UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| |
For the fiscal year ended | December 31, 2022 |
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
| | | | | | |
| | 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 | | 2244 Walnut Grove Avenue |
(P.O. Box 976) | | (P.O. Box 800) |
Rosemead, California 91770 | | Rosemead, California 91770 |
(Address of principal executive offices) | | (Address of principal executive offices) |
(626) 302-2222 | | (626) 302-1212 |
(Registrant's telephone number, including area code) | | (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Edison International:
| | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value | EIX | NYSE | LLC |
Southern California Edison Company: None
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 ☐ | | Southern California Edison Company | | Yes þ No ☐ |
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 ☐ No þ | | Southern California Edison Company | | Yes ☐ 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 ☐ | | Southern California Edison Company | | Yes þ No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
| | | | | | |
Edison International | | Yes þ No ☐ | | Southern California Edison Company | | Yes þ No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-12 of the Exchange Act. (Check One):
| | | | | |
Edison International | Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging growth company |
| ☑ | ☐ | ☐ | ☐ | ☐ |
Southern California Edison Company | Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging growth company |
| ☐ | ☐ | ☑ | ☐ | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| | | | | | |
Edison International | | ☐ | | Southern California Edison Company | | ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| | | | | | |
Edison International | | ☑ | | Southern California Edison Company | | ☐ |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
| | | | | | |
Edison International | | ☐ | | Southern California Edison Company | | ☐ |
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| | | | | | |
Edison International | | ☐ | | Southern California Edison Company | | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| | | | | | |
Edison International | | Yes ☐ No þ | | Southern California Edison Company | | Yes ☐ No þ |
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2022, the last business day of the most recently completed second fiscal quarter:
| | | | | | |
Edison International | | Approximately $24 billion | | Southern California Edison Company | | Wholly owned by Edison International |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Common Stock outstanding as of February 16, 2023:
| | | | |
Edison International | | 382,566,466 | | shares |
Southern California Edison Company | | 434,888,104 | | shares (wholly owned by Edison International) |
OMISSION OF CERTAIN INFORMATION
Southern California Edison Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format allowed under the General Instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Edison International Proxy Statement relating to Edison International's 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
