   
3.3 Certificate of Restated Articles of Incorporation of Southern California Edison Company, effective March 2, 2006, together with all Certificates of Determination of Preference Stock issued since March 2, 2006 (File No. 1-2313 filed as Exhibit 3.1 to Southern California Edison Company's Form 10-K10-Q for the yearquarter ended December 31 2005)June 30, 2014)*
   
3.4 Bylaws of Southern California Edison Company, as amended June 21, 2012 (File No. 1-2313, filed as Exhibit 3.1 to Southern California Edison Company's Form 8-K dated June 21, 2012 and filed June 22, 2012)*
   
Edison International
   
4.1 Senior Indenture, dated September 10, 2010 (File No. 1-9936, filed as Exhibit 4.1 to Edison International's Form 10-Q for the quarter ended September 30, 2010)*
   
Southern California Edison Company
   
4.2 Southern California Edison Company First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (File No. 1-2313, filed as Exhibit 4.2 to Southern California Edison Company's Form 10-K for the year ended December 31, 2010)*
4.3 Southern California Edison Company Indenture, dated as of January 15, 1993 (File No. 1-2313, Form 8-K dated January 28, 1993)*
   
Edison International
   
10.1** Edison International Director Deferred Compensation Plan as amended December 31, 2008effective June 19, 2014 (File No. 1-9936, filed as Exhibit No. 10.4 to Edison International's Form 10-K10.3 for the yearquarter ended December 31, 2008)June 30, 2014)*
   
10.2** Edison International 2008 Director Deferred Compensation Plan, as amended and restated effective October 25, 2012June 19, 2014 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-QNo. 10.2 for the quarter ended SeptemberJune 30, 2012)2014)*
   
10.3** Director Grantor Trust Agreement, dated August 1995 (File No. 1-9936, filed as Exhibit 10.10 to Edison International's Form 10-K for the year ended December 31, 1995)*
   
10.3.1** Director Grantor Trust Agreement Amendment 2002-1, effective May 14, 2002 (File No. 1-9936, filed as Exhibit 10.4 to Edison International's Form 10-Q for the quarter ended June 30, 2002)*
   
10.3.2** Executive and Director Grantor Trust Agreements Amendment 2008-1 (File No. 1-9936, filed as Exhibit No. 10.6.2 to Edison International's Form 10-K for the year ended December 31, 2008)*
   
10.4** Edison International Executive Deferred Compensation Plan, as amended and restated effective December 31, 2008June 19, 2014 (File No. 1-9936, filed as Exhibit 10.4 for the quarter ended June 30, 2014)*
   
10.5** Edison International 2008 Executive Deferred Compensation Plan, as amended and restated effective October 23, 2013June 19, 2014 (File No. 1-9936, filed as Exhibit No. 10.5 for the quarter ended June 30, 2014)*
   
10.6** Executive Grantor Trust Agreement, dated August 1995 (File No. 1-9936, filed as Exhibit 10.12 to Edison International's Form 10-K for the year ended December 31, 1995)*
10.6.1** Executive Grantor Trust Agreement Amendment 2002-1, effective May 14, 2002 (File No. 1-9936, filed as Exhibit 10.3 to Edison International's Form 10-Q for the quarter ended June 30, 2002)*
   
10.7** Southern California Edison Company Executive Supplemental Benefit Program, as amended effective December 31, 2008June 19, 2014 (File No. 1-9936, filed as Exhibit No. 10.8 for the quarter ended June 30, 2014)*
   
10.8** Southern California Edison Company Executive Retirement Plan, as restatedamended effective December 31, 2008June 19, 2014 (File No. 1-9936, filed as Exhibit 10.7 for the quarter ended June 30, 2014)*
   
10.8.1** Edison International 2008 Executive Retirement Plan, as amended and restated effective December 11, 2013
10.9**June 19, 2014 (File No. 1-9936, filed as Exhibit No. 10.6 to Edison International Executive Incentive Compensation Plan, as amended and restated effective October 23, 2013
10.10*International's Form 10-Q for the quarter ended June 30, 2014)*2008 Executive Disability Plan, as amended and restated effective October 23, 2013
   

135132




Exhibit
Number
 Description
10.9**Edison International Executive Incentive Compensation Plan, as amended and restated effective February 26, 2014 (File No. 1-9936, filed as Exhibit No. 10.4 to Edison International's Form 10-Q for the quarter ended March 31, 2014)*
10.10**Edison International 2008 Executive Disability Plan, as amended and restated effective June 19, 2014 (File No. 1-9936, filed as Exhibit No. 10.9 to Edison International's Form 10-Q for the quarter ended June 30, 2014)*
10.11** Edison International 2008 Executive Survivor Benefit Plan, as amended and restated effective December 11, 2013June 19, 2014 (File No. 1-9936, filed as Exhibit No. 10.10 to Edison International's Form 10-Q for the quarter ended June 30, 2014)*
   
10.12** Retirement Plan for Directors, as amended and restated effective December 31, 2008 (File No. 1-9936 filed as Exhibit No. 10.17 to Edison International's Form 10-K for the year ended December 31, 2008)*
   
10.13** Equity Compensation Plan as restated effective January 1, 1998 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 1998)*
   
10.13.1** Equity Compensation Plan Amendment No. 1, effective May 18, 2000 (File No. 1-9936, filed as Exhibit 10.4 to Edison International's Form 10-Q for the quarter ended June 30, 2000)*
   
10.13.2** Amendment of Equity Compensation Plans, adopted October 25, 2006 (File No. 1-9936, filed as Exhibit 10.52 to Edison International's Form 10-K for the year ended December 31, 2006)*
   
10.14** 2000 Equity Plan, effective May 18, 2000 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 2000)*
   
10.15** Edison International 2007 Performance Incentive Plan as amended and restated in February 2011 (File No. 1-9936, filed as Exhibit 10.110.2 to the Edison International Form 10-Q for the quarter ended June 30, 2011)*
   
10.15.1** Edison International 2008 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2008)*
   
10.15.2** Edison International 2009 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2009)*
   
10.15.3** Edison International 2010 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2010)*
   
10.15.4** Edison International 2011 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2011)*
   
10.15.5** Edison International 2012 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2012)*
   
10.15.6** Edison International 2013 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2013)*
   
10.16*10.15.7** Edison International 2014 Long-Term Incentives Terms and conditions for 2003 long-term compensation awards under the Equity Compensation Plan and 2000 Equity PlanConditions (File, No. 1-9936, filed as Exhibit 10.110.3 to Edison International's Form 10-Q for the quarter ended March 31, 2003)2014)*
   
10.16.1** Terms and conditions for 2004 long-term compensation awards under the Equity Compensation Plan and 2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended March 31, 2004)*
   
10.16.2** Terms and conditions for 2005 long-term compensation award under the Equity Compensation Plan and 2000 Equity Plan (File No. 1-9936, filed as Exhibit 99.2 to Edison International's Form 8-K dated December 16, 2004 and filed on December 22, 2004)*
   
10.16.3** Terms and conditions for 2006 long-term compensation awards under the Equity Compensation Plan and 2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.29 to Edison International's Form 10-K for the year ended December 31, 2005)*
   
10.16.4** Terms and conditions for 2007 long-term compensation awards under the Equity Compensation Plan and the 2007 Performance Incentive Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended March 31, 2007)*
   
10.17**Director Nonqualified Stock Option Terms and Conditions under the Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 2002)*
10.17.1** Director 2004 Nonqualified Stock Option Terms and Conditions under the Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 2004)*
   
10.17.2** Director Nonqualified Stock Option Terms and Conditions under the 2007 Performance Incentive Plan (File 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2007)*
   
10.18**Edison International and Edison Capital Affiliate Option Exchange Offer Circular, dated July 3, 2000 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended September 30, 2000)*

136133




Exhibit
Number
 Description
10.18.1**Edison International and Edison Capital Affiliate Option Exchange Offer Summary of Deferred Compensation Alternatives, dated July 3, 2000 (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended September 30, 2000)*
10.18.2**Edison International and Edison Mission Energy Affiliate Option Exchange Offer Circular, dated July 3, 2000 (File No. 1-13434, filed as Exhibit 10.93 to the Edison Mission Energy's Form 10-K for the year ended December 31, 2001)*
10.18.3*10.18** Edison International and Edison Mission Energy Affiliate Option Exchange Offer Summary of Deferred Compensation Alternatives, dated July 3, 2000 (File No. 1-13434, filed as Exhibit 10.94 to the Edison Mission Energy's Form 10-K for the year ended December 31, 2001)*
   
10.18.1**Edison International and Edison Mission Energy Affiliate Option Exchange Offer Circular, dated July 3, 2000 (File No. 1-13434, filed as Exhibit 10.93 to the Edison Mission Energy's Form 10-K for the year ended December 31, 2001)*
10.19** Edison International 2008 Executive Severance Plan, as amended and restated effective October 23, 2013June 19, 2014 (File No. 1-9936, filed as Exhibit 10.11 for the quarter ended June 30, 2014)*
   
10.20** Edison International and Southern California Edison Company Director Compensation Schedule, as adopted June 20, 201319, 2014 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 2013)2014)*
   
10.21** Edison International Director Matching Gifts Program, as adopted June 24, 2010 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 2010*
   
10.22** Edison International Director Nonqualified Stock Options 2005 Terms and Conditions (File No. 1-9936, filed as Exhibit 99.3 to Edison International's Form 8-K dated May 19, 2005, and filed on May 25, 2005)*
   
10.23 Amended and Restated Agreement for the Allocation of Income Tax Liabilities and Benefits among Edison International, Southern California Edison Company and The Mission Group dated September 10, 1996 (File No. 1-9936, filed as Exhibit 10.3 to Edison International's Form 10-Q for the quarter ended September 30, 2002)*
   
10.23.1 Amended and Restated Tax-Allocation Agreement among The Mission Group and its first-tier subsidiaries dated September 10, 1996 (File No. 1-9936, filed as Exhibit 10.3.1 to Edison International's Form 10-Q for the quarter ended September 30, 2002)*
   
10.23.2 Amended and Restated Tax-Allocation Agreement between Edison Capital and Edison Funding Company (formerly Mission First Financial and Mission Funding Company) dated May 1, 1995 (File No. 1-9936, filed as Exhibit 10.3.2 to Edison International's Form 10-Q for the quarter ended September 30, 2002)*
   
10.23.3 Amended and Restated Tax-Allocation Agreement between Mission Energy Holding Company and Edison Mission Energy dated February 13, 2012 (File No. 333-68630, filed as Exhibit 10.11 to Edison Mission Energy's Form 10-K for the year ended December 31, 2011)*
   
10.23.4 Modification No. 1 to the Amended and Restated Tax-Allocation Agreement between Mission Energy Holding Company and Edison Mission Energy dated February 13, 2012 (File No. 333-68630, filed as Exhibit 10.1 to Edison Mission Energy's Form 8-K dated November 15, 2012 and filed November 21, 2012)*
   
10.23.5 Amended and Restated Administrative Agreement Re Tax Allocation Payments, dated February 13, 2012, among Edison International and subsidiary parties. (File No. 333-68630, filed as Exhibit 10.12 to Edison Mission Energy's Form 10-K for the year ended December 31, 2011)*
   
10.24Transaction Support Agreement, dated December 16, 2012, by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein (File No. 333-68630, filed as Exhibit 10.1 to Edison Mission Energy's Form 8-K dated December 16, 2012 and filed on December 17, 2012)*
10.25Notice of Termination of Transaction Support Agreement, dated July 25, 2013 (File 1-9936, filed as Exhibit 2.1 to Edison International's Form 8-K dated July 25, 2013 and filed July 25, 2013)*
10.26*10.24** Form of Indemnity Agreement between Edison International and its Directors and any officer, employee or other agent designated by the Board of Directors (File No. 1-9936, filed as Exhibit 10.5 to Edison International's Form 10-Q for the period ended June 30, 2005, and filed on August 9, 2005)*
   
10.27*10.25** Edison International 20132014 Executive Annual Incentive Program (File No. 1-9936, filed as Exhibit 10.110.2 to Edison International's Form 10-Q for the quarter ended March 31, 2013)2014)*
   
10.28*10.25.1**Amendment of Edison International Executive Incentive Compensation Plan and 2014 Executive Annual Incentive Program adopted on December 10, 2014
10.26** Section 409A and Other Conforming Amendments to Terms and Conditions (File No. 1-9936, filed as Exhibit No. 10.37 to Edison International's Form 10-K for the year ended December 31, 2008)*
   
10.28.1*10.26.1** Section 409A Amendments to Director Terms and Conditions (File No. 1-9936, filed as Exhibit No. 10.37.1 to Edison International's Form 10-K for the year ended December 31, 2008)*
   

137




Exhibit
Number
Description
10.2910.27 Credit Agreement dated as of May 18, 2012 among Edison International and the Lenders named therein (File 1-9936, filed as Exhibit 10 to Edison International's Form 8-K dated May 18, 2012 and filed May 24, 2012)*
   
10.29.110.27.1 First Amendment to Credit Agreement dated as of July 18, 2013 among Edison International and the Lenders named therein (File 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated July 18, 2013 and filed July 19, 2013)*
   

134




10.30
Exhibit
Number
Description
10.28 Credit Agreement dated as of May 18, 2012 among Southern California Edison Company and the Lenders named therein (File 1-2313, filed as Exhibit 10 to Southern California Edison Company's Form 8-K dated May 18, 2012 and filed May 24, 2012)*
   
10.30.110.28.1 First Amendment to Credit Agreement dated as of July 18, 2013 among Southern California Edison Company and the Lenders named therein (File 1-2313, filed as Exhibit 10.2 to Southern California Edison Company's Form 8-K dated July 18, 2013 and filed July 19, 2013)*
   
10.3110.29 Amended and Restated Settlement Agreement dated asbetween Southern California Edison Company, San Diego Gas & Electric Company, the Office of February 18, 2014, by and among Edison Mission Energy, Edison InternationalRatepayer Advocates, The Utility Reform Network, Friends of the Earth, and the Consenting Noteholders identified thereinCoalition of California Utility Employees, dated September 23, 2014 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated February 18, 2014 and filed February 19,10-Q for the quarter ended September 30, 2014)*
   
21 Subsidiaries of the Registrants
   
23.1 Consent of Independent Registered Public Accounting Firm (Edison International)
   
23.2 Consent of Independent Registered Public Accounting Firm (Southern California Edison Company)
   
24.1 Powers of Attorney of Edison International and Southern California Edison Company
   
24.2 Certified copies of Resolutions of Boards of Edison International and Southern California Edison Company Directors Authorizing Execution of SEC Reports
   
31.1 Certifications of the Chief Executive Officer and Chief Financial Officer of Edison International pursuant to Section 302 of the Sarbanes-Oxley Act
   
31.2 Certifications of the Chief Executive Officer and Chief Financial Officer of Southern California Edison Company pursuant to Section 302 of the Sarbanes-Oxley Act
   
32.1 Certifications of the Chief Executive Officer and the Chief Financial Officer of Edison International required by Section 906 of the Sarbanes-Oxley Act
   
32.2 Certifications of the Chief Executive Officer and the Chief Financial Officer of Southern California Edison Company required by Section 906 of the Sarbanes-Oxley Act
   
101.1 Financial statements from the annual report on Form 10-K of Edison International for the year ended December 31, 2013,2014, filed on February 25, 2014,24, 2015, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity and (vi) the Notes to Consolidated Financial Statements
   
101.2 Financial statements from the annual report on Form 10-K of Southern California Edison Company for the year ended December 31, 2013,2014, filed on February 25, 2014,24, 2015, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity and (vi) the Notes to Consolidated Financial Statements

*Incorporated by reference pursuant to Rule 12b-32.
**Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)3.(3).

138135