Designated portions of the Proxy Statement relating to registrants' joint 20172019 Annual Meeting of Shareholders have beenare incorporated by reference into the partsPart III of this report where indicated.report.

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 statements that do 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 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 the:

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 information incorporated by reference, and carefully consider the risk,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. Edison International and SCE provide direct links to certain SCE and other parties' regulatory filings and documents with the CPUC and the FERC and certain agency rulings and notices in open proceedings at www.edisoninvestor.com (SCE Regulatory Highlights) so that such filings, rulings and notices are available to all investors. Edison International and SCE post or provide direct links to certain documents and information related to Southern California wildfires which may be of interest to investors at www.edisoninvestor.com (Southern California Wildfires) in order to publicly disseminate such information. Edison International and SCE also routinely post or provide direct links to presentations, documents and other information that may be of interest to investors at www.edisoninvestor.com (Events and Presentations) in order to publicly disseminate such information. The information contained on, or connected to, the Edison investor website is not incorporated by reference into this report.

Except when otherwise stated, references to each of Edison International, SCE, Edison Mission Group, Inc.,or Edison Energy Group 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 competitive subsidiaries and "Edison International Parent" mean Edison International on a stand-alone basis, not consolidated with its subsidiaries.

Consolidated non-core items for 2017, 20162018 and 20152017 for Edison International included:

In the absence of regulatory guidance specific to Tax Reform, SCE used judgment is required to estimateinterpret prior CPUC and FERC decisions to determine which deferred tax re-measurementsre-measurement amounts will be refunded to customers and are subject to change based on the outcome of the regulatory processes.customers. At December 31, 2017, the implementation of Tax Reform for SCE resulted in a reduction of deferred tax liabilities and an increase in regulatory liabilities of approximately $5.0 billion ("Excess Deferred Taxes"). A non-core charge of $33 million was recorded for the re-measurement of deferred taxes attributable to shareholder-funded activities in 2017 "Income tax expense."

TheIn addition to responding to the "new normal" of increased wildfire-activity in California, the electric power industry is also undergoing transformative change driven by technological advances, such as customer-owned generation, electric vehicles and energy storage, which is altering the nature of energy generation and delivery. California is committed to reducing its GHG emissions, improving local air quality and supporting continued economic growth. The state set goals to reduce GHG emissions by 40 percent from 1990 levels by 2030 and 80 percent from the same baseline by 2050. State and local air quality plans call for substantial improvements, such as reducing smog-causing nitrogen oxides 90 percent below 2010 levels by 2032 in the most polluted areas of the state. While these policy goals cannot be achieved by the electric sector alone, the electric grid is a critical enabler of the adoption of new energy technologies that support California's climate

Edison International expects to be a leader inlead the transformation of the industry by building a modernized and more reliable grid, focusing on opportunities in clean energy and efficient electrification, building a modernized and more reliable grid, and enabling customers' technology choices.

SCE plans to be a key enabler ofenable the adoption of new energy technologies that mitigate wildfire risk and benefit customers of the electric grid while also helping California achieve its environmental goals. SCE expects to achieve these objectives through modernizing the electric grid to improveimproving the safety and reliability of the transmission and distribution network and helping customers make cleaner energy choices including enabling increased penetration of DERs, electric transportation and energy efficiency programs. SCE's ongoing focus to drive operational and service excellence is intended to allow it to achieve these objectives safely while controlling costs and customer rates. SCE's focus on the transmission and distribution of electricity aligns with California's policy supporting competitive power procurement markets. For more information on the distribution grid development, see "—Capital Program—Distribution Grid Development" below.

Total capital expenditures (including accruals), were $4.4 billion in 2018 and $3.8 billion in 2017 and $3.5 billion in 2016.2017. SCE's year-end rate base was $29.6 billion at December 31, 2018 compared to $27.8 billion at December 31, 2017 compared to $25.9 billion at December 31, 2016.2017.

In connection with the 2018 GRC, SCE forecasts capital expenditures of up to $13.7 billion for 2018 – 2020. In the absence of a 2018 GRC decision, SCE has developed and is executing against a 20182019 capital expenditure plan that will allow SCEit to ramp up itsmanage capital spending program over the three-yearthree year GRC period to meet what is ultimately authorized in the 2018 GRC decision while minimizing the associated risk of unauthorized spending. A component of this approach is to focus initial grid modernization spending on capital that provides safety and reliability benefits while deferring most spending that is primarily focused on integration of distributed energy resources.DERs. The 2019 capital plan also includes spending associated with SCE's GS&RP and 2019 WMP which are incremental to amounts requested in the 2018 GRC. In September 2018, SCE filed an application with the CPUC requesting approval of a GS&RP to implement additional wildfire safety measures and in January 2019, the CPUC authorized the establishment of an interim memorandum account to track incremental GS&RP expenditures. In February 2019, SCE filed its 2019 WMP with the CPUC.

The CPUC has approved 81%, 89%, and 92% of the traditional capital expenditures requested in the 2009, 2012, and 2015 GRC decisions, respectively. While SCE cannot predict the level of traditional capital spending that will be approved in the 2018 GRC decision, management is not aware of factors that would cause the percentage of SCE's request that is approved to be materially different from what has been approved in recent GRC decisions. SCE does not have prior approval experience with grid modernization capital expenditures and, therefore, is unable to predict an expected outcome. The table below reflects expected CPUC jurisdictional capital expenditures for 2018 and requested capital expenditures for 2019 – 2020. FERC jurisdictional capital expenditures are based on management’s expectations. Forecasted expenditures for FERC capital projects are subject to change due to, among other things, timeliness of permitting, licensing, regulatory approvals, and contractor bids. For further information regarding updates for large transmission and substation projects,the capital program, see "Liquidity and Capital Resources—SCE—Capital Investment Plan."

The following table sets forth a summary of capital expenditures for 20172018 actual spend and a forecast for 20182019 – 2020 on the basis described above:

In July 2015, SCE filed its DRP with the CPUC. The filing was made as part of a CPUC proceeding initiated to support California's climate change and GHG reduction targets, modernize the electric distribution system to accommodate two-way flows of energy associated with DERs, such as rooftop solar, and facilitate customer choice of new technologies and services that reduce emissions and improve resilience. SCE's DRP included an indicative forecast of capital investment in distribution automation, substation automation, communications systems, technology platforms and applications, and grid reinforcement. TheSCE's 2018 GRC includes operation and maintenance and capital expenditure requests consistent with SCE's DRP operation and maintenance and capital spending. Capital investments for 2018 may be updated or revised based on developments and guidance received from the CPUC as a part of the 2018 GRC, DRP rule making, technology availability, pace of DER adoption, and other factors. In January 2016,February 2018, the CPUC issued a scoping memo that provided for, among other things, the issuance of guidance on utility spending to modify its grid in order to support its DRP. In 2017, the CPUC issued decisions on other topics in the DRP proceeding such as new DER integration tools and field demonstration projects as well as a proposed decision that would establishestablished a new distribution investment deferral framework and provided new guidance regarding DER adoption forecasting. However, a proposed decision addressing grid modernization investment guidelines has not yet been issued and it is uncertain when SCE will receive firm guidance on the DRP proceeding.

SCE's results of operations are derived mainly through two sources:

The following table is a summary of SCE's results of operations for the periods indicated.

SCE's retail billed and unbilled revenue (excluding wholesale sales and balancing account over/undercollections)sales) was $11.5$11.7 billion, $10.7$11.4 billion and $12.2$10.9 billion for 2018, 2017 and 2016, respectively.

The 2018 revenue increase is primarily related to higher purchased power and 2015, respectively. fuel costs driven by higher power and gas prices and volume experienced in 2018 relative to 2017, partially offset by higher congestion revenue right credits and lower revenue for San Onofre resulting from the Revised San Onofre Settlement Agreement. See "—Cost-Recovery Activities" and "—Earnings Activities" for further details.

The 2017 revenue reflects an increase of approximately $720 million primarily due to the implementation of the 2017 ERRA rate increase.

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").

Results of operations for Edison International Parent and Other includes amounts from other subsidiaries that are not significant as a reportable segment, as well as intercompany eliminations.

The following table summarizes the results of Edison International Parent and Other:

The loss from continuing operations of Edison International Parent and Other increased $370 million in 2017 compared to 2016 primarily due to:

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 bank and 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 preferred and preference shareholders, and the outcome of tax and regulatory matters.

As discussed in "Management Overview," Tax Reform is expected to lower rates charged to customers which will result in less cash available to fund operations. In the next 12 months, SCE expects to fund its obligations, capital expenditures and dividendscash requirements 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 cash requirements.

At December 31, 2017,2018, SCE had $1.41$2.1 billion available under its $2.75$3.0 billion credit facility. The credit facility is available for borrowing needs until July 2022.May 2023, and contains two 1-year extension options. In December 2017,February 2019, SCE borrowed $500issued a $750 million from its credit facility. On January 26, 2018, SCE repaid its $500 millionterm loan and the proceeds of the loan were used to repay SCE's commercial paper borrowings with cash on hand.and for general corporate purposes. For further details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements" and "—Note 12. Preferred and Preference Stock of Utility.Agreements."

SCE may finance balancing account undercollections and working capital requirements to support operations and capital expenditures with commercial paper, its credit facility or other borrowings, subject to availability in the bank and capital markets. To the extentAs necessary, SCE wouldwill utilize its available liquidity, capital market financings, of debt and preferred equityother borrowings or parent company contributions to SCE equity in order to meet its obligations as they become due, including any potential costs related to the December 2017 Wildfires and Montecito Mudslides2017/2018 Wildfire/Mudslide Events (see "Management Overview—Southern California Wildfires"Wildfires and "—Montecito Mudslides" for further information).

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, 2017,2018, SCE's debt to total capitalization ratio was 0.450.50 to 1.

At December 31, 2017,2018, SCE was in compliance with all other financial covenants that affect access to capital.

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 2018, 2017 2016 and 2015.2016.

Net cash provided by operating activities was impacted by the following:

Net income and non-cash items decreased in 2018 by $3.1 billion from 2017 and increased in 2017 by $575$578 million from 20162016. Excluding the $2.5 billion charge for wildfire-related claims, net of expected recoveries from insurance and increasedFERC customers, the decrease in 20162018 was due to the impact of the July 2017 cost of capital decision on GRC revenue, higher operation and maintenance expenses related to wildfire insurance premiums and vegetation management and higher net financing costs, partially offset by $265 million from 2015.higher income tax benefits, and lower non-cash items. The increase in 2017 was primarily due to an increase in revenue from the escalation mechanism set forth in the 2015 GRC decision and lower operation and maintenance expenses, partially offset by higher financing costs, along withand higher non-cash items. Non-cash items included changes in deferred income taxes and investment tax credits of $304 million in 2017 and $88 million in 2016. The increase in 2016 was primarily due to higher authorized revenue in 2016 from the escalation mechanism set forth in the 2015 GRC decision. The factors that impacted these items are discussed under "Results of Operations—SCE—Earning Activities." Non-cash items included changes in deferred income taxes and investment tax credits of $(552) million, $304 million and $88 million in 2018, 2017 and 2016, respectively, and impairment and other of $(12) million and $716 million in 2018 and 2017, respectively.

Net cash for working capital was $(120)$(313) million, $236$(148) million and $16$243 million in 2018, 2017 2016 and 2015,2016, respectively. The net cash for 2017, 2016 and 2015each period was primarily related to timing of disbursements ($125of $(15) million, $125 million and $45 million and $120 million in 2017, 2016 and 2015, respectively) and the decrease in receivables from customers ($163 million, $220 million and $93 million in 2017, 2016 and 2015, respectively). Net cash for working capital also included an insurance premium payment of $121 million for additional wildfire coverage in December 2017 and changes in tax receivables and payables of $(234) million in 2017 and $(16) million in 2016 primarily due to the utilization of net operating losses in 2017. In addition, SCE had net tax payments of $144 million in 2015.

Net cash provided by regulatory assets and liabilities, including changes in (under) over (under) collections of balancing accounts, was $(92) million, $4 million and $(292) million in 2018, 2017 and $1.7 billion in 2017, 2016, and 2015, respectively. SCE has a number of balancing accounts, which impact cash flows based on differences between timing of collection of amounts through rates and accrual expenditures. Cash flows were primarily impacted by the following:

2016

The following table summarizes cash provided by (used in) financing activities for 2018, 2017 2016 and 2015.2016. 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 12.13. Preferred and Preference Stock of Utility."

Cash flows used in investing activities are primarily due to capital expenditures and funding of nuclear decommissioning trusts. Capital expenditures were $3.7$4.5 billion for 2018, $3.8 billion for 2017 and $3.6 billion for 2016, and $4.2 billion for 2015, primarily related to transmission and generation investments. The decrease in capital expenditures during 2016 was primarily due to lower FERC capital spending. SCE had a net redemption of nuclear decommissioning trust investments of $109 million, $197 million and $179 million in 2018, 2017 and $374 million in 2017, 2016, and 2015, respectively. See "Nuclear Decommissioning Activities" below for further discussion. In addition, during 2018, 2017 and 2016, SCE received proceeds of $38 million, $26 million and $140 million, respectively, for loans on the cash surrender value of life insurance policies. The proceeds were used for general corporate purposes.