UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2025
Commission |
| Exact Name of Registrant |
| State or Other Jurisdiction of |
| IRS Employer |
1-9936 | EDISON INTERNATIONAL | California | 95-4137452 | |||
1-2313 | SOUTHERN CALIFORNIA EDISON COMPANY | California | 95-1240335 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Edison International:
Southern California Edison Company: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
This current report and its exhibits include forward-looking statements. Edison International and Southern California Edison Company ("SCE") based these forward-looking statements on their current expectations and projections about future events in light of their knowledge of facts as of the date of this current report and their assumptions about future circumstances. These forward-looking statements are subject to various risks and uncertainties that may be outside the control of Edison International and SCE. Edison International and SCE have no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. This current report should be read with Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent quarterly Reports on Form 10-Q. Additionally, Edison International and SCE provide direct links to Edison International and SCE presentations, documents and other information at www.edisoninvestor.com (Presentations and Updates) in order to publicly disseminate such information.
Terms not defined herein have the meanings ascribed to them in the 2024 Form 10-K.
Item 7.01Regulation FD Disclosure
Members of Edison International management will use the information in the presentation furnished as Exhibit 99.1 regarding the settlement discussed in Item 8.01 below in meetings with institutional investors and analysts and at investor conferences. The attached presentation will also be posted on www.edisoninvestor.com.
Item 8.01Other Events
In October 2024, SCE filed an application with the California Public Utilities Commission (“CPUC”) to seek cost recovery of prudently incurred losses related to the 2018 Woolsey Fire and of restoration costs incurred related to the Woolsey Fire. On September 19, 2025, SCE will file a motion in the cost recovery proceeding seeking approval of a settlement agreement between SCE, the Public Advocates Office at the CPUC, the Energy Producers and Users Coalition and Small Business Utility Advocates (the “Woolsey Settlement Agreement”). Other parties to the proceeding may oppose or take no position on the Woolsey Settlement Agreement.
Under the Woolsey Settlement Agreement, if approved by the CPUC, SCE will be authorized to recover 35%, or approximately $2.0 billion, of approximately $5.6 billion of losses, consisting of approximately $1.6 billion of uninsured claims paid as of May 31, 2025, and $0.4 billion of costs, comprised of legal costs paid as of May 31, 2025, and estimated financing costs. SCE will also be authorized to recover 35% of losses paid after May 31, 2025. SCE’s requests for recovery exclude $250 million of uninsured claims and related financing costs which SCE waived its right to seek recovery of under the SED Agreement entered into between SCE and the Safety and Enforcement Division of the CPUC in October 2021. Subject to approval of the Woolsey Settlement Agreement, SCE will request approval from the CPUC to finance the amounts authorized under the Woolsey Settlement Agreement through the issuance of securitized bonds. The parties agreed that if SCE’s anticipated application for securitization is denied, the authorized amounts will be recovered in rates over five years, financed using long-term debt.
Further, SCE will be authorized to recover approximately $71 million of approximately $84 million in restoration costs incurred. In the Woolsey Settlement Agreement, SCE also waived its right to seek recovery of uninsured losses tracked in a Wildfire Expense Memorandum Account and incurred in connection with fires that ignited prior to July 12, 2019, the date AB 1054 was adopted. SCE estimates that the waived pre-AB 1054 losses are approximately $157 million.
If the Woolsey Settlement Agreement is approved, SCE will be allowed to permanently exclude any after-tax charges to equity associated with the costs disallowed or waived in the Woolsey Settlement Agreement and the debt issued to finance those costs from its CPUC regulatory capital structure.
Item 9.01Financial Statements and Exhibits
(d) | Exhibits |
EXHIBIT INDEX
| ||
Exhibit No. |
| Description |
99.1 | Edison International Business Update Supplement: Woolsey Settlement Agreement | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| SEPTEMBER 19, 2025 BUSINESS UPDATE SUPPLEMENT: WOOLSEY SETTLEMENT AGREEMENT |
| Edison International | Woolsey Settlement Agreement 1 Statements contained in this presentation about future performance, including, without limitation, operating results, capital expenditures, rate base growth, dividend policy, financial outlook, and other statements that are not purely historical, are forward-looking statements. These forward-looking statements reflect our current expectations; however, such statements involve risks and uncertainties. Actual results could differ materially from current expectations. These forward-looking statements represent our expectations only as of the date of this presentation, and Edison International assumes no duty to update them to reflect new information, events or circumstances. Important factors that could cause different results include, but are not limited to the: • ability of SCE to recover its costs through regulated rates, timely or at all, including uninsured wildfire-related and debris flow-related costs (including amounts paid for self-insured retention and co-insurance, and amounts not recoverable from the Wildfire Insurance Fund), and costs incurred for wildfire restoration efforts and to mitigate the risk of utility equipment causing future wildfires; • the cybersecurity of Edison International's and SCE's critical information technology systems for grid control and business, employee and customer data, and the physical security of Edison International's and SCE's critical assets and personnel; • risks associated with the operation and maintenance of electrical facilities, including worker, contractor, and public safety issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency, and output of equipment and facilities, and availability and cost of spare parts; • impact of affordability of customer rates on SCE's ability to execute its strategy, including the impact of affordability on SCE’s ability to obtain regulatory approval of, or cost recovery for, operations and maintenance expenses, proposed capital investment projects, and increased costs due to supply chain constraints, tariffs, inflation and rising interest rates and the impact of legislative actions on affordability; • ability of SCE to update its grid infrastructure to maintain system integrity and reliability, and meet electrification needs; • ability of SCE to implement its operational and strategic plans, including its Wildfire Mitigation Plan and capital investment program, including challenges related to project site identification, public opposition, environmental mitigation, construction, permitting, contractor performance, changes in the California Independent System Operator's (“CAISO”) transmission plans, and governmental approvals; • risks of regulatory or legislative restrictions that would limit SCE's ability to implement operational measures to mitigate wildfire risk, including Public Safety Power Shutoff (“PSPS”) and fast curve settings, when conditions warrant or would otherwise limit SCE's operational practices relative to wildfire risk mitigation; • ability of SCE to obtain safety certifications from the Office of Energy Infrastructure Safety of the California Natural Resources Agency (“OEIS“); • risk that California Assembly Bill 1054 (“AB 1054“) or other new California legislation does not effectively mitigate the significant exposure faced by California investor-owned utilities related to liability for damages arising from catastrophic wildfires where utility facilities are alleged to be a substantial cause, including the longevity of the Wildfire Insurance Fund and the California Public Utilities Commission (“CPUC”) interpretation of and actions under AB 1054, including its interpretation of the prudency standard clarified by AB 1054; • ability of Edison International and SCE to effectively attract, manage, develop and retain a skilled workforce, including its contract workers; • decisions and other actions by the CPUC, the Federal Energy Regulatory Commission, and the United States Nuclear Regulatory Commission, the California legislature and other governmental authorities, including decisions and actions related to nationwide or statewide crisis, approval of regulatory proceeding settlements, determinations of authorized rates of return or return on equity, the recoverability of wildfire-related and debris flow-related costs, issuance of SCE's wildfire safety certification, reforming wildfire-related liability protections available to California investor-owned utilities, wildfire mitigation efforts, approval and implementation of electrification programs, and delays in executive, regulatory and legislative actions; • governmental, statutory, regulatory, or administrative changes or initiatives affecting the electricity industry, including the market structure rules applicable to each market adopted by the North American Electric Reliability Corporation, CAISO, Western Electricity Coordinating Council, and similar regulatory bodies in adjoining regions, and changes in the United States' and California's environmental priorities that lessen the importance placed on greenhouse gas reduction and other climate related priorities; • potential for penalties or disallowances for non-compliance with applicable laws and regulations, including fines, penalties and disallowances related to wildfires where SCE's equipment is alleged to be associated with ignition; • extreme weather-related incidents (including events caused, or exacerbated, by climate change), such as wildfires, debris flows, flooding, droughts, high wind events and extreme heat events and other natural disasters (such as earthquakes), which could cause, among other things, worker and public safety issues, property damage, outages and other operational issues (such as issues due to damaged infrastructure), PSPS activations and unanticipated costs; • risks associated with the decommissioning of San Onofre, including those related to worker and public safety, public opposition, permitting, governmental approvals, on-site storage of spent nuclear fuel and other radioactive material, delays, contractual disputes, and cost overruns; • risks associated with cost allocation resulting in higher rates for utility bundled service customers because of possible customer bypass or departure for other electricity providers such as Community Choice Aggregators (“CCA,” which are cities, counties, and certain other public agencies with the authority to generate and/or purchase electricity for their local residents and businesses) and Electric Service Providers (entities that offer electric power and ancillary services to retail customers, other than electrical corporations (like SCE) and CCAs); • actions by credit rating agencies to downgrade Edison International or SCE’s credit ratings or to place those ratings on negative watch or negative outlook. Other important factors are discussed under the headings “Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis” in Edison International’s Form 10-K and other reports filed with the Securities and Exchange Commission, which are available on our website: www.edisoninvestor.com. These filings also provide additional information on historical and other factual data contained in this presentation. Forward-Looking Statements |
| Edison International | Woolsey Settlement Agreement 2 SCE and intervenors reach settlement agreement for Woolsey, which would authorize 35% cost recovery1 On September 19, 2025, SCE, Cal Advocates, EPUC, and SBUA filed a motion for approval of settlement agreement to recover ~$2.0 billion of ~$5.6 billion of losses1 Marks significant milestone and one step closer toward fully resolving 2017/2018 Wildfire/Mudslide Events Result of constructive negotiations and benefits financial strength of the utility and reduces costs for customers, supporting long-term affordability Helps reduce excess financing costs to customers Improves credit metrics (~90bps FFO-to-Debt benefit) Annualized interest expense benefit of ~18¢/share Combined with the previously-approved settlement for TKM cost recovery, would result in recovery of 43%, or ~$3.6 billion, of 2017/2018 Wildfire/Mudslide Events costs above insurance and FERC recoveries 1. Subject to CPUC approval. Amounts refer to WEMA costs (claims and associated financing and legal expenses). Proposed settlement would authorize recovery of 35% of WEMA costs and 85% of CEMA costs |
| Edison International | Woolsey Settlement Agreement 5 Resolution of legacy wildfires entering final stages: TKM settlement approved; Woolsey settlement pending approval TKM (A.23-08-013) Woolsey (A.24-10-002) Value ~$1.6 billion (Settlement value)1 ~$2.0 billion (Proposed settlement value)2 Next Steps Targeting issuance of securitized bonds by end of 2025 Parties to proceeding have 30 days to comment on settlement, unless comment period shortened by ALJ Avg. Residential Customer Cost3 ~$1.04/month ~$1.24/month (vs. average bill of ~$171) 2017/2018 Wildfire/Mudslide Events Cost Recovery Modeling Considerations 1. Approved TKM settlement authorizes recovery of 60% of WEMA costs (claims and associated financing and legal expenses) and 85% of CEMA costs 2. Subject to CPUC approval. Proposed settlement would authorize recovery of 35% of WEMA costs (claims and associated financing and legal expenses) and 85% of CEMA costs. Estimated one-time true-up is based on expected recoverable interest expense through December 31, 2025 3. For WEMA costs only. Estimated cost assuming securitization. Average bill shown is for non-CARE residential customers Core EPS: One-time benefit recorded upon CPUC approval; going forward, SCE realizes reduced interest expense Cash Flow: Securitization follows CPUC approval of financing order – TKM: ~$1.6 billion expected by year-end 2025 – Woolsey: ~$2.0 billion expected by year-end 2026 Use of Proceeds: – Offsets normal-course debt issuances as SCE reallocates outstanding debt for rate base growth ✓ ✓ One-time True-up Ongoing Post-Decision TKM ~30¢ (Q1 2025) ~14¢ (annualized) Woolsey2 ~44¢ (Recognized quarter of CPUC final decision) ~18¢ (annualized) |