10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2013
o	TRANSITION 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 oSouthern 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 ¨ No þSouthern 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 oSouthern 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 oSouthern 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        þSouthern 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 ¨	Non-accelerated Filer ¨	Smaller Reporting Company ¨
Southern California Edison Company	Large Accelerated Filer ¨	Accelerated Filer ¨	Non-accelerated Filer þ	Smaller Reporting 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 þSouthern 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, 2013, 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:
Edison International	325,811,206 shares
Southern California Edison Company	434,888,104 shares (wholly owned by Edison International)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents listed below have been incorporated by reference into the parts of this report so indicated.

(1) Designated portions of the Proxy Statement relating to registrants' joint 2014 Annual Meeting of Shareholders              Part III

TABLE OF CONTENTS

GLOSSARY		v
FORWARD-LOOKING STATEMENTS		1
PART I
ITEM 1. BUSINESS		3
CORPORATE, STRUCTURE, INDUSTRY AND OTHER INFORMATION		3
	Subsidiaries of Edison International	3
	Electric Power Industry Trends	4
	Regulation of Edison International as a Holding Company	4
	Employees	4
	Insurance	4
SOUTHERN CALIFORNIA EDISON COMPANY		5
	Regulation	5
	Overview of Ratemaking Process	5
	Purchased Power and Fuel Supply	7
	Competition	8
	Properties	9
	Seasonality	10
ENVIRONMENTAL REGULATION OF EDISON INTERNATIONAL AND SUBSIDIARIES		10
	Air Quality	10
	Water Quality	11
	Greenhouse Gas Regulation	11
ITEM 1A. RISK FACTORS		13
RISKS RELATING TO EDISON INTERNATIONAL		13
RISKS RELATING TO SOUTHERN CALIFORNIA EDISON COMPANY		14
	Regulatory Risks	14
	Financing Risks	15
	Competitive and Market Risks	15
	Operating Risks	15
	Environmental Risks	17
ITEM 1B. UNRESOLVED STAFF COMMENTS		17
ITEM 2. PROPERTIES		17
ITEM 3. LEGAL PROCEEDINGS		17
	EME Chapter 11 Filing	17
EXECUTIVE OFFICERS OF EDISON INTERNATIONAL		18
EXECUTIVE OFFICERS OF SOUTHERN CALIFORNIA EDISON COMPANY		19

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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			21
	Purchases of Equity Securities by Edison International and Affiliated Purchasers		21
	Purchases of Equity Securities by Southern California Edison Company and Affiliated Purchasers		21
	Comparison of Five-Year Cumulative Total Return		22
ITEM 6. SELECTED FINANCIAL DATA			23
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			25
MANAGEMENT OVERVIEW			25
	Highlights of Operating Results		25
	Permanent Retirement of San Onofre		26
	ERRA Balancing Account		31
	2015 General Rate Case		32
	Capital Program		32
	EME Chapter 11 Bankruptcy Filing		32
RESULTS OF OPERATIONS			34
	Southern California Edison Company		34
		Utility Earning Activities	35
		Utility Cost-Recovery Activities	36
		Supplemental Operating Revenue Information	37
		Income Taxes	37
		2012 GRC Earnings Benefit from Repair Deductions	38
	Edison International Parent and Other		38
		Income from Continuing Operations	38
	Income (Loss) from Discontinued Operations (Net of Tax)		38
LIQUIDITY AND CAPITAL RESOURCES			39
	Southern California Edison Company		39
		Available Liquidity	39
		Capital Investment Plan	39
		Regulatory Proceedings	41
		Dividend Restrictions	41
		Margin and Collateral Deposits	41
		Regulatory Balancing Accounts	42
	Edison International Parent and Other		42
	Historical Cash Flows		43
		Southern California Edison Company	43

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		Edison International Parent and Other	44
	Contractual Obligations and Contingencies		45
		Contractual Obligations	45
		Contingencies	46
	Off-Balance Sheet Arrangements		46
	Environmental Developments		46
MARKET RISK EXPOSURES			46
	Interest Rate Risk		47
	Commodity Price Risk		47
	Credit Risk		47
CRITICAL ACCOUNTING ESTIMATES AND POLICIES			48
	Rate Regulated Enterprises		48
	Accounting for Contingencies, Guarantees and Indemnities		49
	Nuclear Decommissioning – Asset Retirement Obligation		50
	Pensions and Postretirement Benefits Other than Pensions		51
	Income Taxes		52
NEW ACCOUNTING GUIDANCE			53
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			53
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			53
CONSOLIDATED FINANCIAL STATEMENTS			53
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			54
	Consolidated Statements of Income for Edison International		56
	Consolidated Statements of Comprehensive Income for Edison International		57
	Consolidated Balance Sheets for Edison International		58
	Consolidated Statements of Cash Flows for Edison International		60
	Consolidated Statements of Changes in Equity for Edison International		61
	Consolidated Statements of Income for Southern California Edison Company		63
	Consolidated Statements of Comprehensive Income for Southern California Edison Company		63
	Consolidated Balance Sheets for Southern California Edison Company		64
	Consolidated Statements of Cash Flows for Southern California Edison Company		66
	Consolidated Statements of Changes in Equity for Southern California Edison Company		67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			68
	Note 1. Summary of Significant Accounting Policies		68
	Note 2. Property, Plant and Equipment		75
	Note 3. Variable Interest Entities		76
	Note 4. Fair Value Measurements		77

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	Note 5. Debt and Credit Agreements	80
	Note 6. Derivative Instruments and Hedging Activities	81
	Note 7. Income Taxes	83
	Note 8. Compensation and Benefit Plans	87
	Note 9. Permanent Retirement of San Onofre	103
	Note 10. Other Investments	107
	Note 11. Regulatory Assets and Liabilities	107
	Note 12. Commitments and Contingencies	110
	Note 13. Preferred and Preference Stock of Utility	115
	Note 14. Accumulated Other Comprehensive Loss	117
	Note 15. Interest and Other Income and Expenses	117
	Note 16. Discontinued Operations	118
	Note 17. Supplemental Cash Flows Information	120
	Note 18. Related-Party Transactions	120
	Note 19. Quarterly Financial Data (Unaudited)	121
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		124
ITEM 9A. CONTROLS AND PROCEDURES		124
ITEM 9B. OTHER INFORMATION		124
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		125
ITEM 11. EXECUTIVE COMPENSATION		125
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		125
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		126
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		126
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		126
EDISON INTERNATIONAL SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT CONDENSED BALANCE SHEETS		127
EDISON INTERNATIONAL SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT CONDENSED STATEMENTS OF INCOME		128
EDISON INTERNATIONAL SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT CONDENSED STATEMENTS OF CASH FLOWS		129
EDISON INTERNATIONAL SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS		131
SOUTHERN CALIFORNIA EDISON COMPANY SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS		132
SIGNATURES		133
EXHIBIT INDEX		135

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.

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GLOSSARY

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

2013 Form 10-K	Edison International's Annual Report on Form 10-K for the year-ended December 31, 2013
2010 Tax Relief Act	Tax 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
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
CDWR	California Department of Water Resources
CEC	California Energy Commission
Competitive Businesses	competitive businesses related to the generation, delivery and use of electricity
CPUC	California Public Utilities Commission
CRRs	congestion revenue rights
DOE	U.S. Department of Energy
EME	Edison Mission Energy
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
FASB	Financial 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
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.
Moody's	Moody's Investors Service
MW	megawatts
MWh	megawatt-hours
NAAQS	national ambient air quality standards
NEIL	Nuclear Electric Insurance Limited
NERC	North American Electric Reliability Corporation
Ninth Circuit	U.S. Court of Appeals for the Ninth Circuit
NRC	Nuclear Regulatory Commission
NSR	New Source Review
OII	Order Instituting Investigation

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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)
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
SCE	Southern California Edison Company
SCR	selective 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 Agreement	Settlement Agreement by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein, dated February 18, 2014
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 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:

• 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;

• decisions and other actions by the CPUC, the FERC, the NRC and other regulatory authorities and delays in regulatory actions;

• ability of Edison International or its subsidiaries to borrow funds and access the capital markets on reasonable terms;

• possible customer bypass or departure due to technological advancements or cumulative rate impacts that make self-generation or use of alternative energy sources economically viable;

• 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 insufficient transmission to enable the acceptance of 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 information technology systems for grid control, and business and customer data;

• 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 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;

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• 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;

• cost and availability of emission credits or allowances for emission credits;

• risk that competing transmission systems will be built by merchant transmission providers in SCE's service area; 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, 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 I

ITEM 1.    BUSINESS

CORPORATE STRUCTURE, INDUSTRY AND OTHER INFORMATION

Edison International was incorporated on April 20, 1987, under the laws of the State of California for the purpose of becoming the parent holding company of 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 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, the majority of which consisted of its indirectly, wholly-owned subsidiary, EME. EME is a holding company with subsidiaries and affiliates engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. On December 17, 2012 (the "Petition Date"), EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 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 prior 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."

Edison Capital holds energy and infrastructure investments in the form of leveraged leases and partnership interests in affordable housing projects in the United States.

Edison International also has several subsidiaries that have been formed to hold equity interests and engage in businesses in emerging sectors of the electricity industry. To date, the holdings 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.

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Electric Power Industry Trends

Multiple factors are converging to put the electric power industry on the cusp of significant change. These factors include:

• leveling of demand due to decelerating population growth, demand side management of energy and an increase in distributed- or self-generation;

• prioritization by public policymakers of initiatives to reduce carbon emissions and advance competition;

• increased need for infrastructure replacement and development to accommodate new technologies; and

• technological and financing innovation that facilitates conservation and self-generation and changes in electricity generation, transmission and distribution.

Edison International has been addressing these changes by focusing SCE on 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 in Competitive Businesses to meet the electricity needs of commercial and industrial customers both inside and beyond SCE's service area. Edison International continues to see merit in the ownership and operation of Competitive Businesses as a matter of corporate strategy and is exploring business ventures in a number of areas related to the provision of electric power and infrastructure, including distributed generation, electrification of transportation, water purification, and power management services to the commercial and industrial sector.

Regulation of Edison International as a Holding Company

Edison International 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 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

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 employees 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.

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 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."

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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.

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.

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 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.

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 are 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 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 " in the MD&A.

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). The return is established by multiplying an authorized rate of return, determined in separate cost of capital

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proceedings, by SCE's authorized CPUC rate base. 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 GRC proceeding, which generally, among other items, includes annual allowances for escalation in operation and maintenance costs and additional changes in capital-related investments.

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 that requested a 2015 base rate 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, 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.

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 authorized cost 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 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 2014, the trigger amount is approximately $289 million. At December 31, 2013, SCE's undercollection in the ERRA balancing account was approximately $1 billion, due to delays in regulatory decisions and the deferral of San Onofre costs to the OII proceeding. For further information 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 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, is 10.45% 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—Regulatory Proceedings—FERC Formula Rates” in the MD&A.

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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, 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.

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."

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For Palo Verde, contractual arrangements are in place covering 100% of the projected nuclear fuel requirements through the years indicated below.

Uranium concentrates	2016
Conversion	2016
Enrichment	2020
Fabrication	2016

CAISO Wholesale Energy Market

In California and other states, there are wholesale energy markets through which competing electricity generators offer their electricity output 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 participates in the day-ahead and real-time markets for 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 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 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 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 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. 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 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 distributed generation systems. In addition, NEM customers are exempted from standby and departing load charges and interconnection-related costs.

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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 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 on 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 with 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 processes that would allow other providers to develop certain types 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:

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 June 2013, SCE decided to permanently retire the remaining Units at San Onofre. For more information, see "Management Overview—Permanent Retirement of San Onofre " in the MD&A.

On December 30, 2013, SCE completed the sale of its interest in Four Corners to APS. See "Item 8. Notes to Consolidated Financial Statements—Note 2. Property, Plant and Equipment" for more information.

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San Onofre and 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. 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 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 "Item 8. 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 accordingly, the discussion 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 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 "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 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. 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 in

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various degrees of nonattainment, including the greater Los Angeles area (known as the South Coast Air Basin), which was designated as extreme nonattainment; Kern County (marginal nonattainment); Riverside County (severe nonattainment); Ventura County (serious nonattainment); and the San Joaquin Valley (extreme nonattainment). California is in the process of developing air quality management plans and updating its state implementation plan 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 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) 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 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 November 2013, SCE submitted this additional information to the SWRCB and is awaiting a decision on its request to be exempted from the requirements 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 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. 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.

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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. 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 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 have announced their intent 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 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.

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ITEM 1A.    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.

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 economic conditions may 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’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.

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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 identification 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) and 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 would have a material effect on SCE's business.

This extensive governmental regulation creates significant risks and uncertainties for SCE's business. 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 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.

SCE's financial results depend upon its ability to recover its costs 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 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—2015 General Rate Case," "Item 1. Business—SCE—Overview of Ratemaking Process—Retail Rates Structure" 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

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approved procurement plan. Nonetheless, SCE's cash flows remain subject to volatility primarily resulting from changes to 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 would 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 failure to obtain additional capital from time to time would 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 distributed generation that may change the nature of energy generation and delivery.

Demand for electricity from utilities has been leveling, while growth in self-generation has been accelerating. At the same time, a growing amount of 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 have the effect of further leveling demand and encouraging self-generation. Self-generation itself may exacerbate these trends by reducing the pool of customers, subject to certain regulatory limits, from whom fixed costs are recovered, while potentially increasing costs of system modifications 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. For example, customers in California that self-generate 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 sharing in overall costs. The net result is to increase 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."

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—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

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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, system limitations and degradation, and interruptions in necessary supplies.

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. 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. For more information, see "Risks Relating to Southern California Edison Company—Regulatory Risks" above.

Existing insurance and ratemaking arrangements may not protect SCE fully against losses from 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 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

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the additional federal appropriations are insufficient. For more information on nuclear insurance risk, see "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and 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 to Consolidated Financial Statements—Note 12. Commitments and 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 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."

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EXECUTIVE OFFICERS OF EDISON INTERNATIONAL

Executive Officer	Age at December 31, 2013	Company Position
Theodore F. Craver, Jr.	62	Chairman of the Board, President and Chief Executive Officer
Robert L. Adler	66	Executive Vice President and General Counsel
W. James Scilacci	58	Executive Vice President, Chief Financial Officer and Treasurer
Janet T. Clayton	59	Senior Vice President, Corporate Communications
Bertrand A. Valdman	51	Senior Vice President, Strategic Planning
Gaddi H. Vasquez	58	Senior Vice President, Government Affairs
Mark C. Clarke	57	Vice President and Controller
Ronald L. Litzinger	54	President, 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 actively engaged in the business of Edison International and its 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 Officers	Company Position	Effective 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 Energy2	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 Sunnylands3 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 EME4	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.

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EXECUTIVE OFFICERS OF SOUTHERN CALIFORNIA EDISON COMPANY

Executive Officer	Age at December 31, 2013	Company Position
Ronald L. Litzinger	54	President
Janet T. Clayton	59	Senior Vice President, Corporate Communications
Peter T. Dietrich	49	Senior Vice President
Erwin G. Furukawa	57	Senior Vice President, Customer Service
Stuart R. Hemphill	50	Senior Vice President, Power Supply
David L. Mead	61	Senior Vice President, Transmission and Distribution
Leslie E. Starck	58	Senior Vice President, Regulatory Affairs
Linda G. Sullivan	50	Senior Vice President and Chief Financial Officer
Russell C. Swartz	62	Senior Vice President and General Counsel
Gaddi H. Vasquez	58	Senior Vice President, Government Affairs
Mark C. Clarke	57	Vice President and Controller

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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 Officer	Company Position	Effective 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 Plant3	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.

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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, 2013	153,894		$	48.22	—	—
November 1, 2013 to November 30, 2013	478,303		47.72		—	—
December 1, 2013 to December 31, 2013	227,571		46.14		—	—
Total	859,768		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. Notes to the Consolidated Financial Statements—Note 19. Quarterly Financial Data." As a result 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," is not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

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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 Index	100		126		145		149		172		228
Philadelphia Utility Index	100		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.

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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 expenses	10,866			9,577			8,527			8,177			8,982
Income from continuing operations	979			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 shareholders	915			(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 operations	0.11			(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 operations	0.11			(5.11		)	(3.28		)	0.50			0.60
Total	$	2.78		$	(0.56	)	$	(0.11	)	$	3.82		$	2.58
Dividends declared per share	1.3675			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 portion	9,825			9,231			8,834			8,029			6,509
Capital lease obligations excluding current portion	203			210			216			221			227
Preferred and preference stock of utility	1,753			1,759			1,029			907			907
Common shareholders' equity	9,938			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 expenses	10,811			9,572			8,454			8,119			8,047
Net income	1,000			1,660			1,144			1,092			1,371
Net income available for common stock	900			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 portion	9,422			8,828			8,431			7,627			6,490
Capital lease obligations excluding current portion	203			210			216			221			227
Preferred and preference stock	1,795			1,795			1,045			920			920
Common shareholder's equity	10,343			9,948			8,913			8,287			7,446
Capital structure:
Common shareholder's equity	48.0		%	48.4		%	48.5		%	49.2		%	50.1		%
Preferred and preference stock	8.3		%	8.7		%	5.7		%	5.5		%	6.2		%
Long-term debt	43.7		%	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 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

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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. References to Edison International refer to the consolidated group of Edison International and its subsidiaries.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT OVERVIEW

Highlights of Operating Results

Edison International is the parent holding company of SCE. SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity. Edison International is also the parent company of subsidiaries that are engaged in competitive businesses related to the generation or use of electricity. 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 nonutility 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			2011
Net income (loss) attributable to Edison International
Continuing operations
SCE	$	900		$	1,569		$	(669	)	$	1,085
Edison International Parent and Other	(21		)	(66		)	45			(44		)
Discontinued operations	36			(1,686		)	1,722			(1,078		)
Edison International	915			(183		)	1,098			(37		)
Less: Non-core items
SCE:
Asset impairment	(365		)	—			(365		)	—
2012 General Rate Case – repair deductions (2009 – 2011)	—			231			(231		)	—
Edison International Parent and Other:
Consolidated state deferred tax impacts related to EME	—			(37		)	37			(19		)
Gain on sale of Beaver Valley lease interest	7			31			(24		)	—
Write-down of net investment in aircraft leases	—			—			—			(16		)
Discontinued operations	36			(1,686		)	1,722			(1,078		)
Total non-core items	(322		)	(1,461		)	1,139			(1,113		)
Core earnings (losses)
SCE	1,265			1,338			(73		)	1,085
Edison International Parent and Other	(28		)	(60		)	32			(9		)
Edison International	$	1,237		$	1,278		$	(41	)	$	1,076

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 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.

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SCE's 2013 core earnings decreased $73 million for the year primarily due to lower income tax benefits, ceasing to record a return on rate base for San Onofre after the decision to permanently retire the plant, partially offset by lower incremental inspection and repair costs at San Onofre and lower operating costs. The earnings increase from the rate base growth was offset by the lower authorized 2013 return on common equity.

Edison International Parent and Other 2013 core losses decreased $32 million primarily due to higher core earnings from Edison Capital, lower costs and taxes.

Consolidated non-core items for 2013 and 2012 for Edison International included:

• An impairment charge of $575 million ($365 million after tax) in 2013 related to the permanent retirement of San Onofre Units 2 and 3.

• An income tax benefit of $36 million for 2013 from a revised estimate of the tax impact of the expected future tax deconsolidation and separation of EME from Edison International. Edison International continues to consolidate EME for federal and certain combined state tax returns. Changes in the amount of tax attributes in 2013 affected income taxes of discontinued operations. Such benefits may or may not continue in future periods. For further information, see "Item 8. Notes to Consolidated Financial Statements—Note 7. Income Taxes."

• An after-tax earnings charge of $1.3 billion in 2012 due to the 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 tax impacts related to the expected future tax deconsolidation and separation of EME from Edison International. See "Item 8. Notes to Consolidated Financial Statements—Note 16. Discontinued Operations" for further information.

• An after-tax earnings benefit of $231 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 "Results of Operations—SCE—Income Taxes" for further discussion.

• An after-tax earnings charge of $37 million recorded 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.

• An after-tax earnings benefit of $31 million ($65 million pre-tax gain) recorded in 2012 attributable to Edison Capital's sale of its lease interest in Unit No. 2 of the Beaver Valley Nuclear Power Plant to a third party for $108 million. The final determination of state income taxes was not completed until the first quarter of 2013 which resulted in $7 million of lower state income tax expense than previously estimated.

See "Results of Operations" for discussion of SCE and Edison International Parent and Other results of operations, including a comparison of 2012 results to 2011.

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.

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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 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 progress	25		99		106		230
Nuclear fuel	153		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.

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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, 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.

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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 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.

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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.

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 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

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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 on SCE's 2013 ERRA forecast that approved 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 costs proposed 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.

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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.

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 $3.5 billion in 2013 and $3.9 billion in 2012. The level of capital expenditures in 2013 was lower than the prior year, due to the full implementation in 2012 of the Edison SmartConnect^® program, lower investments 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.

SCE forecasts capital expenditures in the range of $15.1 billion to $17.2 billion for 2014 – 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 as discussed further under "—Liquidity and Capital Resources—SCE—Capital Investment Plan."

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 submitted its Plan of Reorganization in December 2013 ("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. 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 ("Reorganized EME").

In February 2014, Edison International, EME and the Consenting Noteholders entered into a Settlement Agreement pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the Settlement Agreement, is subject to the approval of the Bankruptcy Court, which is scheduled for consideration in March 2014.

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Under the Amended Plan of Reorganization, EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax purposes. On the effective date 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 pay 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 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 expected to take up to approximately six months from the Effective Date. On 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 $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.

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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.

• 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), 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:

	2013									2012									2011
(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	$	6,602		$	5,960		$	12,562		$	6,682		$	5,169		$	11,851		$	6,257		$	4,320	$	10,577
Fuel and purchased power	—			4,891			4,891			—			4,139			4,139			—			3,356		3,356
Operation and maintenance	2,348			1,068			3,416			2,518			1,026			3,544			2,423			964		3,387
Depreciation, decommissioning and amortization	1,622			—			1,622			1,562			—			1,562			1,426			—		1,426
Property and other taxes	307			—			307			296			(1		)	295			285			—		285
Asset impairment and disallowances	575			—			575			32			—			32			—			—		—
Total operating expenses	4,852			5,959			10,811			4,408			5,164			9,572			4,134			4,320		8,454
Operating income	1,750			1			1,751			2,274			5			2,279			2,123			—		2,123
Interest income and other	48			—			48			94			—			94			85			—		85
Interest expense	(519		)	(1		)	(520		)	(494		)	(5		)	(499		)	(463		)	—		(463		)
Income before income taxes	1,279			—			1,279			1,874			—			1,874			1,745			—		1,745
Income tax expense	279			—			279			214			—			214			601			—		601
Net income	1,000			—			1,000			1,660			—			1,660			1,144			—		1,144
Dividends on preferred and preference stock	100			—			100			91			—			91			59			—		59
Net income available for common stock	$	900		$	—		$	900		$	1,569		$	—		$	1,569		$	1,085		$	—	$	1,085
Core earnings1							$	1,265								$	1,338							$	1,085
Non-core earnings
Asset impairment							(365		)							—								—
2012 General Rate Case – repair deductions (2009 – 2011)							—									231								—
Total SCE GAAP earnings							$	900								$	1,569							$	1,085

¹  See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

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Utility Earning Activities

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.

• 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.

• Lower operation and maintenance expense of $170 million was primarily due to the following:

• $170 million decrease in San Onofre-related expense, as discussed below.

• $95 million decrease in expense in 2013 due to the full deployment of the Edison SmartConnect^® program in 2012.

• $40 million decrease in severance costs due to the reductions in workforce (excluding San Onofre) that commenced in 2012.

• $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 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, including SCE no longer accruing AFUDC on construction work in progress balances for San Onofre, pending the outcome of the San Onofre OII. 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 to Consolidated Financial Statements—Note 15. 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.

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• 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

2013 vs. 2012

Utility cost-recovery activities were primarily affected by the following:

• Higher fuel and purchased power 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.

• 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.

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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 $11.6 billion for 2013, $11.2 billion for 2012 and $10.0 billion for 2011.

The 2013 revenue reflects:

• A rate 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 CDWR contracts which expired in 2011, partially offset by

• 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 collected 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.

As a result of the CPUC-authorized decoupling mechanism, SCE earnings are not affected by changes in retail electricity sales (see "Item 1. Business—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 $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.

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.

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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 to Consolidated Financial Statements—Note 7. Income Taxes" for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.

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. The earnings benefit results from recognition of a regulatory asset for recovery of deferred income taxes in future periods due to the flow-through treatment of repair deduction for income tax purposes.

For a discussion of the status of Edison International's income tax audits, see "Item 8. 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.

Income from Continuing Operations

The Edison International Parent and Other loss from continuing operations in 2013 decreased $45 million from 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 are earnings from Edison Capital of $24 million in 2013 and $22 million in 2012. 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 in 2012 were lower than 2011 as 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 down of an investment.

Income (Loss) from Discontinued Operations (Net of Tax)

Income (loss) from discontinued operations, net of tax, was $36 million, $(1.69 billion) and $(1.08 billion) for the years ended December 31, 2013, 2012 and 2011, respectively. The 2013 income from discontinued operations reflects a revised estimate of the tax impact of expected future deconsolidation and separation of EME from Edison International. 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 to Consolidated Financial Statements—Note 16. Discontinued Operations."

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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 and dividend payments to Edison International, and the outcome of tax and regulatory matters.

SCE expects to fund its 2014 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.

Available Liquidity

At December 31, 2013 SCE had $2.46 billion available under its $2.75 billion credit facility, for further details see "Item 8. 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.

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, SCE's debt to total capitalization ratio was 0.46 to 1.

Capital Investment Plan

SCE's forecasted capital expenditures for 2014 – 2017 include a capital forecast in the range of $15.1 billion to $17.2 billion. The range is based on an average variability of 12%. 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, weather and other unforeseen conditions.

SCE's 2013 capital expenditures and the 2014 – 2017 capital expenditures forecast are set forth in the table below:

(in millions)	2013 Actual		2014		2015		2016		2017		2014 – 2017 Total
Transmission	$	1,099	$	1,024	$	1,074	$	946	$	962	$	4,006
Distribution	2,145		2,886		3,144		3,156		3,012		12,198
Generation	286		235		250		253		227		965
Total estimated capital expenditures1	$	3,530	$	4,145	$	4,468	$	4,355	$	4,201	$	17,169
Total estimated capital expenditures for 2014 – 2017 (using variability discussed above)			$	3,647	$	3,933	$	3,850	$	3,697	$	15,127

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 capital expenditures for projects under CPUC jurisdiction are recovered through the authorized revenue requirement in SCE's 2012 GRC or through other CPUC-authorized mechanisms. Recovery of planned capital expenditures for projects under CPUC jurisdiction beyond 2014 is subject to the outcome of the 2015 GRC or other CPUC approvals. Recovery for 2014 – 2017 planned expenditures for projects under FERC jurisdiction will be pursued through FERC-authorized mechanisms.

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Transmission Projects

A summary of SCE's large transmission and substation projects during the next two years are presented below:

Project Name	Project Lifecycle Phase	Scheduled in Service Date	Direct Expenditures1(in millions)		2014 – 2017 Forecast (in millions)
Tehachapi 1-11	In construction	Late 2016 to Mid 2017	$	3,174	$	966
West of Devers	In licensing	2019 – 2020	1,034		609
Coolwater-Lugo	In licensing	2018	813		531

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 2014 – 2017.

Tehachapi Project

In response to opposition from the city of Chino Hills, CPUC proceedings to reexamine construction options, including undergrounding lines for a portion of the Tehachapi Project, were initiated. On July 11, 2013, the CPUC ordered SCE to underground a 3.5 mile portion of the line that traverses Chino Hills, setting a cost estimate of $224 million ($231 million in nominal dollars) for the underground portion. The cost estimate that SCE had proposed 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 2013, the CPUC ordered SCE to implement FAA related scope changes, such as aviation marking and lighting. The FAA related costs and additional estimate updates are also reflected in the table above. The CPUC has not yet issued a decision on what the appropriate vehicle would be to make future adjustments to the cost estimate for the project. The partial undergrounding of the transmission lines could potentially delay the completion of the Tehachapi Project and create additional costs and curtailment charges. 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.

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), information and other technology and related facility requirements (sometimes referred to as "general plant").

Generation Projects

Generation expenditures include hydro-related capital expenditures associated with infrastructure and equipment replacement 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.

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Future 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 1325 total MW for the three California investor-owned utilities) of energy storage by 2020 and to install and deliver the storage to the 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 hold 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 will be filed on March 1, 2014 and its first energy storage solicitation will be held on December 1, 2014.

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.

During 2013, SCE made $486 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.

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, 2013, 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.

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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.

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.

(in millions)
Collateral posted as of December 31, 20131	$	147
Incremental collateral requirements for power procurement contracts resulting from a potential downgrade of SCE's credit rating to below investment grade	77
Posted and potential collateral requirements2	$	224

¹  Collateral provided to counterparties and other brokers consisted of $10 million of cash which was offset against net derivative liabilities on the consolidated balance sheets, $19 million of cash reflected in "Other current assets" on the consolidated balance sheets and $118 million in letters of credit and surety bonds.

²  There would be no significant increase to SCE's total posted and potential collateral requirements based on SCE's forward positions as of December 31, 2013 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, 2013, SCE had regulatory balancing account net over-collections of $554 million, primarily consisting of $1.7 billion of overcollections related to public purpose-related and energy efficiency program costs, greenhouse gas auction revenue, and base rate differences. 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 differences are anticipated to be refunded in 2014 through a rate adjustment during the second quarter of 2014. The overcollections were partially offset by under-collections of $1 billion related to fuel and power procurement-related costs (see "Management Overview—ERRA Balancing Account" for further discussion). See "Item 8. Notes to Consolidated Financial Statements—Note 11. 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 is dependent on dividends from SCE and access to bank and capital markets. At December 31, 2013 Edison International had $1.2 billion available under its credit facility, for further details, see "Item 8. Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." In December 2013, Edison International implemented a commercial paper program for short-term borrowings.

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, 2013, Edison International's consolidated debt to total capitalization ratio was 0.45 to 1.

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Historical Cash Flows

SCE

(in millions)	2013			2012			2011
Net cash provided by operating activities	$	3,284		$	4,086		$	3,261
Net cash provided by financing activities	508			256			799
Net cash used by investing activities	(3,783		)	(4,354		)	(4,260		)
Net increase (decrease) in cash and cash equivalents	$	9		$	(12	)	$	(200	)

Net Cash Provided by Operating Activities

Net cash from operating activities decreased $802 million in 2013 compared to 2012 primarily due to the following:

• $307 million cash outflow due to tax payments of $28 million in 2013 compared to tax receipts of $279 million in 2012.

• $205 million decrease from balancing accounts primarily composed of:

• $885 million decrease resulting from higher ERRA balancing account under-collections for fuel and power procurement-related costs in 2013 compared to 2012. The change in the ERRA balancing account decreased operating cash flows by $1.1 billion in 2013 compared to a decrease in operating cash flows by $257 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.

• $165 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:

• $265 million increase from balancing accounts composed of:

• $375 million increase resulting from actual electricity sales exceeding forecasted electricity sales primarily related to warmer weather during the summer months;

• $150 million increase primarily due to the funding of public purpose 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 refund relating to the 2011 net operating loss carryback;

• $68 million cash inflow resulting from proceeds of U.S. Treasury Grants relating to solar photovoltaic projects and other specific energy-related projects made available as a result of the American Recovery and Reinvestment Act of 2009;

• $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.

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Net Cash Provided by Financing Activities

The following table summarizes cash provided by financing activities for 2013, 2012 and 2011. Issuances of debt and preference stock are discussed in "Item 8. Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Long-Term Debt" and "—Note 13. Preferred and Preference Stock."

(in millions)	2013			2012			2011
Issuances of first and refunding mortgage bonds, net	$	1,973		$	391		$	887
Payments of senior notes	(820		)	(6		)	(14		)
Net increases (decreases) in short-term borrowings, net	(1		)	(250		)	419
Issuances of preference stock, net	387			804			123
Payments of common stock dividends to Edison International	(486		)	(469		)	(461		)
Redemptions of preference stock	(400		)	(75		)	—
Bonds remarketed, net	195			—			—
Bonds purchased	(196		)	—			(86		)
Payments of preferred and preference stock dividends	(101		)	(82		)	(59		)
Settlement of stock-based awards (facilitated by a third party)	(137		)	(103		)	(49		)
Other	94			46			39
Net cash provided by financing activities	$	508		$	256		$	799

Net Cash Used by Investing Activities

Cash flows from investing activities are primarily due to capital expenditures and funding of nuclear decommissioning trusts. Amounts paid for capital expenditures were $3.6 billion for 2013 and $4.1 billion for both 2012 and 2011, primarily related to transmission, distribution and generation investments. Net purchases of nuclear decommissioning trust investments and other were $334 million, $215 million and $167 million for 2013, 2012 and 2011, respectively. In addition, in 2013 SCE received $181 million for the sale of its ownership interest in Units 4 and 5 of the Four Corners Generating Station.

Edison International Parent and Other

The table below sets forth condensed historical cash flow from continuing operations for Edison International Parent and Other adjusted for the non-cash impact related to the treatment of discontinued operations.

(in millions)	2013			2012			2011
Net cash provided (used) by operating activities	$	(81	)	$	(115	)	$	20
Net cash provided by financing activities	73			20			30
Net cash provided (used) by investing activities	(25		)	108			5
Net increase (decrease) in cash and cash equivalents	$	(33	)	$	13		$	55

Net Cash Provided (Used) by Continuing Operating Activities

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
Dividends paid to Edison International common shareholders	$	440	$	424	$	417
Dividends received from SCE	486		469		461

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Net Cash Provided by Continuing Investing Activities

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, for the years 2014 through 2018 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	$	19,271	$	1,070	$	1,580	$	1,247	$	15,374
Power purchase agreements:2
Renewable energy contracts	22,580		796		1,817		2,161		17,806
Qualifying facility contracts	1,429		312		548		383		186
Other power purchase agreements	5,890		1,033		1,601		1,264		1,992
Other operating lease obligations3	453		76		117		66		194
Purchase obligations:4
Other contractual obligations	1,151		123		190		226		612
Total SCE5, 6	50,774		3,410		5,853		5,347		36,164
Edison International Parent and Other:
Long-term debt maturities and interest1	460		16		31		411		2
Total Edison International Parent and Other5	460		16		31		411		2
Total Edison International6,7	$	51,234	$	3,426	$	5,884	$	5,758	$	36,166

¹  For additional details, see "Item 8. Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Amount includes interest payments totaling $9.21 billion and $56 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. 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 to Consolidated Financial Statements—Note 12. Commitments and Contingencies."

³  At December 31, 2013, SCE's minimum other operating lease payments were primarily related to vehicles, office space and other equipment. For further discussion, see "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies."

⁴  For additional details, see "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies." At December 31, 2013, other commitments were primarily related to maintaining reliability and expanding SCE's transmission and distribution system.

⁵  At December 31, 2013, Edison International Parent and Other and SCE had estimated contributions to the pension and PBOP plans. SCE's estimated contributions are $187 million, $191 million, $218 million, and $160 million in 2014, 2015, 2016 and 2017, respectively. Edison International Parent and Other estimated contributions are $27 million, $25 million, $29 million, and $25 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 to Consolidated Financial Statements—Note 8. Compensation and Benefit Plans" for further information.

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⁶  At December 31, 2013, Edison International and SCE had a total net liability recorded for uncertain tax positions of $705 million and $400 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.

⁷  The contractual obligations table does not include derivative obligations and asset retirement obligations, which are discussed in "Item 8. 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, Nuclear Insurance, Wildfire Insurance and Spent Nuclear Fuel which are discussed in "Item 8. Notes to Consolidated Financial Statements—Note 12. 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, SCE had identified 19 material sites for remediation and recorded an estimated minimum liability of $110 million. SCE expects to recover 90% of its remediation costs at certain sites. See "Item 8. Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies" for further discussion.

Off-Balance Sheet Arrangements

Edison International's indirect subsidiary, Edison Capital has one remaining leveraged lease investment and also 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 and Trust II that issued $475 million (aggregate liquidation preference) of 5.625% and $400 million (aggregate liquidation preference) of 5.10%, trust securities, respectively, to the public, see "Item 8. Notes to Consolidated Financial Statements—Note 3. Variable Interest Entities."

Environmental Developments

For a discussion of environmental developments, see "Item 1. 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 to Consolidated Financial Statements—Note 6. Derivative Instruments and Hedging Activities" and "—Note 4. Fair Value Measurements."

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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. Changes in interest rates may impact SCE's authorized rate of return for the period beyond 2014, see "Item 1. Business—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, 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	$	10,426	$	11,084	$	10,578	$	11,635
SCE	10,022		10,656		10,153		11,204

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 reduces 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, derivative instruments are included in the consolidated balance sheets at fair value. Realized gains and losses from 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 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 to Consolidated Financial Statements—Note 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 million and $851 million at December 31, 2013 and 2012, respectively. The following table summarizes the increase or decrease to the fair values of outstanding derivative instruments included in the consolidated balance sheets as of December 31, 2013, if the electricity prices or gas prices were changed while leaving all other assumptions constant:

(in millions)	December 31, 2013
Increase in electricity prices by 10%	$	233
Decrease in electricity prices by 10%	(386		)
Increase in gas prices by 10%	(249		)
Decrease in gas prices by 10%	56

Credit Risk

For information related to credit risks, see "Item 8. Notes to Consolidated Financial Statements—Note 6. Derivative Instruments and Hedging Activities."

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,

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including master netting agreements. As of December 31, 2013, the amount of balance sheet exposure as described above broken down by the credit ratings of SCE's counterparties, was as follows:

	December 31, 2013
(in millions)	Exposure2		Collateral			Net Exposure
S&P Credit Rating1
A or higher	$	367	$	—		$	367
BBB	—		—			—
Not rated3	3		(3		)	—
Total	$	370	$	(3	)	$	367

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 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.

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, the consolidated balance sheets included regulatory assets of $7.78 billion and regulatory liabilities of $5.76 billion. If different judgments were reached on recovery of costs and timing of income recognition, SCE's earnings may vary from the amounts reported.

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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 Indemnities

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. When a guarantee or indemnification subject to authoritative guidance is entered into, Edison International and SCE record a liability for the estimated fair value of the underlying guarantee or indemnification. 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. 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.

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. 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

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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 by Edison International and such amounts could 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, is subject to the approval of the Bankruptcy Court. See "Management Overview—EME Chapter 11 Bankruptcy Filing" for further information.

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 a 2013 updated decommissioning cost estimate for the retirement of both San Onofre Units 2 and 3. See "Management Overview—Permanent Retirement of San Onofre" for further discussion of the plans for decommissioning of San Onofre. The studies estimate that SCE will spend approximately $7.1 billion through 2053 to decommission San Onofre and Palo Verde. 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% to 7.3% (depending on the cost element) annually.

• 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 commence in 2014. For further information, see "Management Overview—Permanent Retirement of San Onofre."

• 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 2051 and 2076, respectively. Costs for spent fuel monitoring are included until 2051 and 2076, 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 $3.3 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. 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.

The following table illustrates the increase to the ARO and regulatory asset if the 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

Pensions and Postretirement Benefits Other than Pensions

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.

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, Edison International's and SCE's pension plans had a $4.2 billion and $3.7 billion benefit obligation, respectively, and total 2013 expense for these plans was $188 million and $176 million, respectively. As of December 31, 2013, the benefit obligation for both Edison International's and SCE's PBOP plans was $2.2 billion and total 2013 expense for Edison International's and SCE's plans were $32 million and $31 million, respectively. 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.

Edison International and SCE used the following critical assumptions to determine expense for pension and other postretirement benefit for 2013:

(in millions)	Pension Plans		Postretirement Benefits Other than Pensions
Discount rate1	4.13	%	4.25	%
Expected long-term return on plan assets2	7.0	%	6.7	%
Assumed health care cost trend rates3	*		8.5	%

^*  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% 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%, 14.5% and 7.8% for the one-year, five-year and ten-year periods ended December 31, 2013, respectively. Actual time-weighted, annualized returns on the PBOP plan assets were 18.6%, 13.7%, and 6.5% 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 2020 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, this cumulative difference amounted to a regulatory asset of $177 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, Edison International and SCE both had unrecognized pension costs of $383 million, and unrecognized PBOP costs of $19 million and $15 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 million of SCE's pension costs and $15 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.

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	$	(396	)	$	439	$	(335	)	$	368
Change to accumulated benefit obligation for PBOP	(282		)	318		(281		)	317

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 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 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	$	229	$	(191	)	$	228	$	(190	)
Change to annual aggregate service and interest costs	11		(9		)	11		(9		)

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 takes 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.

Key Assumptions and Approach Used.    Accounting for tax obligations requires management judgment. Edison International and SCE's management uses 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

52

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. A tax liability has been recorded with respect to tax positions in which the outcome is uncertain 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.

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 to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance."

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information responding to Item 7A is included in the MD&A under the headings "Market Risk Exposures"

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED FINANCIAL STATEMENTS

53

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, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013in 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 consolidatedfinancial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) 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 inManagement'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, 2014

54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholder of Southern California Edison Company

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, changesin equity and cash flows present fairly, in all material respects, the financial position of Southern California Edison Company and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 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, 2014

55

Consolidated Statements of Income	Edison International
	Years ended December 31,
(in millions, except per-share amounts)	2013			2012			2011
Total operating revenue	$	12,581		$	11,862		$	10,588
Fuel	324			308			367
Purchased power	4,567			3,831			2,989
Operation and maintenance	3,782			3,904			3,718
Depreciation, decommissioning and amortization	1,622			1,562			1,427
Asset impairments, disallowances and other	571			(28		)	26
Total operating expenses	10,866			9,577			8,527
Operating income	1,715			2,285			2,061
Interest and other income	124			149			147
Interest expense	(544		)	(521		)	(485		)
Other expenses	(74		)	(52		)	(55		)
Income from continuing operations before income taxes	1,221			1,861			1,668
Income tax expense	242			267			568
Income from continuing operations	979			1,594			1,100
Income (loss) from discontinued operations, net of tax	36			(1,686		)	(1,078		)
Net income (loss)	1,015			(92		)	22
Dividends on preferred and preference stock of utility	100			91			59
Net income (loss) attributable to Edison International common shareholders	$	915		$	(183	)	$	(37	)
Amounts attributable to Edison International common shareholders:
Income from continuing operations, net of tax	$	879		$	1,503		$	1,041
Income (loss) from discontinued operations, net of tax	36			(1,686		)	(1,078		)
Net income (loss) attributable to Edison International common shareholders	$	915		$	(183	)	$	(37	)
Basic earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding	326			326			326
Continuing operations	$	2.70		$	4.61		$	3.20
Discontinued operations	0.11			(5.17		)	(3.31		)
Total	2.81			$	(0.56	)	$	(0.11	)
Diluted earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities	329			330			329
Continuing operations	$	2.67		$	4.55		$	3.17
Discontinued operations	0.11			(5.11		)	(3.28		)
Total	$	2.78		$	(0.56	)	$	(0.11	)
Dividends declared per common share	$	1.3675		$	1.3125		$	1.285

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

56

Consolidated Statements of Comprehensive Income	Edison International
	Years ended December 31,
(in millions)	2013		2012			2011
Net income (loss)	$	1,015	$	(92	)	$	22
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			—
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		)
Comprehensive income (loss)	1,089		(40		)	(41		)
Less: Comprehensive income attributable to noncontrolling interests	100		91			59
Comprehensive income (loss) attributable to Edison International	$	989	$	(131	)	$	(100	)

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

57

Consolidated Balance Sheets	Edison International
	December 31,
(in millions)	2013		2012
ASSETS
Cash and cash equivalents	$	146	$	170
Receivables, less allowances of $66 and $75 for uncollectible accounts at respective dates	838		762
Accrued unbilled revenue	596		550
Inventory	256		340
Derivative assets	122		129
Regulatory assets	538		572
Deferred income taxes	421		—
Other current assets	395		149
Total current assets	3,312		2,672
Nuclear decommissioning trusts	4,494		4,048
Other investments	207		186
Total investments	4,701		4,234
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
Total property, plant and equipment	30,455		30,273
Derivative assets	251		85
Regulatory assets	7,241		6,422
Other long-term assets	686		708
Total long-term assets	8,178		7,215
Total assets	$	46,646	$	44,394

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

58

Consolidated Balance Sheets	Edison International
	December 31,
(in millions, except share amounts)	2013			2012
LIABILITIES AND EQUITY
Short-term debt	$	209		$	175
Current portion of long-term debt	601			—
Accounts payable	1,407			1,423
Accrued taxes	358			61
Customer deposits	201			193
Derivative liabilities	152			126
Regulatory liabilities	767			536
Deferred income taxes	—			64
Other current liabilities	1,186			1,166
Total current liabilities	4,881			3,744
Long-term debt	9,825			9,231
Deferred income taxes and credits	7,346			6,231
Derivative liabilities	1,042			939
Pensions and benefits	1,378			2,614
Asset retirement obligations	3,418			2,782
Regulatory liabilities	4,995			5,214
Other deferred credits and other long-term liabilities	2,070			2,448
Total deferred credits and other liabilities	20,249			20,228
Total liabilities	34,955			33,203
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
Accumulated other comprehensive loss	(13		)	(87		)
Retained earnings	7,548			7,146
Total Edison International's common shareholders' equity	9,938			9,432
Preferred and preference stock of utility	1,753			1,759
Total noncontrolling interests	1,753			1,759
Total equity	11,691			11,191
Total liabilities and equity	$	46,646		$	44,394

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

59

Consolidated Statements of Cash Flows	Edison International
	Years ended December 31,
(in millions)	2013			2012			2011
Cash flows from operating activities:
Net income (loss)	$	1,015		$	(92	)	$	22
Less: Income (loss) from discontinued operations	36			(1,686		)	(1,078		)
Income from continuing operations	979			1,594			1,100
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,622			1,562			1,427
Regulatory impacts of net nuclear decommissioning trust earnings	312			192			146
Asset impairment	575			—			—
Deferred income taxes and investment tax credits	345			141			708
Other	88			138			175
Changes in operating assets and liabilities:
Receivables	(56		)	(13		)	(46		)
Inventory	80			10			(18		)
Accounts payable	45			14			45
Other current assets and liabilities	(247		)	303			(79		)
Derivative assets and liabilities, net	(30		)	262			382
Regulatory assets and liabilities, net	(322		)	(314		)	(1,080		)
Other noncurrent assets and liabilities	(188		)	82			521
Operating cash flows from continuing operations	3,203			3,971			3,281
Operating cash flows from discontinued operations, net	—			(637		)	625
Net cash provided by operating activities	3,203			3,334			3,906
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 matured or repurchased	(1,017		)	(6		)	(100		)
Bonds remarketed, net	195			—			—
Preference stock issued, net	387			804			123
Preference stock redeemed	(400		)	(75		)	—
Short-term debt financing, net	32			(264		)	410
Settlements of stock-based compensation, net	(48		)	(68		)	(15		)
Dividends to noncontrolling interests	(101		)	(82		)	(59		)
Dividends paid	(440		)	(424		)	(417		)
Financing cash flows from continuing operations	581			276			829
Financing cash flows from discontinued operations, net	—			374			278
Net cash provided by financing activities	581			650			1,107
Cash flows from investing activities:
Capital expenditures	(3,599		)	(4,149		)	(4,122		)
Proceeds from sale of nuclear decommissioning trust investments	5,617			2,122			2,773
Purchases of nuclear decommissioning trust investments and other	(5,951		)	(2,337		)	(2,940		)
Proceeds from sale of assets	181			114			—
Other	(56		)	4			34
Investing cash flows from continuing operations	(3,808		)	(4,246		)	(4,255		)
Investing cash flows from discontinued operations, net	—			(1,037		)	(678		)
Net cash used by investing activities	(3,808		)	(5,283		)	(4,933		)
Net increase (decrease) in cash and cash equivalents	(24		)	(1,299		)	80
Cash and cash equivalents at beginning of year	170			1,469			1,389
Cash and cash equivalents at end of year	146			170			1,469
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.

60

Consolidated Statements of Changes in Equity																Edison International
	Equity Attributable to Edison International												Noncontrolling Interests
(in millions)	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 other	14			—			(34		)	(20		)	—			—			(20		)
Noncash stock-based compensation and other	30			—			(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
Net income (loss)	—			—			(183		)	(183		)	—			91			(92		)
Other comprehensive income	—			52			—			52			—			—			52
Transfer of assets to Capistrano Wind Partners	(21		)	—			—			(21		)	—			—			(21		)
Common stock dividends declared ($1.325 per share)	—			—			(428		)	(428		)	—			—			(428		)
Dividends, distributions to noncontrolling interests and other	—			—			—			—			(2		)	(91		)	(93		)
Stock-based compensation and other	(3		)	—			(77		)	(80		)	—			—			(80		)
Noncash stock-based compensation and other	37			—			1			38			—			—			38
Issuance of preference stock	—			—			—			—			—			804			804
Redemption of preference stock	—			—			(1		)	(1		)	—			(74		)	(75		)
Balance at December 31, 2012	$	2,373		$	(87	)	$	7,146		$	9,432		$	—		$	1,759		$	11,191
Net income	—			—			915			915			—			100			1,015
Other comprehensive income	—			74			—			74			—			—			74
Common stock dividends declared ($1.3675 per share)	—			—			(446		)	(446		)	—			—			(446		)
Dividends, distributions to noncontrolling interests	—			—			—			—			—			(100		)	(100		)
Stock-based compensation and other	5			—			(53		)	(48		)	—			—			(48		)
Noncash stock-based compensation and other	25			—			(6		)	19			—			(1		)	18
Issuance of preference stock	—			—			—			—			—			387			387
Redemption of preference stock	—			—			(8		)	(8		)	—			(392		)	(400		)
Balance at December 31, 2013	$	2,403		$	(13	)	$	7,548		$	9,938		$	—		$	1,753		$	11,691

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

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

62

Consolidated Statements of Income Southern California Edison Company

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

Consolidated Statements of Comprehensive Income
	Years ended December 31,
(in millions)	2013		2012			2011
Net income	$	1,000	$	1,660		$	1,144
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
Comprehensive income	$	1,018	$	1,655		$	1,145

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

63

Consolidated Balance Sheets Southern California Edison Company

	December 31,
(in millions)	2013		2012
ASSETS
Cash and cash equivalents	$	54	$	45
Receivables, less allowances of $66 and $75 for uncollectible accounts at respective dates	813		755
Accrued unbilled revenue	596		550
Inventory	256		340
Derivative assets	122		129
Regulatory assets	538		572
Deferred income taxes	303		—
Other current assets	393		171
Total current assets	3,075		2,562
Nuclear decommissioning trusts	4,494		4,048
Other investments	140		116
Total investments	4,634		4,164
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
Total property, plant and equipment	30,451		30,270
Derivative assets	251		85
Regulatory assets	7,241		6,422
Other long-term assets	398		531
Total long-term assets	7,890		7,038
Total assets	$	46,050	$	44,034

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

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Consolidated Balance Sheets Southern California Edison Company

	December 31,
(in millions, except share amounts)	2013			2012
LIABILITIES AND EQUITY
Short-term debt	$	175		$	175
Current portion of long-term debt	600			—
Accounts payable	1,373			1,297
Customer deposits	201			193
Derivative liabilities	152			126
Regulatory liabilities	767			536
Deferred income taxes	39			81
Other current liabilities	1,091			1,105
Total current liabilities	4,398			3,513
Long-term debt	9,422			8,828
Deferred income taxes and credits	7,841			6,773
Derivative liabilities	1,042			939
Pensions and benefits	951			2,245
Asset retirement obligations	3,418			2,782
Regulatory liabilities	4,995			5,214
Other deferred credits and other long-term liabilities	1,845			1,997
Total deferred credits and other liabilities	20,092			19,950
Total liabilities	33,912			32,291
Commitments and contingencies (Note 12)
Common stock, no par value (560,000,000 shares authorized; 434,888,104 shares issued and outstanding at each date)	2,168			2,168
Additional paid-in capital	592			581
Accumulated other comprehensive loss	(11		)	(29		)
Retained earnings	7,594			7,228
Total common shareholder's equity	10,343			9,948
Preferred and preference stock	1,795			1,795
Total equity	12,138			11,743
Total liabilities and equity	$	46,050		$	44,034

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

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Consolidated Statements of Cash Flows Southern California Edison Company

	Years ended December 31,
(in millions)	2013			2012			2011
Cash flows from operating activities:
Net income	$	1,000		$	1,660		$	1,144
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,622			1,562			1,426
Regulatory impacts of net nuclear decommissioning trust earnings	312			192			146
Asset impairment	575			—			—
Deferred income taxes and investment tax credits	420			256			852
Other	86			189			148
Changes in operating assets and liabilities:
Receivables	(57		)	(23		)	(44		)
Inventory	80			10			(18		)
Accounts payable	59			(9		)	11
Other current assets and liabilities	(264		)	368			(219		)
Derivative assets and liabilities, net	(30		)	(86		)	730
Regulatory assets and liabilities, net	(322		)	34			(1,428		)
Other noncurrent assets and liabilities	(197		)	(67		)	513
Net cash provided by operating activities	3,284			4,086			3,261
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 matured or repurchased	(1,016		)	(6		)	(100		)
Bonds remarketed, net	195			—			—
Preference stock issued, net	387			804			123
Preference stock redeemed	(400		)	(75		)	—
Short-term debt financing, net	(1		)	(250		)	419
Settlements of stock-based compensation, net	(43		)	(57		)	(10		)
Dividends paid	(587		)	(551		)	(520		)
Net cash provided by financing activities	508			256			799
Cash flows from investing activities:
Capital expenditures	(3,598		)	(4,149		)	(4,122		)
Proceeds from sale of nuclear decommissioning trust investments	5,617			2,122			2,773
Purchases of nuclear decommissioning trust investments and other	(5,951		)	(2,337		)	(2,940		)
Proceeds from sale of assets	181			—			—
Other	(32		)	10			29
Net cash used by investing activities	(3,783		)	(4,354		)	(4,260		)
Net increase (decrease) in cash and cash equivalents	9			(12		)	(200		)
Cash and cash equivalents, beginning of year	45			57			257
Cash and cash equivalents, end of year	$	54		$	45		$	57

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

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Consolidated Statements of Changes in Equity Southern California Edison Company

	Equity Attributable to SCE
(in millions)	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
Net income	—		—			—			1,660			—			1,660
Other comprehensive loss	—		—			(5		)	—			—			(5		)
Dividends declared on common stock	—		—			—			(469		)	—			(469		)
Dividends declared on preferred and preference stock	—		—			—			(91		)	—			(91		)
Stock-based compensation and other	—		(13		)	—			(44		)	—			(57		)
Noncash stock-based compensation and other	—		18			—			—			—			18
Issuance of preference stock	—		(21		)	—			—			825			804
Redemption of preference stock	—		1			—			(1		)	(75		)	(75		)
Balance at December 31, 2012	$	2,168	$	581		$	(29	)	$	7,228		$	1,795		$	11,743
Net income	—		—			—			1,000			—			1,000
Other comprehensive income	—		—			18			—			—			18
Dividends declared on common stock	—		—			—			(486		)	—			(486		)
Dividends declared on preferred and preference stock	—		—			—			(100		)	—			(100		)
Stock-based compensation and other	—		1			—			(44		)	—			(43		)
Noncash stock-based compensation and other	—		15			—			4			—			19
Issuance of preference stock	—		(13		)	—			—			400			387
Redemption of preference stock	—		8			—			(8		)	(400		)	(400		)
Balance at December 31, 2013	$	2,168	$	592		$	(11	)	$	7,594		$	1,795		$	12,138

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

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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 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. 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. SCE assesses, at the end of each reporting period, whether regulatory assets are probable of future recovery. See Note 11 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.

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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Money market funds	$	68	$	107	$	8	$	5

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Cash is temporarily invested until required for check clearing from the primary disbursement accounts. 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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Cash reclassified to accounts payable	$	168	$	247	$	163	$	242

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. 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 in certain such governmental agencies. RECs are the mechanism used to verify renewables portfolio standards 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 auction are recorded as a regulatory liability to be refunded to customers. SCE purchases GHG allowances from quarterly auctions or 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 million and $41 million at December 31, 2013 and 2012, respectively. GHG emission obligations were $102 million and zero at December 31, 2013 and 2012, 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.

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 plant	12 years to 60 years	38 years
Distribution plant	20 years to 60 years	40 years
Transmission plant	40 years to 65 years	46 years
General plant and other	5 years to 60 years	23 years

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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 $1.31 billion, $1.26 billion and $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%, 4.3% and 4.3% for 2013, 2012 and 2011, 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 $72 million, $96 million and $96 million in 2013, 2012 and 2011, respectively. AFUDC debt was $33 million, $40 million and $42 million in 2013, 2012 and 2011, 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
Revisions	455			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.

Leases

SCE enters into power purchase agreements that may contain leases, as discussed under "Power Purchase Agreements" below. SCE has entered into a number of agreements to lease property and 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" on the consolidated statements of income.

Nuclear Decommissioning

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.

Due to regulatory recovery of SCE's nuclear decommissioning expense, nuclear decommissioning activities do not affect SCE's earnings. 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 $222 million and $228 million at December 31, 2013 and 2012, 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 million and $67 million at December 31, 2012, 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						SCE
	December 31,
(in millions)	2013		2012		2011		2013		2012		2011
Amortization of deferred financing costs charged to interest expense	$	47	$	30	$	34	$	46	$	29	$	33

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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 revenue" on the consolidated income statements. Rates charged to customers are based on CPUC 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 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 $116 million, $98 million and $101 million 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, 2013 and 2012. 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 12 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 from 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 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

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 and hedging activities.

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.

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, 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 SCE's net assets of $11.9 billion.

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,
(in millions)	2013		2012			2011
Basic earnings per share – continuing operations:
Income from continuing operations available to common shareholders	$	879	$	1,503		$	1,041
Weighted average common shares outstanding	326		326			326
Basic earnings per share – continuing operations	$	2.70	$	4.61		$	3.20
Diluted earnings per share – continuing operations:
Income from continuing operations available to common shareholders	$	879	$	1,503		$	1,041
Income impact of assumed conversions	1		(1		)	(1		)
Income from continuing operations available to common shareholders and assumed conversions	$	880	$	1,502		$	1,040
Weighted average common shares outstanding	326		326			326
Incremental shares from assumed conversions	3		4			3
Adjusted weighted average shares – diluted	329		330			329
Diluted earnings per share – continuing operations	$	2.67	$	4.55		$	3.17

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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 3,977,894, 7,492,552 and 5,847,094 shares of common stock for the years ended December 31, 2013, 2012 and 2011, 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.

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, the FASB issued an accounting standards update that will require that an unrecognized tax benefit be presented on the balance sheet as a reduction of a deferred tax asset for a net operating loss ("NOL") or tax credit carryforward under certain circumstances. Edison International and SCE adopted this guidance effective January 1, 2014 and it did not have a material impact on the consolidated financial statements.

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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
Distribution	17,874			16,872
Generation	2,856			4,455
General plant and other	4,674			4,358
Accumulated depreciation	(7,493		)	(7,424		)
	27,028			25,320
Construction work in progress	3,219			4,271
Nuclear fuel, at amortized cost	132			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.

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, 2013 and 2012, capitalized software costs were $1.6 billion and $1.5 billion and accumulated amortization was $839 million and $651 million, respectively. Amortization expense for capitalized software was $251 million, $217 million and $156 million in 2013, 2012 and 2011, respectively. At December 31, 2013, amortization expense is estimated to be approximately $255 million annually for 2014 through 2018.

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.

The following is SCE's investment in each project as of December 31, 2013:

(in millions)	Plant in Service		Construction Work in Progress		Accumulated Depreciation		Nuclear Fuel (at amortized cost)		Net Book Value		Ownership Interest
Transmission systems:
Eldorado	$	87	$	10	$	15	$	—	$	82	62%
Pacific Intertie	189		7		74		—		122		50%
Generating stations:
Palo Verde (nuclear)	1,842		77		1,505		132		546		16%
Total	$	2,118	$	94	$	1,594	$	132	$	750

In addition to the projects above, SCE has ownership interests in jointly owned power poles with other companies.

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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 ratepayers and, therefore, will not affect SCE's earnings.

Note 3.    Variable Interest Entities

A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk 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. 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. 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 5,183 MW and 2,198 MW at December 31, 2013 and 2012, respectively, and the amounts that SCE paid to these projects were $715 million and $397 million for the years ended December 31, 2013 and 2012, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.

Unconsolidated Trusts of SCE

SCE Trust I and Trust II were formed in 2012 and 2013, respectively, for the exclusive purpose of issuing the 5.625% and 5.10% trust preference securities, respectively (“trust 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 and Trust II issued $475 million and $400 million, respectively, (cumulative, liquidation amount of $25 per share) to the public and $10,000 of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series F and Series G Preference Stock issued by SCE in the principal amount of $475 million and $400 million (cumulative, $2,500 per share liquidation value), respectively, which have substantially the same payment terms as the trust securities.

The Series F and Series G Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series F or Series G Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust (for further information see Note 13). 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 or Series G Preference Stock. The applicable trusts will use any dividends it receives on the Series F or Series G Preference Stock to make its corresponding distributions on the applicable series of trust securities. If SCE does not make a dividend payment to either trust, SCE would be prohibited from paying dividends on its

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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 Preference Stock.

The Trust I and Trust II balance sheets as of December 31, 3013, and 2012 consisted of investments of $475 million and $400 million in the Series F and Series G Preference Stock respectively, $475 million and $400 million of trust securities, respectively and $10,000 each of common stock. 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 December 31, 2013 and 2012, respectively, and $19 million for the year ending December 31, 2013 for Trust II.

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, 2013 and 2012, 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.

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, 2013
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1			Total
Assets at fair value
Derivative contracts	$	—	$	11	$	372		$	(10	)	$	373
Other	39		—		—			—			39
Nuclear decommissioning trusts:
Stocks2	2,208		—		—			—			2,208
Fixed income3	841		1,102		—			—			1,943
Short-term investments, primarily cash equivalents	331		—		—			—			331
Subtotal of nuclear decommissioning trusts4	3,380		1,102		—			—			4,482
Total assets	3,419		1,113		372			(10		)	4,894
Liabilities at fair value
Derivative contracts	—		37		1,177			(20		)	1,194
Total liabilities	—		37		1,177			(20		)	1,194
Net assets (liabilities)	$	3,419	$	1,076	$	(805	)	$	10		$	3,700

	December 31, 2012
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1			Total
Assets at fair value
Derivative contracts	$	—	$	8	$	221		$	(15	)	$	214
Other	13		—		—			—			13
Nuclear decommissioning trusts:
Stocks2	2,271		—		—			—			2,271
Fixed income3	477		1,180		—			—			1,657
Short-term investments, primarily cash equivalents	121		—		—			—			121
Subtotal of nuclear decommissioning trusts4	2,869		1,180		—			—			4,049
Total assets	2,882		1,188		221			(15		)	4,276
Liabilities at fair value
Derivative contracts	—		115		1,012			(62		)	1,065
Total liabilities	—		115		1,012			(62		)	1,065
Net assets (liabilities)	$	2,882	$	1,073	$	(791	)	$	47		$	3,211

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% and 66% of SCE's equity investments were located in the United States at December 31, 2013 and 2012, respectively.

³  Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $47 million and $56 million at December 31, 2013 and 2012, respectively.

⁴  Excludes 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.

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Edison International

Assets measured at fair value consisted of money market funds of $68 million and $107 million at December 31, 2013 and 2012, 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,
(in millions)	2013			2012
Fair value of net liabilities at beginning of period	$	(791	)	$	(754	)
Total realized/unrealized gains (losses):
Included in regulatory assets and liabilities1	23			(70		)
Purchases	65			104
Settlements	(102		)	(71		)
Fair value of net liabilities at end of period	$	(805	)	$	(791	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	33		$	(119	)

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 2013 and 2012.

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)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
December 31, 2013	$	366	$	—	Market simulation model	Load forecast	7,603 MW - 24,896MW
						Power prices	$(9.86) - $108.56
						Gas prices	$3.50 - $7.10
December 31, 2012	186		—		Market simulation model	Load forecast	7,597 MW - 26,612 MW
						Power prices	$(13.90) - $226.75
						Gas prices	$2.95 - $7.78
Tolling
December 31, 2013	5		1,175		Option model	Volatility of gas prices	16% - 35% (21%)
						Volatility of power prices	25% - 45% (30%)
						Power prices	$38.00 - $63.90 ($47.40)
December 31, 2012	4		1,005		Option model	Volatility of gas prices	17% - 36% (22%)
						Volatility of power prices	26% - 64% (29%)
						Power prices	$35.00 - $84.10 ($55.40)

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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.

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” prices against defined parameters 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:

	December 31, 2013				December 31, 2012
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Edison International	$	10,426	$	11,084	$	9,231	$	10,944
SCE	10,022		10,656		8,828		10,505

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.

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Note 5.    Debt and Credit Agreements

Long-Term Debt

The following table summarizes long-term debt (rates and terms are as of December 31, 2013) of Edison International and SCE:

	December 31,
(in millions)	2013			2012
Edison International Parent and Other:
Debentures and notes:
2017 (3.75%)	$	400		$	400
Other long-term debt	4			4
Current portion of long-term debt	(1		)	—
Unamortized debt discount, net	—			(1		)
Total Edison International Parent and Other	403			403
SCE:
First and refunding mortgage bonds:
2014 – 2043 (3.5% to 6.05% and floating)	8,975			7,775
Pollution-control bonds:
2028 – 2035 (1.375% to 5.0% and variable)	939			939
Bonds repurchased	(161		)	(161		)
Debentures and notes:
2029 – 2053 (5.06% to 6.65%)	307			307
Current portion of long-term debt	(600		)	—
Unamortized debt discount, net	(38		)	(32		)
Total SCE	9,422			8,828
Total Edison International	$	9,825		$	9,231

Edison International and SCE long-term debt maturities over the next five years are the following:

(in millions)	Edison International		SCE
2014	$	601	$	600
2015	300		300
2016	401		400
2017	400		—
2018	400		400

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, 2013, SCE was in compliance with this debt covenant.

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Credit Agreements and Short-Term Debt

The following table summarizes the status of the credit facilities at December 31, 2013:

(in millions)	Edison International Parent			SCE
Commitment	$	1,250		$	2,750
Outstanding borrowings	(34		)	(175		)
Outstanding letters of credit	—			(116		)
Amount available	$	1,216		$	2,459

In 2013, SCE and Edison International Parent amended their credit facilities to extend the maturity dates to July 2018 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, SCE's outstanding commercial paper was $175 million at a weighted-average interest rate of 0.24%. The commercial paper was supported by the $2.75 billion multi-year revolving credit facility. At December 31, 2013, letters of credit issued under SCE's credit facility aggregated $116 million and are scheduled to expire in twelve months or less. At December 31, 2012, the outstanding commercial paper was $175 million at a weighted-average interest rate of 0.37%.

At December 31, 2013, Edison International Parent's outstanding commercial paper was $34 million at a weighted-average interest rate of 0.55%. This commercial paper 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.

Financing Subsequent to December 31, 2013

In January 2014, SCE issued $300 million of floating rate first and refunding mortgage bonds due in 2015. The proceeds from this bond were used for working capital to fund the ERRA balancing account undercollections.

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.

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.

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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 $49 million and $6 million as of December 31, 2013 and 2012, respectively, for which SCE has posted no collateral to its counterparties for the respective periods. If the credit-risk-related contingent features underlying these agreements were triggered on December 31, 2013, SCE would be required to post collateral in the amount of $5 million, excluding the impact of unpaid closed positions as their settlement is not impacted by the credit-risk-related contingent features.

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. The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	December 31, 2013
	Derivative Assets								Derivative Liabilities
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	141		$	251	$	392		$	178		$	1,045		$	1,223		$	831
Gross amounts offset in consolidated balance sheets	(19		)	—		(19		)	(19		)	—			(19		)	—
Cash collateral posted1	—			—		—			(7		)	(3		)	(10		)	(10		)
Net amounts presented in the consolidated balance sheets	$	122		$	251	$	373		$	152		$	1,042		$	1,194		$	821

	December 31, 2012
	Derivative Assets									Derivative Liabilities
(in millions)	Short-Term			Long-Term			Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	151		$	91		$	242		$	186		$	954		$	1,140		$	898
Gross amounts offset in consolidated balance sheets	(22		)	(6		)	(28		)	(22		)	(6		)	(28		)	—
Cash collateral posted1	—			—			—			(38		)	(9		)	(47		)	(47		)
Net amounts presented in the consolidated balance sheets	$	129		$	85		$	214		$	126		$	939		$	1,065		$	851

¹  In addition, at December 31, 2013 and 2012, SCE had posted $19 million and $8 million, respectively, of collateral that is not offset against derivative liabilities and is reflected in "Other current assets" on the consolidated balance sheets.

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.

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The following table summarizes the components of SCE's economic hedging activity:

	Years ended December 31,
(in millions)	2013			2012			2011
Realized losses	$	(56	)	$	(227	)	$	(165	)
Unrealized gains (losses)	93			125			(768		)

Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:

		Economic Hedges
	Unit of	December 31,
Commodity	Measure	2013	2012
Electricity options, swaps and forwards	GWh	6,274	15,884
Natural gas options, swaps and forwards	Bcf	12	100
Congestion revenue rights	GWh	149,234	149,774
Tolling arrangements	GWh	87,991	101,485

Note 7.    Income Taxes

Current and Deferred Taxes

Edison International's sources of income (loss) before income taxes are:

	Years ended December 31,
(in millions)	2013		2012			2011
Income from continuing operations before income taxes	$	1,221	$	1,861		$	1,668
Discontinued operations before income taxes	—		(2,235		)	(1,931		)
Income (loss) before income tax	$	1,221	$	(374	)	$	(263	)

The components of income tax expense (benefit) by location of taxing jurisdiction are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012		2011
Current:
Federal	$	(97	)	$	—		$	(279	)	$	(119	)	$	—	$	(275	)
State	(9		)	—			80			(19		)	50		91
	(106		)	—			(199		)	(138		)	50		(184		)
Deferred:
Federal	317			132			727			345			136		757
State	31			135			40			72			28		28
	348			267			767			417			164		785
Total continuing operations	242			267			568			279			214		601
Discontinued operations	(36		)	(549		)	(853		)	—			—		—
Total	$	206		$	(282	)	$	(285	)	$	279		$	214	$	601

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The components of net accumulated deferred income tax liability are:

	Edison International					SCE
	December 31,
(in millions)	2013			2012		2013			2012
Deferred tax assets:
Property and software related	$	523		$	600	$	523		$	600
Unrealized gains and losses	579			491		569			477
Loss and credit carryforwards	2,228			1,515		427			125
Regulatory balancing accounts	139			80		139			80
Pension and PBOPs	264			275		86			99
Other	721			723		563			625
Sub-total	4,454			3,684		2,307			2,006
Less valuation allowance	1,380			1,017		—			—
Total	3,074			2,667		2,307			2,006
Deferred tax liabilities:
Property-related	7,879			7,289		7,869			7,279
Capitalized software costs	318			325		318			325
Regulatory balancing accounts	625			296		625			296
Unrealized gains and losses	569			477		569			477
Other	503			471		399			379
Total	9,894			8,858		9,780			8,756
Accumulated deferred income tax liability, net	$	6,820		$	6,191	$	7,473		$	6,750
Classification of accumulated deferred income taxes, net:
Included in deferred credits and other liabilities	$	7,241		$	6,127	$	7,737		$	6,669
Included in current liabilities (assets)	(421		)	64		(264		)	81

Net Operating Loss and Tax Credit Carryforwards

As 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.

As of December 31, 2013, SCE has $371 million of 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 losses and tax credit 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 Edison International’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 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 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 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. See Note 16 for subsequent events related to the EME bankruptcy.

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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:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Income from continuing operations before income taxes	$	1,221		$	1,861		$	1,668		$	1,279		$	1,874		$	1,745
Provision for income tax at federal statutory rate of 35%	427			652			584			448			656			611
Increase (decrease) in income tax from:
Items presented with related state income tax, net:
Repair deductions1	—			(231		)	—			—			(231		)	—
State tax, net of federal benefit	18			108			85			34			54			80
Property-related2	(192		)	(223		)	(46		)	(192		)	(223		)	(46		)
Accumulated deferred income tax adjustments	—			(41		)	(30		)	—			(41		)	(30		)
Change related to uncertain tax positions	14			40			—			14			36			(3		)
Other	(25		)	(38		)	(25		)	(25		)	(37		)	(11		)
Total income tax expense from continuing operations	$	242		$	267		$	568		$	279		$	214		$	601
Effective tax rate	19.8		%	14.3		%	34.1		%	21.8		%	11.4		%	34.4		%

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. 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. 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.

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.

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Unrecognized Tax Benefits

The following table provides a reconciliation of unrecognized tax benefits for continuing and discontinued operations:

	Edison International									SCE
	December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Balance at January 1,	$	812		$	631		$	565		$	571		$	373		$	329
Tax positions taken during the current year:
Increases	19			33			39			22			35			34
Tax positions taken during a prior year:
Increases	43			177			102			45			169			82
Decreases	(109		)	(11		)	(75		)	(106		)	(6		)	(72		)
Increases (decreases) – deconsolidation of EME 1	50			(18		)	—			—			—			—
Decreases for settlements during the period	—			—			—			—			—			—
Balance at December 31,	$	815		$	812		$	631		$	532		$	571		$	373

¹ Unrecognized tax benefits of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for tax liabilities that Edison International is jointly liable with EME under the Internal Revenue Code and applicable state statues. See Note 16 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 $50 million as a result of unfavorable developments during the fourth quarter of 2013.

As of December 31, 2013 and 2012, if recognized, $653 million and $622 million respectively, of the unrecognized tax benefits would impact Edison International's effective tax rate; and $374 million and $388 million, respectively, of the unrecognized tax benefits would impact SCE's effective tax rate.

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.

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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 repair allowance deduction (similar to the 2003 – 2006 tax years). The proposed adjustment to disallow a component of SCE's repair allowance deduction, if sustained, would result in a federal tax payment of approximately $74 million, including interest through December 31, 2013. Edison International disagrees with the proposed adjustment and filed a protest with the IRS in April 2013.

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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Accrued interest and penalties	$	406	$	278	$	88	$	87

The net after-tax interest and penalties recognized in income tax expense are:

	Edison International									SCE
	December 31,
(in millions)	2013			2012			2011			2013		2012			2011
Net after-tax interest and penalties tax benefit (expense)	$	(3	)	$	(10	)	$	(8	)	$	2	$	(11	)	$	(8	)

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		SCE
(in millions)	Years ended December 31,
2013	$	76	$	76
2012	85		84
2011	84		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 million and $173 million, respectively, for the year ending December 31, 2014. Annual contributions made 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.

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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, 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 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.

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Information on pension plan assets and benefit obligations for continuing and discontinued operations is shown below.

	Edison International						SCE
	Years ended December 31,
(in millions)	2013			2012			2013			2012
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	4,948		$	4,493		$	4,434		$	4,112
Service cost	174			179			154			156
Interest cost	182			196			164			176
Liability transferred to Edison International	—			23			—			(92		)
Actuarial (gain) loss	(330		)	370			(277		)	318
Curtailment	—			(26		)	—			—
Benefits paid	(796		)	(253		)	(754		)	(236		)
Deconsolidation of EME1	—			(34		)	—			—
Projected benefit obligation at end of year	$	4,178		$	4,948		$	3,721		$	4,434
Change in plan assets
Fair value of plan assets at beginning of year	$	3,542		$	3,153		$	3,320		$	2,971
Actual return on plan assets	540			460			505			431
Employer contributions	191			182			165			154
Benefits paid	(796		)	(253		)	(754		)	(236		)
Fair value of plan assets at end of year	$	3,477		$	3,542		$	3,236		$	3,320
Funded status at end of year	$	(701	)	$	(1,406	)	$	(485	)	$	(1,114	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(15	)	$	(19	)	$	(5	)	$	(6	)
Long-term liabilities	(686		)	(1,387		)	(480		)	(1,108		)
	$	(701	)	$	(1,406	)	$	(485	)	$	(1,114	)
Amounts recognized in accumulated other comprehensive loss consist of:
Net loss	$	30		$	127		$	33		$	40
Amounts recognized as a regulatory asset:
Prior service cost	$	25		$	30		$	25		$	30
Net loss	328			999			328			999
	$	353		$	1,029		$	353		$	1,029
Total not yet recognized as expense	$	383		$	1,156		$	386		$	1,069
Accumulated benefit obligation at end of year	$	4,015		$	4,609		$	3,599		$	4,171
Pension plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation	$	4,178		$	4,948		$	3,721		$	4,434
Accumulated benefit obligation	4,015			4,609			3,599			4,171
Fair value of plan assets	3,477			3,542			3,236			3,320
Weighted-average assumptions used to determine obligations at end of year:
Discount rate	4.75		%	3.75		%	4.75		%	3.75		%
Rate of compensation increase	4.0		%	4.5		%	4.0		%	4.5		%

¹  The retirement plan liabilities of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for qualified pension plans that Edison International is jointly liable with EME under the Internal Revenue Code. See Note 16 for further information.

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Pension expense components for continuing operations are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	162		$	163		$	149		$	159		$	160		$	145
Interest cost	170			183			196			167			180			192
Expected return on plan assets	(222		)	(217		)	(226		)	(222		)	(217		)	(225		)
Settlement costs1	87			5			—			85			4			—
Amortization of prior service cost	5			3			7			5			3			7
Amortization of net loss2	39			61			25			35			57			22
Expense under accounting standards	241			198			151			229			187			141
Regulatory adjustment (deferred)	(53		)	(19		)	(28		)	(53		)	(19		)	(28		)
Total expense recognized	$	188		$	179		$	123		$	176		$	168		$	113

¹  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International was $2 million for the year ended December 31, 2013.

²  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $11 million and $7 million for the year ended December 31, 2013, respectively.

Under GAAP, a settlement is recorded when lump-sum payments exceed estimated annual service and interest costs. Lump-sum payments to employees retiring in 2013 from the SCE Retirement Plan (primarily due to workforce reductions described below) exceeded the estimated service and interest costs for the year. 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 resulted in total actuarial gains of $563 million, including $558 million for SCE. The actuarial 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.

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 $478 million, including $449 million for SCE, at December 31, 2013 compared to $1.11 billion, including $1.07 billion for SCE, at December 31, 2012.

Other changes in pension plan assets and benefit obligations recognized in other comprehensive income 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

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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 2014 for continuing operations are as follows:

(in millions)	Edison International		SCE
Unrecognized net loss to be amortized1	$	5	$	2
Unrecognized prior service cost to be amortized	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 million and $4 million, respectively.

Edison International and SCE used the following weighted-average assumptions to determine pension expense for continuing operations:

	Years ended December 31,
	2013		2012		2011
Discount rate	4.13	%	4.5	%	5.25	%
Rate of compensation increase	4.5	%	4.5	%	5.0	%
Expected long-term return on plan assets	7.0	%	7.5	%	7.5	%

The following benefit payments, which reflect expected future service, are expected to be paid:

	Edison International		SCE
(in millions)	Years ended December 31,
2014	$	265	$	202
2015	240		208
2016	249		214
2017	254		219
2018	257		227
2019 – 2023	1,323		1,196

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”) 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 by the employer) for PBOP benefits for SCE are $14 million for the year ended December 31, 2014. Annual contributions 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”) 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.

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Information on PBOP Plan assets and benefit obligations for continuing and discontinued operations is shown below:

	Edison International						SCE
	Years ended December 31,
(in millions)	2013			2012			2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	2,460		$	2,553		$	2,452		$	2,415
Service cost	49			47			48			47
Interest cost	98			108			97			108
Special termination benefits	11			2			11			2
Actuarial gain	(313		)	(86		)	(312		)	(86		)
Plan participants' contributions	18			16			18			16
Medicare Part D subsidy received	—			4			—			4
Benefits paid	(103		)	(54		)	(103		)	(54		)
Deconsolidation of EME1	—			(130		)	—			—
Benefit obligation at end of year	$	2,220		$	2,460		$	2,211		$	2,452
Change in plan assets
Fair value of plan assets at beginning of year	$	1,800		$	1,570		$	1,800		$	1,570
Actual return on assets	317			212			317			212
Employer contributions	33			52			33			52
Plan participants' contributions	18			16			18			16
Medicare Part D subsidy received	—			4			—			4
Benefits paid	(103		)	(54		)	(103		)	(54		)
Fair value of plan assets at end of year	$	2,065		$	1,800		$	2,065		$	1,800
Funded status at end of year	$	(155	)	$	(660	)	$	(146	)	$	(652	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(17	)	$	(18	)	$	(16	)	$	(18	)
Long-term liabilities	(138		)	(642		)	(130		)	(634		)
	$	(155	)	$	(660	)	$	(146	)	$	(652	)
Amounts recognized in accumulated other comprehensive loss (income) consist of:
Net loss	$	4		$	5		$	—		$	—
Amounts recognized as a regulatory asset (liability):
Prior service credit	$	(54	)	$	(89	)	$	(54	)	$	(89	)
Net loss	69			610			69			610
	$	15		$	521		$	15		$	521
Total not yet recognized as expense	$	19		$	526		$	15		$	521
Weighted-average assumptions used to determine obligations at end of year:
Discount rate	5.0		%	4.25		%	5.0		%	4.25		%
Assumed health care cost trend rates:
Rate assumed for following year	7.75		%	8.5		%	7.75		%	8.5		%
Ultimate rate	5.0		%	5.0		%	5.0		%	5.0		%
Year ultimate rate reached	2020			2020			2020			2020

¹ 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

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(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									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	49		$	47		$	40		$	48		$	47		$	40
Interest cost	98			108			115			97			108			114
Expected return on plan assets	(114		)	(108		)	(111		)	(114		)	(109		)	(111		)
Special termination benefits1	11			2			—			11			2			—
Amortization of prior service credit	(36		)	(35		)	(35		)	(35		)	(35		)	(35		)
Amortization of net loss	24			39			26			24			39			26
Total expense	$	32		$	53		$	35		$	31		$	52		$	34

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 2014 for continuing operations are as follows:

(in millions)	Edison International			SCE
Unrecognized prior service credit to be amortized	$	(36	)	$	(36	)

Edison International and SCE used the following weighted-average assumptions to determine PBOP expense for continuing operations:

	Years ended December 31,
	2013		2012		2011
Discount rate	4.25	%	4.75	%	5.5	%
Expected long-term return on plan assets	6.7	%	7.0	%	7.0	%
Assumed health care cost trend rates:
Current year	8.5	%	9.5	%	9.75	%
Ultimate rate	5.0	%	5.25	%	5.5	%
Year ultimate rate reached	2020		2019		2019

A one-percentage-point change in assumed health care cost trend rate would have the following effects on continuing operations:

	Edison International					SCE
(in millions)	One-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 annual aggregate service and interest costs	11		(9		)	11		(9		)

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The following benefit payments are expected to be paid:

	Edison International		SCE
(in millions)	Years ended December 31,
2014	$	92	$	92
2015	101		100
2016	107		106
2017	113		113
2018	119		119
2019 – 2023	668		666

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 2012 pension plan assets are 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 2012 PBOP plan assets 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.

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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 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.

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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, 2013 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
U.S. government and agency securities1	$	195	$	471	$	—	$	666
Corporate stocks2	653		—		—		653
Corporate bonds3	—		553		—		553
Common/collective funds4	—		546		—		546
Partnerships/joint ventures5	—		148		390		538
Other investment entities6	—		282		—		282
Registered investment companies7	112		81		—		193
Interest-bearing cash	12		—		—		12
Other	6		109		—		115
Total	$	978	$	2,190	$	390	$	3,558
Receivables and payables, net							(81		)
Net plan assets available for benefits							$	3,477
SCE's share of net plan assets							$	3,236
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, 2012 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
U.S. government and agency securities1	$	242	$	350	$	—	$	592
Corporate stocks2	743		—		—		743
Corporate bonds3	—		508		—		508
Common/collective funds4	—		635		—		635
Partnerships/joint ventures5	—		166		414		580
Other investment entities6	—		271		—		271
Registered investment companies7	98		28		—		126
Interest-bearing cash	24		—		—		24
Other	1		100		—		101
Total	$	1,108	$	2,058	$	414	$	3,580
Receivables and payables, net							(38		)
Net plan assets available for benefits							$	3,542
SCE's share of net plan assets							$	3,320
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 2013 and 2012, respectively, performance is primarily benchmarked against the Russell Indexes (51% and 60%) and Morgan Stanley Capital International (MSCI) index (49% and 40%).

³  Corporate bonds are diversified. At December 31, 2013 and 2012, respectively, this category includes $78 million and $65 million for collateralized mortgage obligations and other asset backed securities of which $15 million and $7 million are below investment grade.

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⁴  At December 31, 2013 and 2012, 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% and 29%), Russell 1000 indexes (28% and 28%) and the MSCI Europe, Australasia and Far East (EAFE) Index (15% and 11%). A non-index U.S. equity fund representing 23% and 25% of this category for 2013 and 2012, respectively, is actively managed. Another fund representing 6% and 6% of this category for 2013 and 2012, respectively, is a global asset allocation fund.

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, 2013 and 2012, respectively, approximately 64% and 56% 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, 2013 and 2012, approximately 67% and 66%, 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			2012
Fair value, net at beginning of period	$	414		$	448
Actual return on plan assets:
Relating to assets still held at end of period	61			88
Relating to assets sold during the period	10			13
Purchases	45			98
Dispositions	(140		)	(233		)
Transfers in and/or out of Level 3	—			—
Fair value, net at end of period	$	390		$	414

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, 2013 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
Common/collective funds1	$	—	$	863	$	—	$	863
Corporate stocks2	451		—		—		451
Corporate notes and bonds3	—		250		—		250
Partnerships4	—		20		164		184
U.S. government and agency securities5	118		36		—		154
Registered investment companies6	52		5		—		57
Interest bearing cash	19		—		—		19
Other7	7		78		—		85
Total	$	647	$	1,252	$	164	$	2,063
Receivables and payables, net							2
Combined net plan assets available for benefits							$	2,065

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The following table sets forth the VEBA Trust assets for SCE that were accounted for at fair value as of December 31, 2012 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
Common/collective funds1	$	—	$	723	$	—	$	723
Corporate stocks2	361		—		—		361
Corporate notes and bonds3	—		210		—		210
Partnerships4	—		17		166		183
U.S. government and agency securities5	131		31		—		162
Registered investment companies6	68		—		—		68
Interest bearing cash	24		—		—		24
Other7	6		104		—		110
Total	$	590	$	1,085	$	166	$	1,841
Receivables and payables, net							(41		)
Combined net plan assets available for benefits							$	1,800

¹  At December 31, 2013 and 2012, respectively, 60% 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% 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% and 6% of this category are invested in a privately managed bond fund and 7% and 6% 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% and 50%) and the MSCI All Country World (ACWI) index (50% and 50%) for 2013 and 2012, respectively.

³  Corporate notes and bonds are diversified and include approximately $29 million and $20 million for commercial collateralized mortgage obligations and other asset backed securities at December 31, 2013 and 2012, respectively.

⁴  At December 31, 2013 and 2012, respectively, 78% and 82% 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 million and $73 million of municipal securities at December 31, 2013 and 2012, respectively.

At December 31, 2013 and 2012, approximately 65% and 66%, 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			2012
Fair value, net at beginning of period	$	166		$	130
Actual return on plan assets
Relating to assets still held at end of period	24			20
Relating to assets sold during the period	5			5
Purchases	23			35
Dispositions	(54		)	(24		)
Transfers in and/or out of Level 3	—			—
Fair value, net at end of period	$	164		$	166

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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, Edison International had approximately 23 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							SCE
	Years ended December 31,
(in millions)	2013		2012			2011		2013		2012			2011
Stock-based compensation expense1:
Stock options	$	15	$	18		$	14	$	11	$	10		$	9
Performance shares	4		7			5		2		4			3
Restricted stock units	7		9			6		4		5			4
Other	1		1			5		—		—			4
Total stock-based compensation expense	$	27	$	35		$	30	$	17	$	19		$	20
Income tax benefits related to stock compensation expense	$	11	$	14		$	12	$	7	$	8		$	8
Excess tax benefits (expense)2	5		(6		)	12		2		(13		)	11

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.

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,
	2013	2012	2011
Expected terms (in years)	6.2	6.9	7.0
Risk-free interest rate	1.0% – 2.1%	1.1% – 1.7%	1.4% – 3.1%
Expected dividend yield	2.7% – 3.1%	2.8% – 3.1%	3.1% – 3.5%
Weighted-average expected dividend yield	2.8%	3.0%	3.4%
Expected volatility	17.7% – 18.6%	17.4% – 18.3%	18.2% – 19.0%
Weighted-average volatility	17.7%	18.3%	18.9%

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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. The volatility period used was 74 months, 83 months and 84 months at December 31, 2013, 2012 and 2011, respectively.

The following is a summary of the status of Edison International's stock options:

			Weighted-Average
	Stock options		Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Edison International:
Outstanding at December 31, 2012	19,231,723		$	37.96
Granted	2,778,766		48.46
Expired	(158,107	)	49.69
Forfeited	(540,782	)	42.55
Exercised	(4,084,755	)	34.54
Outstanding at December 31, 2013	17,226,845		40.22		5.78
Vested and expected to vest at December 31, 2013	16,715,413		40.13		5.71	$	115
Exercisable at December 31, 2013	10,118,484		38.26		4.24	88
SCE:
Outstanding at December 31, 2012	10,308,461		$	37.73
Granted	1,792,688		48.48
Expired	(97,000	)	49.63
Forfeited	(402,548	)	43.47
Exercised	(2,643,487	)	34.94
Transfers, net	87,884		36.67
Outstanding at December 31, 2013	9,045,998		40.28		5.92
Vested and expected to vest at December 31, 2013	8,737,930		40.17		5.84	$	60
Exercisable at December 31, 2013	5,080,978		37.96		4.29	46

At December 31, 2013, 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		SCE
Unrecognized compensation cost, net of expected forfeitures	$	13	$	10
Weighted-average period (in years)	2.2		2.3

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Supplemental Data on Stock Options

	Edison International						SCE
	Years ended December 31,
(in millions, except per award amounts)	2013		2012		2011		2013		2012		2011
Stock options:
Weighted average grant date fair value per option granted	$	5.40	$	5.22	$	5.61	$	5.38	$	5.22	$	5.61
Fair value of options vested	17		17		18		10		10		10
Cash used to purchase shares to settle options	199		169		90		130		96		46
Cash from participants to exercise stock options	140		101		59		92		59		28
Value of options exercised	59		68		31		38		37		18
Tax benefits from options exercised	24		27		12		15		15		7

Performance Shares

A target number of contingent performance shares were awarded to executives in March 2013, 2012 and 2011 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. 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, the number of performance shares expected to be earned is subject to revision and update 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.

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The following is a summary of the status of Edison International's nonvested performance shares:

	Equity Awards				Liability Awards
	Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Fair Value
Edison International:
Nonvested at December 31, 2012	242,421		$	38.86	242,071		$	46.23
Granted	73,679		50.87		73,483
Forfeited	(19,239	)	42.10		(19,197	)
Vested1	(140,164	)	30.97		(140,053	)
Nonvested at December 31, 2013	156,697		51.17		156,304		51.72
SCE:
Nonvested at December 31, 2012	131,940		$	38.87	131,691		$	46.19
Granted	47,548		50.92		47,377
Forfeited	(13,065	)	43.42		(13,029	)
Vested1	(76,705	)	31.02		(76,624	)
Affiliate transfers, net	943		40.15		942
Nonvested at December 31, 2013	90,661		51.19		90,357		51.22

¹  Relates to performance shares that will be paid in 2014 as performance targets were met at December 31, 2013.

Restricted Stock Units

Restricted stock units were awarded to Edison International's and SCE's executives in March 2013, 2012 and 2011 and vest and become payable in January 2016, 2015 and 2014, 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-days vesting period.

The following is a summary of the status of Edison International's nonvested restricted stock units:

	Edison International				SCE
	Restricted Stock Units		Weighted-Average Grant Date Fair Value		Restricted Stock Units		Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2012	679,468		$	38.09	368,553		$	38.07
Granted	154,401		48.45		99,616		48.47
Forfeited	(38,343	)	42.15		(26,328	)	42.96
Vested	(255,837	)	34.17		(151,836	)	34.59
Affiliate transfers, net	—		—		2,834		38.10
Nonvested at December 31, 2013	539,689		42.70		292,839		42.98

The fair value for each restricted stock unit awarded is determined as the closing price of Edison International common stock on the grant date.

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Workforce Reductions

In 2012, 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. In addition, in June 2013, SCE announced plans to permanently retire San Onofre, which resulted in additional workforce reductions. See Note 9 for further information. Through December 31, 2013, SCE's share of estimated cash severance for these efforts totaled $213 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
Additions	101
Payments	(151		)
Balance at December 31, 2013	$	54

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

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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.

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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

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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.

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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 approximately $23 million per year 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
		December 31,
(in millions)		2013		2012		2013		2012
Stocks	—	$	656	$	978	$	2,208	$	2,271
Municipal bonds	2051	675		518		756		644
U.S. government and agency securities	2044	902		547		947		603
Corporate bonds	2054	208		324		241		410
Short-term investments and receivables/payables	One-year	329		116		342		120
Total		$	2,770	$	2,483	$	4,494	$	4,048

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 billion, $2.1 billion and $2.8 billion for the years ended December 31, 2013, 2012 and 2011, respectively. Unrealized holding gains, net of losses, were $1.7 billion and $1.6 billion at December 31, 2013 and 2012, respectively.

The following table sets forth a summary of changes in the fair value of the trusts:

	Years ended December 31,
(in millions)	2013			2012			2011
Balance at beginning of period	$	4,048		$	3,592		$	3,480
Gross realized gains	300			73			108
Gross realized losses	(32		)	(5		)	(17		)
Unrealized gains (losses), net	160			276			(7		)
Other-than-temporary impairments	(47		)	(36		)	(47		)
Interest, dividends, contributions and other	65			148			75
Balance at end of period	$	4,494		$	4,048		$	3,592

Due to regulatory mechanisms, earnings and realized gains and losses (including other-than-temporary impairments) have no impact on operating revenue or earnings.

Note 11.    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 2013 and 8.74% in 2012. 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-

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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.

Regulatory Assets

SCE's regulatory assets included on the consolidated balance sheets are:

	December 31,
(in millions)	2013		2012
Current:
Regulatory balancing accounts	$	484	$	502
Energy derivatives	54		70
Total current	538		572
Long-term:
Deferred income taxes, net	2,957		2,663
Pensions and other postretirement benefits	369		1,550
Energy derivatives	816		900
Unamortized investments, net	332		507
San Onofre	1,325		—
Unamortized loss on reacquired debt	222		228
Nuclear-related investment, net	34		141
Regulatory balancing accounts	818		73
Other	368		360
Total long-term	7,241		6,422
Total regulatory assets	$	7,779	$	6,994

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 10 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 45 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 include nuclear assets related to Palo Verde which are expected to be recovered by 2027 and 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 which 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% in 2013 and 8.74% in 2012, except for the Mohave generating station, which did not earn a rate of return in 2013 or 2012 and the legacy meters, which earned a rate of return of 6.46% in 2013 and 2012.

For information on regulatory assets related to San Onofre, see Note 9.

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 30 years.

SCE's 2013 nuclear-related investment include assets and accumulated depreciation related to the ARO for Palo Verde.

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Regulatory Liabilities

SCE's regulatory liabilities included on the consolidated balance sheets are:

	December 31,
(in millions)	2013		2012
Current:
Regulatory balancing accounts	$	724	$	484
Other	43		52
Total current	767		536
Long-term:
Costs of removal	2,780		2,731
Asset retirement obligations	1,071		1,385
Regulatory balancing accounts	1,132		1,091
Other	12		7
Total long-term	4,995		5,214
Total regulatory liabilities	$	5,762	$	5,750

SCE's regulatory liabilities related to costs of removal represent differences between asset removal costs recorded and amounts collected in rates for those costs.

The regulatory liability related to asset retirement obligations represents the nuclear decommissioning trust assets in excess of the related asset retirement obligations. The decrease in this regulatory liability resulted from a revision to the asset retirement obligations of San Onofre. For further information, see Note 1.

Regulatory Balancing Accounts

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 account	145			25
New system generation balancing account	132			(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	)

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Note 12.    Commitments and Contingencies

Third-Party Power Purchase Agreements

SCE enters into various agreements 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, 2013, SCE had 108 renewable energy contracts that were approved by the CPUC and met critical contract provisions which expire at various dates between 2014 and 2035.

• 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, 2013, SCE had 139 QF contracts which expire at various dates between 2014 and 2030.

• 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 32 combined heat and power contracts, 15 tolling arrangements, 4 power call options and 55 resource adequacy contracts. SCE's obligations under a portion of these agreements are limited to payments for the availability of such resources.

At December 31, 2013, 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
2014	$	796	$	312	$	1,033
2015	881		303		900
2016	936		245		701
2017	1,070		213		693
2018	1,091		170		571
Thereafter	17,806		186		1,992
Total future commitments	$	22,580	$	1,429	$	5,890

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 expected payments due under the contracts that are treated as operating and capital leases (these amounts are also included in the table above). The future expected 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
2014	$	1,273	$	33
2015	1,345		33
2016	1,271		33
2017	1,379		33
2018	1,272		33
Thereafter	17,616		356
Total future commitments	$	24,156	$	521
Amount representing executory costs			(118		)
Amount representing interest			(194		)
Net commitments			$	209

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Operating lease expense for these power purchase agreements was $1.5 billion in 2013, $1.3 billion in 2012 and $1.4 billion in 2011. 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, 2013 and 2012, SCE's net capital leases reflected in utility plant on the consolidated balance sheets were $209 million and $216 million, including accumulated amortization of $39 million and $33 million, respectively. SCE had $6 million and $6 million included in "Other current liabilities" and $203 million and $210 million included in "Other deferred credits and other liabilities," 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.

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
2014	$	76
2015	65
2016	52
2017	36
2018	30
Thereafter	194
Total future commitments	$	453

Operating lease expense for other leases (primarily related to vehicles, office space and other equipment) were $78 million in 2013, $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		Total
Other contractual obligations	$	123	$	105	$	85	$	66	$	160	$	612	$	1,151

Costs incurred for other commitments were $153 million in 2013, $249 million in 2012 and $281 million in 2011. SCE has fuel supply contracts which require payment only if the fuel is made available for purchase.

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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, SCE had accrued a liability of $33 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.

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.

San Onofre

SCE believes that the actions taken and costs incurred in connection with the San Onofre replacement steam generators and outages have been prudent. Accordingly, SCE considers its operating, capital, and market power costs recoverable through base rates and the ERRA balancing account (as reduced by the impairment recorded in 2013). 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. SCE will pursue recoveries arising from available agreements, but there is no assurance that SCE will recover all of its applicable costs pursuant to these arrangements. See Note 9 for further details.

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 submitted its Plan of Reorganization in December 2013 ("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. 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 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 not in accordance with fiduciary duties owed to EME and its creditors, that amending 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 for

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shared services, that Edison International and certain of its competitive subsidiaries are alter egos of, 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 was a violation of the automatic stay in the EME bankruptcy. Edison International has not been served with a complaint by EME, but if served would vigorously contest such allegations.

Edison International has filed claims against EME for payment of EME’s allocated or stand-alone pension and tax liabilities. On January 2, 2014, EME filed its objections 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 subject to the approval of 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 damage to SCE’s electric system and service outages for 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 investigation 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.

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 1985 – 1986 and 2007 – 2010, constituted plant “major modifications” and the plant's failure to obtain permits and install best available control technology ("BACT") violated the PSD 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 if such new regulations are adopted. 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, Edison International's recorded estimated minimum liability to remediate its 19 identified sites in which the upper end of the range of the costs is at least $1 million at SCE was $110 million, including $73 million related to San Onofre. In addition to these sites, SCE also has 39 immaterial sites for which the total minimum recorded liability was

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$4 million. Of the $114 million total environmental remediation liability for SCE, $110 million has been recorded as a 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 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 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 four years are expected to range from $6 million to $27 million. Costs incurred for years ended December 31, 2013, 2012 and 2011 were $8 million, $10 million and $16 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 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 San Onofre and Palo Verde have purchased the maximum private primary insurance available ($375 million). 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.

Based on its ownership interests, SCE could be required to pay a maximum of approximately $255 million per nuclear incident. However, it would have to pay no more than approximately $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 excess property damage and accidental outage insurance policies. At San Onofre and Palo Verde, property damage insurance covers losses up to $500 million, including decontamination costs. Decontamination liability and excess property damage coverage exceeding the primary $500 million also has been purchased in amounts greater than the federal requirement of a minimum of approximately $1.06 billion. 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 million per year. Insurance premiums are charged to operating expense.

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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 September 1, 2013, Edison International, renewed its liability insurance coverage, which included coverage for SCE's wildfire liabilities up to a $500 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 1, 2013 to May 31, 2014). SCE also has additional coverage for certain wildfire liabilities of $450 million, which applies when total covered wildfire claims exceed $550 million, through May 31, 2014. 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 the current license period.

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 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 share 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; 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 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. Additional legal action would be necessary to recover damages incurred after December 31, 2010. 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.    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, 2013, 2012 and 2011. 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.

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Preferred stock and preference stock is:

	Shares Outstanding	Redemption Price		December 31,
(in millions, except shares and per-share amounts)				2013			2012
Cumulative preferred stock
$25 par value:
4.08% Series	650,000	$	25.50	$	16		$	16
4.24% Series	1,200,000	25.80		30			30
4.32% Series	1,653,429	28.75		41			41
4.78% Series	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
6.50% Series D (cumulative)	1,250,000	100.00		125			125
6.25% Series E (cumulative)	350,000	1,000.00		350			350
5.625% Series F (cumulative)	190,004	2,500.00		475			475
5.10% Series G (cumulative)	160,004	2,500.00		400			—
SCE's preferred and preference stock				1,795			1,795
Less issuance costs				(42		)	(36		)
Edison International's preferred and preference stock of utility				$	1,753		$	1,759

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 and G preference stock, issued in 2012 and 2013, respectively, may be redeemed at par, in whole, but not in part, at any time prior to June 15, 2017 and March 15, 2018, respectively, if certain changes in tax or investment company laws occur. After June 15, 2017 and March 15, 2018, SCE may redeem the Series F and G shares, respectively, at par, in whole or in part. Shares of Series F and G preference stock were issued to SCE Trust I and SCE Trust II, 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, 2013 declared dividends related to SCE's preferred and preference stock were $30 million.

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Note 14.    Accumulated Other Comprehensive Loss

Included in the Edison International accumulated other comprehensive loss at December 31, 2011 was $34 million (net 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:

	Edison International							SCE
	Years ended December 31,
(in millions)	2013			2012				2013			2012
Beginning balance	$	(87	)	$	(100	)	1	$	(29	)	$	(24	)
Pension and PBOP – net loss:
Other comprehensive income (loss) before reclassifications	63			15				13			(9		)
Reclassified from accumulated other comprehensive income2	9			(2		)		3			4
Other	2			—				2			—
Change	74			13				18			(5		)
Ending balance	$	(13	)	$	(87	)		$	(11	)	$	(29	)

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.

Note 15.    Interest and Other Income and Other Expenses

Interest and other income and other expenses are as follows:

	Years ended December 31,
(in millions)	2013		2012		2011
SCE interest and other income:
Equity allowance for funds used during construction	$	72	$	96	$	96
Increase in cash surrender value of life insurance policies	30		27		26
Interest income	10		7		5
Other	10		14		13
Total SCE interest and other income	122		144		140
Edison International Parent and Other income	2		5		7
Total Edison International interest and other income	$	124	$	149	$	147
SCE other expenses:
Civic, political and related activities and donations	$	37	$	32	$	30
Penalties	20		—		—
Other	17		18		25
Total SCE other expenses	74		50		55
Edison International Parent and Other other expenses	—		2		—
Total Edison International other expenses	$	74	$	52	$	55

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.

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Note 16.    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 consolidated the earnings and losses of EME or its subsidiaries 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.

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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 pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the Settlement Agreement, is subject to the approval of the Bankruptcy Court, which is scheduled for consideration in March 2014.

Under the Amended Plan of Reorganization, EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax purposes. On the effective date 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 pay 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 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 expected to take up to approximately six months from the Effective Date. On 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 $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 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.

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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).

Note 17.    Supplemental Cash Flows Information

Supplemental cash flows information is:

	Edison International								SCE
	Years ended December 31,
(in millions)	2013		2012			2011			2013		2012			2011
Cash payments (receipts) for interest and taxes:
Interest, net of amounts capitalized	$	477	$	452		$	423		$	462	$	437		$	408
Tax payments (refunds), net	28		(165		)	(119		)	28		(279		)	(86		)
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		$	—	$	—		$	—
Preferred and preference stock	30		24			11			30		24			11

SCE's accrued capital expenditures at December 31, 2013, 2012 and 2011 were $661 million, $671 million and $685 million, respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.

Note 18.    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 credits at December 31, 2013 and 2012 of $120 million and $36 million, respectively, representing amounts that would become due and payable to Capistrano Wind Holdings upon utilization of net operating loss 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 awarded 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.

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Note 19.    Quarterly Financial Data (Unaudited)

Edison International's quarterly financial data is as follows:

	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, net	36		37		(25		)	12			12
Net income (loss) attributable to common shareholders	915		301		438			(94		)	271
Basic earnings (loss) per share:
Continuing operations	2.70		0.81		1.42			(0.33		)	0.79
Discontinued operations	0.11		0.11		(0.08		)	0.04			0.04
Total	2.81		0.92		1.34			(0.29		)	0.83
Diluted earnings (loss) per share:
Continuing operations	2.67		0.81		1.41			(0.33		)	0.78
Discontinued operations	0.11		0.11		(0.07		)	0.04			0.04
Total	2.78		0.92		1.34			(0.29		)	0.82
Dividends declared per share	1.3675		0.3550		0.3375			0.3375			0.3375
Common stock prices:
High	54.19		49.95		50.34			54.19			51.24
Low	44.26		44.97		44.26			44.86			44.92
Close	46.30		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) related to the permanent retirement of San Onofre Units 2 and 3.

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	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 income	2,285			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 operations	4.61			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 operations	4.55			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 share	1.3125			0.3375			0.325			0.325			0.325
Common stock prices:
High	47.96			47.96			46.94			46.55			44.50
Low	39.60			42.57			43.10			41.42			39.60
Close	45.19			45.19			45.69			46.20			42.51

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.

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 stock	900		258		477		(91		)	256
Common dividends declared	486		126		120		120			120

¹  During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

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	2012
(in millions)	Total		Fourth		Third		Second		First
Operating revenue	$	11,851	$	3,057	$	3,731	$	2,651	$	2,412
Operating income	2,279		792		659		430		397
Net income1, 2	1,660		858		388		214		201
Net income available for common stock	1,569		833		363		191		182
Common dividends declared	469		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.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on an evaluation of Edison International’s and SCE’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, Edison International’s and SCE’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’s and SCE’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’s and SCE’s management, including Edison International’s and SCE’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) 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. Edison International's internal control over financial reporting as of December 31, 2013 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’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’s or SCE's internal control over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, Edison International’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.

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PART III

ITEM 10.    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) of Regulation S-K. Other information responding to Item 10 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, 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. 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.

ITEM 11.    EXECUTIVE COMPENSATION

Information responding to Item 11 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 12 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.

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 holders	18,282,234	1	$40.22	22,959,002	2
Equity compensation plans not approved by security holders3	21,925		$37.65	—
Total	18,304,159		$40.22	22,959,002

¹  This amount includes 17,204,920 shares covered by outstanding stock options, 313,001 shares that could be delivered for outstanding performance share awards, 539,689 shares covered by outstanding restricted stock unit awards, and 224,624 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, 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

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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 13 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.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information responding to Item 14 will appear in the Joint Proxy Statement under the heading "Independent Registered Public Accounting Firm Fees," and is incorporated herein by this reference.

PART IV

ITEM 15.    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 on the Table of Contents of this report.

Reports of Independent Registered Public Accounting Firm

Schedule I – Condensed Financial Information of Edison International Parent

Schedule II – Valuation and Qualifying Accounts of Edison International and SCE

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.

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EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED BALANCE SHEETS

	December 31,
(in millions)	2013		2012
Assets:
Cash and cash equivalents	$	13	$	64
Other current assets	166		18
Total current assets	179		82
Investments in subsidiaries	10,328		9,903
Deferred income tax	559		555
Other long-term assets	615		414
Total assets	$	11,681	$	10,954
Liabilities and equity:
Accounts payable	$	3	$	105
Other current liabilities	629		184
Total current liabilities	632		289
Long-term debt	400		400
Other long-term liabilities	721		833
Total equity	9,928		9,432
Total liabilities and equity	$	11,681	$	10,954

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EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED STATEMENTS OF INCOME

For the Years Ended December 31, 2013, 2012 and 2011

(in millions, except per-share amounts)	2013			2012			2011
Operating revenue and other income	$	—		$	—		$	—
Operating expenses and interest expense	72			80			63
Loss before equity in earnings of subsidiaries	(72		)	(80		)	(63		)
Equity in earnings of subsidiaries	922			1,590			1,077
Income before income taxes	850			1,510			1,014
Income tax expense (benefit)	(29		)	7			(27		)
Income from continued operations	879			1,503			1,041
Income (loss) from discontinued operations, net of tax	36			(1,686		)	(1,078		)
Net income (loss) attributable to Edison International common shareholders	$	915		$	(183	)	$	(37	)
Weighted-average common stock outstanding	326			326			326
Basic earnings (loss) per share:
Continuing operations	$	2.70		$	4.61		$	3.20
Discontinued operations	0.11			(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 operations	0.11			(5.11		)	(3.28		)
Total	$	2.78		$	(0.56	)	$	(0.11	)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2013, 2012 and 2011

(in millions)	2013		2012			2011
Net income (loss)	$	915	$	(183	)	$	(37	)
Other comprehensive income (loss)	74		52			(63		)
Comprehensive income (loss)	$	989	$	(131	)	$	(100	)

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EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013, 2012 and 2011

(in millions)	2013			2012			2011
Net cash provided by operating activities	$	387		$	355		$	437
Cash flows from financing activities:
Payable due to consolidated affiliate	10			130			—
Short-term debt financing, net	33			(15		)	(9		)
Settlements of stock-based compensation, net	(6		)	(10		)	(5		)
Dividends paid	(440		)	(424		)	(417		)
Net cash used by financing activities	(403		)	(319		)	(431		)
Net cash provided (used) by investing activities:	(35		)	—			1
Net increase (decrease) in cash and cash equivalents	(51		)	36			7
Cash and cash equivalents, beginning of year	64			28			21
Cash and cash equivalents, end of year	$	13		$	64		$	28

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 Received

Edison International Parent received cash dividends from SCE of $486 million, $469 million and $461 million in 2013, 2012 and 2011, 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, 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 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.

129

The following table summarizes the status of the credit facility at December 31, 2013:

(in millions)
Commitment	$	1,250
Outstanding borrowings	(34		)
Amount available	$	1,216

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 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 to the deconsolidation of EME. See "Item 8. Notes to Consolidated Financial Statements—Note 7. Income Taxes," "—Note 12. Commitments and Contingencies" and "—Note 16. Discontinued Operations" for further information related to these bankruptcy proceedings.

Note 5. Contingencies

For a discussion of material contingencies see "Item 8. Notes to Consolidated Financial Statements—Note 7. Income Taxes," "—Note 12. Commitments and Contingencies" and "—Note 16. Discontinued Operations."

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EDISON INTERNATIONAL

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, 2013
Allowance for uncollectible accounts
Customers	$	46.6		$	36.0		$	—	$	30.4		$	52.2
All others	79.5			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 others	37.6			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 others	53.8			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.

131

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, 2013
Allowance for uncollectible accounts
Customers	$	46.6	$	36.0	$	—	$	30.4		$	52.2
All others	28.3		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 others	33.0		12.0		—		16.7			28.3
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 others	49.4		18.9		—		35.3		b	33.0
Total allowance for uncollectible accounts	$	85.5	$	49.9	$	—	$	60.4	a	$	75.0

^a  Accounts written off, net.

^b In 2010, SCE recorded a $23 million reserve against an uncollectible receivable related to contract termination negotiations, which was written off during 2011.

132

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. Clarke
	Mark C. Clarke Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)		Mark C. Clarke Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)
Date:	February 25, 2014	Date:	February 25, 2014

133

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*	President and Director (Southern California Edison Company)
B. Principal Financial Officers
W. James Scilacci*	Executive Vice President, Chief Financial Officer and Treasurer (Edison International)
Linda G. Sullivan*	Senior Vice President and Chief Financial Officer (Southern California Edison Company)
C. Principal Accounting Officers
Mark C. Clarke*	Vice President and Controller (Edison International and 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. Litzinger (SCE only)*	Director
Luis G. Nogales*	Director
Ronald L. Olson*	Director
Richard T. Schlosberg, III*	Director
Thomas C. Sutton*	Director
Ellen O. Tauscher*	Director
Peter J. Taylor*	Director
Brett White*	Director

*By:	/s/ Mark C. Clarke
	Mark C. Clarke Vice President and Controller (Attorney-in-fact)
Date:	February 25, 2014

134

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 (File No. 1-2313, filed as Exhibit 3.1 to Southern California Edison Company's Form 10-K for the year ended December 31 2005)*
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**	Director Deferred Compensation Plan as amended December 31, 2008 (File No. 1-9936, filed as Exhibit No. 10.4 to Edison International's Form 10-K for the year ended December 31, 2008)*
10.2**	2008 Director Deferred Compensation Plan, as amended and restated effective October 25, 2012 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended September 30, 2012)*
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**	Executive Deferred Compensation Plan, as amended and restated effective December 31, 2008
10.5**	2008 Executive Deferred Compensation Plan, as amended and restated effective October 23, 2013
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**	Executive Supplemental Benefit Program, as amended effective December 31, 2008
10.8**	Executive Retirement Plan, as restated effective December 31, 2008
10.8.1**	2008 Executive Retirement Plan, as amended and restated effective December 11, 2013
10.9**	Edison International Executive Incentive Compensation Plan, as amended and restated effective October 23, 2013
10.10**	2008 Executive Disability Plan, as amended and restated effective October 23, 2013

135

Exhibit Number	Description
10.11**	2008 Executive Survivor Benefit Plan, as amended and restated effective December 11, 2013
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 10.1 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**	Terms and conditions for 2003 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, 2003)*
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)*

136

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**	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)*
10.19**	2008 Executive Severance Plan, as amended and restated effective October 23, 2013
10.20**	Edison International and Southern California Edison Company Director Compensation Schedule, as adopted June 20, 2013 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended June 30, 2013)*
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)*
10.24	Transaction 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)*
10.25	Notice 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**	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**	Edison International 2013 Executive Annual Incentive Program (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended March 31, 2013)*
10.28**	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**	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
10.29	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)*
10.29.1	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)*
10.30	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)*
10.30.1	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)*
10.31	Settlement Agreement dated as of February 18, 2014, by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein (File 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated February 18, 2014 and filed February 19, 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, filed on February 25, 2014, 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, filed on February 25, 2014, 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.

138

EX-10.4

Exhibit 10.4

EDISON INTERNATIONAL

EXECUTIVE DEFERRED COMPENSATION PLAN

(Composite Plan Document)

As Amended and Restated Effective

December 31, 2008

EXECUTIVE DEFERRED COMPENSATION PLANTABLE OF CONTENTS

SectionTitlePage

PREAMBLE		1
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 PARTICIPATION		7
	2.1 Commencement	7
	2.2 Annual Deferral	7
	2.3 Continuation of Participation	7
ARTICLE 3 EMPLOYEE DEFERRALS		7
	3.1 Participation Election	7
	3.2 Alternative Exercise of Qualifying Awards	8
	3.3 Deferral of Special Awards	9
	3.4 [Intentionally blank]	9
	3.5 Excess SSPP	9
	3.6 Vesting	9
ARTICLE 4 MATCHING CREDITS		9
	4.1 Amount	9
	4.2 Vesting	9
ARTICLE 5 DEFERRAL ACCOUNTS		10
	5.1 Deferral Accounts	10
	5.2 Timing of Credits	10
ARTICLE 6 RETIREMENT BENEFITS		10
	6.1 Amount	10
	6.2 Form of Retirement Benefits	11
	6.3 Commencement of Benefits	11
	6.4 Small Benefit Exception	11
	6.5 Severance Benefit	11
ARTICLE 7 TERMINATION BENEFITS		12
	7.1 Amount	12
	7.2 Form of Termination Benefits	12
ARTICLE 8 SURVIVOR BENEFITS		12
	8.1 Pre-Retirement Survivor Benefit	12

i

EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS (cont.)

SectionTitlePage

	8.2 Post-Retirement Survivor Benefit	12
	8.3 Post-Termination Survivor Benefit	13
	8.4 Changing Form of Benefit	13
	8.5 Small Benefit Exception	13
ARTICLE 9 DISABILITY		13
ARTICLE 10 CHANGE OF CONTROL		13
ARTICLE 11 SCHEDULED AND UNSCHEDULED WITHDRAWALS		14
	11.1 Scheduled Withdrawals	14
	11.2 Unscheduled Withdrawals	14
ARTICLE 12 CONDITIONS RELATED TO BENEFITS		15
	12.1 Nonassignability	15
	12.2 Financial Hardship Distribution	15
	12.3 No Right to Assets	15
	12.4 Protective Provisions	16
	12.5 Withholding	16
ARTICLE 13 PLAN ADMINISTRATION		16
ARTICLE 14 BENEFICIARY DESIGNATION		17
ARTICLE 15 AMENDMENT OR TERMINATION OF PLAN		17
	15.1 Amendment of Plan	17
	15.2 Termination of Plan	17
	15.3 Amendment or Termination After Change of Control	18
	15.4 Exercise of Power to Amend or Terminate	18
	15.5 Constructive Receipt Termination	18
	ARTICLE 16 CLAIMS AND REVIEW PROCEDURES	18
	16.1 Claims Procedure for Claims other than for Vesting due to Disability	18
	16.2 Claims Procedure for Claims due to Disability	19
	16.3 Dispute Arbitration	20
ARTICLE 17 MISCELLANEOUS		22
	17.1 Successors	22
	17.2 ERISA Plan	22

ii

EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS (cont.)

SectionTitlePage

17.3 Trust	22
17.4 Employment Not Guaranteed	22
17.5 Gender, Singular and Plural	22
17.6 Captions	22
17.7 Validity	22
17.8 Waiver of Breach	22
17.9 Applicable Law	23
17.10 Notice	23

iii

EDISON INTERNATIONAL

EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended and Restated Effective December 31, 2008

PREAMBLE

Plan benefits are available to eligible executives and key management employees of Edison International and its participating affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the Employer under the terms and conditions set forth herein. Except as otherwise provided herein, by electing to defer compensation under the Edison International Executive Deferred Compensation Plan, Participants consent to Edison International sponsorship of the Plan, but acknowledge that Edison International is not a guarantor of the benefit obligations of other participating affiliates. Except as otherwise provided herein, each participating Edison International affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own executives and key management employees subject to the terms and conditions set forth herein.

This Plan is hereby amended and restated to reflect that it only applies to deferrals of compensation that were earned and vested prior to January 1, 2005 in accordance with the provisions of Section 3.6 and 4.2 hereof. This amendment and restatement also includes provisions that were set forth in the Edison International Severance Plan as of October 3, 2004 but that applied to this Plan and are thus not material modifications of the Plan that would cause it to be subject to Section 409A of the Internal Revenue Code of 1986, as amended.

ARTICLE 1
DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.

Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its executives in the Plan.

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

Alternative Exercise means the exercise of all or a portion of a Qualifying Award in exchange for an amount equal to the gain that would otherwise have been realized by the Participant being credited under this Plan.

Alternative Exercise Agreement means an agreement entered into between EIX and an Eligible Employee in accordance with Article 2 pursuant to which the Eligible Employee elects to defer under this Plan the gain resulting from any subsequent exercise of the Qualifying Award.

Annual Deferral means the amount of Compensation which the Participant elects to defer for a calendar year pursuant to Articles 2 and 3 of the Plan.

Base Salary means the Participant's annual basic rate of pay from the Employer (excluding Bonus, special awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Plan or the SSPP.

Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended.

Beneficiary means the person or persons or entity designated as such in accordance with Article 14 of the Plan.

Board means the Board of Directors of the Company.

Bonus means the amount paid in cash to the Participant by the Employer in the form of an annual incentive award before reductions for deferrals under the Plan.

Cause means the occurrence of either or both of the following:

(1) The Participant’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or

(2) The willful engaging by the Participant in misconduct that is:

(i) if the event giving rise to the termination of the Participant’s employment does not occur during a Protected Period, in violation of the Company’s and/or the Participant’s Severance Employer’s policies and practices applicable to the Participant from time to time; or

(ii) if the event giving rise to the termination of the Participant’s employment occurs during a Protected Period, that would have resulted in the termination of the Participant’s employment by the Company or the Participant’s Severance Employer under the Company’s and/or the Participant’s Severance Employer’s policies and practices applicable to the Participant in effect immediately prior to the start of the Protected Period. However, no act or failure to act, on the Participant’s part, shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or

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EIX Executive Deferred Compensation Plan
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omission was in the best interest of the Company and his or her Severance Employer.

Change of Control means either: (i) the dissolution or liquidation of EIX or an Employer; (ii) a reorganization, merger or consolidation of EIX or an Employer with one or more corporations as a result of which EIX or an Employer is not the surviving corporation; (iii) approval by the stockholders of EIX or an Employer of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of EIX or an Employer; (iv) approval by the stockholders of EIX or an Employer of any merger or consolidation of EIX or an Employer, in which the holders of voting stock of EIX or an Employer immediately before the merger or consolidation will not own 50% or more of the outstanding voting shares of the continuing or surviving corporation immediately after the merger or consolidation; or (v) a change of at least 51% (rounded to the next whole person) in the membership of the Board of Directors of EIX or an Employer within a 24-month period, unless the election or nomination for election by stockholders of each new director within the period was approved by the vote of at least 85% (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twenty-four-month period, except that any replacement of directors who are employees of EIX or an Employer, with other employees of EIX or an Employer, will be disregarded and not be considered a change in membership. Notwithstanding the foregoing, any reorganization, merger or consolidation of an Employer with EIX or another Employer will be disregarded and not be considered a Change of Control. Notwithstanding the foregoing, for purposes of the definition of Protected Period, “Change of Control” means any one or more of the following:

(1) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Company affiliate) becomes the Beneficial Owner, directly or indirectly, or securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities. For purposes of this clause, “Person” (or “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from the Company with a view towards distribution;

(2) On any day after January 1, 2001 (the “Measurement Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:

(i) was a member of the Board on the applicable Initial Date (an “Initial Director”); or

(ii) was elected to the Board, or was nominated for election by the Company’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.

A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by the Company’s shareholders, was approved by a vote of at

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EIX Executive Deferred Compensation Plan
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least two-thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the date that is two years before the Measurement Date.

(3) The Company is liquidated; all or substantially all of the Company’s assets are sold in one or a series of related transactions; or the Company is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company (or a surviving entity) outstanding immediately after such merger, consolidation, or reorganization. Notwithstanding the foregoing, a bankruptcy of the Company or a sale or spin-off of a Company subsidiary (short of a dissolution of the Company or a liquidation of substantially all of the Company’s assets, determined on an aggregate basis) will not constitute a Change of Control of the Company.

(4) The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change of Control for purposes of this Plan.

Code means the Internal Revenue Code of 1986, as amended.

Company means Edison International, or any successor thereto.

Compensation means the sum of the Participant's Base Salary and Bonus for a calendar year before deferral under this Plan or the SSPP.

Crediting Rate means the rate at which interest will be credited to Participant Deferral Accounts. The rate will be determined annually in advance of the calendar year and will be equal to the average annual Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the five years preceding November 1st of the prior year. EIX reserves the right to prospectively change the Crediting Rate.

Deferral Account means the notional account established for record keeping purposes for a Participant pursuant to Article 5 of the Plan.

Deferral Period means the calendar year covered by a valid Participation Election previously submitted by a Participant, or in the case of a newly eligible Participant, the balance of the calendar year following the date of the Participation Election.

Disability means the permanent and total disability of the Participant as determined by the Employer except that for purposes of Sections 3.6, 4.2(ii) and 6.5, “Disability” means the Participant’s eligibility for benefits under his or her Severance Employer’s long-term disability plan applicable to the Participant, as determined by the Severance Employer.

EIX means Edison International.

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EIX Executive Deferred Compensation Plan
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Eligible Employee means a key employee of an Affiliate, who (i) is a U.S. employee or an expatriate who is based and paid in the U.S., (ii) is designated by the Administrator as eligible to participate in the Plan (subject to the restriction in Sections 10.2 and 12.2 of the Plan), and (iii) qualifies as a member of the "select group of management or highly compensated employees" under ERISA.

Employer means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Termination of Employment (or, as to any distribution of any benefit under the Plan prior to the Participant’s Termination of Employment, the Affiliate employing the Participant at the time of such distribution).

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Excess SSPP shall mean the amount of Base Salary deferred under Section 3.5 of the Plan.

Financial Hardship means an unexpected and unforeseen financial disruption arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence as determined by the Administrator or its designee. Needs arising from foreseeable events such as the purchase of a residence or education expenses for children will not, alone, be considered a Financial Hardship.

Matching Credit means the credit added to the Participant's Deferral Account under Article 4.

Matching Base means (i) the amount of the Primary Salary Deferral or (ii) the difference between the Participant’s Base Salary and the Code Section 401(a)(17) compensation limit, or (iii) the difference between the Participant’s Base Salary and the Code 402(g) limitation divided by 0.06, whichever is greater.

Participant means an Eligible Employee who has elected to participate and has completed a Participation Election or Alternative Exercise Agreement pursuant to Article 2 of the Plan.

Participation Election means the Participant's written election to defer Compensation under the Plan submitted on the form prescribed by the Administrator for that purpose.

Person shall have the meaning ascribed to such term in Section 3(a)(9) of the United States Securities Exchange Act of 1934, as amended, and used in Section 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and 14(d)(2) thereof.

Plan means the EIX Executive Deferred Compensation Plan.

Primary Salary Deferral means the amount deferred from Base Salary that is not Excess SSPP. The Primary Salary Deferral is subtracted from Base Salary before SSPP Contributions and Excess SSPP deferrals are calculated.

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EIX Executive Deferred Compensation Plan
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Protected Period means the period related to a Change of Control that is deemed to commence on the date that is six months before the date of the actual Change of Control and end on the date that is two years after the Change in Control.

Qualifying Award means an award granted to an Eligible Employee under the EIX Management Long-Term Incentive Compensation Plan, the EIX Officer Long-Term Incentive Compensation Plan or the EIX Equity Compensation Plan, other than an EIX nonqualified stock option, and evidenced in writing that provides (or is amended to provide) that the award may be Alternatively Exercised under this Plan; provided, however, that an award will not be a Qualifying Award if it will expire, by its terms, before the end of the six-month period commencing with the date that the Alternative Exercise Agreement is submitted to and received by the Administrator.

Retirement means a separation from service under terms constituting a retirement for purposes of the nonqualified executive retirement plan covering the Participant.

Scheduled Withdrawal means a distribution of all or a portion of the vested amount of deferrals and earnings credited to the Participant's Deferral Account as elected by the Participant pursuant to the provisions of Article 11 of the Plan.

Severance Employer means the Company or any affiliated business of the Company that has adopted this Plan with the written consent of the Company, including but not limited to Southern California Edison, Edison Capital, Edison Mission Energy or Edison O&M (or any such entity’s successor). As the context may require, a Participant’s Severance Employer means the Severance Employer that employs or last employed the Participant.

Severance Plan Benefit Election means a special election under Section 6.5.

SSPP means the Southern California Edison Company Stock Savings Plus Plan as amended from time-to-time.

Termination Date means the last day that the Participant is actually employed by a Severance Employer in connection with the event that entitles the Participant to severance benefits.

Termination for Cause means the Termination of Employment of the Participant upon willful failure by the Participant to substantially perform his or her duties for the Employer or the willful engaging by the Participant in conduct which is injurious to the Employer, monetarily or otherwise.

Termination of Employment means the voluntary or involuntary cessation of the Participant's employment with the Employer for any reason other than death or Retirement. Termination of Employment will not be deemed to have occurred for purposes of this Plan if the Participant is reemployed by an Affiliate within 30 days of ceasing work with the Employer.

Unscheduled Withdrawal means a distribution of all or a portion of the vested amount and earnings credited to the Participant's Deferral Account as requested by the Participant pursuant to the provisions of Article 11 of the Plan.

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EIX Executive Deferred Compensation Plan
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Valuation Date means the last day of the month in which Termination of Employment, Retirement, or death occurs, or the day before a Scheduled Withdrawal or Unscheduled Withdrawal occurs.

Vesting means the Participant's right to receive any amount deferred, Matching Credits, and/or earnings thereon as provided in Article 4.

ARTICLE 2
PARTICIPATION

2.1 Commencement

(a)    Salary and Bonus. AnEligible Employee will become a Participant in the Plan on the first day of the calendar year or the first day of the pay period coincident with or next following the date the employee became an Eligible Employee, provided the Eligible Employee has submitted to the Administrator a Participation Election prior to that date. Except for employees who become newly eligible during the calendar year, the Participation Election must be submitted to the Administrator during the enrollment period designated by the Administrator which will always be prior to the commencement of the calendar year.

(b)    Qualifying Awards. AnEligible Employee may also become a Participant in the Plan by electing to alternatively exercise all or a portion of a Qualifying Award as provided in Section 3.2.

2.2 Annual Deferral

Subject to the restrictions in Article 3, the Eligible Employee will designate his or her Annual Deferral for the covered calendar year on the Participation Election.

2.3 Continuation of Participation

A Participant may not elect to defer Compensation under the Plan unless the Participant is an Eligible Employee for the calendar year for which the election is made. Once a Deferral Account balance has been established, the individual will continue as a Participant in the Plan until the Participant no longer has a Deferral Account balance under the Plan. In the event a Participant is later employed by an affiliated company that does not participate in the Plan, the Participant's Annual Deferral will cease, and the Participant's Deferral Account will remain in effect until such time as the benefits are distributed as elected on the Participant’s last valid Participation Election or Alternative Exercise Agreement.

ARTICLE 3
EMPLOYEE DEFERRALS

3.1 Participation Election

(a)    Annual Deferral. Eligible Employees may elect to make an Annual Deferral under the Plan by submitting a Participation Election during the applicable enrollment period.

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EIX Executive Deferred Compensation Plan
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The Participant may designate a specified amount or a percentage of Base Salary to be deferred as a Primary Salary Deferral. The Participant may designate a specified amount, a percentage, or a whole percentage in excess of a specified amount of Bonus to be deferred. The Participant may also designate a percentage rate, up to the maximum deferral rate permitted under the SSPP, at which to defer additional amounts of Base Salary as Excess SSPP once the limits of SSPP contributions are reached as provided in Section 3.5. Once made, this Participation Election will continue to apply for subsequent Deferral Periods unless the Participant submits a new Participation Election form during a subsequent enrollment period changing the deferral amount or revoking the existing election. A Participation Election may be revoked by the Participant upon 30 days written notice to the Administrator; however, such Participant will be ineligible to make an Annual Deferral under the Plan for the following calendar year.

(b)Minimum Annual Deferral. The minimum amount of Base Salary that may be designated as Primary Salary Deferral is $2,000. The minimum amount of Bonus that may be designated for deferral is $2,000. There is no minimum percentage.

(c)    Maximum Annual Deferral. The maximum Primary Salary Deferral from Base Salary for a calendar year is 75% of Base Salary. The maximum deferral from Bonus for a calendar year is 100% of the Bonus.

3.2 Alternative Exercise of Qualifying Awards

(a)    Form of Agreement. Eligible Employees may elect to defer gains on future exercises of Qualified Awards by completing and executing an Alternative Exercise Agreement and submitting it to the Administrator. Such an election is irrevocable. The Alternative Exercise Agreement must specify the portion of the Qualifying Award that the Participant will alternatively exercise under this Plan. Acting through any of its officers, EIX will execute the Alternative Exercise Agreement and return a copy to the Participant. Subject to the limitations of Section 3.2(b), the Qualifying Award may be exercised by submitting a notice of Alternative Exercise on the form approved by the Administrator for that purpose.

(b)    Limited Ability to Exercise Qualifying Award. Any Qualifying Award (or portion thereof) which is subject to an Alternative Exercise Agreement may not be exercised at all during the six‑month period following the date the Administrator receives the Participant's Alternative Exercise Agreement. Upon any exercise thereafter, gains will be credited as provided under Section 5.2(c). The Qualifying Award remains subject to all applicable limitations as to the time or times during which it may be exercised as provided in the terms and conditions of the Qualifying Award.

(c)    Termination of Alternative Exercise Agreements. If, prior to the end of the six-month period described above, (i) a Participant’s employment with the Company (including any Subsidiary) is terminated, or (ii) unless the Committee otherwise provides, a Change of Control event occurs, the Participant's Alternative Exercise Agreement will terminate and the related Qualifying Award may then be exercised in accordance with the terms and conditions of the Qualifying Award without regard to the Alternative Exercise provisions.

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EIX Executive Deferred Compensation Plan
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(d)    Other Terms of Alternative Exercise Agreements. No Alternative Exercise Agreement will have the effect of extending the term or otherwise changing the terms of any Qualifying Award (except as expressly contemplated hereby in respect of the consequences of exercise). No Alternative Exercise Agreement may be amended or terminated except as specifically provided herein.

3.3 Deferral of Special Awards

At the discretion of the Employer, up to 100% of any special award made to an Employee for employment, retention, recognition, achievement, retirement, or severance may be deferred under this Plan subject to any additional terms and conditions the Employer may impose.

3.4 [Intentionally blank]

3.5 Excess SSPP

Notwithstanding the above maximum deferral limits, the Participant may elect to defer the receipt of additional amounts of Base Salary calculated by the Administrator that would have been contributed to the SSPP but for the limits upon SSPP contributions and benefits established by Sections 401(a)(17), 402(g) and 415 of the Code. Such amounts will be credited to the Participant's Deferral Account.

3.6 Vesting

The Participant's right to receive Compensation deferred under this Article 3 and any earnings thereon will be 100% vested at all times. Notwithstanding the foregoing, any special award deferred under Section 3.3 and any earnings thereon may be subject to vesting terms.

ARTICLE 4
MATCHING CREDITS

4.1 Amount

Matching Credits will be added by the Employer to the Participant's Deferral Account under this Plan equal to (i) one-half of the amount of Base Salary deferred under the Plan up to a maximum base salary Matching Credit equal to 3% of the Participant’s Matching Base, plus (ii) one-half of the amount of Bonus deferred under the Plan up to a maximum bonus Matching Credit equal to 3% of the Bonus.

4.2 Vesting

The Participant's Matching Credits and earnings thereon for any calendar year will vest (i) when the Participant has completed five years of service with an Affiliate; or (ii) upon the death, Retirement or Disability of the Participant.

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EIX Executive Deferred Compensation Plan
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ARTICLE 5
DEFERRAL ACCOUNTS

5.1 Deferral Accounts

Solely for record keeping purposes, the Administrator will maintain a Deferral Account for each Participant with such subaccounts as the Administrator or its record keeper find necessary or convenient in the administration of the Plan.

5.2 Timing of Credits

(a)    Annual Deferrals. The Administrator will credit to the Deferral Account the Annual Deferrals under Article 3 at the time the deferrals would otherwise have been paid to the Participant but for the Participation Election.

(b)    Matching Credits. Until vested, Matching Credits under Article 4 will be conditionally credited to the Deferral Account at the same time the related deferrals are credited to the Deferral Account.

(c)    Qualifying Award Gains. As of the Alternative Exercise date of a Qualifying Award, a Participant’s Deferral Account will be credited with an amount equal to the gain that would have been realized by the Participant had the Qualifying Award been exercised without regard to the Alternative Exercise Agreement.

(d)    Interest Crediting Dates. The Administrator will credit interest at the Crediting Rate to the Participant's Deferral Account on a daily basis, compounded annually.

(e)    Statement of Accounts. The Administrator will periodically provide to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 6
RETIREMENT BENEFITS

6.1 Amount

Upon Retirement, the Employer will pay to the Participant a retirement benefit in the form provided in Section 6.2, based on the balance of the Deferral Account as of the Valuation Date in accordance with the Participant’s prior elections. If paid as a lump sum, the retirement benefit will be equal to the Deferral Account balance. If paid in installments, the installments will be paid in amounts that will amortize the Deferral Account balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Deferral Account will be valued as of December 31 each year, and the subsequent installments will be adjusted for the next calendar year according to procedures established by the Administrator.

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EIX Executive Deferred Compensation Plan
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6.2 Form of Retirement Benefits

The Participant may elect on the Participation Election and the Alternative Exercise Agreement to have the retirement benefit paid:

(i) In a lump sum,

(ii) In installments paid monthly over a period of 60, 120, or 180 months, or

(iii) In a lump sum of a portion of the Deferral Account upon Retirement with the balance in installments paid monthly over a period of 60, 120, or 180 months.

If no valid election is made, the Administrator will pay the retirement benefit in installments over a 180-month period. Participants may change the form of payout by written election filed with the Administrator; provided, however, that if the Participant files the election less than 13 months prior to the date of Retirement, the payout election in effect 13 months prior to the date of Retirement will govern.

6.3 Commencement of Benefits

Payments will commence within 60 days after the date of Retirement.

6.4 Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:

(i) pay the benefits in a single lump sum if the sum of all benefits payable to the Participant is less than or equal to $3,500.00, or

(ii) reduce the number of installments elected by the Participant to 120 or 60 if necessary to produce a monthly benefit of at least $300.00.

6.5 Severance Benefit

Notwithstanding anything herein to the contrary, if a Participant is terminated by the Severance Employer without Cause (and other than due to the Participant’s Disability), the Participant may, on such form and in such manner as EIX may prescribe, make a Severance Plan Benefit Election:

(a) to commence payment of his or her benefits as soon as administratively practicable following his or her Termination Date or as soon as administratively practicable following the later of his or her Termination Date or his or her attainment of age 55 and

(b) to specify the form of payment from among those otherwise available under the Plan for a termination due to retirement or resignation. The Participant’s special Severance Plan Benefit Election shall be effective only if the Participant’s account balance is at least $50,000 on the Participant’s Termination Date and only if such election is received by EIX at least 90 days before the Participant’s Termination Date. If the Participant does not timely make a valid Severance Plan Benefit Election, or if the Participant’s account balance is less than $50,000 on the Participant’s Termination Date, then the Participant’s benefit (if any) will be paid as soon as practicable following the

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EIX Executive Deferred Compensation Plan
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Participant’s Termination Date in the form of a lump sum or three annual installments in accordance with the provisions of the Plan and the Participant’s prior election (if any). In any case, the Participant’s unpaid account balance will be credited with interest following his or her Termination Date at the same rate that is applicable to active employees’ accounts.

ARTICLE 7
TERMINATION BENEFITS

7.1 Amount

No later than 60 days after Termination of Employment, the Administrator will pay to the Participant a termination benefit equal to the vested balance of the Deferral Account as of the Valuation Date, or will commence installments, as provided in Section 7.2.

7.2 Form of Termination Benefits

The Administrator will pay the termination benefits in a single lump sum unless the Participant has previously elected payment to be made in three annual installments. Installments paid under this Section 7.2 will include interest at the Crediting Rate and will be redetermined annually to reflect adjustments in that rate. Notwithstanding the foregoing, any Termination for Cause will result in an immediate lump sum payout.

ARTICLE 8
SURVIVOR BENEFITS

8.1 Pre-Retirement Survivor Benefit

If the Participant dies while actively employed by an Affiliate, the Administrator will pay a lump sum or commence monthly installments in accordance with the Participant’s prior election within 60 days after the Participant's death. The payment(s) will be based on the Participant's Deferral Account balance as of the Valuation Date; provided however, that if the Participant’s death occurs within ten years of (i) the date he or she first became an Eligible Employee, or (ii) January 1, 1995, whichever is later, then the Beneficiary’s payment(s) will be based on twice the Participant’s Deferral Account balance as of the Valuation Date. Notwithstanding the foregoing, the portion of the Deferral Account balance attributable to Alternative Exercises of Qualifying Awards and related earnings will not be doubled.

8.2 Post-Retirement Survivor Benefit

If the Participant dies after Retirement, the Administrator will pay to the Participant's Beneficiary an amount equal to the remaining benefits payable to the Participant under the Plan over the same period the benefits would have been paid to the Participant; provided however, if the Participant’s death occurs within ten years of (i) the date he or she first became an Eligible Employee, or (ii) January 1, 1995, whichever is later, then the Beneficiary’s death benefit will be based on twice the Participant’s Deferral Account balance as of the Valuation Date. Notwithstanding the foregoing, the portion of the

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EIX Executive Deferred Compensation Plan
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Deferral Account balance attributable to Alternative Exercises of Qualifying Awards and related earnings will not be doubled.

8.3 Post-Termination Survivor Benefit

It the Participant dies following Termination of Employment, but prior to the payment of all benefits under the Plan, the Beneficiary will be paid the remaining balance in the Participant’s account in a lump sum. No double benefit will apply.

8.4 Changing Form of Benefit

Beneficiaries may petition the Administrator once, and only after the death of the Participant, for a change in the form of survivor benefits. The Administrator may, in its sole and absolute discretion, choose to grant or deny such a petition.

8.5 Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:

(i) pay the benefits in a single lump sum if the sum of all benefits payable to the Beneficiary is less than or equal to $3,500.00, or

(ii) reduce the number of installments elected by the Participant to 120 or 60 if necessary to produce a monthly benefit of at least $300.00.

ARTICLE 9
DISABILITY

Upon determination that a Participant has suffered a Disability, deferrals under the Plan will cease. The Administrator will pay Plan benefits upon the Participant’s Retirement or death according to the Participant's prior election.

ARTICLE 10
CHANGE OF CONTROL

Within two years after a Change of Control, any Participant or Beneficiary in the case of an EIX Change of Control, or the affected Participants or Beneficiaries in the case of an Employer Change of Control, may elect to receive a distribution of the balance of the Deferral Account. There will be a penalty deducted from the Deferral Account prior to distribution pursuant to this Article 10 equal to 5% of the total balance of the Deferral Account (instead of the 10% reduction otherwise provided for in Section 11.2). If a Participant elects such a withdrawal, any on-going Annual Deferral will cease, and the Participant may not again be designated as an Eligible Employee until one entire calendar year following the calendar year in which the withdrawal was made has elapsed.

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EIX Executive Deferred Compensation Plan
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ARTICLE 11
SCHEDULED AND UNSCHEDULED WITHDRAWALS

11.1 Scheduled Withdrawals

(a)    Election. When submitting a Participation Election or an Alternative Exercise Agreement, a Participant may elect to receive a distribution of a specific dollar amount or a percentage of the Annual Deferral or Qualifying Award gain deferral that will subsequently be made at a specified year in the future when the Participant will still be an active employee. In the case of Annual Deferrals, the election must be made on an In-Service Distribution Election Form and submitted concurrently with the Participation Election. In the case of Qualifying Awards, the election must be made on the Alternative Exercise Agreement at the time it is initially submitted to the Administrator. The election of a Scheduled Withdrawal will only apply to the Annual Deferral, Matching Credits and related earnings for that Deferral Period, or the Qualified Award gain specified on the Alternative Exercise Agreement and related earnings.

(b)    Timing and Form of Withdrawal. The year specified for the Scheduled Withdrawal may not be sooner than the second calendar year following the calendar year in which the deferral occurs, or in the case of Alternative Exercise Agreement, no sooner than the second calendar year following the calendar year in which the Qualifying Award is Alternatively Exercised. The Participant will receive a lump sum distribution of the amount elected on January 1st of the calendar year specified. Any Scheduled Withdrawal election will be superseded by distributions due to the Retirement, Termination of Employment or death of the Participant.

(c)    Remaining Deferral Account. The remainder, if any, of the Participant's Deferral Account following payment of a Scheduled Withdrawal will continue in effect and will be distributed in the future according to the terms of the Plan and the Participant’s elections.

11.2 Unscheduled Withdrawals

(a)    Election. A Participant (or Beneficiary if the Participant is deceased) may request in writing to the Administrator an Unscheduled Withdrawal of all or a portion of the entire vested amount credited to the Participant's Deferral Account, including earnings, which will be paid within 30 days in a single lump sum; provided, however, that (i) the minimum withdrawal will be 25% of the Deferral Account balance, (ii) an election to withdraw 75% or more of the balance will be deemed to be an election to withdraw the entire balance, and (iii) such an election may be made only once in a calendar year.

(b)    Withdrawal Penalty. There will be a penalty deducted from the Deferral Account prior to an Unscheduled Withdrawal equal to 10% of the Unscheduled Withdrawal. If a Participant elects such a withdrawal, any on-going Annual Deferral will cease, and the Participant may not again be designated as an Eligible Employee until one entire calendar year following the calendar year in which the withdrawal was made has elapsed.

(c)    Small Benefit Exception. Notwithstanding any of the foregoing, if the sum of all benefits payable to the Participant or Beneficiary who has requested the Unscheduled

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EIX Executive Deferred Compensation Plan
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Withdrawal is less than or equal to $3,500.00, the Administrator may, in its sole discretion, elect to pay out the entire Deferral Account (reduced by the 10% penalty) in a single lump sum.

ARTICLE 12
CONDITIONS RELATED TO BENEFITS

12.1 Nonassignability

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Participant or other claimants and from all orders, decrees, levies, garnishment or executions against any Participant to the fullest extent allowed by law. Notwithstanding the foregoing, the benefit payable to a Participant may be assigned in full or in part, pursuant to a domestic relations order of a court of competent jurisdiction.

12.2 Financial Hardship Distribution

A Participant may submit a hardship distribution request to the Administrator in writing setting forth the reasons for the request. The Administrator (or its delegate) will have the sole authority to approve or deny such requests. Upon a finding that the Participant or the Beneficiary has suffered a Financial Hardship, the Administrator (or its delegate) may in its discretion, permit the Participant to cease any on-going deferrals and accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Financial Hardship. If a distribution is to be made to a Participant on account of Financial Hardship, the Participant may not make deferrals under the Plan until one entire calendar year following the calendar year in which a distribution based on Financial Hardship was made has elapsed.

12.3 No Right to Assets

A Participant’s benefits paid under the Plan will be paid from the general funds of the Employer, and the Participant and any Beneficiary will be no more than unsecured general creditors of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. The Participant will have no claim to benefits from any other Affiliate. Each Affiliate is responsible for payment of the accrued benefits the Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election

15

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

by EIX under this Section 12.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 12.3 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of compensation that would otherwise be paid by the Affiliate but which has been deferred and is or becomes a Plan benefit obligation of EIX or other Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis.

12.4 Protective Provisions

The Participant will cooperate with the Administrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents to insure or taking such other actions as may be requested by the Administrator. If the Participant refuses to cooperate, the Administrator and the Employer will have no further obligation to the Participant under the Plan.

12.5 Withholding

The Participant or the Beneficiary will make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the payment of benefits under the Plan. If no other arrangements are made, the Administrator may provide, at its discretion, for such withholding and tax payments as may be required.

ARTICLE 13PLAN ADMINISTRATION

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may

16

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. All decisions of the Administrator will be final and binding.

ARTICLE 14
BENEFICIARY DESIGNATION

The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant's death. The Beneficiary designation will be effective when it is submitted in writing to the Administrator during the Participant's lifetime on a form prescribed by the Administrator.

The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of a Participant subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as Beneficiary, and unless in the case of marriage the Participant's new spouse has previously been designated as Beneficiary. The spouse of a married Participant must consent in writing to any designation of a Beneficiary other than the spouse.

If a Participant fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant's benefits, then the Administrator will direct the distribution of the benefits to the Participant's estate. If a Beneficiary dies after commencement of payments to the Beneficiary, a lump sum of any remaining payments will be paid to that person’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 15
AMENDMENT OR TERMINATION OF PLAN

15.1 Amendment of Plan

Subject to the terms of Section 15.3, EIX may amend the Plan at any time in whole or in part, provided, however, that the amendment (i) will not decrease the balance of the Participant's Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. EIX may amend the Crediting Rates of the Plan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment.

15.2 Termination of Plan

Subject to the terms of Section 15.3, EIX may terminate the Plan at any time. If EIX terminates the Plan, the date of such termination will be treated as the date of Termination of Employment for the purpose of calculating Plan benefits, and the benefits the

17

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

Participant is entitled to receive under the Plan will be paid to the Participant in a lump sum within 60 days.

15.3 Amendment or Termination After Change of Control

Notwithstanding the foregoing, EIX will not amend or terminate the Plan without the prior written consent of affected Participants for a period of two calendar years following a Change of Control and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan prior to the end of the two year period following a Change of Control.

15.4 Exercise of Power to Amend or Terminate

Except as provided in Section 15.3, EIX’s power to amend or terminate the Plan will be exercisable by the Compensation and Executive Personnel Committee of EIX’s Board of Directors.

15.5 Constructive Receipt Termination

Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have been constructively received by Participants and must be recognized as income for federal income tax purposes, the Plan will terminate and distributions will be made to Participants in accordance with the provisions of Section 15.2 or as may be determined by the Administrator. The determination of the Administrator under this Section 15.5 will be binding and conclusive.

ARTICLE 16
CLAIMS AND REVIEW PROCEDURES

16.1 Claims Procedure for Claims other than for Vesting due to Disability

(a)    Except for claims due to Disability, the Administrator will notify a Participant or his or her Beneficiary (or person submitting a claim on behalf of the Participant or Beneficiary (a “Claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a Claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

18

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

(b)    If a Claimant is determined by the Administrator not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Administrator orally or in writing, and the Claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the Claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the Claimant. In the event of the death of the Claimant, the same procedures will apply to the Claimant's Beneficiaries.

16.2 Claims Procedure for Claims due to Disability

(a)    Within a reasonable period of time, but not later than 45 days after receipt of a claim due to Disability, the Administrator or its delegate shall notify the Claimant of any adverse benefit determination on the claim, unless circumstances beyond the Plan’s control require an extension of time for processing the claim. Except as contemplated by this Section, in no event may the extension period exceed 30 days from the end of the initial 45-day period. If an extension is necessary, the Administrator or its delegate shall provide the Claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim. If, prior to the end of the first 30-day extension period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the Claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the Claimant has at least 45 days within which to provide the specified information.

(b)    In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the Claimant written or electronic notification setting forth in a manner calculated to be understood by the Claimant (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why the

19

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

material or information is necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and in accordance with this Section 16.2 (v) if an internal rule, guideline, protocol or similar criterion (“internal standard”) was relied upon in making the determination, a copy of the internal standard or a statement that the internal standard shall be provided to the Claimant free of charge upon request; and (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination or a statement that such explanation shall be provided free of charge upon request.

(c) If a Claimant is determined by the Administrator not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 180 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 45 days after receipt by the Administrator of the petition, the Administrator will afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the Claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the Claimant of its decision in writing within the 45-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and including the information described in Section 16.2(b) above. If, due to special circumstances (for example, because of the need for a hearing), the 45-day period is not sufficient, the decision may be deferred for up to another 45-day period at the election of the Administrator, but notice of this deferral will be given to the Claimant. In the event of the death of the Participant, the same procedures will apply to the Participant's Beneficiaries.

16.3 Dispute Arbitration

Notwithstanding the foregoing, and because it is agreed that time will be of the essence in determining whether any payments are due to Participant or his or her Beneficiary under the Plan, a Participant or Beneficiary may, if he or she desires, submit any claim for payment under the Plan to arbitration. This right to select arbitration will be solely that of the Participant or Beneficiary and the Participant or Beneficiary may decide whether or not to arbitrate in his or her discretion. The "right to select arbitration" is not mandatory on the Participant or Beneficiary, and the Participant or Beneficiary may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Participant only he or she can use the arbitration procedure set forth in this Section.

Any claim for arbitration may be submitted as follows: if a Participant or Beneficiary has submitted a request to be paid under the Plan and the claim is finally denied by the Administrator in whole or in part, the claim may be filed in writing with an arbitrator of

20

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

the Participant's or Beneficiary's choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the Participant or Beneficiary submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within one week after receipt of the list, the Participant or Beneficiary will then designate one of the five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of Participant or Beneficiary and the Administrator. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator's award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

In the event the arbitrator finds that the Administrator or the Employer has breached the terms of the Plan, he or she will order the Employer to pay to Participant or Beneficiary within two business days after the decision is rendered the amount then due the Participant or Beneficiary. The award of the arbitrator will be final and binding upon the Parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in a dispute if the arbitrator determines (1) that the Administrator or the Employer has not breached the terms of the Plan and (2) the claim by Participant or his or her Beneficiary was not made in good faith. Otherwise, the Participant or his or her Beneficiary will be considered the prevailing party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys' fees incurred by the Administrator) including stenographic reporter, if employed, will be paid by the losing party. In the event that the Participant or his or her Beneficiary is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys' fees incurred by Participant or his or her Beneficiary in pursuing his or her claim), including the fees of a stenographic reporter, if employed, will be paid by the Employer.

21

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

ARTICLE 17
MISCELLANEOUS

17.1 Successors

The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer.

17.2 ERISA Plan

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. EIX is the named fiduciary.

17.3 Trust

The Employers will be responsible for the payment of all benefits under the Plan. At their discretion, the Employers may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. The trust or trusts may be irrevocable, but an Employer’s share of the assets thereof will be subject to the claims of the Employer’s creditors. Benefits paid to the Participant from any such trust will be considered paid by the Employer for purposes of meeting the obligations of the Employer under the Plan.

17.4 Employment Not Guaranteed

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Participant any right to continued employment with the Employer or any other Affiliate.

17.5 Gender, Singular and Plural

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

17.6 Captions

The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions.

17.7 Validity

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

17.8 Waiver of Breach

The waiver by EIX of any breach of any provision of the Plan by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant.

22

EIX Executive Deferred Compensation Plan
As Amended and Restated Effective December 31, 2008

17.9 Applicable Law

The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.

17.10 Notice

Any notice or filing required or permitted to be given to EIX under the Plan will be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of EIX, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.

IN WITNESS WHEREOF, EIX has restated this Plan effective the 31^st day of December, 2008.

EDISON INTERNATIONAL

23

EX-10.5

Exhibit 10.5

EDISON INTERNATIONAL

2008 EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective

October 23, 2013

ARTICLE 1 DEFINITIONS		1
ARTICLE 2 DEFERRAL ELECTIONS		4
	2.1 Elections	4
	2.2 Vesting	8
ARTICLE 3 MATCHING CREDITS		8
	3.1 Amount	8
	3.2 Vesting	8
ARTICLE 4 DEFERRAL ACCOUNTS		9
	4.1 Deferral Accounts	9
	4.2 Timing of Credits	9
	4.3 Statement of Accounts	9
ARTICLE 5 PAYMENT ELECTIONS		9
	5.1 Primary Payment Election	9
	5.2 Contingent Payment Election	11
	5.3 Changes to Payment Elections	11
	5.4 Small Benefit Exception	12
	5.5 Six-Month Delay in Payment for Specified Employees	12
	5.6 Conflict of Interest Exception, Etc	12
ARTICLE 6 SURVIVOR BENEFITS		12
	6.1 Payment	12
	6.2 Special Increase	12
ARTICLE 7 BENEFICIARY DESIGNATION		13
ARTICLE 8 CONDITIONS RELATED TO BENEFITS		13
	8.1 Nonassignability	13
	8.2 Unforeseeable Emergency Distribution	13
	8.3 No Right to Assets	14
	8.4 Protective Provisions	15
	8.5 Constructive Receipt	15
	8.6 Withholding	15
	8.7 Incapacity	15
ARTICLE 9 PLAN ADMINISTRATION		15
	9.1 Plan Interpretation	15
	9.2 Limited Liability	16

i

ARTICLE 10 AMENDMENT OR TERMINATION OF PLAN		16
	10.1 Amendment of Plan	16
	10.2 Termination of Plan	16
	10.3 Amendment or Termination after Change in Control	16
	10.4 Exercise of Power to Amend or Terminate	16
ARTICLE 11 CLAIMS AND REVIEW PROCEDURES		17
	11.1 Claims Procedure for Claims Other Than for Vesting due to Disability	17
	11.2 Claims Procedure for Claims due to Disability	17
	11.3 Dispute Arbitration	19
ARTICLE 12 MISCELLANEOUS		20
	12.1 Successors	20
	12.2 Trust	20
	12.3 Employment Not Guaranteed	20
	12.4 Gender, Singular and Plural	20
	12.5 Captions	20
	12.6 Validity	21
	12.7 Waiver of Breach	21
	12.8 Applicable Law	21
	12.9 Notice	21
	12.10 ERISA Plan	21
	12.11 Statutes and Regulations	21

ii

EDISON INTERNATIONAL

2008 EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective October 23, 2013

PREAMBLE

The purpose of this Plan is to provide Eligible Employees of participating Affiliates with the opportunity to defer payment and taxation of some elements of their compensation.

This Plan applies to amounts arising from deferrals of compensation earned or determined after December 31, 2004 and to amounts that vested after December 31, 2004, and is intended to comply with Section 409A of the Internal Revenue Code and the regulations issued thereunder. This version of the Plan applies to amounts arising from deferrals of compensation pursuant to deferral elections made on or after December 1, 2013; however any deferral elections made after this date with respect to Salary or Bonus amounts earned for services performed during the 2013 Plan Year by an employee who first becomes an Eligible Employee during 2013 shall be subject to the terms and conditions of this Plan as in effect at the beginning of the 2013 calendar year. For the terms and conditions applicable to amounts deferred under this Plan pursuant to deferral elections made prior to that date, refer to the version of this Plan as in effect at the time of the applicable deferral election.

ARTICLE 1

DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.

Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 7 of the Plan.

Board means the Board of Directors of EIX.

Bonus means the dollar amount of bonus awarded by the Employer to the Participant pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan, or a successor plan governing annual executive bonuses, before reductions for deferrals under the Plan, provided such award constitutes “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e).

1

Change in Control means a Change in Control of EIX as defined in the Severance Plan.

Code means the Internal Revenue Code of 1986, as amended.

Contingent Event means the Participant’s Disability or death while employed by an Affiliate or Separation from Service for other reasons if such event occurs prior to the Participant’s Retirement.

Contingent Payment Election means an election regarding the time and form of payment made or deemed made in accordance with Section 5.2.

Crediting Rate means the rate at which interest will be credited to Deferral Accounts. The rate will be determined annually in advance of the calendar year and will be equal to the average monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the 60 months preceding November 1st of the prior year. EIX reserves the right to prospectively change the definition of Crediting Rate.

Deferral Account means the notional account established for record keeping purposes for a Participant pursuant to Article 4 of the Plan.

Deferral Election means the Participant's written election to defer amounts under the Plan, submitted to the Administrator in the manner prescribed by the Administrator.

Deferral Period means the Plan Year covered by a valid Deferral Election previously submitted by a Participant, or in the case of a newly eligible Participant, the balance of the Plan Year following the date of the Deferral Election.

Disability means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer.

Dividend Equivalent means an amount equal to the dividend declared by the Board on one share of EIX common stock for any calendar quarter.

EIX means Edison International.

Eligible Employee means an Executive of an Affiliate, who (i) is a U.S. employee or an expatriate who is based and paid in the U.S., (ii) is designated by the Administrator as eligible to participate in the Plan (subject to the restriction in Section 8.2 of the Plan), and (iii) qualifies as a member of a "select group of management or highly compensated employees" under ERISA.¹

Employer means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which

________________________

¹ Effective December 31, 2013, no EME Participant shall be an “Eligible Employee” under this Plan, provided, however, that any deferral election previously made by an EME Participant with respect to 2011 or 2012 performance share awards granted by EIX shall be given continuing effect for purposes of this Plan. For purposes of clarity, no prior salary deferral election made by an EME Participant under this Plan shall be given continuing effect. For these purposes, EME’s employees, EME’s former employees, and their respective beneficiaries are collectively referred to as “EME Participants,” and “EME” refers to Edison Mission Energy and its subsidiaries.

2

Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Separation from Service (or, as to any distribution of any benefit under the Plan prior to the Participant’s Separation from Service, the Affiliate employing the Participant at the time of such distribution).

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Executive means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board.

Executive Salary Deferral means the percentage deferred from Salary under this Plan. The Executive Salary Deferral is subtracted from Salary before Savings Plan contributions are calculated.

Matching Credits means the credits added to the Participant's Deferral Account under Article 3.

Matching Base means the amount of the Executive Salary Deferral plus the amount, if any, by which the Participant’s Salary in a calendar year minus the Executive Salary Deferral for that calendar year exceeds the Code Section 401(a)(17) compensation limit.

Participant means an Eligible Employee who has completed a Deferral Election with respect to future payments pursuant to Article 2 of the Plan, or an employee or former employee who has a Deferral Account balance.

Payment Election means a Primary Payment Election or a Contingent Payment Election. Payment elections shall be made on a form and in a manner prescribed by the Administrator, which may include electronic elections.

Plan means the EIX 2008 Executive Deferred Compensation Plan.

Plan Year means the calendar year.

Primary Payment Election means an election regarding the time and form of payments made or deemed made in accordance with Section 5.1.

Qualifying Award means an award granted to an Eligible Employee under the EIX Management Long-Term Incentive Compensation Plan, the EIX Officer Long-Term Incentive Compensation Plan, the EIX Equity Compensation Plan, or the EIX 2007 Performance Incentive Plan, other than an EIX nonqualified stock option, and evidenced in writing that provides (or is amended to provide) that the award may be deferred under this Plan.

Retirement means a Separation from Service under terms constituting a retirement for purposes of the EIX 2008 Executive Retirement Plan.

Salary means the Participant's basic pay from the Employer (excluding Bonuses, Special Awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Plan or the Savings Plan.

Savings Plan means the Edison 401(k) Savings Plan.

Separation from Service occurs when a Participant dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

3

Severance Plan means the EIX 2008 Executive Severance Plan (or any similar successor plan).

Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i).

Special Award means an award other than Salary, Bonus or a Qualifying Award that is payable in cash at a future date.

Specified Employee means a Participant who is designated as an elected Vice President or above by the Administrator, using the identification date and methods determined by the Administrator.

Termination of Employment means the voluntary or involuntary Separation from Service for any reason other than Retirement or death.

Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s spouse or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

Valuation Date means the last day of the month in which the final day of employment falls prior to Separation from Service, unless distribution is scheduled or required to commence on a date other than the first day of the month following Separation from Service, in which latter case Valuation Date means the day before distribution is scheduled or required to commence.

Years of Service. Years of vesting service credited under the terms of the EIX 2008 Executive Retirement Plan.

ARTICLE 2

DEFERRAL ELECTIONS

2.1 Elections

(a)Salary. An Eligible Employee may elect to defer Salary under the Plan by submitting a Salary Deferral Election to the Administrator specifying the whole percentage of Salary to be deferred prior to the beginning of the Plan Year during which the Eligible Employee performs the services for which such Salary is to be earned. The maximum Salary Deferral is 75% of Salary. Once made, a Salary Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Employee submits a new Salary Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period. Effective with the final payroll period in 2014, Salary paid solely for services performed during a payroll period (as described in Section 3401(b) of the Code) that includes the last day of a Plan Year, and for which payment is made in the immediately following Plan Year, shall be treated for purposes of this Plan as compensation for services performed in the Plan Year in which the payment is made.

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(b)Bonus. An Eligible Employee may elect to defer some or all of his or her Bonus by submitting a Bonus Deferral Election to the Administrator prior to the date that is six months before the end of the performance period and in no event later than the date the Bonus has become readily ascertainable. Notwithstanding the foregoing, either generally or as to a particular Bonus, the Administrator may, but need not, require that Bonus Deferral Elections be submitted to the Administrator prior to the beginning of the Plan Year during which the Eligible Employee performs the services for which such Bonus is to be earned. The maximum Bonus Deferral is 100% of Bonus.

Once made, a Bonus Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Employee submits a new Bonus Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period.

(c)Initial Eligibility. Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during a Plan Year may make an initial Deferral Election for the deferral of Salary or Bonus, provided that such Eligible Employee has not previously become eligible to participate in this or any Similar Plan. Any Salary Deferral Election must be made within thirty days after the date the employee becomes an Eligible Employee and shall apply to Salary earned for services performed after the election is submitted to the Administrator. If the employee first becomes an Eligible Employee prior to establishment of the performance criteria for a Bonus, the Eligible Employee may make the Bonus Deferral Election prior to the date that is six months before the end of the performance period but not later than the date the Bonus has become readily ascertainable. If the employee first becomes an Eligible Employee after establishment of the performance criteria or less than six months before the end of the Deferral Period, such Bonus Deferral Election must be made within thirty days after the date the employee becomes an Eligible Employee and shall apply to that portion of the Bonus earned during the Plan Year multiplied by the ratio of the number of days remaining in the calendar year after the election is submitted to the Administrator to the total number of days during the Plan Year that such Employee is employed by an Affiliate.

(d)Qualifying Awards. An Eligible Employee may elect to defer payment of some or all of his or her Qualifying Awards by submitting a Qualifying Award Deferral Election to the Administrator specifying the whole percentage of his or her Qualifying Awards to be deferred. With respect to a Qualifying Award that was granted on or before December 31, 2012 with respect to a performance period scheduled to end on or after December 31, 2013, and that is “performance‑based compensation” within the meaning of Treasury Regulation Section 1.409A‑1(e), the Eligible Employee must submit his or her Qualifying Award Deferral Election to the Administrator not later than December 31, 2012. Otherwise, the Participant must submit his or her Qualifying Award Deferral Election to the Administrator prior to the beginning of the Plan Year in which such Qualifying Award is granted.

In the circumstances provided in the next two sentences, the Administrator may, but need not, extend the applicable Qualifying Award Deferral Election deadlines either generally or as to a particular Qualifying Award.  With respect to any Qualifying Award that qualifies as “performance-based compensation,” within the meaning of Treasury Regulation

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Section 1.409A‑1(e), the Administrator may permit the Qualifying Award Deferral Election to be made prior to the date that is six months before the end of the performance period and in no event later than the date the Qualifying Award has become readily ascertainable. With respect to any Qualifying Award that is subject to a substantial risk of forfeiture at grant, the Administrator may permit the Qualifying Award Deferral Election to be made not more than thirty days following the date the Qualifying Award is granted, provided that the Deferral Election is not made later than the date that is twelve months before the Qualifying Award could cease to be subject to a substantial risk of forfeiture other than due to death, Disability or a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during a Plan Year may make an initial Deferral Election for the deferral of some or all of his or her Qualifying Awards, provided that such Eligible Employee has not previously become eligible to participate in this or any Similar Plan. Such Qualifying Award Deferral Election must be made within thirty days after the date the employee becomes an Eligible Employee. The Deferral Election shall apply to the entire specified portion of the Qualifying Award to which it relates if either (i) the Qualifying Award qualifies as “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), and the Qualifying Award Deferral Election is made prior to the establishment of performance criteria for the Qualifying Award and the date that is six months before the end of the performance period and in no event later than the date the Qualifying Award has become readily ascertainable, or (ii) the Qualifying Award is subject to a substantial risk of forfeiture at grant and the Qualifying Award Deferral Election is made not more than thirty days following the date the Qualifying Award is granted, provided that the Deferral Election is not made later than the date that is twelve months before the Qualifying Award could cease to be subject to a substantial risk of forfeiture other than due to death, Disability or a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5). If the preceding sentence does not apply, the Qualifying Award Deferral Election shall apply to that portion of the related Qualifying Award multiplied by the ratio of the number of days remaining in the applicable performance period (or the number of days remaining in the applicable service period if the Qualifying Award is not a performance-based vesting award) after the election is submitted to the Administrator to the total number of days during that performance period (or that service period, as the case may be) that such Employee is employed by an Affiliate.

The Qualifying Award remains subject to all applicable limitations as to the time or times during which it may become payable or the conditions for payment as provided in the terms and conditions of the Qualifying Award. Once made, a Qualifying Award Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Employee submits a new Qualifying Award Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period; provided that a Deferral Election made prior to December 1, 2012 shall not be given effect as to any Qualifying Award to the extent that the Participant had the ability on or after December 1, 2012 to make a new Deferral Election as to that Qualifying Award.

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(e)Special Awards. An Eligible Employee may elect to defer payment of some or all of his or her Special Awards by submitting a Special Award Deferral Election to the Administrator specifying the whole percentage of his or her Special Awards to be deferred. With respect to any Special Awards that are “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), the Eligible Employee must submit his or her Special Award Deferral Election to the Administrator prior to the date that is six months before the end of the performance period and in no event later than the date the Special Award has become readily ascertainable. With respect to any Special Awards that are not “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), the Eligible Employee must submit his or her Special Award Deferral Election to the Administrator either (i) in the case of a Special Award that is subject to a substantial risk of forfeiture at grant, within thirty days following the date the Special Award is granted, but in no event later than the date that is twelve months before the Special Award could cease to be subject to a substantial risk of forfeiture other than due to death, Disability or a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5), or (ii) otherwise, prior to the beginning of the Plan Year in which such Special Award is given.

An employee who first becomes an Eligible Employee during a Plan Year may make an initial Deferral Election for the deferral of some or all of his or her Special Awards, provided that such Eligible Employee has not previously become eligible to participate in this or any Similar Plan. Such Special Award Deferral Election must be made within thirty days after the date the employee becomes an Eligible Employee. The Deferral Election shall apply to the entire specified portion of the Special Award to which it relates if either (i) the Special Award qualifies as “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), and the Special Award Deferral Election is made prior to the establishment of performance criteria for the Special Award and the date that is six months before the end of the performance period and in no event later than the date the Special Award has become readily ascertainable, or (ii) the Special Award is subject to a substantial risk of forfeiture at grant and the Special Award Deferral Election is made not more than thirty days following the date the Special Award is granted, provided that the Deferral Election is not made later than the date that is twelve months before the Special Award could cease to be subject to a substantial risk of forfeiture other than due to death, Disability or a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5). If the preceding sentence does not apply, the Special Award Deferral Election shall apply to that portion of the related Special Award multiplied by the ratio of the number of days remaining in the applicable performance period (or the number of days remaining in the applicable service period if the Special Award is not a performance-based vesting award) after the election is submitted to the Administrator to the total number of days during that performance period (or that service period, as the case may be) that such Employee is employed by an Affiliate.

Notwithstanding the foregoing, either generally or as to a particular Special Award, the Administrator may, but need not, require that Special Award Deferral Elections be submitted to the Administrator prior to the beginning of the Plan Year in which such Special Award is given.

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The Special Award remains subject to all applicable limitations as to the time or times during which it may become payable or the conditions for payment as provided in the terms and conditions of the Special Award. Once made, a Special Award Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Employee submits a new Special Award Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period; provided that a Deferral Election made prior to December 1, 2012 shall not be given effect as to any Special Award to the extent that the Participant had the ability on or after December 1, 2012 to make a new Deferral Election as to that Special Award.

2.2 Vesting

Amounts deferred under this Article 2 and any earnings thereon will be 100% vested at all times. Notwithstanding the foregoing, any Special Award deferred under Section 2.1(e) and any earnings thereon may be subject to vesting terms. Any such deferred Special Award shall fully vest upon the Participant’s Separation from Service if the Participant is entitled to receive benefits under the Severance Plan and has satisfied all conditions for such benefits.

ARTICLE 3

MATCHING CREDITS

3.1 Amount

Matching Credits in each calendar year will be added by the Employer to the Participant's Deferral Account under this Plan equal to (i) the lesser of the amount of Salary earned in the calendar year and deferred under the Plan or 6% of the Participant’s Matching Base for the calendar year, plus (ii) the lesser of one-half of the amount of Bonus deferred under the Plan or 3% of the Bonus. Matching Credits added to the Participant’s Deferral Account shall be subject to the payment election provisions of Article 5 (and, for the avoidance of doubt, will become payable pursuant to the Deferral Election made or deemed made in the year prior to the calendar year the Matching Credits are added to the Participant’s Deferral Account).

3.2 Vesting

The Participant's Matching Credits and earnings thereon will vest (i) when the Participant has completed five Years of Service with an Affiliate, (ii) upon the Participant’s Disability while employed with an Affiliate, (iii) upon the Participant’s death while employed with an Affiliate, or (iv) upon the Participant’s Separation from Service if the Participant is entitled to benefits under the Severance Plan and has satisfied all conditions for such benefits. A Participant’s unvested Matching Credits and earnings thereon will terminate and be forfeited and the Participant will have no right thereto or in respect thereof on the first to occur of:

(a)any Separation from Service of the Participant not listed in clauses (ii), (iii), or (iv) of the preceding sentence, or

(b)as to any Matching Credits (and earnings thereon) with respect to Salary or Bonus deferred for any Plan Year after 2013, any specified payment date elected by the Participant as to the

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deferrals to which such Matching Credits (and earnings thereon) relate.

ARTICLE 4

DEFERRAL ACCOUNTS

4.1 Deferral Accounts

Solely for record keeping purposes, the Administrator will maintain a Deferral Account for each Participant with such subaccounts as the Administrator or its record keeper finds necessary or convenient in the administration of the Plan.

4.2 Timing of Credits

(a)Salary, Bonus and Special Award Deferrals. The Administrator will credit to the Participant’s Deferral Account the Salary, Bonus and Special Award deferrals under Article 2 at the time such amounts would otherwise have been paid to the Participant but for the Deferral Election.

(b)Matching Credits. Matching Credits under Article 3 will be credited (conditionally until vested) to the Deferral Account at the same time the related deferrals are credited to the Deferral Account.

(c)Qualifying Awards. As of the date immediately following the vesting or performance period of a Qualifying Award, or as of the ex-dividend date in the case of Dividend Equivalents, a Participant’s Deferral Account will be credited with the deferred amount.

(d)Interest Crediting Dates. The Administrator will credit interest at the Crediting Rate to the Participant's Deferral Account on a daily basis, compounded annually.

4.3 Statement of Accounts

The Administrator will periodically either provide or make available to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 5

PAYMENT ELECTIONS

5.1 Primary Payment Election

As part of a Deferral Election, a Participant may make a Primary Payment Election specifying the payment schedule for each subaccount that will be created as a result of the Deferral Election. The choices available for a Primary Payment Election are as follows:

(a)Monthly installments for 60 to 180 months, as provided in the applicable Primary Payment Election form; or

(b)A single lump sum; or

(c)Two to fifteen installments paid annually, as provided in the applicable Primary Payment Election form; or

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(d)Any combination of the preceding three choices, as provided in the applicable Primary Payment Election form.

Payments under this Primary Payment Election may commence upon (i) the first day of a specified month and year that may be no later than the month and year in which the Participant attains age 75; (ii) the Participant’s Retirement; or (iii) the first day of the month that is a specified number of months following the Participant’s Retirement or the first day of a specified month a specified number of years following the calendar year in which Retirement occurs (provided that if the date otherwise determined pursuant to this clause (iii) is later than the month and year in which the Participant attains age 75, the date pursuant to this clause (iii) shall be the later of the Participant’s Retirement or the month and year in which the Participant attains age 75).

Subject to Section 5.5, lump sum payments or initial installment payments will be made within 90 days (60 days in the case of a payment triggered by a specified payment date) of the scheduled dates. Interest will be added to the payment amount for the days elapsed between the scheduled payment date and the actual date of payment. Notwithstanding anything to the contrary in a Participant Deferral Election, payments from a Participant’s Deferral Account will be subject to the following earliest payment date rules: (i) no subaccount relating to a Bonus Deferral Election may be scheduled to commence payment or be paid until the first day of the fourth month in the Plan Year immediately following the Plan Year for which the Bonus was awarded (for example, April 1, 2014 as to a Bonus awarded for 2013); and (ii) no subaccount relating to a Qualifying Award Deferral Election or Special Award Deferral Election with respect to “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e) may be scheduled to commence payment or be paid until the first day of the fourth month in the Plan Year immediately following the Plan Year in which the corresponding performance period is scheduled to end. If the foregoing earliest payment date rules apply to any payment to be paid in installments, the first installment shall be paid on the applicable earliest payment date and subsequent installments shall be paid over the applicable installment period. The foregoing earliest payment date rules shall apply to payments under both Primary Payment Elections and Contingent Payment Elections. If the Participant’s delivery of a release would change the amount of his or her Plan benefit that is payable, and the period for the Participant to consider, execute and revoke such release spans two different Plan Years, and the 90- or 60-day period, as applicable, specified above for the payment of any benefit contingent on such release also spans those two Plan Years, payment of the portion of the benefit contingent upon such release (and earnings thereon) shall be made in the time period otherwise specified above but in the second of those two Plan Years.

If paid in installments, the installments will be paid in amounts that will amortize the Deferral Account or subaccount balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Deferral Account or subaccount will be valued as of the Valuation Date and subsequently as of December 31 each year with subsequent installments adjusted for the next calendar year according to procedures established by the Administrator. Notwithstanding anything herein to the contrary, distribution in installments shall be treated as a single payment as of the date of the initial installment for purposes of Section 409A of the Code. If paid in monthly installments, the installments may be

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paid in a single check each month or in more than one check for any given month, provided that in either such case the total amount of the monthly payment shall not change.

If no Primary Payment Election has been made, the Primary Payment Election shall be deemed to be a single lump sum upon the Participant’s Retirement (or, if earlier, the Participant’s death or Disability).

5.2 Contingent Payment Election

As part of a Deferral Election, a Participant may make a Contingent Payment Election for each of the Contingent Events of (1) the Participant’s death while employed by an Affiliate, (2) the Participant’s Disability while employed by an Affiliate and (3) Termination of Employment, for each subaccount that will be created as a result of the Deferral Election, which Contingent Payment Election will take effect upon the first Contingent Event, if any, that occurs before the Participant’s Retirement (if the Participant specified a payment schedule determined by reference to Retirement in Section 5.1) or the first day of a specified month and year elected by the Participant pursuant to Section 5.1. The choices available for the Contingent Payment Election are those specified in Section 5.1 except that the references to Retirement shall instead refer to the applicable Contingent Event.

If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to Retirement (if the Participant specified a payment schedule determined by reference to Retirement in Section 5.1) or the first day of a specified month and year elected by the Participant pursuant to Section 5.1, the Administrator will pay the benefit as specified in the Participant’s Primary Payment Election, except that payments scheduled for payment or commencement of payment “upon Retirement,” or with a payment date determined by reference to “Retirement,” will be paid, commence, or have payment determined by a reference to, the first day of the month following the month in which the Contingent Event occurs. If the Participant has made neither a Contingent Payment Election nor a Primary Payment Election and a Contingent Event occurs prior to Retirement, the Payment Election shall be deemed to be a single lump sum upon the Participant’s Contingent Event, subject to the earliest payment date rules in Section 5.1.

5.3 Changes to Payment Elections

Participants may change a Primary Payment Election or Contingent Payment Election, including a deemed Payment Election, after the period allowed for the initial Deferral Election by submitting a new written Payment Election to the Administrator in the manner prescribed by the Administrator, subject to the following conditions: (1) the new Payment Election shall not be effective unless made at least twelve months before the payment or commencement date scheduled under the prior Payment Election; (2) the new Payment Election must defer a lump sum payment or commencement of installment payments for a period of at least five years from the date that the lump sum would have been paid or installment payments would have commenced under the prior Payment Election and (3) the election shall not be effective until twelve months after it is submitted to the Administrator. If at the time a new Payment Election is submitted, the Administrator determines that imposition of the five-year delay would require that a Participant’s payments begin after he or she has attained age 75, then the Participant will not be

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permitted to make a new Payment Election. The payment schedules available under a new Payment Election are those specified in Section 5.1 and 5.2 (as applicable) that are available for new Payment Elections at the time the new Payment Election is made, subject to the conditions specified in this paragraph.

5.4 Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion and as determined by it in writing, pay the benefits in a single lump sum if the sum of all benefits payable to the Participant under this Plan and all Similar Plans is less than or equal to the applicable dollar amount under Section 402(g)(1)(B) of the Code.

5.5 Six-Month Delay in Payment for Specified Employees

Notwithstanding anything herein to the contrary, in the event that a Participant who is a Specified Employee is entitled to a distribution from the Plan due to the Participant’s Separation from Service, the lump sum payment or the commencement of installment payments, as the case may be, may not be scheduled to occur or occur before the date that is the earlier of (1) six months following the Participant’s Separation from Service for reasons other than death or (2) the Participant’s death.

5.6 Conflict of Interest Exception, Etc.

Notwithstanding the foregoing, the Administrator may, in its sole discretion, pay benefits in a single lump sum if permitted under Treasury Regulation Section 1.409A-3(j)(4)(iii). In addition, the Administrator may, in its sole discretion, accelerate the payment of benefits if and to the extent permitted under any of the other exceptions specified in Treasury Regulation Section 1.409A-3(j)(4) to the general rule in Section 409A of the Code prohibiting accelerated payments, provided that the terms of Section 5.4 of the Plan shall govern whether benefits will be paid in a single lump sum pursuant to the small benefit exception contained in Treasury Regulation Section 1.409A-3(j)(4)(v).

ARTICLE 6

SURVIVOR BENEFITS

6.1 Payment

Following the Participant’s death, payment of the Participant’s Deferral Account will be made to the Participant’s Beneficiary or Beneficiaries according to the payment schedule elected or deemed elected according to Article 5.

6.2 Special Increase

This Section 6.2 applies as to any Participant who was first an Eligible Employee under this Plan on or before December 31, 2008. If any such Participant’s death occurs within the first 10 years following the date on which he or she first became an Eligible Employee, the balance existing on the date of the Participant’s death shall be doubled, excluding the portion of the balance derived from deferrals and earnings thereon of Qualifying Awards and of Special Awards unless the

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Special Award specifies such doubling. The doubled balance will be paid out according to the payment schedule elected or deemed elected according to Article 5. For the avoidance of doubt, the death benefit provided in this Section 6.2 is intended as a separate plan within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(c).

ARTICLE 7

BENEFICIARY DESIGNATION

The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant's death. The Beneficiary designation will be effective when it is submitted to the Administrator during the Participant's lifetime in accordance with procedures established by the Administrator.

The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of a Participant subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Participant's new spouse has previously been designated as Beneficiary. The spouse of a married Participant must consent in writing to any designation of a Beneficiary other than the spouse.

If a Participant fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Participant, then the Administrator will direct the distribution of the benefits to the Participant's estate. If a primary Beneficiary dies after the Participant’s death but prior to completion of benefits under this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining payments will be paid to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 8

CONDITIONS RELATED TO BENEFITS

8.1 Nonassignability

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Participant or other claimants and from all orders, decrees, levies, garnishment or executions against any Participant to the fullest extent allowed by law. Notwithstanding the foregoing, the benefit payable to a Participant may be assigned in full or in part, pursuant to a domestic relations order of a court of competent jurisdiction.

8.2 Unforeseeable Emergency Distribution

A Participant may submit a hardship distribution request to the Administrator in writing setting forth the reasons for the request. The Administrator (or its delegate) will have the sole authority to approve or deny such requests. Upon a finding that the Participant has suffered an

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Unforeseeable Emergency, the Administrator (or its delegate) may in its discretion, permit the Participant to cease any on-going deferrals and accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency. If a distribution is to be made to a Participant on account of an Unforeseeable Emergency, the Participant may not make deferrals under the Plan until one entire Plan Year following the Plan Year in which a distribution based on an Unforeseeable Emergency was made has elapsed.

8.3 No Right to Assets

A Participant’s benefits paid under the Plan will be paid from the general funds of the Participant’s Employer, and the Participant and any Beneficiary will be no more than unsecured general creditors of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Participant nor the Beneficiary will have a claim to benefits from any other Affiliate. Plan benefits are available to Eligible Employees of EIX and its participating Affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the Employer under the terms and conditions set forth herein. By electing to defer compensation under the Plan, Participants consent to EIX sponsorship of the Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating Affiliates. Each Affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 8.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 8.3 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of compensation that would otherwise be paid by the Affiliate but which has been deferred and is or becomes a Plan benefit obligation of EIX or other Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX beginning with the date of EIX’s election through the date such benefits

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become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis.

8.4 Protective Provisions

The Participant will cooperate with the Administrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents to insure or taking such other actions as may be requested by the Administrator. If the Participant refuses to cooperate, the Administrator and the Employer will have no further obligation to the Participant under the Plan.

8.5 Constructive Receipt

Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have failed to comply with Section 409A and must be recognized as income for federal income tax purposes, distribution of the amounts included in a Participant’s income will be made to such Participant. The determination of the Administrator under this Section 8.5 will be binding and conclusive.

8.6 Withholding

The Participant or the Beneficiary will make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the accrual or payment of benefits under the Plan. If no other arrangements are made, the Administrator may provide, at its discretion, for such withholding and tax payments as may be required.

8.7 Incapacity

If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

ARTICLE 9

PLAN ADMINISTRATION

9.1 Plan Interpretation

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. The Administrator will interpret and construe the Plan and the

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prior version of the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.

9.2 Limited Liability

Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.

ARTICLE 10

AMENDMENT OR TERMINATION OF PLAN

10.1 Amendment of Plan

Subject to the terms of Section 10.3, EIX may at any time amend the Plan in whole or in part, provided, however, that the amendment (i) will not decrease the balance of the Participant's Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. EIX may amend the Crediting Rates of the Plan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment.

10.2 Termination of Plan

Subject to the terms of Section 10.3, EIX may at any time terminate the Plan. If EIX terminates the Plan, distributions to the Participants or their Beneficiaries shall be made on the dates on which the Participants or Beneficiaries would receive benefits hereunder without regard to the termination of the Plan except that payments may be made upon termination of the Plan if the requirements for accelerated payment under Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) are satisfied.

10.3 Amendment or Termination after Change in Control

Notwithstanding the foregoing, EIX will not amend or terminate the Plan without the prior written consent of affected Participants for a period of two calendar years following a Change in Control and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan prior to the end of the two year period following a Change in Control.

10.4 Exercise of Power to Amend or Terminate

EIX’s power to amend or terminate the Plan will be exercisable by the Compensation and Executive Personnel Committee of the EIX Board of Directors.

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ARTICLE 11

CLAIMS AND REVIEW PROCEDURES

11.1 Claims Procedure for Claims Other Than for Vesting due to Disability

(a)Except for claims due to Disability, the Administrator will notify a Participant or his or her Beneficiary (or person submitting a claim on behalf of the Participant or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan's claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

(b)If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant's Beneficiaries.

11.2 Claims Procedure for Claims due to Disability

(a)Within a reasonable period of time, but not later than 45 days after receipt of a claim due to Disability, the Administrator or its delegate shall notify the claimant of any adverse benefit determination on the claim, unless circumstances beyond the Plan’s control require an extension of time for processing the claim. Except as contemplated by this Section, in no event may the extension period exceed 30 days from the end of the initial 45-day period. If an extension is necessary, the Administrator or its delegate shall provide the claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim. If, prior to the end of the first 30-day extension

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period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the claimant has at least 45 days within which to provide the specified information.

(b)In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and in accordance with this Section 11.2 (v) if an internal rule, guideline, protocol or similar criterion (“internal standard”) was relied upon in making the determination, a copy of the internal standard or a statement that the internal standard shall be provided to the claimant free of charge upon request; and (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination or a statement that such explanation shall be provided free of charge upon request.

(c)If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 180 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 45 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 45-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and including the information described in Section 11.2(b) above. If, due to special circumstances (for example, because of the need for a hearing), the 45-day period is not sufficient, the decision may be deferred for up to another 45-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant's Beneficiaries.

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11.3 Dispute Arbitration

Notwithstanding the foregoing, and because it is agreed that time will be of the essence in determining whether any payments are due to a claimant under the Plan, a claimant may, if he or she desires, submit any claim for payment under the Plan to arbitration. This right to select arbitration will be solely that of the claimant and the claimant may decide whether or not to arbitrate in his or her discretion. The "right to select arbitration" is not mandatory on the claimant, and the claimant may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Participant only he or she can use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be paid under the Plan and the claim is finally denied by the Administrator in whole or in part, the claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the claimant submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within one week after receipt of the list, the claimant will then designate one of the five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the claimant and the Administrator. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator's award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

In the event the arbitrator finds that the Administrator or the Employer has breached the terms of the Plan, he or she will order the Employer to pay to the claimant within two business days after the decision is rendered the amount then due the claimant. The award of the arbitrator will be final and binding upon the Parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in a dispute if the arbitrator determines (1) that neither the Administrator nor the Employer has breached the terms of the Plan and (2) the claim by the claimant was not made in good faith. Otherwise, the claimant will be considered the prevailing party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys' fees incurred by the Administrator) including the fees of a stenographic reporter, if employed, will be

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paid by the losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys' fees incurred by the claimant in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by the Employer by March 15 of the year following the year in which the arbitrator determines who is the prevailing party.

Notwithstanding the foregoing, if the claim is for Disability benefits, the following rules apply: (1) the Administrator will not assert that a claimant has failed to exhaust administrative remedies if the claimant does not submit to arbitration, (2) any applicable statute of limitations or other similar defense is tolled during the time the arbitration is pending, (3) the claimant may only submit to arbitration after exhausting the claims procedures described above, and (4) no fees or costs will be imposed on the claimant as part of the arbitration (other than the claimant’s attorneys’ fees).

ARTICLE 12

MISCELLANEOUS

12.1 Successors

The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer.

12.2 Trust

The Employers will be responsible for the payment of all benefits under the Plan. At their discretion, the Employers may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. The trust or trusts may be irrevocable, but an Employer’s share of the assets thereof will be subject to the claims of the Employer’s creditors. Benefits paid to the Participant from any such trust will be considered paid by the Employer for purposes of meeting the obligations of the Employer under the Plan.

12.3 Employment Not Guaranteed

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Participant any right to continue in employment with the Employer or any other Affiliate.

12.4 Gender, Singular and Plural

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

12.5 Captions

The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions.

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12.6 Validity

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

12.7 Waiver of Breach

The waiver by EIX or the Administrator of any breach of any provision of the Plan by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant.

12.8 Applicable Law

The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.

12.9 Notice

Any notice or filing required or permitted to be given to the Administrator under the Plan will be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of EIX, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.

12.10 ERISA Plan

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. EIX is the named fiduciary.

12.11 Statutes and Regulations

Any reference to a statute or regulation herein shall include any successor to such statute or regulation.

IN WITNESS WHEREOF, EIX has adopted this amended and restated Plan effective the 23^rd day of October, 2013.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

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EX-10.7

Exhibit 10.7

SOUTHERN CALIFORNIA EDISON COMPANY

EXECUTIVE SUPPLEMENTAL BENEFIT PROGRAM

As Amended December 31, 2008

This Executive Supplemental Benefit Program (“Program”) was originally effective March 15, 1978, and as thereafter amended consists of several parts or plans, each paid for by the Company: Part (A) “Survivor Income Continuation,” Part (B) “Supplemental Survivor Income,” Part (C) “Supplemental Survivor Income/Retirement Income” (which further consists of separate death benefit and retirement plans), and Part (D) “Supplemental Long-Term Disability.” Each separate part or plan that is included within this Program is intended to be a separate plan within the meaning of Section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”) and Treasury Regulation Section 1.409A-1(c).

Eligible members (hereinafter referred to as “Participants”) are automatically provided coverage under the “Survivor Income Continuation” and the “Supplemental Long-Term Disability” parts of the Program. The “Supplemental Survivor Income” and the “Supplemental Survivor Income/Retirement Income” parts are in the alternative and employees who became eligible to participate irrevocably elected coverage under one or the other, but not both prior to January 1, 2005. It is the intention of the Company to continue these plans indefinitely, but they are subject to cancellation or amendment as may be required by law or as deemed appropriate by the Board of Directors except with respect to rights which have matured by reason of death, disability, or retirement of a Participant.

Individual eligibility and participation in these plans are subject to the terms and conditions set forth below and are only available to those employees whose participation was approved by the Chairman of the Board and Chief Executive Officer and who either (1) retired on or before January 1, 1993, or (2) were participants in these plans as of December 31, 1992 and did not elect in 1993 or 1994 to cease participation in these plans in favor of participation in the Executive Survivor and Disability Benefit Program. No benefits will be paid under these plans with respect to any employee who terminates his or her employment with the Company prior to retirement for any reason other than death or Separation from Service as defined in the Edison International 2008 Executive Severance Plan (the “Severance Plan”) such that the employee is eligible for benefits under the Severance Plan.

Notwithstanding the foregoing, if a Participant who is eligible under this Program becomes entitled to receive severance benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, then such Participant shall be entitled to continued coverage under this Program with the same terms applicable for an eligible active employee for the one-year period commencing on the Participant’s Termination Date (as defined in the Severance Plan) (in the case of a Separation from Service during the Protected Period associated with a Change in Control due to severance or resignation for Good Reason (as such terms are defined in the Severance Plan), two years for Senior Vice Presidents and Presidents and other officers designated by the CEO of Edison International to be in Executive Compensation Band D or above, but three years for the Chief Executive Officer of Edison International, Southern California Edison Company, or Edison Mission Group, or the General

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Counsel or Chief Financial Officer of Edison International). If the Participant is entitled to a Retirement Income benefit under Section 4 of Part C and becomes entitled to receive severance benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, then the Participant will be entitled to an additional one year of age credit beyond the Participant’s age on his or her Termination Date for purposes of the Retirement Income benefit calculation (in the case of a Separation from Service during the Protected Period associated with a Change in Control due to severance or resignation for Good Reason (as such terms are defined in the Severance Plan), two years for Senior Vice Presidents and Presidents and other officers designated by the CEO of Edison International to be in Executive Compensation Band D or above, but three years for the Chief Executive Officer of Edison International, Southern California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial Officer of Edison International).

Part A.

Survivor Income Continuation Plan

1.The basic Survivor Income Continuation benefit for Participants prior to retirement shall be an annual amount equal to 63% of the Participant’s total compensation, including final annual base salary and any Executive Incentive Compensation Awards. For purposes of the Executive Supplemental Benefit Program, the dollar amount of any Executive Incentive Compensation Awards shall be determined by applying the average percentage awards received in the three (3) highest years out of the last five (5) years (except for periods of less than three (3) years, in which case the highest percentage award received will be used). This percentage will then be applied to the Participant’s final annual base salary to arrive at a dollar amount which will be added to the Participant’s final annual base salary. This total dollar amount, rounded to the next highest thousand dollars, will be the Participant’s “Total Compensation” for purposes of the Executive Supplemental Benefit Program.

Survivor Income Continuation payments shall continue for ten (10) years following the Participant’s death. Payments shall be made in equal monthly installments commencing within 90 days following the date of death, and such payments shall be made to the Participant’s then living spouse or other designated beneficiary, if any. If, under this Survivor Income Continuation Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

In determining the basic benefit of 63% of Total Compensation payable for 10 years, the Company has initially assumed a 10% nominal interest rate and a 50% marginal federal income tax rate. The basic benefit percentage of 63% (or 31.5% in the case of retired participants as described below) may be increased or decreased at the sole discretion of the Company because of changes in the interest rate assumption or in the tax rate assumption. However, any such changes in the basic benefit percentage will be made by the Company so that the after-tax dollar amount payable to the survivor(s) under this Part A will, as much as possible, approximate the after-tax dollar benefits which would have been paid under the prior plan before the Program was amended on December 20, 1984.

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2.For those employees who retire and are participating in this Part A, the basic post‑retirement Survivor Income Continuation benefit shall be an amount equal to 31.5% of the employee’s Total Compensation, including final annual base salary and any Executive Incentive Compensation Award (determined pursuant to Section 1 hereof) and shall become payable upon the death of the Participant. Any such post-retirement payments shall be made over 10 years, as described in Section 1 above.

3.In addition to the basic benefit described in Section 1 above, a death benefit may also be available (in addition to any other benefits) if death occurs prior to retirement under circumstances which qualify as “accidental death” as defined in any master accidental death and dismemberment insurance policy which may be maintained by the Company. This accidental death benefit will be in an amount equal to a basic benefit coverage of two times the sum of the Participant’s annual base salary, plus any awards under the Executive Incentive Compensation Plan, determined according to Section 1 hereof.

Part B.

Supplemental Survivor Income Plan

1.Eligibility

Participation in this Part shall be available to employees (i) whose participation has been approved by the Chairman of the Board and Chief Executive Officer and (ii) who executed, on a form provided pursuant hereto within the prescribed time limit and in all cases prior to January 1, 2005, an election to be covered hereunder instead of under Part C, the Supplemental Survivor Income/Retirement Income Plan. Beneficiary designations shall be made on a form provided pursuant hereto and may be modified at any time unless the designation is specified as irrevocable, in which case, no subsequent beneficiary designation shall be valid.

2.Preretirement Benefit

Upon the death prior to retirement of a Participant, an annuity shall be payable as follows:

(a)If the designated beneficiary is the surviving spouse of the Participant (or a spouse at the time of beneficiary designation, but not at death), the amount of this benefit will be a lifetime monthly annuity payment. The monthly amount of this benefit will be equal to one twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments will be for a minimum of ten years and, should the surviving spouse die less than ten years after the Participant, any remaining benefits will be payable to the successor beneficiary designated by the Participant or, if there be none, to the spouse’s designated beneficiary in the same manner as the payments had been made to the spouse for the remainder of any such ten year period. If the surviving spouse (or designated former spouse) is more than three years younger than the Participant, the lifetime monthly annuity benefit shall be calculated as follows: (i) the present value of the benefit payable shall be calculated as if such spouse were three years younger than the Participant;

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(ii) such present value shall be converted to a monthly benefit amount based on the actuarial life expectancy of the actual surviving spouse (or surviving designated former spouse) and shall be determined using (i) the interest rate assumption determined pursuant to Section 1 of Part A hereof, and (ii) 1983 Group Annuity Mortality table.

(b)If the Participant designates a beneficiary or beneficiaries (other than his or her spouse or a former spouse eligible for benefits under the preceding paragraph) such beneficiary or beneficiaries will receive a monthly benefit to be determined as follows. The amount of this monthly benefit will be equal to one-twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments shall continue for a period equal to the assumed life expectancy of a spouse three years younger than the Participant at the time of the Participant’s death, using the 1983 Group Annuity Mortality table. This benefit shall be payable for a minimum of ten years, and should a beneficiary die less than ten years after the death of the Participant, any unpaid benefits remaining for this ten-year period shall be payable to the successor beneficiary designated by the Participant or, if there be none, to whomever his or her beneficiary designates.

(c)If, under this Supplemental Survivor Income Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

3.Post-retirement Benefit

Upon the death after retirement of a Participant, his or her beneficiary shall be paid a monthly benefit in an amount equal to one-twelfth (1/12) of 25% of the sum of the Participant’s annual base salary (immediately prior to retirement) plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. This benefit will be payable for ten years only and, should the designated beneficiary (or subsequent beneficiary) die prior to the expiration of such ten year period, any remaining payments will be continued, until exhausted, to the successor beneficiary designated by the Participant or, if there be none, to whomever the beneficiary designates.

If, under this Supplemental Survivor Income Plan, a Participant or designated beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries have predeceased such Participant or beneficiary, any remaining payments shall be paid to the estate of whomever was last receiving benefit payments.

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Part C.

Supplemental Survivor Income/Retirement Income Plan

1.Eligibility

Participation in this part shall be available to employees (i) whose participation has been approved by the Chairman of the Board and Chief Executive Officer and (ii) who executed, on a form provided pursuant hereto within the prescribed time limit and in all cases prior to January 1, 2005, an election to be covered hereunder instead of under Part B, the Supplemental Survivor Income Plan. Beneficiary designations shall be made on a form provided pursuant hereto and may be modified at any time unless the designation is specified as irrevocable, in which case, no subsequent beneficiary designation shall be valid. For the avoidance of doubt, the Supplemental Survivor Income and Retirement Income sections of this Part C are each intended as a separate plan within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(c).

2.Preretirement Benefit

Upon the death, prior to retirement of a Participant, an annuity shall be payable as follows:

(a)If the designated beneficiary is the surviving spouse of the Participant (or a spouse at the time of beneficiary designation, but not at death), the amount of this benefit will be a lifetime monthly annuity payment. The monthly amount of this benefit will be equal to one‑twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments will be for a minimum of ten years and, should the surviving spouse die less than ten years after the Participant, any remaining unpaid benefits will be payable to the successor beneficiary designated by the Participant or, if there be none, to the spouse’s designated beneficiary in the same manner as the payments had been made to the spouse for the remainder of such ten-year period. If the surviving spouse (or designated former spouse) is more than three years younger than the Participant, the lifetime monthly benefit shall be calculated as follows: (i) the present value of the benefit payable shall be calculated as if such spouse were three years younger than the Participant; (ii) such present value shall be converted to a monthly benefit amount based on the actuarial life expectancy of the actual surviving spouse (or surviving designated former spouse) and shall be determined using (i) the interest rate assumption determined pursuant to Section 1 of Part A hereof, and (ii) the 1983 Group Annuity Mortality table.

(b)If the Participant designates a beneficiary or beneficiaries other than his or her spouse (or a former spouse eligible for benefits under the preceding paragraph) such beneficiary or beneficiaries will receive a monthly benefit to be determined as follows. The amount of this monthly benefit will be equal to one-twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the

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date of death. Such payments shall continue for a period equal to the assumed life expectancy of a spouse three years younger than the Participant at the time of the Participant’s death using the 1983 Group Annuity Mortality table. This benefit shall be payable for a minimum of ten years, and should a beneficiary die less than ten years after the death of a Participant, any unpaid benefits remaining for this ten year period shall be payable to the successor beneficiary designated by the Participant or, if there be none, to whomever his or her beneficiary designates. If, under this Supplemental Survivor Income/Retirement Income Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

3.Post-retirement Benefit

Upon the death, after retirement, of a Participant, his or her beneficiary shall be paid a monthly benefit in an amount equal to one-twelfth (1/12) of 25% of the sum of the Participant’s final annual base salary (immediately prior to retirement) plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death.

This benefit will be payable for ten years only and, should the designated beneficiary (or subsequent beneficiary) die prior to the expiration of such ten year period, any remaining payments will be continued, until exhausted, to the successor beneficiary designated by the Participant or, if there be none, to whomever his or her beneficiary designates.

If, under this Supplemental Survivor Income/Retirement Income Plan, a Participant or designated beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

4.Supplemental Retirement Income Benefit

(a)In accordance with transition rules under Section 409A of the Code, a Participant may (i) apply for a supplemental retirement annuity in lieu of the benefit which otherwise would be made available to a beneficiary under Section 3 of this Part C and/or (ii) elect whether to commence payment (A) within 90 days following the date of the Participant’s Separation from Service or (B) within 60 days following the later of the Participant’s Separation from Service or the first day of the month following the month in which the Participant attains age 61. Such application shall be submitted in writing, by December 31, 2008, to the Chief Executive Officer of Edison International, and shall include a statement of the reasons for such application. For purposes of this Program, Separation from Service shall be as defined in the Severance Plan, and shall mean the date when the Participant has a termination of employment that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

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(b)Upon approval of the application by the Chief Executive Officer of Edison International, the Participant, if he or she retires at or after age 61, shall receive a supplemental retirement annuity in a monthly amount equal to one-twelfth (1/12) of 10% of the sum of the retired Participant’s final annual base salary plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A, hereof). The supplemental retirement annuity shall be paid in equal monthly installments commencing within 90 days following the date of the Participant’s Separation from Service, unless the Participant has timely elected to commence payment within 60 days following the later of the Participant’s Separation from Service or the first day of the month following the month in which the Participant attains age 61. The supplemental retirement annuity shall be payable monthly for ten years only, to the Participant or his or her designated beneficiary (or subsequent beneficiary) should he or she die prior to the exhaustion of benefits available under this option.

(c)Effective for eligible Participants retiring on or after September 1, 1983 and after giving effect to any age credits provided for in this Program in connection with the Participant’s Separation from Service, if the Participant’s application for this optional benefit is approved and he or she retires prior to age 61 but not earlier than age 60, the benefit described under (b) shall be reduced by an amount equal to one-quarter of one percent (1/4%) for each month between his or her benefit payment commencement date and the first day of the month nearest his or her 61st birthday. For each month the benefit payment commencement date precedes age 60, the Participant’s benefit amount shall be reduced an additional one-third of one percent (1/3%).

(d)If, under this Supplemental Survivor Income/Retirement Income Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries have predeceased such Participant or beneficiary(ies), any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

Part D.

Supplemental Long-Term Disability Plan

1.To qualify for benefits under this Part D, a Participant must (i) be eligible for and (ii) qualify to receive monthly disability benefits under the Company’s Long-Term Disability Plan for Management Employees.

Eligibility for benefits under this Part D will be determined according to the eligibility standards and requirements set forth in the Company’s Long-Term Disability Plan for Management Employees.

2.The monthly income benefit payable under this Part D to an eligible and qualified participant shall be an amount equal to one-twelfth (1/12) of 60% of the amount of any Executive Incentive Compensation Awards. For purposes of this Part D, the dollar amount of any Executive Incentive Compensation Awards shall be determined by applying the average percentage awards received in the three (3) highest years out of the last five years (except for periods of less than three (3) years, in which case the highest percentage award received will be used). This percentage will then be applied to the Participant’s final annual base salary (before

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his or her disability) to arrive at a dollar amount of any Executive Incentive Compensation Awards to which the 60% factor will be applied. This monthly disability benefit will be calculated as of the first of the month in which the total disability began.

3.Payment of benefits shall commence at the same time, or as soon thereafter as practicable, as monthly income benefit payments begin under the Company’s Long-Term Disability Plan for Management Employees.

4.Payment of benefits under this Part D shall continue until such time as monthly benefits end under the Company’s Long-Term Disability Plan for Management Employees.

5.To the fullest extent possible, the Company intends to administer this Part D according to the provisions of its Long-Term Disability Plan for Management Employees.

Part E.

Administration

1.The Executive Supplemental Benefit Program described herein (comprised of Parts A, B, C and D) shall be administered by the Company, under the direction of the Vice President, Human Resources, or such other individuals as may be authorized by him or her to perform such duties. Such administration shall include the power to interpret the various Parts of the Program, and make such equitable adjustments as may be necessary to effectuate the purposes thereof.

2.The payments to be made by the Company pursuant hereto require the Participant, for so long as the Participant remains in the active employ of the Company, to devote substantially all of his or her time, skill, diligence and attention to the business of the Company, and not to actively engage, either directly or indirectly, in any business or other activity adverse to the best interests of the business of the Company.

3.In the event that the employment of the Participant by the Company is terminated for any reason other than death, disability, a Separation from Service such that the Participant is eligible for benefits under the Severance Plan, or retirement, any benefits under this Program shall thereupon terminate, and the Company shall have no further obligation hereunder. Nothing contained herein shall be construed to be a contract of employment for any term of years, nor as conferring upon the Participant the right to continue in the employ of the Company as a Management employee or in any other capacity. This Program relates exclusively to Executive Supplemental Benefits and is not intended to be an employment contract.

4.All payments hereunder shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established and no other segregation of assets shall be made to assure the payment of any benefits hereunder. Nothing contained in this Program, and no action taken pursuant to any of its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and the Participant, a designated beneficiary, or any other beneficiaries of the Participant, or any other person. Payments to the Participant or the Participant’s survivor or other designated beneficiary(ies) or any other beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general assets of the Company, and no person shall have by virtue of the

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provisions of this Program, any interest in such assets. To the extent that any person acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company.

5.In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant to allow the Company to recover, in whole, or in part, the cost of providing the benefits hereunder, neither the Participant, the survivor or other designated beneficiary(ies), nor any other beneficiary shall have any rights whatsoever therein; the Company shall be the sole owner and beneficiary thereof and shall possess and may exercise all incidents of ownership therein.

6.Benefits under this Program shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties. Notwithstanding the foregoing, the right to receive payment hereunder is hereby expressly declared to be personal, nonassignable and nontransferrable, except by will, intestacy, or as otherwise required by law, and in the event of any attempted assignment, alienation or transfer of such rights contrary to the provisions hereof, the Company shall have no further liability for payments hereunder.

7.Subject to Section 8 of Part E, the Company shall make all determinations as to rights to benefits under this Program. Any decision by the Company denying a claim by the Employee or his or her beneficiary for benefits under this Plan shall be stated in writing and delivered or mailed to the Participant or such beneficiary hereof. Such notice shall set forth the specific reasons for the denial, written in a manner that may be understood without legal or actuarial counsel. In addition, the Company shall afford a reasonable opportunity to the Participant or such beneficiary for a full and fair review of the decision denying such claim.

8.The Board (either directly or through its designees) will have power and authority to interpret, construe, and administer this Program; provided that, the Board’s authority to interpret this Program shall not causethe Board’s decisions in this regard to be entitled to a deferential standard of review in the event that a Participant or beneficiary seeks review of the Board’s decision as described below. In addition, the Board shall have the power to prospectively modify or terminate this Program, provided that any such modification or termination does not result in the elimination of any rights that the Participant or beneficiary may have under this Program. Absent the consent of the Participant, however, the Board shall in no event have any authority to modify this section.

No member of the Board, nor its designee, shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Program.

In the event of an amendment or termination of any Part of this Program, the benefits payable on account of a retired or deceased Participant shall not be impaired, and the benefits of other Participants shall not be less than the benefits to which each such Participant would have been entitled immediately prior to such amendment or termination of any Part (or Parts) of the Program.

Because it is agreed that time will be of the essence in determining whether any payments are due to a Participant or his or her beneficiary under this Program, a Participant or beneficiary

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may, if he or she desires, submit any claim for payment under this Program to arbitration. This right to select arbitration shall be solely that of the Participant or beneficiary and the Participant or beneficiary may decide whether or not to arbitrate in his or her discretion. The “right to select arbitration” is not mandatory on the Participant or beneficiary, and the Participant or beneficiary may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Participant only he or she can use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if Participant or beneficiary has submitted a request to be paid under this Program and the claim is finally denied by the Company in whole or in part, such claim may be filed in writing with an arbitrator of Participant’s or beneficiary’s choice who is selected by the method described in the next four sentences. The first step of the selection shall consist of the Participant or beneficiary submitting a list of five potential arbitrators to the Company. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Company shall select one of the five arbitrators as the arbitrator for the dispute in question. If the Company fails to select an arbitrator within one week after receipt of the list, the Participant or beneficiary shall then designate one of the five arbitrators for the dispute in question.

The arbitration hearing shall be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing shall be allowed without the mutual consent of Participant or beneficiary and the Company. Absence from or nonparticipation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator’s discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator’s award shall be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

In the event the arbitrator finds that the Company has breached this Program, he or she shall order the Company to pay to Participant or beneficiary within two business days after the decision is rendered the amount then due the Participant or beneficiary. The award of the arbitrator shall be final and binding upon the parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Company will be considered the prevailing party in a dispute if the arbitrator determines (1) that the Company has not breached this Program and (2) the claim by Participant or his or her beneficiary was not made in good faith. Otherwise, the Participant or his or her beneficiary will be considered the prevailing party. In the event that the Company is the prevailing party, the fee of the arbitrator and all

10

necessary expenses of the hearing (excluding any attorneys’ fees incurred by the Participant or his or her beneficiary) including the fees of a stenographic reporter, if employed, shall be paid by the Administrator. In the event that the Participant or his or her beneficiary is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys’ fees incurred by Participant or his or her beneficiary in pursuing his or her claim and the fees of a stenographic reporter, if employed), shall be paid by the Company by March 15 of the year following the year in which the arbitrator determines who is the prevailing party.

9.If any person entitled to payments under this Program is incapacitated and unable to use such payments in his or her own best interest, the Company may direct that payments (or any portion thereof) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. The Company shall have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

10.A Participant or his or her designated beneficiary or beneficiaries may submit a hardship distribution request to the Board or its designee in writing setting forth the reasons for the request. The Board or its designee will have the sole authority to approve or deny such requests. Upon a finding that the Participant has suffered an Unforeseeable Emergency, the Board or its designee may in its discretion, permit the Participant to accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency. For purposes of Section 10 under this Part E, “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s designated beneficiary or beneficiaries, or the Participant’s spouse or dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

11.Notwithstanding any provision of this Program to the contrary, if the Participant is a “specified employee” as defined in Section 409A of the Code, the Participant shall not be entitled to any payments or benefits under the Program upon a termination of his or her employment until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Participant’s death. Any amounts otherwise payable to the Participant following a termination of his or her employment that are not so paid by reason of this Section 11 of Part E shall be paid as soon as practicable (and in any event within thirty (30) days) after the date that is six (6) months after the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). The provisions of this Section 11 of Part E shall only apply if, and to the extent, required to comply with Section 409A of the Code.

SOUTHERN CALIFORNIA EDISON COMPANY

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EX-10.8

Exhibit 10.8

Southern California Edison Company

EXECUTIVE RETIREMENT PLAN

for Executives of Participating

EDISON INTERNATIONAL

Companies

(Composite Plan Document)

As Restated Effective

December 31, 2008

TABLE OF CONTENTS

PREAMBLE		1
I. DEFINITIONS
II. PARTICIPATION		5
	2.01 Eligibility	5
	2.02 Pre-1995 Participation	5
III. BENEFIT DETERMINATION AND VESTING		6
	3.01 Overview	6
	3.02 Benefit Features	6
	3.03 Benefit Computation	6
	3.04 Vesting	7
	3.05 Benefit of Former Executives	7
IV. RETIREMENT BENEFITS		7
	4.01 Forms of Benefit Payment	7
	4.02 Interest	8
	4.03 Commencement of Payments	8
	4.04 Severance Benefits	8
V. TERMINATION BENEFITS		9
VI. SURVIVOR BENEFITS		9
	6.01 Overview	9
	6.02 Alternative Forms of Payment	9
VII. PAYMENT TERMS AND CONDITIONS		10
	7.01 Benefits Nonassignable	10
	7.02 Incapacity	10
	7.03 Hardship	10
	7.04 No Fiduciary Relationship	10

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TABLE OF CONTENTS

VIII. TAXES		11
	8.01 Taxes on Benefit Payments	11
	8.02 Taxes on Benefit Accrual	11
IX. BENEFICIARY		11
X. PLAN ADMINISTRATION		11
	10.01 Plan Interpretation	11
	10.02 Day-to-Day Administration	11
	10.03 Limited Liability	11
XI. AMENDMENT OR TERMINATION		12
	11.01 Authority to Amend or Terminate	12
	11.02 Limitations	12
XII. CLAIMS AND REVIEW PROCEDURES		12
	12.01 Claims Procedure	12
	12.02 Right To Arbitration	13
	12.03 Arbitration Procedures	13
	12.04 Enforcement of Award and Fees	14
XIII. MISCELLANEOUS		14
	13.01 Participation in Other Plans	14
	13.02 Relationship to Qualified Plan	14
	13.03 No Right to Employment	14
	13.04 Forfeiture	15
	13.05 Benefits Unsecured	15
	13.06 Validity and Applicable Law	16
	13.07 Captions	16

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SOUTHERN CALIFORNIA EDISON COMPANY

EXECUTIVE RETIREMENT PLAN

As Amended Effective December 31, 2008

PREAMBLE

The purpose of this Plan is to provide supplemental retirement benefits to Participants and surviving spouses or other designated beneficiaries of such Participants.

This Plan is hereby amended and restated to reflect that it only applies to benefits that were accrued and vested prior to January 1, 2005 in accordance with the provisions of Section 3.04 hereof. Benefits that accrue or vest on or after January 1, 2005 shall be paid under the Edison International 2008 Executive Retirement Plan (the “2008 Plan”) in accordance with the terms therein. In no event shall a Participant receive benefits under this Plan and the 2008 Plan with respect to the same year of service. This amendment and restatement also includes provisions that were set forth in the Edison International Severance Plan as of October 3, 2004 but that applied to this Plan and are thus not material modifications of the Plan that would cause it to be subject to Section 409A of the Internal Revenue Code of 1986, as amended.

I.
DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Southern California Edison Company Board of Directors.

Affiliate means EIX or any corporation or entity which along with Edison International, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code.

Base Salary means the annual basic rate of pay as fixed by the Company (excluding Incentive Awards, special awards, commissions, severance pay, and other non-regular forms of compensation).

Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended.

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Beneficiary means the person designated as such in accordance with Article IX of the Plan.

Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.02(a).

Board means the Board of Directors of EIX.

Cause means the occurrence of either or both of the following:

(1) The Participant’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or

(2) The willful engaging by the Participant in misconduct that is:

(i) if the event giving rise to the termination of the Participant’s employment does not occur during a Protected Period, in violation of EIX’s and/or the Participant’s Employer’s policies and practices applicable to the Participant from time to time; or

(ii) if the event giving rise to the termination of the Participant’s employment occurs during a Protected Period, that would have resulted in the termination of the Participant’s employment by EIX or the Participant’s Employer under EIX’s and/or the Participant’s Employer’s policies and practices applicable to the Participant in effect immediately prior to the start of the Protected Period. However, no act or failure to act, on the Participant’s part, shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of EIX and his or her Employer.

Change in Control means any one or more of the following:

(1) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX or an EIX affiliate) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing thirty percent (30%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” (or “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution.

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(2) On any day after January 1, 2001 (the “Measurement Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:

(i) was a member of the Board on the applicable Initial Date (an “Initial Director”); or

(ii) was elected to the Board, or was nominated for election by EIX’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.

A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by EIX’s shareholders, was approved by a vote of at least two‑thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the date that is two years before the Measurement Date.

(3) EIX is liquidated; all or substantially all of EIX’s assets are sold in one or a series of related transactions; or EIX is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of EIX outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of EIX (or as surviving entity) outstanding immediately after such merger, consolidation, or reorganization. Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an EIX subsidiary (short of a dissolution of EIX or a liquidation of substantially all of EIX’s assets, determined on an aggregate basis) will not constitute a Change in Control of EIX.

(4) The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change in Control of EIX for purposes of this Plan.

Code means the Internal Revenue Code of 1986, as amended.

Company means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Employer is obligated to pay such benefits, Company as to such Participant and benefits means the Employer employing the Participant upon the Participant’s Termination of Employment (or, as to any distribution of any benefit under the Plan prior to the Participant’s Termination of Employment, the Employer employing the Participant at the time of such distribution).

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Disability means the Participant’s eligibility for benefits under his or her Employer’s long-term disability plan applicable to the Participant, as determined by the Employer.

EIX means Edison International or any successor thereto.

Employer means EIX or any affiliated business of EIX that has adopted this Plan with the written consent of EIX, including but not limited to Southern California Edison, Edison Capital, Edison Mission Energy or Edison O&M (or any such entity’s successor). As the context may require, a Participant’s Employer means the Employer that employs or last employed the Participant.

Financial Hardship means an unexpected and unforeseen financial disruption arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence as determined by the Administrator or its designee. Needs arising from foreseeable events such as the purchase of a residence or education expenses for children will not, alone, be considered a Financial Hardship.

Incentive Award means the dollar amount of incentive (bonus) awarded by the Company to the Participant pursuant to the terms of an annual incentive award plan.

Participant means a key employee of an Affiliate, who (i) is a U.S. employee or an expatriate and is based and paid in the U.S., (ii) has been designated as an executive by the Administrator, the Company Board or the Company CEO for purposes of the Plan, and (iii) qualifies as a member of the "select group of management or highly compensated employees" under the Employee Retirement Income Security Act of 1974, as amended.

Person shall have the meaning ascribed to such term in Section 3(a)(9) of the United States Securities Exchange Act of 1934, as amended, and used in Section 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and 14(d)(2) thereof.

Plan means the Southern California Edison Company Executive Retirement Plan.

Protected Period means the period related to a Change in Control that is deemed to commence on the date that is six months before the date of the actual Change in Control and end on the date that is two years after the Change in Control.

Qualified Plan means the Southern California Edison Company Retirement Plan, or a successor plan, intended to qualify under Section 401(a) of the Code.

Retirement means separation from the Company upon attainment of at least age 55 with at least 5 Years of Service.

Senior Officer means (i) the CEO, President, Executive Vice Presidents, Senior Vice Presidents and elected Vice Presidents of the Sponsor and EIX, (ii) any officer of other Affiliates who has

4

been designated as a Section 16 Officer by the Board, and (iii) any other Affiliate employee designated by the Administrator to be a Senior Officer for purposes of the Plan.

Special Election means an election made by a Participant who has been terminated without Cause (other than due to the Participant’s Disability).

Sponsor means the Southern California Edison Company.

Termination Date means the last day the Participant is actually employed by an Employer in connection with the event that entitles the Participant to severance benefits.

Termination of Employment means the voluntary or involuntary cessation of the Participant's employment with the Company for any reason other than death or Retirement. Termination of Employment will not be deemed to have occurred for purposes of this Plan if the Participant is reemployed by another Affiliate within 30 days of ceasing work with the Company.

Total Compensation means (i) for non-Senior Officer Participants, the annualized average Base Salary as fixed by the Company based on the Participant’s 36 highest months of Base Salary, and (ii) for Senior Officers, the annualized average of Base Salary plus Incentive Award based on the 36 months in which the Participant had the highest combination of Base Salary and Incentive Award. The 36 months need not be consecutive. For purposes of determining the highest 36 months for Senior Officers, each of the Participant’s annual Incentive Awards will be spread evenly over the months worked in the years in which the Incentive Awards were earned. In no event will Total Compensation be less than the dollar amount determined under the terms of the Plan in effect on March 31, 1999 for Employees who were Participants on that date.

Year of Service means a calendar year in which the Participant is credited with 1,000 or more hours of service with the Company determined in accordance with the terms of the Qualified Plan.

II.
PARTICIPATION

2.01    Eligibility

Individuals are eligible to participate in the Plan when they become Senior Officers or are designated as executives by the Administrator, the Company Board or the Company CEO for purposes of this Plan. Participation in the Plan will continue as long as the individual remains a Senior Officer or a designated executive (subject to any applicable Plan restrictions).

2.02    Pre-1995 Participation

Employees who were Participants in the Plan on December 31, 1994 will continue to participate in the Plan as long as they remain designated as executives.

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III.
BENEFIT DETERMINATION AND VESTING

3.01    Overview

Benefits under the Plan will be payable with respect to any vested Participant upon Retirement to the extent the benefit payable under this Plan exceeds the benefit payable under other specified plans as provided under Section 3.03(a).

3.02    Benefit Features

(a) The Plan provides a supplemental retirement benefit calculated in accordance with Section 3.03 below. The Plan incorporates the following Benefit Features:

(i) Recognition of the amount of Base Salary that is not recognized for purposes of calculating benefits under the Qualified Plan due to limits imposed by the Code under Sections 415(b) or 401(a)(17).

(ii) Recognition of deferred salary that is not recognized for purposes of calculating benefits under the Qualified Plan.

(iii) Recognition of Incentive Awards that are not recognized for purposes of calculating benefits under the Qualified Plan.

(iv) An additional 0.75% benefit accrual over that provided by the Qualified Plan is earned for each Year of Service up to ten Years of Service. Plan eligibility during those years is not required.

(b) Senior Officers are eligible for all four Benefit Features. Other Participants are eligible for Benefit Features (i) and (ii) only.

(c) Participants in the Plan on December 31, 1994, are eligible for all four Benefit Features as long as they remain eligible to participate in the Plan, unless they were participants in the Plan on December 31, 1992 and did not elect to participate in the Executive Disability and Survivor Benefit Program, in which case they are not eligible for Benefit Feature (iv).

3.03 Benefit Computation

(a) The Sponsor will calculate the amount of any benefits payable under the Plan for each Participant at the time of the Participant's Retirement, death, or termination with a deferred vested benefit. The amount payable under this Plan will be that dollar amount calculated pursuant to Section 3.03(b), reduced by (i) the dollar amount payable to the Participant (or spouse or contingent annuitant) under the terms of the Qualified Plan, or other Affiliate defined benefit plan, after taking into account any applicable restrictions or limitations as to such payments required by the Code or other applicable law or the terms of the Qualified Plan, or other applicable Affiliate defined benefit plan, and (ii) the actuarial single life annuity value, as

6

defined in the Qualified Plan, of the Participant’s Profit Sharing Account under the Sponsor’s Stock Savings Plus Plan, or successor plan.

(b) The Participant’s Total Compensation will be used to calculate benefit amounts based on the formulas set forth in Section 4.02(a) of the Qualified Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b) of the Qualified Plan, notwithstanding the Participant’s eligibility for such benefits under the terms of the Qualified Plan. The initial calculation of any Plan benefits based on Total Compensation including Incentive Awards will assume a target bonus for the final year of employment subject to adjustment based on the actual Incentive Award made. If the final Incentive Award is made after benefits under the Plan are paid or commenced under the Plan, the benefit will be recalculated from inception, any increase to date will be paid in a one-time adjustment to true-up payments already made, and future payments, if any, will be adjusted accordingly. Any benefit decreases will be reflected in a one-time adjustment in the account balance effective with the payment starting the following January. Notwithstanding any other provision of the Plan to the contrary, a maximum of 35 Years of Service will be recognized for purposes of the benefit determination under Section 4.02(a) of the Qualified Plan for Participants whose initial eligibility date under the terms of the Plan is after April 1, 1999.

3.04 Vesting

The right to receive benefits under the Plan will vest when the Participant (i) has completed five Years of Service with an Affiliate, (ii) is determined by the Administrator to be permanently and totally disabled while employed with an Affiliate, or (iii) dies while employed with an Affiliate.

3.05 Benefit of Former Executives

A vested Participant who remains employed with an Affiliate until Retirement but is no longer a designated executive will retain a benefit in the Plan based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s eligible status and reduced by the amounts specified in Section 3.03(a) determined upon the Participant’s Retirement.

IV.
RETIREMENT BENEFITS

4.01 Forms of Benefit Payment

(a) The normal form of benefit payout under this Plan is a joint and survivor annuity which will commence upon Retirement of the Participant and be paid monthly for the lifetime of the Participant. Upon the death of the Participant, the survivor will be entitled to the benefits payments described in Article VI.

(b) If, at least 90 days prior to his or her Retirement, the Participant elects an alternative form of payout, upon Retirement by the Participant (either early or normal Retirement), the value of his or her benefits payable under this Plan as of the date of Retirement will be paid in the manner elected by the Participant in (i) a single lump-sum payment calculated using the rate of interest

7

determined pursuant to Section 4.02, and based upon the mortality table prescribed in Revenue Ruling 2001-62, (ii) in monthly installments (of principal, plus interest) over a period of 60 months, or (iii) in monthly installments (of principal, plus interest) over a period of 120 months.

(c) If a Participant elects a payout in monthly installments of principal plus interest over a period of 60 months or 120 months, monthly payments will be calculated in such a way that equal monthly payments on the first day of each month for the remainder of the payout period with interest would bring the balance to zero by the end of that period. The account will be reamortized annually effective January 1^st based on the December 31^st account balance and the revised interest rate as determined pursuant to Section 4.02.

4.02 Interest

The annual reamortization of payments described in Section 4.01(c) will be determined using a monthly rate of interest that is one-twelfth of the average Moody's Corporate Bond Yield for Aa Public Utility Bonds for the twelve months preceding November 1^st of the prior year. This interest rate determined on an annualized basis will also be used to calculate starting balances and lump sums for purposes of Section 4.01(b).

4.03 Commencement of Payments

Payments under this Plan on account of Retirement will be paid in full if the lump-sum option is chosen, or will begin to be paid in monthly installments, if a monthly payment option is chosen, within 30 days of the date on which the Participant retires, or as soon thereafter as practicable. To the extent reasonably practicable, monthly payments under this Plan will be made at a time coincident with the payment of benefits under the Qualified Plan.

4.04 Severance Benefits

If the Participant has attained age 55 at the time of his Termination of Employment, then the Participant’s benefit will be paid or payments will commence within 30 days after the Participant’s Termination Date, or as soon thereafter as practicable, in the retirement payment form elected by the Participant (such benefits will be paid in the retirement payment form elected by the Participant even if the Participant does not have at least five years of service credit) or in the form elected by the Participant on the Special Election form (in such form as may be approved by the Committee). If a Participant makes an election on the Special Election form and such form is received by EIX more than 90 days before the Participant’s Termination Date, such election shall control over any other election made by the Participant; otherwise, the Participant’s regular election will control. If the Participant has not attained age 55 at the time of his Termination of Employment, then the Participant’s benefit will be paid or payments will commence within 30 days after the date the Participant actually attains age 55, or as soon thereafter as practicable. In such circumstances, the Participant’s form of payment will be determined in accordance with the Plan, except that the Participant may by written notice to EIX at least 90 days before he or she attains age 55 elect an optional form of payment from any of the retirement payment options available, in which case the Participant’s benefit will be paid in the form so elected by the Participant.

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V.
TERMINATION BENEFITS

If the Participant terminates his or her employment with the Company prior to Retirement (either early or normal), but with a deferred vested interest in the Plan, benefits will be payable under this Plan reduced by the amounts specified in Section 3.03(a) determined as of the benefit commencement date adjusted to reflect any distributions from the Participant’s Profit Sharing Account under the Sponsor’s Stock Savings Plus Plan, or successor plan, that occurred since the employment termination date in a manner consistent with the Qualified Plan. If the vested individual was not a designated executive at the time employment was terminated, the Plan benefit determined before the Section 3.03(a) reductions will be based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s status as a designated executive. Subject to Section 4.04 but notwithstanding any other provision in the Plan to the contrary, any benefits payable under this Plan due to Termination of Employment will be paid as an annuity only, beginning at age 55 and calculated as of the Participant's Normal Retirement Age under the Qualified Plan, reduced for early retirement by multiplying that amount by a factor of 0.536. A joint and survivor annuity will be the normal form of benefit. The Participant may elect another annuity option available under the Qualified Plan, subject to the same terms and conditions as would apply to such an election under the Qualified Plan.

VI.
SURVIVOR BENEFITS

6.01 Overview

In addition to the amount payable hereunder to a retired Participant, this Plan will pay a benefit, similarly computed, to an eligible surviving spouse or to a contingent annuitant under the "Spouse's Pension", the "Pre-retirement Survivor Annuity Option", or the "Contingent Annuitant Option" provisions of the Qualified Plan if such spouse's pension, survivor annuity or contingent annuity is reduced or limited as required by currently applicable law or the terms of the Qualified Plan.

6.02 Alternative Forms of Payment

(a) Upon the death of a Participant who has elected an alternative form of benefit payment under the Plan prior to the receipt of the full amount credited to his or her account, the balance of the account will be paid in accordance with the Participant's previously elected method of payment to the Participant's designated beneficiary or beneficiaries, as provided herein, over the remainder of the elected payout period until the full amount has been paid.

(b) If the 60 or 120 month payout options have been chosen, and if no designated beneficiary or beneficiaries survive the Participant, or if a designated beneficiary dies before the balance of the account has been paid, the balance of the account of the Participant or of the designated beneficiary will be paid in one lump-sum payment to the estate of the Participant if no designated beneficiaries survive him or her, or if such designated beneficiaries survive the Participant, to the estate of whomever was last receiving benefit payments, as soon as practicable following the Participant's or the designated beneficiary's death.

9

(c) If the Participant dies while an active Employee, and a benefit is payable under the Plan, the designated beneficiary or beneficiaries, or if no designated beneficiaries survive the Participant, the Participant’s estate may select any of the benefit payout options described in Section 4.01(b).

VII.
PAYMENT TERMS AND CONDITIONS

7.01 Benefits Nonassignable

Benefits under this Plan will be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties. Notwithstanding the foregoing, the right to receive payment hereunder is hereby expressly declared to be personal, nonassignable and nontransferable, except by will, intestacy, or as otherwise required by law, and in the event of any attempted assignment, alienation or transfer of such rights contrary to the provisions hereof, the Company will have no further liability for payments hereunder.

7.02 Incapacity

If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, the Company or Sponsor may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. The Company or Sponsor, as the case may be, will have no obligation to supervise the use of such payments, and court‑appointed guardianship or conservatorship may be required.

7.03 Hardship

Upon written application made to the Administrator, the Participant or his or her designated beneficiary or beneficiaries may request payment in some form other than the method of payment originally elected. Such request must establish to the satisfaction of the Administrator or its designee that special circumstances, such as Financial Hardship, exist which require such a variation in payment. The Administrator, or its designee, will exercise sole discretion in allowing or refusing such requests, and the decision of the Administrator or its designee on such requests will be final.

7.04 No Fiduciary Relationship

Nothing contained in this Plan, and no action taken pursuant to any of its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company or Sponsor and the Participant, a designated beneficiary, or any other beneficiaries of the Participant, or any other person. To the extent that any person acquires a right to receive payments from the Company under the provisions hereof, such right will be no greater than the right of any unsecured general creditor of the Company.

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VIII.
TAXES

8.01 Taxes on Benefit Payments

Any amounts paid under this Plan on account of termination, Retirement, death or hardship will be subject to any income tax withholding or other deductions as may be required by federal, state, or local law.

8.02 Taxes on Benefit Accrual

A Participant’s annual benefit accrual may be subject to federal, state or local payroll taxes. Such taxes will be withheld from the Participant’s salary as may be required by federal, state or local law.

IX.
BENEFICIARY

At the time the Eligible Employee elects his or her payout method under this Plan, he or she shall designate a beneficiary or beneficiaries. The designation may be changed at any time by the Eligible Employee; however, the consent of a spouse may be required.

X.
PLAN ADMINISTRATION

10.01 Plan Interpretation

The Administrator (either directly or through its designees) will have power and authority to interpret, construe, and administer this Plan; provided that, its authority to interpret this Plan will not cause its decisions in this regard to be entitled to a deferential standard of review in the event that an Participant or beneficiary seeks review of the Administrator’s decision as described in Article XII.

10.02 Day-to-Day Administration

Day to day administration of the Plan has been delegated by the Administrator to the Sponsor, under the direction of the officer responsible for Human Resources, or such other individuals as may be authorized by him or her to perform such duties. Such administration will include the power to interpret the Plan and make such equitable adjustments as may be necessary to effectuate the purposes thereof.

10.03 Limited Liability

Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.

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XI.
AMENDMENT OR TERMINATION

11.01 Authority to Amend or Terminate

The Administrator will have full power and authority to prospectively modify or terminate this Plan, and the Administrator's interpretations, constructions and actions, including any valuation of the Participant's account or benefits, or the amount or recipient of the payment to be made, will be binding and conclusive on all persons for all purposes. Absent the consent of the Participant, however, the Administrator will in no event have any authority to modify this section. However, no such amendment or termination will apply to any person who has then qualified for or is receiving benefits under this Plan.

11.02 Limitations

In the event of Plan amendment or termination which has the effect of eliminating or reducing a benefit under the Plan, the benefit payable on account of a retired Participant or survivor or other beneficiary will not be impaired, and the benefits of other Participants will not be less than the benefit to which each such Participant would have been entitled if he or she had retired immediately prior to such amendment or termination.

XII.
CLAIMS AND REVIEW PROCEDURES

12.01 Claims Procedure

(a) The Administrator will notify a Participant or his or her Beneficiary (or person submitting a claim on behalf of the Participant or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan's claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to

12

present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant's Beneficiaries.

12.02 Right To Arbitration

Because it is agreed that time will be of the essence in determining whether any payments are due to a Participant or his or her beneficiary under this Plan, a Participant or beneficiary may, if he or she desires, submit any claim for payment under this Plan to arbitration. This right to select arbitration will be solely that of the Participant or beneficiary and the Participant or beneficiary may decide whether or not to arbitrate in his or her discretion. The "right to select arbitration" is not mandatory on the Participant or beneficiary, and the Participant or beneficiary may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Participant only he or she can use the arbitration procedure set forth in this section.

12.03 Arbitration Procedures

(a) Any claim for arbitration may be submitted as follows: if a Participant or beneficiary has submitted a request to be paid under this Plan and the claim is finally denied by the Sponsor in whole or in part, such claim may be filed in writing with an arbitrator of the Participant's or beneficiary's choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the Participant or beneficiary submitting a list of five potential arbitrators to the Sponsor. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Sponsor will select one of the five arbitrators as the arbitrator for the dispute in question. If the Sponsor fails to select an arbitrator within one week after receipt of the list, the Participant or beneficiary will then designate one of the five arbitrators for the dispute in question.

(b) The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the Participant or beneficiary and the Sponsor. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award. The arbitrator's award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

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(c) In the event the arbitrator finds that the Sponsor has breached this Plan, he or she will order the Sponsor to pay to the Participant or beneficiary within two business days after the decision is rendered the amount then due the Participant or beneficiary. The award of the arbitrator will be final and binding upon the parties.

12.04 Enforcement of Award and Fees

The award may be enforced in any appropriate court as soon as possible after its rendition. The Sponsor will be considered the prevailing party in a dispute if the arbitrator determines (1) that the Sponsor has not breached this Plan and (2) the claim by the Participant or his or her beneficiary was not made in good faith. Otherwise, the Participant or his or her beneficiary will be considered the prevailing party. In the event that the Sponsor is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys' fees incurred by the Sponsor) including stenographic reporter, if employed, will be paid by the losing party. In the event that the Participant or his or her beneficiary is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys' fees incurred by the Participant or his or her beneficiary in pursuing his or her claim), including the fees of a stenographic reporter if employed, will be paid by the Sponsor.

XIII.
MISCELLANEOUS

13.01 Participation in Other Plans

The Participant will continue to be entitled to participate in all employee benefit programs of the Company as may, from time to time, be in effect. However, Total Compensation includable under this Plan will be deemed salary or other compensation to the Participant for the purpose of computing benefits under this Plan only, and will be used only under this Plan to calculate those benefits to which the Participant would otherwise be entitled under the Qualified Plan if such Total Compensation could have been included in the determination of benefits under that Plan.

13.02 Relationship to Qualified Plan

This Plan will to the full extent possible under currently applicable law be administered in accordance with, and where practicable according to the terms of the Qualified Plan. Notwithstanding the foregoing, the terms of this Plan shall control benefits payable under this Plan whenever the terms of the Qualified Plan differ from this Plan.

13.03 No Right to Employment

Nothing contained herein will be construed as conferring upon the Participant the right to continue in the employ of the Company, in any particular salary grade, or in any other capacity. If the Participant ceases to be an Participant in the Plan but remains in the employ of the Company, any benefits due the Participant under the Plan will not be payable until such time as he or she retires, or ceases to be an employee of the Company, and then only subject to the terms and conditions contained in this Plan.

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13.04 Forfeiture

The payments to be made pursuant to the Plan require the Participant, for so long as the Participant remains in the active employ of the Company, to devote substantially all of his or her time, skill, diligence and attention to the business of the Company, and not to actively engage, either directly or indirectly, in any business or other activity adverse to the best interests of the business of the Company. In addition, the Participant will remain available during Retirement for consultation in any matter related to the affairs of the Company. Any breach of these conditions will result in complete forfeiture of any further benefits under the Plan. If the Participant will fail to observe any of the above conditions, or if he or she will be discharged by the Company for malfeasance or willful neglect of duty, then in any of said events, the payments under this Plan will not be paid, and the Sponsor and the Company will have no further liability therefor.

13.05 Benefits Unsecured

A Participant’s benefits will be unsecured and will be paid in cash from the general funds of the Participant’s Company. Notwithstanding the foregoing or anything in the definition of “Company” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Company obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Employers or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Employers. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Employer with respect to such benefits. Upon an election by EIX under this Section 13.05, benefits covered by the election will be paid from the general funds of EIX (and not the Employer that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Employer that would otherwise pay such benefits, the Employer will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Employer fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Employer to EIX without the consent of EIX, the Employer that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 13.05 by providing written notice to the Administrator and the applicable Employers regarding the effective date of such election, and the benefits, Employers and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Employers will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Employer to EIX of relevant benefits accrued through the date of EIX’s election based on the Projected Benefit Obligation (“PBO”) with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Employer to EIX of benefits accrued based on the PBO beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Employer to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis. Projected Benefit Obligation represents the actuarial present value of

15

vested and non-vested benefit obligation based on expected future Total Compensation of Executives. No special or separate fund will be established and no other segregation of assets will be made to assure the payment of any benefits hereunder. No person will have by virtue of the provisions of this Plan, any interest in such assets. In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant to allow the Company to recover, in whole, or in part, the cost of providing the benefits hereunder, neither the Participant, the survivor or other designated beneficiary(ies) nor any other beneficiary will have any rights whatsoever therein; the Company will be the sole owner and beneficiary thereof and will possess and may exercise all incidents of ownership therein.

13.06 Validity and Applicable Law

If any of the provisions of this Plan will be held invalid, or be held to violate any law, the remainder of this Plan will not be affected thereby and will remain in full force and effect. This Plan will be governed by the laws of the State of California.

13.07 Captions

The captions of the articles and sections of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

SOUTHERN CALIFORNIA EDISON COMPANY

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EX-10.8.1

Exhibit 10.8.1

EDISON INTERNATIONAL

2008 EXECUTIVE RETIREMENT PLAN

Amended and Restated Effective

December 11, 2013

TABLE OF CONTENTS

PREAMBLE		1
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 PARTICIPATION		4
ARTICLE 3 BENEFIT DETERMINATION AND VESTING		5
3.1	Overview	5
3.2	Benefit Features	5
3.3	Benefit Computation	6
3.4	Vesting	7
3.5	Benefit of Former Executives	7
ARTICLE 4 PAYMENT ELECTIONS		7
4.1	Primary Payment Election	7
4.2	Contingent Payment Elections	9
4.3	Changes to Payment Elections	10
4.4	Small Benefit Exception	10
4.5	Six-Month Delay in Payment for Specified Employees	10
4.6	Conflict of Interest Exception, Etc.	11
ARTICLE 5 SURVIVOR BENEFITS		11
5.1	Payment	11
5.2	Benefit Computation	11
ARTICLE 6 BENEFICIARY DESIGNATION		11
ARTICLE 7 CONDITIONS RELATED TO BENEFITS		12
7.1	Nonassignability	12
7.2	Unforeseeable Emergency	12
7.3	No Right to Assets	12
7.4	Protective Provisions	13
7.5	Constructive Receipt	13
7.6	Withholding	14
7.7	Incapacity	14
ARTICLE 8 PLAN ADMINISTRATION		14
8.1	Plan Interpretation	14
8.2	Limited Liability	14

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TABLE OF CONTENTS

ARTICLE 9 AMENDMENT OR TERMINATION OF PLAN		14
9.1	Authority to Amend or Terminate	14
9.2	Limitations	15
ARTICLE 10 CLAIMS AND REVIEW PROCEDURES		15
10.1	Claims Procedure for Claims Other Than Due to Disability	15
10.2	Claims Procedure for Claims Due to Disability	15
10.3	Dispute Arbitration	17
ARTICLE 11 MISCELLANEOUS		18
11.1	Participation in Other Plans	18
11.2	Relationship to Qualified Plan	18
11.3	Forfeiture	18
11.4	Successors	19
11.5	Trust	19
11.6	Employment Not Guaranteed	19
11.7	Gender, Singular and Plural	19
11.8	Captions	19
11.9	Validity	19
11.1	Waiver of Breach	19
11.11	Applicable Law	20
11.12	Notice	20
11.13	ERISA Plan	20
11.14	Statutes and Regulations	20

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EDISON INTERNATIONAL

2008 EXECUTIVE RETIREMENT PLAN

Amended and Restated Effective December 11, 2013

PREAMBLE

The purpose of this Plan is to provide supplemental retirement benefits to Participants and surviving spouses or other designated Beneficiaries of such Participants.

This Plan applies to benefits that are accrued or vested after December 31, 2004, and is intended to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. Benefits that were accrued and vested prior to 2005 shall be paid under the Predecessor Plan in accordance with the terms therein, and shall not be subject to any of the terms of this Plan. In no event shall a Participant receive benefits under this Plan and the Predecessor Plan with respect to the same years of service.

ARTICLE 1
DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.

Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a “controlled group of corporations” within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 6 of the Plan.

Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.2(a).

Board means the Board of Directors of EIX.

Bonus means the dollar amount of bonus awarded by the Employer to the Participant pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan, or a successor plan governing annual executive bonuses.

Change in Control means a Change in Control of EIX as defined in the Severance Plan.

Code means the Internal Revenue Code of 1986, as amended.

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Contingent Event means the Participant’s Disability or death while employed by an Affiliate or Separation from Service for other reasons if such event occurs prior to the Participant’s Retirement.

Contingent Payment Election means an election regarding the time and form of payment made or deemed made in accordance with Section 4.2.

Disability means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer.

EIX means Edison International.

Employer means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Separation from Service (or, as to any distribution of any benefit under the Plan prior to the Participant’s Separation from Service, the Affiliate employing the Participant at the time of such distribution).

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Executive means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board.

Executive Profit Sharing Credits mean the amounts the Employer would have contributed to the Savings Plan if the Participant were not subject to Sections 415 and 401(a)(17) of the Code and if the Participant’s elective deferrals under the EIX 2008 Executive Deferred Compensation Plan or predecessor or successor plans governing nonqualified deferrals were included in the definition of Earnings under the Savings Plan.

Participant means either (1) an employee of an Affiliate, who (i) is a U.S. employee or an expatriate and is based and paid in the U.S.; (ii) has been designated as an Executive by the Administrator, the Affiliate’s board or the Affiliate’s CEO for purposes of the Plan; and (iii) qualifies as a member of the “select group of management or highly compensated employees” under ERISA; or (2) a person who has a vested benefit under the Plan by virtue of prior employment as an Executive of an Affiliate, which vested benefit has not yet been completely distributed.

Payment Election means a Primary Payment Election or a Contingent Payment Election. Payment Elections shall be made on a form and in a manner prescribed by the Administrator, which may include electronic elections.

2

Plan means the EIX 2008 Executive Retirement Plan.

Predecessor Plan means the Southern California Edison Company Executive Retirement Plan.

Primary Payment Election means an election regarding the time and form of payments made or deemed made in accordance with Section 4.1.

Profit Sharing means the programs under which some Affiliates have made profit sharing or gain sharing contributions to the Savings Plan.

Qualified Plan means the Southern California Edison Company Retirement Plan, or a successor plan, intended to qualify under Section 401(a) of the Code.

Retirement means Separation from Service upon attainment of at least age 55 with at least 5 Years of Service.

Salary means the Participant’s basic pay from the Employer (excluding Bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Savings Plan or the EIX 2008 Executive Deferred Compensation Plan or predecessor or successor plans governing deferral of salary.

Savings Plan means the Edison 401(k) Savings Plan.

Senior Officer means (i) the CEOs, Presidents, Executive Vice Presidents, Senior Vice Presidents and elected Vice Presidents of EIX and its Affiliates and (ii) any other Affiliate employee designated by the Administrator to be a Senior Officer for purposes of the Plan.

Separation from Service occurs when a Participant dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

Severance Plan means the EIX 2008 Executive Severance Plan (or any similar successor plan).

Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i).

Specified Employee means a Participant who is designated as an elected Vice President or above by the Administrator, using the identification date and methods determined by the Administrator.

Termination of Employment means the voluntary or involuntary Separation from Service for any reason other than Retirement or death.

Total Compensation means (i) for Participants not eligible for Benefit Feature (iii), the monthly average Salary based on the Participant’s 36 highest consecutive months of Salary, and (ii) for Participants eligible for Benefit Feature (iii), the monthly average Salary plus Bonus

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based on the 36 consecutive months in which the Participant had the highest combination of Salary and Bonus. The 36 months need not be consecutive for individuals who were Participants in the Predecessor Plan and eligible for Benefit Feature (iii) before January 1, 2008. For purposes of determining the highest 36 months for Participants eligible for Benefit Feature (iii), each of the Participant’s annual Bonuses will be spread evenly over the months worked in the years in which the Bonuses were earned. If a vested individual terminates prior to Retirement and was no longer a designated Executive at the time employment was terminated, the Plan benefit described in Section 3.3(a) will be based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s status as a designated Executive.

Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s spouse or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

Valuation Date means the date as of which the Participant’s benefit will be calculated, and is the first day of the month following the month in which the final day of employment falls prior to Separation from Service, death or Disability, except that if the Participant’s Separation from Service is a Termination of Employment, the Valuation Date is the later of (1) the first day of the month of the Participant’s 55th birthday or (2) the first day of the month following the month in which the Participant’s final day of employment occurs prior to Termination of Employment.

Year of Service means a year of service as determined in accordance with the terms of the Qualified Plan. For Participants grandfathered in the defined-benefit final average pay benefit feature of the Qualified Plan (other than any such grandfathered Participants who were hired by an Affiliate or its subsidiaries in 1999 from Commonwealth Edison Company), years of service will be determined according to the same rules applicable to such benefit. For all other Participants, years of service will be determined according to the rules applicable to the cash‑balance feature of the Qualified Plan. A Participant’s prior service with Commonwealth Edison Company will be recognized for purposes of this Plan if the individual was a Participant on or before April 1, 2012 and was hired by an Affiliate (or its subsidiaries) in 1999 from Commonwealth Edison Company in connection with an acquisition transaction involving Edison Mission Energy. A Participant’s prior service with Citizens Power LLC will be recognized for purposes of this Plan if the individual was a Participant on or before April 1, 2012 and was hired by an Affiliate (or its subsidiaries) in 2000 in connection with the acquisition of Citizens Power LLC by Edison Mission Energy.

ARTICLE 2PARTICIPATION

Individuals are eligible to participate in the Plan when they become Senior Officers or are designated as Executives by the Affiliate’s board or the Affiliate’s CEO for purposes of this Plan. Participation in the Plan will continue as long as the individual remains a Senior Officer or

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a designated Executive (subject to any applicable Plan restrictions) or has a vested benefit under the Plan that has not been completely paid out.

ARTICLE 3BENEFIT DETERMINATION AND VESTING

3.1 Overview

Benefits under the Plan will be payable with respect to any vested Participant following Retirement or the occurrence of a Contingent Event to the extent a benefit under the Plan is determined to exist by calculations as provided under Section 3.3(a).

3.2 Benefit Features

(a)The Plan provides a supplemental retirement benefit calculated in accordance with Section 3.3 below. The Plan incorporates the following Benefit Features:

(i)Recognition of the amount of Salary that is not recognized for purposes of calculating benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan due to limits imposed by the Code under Sections 415(b) or 401(a)(17).

(ii)Recognition of deferred Salary that is not recognized for purposes of calculating benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan.

(iii)Recognition of Bonuses that are not recognized for purposes of calculating benefits under the Qualified Plan.

(b)Participants who are Senior Officers on the date of their termination of employment are eligible for all three Benefit Features. Other Participants are eligible for Benefit Features (i) and (ii) only; provided, however, as to a Participant who was once a Senior Officer but who is not described in the immediately preceding sentence, such Participant shall be eligible for Benefit Features (i) and (ii) only, but his or her benefits shall not be less than if the Participant had terminated employment on December 11, 2012 and had Bonuses recognized for purposes of determining his or her benefits as of December 11, 2012.

(c)Participants in the Predecessor Plan on December 31, 1994 and Participants who were CEOs, Presidents, Executive Vice Presidents or Senior Vice Presidents of EIX or its Affiliates or elected Vice Presidents of EIX, Southern California Edison Company or Edison Capital prior to January 1, 2006, are also eligible for all three Benefit Features and an additional 0.75% benefit accrual for each Year of Service up to ten Years of Service, unless they were participants in the Predecessor Plan on December 31, 1992 and elected not to participate in the Executive Disability and Survivor Benefit Program, in which case they are eligible for all three Benefit Features but not for the additional 0.75% benefit accrual.

(d)Notwithstanding the above, elected Vice Presidents of Edison Mission Energy, Edison Mission Marketing and Trading, and Midwest Generation whose Separation from Service occurred prior to January 1, 2006, are eligible for Benefit Features (i) and (ii) only.

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3.3 Benefit Computation

(a)EIX will calculate at the time of a Participant’s death, Disability or Separation from Service the amount of any benefit payable under the Plan. The benefit payable under this Plan will be the greater of (1) the value of the single life annuity calculated pursuant to Section 3.3(b), reduced by (i) the value of the single life annuity (unreduced for a contingent annuitant) payable to the Participant under the terms of the Qualified Plan, or other Affiliate defined benefit plan, after taking into account any applicable restrictions or limitations as to such payments required by the Code or other applicable law or the terms of the Qualified Plan, or other applicable Affiliate defined benefit plan; (ii) the actuarial single life annuity value, as defined in the Qualified Plan, of the Participant’s Profit Sharing Account under the Savings Plan, or a successor plan; and (iii) the portion of the Participant’s Social Security benefit specified in the Qualified Plan or (2) the actuarial single life annuity value of the notional account derived from any Executive Profit Sharing Credits allocated to the Participant plus earnings thereon.

(b)The Participant’s Total Compensation and Years of Service will be used to calculate the value of the single life annuity benefit based on the “Supplemental A” formula set forth in Section 4.02(a) of the Qualified Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b) of the Qualified Plan, and also, in the case of Disability, Exhibit B of the Qualified Plan, or, in the case of Termination of Employment, Exhibit G of the Qualified Plan, notwithstanding the Participant’s eligibility for such benefits under the terms of the Qualified Plan. If the final Bonus is determined after benefits under the Plan are paid or commenced, the benefit will be recalculated from inception and a one-time adjustment will be made to true-up payments already made, and future payments, if any, will be adjusted accordingly. Any true-up payment will be made within two and one-half months of the date the final Bonus is determined.

(c)If a Participant is entitled to benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, and has satisfied all conditions for such benefits, then an additional Year of Service credit (in the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice Presidents and Presidents and other officers designated by the CEO of EIX to be in Executive Compensation Band D or above, but three years for the Chief Executive Officer of EIX, Southern California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial Officer of EIX) and an additional year of age (in the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice Presidents and Presidents and other officers designated by the CEO of EIX to be in Executive Compensation Band D or above, but three years for the Chief Executive Officer of EIX, Southern California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial Officer of EIX) shall be included for purposes of the benefit calculation under Section 3.3(b), including in applying the benefit formula under the Qualified Plan for grandfathered employees who are not yet age 55 but who have 68 points. The value added to the Plan benefit by this severance enhancement shall be the difference between the gross benefit calculated as described in Section 3.3(b) but with the additional age and service credits, before any reduction for benefits under other plans pursuant to Section 3.3(a), and the unenhanced gross benefit calculated under Section 3.3(b). Notwithstanding anything to the contrary in this Section 3.3(c), if a Participant becomes entitled to benefits under the Severance Plan or any similar successor plan and is subsequently rehired as an Executive prior to the date

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lump sum payments or initial installment or annuity payments commence, the Participant shall not be entitled to any additional Year of Service or age credits under this Section 3.3.

(d)Participants who are also eligible for Profit Sharing may receive Executive Profit Sharing Credits. If any Profit Sharing contribution is reduced because a portion of the Participant’s Salary is excluded either because of nonqualified Salary deferrals or the limits imposed by Sections 415 and 401(a)(17) of the Code, the amount by which the contribution was reduced will be credited to a notional Executive Profit Sharing Credit account under the Plan as of the date of the Profit Sharing contribution. Amounts in this notional account will earn notional interest at the rates in effect for cash balance interest credits in the Qualified Plan, credited daily and compounded annually. The resulting notional Executive Profit Sharing Credit amount will be taken into account in calculating the Plan benefit as described in Section 3.3(a).

(e)The lump sum value of the benefit payable under the Plan as of the Valuation Date will be actuarially determined as the present value of the Participant’s single life annuity benefit under the Plan as of that date, using the discount rate and mortality table then in effect for lump sum determination in the Qualified Plan, except that the lump sum value may not be less than the value of the notional Executive Profit Sharing Credit account balance as of that date. A notional account will be established as the Plan Benefit as of the Valuation Date, with an initial value equal to the lump sum value. The account will be credited with interest at the interest crediting rates in effect for the Qualified Plan until the account has been fully paid out according to the terms of the Plan and the Participant’s Payment Election.

3.4 Vesting

The right to receive benefits under the Plan will vest (i) when the Participant has completed five Years of Service with an Affiliate, (ii) upon the Participant’s Disability while employed with an Affiliate, (iii) upon the Participant’s death while employed with an Affiliate, or (iv) upon the Participant’s Separation from Service if the Participant is entitled to benefits under the Severance Plan and has satisfied all conditions for such benefits.

3.5 Benefit of Former Executives

A vested Participant who remains employed with an Affiliate until Retirement but is no longer a designated Executive will retain a benefit in the Plan based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s eligible status and reduced by the amounts specified in Section 3.3(a) determined upon the Participant’s Retirement.

ARTICLE 4

PAYMENT ELECTIONS

4.1 Primary Payment Election

Each year, a Participant may make a Primary Payment Election specifying the payment schedule for the benefits to be accrued in the following Plan Year by submitting an election to the Administrator in such time and manner established by the Administrator. The election made in one year shall apply for subsequent years unless prior to a subsequent year the Participant submits a new payment election for the subsequent year. By way of example, benefits

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attributable to Bonus compensation will be treated as accrued during the Plan Year when the relevant services are performed (and not any later year when the Bonus is actually paid), and any benefits attributable to additional Year of Service or age credits triggered by a Participant’s Separation from Service under the Severance Plan will be treated as accrued during the Plan Year when the Participant’s Separation from Service occurs.

On or before December 31, 2008, Participants may make a special Primary Payment Election in accordance with the transition rule under Section 409A of the Code for Plan benefits previously scheduled to commence payment after the calendar year in which the special Primary Payment Election is made.

The choices available for a Primary Payment Election are as follows:

(a)Joint and survivor life annuity paid in monthly installments; or

(b)Contingent life annuity paid in monthly installments; or

(c) Monthly installments for 60 to 180 months, as provided in the applicable Primary    Payment Election form; or

(d)A single lump sum; or

(e) Two to fifteen installments paid annually, as provided in the applicable     Primary Payment Election form; or

(f) Any combination of the choices listed in (c), (d) and (e), as provided in the applicable Primary Payment Election form.

Payments under a Primary Payment Election may commence upon (i) the Participant’s Retirement, (ii) the later of the Participant’s Retirement or the first day of a specific month and year, or (iii) the first day of the month that is a specified number of months and/or years following the Participant’s Retirement or the first day of a specified month a specified number of years following the calendar year in which the Participant’s Retirement occurs (provided that if the date otherwise determined pursuant to clauses (ii) and (iii) is later than the later of the Participant’s Retirement or the month and year in which the Participant attains age 75, the date pursuant to clauses (ii) and (iii) shall be the later of the Participant’s Retirement or the month and year in which the Participant attains age 75). If the Participant elects under a Primary Payment Election to receive payment pursuant to clause (ii) and the Participant dies prior to the later of Retirement or the specified payment date, payment shall be made pursuant to the Participant’s Contingent Payment Election (if any) for the Participant’s death (regardless of whether the Participant’s death occurs while the Participant is employed by an Affiliate or thereafter).

Subject to Section 4.5, lump sum payments or initial installment or annuity payments will be made within 90 days (60 days in the case of a payment triggered by a specified payment date) of the scheduled dates, and interest will be added to the payment amount for the days elapsed between the scheduled payment date and the actual date of payment. If the Participant’s delivery of a release would change the amount of his or her Plan benefit, and the period for the Participant to consider, execute, and revoke such release spans two different calendar years, and the 90- or

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60-day period, as applicable, specified above for the payment of any benefit contingent on such release also spans those two years, payment of the portion of the benefit contingent upon such release (and earnings thereon) shall be made in the time period otherwise specified above but in the second of those two years.

If paid in installments, the installments will be paid in amounts that will amortize the balance with interest credited at the interest crediting rates in effect for the Qualified Plan over the period of time benefits are to be paid. For purposes of calculating installments, the account will be valued as of the Valuation Date and subsequently as of December 31 each year with installments adjusted for the next calendar year according to procedures established by the Administrator. Notwithstanding anything herein to the contrary, distribution in installments shall be treated as a single payment as of the date of the initial installment for purposes of Section 409A of the Code. If paid in monthly installments, the installments may be paid in a single check or in more than one check for any given month, provided that in either such case the total amount of the monthly payment shall not change.

If no Primary Payment Election has been made, the Primary Payment Election shall be deemed to be a joint and survivor annuity paid in monthly installments commencing upon the Participant’s Retirement (or, if earlier, the Participant’s death or Disability).

4.2 Contingent Payment Elections

Each year, a Participant may make Contingent Payment Elections for each of the Contingent Events of (1) the Participant’s death while employed by an Affiliate, (2) the Participant’s Disability while employed by an Affiliate, and (3) Termination of Employment for the benefits to be accrued in the following Plan Year, which election will take effect upon the first Contingent Event that occurs before the Participant’s Retirement, by submitting an election to the Administrator in such time and manner established by the Administrator. The choices available for the Contingent Payment Elections are those specified in Section 4.1 except that the references to Retirement shall instead be the applicable Contingent Event if the event is death or Disability or the first day of the month of the Participant’s 55th birthday (or, if later, Termination of Employment) if the Contingent Event is Termination of Employment. The election made in one year shall apply for subsequent years unless prior to a subsequent year the Participant submits a new Payment Election for the subsequent year.

If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to Retirement, the Administrator will pay the benefit as specified in the Participant’s Primary Payment Election, except that payments scheduled for payment or commencement of payment “upon Retirement,” or with a payment date determined by reference to Retirement, will be paid, commence or have payment determined by reference to the first day of the month following the date of the Contingent Event if the Contingent Event is the Participant’s death or Disability, but will be the first day of the month of the Participant’s 55th birthday (or, if later, Termination of Employment) if the Contingent Event is Termination of Employment. If a Contingent Event occurs prior to Retirement and the Participant has made neither a Primary Payment Election nor a Contingent Payment Election, the Payment Election shall be deemed to be a joint and survivor life annuity payable on the first day of the month following the date of the Contingent Event if the Contingent Event is the Participant’s death or Disability, but payable on the first day of the month of the Participant’s 55th birthday (or, if later, the first day of the month

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following the month in which the Participant’s final day of employment occurs prior to Termination of Employment) if the Contingent Event is Termination of Employment.

4.3 Changes to Payment Elections

Participants may change a Primary Payment Election or Contingent Payment Election, including a deemed Payment Election, by submitting a new written Payment Election to the Administrator, subject to the following conditions: (1) the new Payment Election shall not be effective unless made at least twelve months before the payment or commencement date scheduled under the prior Payment Election, (2) the new Payment Election must defer a lump sum payment or commencement of installment or life annuity payments for a period of at least five years from the date that the lump sum would have been paid or installment or life annuity payments would have commenced under the prior Payment Election and (3) the election shall not be effective until twelve months after it is filed with the Administrator. If at the time a new Payment Election is filed the Administrator determines that imposition of the five-year delay would require that a Participant’s payments begin after he or she has attained age 75, then the Participant will not be permitted to make a new Payment Election. The payment schedules available under a new Payment Election are those specified in Sections 4.1 and 4.2 (as applicable) that are available for new Payment Elections at the time the new Payment Election is made, subject to the conditions specified in this paragraph.

Participants who have elected a form of life annuity as their Primary Payment Election or Contingent Payment Election (including any deemed Payment Election) may change such election from one form of life annuity to another form of life annuity otherwise permitted by the Plan by submitting a new written Payment Election to the Administrator, subject to the following conditions: (1) the new Payment Election shall not be effective unless made before the payment or commencement date scheduled under the prior Payment Election, (2) the payment or commencement date under the prior Payment Election is not changed (or the change is made pursuant to the provisions of the preceding paragraph), and (3) the annuities are actuarially equivalent (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(ii).

4.4 Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion and as determined by it in writing, pay the benefits in a single lump sum if the sum of all benefits payable to the Participant under this Plan and all Similar Plans is less than or equal to the applicable dollar amount under Section 402(g)(1)(B) of the Code.

4.5 Six-Month Delay in Payment for Specified Employees

Notwithstanding anything herein to the contrary, in the event that a Participant who is a Specified Employee is entitled to a distribution from the Plan due to the Participant’s Separation from Service, the lump sum payment or the commencement of installment or life annuity payments, as the case may be, may not be scheduled to occur or occur before the date that is the earlier of (1) six months following the Participant’s Separation from Service for reasons other than death or (2) the Participant’s death.

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4.6 Conflict of Interest Exception, Etc.

Notwithstanding the foregoing, the Administrator may, in its sole discretion, pay benefits in a single lump sum if permitted under Treasury Regulation Section 1.409A-3(j)(4)(iii). In addition, the Administrator may, in its sole discretion, accelerate benefits if and to the extent permitted under any of the other exceptions specified in Treasury Regulation Section 1.409A-3(j)(4) to the general rule in Section 409A of the Code prohibiting accelerated payments, provided that the terms of Section 4.4 of the Plan shall govern whether benefits will be paid in a single lump sum pursuant to the small benefit exception contained in Treasury Regulation Section 1.409A-3(j)(4)(v).

ARTICLE 5SURVIVOR BENEFITS

5.1 Payment

Following the Participant’s death, payment of the benefit will be made to the Participant’s Beneficiary or Beneficiaries according to the payment schedule elected or deemed elected according to Article 4.

5.2 Benefit Computation

In addition, if the applicable Payment Election or deemed Payment Election is for a joint and survivor life annuity, the survivor benefit is 50% of the Participant’s annuity amount, payable only to the spouse married to the Participant at the earlier of the commencement of Plan benefit payments to the Participant or the Participant’s death, but actuarially reduced if that spouse is more than five years younger than the Participant. If the election is for a contingent life annuity, the survivor benefit will be as elected. The survivor benefit associated with a life annuity will be calculated in a manner consistent with the survivor benefit provisions of the Qualified Plan except that this Plan will govern where its provisions under Section 3.3 are inconsistent with those of the Qualified Plan. The annuity value will be calculated as specified above and converted to a lump sum according to the provisions in Section 3.3(e).

ARTICLE 6BENEFICIARY DESIGNATION

The Participant will have the right, at any time, to designate any person or persons or entity as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant’s death; provided that if the Participant has elected (or is deemed to have elected) a Payment Election in the form of a joint and survivor life annuity or a contingent life annuity and designates a new person or entity as Beneficiary after annuity payments have commenced, the annuity payments to such newly designated Beneficiary must be made in the same amounts and at the same times as payments would have been made to the designated Beneficiary immediately preceeding the commencement of payments. The Beneficiary designation will be effective when it is submitted to the Administrator during the Participant’s lifetime in accordance with procedures established by the Administrator.

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The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of a Participant subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Participant’s new spouse has previously been designated as Beneficiary. The spouse of a married Participant must consent in writing to any designation of a Beneficiary other than the spouse.

If a Participant fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Participant, then the Administrator will direct the distribution of the benefits to the Participant’s estate. If a primary Beneficiary dies after the Participant’s death but prior to completion of the distribution of benefits under this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining payments will be made to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 7CONDITIONS RELATED TO BENEFITS

7.1 Nonassignability

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Participant or other claimants and from all orders, decrees, levies, garnishment or executions against any Participant to the fullest extent allowed by law. Notwithstanding the foregoing, the benefit payable to a Participant may be assigned in full or in part, pursuant to a domestic relations order of a court of competent jurisdiction.

7.2 Unforeseeable Emergency

A Retired Participant, a Participant who has a Disability, or a Participant who is age 55 or older may submit a hardship distribution request to the Administrator in writing setting forth the reasons for the request. The Administrator will have the sole authority to approve or deny such requests. Upon a finding that the Participant has suffered an Unforeseeable Emergency, the Administrator may in its discretion, permit the Participant to accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency.

7.3 No Right to Assets

A Participant’s benefits paid under the Plan will be paid from the general funds of the Participant’s Employer, and the Participant and any Beneficiary will be no more than unsecured general creditors of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Participant nor the Beneficiary will have a claim to benefits from any other Affiliate. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion,

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as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 7.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 7.3 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election based on the Projected Benefit Obligation (“PBO”) with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX of benefits accrued based on the PBO beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis. Projected Benefit Obligation represents the actuarial present value of vested and non-vested benefit obligation based on expected future Total Compensation of Executives.

7.4 Protective Provisions

The Participant will cooperate with the Administrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents to insure or taking such other actions as may be requested by the Administrator. If the Participant refuses to cooperate, the Administrator and the Employer will have no further obligation to the Participant under the Plan.

7.5 Constructive Receipt

Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have failed to comply with Section 409A and must be recognized as income for federal income tax purposes, distribution of the amounts included in a Participant’s income will be made to such Participant. The determination of the Administrator under this Section 7.5 will be binding and conclusive.

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7.6 Withholding

The Participant or the Beneficiary will make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the accrual or payment of benefits under the Plan. If no other arrangements are made, the Administrator may provide, at its discretion, for such withholding and tax payments as may be required.

7.7 Incapacity

If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

ARTICLE 8PLAN ADMINISTRATION

8.1 Plan Interpretation

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. The Administrator will interpret and construe the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.

8.2 Limited Liability

Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.

ARTICLE 9AMENDMENT OR TERMINATION OF PLAN

9.1 Authority to Amend or Terminate

The Administrator will have full power and authority to prospectively modify or terminate this Plan, and the Administrator’s interpretations, constructions and actions, including any determination of the Participant’s account or benefits, or the amount or recipient of the payment to be made, will be binding and conclusive on all persons for all purposes. Absent the consent of the Participant, however, the Administrator will in no event have any authority to modify this section. However, no such amendment or termination will apply to any person who has then qualified for or is receiving benefits under this Plan.

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9.2 Limitations

In the event of Plan amendment or termination which has the effect of eliminating or reducing a benefit under the Plan, the benefit payable on account of a retired Participant or Beneficiary will not be impaired, and the benefits of other Participants will not be less than the benefit to which each such Participant would have been entitled if he or she had retired immediately prior to such amendment or termination.

ARTICLE 10CLAIMS AND REVIEW PROCEDURES

10.1 Claims Procedure for Claims Other Than Due to Disability

(a)Except for claims due to Disability, the Administrator will notify a Participant or his or her Beneficiary (or person submitting a claim on behalf of the Participant or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

(b)If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant’s Beneficiaries.

10.2 Claims Procedure for Claims Due to Disability

(a)Within a reasonable period of time, but not later than 45 days after receipt of a claim due to Disability, the Administrator or its delegate shall notify the claimant of any adverse

15

benefit determination on the claim, unless circumstances beyond the Plan’s control require an extension of time for processing the claim. Except as contemplated by this Section, no event may the extension period exceed 30 days from the end of the initial 45-day period. If an extension is necessary, the Administrator or its delegate shall provide the claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim. If, prior to the end of the first 30-day extension period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the claimant has at least 45 days within which to provide the specified information.

(b)In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and in accordance with this Section 10.2; (v) if an internal rule, guideline, protocol or similar criterion (“internal standard”) was relied upon in making the determination, a copy of the internal standard or a statement that the internal standard shall be provided to the claimant free of charge upon request; and (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination or a statement that such explanation shall be provided free of charge upon request.

(c)If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 180 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 45 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 45-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and including the information described in Section 10.2(b) above. If, due to special circumstances (for example,

16

because of the need for a hearing), the 45-day period is not sufficient, the decision may be deferred for up to another 45-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant’s Beneficiaries.

10.3 Dispute Arbitration

Notwithstanding the foregoing, because it is agreed that time will be of the essence in determining whether any payments are due to a claimant under this Plan, a claimant may, if he or she desires, submit any claim for payment under this Plan to arbitration. This right to select arbitration will be solely that of the claimant and the claimant may decide whether or not to arbitrate in his or her discretion. The “right to select arbitration” is not mandatory on the claimant, and the claimant may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Participant only he or she can use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be paid under this Plan and the claim is finally denied by the Administrator in whole or in part, such claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the claimant submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within one week after receipt of the list, the claimant will then designate one of the five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the claimant and the Administrator. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator’s discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator’s award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

In the event the arbitrator finds that the Administrator or the Employer has breached this Plan, he or she will order the Employer to pay to the claimant within two business days after the decision is rendered the amount then due the claimant. The award of the arbitrator will be final and binding upon the parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in a dispute if the arbitrator determines (1) that neither the Administrator nor the Employer has breached this Plan and (2) the

17

claim by the claimant was not made in good faith. Otherwise, the claimant will be considered the prevailing party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys’ fees incurred by the Administrator) including the fees of a stenographic reporter, if employed, will be paid by the losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys’ fees incurred by the claimant in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by the Administrator by March 15 of the year following the year in which the arbitrator determines who is the prevailing party.

Notwithstanding the foregoing, if the claim is for Disability benefits, the following rules apply: (1) the Administrator will not assert that a claimant has failed to exhaust administrative remedies if the claimant does not submit to arbitration, (2) any applicable statute of limitations or other similar defense is tolled during the time the arbitration is pending, (3) the claimant may only submit to arbitration after exhausting the claims procedures described above, and (4) no fees or costs will be imposed on the claimant as part of the arbitration (other than the claimant’s attorneys’ fees).

ARTICLE 11MISCELLANEOUS

11.1 Participation in Other Plans

The Participant will continue to be entitled to participate in all employee benefit programs of the Employer as may, from time to time, be in effect. However, Total Compensation includable under this Plan will be deemed Salary or other compensation to the Participant for the purpose of computing benefits under this Plan only, and will be used only under this Plan to calculate those benefits to which the Participant would otherwise be entitled under the Qualified Plan or Savings Plan if such Total Compensation could have been included in the determination of benefits under such Plans.

11.2 Relationship to Qualified Plan

This Plan will to the fullest extent possible under currently applicable law be administered in accordance with, and where practicable according to the terms of the Qualified Plan and/or Savings Plan. Notwithstanding the foregoing, the terms of this Plan shall control benefits payable under this Plan whenever the terms of the Qualified Plan and/or Savings Plan differ from this Plan.

11.3 Forfeiture

The payments to be made pursuant to the Plan require the Participant, for so long as the Participant remains in the active employ of the Employer, to devote substantially all of his or her time, skill, diligence and attention to the business of the Employer and not to actively engage, either directly or indirectly, in any business or other activity adverse to the best interests of the business of the Employer. In addition, the Participant will remain available during Retirement for consultation in any matter related to the affairs of the Employer. Any breach of these conditions will result in complete forfeiture of any further benefits under the Plan. If the Participant will fail

18

to observe any of the above conditions, or if he or she will be discharged by the Employer for malfeasance or willful neglect of duty, then in any of said events, the payments under this Plan will not be paid, and EIX and the Employer will have no further liability therefor.

11.4 Successors

The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer.

11.5 Trust

The Employers will be responsible for the payment of all benefits under the Plan. At their discretion, the Employers may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. The trust or trusts may be irrevocable, but an Employer’s share of the assets thereof will be subject to the claims of the Employer’s creditors. Benefits paid to the Participant from any such trust will be considered paid by the Employer for purposes of meeting the obligations of the Employer under the Plan.

11.6 Employment Not Guaranteed

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Participant any right to continue in employment with the Employer or any other Affiliate.

11.7 Gender, Singular and Plural

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

11.8 Captions

The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions.

11.9 Validity

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

11.10 Waiver of Breach

The waiver by EIX or the Administrator of any breach of any provision of the Plan by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant.

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11.11 Applicable Law

The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.

11.12 Notice

Any notice or filing required or permitted to be given to the Administrator under the Plan will be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of EIX, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.

11.13 ERISA Plan

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. EIX is the named fiduciary.

11.14 Statutes and Regulations

Any reference to a statute or regulation herein shall include any successor to such statute or regulation.

IN WITNESS WHEREOF, EIX has adopted this amended and restated Plan effective the 11th day of December 2013.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

Jacqueline Trapp

Director, Executive Talent and Rewards

20

EX-10.9

Exhibit 10.9

EDISON INTERNATIONAL

EXECUTIVE INCENTIVE COMPENSATION PLAN

Amended and Restated Effective

October 23, 2013

EDISON INTERNATIONAL

EXECUTIVE INCENTIVE COMPENSATION PLAN

As Amended and Restated Effective October 23, 2013

WHEREAS, it has been determined that it is in the best interest of Edison International ("EIX") and its affiliates to offer and maintain competitive executive compensation programs designed to attract and retain qualified executives;

WHEREAS, it has been determined that providing financial incentives to executives that reinforce and recognize corporate, organizational and individual performance and accomplishments will enhance the financial and operational performance of EIX and its affiliates; and

WHEREAS, it has been determined that an incentive compensation program would encourage the attainment of short-term corporate goals and objectives;

NOW, THEREFORE, the Edison International Executive Incentive Compensation Plan has been established by the Compensation and Executive Personnel Committee of the Board of Directors originally effective January 1, 1997, and made available to eligible executives of EIX and its participating affiliates subject to the following terms and conditions:

1. Definitions. When capitalized herein, the following terms are defined as indicated:

"Board" means the Board of Directors of a Company.

"CEO" means the chief executive officer of a Company.

"Chairman" means the Chairman of the Board and Chief Executive Officer of EIX.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means EIX or a participating affiliate.

"Committee" means the Compensation and Executive Personnel Committee of the EIX Board of Directors. Where the context requires with respect to officers and other participating employees of Southern California Edison Company, “Committee” shall also mean the Compensation and Executive Personnel Committee of the Southern California Edison Company Board of Directors.

"Participant" means the Chairman, president, executive vice presidents, senior vice presidents, elected vice presidents, and senior managers whose participation in this Plan has been approved by the Committee, Chairman or Board.

"Plan" means the Edison International Executive Incentive Compensation Plan.

2. Eligibility. To be eligible for the full amount of any incentive award, an individual must have been a Participant for the entire calendar year. Pro-rata awards may be distributed to Participants who retired or became disabled during the calendar year. In the event of the death of a Participant during the calendar year, a pro-rata award may be made at the discretion of the Committee, the Board, or CEO having the authority to approve the Participant's award had the death not occurred. In the event an individual first becomes a Participant after the start of the calendar year, a pro-rata award may be made at the discretion of the Committee, the Board, or CEO having the authority to approve the Participant's award.

3. Company Performance Goals. Each CEO will furnish recommended Company performance goals to the Chairman. In consultation with the Chairman, the Committee will select specific performance goals for the year. The performance goals must represent relatively optimistic, but reasonably attainable goals, the accomplishment of which will contribute significantly to the attainment of Company strategic objectives.

4. Individual Incentive Award Levels. Company, organizational and individual performance relative to the pre-established goals will determine the award a Participant can receive. The Committee will establish target award levels for the year as a percentage of base salary at the time performance goals are set (and/or at such later time when the individual first becomes eligible to participate in the Plan or is eligible to receive a higher/lower target award level under the Plan because of a promotion/demotion or other approved reason). Any incentive awards becoming payable to Participants who are promoted during the calendar year after the first quarter or otherwise become entitled to receive a higher/lower base salary and/or target award level under the Plan during the calendar year after the first quarter may be calculated based on the Participant's weighted average base salary and target award level, taking into account the base salary and target award level as of the end of the first quarter and the base salary and target award level(s) during the remainder of the calendar year. All awards are discretionary and will be based on the assessment of corporate and individual performance by the Committee or the CEO.

5. Approval and Payment of Individual Awards. During the first quarter of the year following the completion of the calendar year, the Chairman, in consultation with each CEO, will assess the degree to which individual and corporate goals and objectives have been achieved. Incentive award recommendations for eligible officers will be developed. The Committee will receive a report from the Chairman as to overall Company performance, will deliberate on management recommendations, and will approve, or recommend for approval by the applicable Board, the officer awards. Awards to non-officers will be determined and approved by the CEO of each Company, or his/her

2

designee. All decisions of the Committee, the Chairman and the CEOs regarding individual incentive awards will be final and conclusive.

Incentive award payments will be made as soon as practical following the appropriate approval (and in all events within two and one-half months after the end of the calendar year to which the award relates). Payment will be made in cash except to the extent an eligible Participant has previously elected to defer payment of some or all of the award pursuant to the terms of a deferred compensation plan of the Company. Awards made will be subject to any income or payroll tax withholding or other deductions as may be required by Federal, State or local law.

Awards under this Plan will not be considered to be salary or other compensation for the purpose of computing benefits to which the Participant may be entitled under any qualified Company retirement plan, including but not limited to the SCE Retirement Plan, the Edison 401(k) Savings Plan, or any other plan or arrangement of the Company for the benefit of its employees if such plan or arrangement is a plan qualified under Section 401(a) of the Code and is a trust exempt from Federal income tax under Section 501(a) of the Code. Awards may be considered compensation for nonqualified plan purposes depending on the terms and conditions of the particular nonqualified plan.

6. No Right to Assets. An award payable to a Participant under this Plan shall constitute an unsecured general obligation of the Participant’s employer (EIX or its affiliate, as the case may be, or, in the case of a former employee, the affiliate that last employed the Participant) (the applicable entity, the "Employer"), and no special fund or trust will be created, nor will any notes or securities be issued with respect to any awards. Participants will be no more than unsecured general creditors of the Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. No Participant (or beneficiary of a Participant) will have a claim to benefits from any other affiliate. EIX is not a guarantor of the benefit obligations of other participating affiliates. By participating in, and by accepting any benefits under, this Plan, Participants consent to EIX sponsorship of this Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating affiliates. Each affiliate is responsible for payment of the accrued benefits under this Plan with respect to its own employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under this Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or beneficiary) will have a claim as to any other affiliate with respect to such benefits. Upon an election by EIX under this Section 6, benefits covered by the election will be paid from the general funds of EIX (and not the affiliate that would otherwise

3

pay the benefits), provided that EIX may require that as between EIX and the affiliate that would otherwise pay such benefits, the affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the affiliate to EIX without the consent of EIX, the affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 6 by providing written notice to the Committee and the applicable affiliates regarding the effective date of such election, and the benefits, affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the affiliates will remit funds to EIX in consideration of benefit obligations that are assumed by EIX.

7. Plan Modifications and Adjustments. In order to ensure the incentive features of the Plan, avoid distortion in its operation and compensate for or reflect extraordinary changes which may have occurred during the calendar year, the Committee may make adjustments to the Company performance goals or other Plan terms and conditions before, during or after the end of the calendar year to the extent it determines appropriate in its sole discretion. Adjustments to the Plan shall be conclusive and binding upon all parties concerned. The Plan may be modified or terminated by the Committee at any time.

8. Plan Administration. This Plan and any officer awards made pursuant to it are to be approved by the Committee or the Board of the participating affiliate after review by the Committee. Each CEO, or his/her delegate, shall approve any non-officer awards. Administration of the Plan is otherwise delegated to the senior officer of EIX responsible for Human Resources (and to the EIX director responsible for executive compensation (the “EIX EC Director”) if EIX does not have an officer responsible for Human Resources other than the Chairman) and designees acting under his/her (or the EIX EC Director’s) direction. Such officer is authorized (and the EIX EC Director is authorized) to approve ministerial amendments to the Plan, to interpret Plan provisions, and to approve changes as may be required by law or regulation. No Company, Board, Committee or individual shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan.

9. Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the Company and Participant.

Notwithstanding the foregoing, any right to receive payment hereunder is hereby expressly declared to be personal, nonassignable and nontransferable, except by will, intestacy, or as otherwise required by law, and in the event of any attempted assignment, alienation or transfer of such rights contrary to the provisions hereof, the Company shall have no further liability for payments hereunder.

10. Beneficiaries. Any award approved following the death of a Participant will be made to the Participant's most recently designated beneficiary or beneficiaries under the 2007

4

Performance Incentive Plan (or any successor equity incentive plan) of the Company. If no beneficiary has been designated by the Participant, or if no beneficiary survives the Participant, or if a designated beneficiary should die after surviving the Participant but before the award has been paid, any award approved will be paid in a lump-sum payment to the Participant's estate as soon as practicable.

11. Capacity. If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, the Company may direct that payments (or any portion) be made to that person's legal guardian or conservator, or that person's spouse, as an alternative to the payment to the person unable to use the payments. Court-appointed guardianship or conservatorship may be required by the Company before payment is made. The Company shall have no obligation to supervise the use of such payments.

12. No Right of Employment. Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as an officer or manager of the Company or in any other capacity.

13. Severability and Controlling Law. The various provisions of this Plan are severable in their entirety. Any determination of invalidity or unenforceability of any one provision will have no effect on the continuing force and effect of the remaining provisions. This Plan shall be governed by the laws of the State of California.

14. Section 409A. This Plan shall be construed and interpreted to comply with Section 409A of the Code.

IN WITNESS WHEREOF, EIX has adopted this amended version of this Plan effective the 23^rd day of October, 2013.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

Jacqueline Trapp

Director, Executive Talent & Rewards

5

EX-10.10

Exhibit 10.10

EDISON INTERNATIONAL

2008 EXECUTIVE DISABILITY PLAN

Amended and Restated Effective

October 23, 2013

TABLE OF CONTENTS

PREAMBLE		1
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 BENEFITS		2
ARTICLE 3 CONDITIONS RELATED TO BENEFITS		2
	3.1 Nonassignability	2
	3.2 No Right to Assets	2
	3.3 Protective Provisions	3
	3.4 Incapacity	3
ARTICLE 4 PLAN ADMINISTRATION		3
	4.1 Plan Interpretation	3
	4.2 Limited Liability	4
ARTICLE 5 AMENDMENT OR TERMINATION OF PLAN		4
	5. 1 Authority to Amend or Terminate	4
	5.2 Limitations	4
ARTICLE 6 CLAIMS AND REVIEW PROCEDURES		4
	6.1 Claims Procedure	4
	6.2 Dispute Arbitration	5
ARTICLE 7 MISCELLANEOUS		7
	7.1 Participation in Other Plans	7
	7.2 Forfeiture	7
	7.3 Successors	7
	7.4 Employment Not Guaranteed	7
	7.5 Gender, Singular and Plural	7
	7.6 Captions	7
	7.7 Validity	7
	7.8 Waiver of Breach	7
	7.9 Applicable Law	8
	7.10 Notice	8
	7.11 Statutes and Regulations	8

i

EDISON INTERNATIONAL

2008 EXECUTIVE DISABILITY PLAN

Amended and Restated Effective October 23, 2013

PREAMBLE

The purpose of this Plan is to provide supplemental disability benefits to Eligible Employees of participating Affiliates of EIX.

ARTICLE 1
DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.

Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.

Board means the Board of Directors of EIX.

Code means the Internal Revenue Code of 1986, as amended.

EIX means Edison International.

Eligible Employee means an Executive of an Affiliate.

Employee Disability Plan means any plan other than this Plan that provides salary-replacement benefits to employees of Affiliates for short- or long-term disability or illness.

Employer means the Affiliate employing the Eligible Employee. Notwithstanding the foregoing, with respect to a particular Eligible Employee’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Eligible Employee and benefits means the Affiliate last employing the Eligible Employee.

Executive means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board of EIX.

Plan means the EIX 2008 Executive Disability Plan.

Salary Rate means the basic rate of pay as fixed by the Employer (excluding bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation).

ARTICLE 2
BENEFITS

To the extent that a salary replacement benefit is payable from any Employee Disability Plan because of an Eligible Employee’s absence from work for one or more days because of his or her own illness or disability, the Plan will supplement that benefit as necessary to ensure that the Eligible Employee will receive a total salary replacement benefit amount for each such day of absence from work equal to his or her full daily Salary Rate, for up to one year from the date of initial absence for any single period of Disability, as such period is defined under the applicable Employee Disability Plan. Payment will be made on regularly scheduled paydays in the same manner as benefits are paid under the applicable Employee Disability Plan. An Eligible Employee shall cease to be eligible to participate in the Plan, and his or her Plan benefits (if any) shall terminate if he or she ceases to be employed by an Affiliate (regardless of the reason for the termination of employment).

ARTICLE 3
CONDITIONS RELATED TO BENEFITS

3.1 Nonassignability

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or in any manner whatsoever. These benefits will be exempt from the claims of creditors of any Eligible Employee or other claimants and from all orders, decrees, levies, garnishment or executions against any Eligible Employee to the fullest extent allowed by law. Notwithstanding the foregoing, the benefit payable to an Eligible Employee may be assigned in full or in part, pursuant to a domestic relations order of a court of competent jurisdiction.

3.2 No Right to Assets

An Eligible Employee’s benefits paid under the Plan will be paid from the general funds of the Eligible Employee’s Employer, and the Eligible Employee will be no more than an unsecured general creditor of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. The Eligible Employee will have no claim to benefits from any other Affiliate. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated

2

to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 3.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 3.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX.

3.3 Protective Provisions

The Eligible Employee will cooperate with the Administrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents to insure or taking such other actions as may be requested by the Administrator. If the Eligible Employee refuses to cooperate, the Administrator and the Employer will have no further obligation under the Plan.

3.4 Incapacity

If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

ARTICLE 4PLAN ADMINISTRATION

4.1 Plan Interpretation

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. All decisions of the Administrator will be final and binding.

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4.2 Limited Liability

Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.

ARTICLE 5AMENDMENT OR TERMINATION OF PLAN

5. 1 Authority to Amend or Terminate

The Administrator will have full power and authority to prospectively modify or terminate this Plan, and the Administrator's interpretations, constructions and actions, including any determination of the amount or recipient of the payment to be made, will be binding and conclusive on all persons for all purposes. Absent the consent of the Eligible Employee, however, the Administrator will in no event have any authority to modify this section. However, no such amendment or termination will apply to any person who has then qualified for or is receiving benefits under this Plan.

5.2 Limitations

In the event of Plan amendment or termination which has the effect of eliminating or reducing a benefit under the Plan, the benefits of Eligible Employees will not be less than the benefits to which such Eligible Employees would have been entitled immediately prior to such amendment or termination of the Plan.

ARTICLE 6CLAIMS AND REVIEW PROCEDURES

6.1 Claims Procedure

(a) Within a reasonable period of time, but not later than 45 days after receipt of a claim, the Administrator or its delegate shall notify the Eligible Employee (or person submitting a claim on behalf of the Eligible Employee) (a “claimant”) of any adverse benefit determination on the claim, unless circumstances beyond the Plan’s control require an extension of time for processing the claim. In no event may the extension period exceed 30 days from the end of the initial 45‑day period. If an extension is necessary, the Administrator or its delegate shall provide the claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim. If, prior to the end of the first 30-day extension period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved

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issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the claimant has at least 45 days within which to provide the specified information.

(b) In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review; (v) if an internal rule, guideline, protocol or similar criterion (“internal standard”) was relied upon in making the determination, a copy of the internal standard or a statement that the internal standard shall be provided to the claimant free of charge upon request; and (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination or a statement that such explanation shall be provided free of charge upon request.

(c) If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 180 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 45 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 45-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and including the information described in Section 6.1(b) above. If, due to special circumstances (for example, because of the need for a hearing), the 45-day period is not sufficient, the decision may be deferred for up to another 45‑day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Eligible Employee, the same procedures will apply to the Eligible Employee’s beneficiaries.

6.2 Dispute Arbitration

Notwithstanding the foregoing, because it is agreed that time will be of the essence in determining whether any payments are due to a claimant under this Plan, a claimant may, if he or she desires, submit any claim for payment under this Plan to arbitration. This right to select arbitration will be solely that of the claimant and the claimant may decide whether or not to arbitrate in his or her discretion. The "right to select arbitration" is not mandatory on the claimant, and the claimant may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the

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mutual consent of both parties to the arbitration. During the lifetime of the Eligible Employee only he or she can use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be paid under this Plan and the claim is finally denied by the Administrator in whole or in part, such claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the claimant submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within one week after receipt of the list, the claimant will then designate one of the five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the claimant and the Administrator. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator's award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

In the event the arbitrator finds that the Administrator or Employer has breached this Plan, he or she will order the Employer to pay to the claimant within two business days after the decision is rendered the amount then due the claimant. The award of the arbitrator will be final and binding upon the parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in a dispute if the arbitrator determines (1) that neither the Administrator nor the Employer has breached this Plan and (2) the claim by the claimant was not made in good faith. Otherwise, the claimant will be considered the prevailing party.

Notwithstanding the foregoing, (1) the Administrator will not assert that a claimant has failed to exhaust administrative remedies if the claimant does not submit to arbitration, (2) any applicable statute of limitations or other similar defense is tolled during the time the arbitration is pending, (3) the claimant may only submit to arbitration after exhausting the claims procedures described above, and (4) no fees or costs will be imposed on the claimant as part of the arbitration (other than the claimant’s attorneys’ fees).

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ARTICLE 7MISCELLANEOUS

7.1 Participation in Other Plans

The Eligible Employee will continue to be entitled to participate in all employee benefit programs of the Employer as may, from time to time, be in effect.

7.2 Forfeiture

The payments to be made pursuant to the Plan require the Eligible Employee to devote substantially all of his or her time, skill, diligence and attention to the business of the Employer and not to actively engage, either directly or indirectly, in any business or other activity adverse to the best interests of the business of the Employer. Any breach of these conditions will result in complete forfeiture of benefits under the Plan, and EIX and the Employer will have no further liability therefor.

7.3 Successors

The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer.

7.4 Employment Not Guaranteed

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Eligible Employee any right to continue in employment with the Employer or any other Affiliate.

7.5 Gender, Singular and Plural

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

7.6 Captions

The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions.

7.7 Validity

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

7.8 Waiver of Breach

The waiver by EIX or the Administrator of any breach of any provision of the Plan by the Eligible Employee will not operate or be construed as a waiver of any subsequent breach by the Eligible Employee.

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7.9 Applicable Law

The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.

7.10 Notice

Any notice or filing required or permitted to be given to the Administrator under the Plan will be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of EIX, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.

7.11 Statutes and Regulations

Any reference to a statute or regulation herein shall include any successor to such statute or regulation.

IN WITNESS WHEREOF, EIX has adopted this amended and restated Plan effective the 23^rd day of October, 2013.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

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EX-10.11

Exhibit 10.11

EDISON INTERNATIONAL

2008 EXECUTIVE SURVIVOR BENEFIT PLAN

Amended and Restated Effective

December 11, 2013

	TABLE OF CONTENTS
PREAMBLE		1
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 BENEFITS		2
ARTICLE 3 BENEFICIARY DESIGNATION		3
ARTICLE 4 CONDITIONS RELATED TO BENEFITS		3
	4.1 Nonassignability	3
	4.2 No Right to Assets	3
	4.3 Protective Provisions	4
	4.4 Incapacity	4
ARTICLE 5 PLAN ADMINISTRATION		4
	5.1 Plan Interpretation	4
	5.2 Limited Liability	5
ARTICLE 6 AMENDMENT OR TERMINATION OF PLAN		5
	6. 1 Authority to Amend or Terminate	5
	6.2 Limitations	5
ARTICLE 7 CLAIMS AND REVIEW PROCEDURES		5
	7.1 Claims Procedure	5
	7.2 Dispute Arbitration	6
ARTICLE 8 MISCELLANEOUS		7
	8.1 Participation in Other Plans	7
	8.2 Forfeiture	7
	8.3 Successors	7
	8.4 Employment Not Guaranteed	7
	8.5 Gender, Singular and Plural	8
	8.6 Captions	8
	8.7 Validity	8
	8.8 Waiver of Breach	8
	8.9 Applicable Law	8
	8.10 Notice	8
	8.11 Statutes and Regulations	8

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EDISON INTERNATIONAL

2008 EXECUTIVE SURVIVOR BENEFIT PLAN

Amended and Restated Effective December 11, 2013

PREAMBLE

The purpose of this Plan is to provide survivor benefits to surviving spouses or other designated Beneficiaries of Eligible Employees of participating Affiliates of EIX.

ARTICLE 1

DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.

Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 3 of the Plan.

Board means the Board of Directors of EIX.

Bonus means the amount awarded to the Eligible Employee by the Employer pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a successor plan governing annual executive bonuses, before reductions for deferrals under the EIX 2008 Executive Deferred Compensation Plan.

Code means the Internal Revenue Code of 1986, as amended.

EIX means Edison International.

Eligible Employee means an Executive of an Affiliate.

Employer means the Affiliate employing the Eligible Employee. Notwithstanding the foregoing, with respect to a particular Eligible Employee’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Eligible Employee and benefits means the Affiliate last employing the Eligible Employee.

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Executive means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board.

Plan means the EIX 2008 Executive Survivor Benefit Plan.

Salary Rate means the annualized basic rate of pay as fixed by the Employer (excluding bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation).

Senior Officer means (i) the CEO, President, Executive Vice President, Senior Vice President or elected Vice President of EIX and its Affiliates and (ii) any other Affiliate employee designated by the Administrator to be a Senior Officer for purposes of the Plan.

Separation from Service occurs when an Eligible Employee dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

Total Annual Compensation means for Senior Officers the sum, rounded to the next highest thousand dollars, of (1) the Salary Rate at the time of the officer’s death and (2) the Salary Rate multiplied by the percentage of salary that is the average of the three highest percentages of salary represented by Bonuses awarded for the past five completed calendar years, except that if the officer has been an Executive of an Affiliate for fewer than three completed calendar years, the highest percentage among Bonuses awarded will be used, or if the officer has not yet been awarded a Bonus, the target Bonus percentage will be used.

ARTICLE 2

BENEFITS

The benefit paid under the Plan is a death benefit payable in a lump sum to an Eligible Employee’s designated Beneficiary upon the death of the Eligible Employee prior to his or her Separation from Service for reasons other than death.

For the Beneficiary of a Senior Officer, the intended net benefit amount after taxes is one times the officer’s Total Annual Compensation. For the Beneficiary of an Eligible Employee who is not a Senior Officer, the intended net benefit amount after taxes is one times the employee’s Salary Rate immediately prior to his or her death. For purposes of calculating the gross amount of the benefit, the maximum marginal federal income tax rate in effect on the date of the Eligible Employee’s death and the maximum marginal income tax rates in effect on the date of the Eligible Employee’s death for any state and local income taxes applicable in the tax jurisdiction where the Eligible Employee resided immediately prior to his or her death, will be used.

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Notwithstanding the foregoing, with respect to Eligible Employees who were Senior Officers during any portion of 2007 or Executives as of December 31, 1994, and who had not previously elected to decline participation in the Executive Disability and Survivor Benefit Program, the intended net benefit amount is two times the officer’s Total Annual Compensation.

ARTICLE 3

BENEFICIARY DESIGNATION

The Eligible Employee will have the right, at any time, to designate any person or persons or entity as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Eligible Employee’s death. The Beneficiary designation will be effective when it is submitted in writing to the Administrator during the Eligible Employee’s lifetime on a form prescribed by the Administrator.

The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of an Eligible Employee subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Eligible Employee’s new spouse has previously been designated as a Beneficiary. The spouse of a married Eligible Employee must consent in writing to any designation of a Beneficiary other than the spouse.

If an Eligible Employee fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Eligible Employee, then the Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a primary Beneficiary dies after the Eligible Employee’s death but prior to completion of the distribution of benefits under this Plan, and no contingent Beneficiary has been designated by the Eligible Employee, any remaining payments will be made to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 4

CONDITIONS RELATED TO BENEFITS

4.1 Nonassignability

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or in any manner whatsoever. These benefits will be exempt from the claims of creditors of the Eligible Employee or any Beneficiary or other claimants and from all orders, decrees, levies, garnishment or executions against the Eligible Employee or any Beneficiary to the fullest extent allowed by law.

4.2 No Right to Assets

An Eligible Employee’s benefits paid under the Plan will be paid from the general funds of the Eligible Employee’s Employer, and the Eligible Employee and any Beneficiary will be no more than an unsecured general creditor of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Eligible Employee nor the Beneficiary will have a claim to benefits from any other Affiliate. Notwithstanding the foregoing

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or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 4.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 3.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX.

4.3 Protective Provisions

The Eligible Employee will cooperate with the Administrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents to insure or taking such other actions as may be requested by the Administrator. If the Eligible Employee refuses to cooperate, the Administrator and the Employer will have no further obligation under the Plan.

4.4 Incapacity

If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

ARTICLE 5

PLAN ADMINISTRATION

5.1 Plan Interpretation

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator

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will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. All decisions of the Administrator will be final and binding.

5.2 Limited Liability

Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.

ARTICLE 6

AMENDMENT OR TERMINATION OF PLAN

6.1 Authority to Amend or Terminate

The Administrator will have full power and authority to prospectively modify or terminate this Plan, and the Administrator's interpretations, constructions and actions, including any determination of the amount or recipient of the payment to be made, will be binding and conclusive on all persons for all purposes. Absent the consent of the Eligible Employee, however, the Administrator will in no event have any authority to modify this section. However, no such amendment or termination will apply to any person who has then qualified for or is receiving benefits under this Plan.

6.2 Limitations

In the event of Plan amendment or termination which has the effect of eliminating or reducing a benefit under the Plan, the benefit payable on account of a deceased Eligible Employee will not be impaired.

ARTICLE 7

CLAIMS AND REVIEW PROCEDURES

7.1 Claims Procedure

(a) The Administrator will notify a Beneficiary (or person submitting a claim on behalf of the Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan's claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator.

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Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Beneficiary, the same procedures will apply to the Beneficiary's Beneficiaries.

7.2 Dispute Arbitration

Notwithstanding the foregoing, because it is agreed that time will be of the essence in determining whether any payments are due to a claimant under this Plan, a claimant may, if he or she desires, submit any claim for payment under this Plan to arbitration. This right to select arbitration will be solely that of the claimant and the claimant may decide whether or not to arbitrate in his or her discretion. The "right to select arbitration" is not mandatory on the claimant, and the claimant may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Beneficiary only he or she can use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be paid under this Plan and the claim is finally denied by the Administrator in whole or in part, such claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the claimant submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within one week after receipt of the list, the claimant will then designate one of the five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the claimant and the Administrator. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator's award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

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In the event the arbitrator finds that the Administrator or the Employer has breached this Plan, he or she will order the Employer to pay to the claimant within two business days after the decision is rendered the amount then due the claimant. The award of the arbitrator will be final and binding upon the parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in a dispute if the arbitrator determines (1) that neither the Administrator nor the Employer has breached this Plan and (2) the claim by the claimant was not made in good faith. Otherwise, the claimant will be considered the prevailing party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys' fees incurred by the Administrator) including the fees of a stenographic reporter, if employed, will be paid by the losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys' fees incurred by the claimant in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by the Administrator by March 15 of the year following the year in which the arbitrator determines who the prevailing party is.

ARTICLE 8

MISCELLANEOUS

8.1 Participation in Other Plans

The Eligible Employee will continue to be entitled to participate in all employee benefit programs of the Employer as may, from time to time, be in effect.

8.2 Forfeiture

The payments to be made pursuant to the Plan require the Eligible Employee to devote substantially all of his or her time, skill, diligence and attention to the business of the Employer and not to actively engage, either directly or indirectly, in any business or other activity adverse to the best interests of the business of the Employer. Any breach of these conditions will result in complete forfeiture of benefits under the Plan, and EIX and the Employer will have no further liability therefor.

8.3 Successors

The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer.

8.4 Employment Not Guaranteed

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Eligible Employee any right to continue in employment with the Employer or any other Affiliate.

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8.5 Gender, Singular and Plural

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

8.6 Captions

The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions.

8.7 Validity

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

8.8 Waiver of Breach

The waiver by EIX or the Administrator of any breach of any provision of the Plan by the Eligible Employee will not operate or be construed as a waiver of any subsequent breach by the Eligible Employee.

8.9 Applicable Law

The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.

8.10 Notice

Any notice or filing required or permitted to be given to the Administrator under the Plan will be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of EIX, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.

8.11 Statutes and Regulations

Any reference to a statute or regulation herein shall include any successor to such statute or regulation.

IN WITNESS WHEREOF, EIX has adopted this amended and restated Plan effective the 11^th day of December, 2013.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

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EX-10.19

Exhibit 10.19

EDISON INTERNATIONAL

2008 EXECUTIVE SEVERANCE PLAN

Amended and Restated Effective

October 23, 2013

TABLE OF CONTENTS
			Page
PREAMBLE			1
ARTICLE 1 DEFINITIONS			1
ARTICLE 2 SEVERANCE BENEFITS			5
2.1	Right to Severance Benefits		5
2.2	Right to Change in Control Severance Benefits		5
2.3	Severance Benefit - Termination by Employer Without Cause (Other than a Qualifying Termination Event or Termination due to the Eligible Employee’s Disability)		6
	2.3.1	Cash Benefit	6
	2.3.2	Health Care Coverage Benefit	7
	2.3.3	[Reserved]	7
	2.3.4	Survivor Benefit Plan Extension	8
	2.3.5	Outplacement Benefit	8
	2.3.6	Educational Assistance Benefit	8
	2.3.7	[Reserved]	8
2.4	Change in Control Severance Benefits		8
	2.4.1	Senior Officer Enhanced Benefit	8
	2.4.2	Certain Additional Enhanced Benefits	9
2.5	Termination for Other Reasons		9
2.6	Termination and Repayment of Benefits		9
2.7	Notice of Termination		11
ARTICLE 3 TAXES			11
ARTICLE 4 [RESERVED]			11
ARTICLE 5 BENEFICIARY DESIGNATION			11
ARTICLE 6 CONDITIONS RELATED TO BENEFITS			12
6.1	Nonassignability		12
6.2	No Right to Assets		12
6.3	Payment of Obligations Absolute		13
6.4	Other Benefit Plans		13
6.5	Incapacity		14
6.6	Six Month Delay		14

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TABLE OF CONTENTS
		Page
6.7	Termination of Employment	14
6.8	Re-Employment	14
ARTICLE 7 CLAIMS AND REVIEW PROCEDURES		15
7.1	Claims Procedures	15
7.2	Dispute Arbitration	15
ARTICLE 8 SUCCESSORS AND ASSIGNMENT		17
8.1	Successors to an Employer	17
8.2	Sale, Spin-Off, or Liquidation of an Employer	17
ARTICLE 9 ADMINISTRATION OF THE PLAN		17
9.1	Administrator Action	17
9.2	Powers and Duties of the Administrator	18
9.3	Plan Interpretation	18
9.4	Information	18
9.5	Compensation, Expenses and Indemnity	19
ARTICLE 10 MISCELLANEOUS		19
10.1	Release and Agreement	19
10.2	Term of the Plan	19
10.3	Employment Status	20
10.4	Gender, Singular and Plural	20
10.5	Validity	20
10.6	Modification	20
10.7	Notice	20
10.8	Applicable Law	20
10.9	WARN Act	21
10.10	Statutes and Regulations	21

ii

EDISON INTERNATIONAL

2008 EXECUTIVE SEVERANCE PLAN

PREAMBLE

Edison International hereby amends and restates the Edison International Executive Severance Plan effective October 23, 2013. This Plan is intended to be an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

The purpose of this Plan is to provide for continuity in the management and operations of the Employers by offering Eligible Employees of the Affiliates employment protection and financial security.

ARTICLE 1

DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows:

Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.

Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a “controlled group of corporations’ within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 5 of the Plan.

Board means the Board of Directors of EIX.

Cause means the occurrence of either or both of the following:

(1) The Eligible Employee’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or

(2)The willful engaging by the Eligible Employee in misconduct that:

(i)if the event giving rise to the termination of the Eligible Employee’s employment does not occur during a Protected Period, is in violation of EIX’s and/or the Eligible Employee’s Employer’s policies and practices applicable to the Eligible Employee from time to time; or

(ii) if the event giving rise to the termination of the Eligible Employee’s employment occurs during a Protected Period, would have resulted in the termination of the Eligible Employee’s employment by EIX or the Eligible Employee’s Employer under EIX’s

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and/or the Eligible Employee’s Employer’s policies and practices applicable to the Eligible Employee in effect immediately prior to the start of the Protected Period.

However, no act or failure to act, on the Eligible Employee’s part, shall be considered “willful” unless done, or omitted to be done, by the Eligible Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of EIX and his or her Employer.

CEO means the Chief Executive Officer of EIX.

Change in Control means a change in control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

(1)Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing thirty percent (30%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that such term shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution; and the term “Beneficial Owner” shall mean as defined under Rule 13d-3 promulgated under the Exchange Act.

(2)On any day after the Effective Date (the “Reference Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:

(i)was a member of the Board on the applicable Initial Date (an “Initial Director”); or

(ii)was elected to the Board, or was nominated for election by EIX’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.

A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by EIX’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the later of (i) the Effective Date or (ii) the date that is two years before the Reference Date.

(3)EIX is liquidated; all or substantially all of EIX’s assets are sold in one or a series of related transactions; or EIX is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of EIX outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of EIX (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

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Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an affiliate of EIX (short of a dissolution of EIX or a liquidation of substantially all of EIX’s assets, determined on an aggregate basis) will not constitute a Change in Control of EIX.

(4)The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change in Control of EIX for purposes of this Plan.

COBRA means the health care continuation coverage requirements set forth in Section 4980B of the Code.

Code means the Internal Revenue Code of 1986, as amended.

Disability means the Eligible Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer.

Effective Date means December 31, 2008.

EIX means Edison International, or any successor thereto as provided in Section 8.1.

Eligible Employee means an Executive of an Affiliate or an employee of an Affiliate who was an Executive of an Affiliate after a Potential Change in Control (unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs) or during a Protected Period. Effective December 31, 2013, no EME Individual shall be an “Eligible Employee” under this Plan. For this purpose, EME’s employees, EME’s former employees, and their respective beneficiaries are collectively referred to as “EME Individuals,” and “EME” refers to Edison Mission Energy and its subsidiaries.

Employer means the Affiliate employing the Eligible Employee. As the context may require, an Eligible Employee’s Employer means the Employer that employs or last employed the Eligible Employee.

Exchange Act means the United States Securities Exchange Act of 1934, as amended.

Executive means an Employee of an Affiliate who is designated an Executive by the chief executive officer of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or the Board of EIX.

Executive Retirement Plan means the EIX 2008 Executive Retirement Plan, as amended from time to time, or any similar or successor plan sponsored by an Employer.

__________________________

¹Effective December 31, 2013, no EME Individual shall be an “Eligible Employee” under this Plan. For this purpose, EME’s employees, EME’s former employees, and their respective beneficiaries are collectively referred to as “EME Individuals,” and “EME” refers to Edison Mission Energy and its subsidiaries.

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Good Reason means, without the Eligible Employee’s express written consent, the occurrence of any one or more of the following during the Protected Period:

(5) A material diminution in the Eligible Employee’s authorities, duties, and/or responsibilities.

(6)A material diminution by the Eligible Employee’s Employer of the Eligible Employee’s Salary as in effect on the Effective Date, or as the same shall be increased from time to time.

(7)The relocation of the Eligible Employee’s principal office more than 50 miles from the Eligible Employee’s principal office.

(8)Any other action or inaction that constitutes a material breach by the Employer of the agreement under which the Eligible Employee provides services.

The foregoing events shall only constitute “Good Reason” if the Eligible Employee provides notice to the Employer of the existence of the condition within 90 days of its initial existence and the Employer does not remedy the condition within 30 days.

Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and 14(d)(2) thereof.

Plan means the EIX 2008 Executive Severance Plan.

Potential Change in Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

(9) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX or of an EIX affiliate):

(iii)announces an intention to take action which, if consummated, would result in a Change in Control; or

(iv)becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing fifteen percent (15%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” (and “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution.

(10) EIX enters into an agreement that, if consummated, would result in a Change in Control.

(11)The Board declares that a Potential Change in Control has occurred for purposes of this Plan.

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Protected Period means the period related to a Change in Control that is deemed to commence on the date that is six months before the date of the actual Change in Control and end on the date that is two years after the Change in Control.

Qualifying Termination Event means, as to an Eligible Employee, the occurrence of one or both of the following events within the Protected Period corresponding to a Change in Control:

(12) A termination of the Eligible Employee’s employment by his or her Employer, without the Eligible Employee’s consent, for reasons other than Cause or Disability; or

(13)A termination of employment by the Eligible Employee for Good Reason; provided that the termination of employment is in no event later than two years following the initial existence of the Good Reason condition.

Retiree Health Care Program means, as to an Eligible Employee, the Eligible Employee’s Employer’s retiree health care program (if any).

Salary means the Eligible Employee’s basic pay from the Employer (excluding bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation).

Separation from Service occurs when an Eligible Employee dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

Target Bonus Percentage means the target, stated as a percentage of salary, fixed by the CEO of the Employer or by the Administrator for the bonus to be awarded to the Eligible Employee pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a successor plan governing annual executive bonuses.

Termination Date means, in the case of an Eligible Employee who becomes entitled to benefits under this Plan, the day on which the Eligible Employee incurs a Separation from Service in connection with the event that entitles the Eligible Employee to such benefits.

ARTICLE 2

SEVERANCE BENEFITS

2.1    Right to Severance Benefits

Subject to Sections 2.6, 8.2, 10.1, and 10.9, an Eligible Employee shall be entitled to receive from his or her Employer the benefits described in Section 2.3 if the Eligible Employee’s employment by his or her Employer is terminated by the Employer without Cause (and other than due to the Eligible Employee’s Disability). Notwithstanding anything else contained herein to the contrary, an Eligible Employee shall not be entitled to receive the benefits described in Section 2.3 if the Eligible Employee is entitled to benefits under or as described in Section 2.2.

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2.2    Right to Change in Control Severance Benefits

Subject to Sections 2.6, 8.2, 10.1, and 10.9, an Eligible Employee shall be entitled to receive the benefits described in Section 2.4 if the Eligible Employee incurs a Qualifying Termination Event. If more than one Qualifying Termination Event occurs with respect to an Eligible Employee, such events shall constitute a single Qualifying Termination Event and the provisions of Section 2.4 shall apply with respect to the Eligible Employee only once. An Eligible Employee’s continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason for purposes of determining if a Qualifying Termination Event has occurred with respect to the Eligible Employee.

2.3    Severance Benefit - Termination by Employer Without Cause (Other than a Qualifying Termination Event or Termination due to the Eligible Employee’s Disability)

In the event that an Eligible Employee becomes entitled to receive benefits in accordance with Section 2.1, then the Eligible Employee shall be entitled to the benefits described in Sections 2.3.1 through 2.3.6 below.

2.3.1    Cash Benefit

The Eligible Employee’s Employer shall pay to the Eligible Employee a non-discounted cash amount equal to the sum of the following:

(a) an amount equal to the greater of:

(1)one times the highest annualized rate of the Eligible Employee’s Salary in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date, or

(2)one times the highest weekly rate of the Eligible Employee’s Salary in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date multiplied by the number of weeks that would have been used (if the Eligible Employee had not been an Executive) to determine the Eligible Employee’s cash severance benefit under the non-executive severance plan (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date;

(b)except as provided in EIX’s 2008 Executive Bonus Program (or successor annual bonus program for the relevant year) as to an Eligible Employee who is covered by such program, in the calendar year in which the Eligible Employee’s Termination Date occurs, a pro rata portion (based on the number of weekdays that elapsed in the calendar year in which the Eligible Employee’s Termination Date occurs between the start of that calendar year and the Eligible Employee’s Termination Date) of the Eligible Employee’s highest Target Bonus Percentage in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date multiplied by the Eligible Employee’s highest annualized Salary in effect at any time during such 24-month period; and

6

(c)an amount equal to one times the highest annualized rate of the Eligible Employee’s Salary in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date times the Eligible Employee’s highest Target Bonus Percentage in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date.

The amount determined under this Section 2.3.1 shall be paid as a lump sum without notice or demand within 65 days following the date of the Eligible Employee’s Separation from Service, but only if EIX has timely received from the Eligible Employee the agreement referenced in Section 10.1.

2.3.2 Health Care Coverage Benefit

(a)The Eligible Employee will be eligible to participate in the Retiree Health Care Program if, under the terms of the non-executive severance plan (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date, the Eligible Employee would otherwise have been eligible (if he or she had not been an Executive) for participation in the Retiree Health Care Program by virtue of his or her age and service. For purposes of clarity, any healthcare benefits and subsidy (as opposed to eligibility) will be determined under the Retiree Health Care Program and not the non-executive severance plan.

(b)If the Eligible Employee is not eligible for the Retiree Health Care Program in accordance with Section 2.3.2(a), is not otherwise eligible for the Retiree Health Care Program, or his or her Employer does not maintain a retiree health care program, the Eligible Employee will receive an extension of health care coverage for a period following the Eligible Employee’s Termination Date that is the greater of 12 months or the extension period for which the Eligible Employee would have been eligible (if he or she had not been an Executive) under the non-executive severance program (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date but in no event longer than the maximum period the Eligible Employee would be entitled to continuation coverage under COBRA. Any continued coverage in accordance with the preceding sentence shall be on terms similar to those as in effect under the Eligible Employee’s Employer’s health care program in effect with respect to the Eligible Employee immediately before the termination of his or her employment and based on the Eligible Employee’s coverage elections in effect at such time, provided that the actual healthcare benefits and subsidy will be determined under the Eligible Employee’s Employer’s healthcare program as it may be amended from time to time. Notwithstanding Section 6.3 to the contrary, EIX and/or the Eligible Employee’s Employer, as applicable, shall not be obligated to continue such coverage if the Eligible Employee obtains similar coverage from any successor employer or from a health insurance exchange. EIX and/or the Eligible Employee’s Employer, as applicable, shall give the Eligible Employee the required COBRA benefit continuation notice prior to (and the Eligible Employee’s eligibility for continuation benefits under COBRA shall commence as of) the end of the applicable period determined as set forth above.

(c)An Eligible Employee’s coverage under the Retiree Health Care Program pursuant to Section 2.3.2(a) is subject to the Eligible Employee’s Employer’s ability to amend and/or terminate coverage under its Retiree Health Care Program from time to time.  In the event that an Eligible Employee is covered under a Retiree Health Care Program pursuant to Section 2.3.2(a) and, in the period of time contemplated by Section 2.3.2(b) for the extension of health care

7

coverage pursuant to such section, the Eligible Employee’s Employer terminates its Retiree Health Care Program, the Eligible Employee shall be entitled to an extension of coverage under and pursuant to Section 2.3.2(b) for the balance of the extension period contemplated by Section 2.3.2(b) and following the cessation of the Eligible Employee’s coverage under the Retiree Health Care Program.

2.3.3    [Reserved]

2.3.4    Survivor Benefit Plan Extension

If the Eligible Employee was eligible to participate in the EIX 2008 Survivor Benefit Plan (or predecessor plan) at any point during the 12 months preceding the Eligible Employee’s Termination Date, the Eligible Employee will be entitled to continued coverage under such Survivor Benefit Plan for the one-year period commencing on the Eligible Employee’s Termination Date.

2.3.5    Outplacement Benefit

The Eligible Employee shall be entitled to reimbursement of up to $20,000 for reasonable outplacement costs incurred in the two-year period commencing on his or her Termination Date. Any such reimbursements shall be paid to the Eligible Employee by the end of the third taxable year of the Eligible Employee following the taxable year in which the Eligible Employee’s Separation from Service occurred.

2.3.6    Educational Assistance Benefit

The Eligible Employee shall be entitled to the educational assistance benefit to which he or she would have been entitled (if he or she had not been an executive) under the non-executive severance plan, if any, maintained by his or her Employer and as in effect on the Eligible Employee’s Termination Date. To the extent any educational assistance benefits or reimbursements are taxable to the Eligible Employee and provide for a deferral of compensation within the meaning of Section 409A of the Code, any such reimbursements or benefits shall be paid to the Eligible Employee on or before the last day of the Eligible Employee’s taxable year following the taxable year in which the expense was incurred, shall not be subject to liquidation or exchange for other benefits and the reimbursements or benefits that the Eligible Employee receives in one taxable year shall not affect the amount of reimbursements or benefits that the Eligible Employee receives in any other taxable year.

2.3.7    [Reserved]

2.4    Change in Control Severance Benefits

If an Eligible Employee incurs a Qualifying Termination Event, the Eligible Employee shall be entitled to the benefits described in Sections 2.3.1 through 2.3.6 above, subject to the following subsections of this Section 2.4.

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2.4.1    Senior Officer Enhanced Benefit

If the Eligible Employee was a Senior Vice President or an officer of higher rank within the 12‑month period preceding his or her Termination Date but is not covered by Section 2.4.2, then the Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.1. “Two times” will be substituted for “one times” in Section 2.3.1, including for purposes of determining the Eligible Employee’s benefit under Section 2.3.1(c). “Two-year period” will be substituted for “one-year period” in Section 2.3.4. “$30,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the maximum period permitted under COBRA.

2.4.2 Certain Additional Enhanced Benefits

If the Eligible Employee was the Chief Executive Officer of EIX, the President of Southern California Edison Company, or the General Counsel or Chief Financial Officer of EIX within the 12‑month period preceding his or her Termination Date, then the Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.2. “Three times” will be substituted for “one times” in Section 2.3.1, including for purposes of determining the Eligible Employee’s benefit under Section 2.3.1(c). “Three-year period” will be substituted for “one-year period” in Section 2.3.4. “$50,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the maximum period permitted under COBRA.

2.5    Termination for Other Reasons

Except as expressly provided below, EIX and an Eligible Employee’s Employer shall have no obligations (or no further obligations, as the case may be) to the Eligible Employee under this Plan if:

(a) the Eligible Employee’s employment is terminated by his or her Employer for Cause;

(b)the Eligible Employee terminates his or her employment with his or her Employer during a Protected Period other than for Good Reason;

(c)the Eligible Employee’s employment by his or her Employer terminates due to the Eligible Employee’s Disability or death;

(d)the Eligible Employee terminates his or her employment with his or her Employer for any reason if the termination occurs outside of a Protected Period; or

(e)the Eligible Employee is employed by an Employer that is sold, spun off, or liquidated and the Eligible Employee is no longer covered by this Plan as provided in Section 8.2 or the Eligible Employee does not timely comply with Section 10.1.

Notwithstanding anything else contained herein to the contrary, a termination of an Eligible Employee’s employment on account of the Eligible Employee reaching mandatory retirement age, as such age may be defined from time to time in policies adopted by EIX or his or her Employer prior to the commencement of the Protected Period, to the extent such policies are applicable to the Eligible Employee immediately prior to the commencement of the Protected

9

Period and to the extent such policies are consistent with applicable law, shall not entitle the Eligible Employee to the benefits described in Section 2.3 and shall not be a Qualifying Termination Event unless the Eligible Employee was otherwise able to terminate employment for Good Reason immediately prior to his or her retirement and his or her retirement occurred during a Protected Period.

2.6    Termination and Repayment of Benefits

EIX or the Eligible Employee’s Employer may terminate (or cause there to be terminated, as the case may be) any benefits otherwise payable or to be paid (or to be provided, as the case may be) to the Eligible Employee under this Plan, and/or may require the Eligible Employee to repay any benefits previously paid or provided to the Eligible Employee under this Plan, and EIX and the Eligible Employee’s Employer shall have no obligations (or no further obligations, as the case may be) to the Eligible Employee with respect thereto, if:

(a) at the time of the termination of the Eligible Employee’s employment, there existed Cause for the Eligible Employee’s Employer to terminate the Eligible Employee’s employment (regardless of whether such Employer knew of the circumstances that constituted Cause at the time of such termination or first became aware of such circumstances after such termination, and regardless of whether the termination of employment was characterized as being for Cause at the time of such termination); or

(b)during the period of the Eligible Employee’s employment by his or her Employer or at any time thereafter, the Eligible Employee committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, trade secrets or other confidential information of EIX or any of its affiliates; or

(c)during the period of the Eligible Employee’s employment by his or her Employer or at any time thereafter, the Eligible Employee breached any no-solicitation obligation owed to EIX or any of its affiliates. (For purposes of clarity, the no-solicitation obligations covered by this Section 2.6(c) include, without limitation, those obligations set forth in Section 7 of the form of Severance Agreement attached hereto as Exhibit A, as those obligations are set forth in the Eligible Employee’s Severance Agreement.)

Any determination by EIX or the Eligible Employee’s Employer that the Eligible Employee’s benefits are to be terminated and/or repaid pursuant to this Section 2.6 shall be communicated to the Eligible Employee in writing. Such writing shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination.

However, as to an Eligible Employee who is otherwise eligible for benefits pursuant to Section 2.3 or 2.4, and who satisfies the requirements of Section 10.1, the Eligible Employee’s minimum aggregate benefit pursuant to Section 2.3.1 (“Minimum Benefit”) shall be the lesser of (i) Ten Thousand Dollars ($10,000), or (ii) the amount of the Eligible Employee’s benefit otherwise determined pursuant to Section 2.3.1 (giving effect to any adjustment thereto pursuant to Section 2.4, if applicable in the circumstances). A termination of benefits pursuant to this Section 2.6 shall not cause the Eligible Employee’s aggregate benefit pursuant to Section 2.3.1 to be less

10

than the applicable Minimum Benefit, nor shall a repayment of benefits required under this Section 2.6 require the Eligible Employee to repay the amount of his or her Minimum Benefit.

The provisions of this Section 2.6 are not in any way in limitation of any other right or remedy, (at law or otherwise, to obtain specific performance, injunctive relief, other appropriate relief and/or damages) otherwise available to EIX or any of its affiliates in the circumstances. Furthermore, the provisions of this Section 2.6 do not in any way limit any obligation (confidentiality, no-solicitation or otherwise) owed by any Eligible Employee to EIX or any of its affiliates.

2.7    Notice of Termination

Any termination of an Eligible Employee’s employment by his or her Employer for Cause or by an Eligible Employee for Good Reason shall be communicated by Notice of Termination. For purposes of this Plan, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Eligible Employee’s employment under the provision so indicated. The Notice of Termination shall be effective on the date specified in Section 10.7 of this Plan. Any Notice of Termination remains subject to the provisions of Section 2.6.

ARTICLE 3

TAXES

EIX and/or the Eligible Employee’s Employer, as applicable, has the right to withhold from any amount otherwise payable to an Eligible Employee under or pursuant to this Plan the amount of any taxes that EIX or such Employer may legally be required to withhold with respect to such payment (including, without limitation, any United States Federal taxes, and any other state, city, or local taxes). In the event that tax withholding is required with respect to amounts or benefits payable or deliverable by EIX or the Eligible Employee’s Employer to an Eligible Employee and EIX or the Employer cannot satisfy its tax withholding obligations in the manner described in the preceding sentence, EIX or the Employer may require the Eligible Employee to pay or provide for the payment of such required tax withholding as a condition to the payment or delivery of such amounts or benefits. Each Eligible Employee, former Eligible Employee and Beneficiary shall be solely responsible for all income and employment taxes arising in connection with participation in this Plan or benefits hereunder.

ARTICLE 4

[RESERVED]

ARTICLE 5

BENEFICIARY DESIGNATION

The Eligible Employee will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Eligible Employee’s death. The Beneficiary designation will be effective when it is submitted to the Administrator during the Eligible Employee’s lifetime in accordance with procedures established by the Administrator.

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The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of an Eligible Employee subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Eligible Employee’s new spouse has previously been designated as Beneficiary. The spouse of a married Eligible Employee must consent in writing to any designation of a Beneficiary other than the spouse.

If an Eligible Employee fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Eligible Employee, then the Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a primary Beneficiary dies after commencement of payments to the Beneficiary but prior to completion of benefits under this Plan, and no contingent Beneficiary has been designated by the Eligible Employee, any remaining payments will be paid to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 6

CONDITIONS RELATED TO BENEFITS

6.1    Nonassignability

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Eligible Employee or other claimants and from all orders, decrees, levies, garnishment or executions against any Eligible Employee to the fullest extent allowed by law.

6.2    No Right to Assets

The benefits paid under the Plan will be paid from the general funds of the Employer who last employs the Eligible Employee immediately prior to the time that the Eligible Employee becomes entitled to benefits hereunder, and the Eligible Employee and any Beneficiary will be no more than unsecured general creditors of the Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Eligible Employee nor the Beneficiary will have a claim to benefits from any other Affiliate. EIX is not a guarantor of the benefit obligations of other participating Affiliates. By participating in, and by accepting any benefits under, this Plan, Eligible Employees consent to EIX sponsorship of this Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating Affiliates. Each Affiliate is responsible for payment of the accrued benefits under this Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under this Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions

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hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 6.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 6.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of benefit obligations that are assumed by EIX.

6.3    Payment of Obligations Absolute

Subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby, each Employer’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Employer may have against the Eligible Employee or anyone else. Each and every payment made hereunder by an Employer shall be final, and the Employer shall not seek to recover all or any part of such payment from the Eligible Employee or from whomsoever may be entitled thereto, for any reasons whatsoever, except as otherwise provided in Article 7 and subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby. Eligible Employees shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event effect any reduction of an Employer’s obligations to make the payments and arrangements required to be made under this Plan except as provided in Section 2.3.2(b). The foregoing provisions of this Section 6.3 are subject to the provisions of Section 2.6 and Section 10.9.

6.4    Other Benefit Plans

All payments, benefits and amounts provided under this Plan shall be in addition to and not in substitution for any pension rights under EIX’s or other Employer’s tax-qualified pension plans in which the Eligible Employee participates, and any disability, workers’ compensation or EIX or other Employer benefit plan distribution that an Eligible Employee is entitled to, under the terms of any such plan, at the time his or her employment by his or her Employer terminates. Notwithstanding the foregoing, this Plan shall not create an inference that any duplicate payments shall be required, and notwithstanding anything else contained herein to the contrary, any severance benefits otherwise payable or deliverable under this Plan to a Participant shall be offset or reduced by the amount of severance benefits payable or deliverable to the Participant under any other plan, program, or agreement of or with EIX, the Participant’s Employer, or their

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respective Affiliates. Payments received by a person under this Plan shall not be deemed a part of the person’s compensation for purposes of determining the person’s benefits under any employee welfare, pension or other benefit plan or arrangement, if any, provided by an Employer, except where explicitly provided under the terms of such plan or arrangement.

6.5 Incapacity

If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

6.6 Six Month Delay

Notwithstanding any other provisions of the plan, any payment or benefit otherwise required to be made after an Eligible Employee’s Separation from Service that the Employer reasonably determines is subject to Section 409A(a)(2)(B)(i) of the Code shall not be paid until the earlier of (1) six months after the date of the Eligible Employee’s Separation from Service or (2) the Eligible Employee’s death.

6.7    Termination of Employment

Notwithstanding anything else contained herein to the contrary, a Participant shall not be deemed to have terminated employment or had a Separation from Service if his or her employment by an Employer terminates but he or she continues as an employee of another Affiliate.

6.8    Re-Employment

Notwithstanding anything else contained herein to the contrary, a Participant shall have no right to severance benefits hereunder (pursuant to Sections 2.3 or 2.4 or otherwise) with respect to a termination of his or her employment if, in connection with such termination, he or she is otherwise entitled to severance benefits under this Plan but, prior to the payment or delivery (or commencement of payment or delivery, as the case may be) of such benefits, the Participant becomes re-employed by his or her Employer or by another Affiliate. Notwithstanding anything else contained herein to the contrary, a Participant’s right to continuing or additional benefits under this Plan (including any right to continue participating in or receive benefits under a plan as provided for in Section 2.3) shall automatically terminate (but the Participant shall have no obligation to re-pay benefits previously paid) if the Participant becomes re-employed by his or her Employer or by another Affiliate. If a Participant is re-employed and his or her employment is subsequently terminated and the Participant again becomes entitled to severance benefits under the terms of this Plan in connection with such later termination of employment, the amount of cash severance payments otherwise payable to the Participant pursuant to Section 2.3.1 in connection with such later termination of employment shall be reduced by the amount of any severance payments paid under this Plan to the Participant within the 24 months prior to such later termination of employment in connection with any prior termination of his or her employment.

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ARTICLE 7

CLAIMS AND REVIEW PROCEDURES

7.1    Claims Procedures

(a)The Administrator will notify an Eligible Employee or his or her Beneficiary (or person submitting a claim on behalf of an Eligible Employee or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.

(b)If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Eligible Employee, the same procedures will apply to the Eligible Employee’s Beneficiaries.

7.2    Dispute Arbitration

(a)Notwithstanding the foregoing, and because it is agreed that time will be of the essence in determining whether any payments are due to the claimant under the Plan, a claimant may, if he or she desires, submit any claim for payment under the Plan to arbitration. This right to select arbitration will be solely that of the claimant and the claimant may decide whether or not to arbitrate in his or her discretion. The “right to select arbitration” is not mandatory on the claimant, and the claimant may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Eligible Employee only he or she can use the arbitration procedure set forth in this section.

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(b)Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be paid under the Plan and the claim is finally denied by the Administrator in whole or in part, the claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the method described in the next four sentences. The first step of the selection will consist of the claimant submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within one week after receipt of the list, the claimant will then designate one of the five arbitrators for the dispute in question.

(c)The arbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the claimant and the Administrator. Absence from or nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator’s discretion, and the arbitrator may close the hearing in his or her sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award.

(d)The arbitrator’s award will be rendered as expeditiously as possible and in no event later than one week after the close of the hearing.

(e)In the event the arbitrator finds that the Administrator or the Employer has breached the terms of the Plan, he or she will order the Employer to pay to the claimant within two business days after the decision is rendered the amount then due the claimant. The award of the arbitrator will be final and binding upon the Parties.

(f)The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in a dispute if the arbitrator determines (1) that neither the Administrator nor the Employer has breached the terms of the Plan and (2) the claim by the claimant was not made in good faith. Otherwise, the claimant will be considered the prevailing party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys’ fees incurred by the Administrator) including the fees of a stenographic reporter, if employed, will be paid by the losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys’ fees incurred by the claimant in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by the Employer by March 15 of the year following the year in which the arbitrator determines who is the prevailing party.

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ARTICLE 8

SUCCESSORS AND ASSIGNMENT

8.1    Successors to an Employer

Subject to Section 8.2, each Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Employer or of any division or subsidiary thereof (the business and/or assets of which constitute at least fifty percent (50%) of the total business and/or assets of the Employer) to expressly assume and agree to perform the Employer’s obligations under this Plan in the same manner and to the same extent that the Employer would be required to perform them if such succession had not taken place.

8.2    Sale, Spin-Off, or Liquidation of an Employer

Except as provided in the following two sentences, if EIX sells (regardless of whether pursuant to a stock sale or sale of all or substantially all of the business and/or assets of the Employer), spins-off or liquidates an Employer (other than EIX), this Plan shall be deemed to have been terminated as to all Eligible Employees employed by that Employer and such Eligible Employees shall have no further rights under this Plan and shall have no right to any payment or benefits under this Plan in respect of such termination. If such a sale, spin-off or liquidation occurs after a Potential Change in Control has occurred (and the Board has not declared in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control) or during a Protected Period, the preceding sentence shall not apply with respect to any Eligible Employee who was employed immediately prior to the Potential Change in Control or start of the Protected Period, as applicable, by EIX or an Employer other than the Employer that is sold, spun off, or liquidated. The first sentence of this Section 8.2 will not apply to an Eligible Employee if (i) the Employer has entered a written agreement with the Eligible Employee, (ii) the agreement has been approved by the CEO or the senior officer of EIX responsible for Human Resources (or by EIX’s director responsible for executive compensation if EIX does not have an officer responsible for Human Resources other than the CEO), (iii) the agreement provides specific conditions under which the Eligible Employee will be eligible for the benefits described in Section 2.3 in connection with the sale or spin-off of the Employer, and (iv) those conditions are met.

ARTICLE 9

ADMINISTRATION OF THE PLAN

9.1    Administrator Action

The Administrator shall act at meetings by affirmative vote of a majority of the members of the Administrator. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Administrator and such written consent is filed with the minutes of the proceedings of the Administrator. A member of the Administrator shall not vote or act upon any matter which relates solely to himself or herself as an Eligible Employee. The Chairman or any other member or members of

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the Administrator designated by the Chairman may execute any certificate or other written direction on behalf of the Administrator.

9.2    Powers and Duties of the Administrator

The Administrator shall enforce this Plan in accordance with its terms, shall be charged with the general administration of this Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the power and authority to do the following:

(a) To determine eligibility for and participation in this Plan;

(b)To construe and interpret the terms and provisions of this Plan;

(c)To compute and certify to the amount and kind of benefits payable to Eligible Employees and their Beneficiaries, and to determine the amount of withholding taxes to be deducted pursuant to Article 3;

(d)To maintain all records that may be necessary for the administration of this Plan;

(e)To provide for the disclosure of all information and the filing or provision of all reports and statements to Eligible Employees, Beneficiaries or governmental agencies as shall be required by law;

(f)To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof; and

(g)To appoint a plan administrator or any other agent (which may include, without limitation, one or more employees of EIX), and to delegate to them such powers and duties in connection with the administration of this Plan as the Administrator may from time to time prescribe.

9.3    Plan Interpretation

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. The Administrator will interpret and construe the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.

9.4    Information

To enable the Administrator to perform its functions, each Employer shall supply full and timely information to the Administrator on all matters relating to the compensation of all Eligible Employees, their death or other cause of termination, and such other pertinent facts as the Administrator may require.

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9.5    Compensation, Expenses and Indemnity

The members of the Administrator shall serve without additional compensation for their services hereunder beyond that which they are entitled as authorized by the Board. The Administrator is authorized at the expense of EIX to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. EIX shall pay expenses and fees in connection with the administration of this Plan. To the extent permitted by applicable law, EIX shall indemnify and save harmless the Administrator and each member thereof, the Board and each member thereof, and delegates of the Administrator who are employees of EIX against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to this Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by EIX or provided by EIX under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

ARTICLE 10

MISCELLANEOUS

10.1    Release and Agreement

Notwithstanding anything else contained herein to the contrary, each Employer’s obligation to pay benefits to an Eligible Employee is subject to the condition precedent that the Eligible Employee execute, not later than 45 days after the Eligible Employee’s receipt of the Severance Agreement, a valid and effective Severance Agreement in the form attached hereto as Exhibit A (or such other form, which is substantially the same as the form attached hereto as Exhibit A, as the Administrator may require) and such executed agreement is received by EIX and the Eligible Employee’s Employer no later than 52 days after the Eligible Employee’s receipt of the Severance Agreement and is not revoked by the Eligible Employee or otherwise rendered unenforceable by the Eligible Employee. EIX will provide the applicable form of Severance Agreement to the Eligible Employee on or before the seventh day following the Eligible Employee’s Termination Date. EIX may modify the form of Severance Agreement from time to time to comply with applicable laws, rules and regulations. If the 45-day period for the Eligible Employee to consider the Severance Agreement plus any revocation period afforded by applicable law (together, the “Release Period”) spans two different calendar years, payment of the cash severance benefits pursuant to Section 2.3.1 (including any enhancement thereto pursuant to Section 2.4.1), shall be made within the period of time prescribed by Section 2.3.1 but in the second of those two calendar years and, to the extent required to avoid any tax, penalty or interest under Section 409A of the Code, any benefit payment or reimbursement pursuant to Sections 2.3.2 through 2.3.6 (including any enhancement thereto pursuant to Sections 2.4.1 and 2.4.2) that would otherwise be paid in the first of those two years shall not be paid until the second of those two years.

10.2    Term of the Plan

(a)This Plan will commence on the Effective Date and shall continue in effect through December 31, 2009. However, at the end of such initial period and, if extended, at the end of each additional year thereafter, the term of this Plan shall be extended automatically for one

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additional year, unless the Administrator (or the Board) delivers written notice at least six months prior to the end of such term, or extended term, to each Eligible Employee that this Plan will not be extended, and if such notice is timely given this Plan will terminate at the end of the term then in progress; provided, however, that this provision for automatic extension shall have no application following a Potential Change in Control (unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control) or a Change in Control, in which case the provisions of Section 10.2(b) or Section 10.2(c), respectively, shall apply.

(b)If a Potential Change in Control occurs, the Administrator (or the Board) may not give notice that the term of this Plan will not be extended, or will not be further extended, as the case may be, unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs.

(c)In the event a Change in Control occurs during the initial or any extended term, this Plan will remain in effect for the longer of: twenty-four months beyond the month in which such Change in Control occurred; or

(1)as to any Eligible Employee who incurs a Qualifying Termination Event, until all obligations of each Employer hereunder to that Eligible Employee have been fulfilled. Any subsequent Change in Control (“Subsequent Change in Control”) that occurs during the initial or any extended term shall also continue the term of this Plan until the later of:

(i)twenty-four months beyond the month in which such Subsequent Change in Control occurred; or

(ii)as to any Eligible Employee who incurs a Qualifying Termination Event, until all obligations of each Employer hereunder have been fulfilled to that Eligible Employee; provided, however, that if a Subsequent Change in Control occurs, it shall only be considered a Change in Control under this Plan if it occurs no later than twenty-four months after the immediately preceding Change in Control or Subsequent Change in Control.

(d)The foregoing provisions of this Section 10.2 are subject to the provisions of Section 8.2 as to any Eligible Employee that is employed by an Employer that is sold or spun-off by EIX.

10.3    Employment Status

Except as may be provided under any other written agreement between an Eligible Employee and his or her Employer, the employment of the Eligible Employee by his or her Employer is “at will,” and may be terminated by either the Eligible Employee or the Employer at any time, subject to applicable law. Payments made under this Plan shall not give any person the right to any benefits provided to persons retained in an Employer’s employ (such as, without limitation, health and dental benefits). Except as may otherwise be required by law or set forth specifically in such plans or as otherwise expressly provided in this Plan, such benefits shall terminate as of the date the Eligible Employee’s employment by an Employer terminates.

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10.4    Gender, Singular and Plural

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

10.5    Validity

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

10.6    Modification

The Administrator or the Board may from time to time amend this Plan in any way it determines to be advisable; provided, however, that no such amendment shall be effective without the consent of each affected Eligible Employee (or the Eligible Employee’s legal representative) if it is adopted (a) after a Potential Change in Control (unless and until the Board determines in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs), or (b) during a Protected Period. No provision of this Plan may be waived unless as to an Eligible Employee such waiver is agreed to in writing and signed by the Eligible Employee (or the Eligible Employee’s legal representative) and by an authorized member of the Administrator (or the Board) or its designee or legal representative.

10.7    Notice

For purposes of this Plan, notices, including Notice of Termination, and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered or on the date stamped as received by the U.S. Postal Service for delivery by certified or registered mail, postage prepaid and addressed:

(a)    if to the Eligible Employee, to his or her latest address as reflected on the records of EIX or his or her Employer, and

(b)    if to an Employer, to the attention of EIX’s Corporate Secretary at the address of EIX’s principal executive offices; or to such other address as either party may furnish to the other in writing for the delivery of notices to that party, with specific reference to this Plan and the importance of the notice, except that a notice of change of address shall be effective only upon receipt by the other party.

10.8    Applicable Law

The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.

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10.9    WARN Act

Benefits payable under this Plan are intended to satisfy, where applicable, any EIX or other Employer’s obligations under the Federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar obligations that EIX or any other Employer may have under any successor or other federal or state severance pay or pay continuation benefit statute (“Similar Severance Pay Law”). If it is determined that severance or pay continuation obligations to or for the benefit of the Eligible Employee exist under WARN or Similar Severance Pay Law that are in addition to benefits payable under this Plan (the “Additional Payments”), then the Eligible Employee’s entitlement to benefits payable in cash pursuant to Section 2.3 or 2.4 shall be reduced by an aggregate amount equal to the aggregate Additional Payments that it is determined the Eligible Employee is entitled to receive, provided that the reduction shall not cause the Eligible Employee’s aggregate benefit pursuant to Section 2.3.1 (giving effect to any adjustment thereto pursuant to Section 2.4, if applicable under the circumstances) to be less than the applicable Minimum Benefit. The Eligible Employee shall repay any amounts paid under this Plan to which he or she was not entitled after giving effect to the preceding sentence.

10.10    Statutes and Regulations

Any reference to a statute or regulation herein shall include any successor to such statute or regulation.

IN WITNESS WHEREOF, EIX has caused its duly authorized executive to execute this amended and restated Plan effective October 23, 2013.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

Jacqueline Trapp

Director, Executive Talent and Rewards

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EXHIBIT A

SEVERANCE AGREEMENT

This Severance Agreement (this “Agreement”) is made as of the _____ day of __________, 20___, by and between [name], an individual (the “Individual”), and Edison International, a California corporation (the “Company”), it provides for a termination date of [date-usually the day after the last day on payroll] (the “Termination Date”), and it is a severance agreement that includes a release, a confidentiality agreement, and an agreement not to solicit employees or customers, and certain other terms and conditions.

RECITALS

A.The Individual and the Company have reached agreement on the termination of the Individual's employment by the Company and/or one or more of its current or former subsidiaries or affiliates (collectively, the Company and its current or former subsidiaries and affiliates are referred to herein as the “Company Group”).

B.The Individual and the Company further desire to resolve all pending and potential actions and issues between the Individual and each member of the Company Group without the further expenditure of time and expense of litigation and, for that reason, have entered into this Agreement.

C.The Company maintains the Edison International 2008 Executive Severance Plan (the “Plan”). The Company's (and/or another member of the Company Group's) obligation to pay or continue paying severance benefits to the Individual under and in accordance with the terms of the Plan, which benefits are summarized and attached to this Agreement as Exhibit A (the “Severance Benefits”), is subject to the requirement that the Company timely receive this Agreement from the Individual and that the Individual does not revoke or otherwise render this Agreement unenforceable.

AGREEMENT

In consideration of the covenants undertaken and the releases contained in this Agreement, and the Individual's right to receive the Severance Benefits, the Individual and the Company agree as follows:

1.Termination of Employment

The Individual and the Company agree that the Individual's employment by the Company and/or one or more of the other members of the Company Group is terminated effective the Termination Date. Accordingly, the Individual hereby resigns any and all of his or her positions, offices, and/or directorships with each entity in the Company Group and any employment agreement(s) between the Individual and one or more members of the Company Group be, and they hereby are, terminated effective the Termination Date.

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2.Severance Benefit

The Company and/or the appropriate member of the Company Group will pay to the Individual the Severance Benefits in accordance with the terms of the Plan.

3.Release by the Individual

Except for those obligations created by or arising out of this Agreement, the Individual on behalf of himself or herself, his or her descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company, its parent (if any), the Company's subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, benefit plans, benefit plan fiduciaries, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he or she now owns or holds or he or she has at any time heretofore owned or held or may in the future hold as against said Releasees, arising out of or in any way connected with the Individual's employment relationship with any member of the Company Group, or the termination of his or her employment or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Agreement including, without limiting the generality of the foregoing, any claim under Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Worker Adjustment and Retraining Notification Act, the California Labor Code, any other claim under any other federal, state or local law or regulation, and any other claim for severance pay, bonus or incentive pay, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, medical expenses, or disability (except vested benefits that the Individual may be entitled to receive as outlined in Exhibit A hereto, or vested benefits that the Individual may be entitled to receive, if any, under and in accordance with the terms of the Southern California Edison Company Retirement Plan or other qualified Company Group pension plan, Edison 401(k) Savings Plan, Medical Program, Dental Program, Vision Care Plan, Health Care Reimbursement Account Program, Dependent Care Reimbursement Account Program, and Employee Assistance Program). Exhibit A is incorporated herein by this reference. Nothing in this Agreement should be construed to release claims that cannot be released as a matter of law.

4.Known and Unknown Claims

It is the intention of the Individual and the Company in executing this instrument that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, the Individual hereby expressly waives

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any and all rights and benefits conferred upon him or her by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Individual acknowledges that he or she may hereafter discover claims or facts in addition to or different from those which he or she now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, the Individual hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. The Individual acknowledges that he or she understands the significance and consequence of such release and such specific waiver of SECTION 1542.

5.Other Waiver by the Individual

The Individual expressly acknowledges and agrees that, by entering into this Agreement, he or she is waiving any and all rights or claims that he or she may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement.

6.Confidentiality

The Individual represents and covenants that he or she has not previously and that he or she will not at any time, unless compelled by lawful process, disclose or use for his or her own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company, any trade secrets, or other confidential data or information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of any member of the Company Group; provided that the foregoing shall not apply to information which is generally known to the industry or the public other than as a result of the Individual's breach of this covenant. The Individual agrees that he or she will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of any entity within the Company Group, except that he or she may retain personal notes, notebooks and diaries that do not contain confidential information of the type described in the preceding sentence. The Individual further agrees that he or she will not retain or use for his or her account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of any entity within the Company Group.

7.No Solicitation

The Individual represents and covenants that he or she has not previously and that during the period commencing on the date hereof and ending on the second anniversary of the

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date hereof (the “Limitation Period”) he or she will not influence or attempt to influence customers of any entity within the Company Group (as it may now or in the future be composed), either directly or indirectly, to divert their business away from the Company Group to any individual, partnership, firm, corporation or other entity then in competition with the business of any entity within the Company Group. The Individual represents and covenants that he or she has not previously and that he or she will not at any time during the Limitation Period directly or indirectly solicit any person who is then, or at any time within six months prior thereto was, an employee of an entity within the Company Group who earned annually $25,000 or more as an employee of such entity during the last six months of his or her own employment to work for any business, individual, partnership, firm, corporation, or other entity then in competition with the business of any entity within the Company Group.

8.Representations by the Individual

The Individual further expressly acknowledges, represents, and agrees that:

a.He or she was not otherwise entitled to the Severance Benefits (in the event that the Individual is entitled to severance or pay continuation benefits under any federal or state law, including without limitation the Worker Adjustment and Retraining Notification Act ("WARN") or similar state law, the Individual acknowledges, represents and agrees that he or she was not otherwise entitled the level of Severance Benefits being offered and that such benefits exceed the minimum required statutory level of benefits that he or she may have otherwise been entitled to);

b.His or her right to receive the Severance Benefits is consideration for his or her agreements herein and the Severance Benefits (to the extent that they exceed any minimum required statutory level of benefits under WARN or otherwise) would not be paid if he or she did not execute and deliver this Agreement;

c.If, despite the Individual's release of claims as stated herein, it is determined that other severance or pay continuation obligations to or for the benefit of the Individual exist under WARN or similar state law (the “Additional Payments”), the Individual's entitlement to the Severance Benefits payable in cash shall be reduced by an aggregate amount equal to the aggregate Additional Payments that it is determined the Individual is entitled to receive, provided that the Individual will be entitled to the Minimum Benefit specified in Section 2.6 of the Plan, which Minimum Benefit the Individual agrees is, in and of itself, good and sufficient consideration for the Individual’s agreements and releases set forth in this Agreement;

d.To the extent the Individual receives cash Severance Benefits that the Individual was not entitled to receive for any reason (including, without limitation, due to reduction for the Additional Payments), the Individual acknowledges, represents and agrees that he or she will promptly return the full amount of the excess payments;

e.The restrictions on him or her which are set forth in Sections 6 and 7 are reasonable;

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f.The Severance Benefits are subject to termination or reduction pursuant to Sections 2.6 and 10.9 of the Plan, provided that in all cases the Individual will be entitled to the Minimum Benefit specified in Section 2.6 of the Plan, which Minimum Benefit the Individual agrees is, in and of itself, good and sufficient consideration for the Individual’s agreements and releases set forth in this Agreement;

g.He or she was orally advised by the Company and is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;

h.He or she was given a copy of this Agreement prior to the date of its execution, and informed that he or she had up to forty-five (45) days within which to consider the Agreement (in the event that there are any changes to this Agreement, the Individual agrees that no changes, whether material or immaterial, will restart the running of the forty-five (45) day period);

i.He or she was informed that he or she has seven (7) days following the date of execution of the Agreement in which to revoke the Agreement; and

j.He or she has had the opportunity to consult with his or her advisors and attorneys regarding this Agreement (including, without limitation, its terms, conditions, and effects) and represents that he or she has so consulted with such advisors and attorneys.

9.Confidentiality of the Agreement

The parties agree that the terms and conditions of this Agreement shall remain confidential as between the parties and they shall not, except as required by law, disclose them to any other person other than family members, and legal and financial advisors. Without limiting the generality of the foregoing, the parties will not respond to or in any way participate in or contribute to any public discussion, notice or other publicity concerning, or in any way relating to, execution of this Agreement or the events (including any negotiations) which led to the termination of the Individual's employment. Without limiting the generality of the foregoing, the Individual specifically agrees that he or she shall not disclose information regarding this Agreement or the termination of his or her employment to any current or former employee of any entity in the Company Group (other than the Company's executive officers), except to the extent required by law or authorized in writing by the Company's General Counsel. The Individual hereby agrees that disclosure by him or her of any of the terms and conditions of this Agreement in violation of the foregoing shall constitute and be treated as a material breach of this Agreement.

10.No Prior Assignment or Transfer

The Individual warrants and represents to the Company that he or she has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and he or she shall defend, indemnify and hold harmless the Releasees from and against any claim (including the payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed.

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11.No Further Employment Rights

The Individual and the Company acknowledge that any employment relationship between the Individual and the Company Group terminated on the Termination Date, and that they have no further employment or contractual relationship except as may arise out of this Agreement and that the Individual waives any right or claim to reinstatement as an employee of any member of the Company Group. In the event any member of the Company Group receives inquiries about the Individual from prospective employers, such member shall provide to such persons or entities only the following information: confirmation of the Individual's employment dates, position history, salary history, and that the Individual's employment with the Company Group was mutually terminated.

12.Taxes

The Individual agrees that he or she shall be exclusively liable for the payment of all federal and state taxes which may be due as the result of the consideration that he or she receives pursuant to this Agreement and the Individual hereby represents that he or she shall make payments on such taxes at the time and in the amount required of him or her. In addition, the Individual hereby agrees fully to defend, indemnify and hold harmless Releasees and each of them from payment of taxes or penalties that are required of them by any government agency at any time as the result of payment of the consideration set forth herein. The Individual further agrees to provide the Releasees and each of them with any tax information that they or it may reasonably request.

13.Beneficiaries and Successors

Each Releasee shall be deemed to be a beneficiary of the Individual's promises and representations made herein. In the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall inure to the benefit of such successor. In the event of a merger, transfer or sale of the stock or assets of an entity in the Company Group that results in such entity not continuing as a member of the Company Group, the Individual's promises and representations made herein shall continue to inure to the benefit of such entity as well as the Company.

14.Entire Agreement

This instrument constitutes and contains the entire agreement and understanding concerning the Individual's relationship with the Company Group, the termination of the Individual's employment, and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. This is an integrated document.

Notwithstanding the foregoing paragraph, any obligations of the Individual regarding confidentiality, trade secrets, inventions, no solicitation, or similar matters under an existing agreement or policy to which the Individual is a party or otherwise bound (“Additional Obligations”) shall continue in effect and, to that end, such Additional Obligations are outside of the scope of the foregoing paragraph. The provisions of this Agreement pertaining to

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confidentiality, trade secrets, inventions, no solicitation, or similar matters are in addition to (and not in lieu of) any such Additional Obligations.

15.Revocability

The Individual may revoke this Agreement in its entirety during the seven (7) days following execution of this Agreement by the Individual. Any revocation of this Agreement must be in writing, clearly state that it is a revocation of this Agreement, and be hand delivered to, or delivered in such a manner to ensure receipt by, the General Counsel of the Company during the revocation period. This Agreement will become effective, enforceable, and irrevocable upon seven (7) days following its execution by the Individual, unless it is revoked during the seven-day period.

16.Severability

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

17.Governing Law

This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.

18.Mandatory Arbitration

Except for the injunctive relief provided for and contemplated by the following paragraph, which is expressly hereby excluded from this paragraph, any dispute or controversy between the Individual, on the one hand, and the Company (or any other Releasee), on the other hand, in any way arising out of, related to, or connected with this Agreement or the subject matter thereof, or arising out of or related to any other dispute between the Individual and the Company or any other member of the Company Group, now or in the future, shall be resolved through final and binding arbitration in Los Angeles, California, in accordance with the arbitration provisions contained in the Plan.

It is further expressly agreed that Company will or would suffer irreparable injury if the Individual were to breach Section 6 or 7 of this Agreement and that, regardless of the dispute resolution provisions set forth in the foregoing paragraph, the Company would by reason of such breach or potential breach be entitled to injunctive relief in a court of appropriate jurisdiction, and the Individual further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Individual from engaging in any act, conduct, or relationship in violation of, or that would reasonably result in a violation of, this Agreement.

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19.Counterparts, Headings

This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.

20.Waiver, Amendment

Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be binding unless in writing and signed by the party waiving the breach. No amendment of any term or provision of this Agreement shall be binding unless in writing and signed by all parties to this Agreement.

21.No Presumption

In entering this Agreement, the parties represent that they have had full opportunity to consult with attorneys of their own choice, that the parties have completely read and understood the terms of this Agreement and voluntarily accepted such terms. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party because it or its representatives drafted any of the provisions of this Agreement.

22.Additional Acts

All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

[The remainder of this page has intentionally been left blank.]

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I have read the foregoing Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences.

EXECUTED on this ______ day of _________________ at ______________________ (County and State where agreement is signed).

The Individual Signature:

Print Name:

EXECUTED on this ______ day of _________________ at ______________________ (County and State where agreement is signed).

Edison International

By:

Print Name:

Title:

ENDORSEMENT

I __________________________ (the Individual named in the foregoing Agreement), hereby acknowledge that I was given 45 days to consider the foregoing Agreement and voluntarily chose to sign the Agreement prior to the expiration of the 45-day period.

EXECUTED this _____ day of __________, ____, at ____________________ (County and State where endorsement is signed).

Signature: ____________________________

Print Name: ___________________________

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EX-21

Exhibit 21

Significant Subsidiaries
Parent of Significant Subsidiary	Name of Significant Subsidiary	Jurisdiction of Formation of Subsidiary	Name under which Significant Subsidiary does business
Edison International	Southern California Edison Company	CA	Southern California Edison Company; SCE
Southern California Edison Company	None	____	____

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No.333-177743) and Form S-8 (Nos. 333-176108, 333-162989, 333-129441 and 333-88526) of Edison International of our report dated February 25, 2014 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 25, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No.333-183045) of Southern California Edison Company of our report dated February 25, 2014relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 25, 2014

EX-24.1

Exhibit 24.1

2014 EDISON INTERNATIONAL

10-K, 10-Q, AND 8-K POWER OF ATTORNEY

The undersigned, EDISON INTERNATIONAL, a California corporation, and certain of its officers and/or directors do each hereby constitute and appoint, ROBERT L. ADLER, W. JAMES SCILACCI, MARK C. CLARKE, BARBARA E. MATHEWS, ROBERT C. BOADA, GEORGE T. TABATA, JEFFERY D. DURAN, PAIGE W. R. WHITE, KATHLEEN BRENNAN DE JESUS, MICHAEL A. HENRY and DARLA F. FORTE, or any of them, to act as attorney‑in-fact, for and in their respective names, places, and steads, to execute, sign, and file or cause to be filed an Annual Report on Form 10-K for the fiscal year ended December 31, 2013,Quarterly Reports on Form 10-Q for each of the first three quarters of fiscal year 2014, any Current Reports on Form 8-K from time to time during 2014 from the date hereof through December 31, 2014, or in the event this Board of Directors does not hold a regular meeting in December 2014, through the last day of the month in which this Board holds he next succeeding regular meeting, and any and all supplements and amendments thereto, to be filed by Edison International with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, (the “Act”), for the purpose of complying with Sections 13 or 15(d) of the Act, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform all and every act andthing whatsoever requisite, necessary and appropriate to be done in and about the premises as fully and to all intents and purposes as the undersigned or any of them might or could do if personally present, hereby ratifying and approving theacts of each of said attorneys-in-fact.

Executed at Rosemead, California, as of this 13th day of December, 2013.

	EDISON INTERNATIONAL
	By:	/s/ Theodore F. Craver, Jr.
		Theodore F. Craver, Jr.
		Chairman of the Board, President,
		and Chief Executive Officer
Attest:
/s/ Barbara E. Mathews
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary

2014 Edison International

10-K, 10-Q, and 8-K Power of Attorney

Principal Executive Officer:
/s/ Theodore F. Craver, Jr.
Theodore F. Craver, Jr.	Chairman of the Board, President,
	Chief Executive Officer, and Director
Principal Financial Officer:
/s/ W. James Scilacci
W. James Scilacci	Executive Vice President, Chief
	Financial Officer, and Treasurer
Controller and Principal Accounting Officer:
/s/ Mark C. Clarke
Mark C. Clarke	Vice President and Controller

Additional Directors:

/s/ Jagjeet S. Bindra	Director	/s/ Richard T. Schlosberg, III	Director
Jagjeet S. Bindra		Richard T. Schlosberg, III
/s/ Vanessa C.L. Chang	Director	/s/ Thomas C. Sutton	Director
Vanessa C.L. Chang		Thomas C. Sutton
/s/ France A. Córdova	Director	/s/ Ellen O. Tauscher	Director
France A. Córdova		Ellen O. Tauscher
/s/ Bradford M. Freeman	Director	/s/ Peter J. Taylor	Director
Bradford M. Freeman		Peter J. Taylor
/s/ Luis G. Nogales	Director	/s/ Brett White	Director
Luis G. Nogales		Brett White
/s/ Ronald L. Olson	Director
Ronald L. Olson

2014 SOUTHERN CALIFORNIA EDISON COMPANY

10-K, 10-Q, AND 8-K POWER OF ATTORNEY

The undersigned, SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, and certain of its officers and/or directors do each herebyconstitute and appoint, RUSSELL C. SWARTZ, LINDA G. SULLIVAN, BARBARA E. MATHEWS, ROBERT C. BOADA, MARK C. CLARKE, GEORGE T. TABATA, JEFFERY D. DURAN, PAIGE W. R. WHITE, KATHLEEN BRENNAN DE JESUS, MICHAEL A. HENRY and DARLA F. FORTE, or any of them, to act as attorney-in-fact, for and in their respective names, places, and steads, to execute, sign, and file or cause to be filed an Annual Report on Form 10-K for the fiscal year ended December 31, 2013, Quarterly Reports on Form 10-Q for each of the first three quarters of fiscal year 2013, any Current Reports on Form 8-K from time to time during 2014 from the date hereof through December 31, 2014, or in the event this Board of Directors does not hold a regular meeting in December 2014, through the last day of the month in which this Board holds the next succeeding regular meeting, and any and all supplements and amendments thereto, to be filed by Southern California Edison Company with the Securities and Exchange Commission, under the Securities Exchange Act of 1934 as amended, (the “Act”), for the purpose of complying with Sections 13 or 15(d) of the Act, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and appropriate to be done in and about the premises as fully and to all intents and purposes as theundersigned or any of them might or could do if personally present, hereby ratifying and approving the acts of each of said attorneys-in-fact.

Executed at Rosemead, California, as of this 13th day of December, 2013.

	SOUTHERN CALIFORNIA EDISON COMPANY
	By:	/s/ Ronald L. Litzinger
		Ronald L. Litzinger
		President
Attest:
/s/ Barbara E. Mathews
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary

2014 Southern California Edison Company

10-K, 10-Q, and 8-K Power of Attorney

Principal Executive Officer:
/s/ Ronald L. Litzinger
Ronald L. Litzinger	President
Principal Financial Officer:
/s/ Linda G. Sullivan
Linda G. Sullivan	Senior Vice President and
	Chief Financial Officer
Controller and Principal Accounting Officer:
/s/ Mark C. Clarke
Mark C. Clarke	Vice President and Controller

Additional Directors:

/s/ Theodore F. Craver, Jr.	Director	/s/ Ronald L. Olson	Director
Theodore F. Craver, Jr.		Ronald L. Olson
/s/ Jagjeet S. Bindra	Director	/s/ Richard T. Schlosberg, III	Director
Jagjeet S. Bindra		Richard T. Schlosberg, III
/s/ Vanessa C.L. Chang	Director	/s/ Thomas C. Sutton	Director
Vanessa C.L. Chang		Thomas C. Sutton
/s/ France A. Córdova	Director	/s/ Ellen O. Tauscher	Director
France A. Córdova		Ellen O. Tauscher
/s/ Bradford M. Freeman	Director	/s/ Peter J. Taylor	Director
Bradford M. Freeman		Peter J. Taylor
/s/ Luis G. Nogales	Director	/s/ Brett White	Director
Luis G. Nogales		Brett White

EX-24.2

Exhibit 24.2

RESOLUTION OF THE BOARD OF DIRECTORS OF

EDISON INTERNATIONAL

Adopted: December 12, 2013

RE: FORMS 10-K, 10-Q, AND 8-K

WHEREAS, the Securities Exchange Act of 1934, as amended, and regulations thereunder, require that Annual, Quarterly, and Current Reports be filed with the Securities and Exchange Commission ("Commission"), and it is desirable to effect such filings over the signatures of attorneys-in-fact;

NOW, THEREFORE, BE IT RESOLVED, that each of the officers of this corporation is hereby authorized to file or cause to be filed with the Commission the Annual Report on Form 10-K of this corporation for the fiscal year ended December 31, 2013, Quarterly Reports on Form 10-Q for each of the first three quarters of fiscal year 2014, Current Reports on Form 8-K from time to time during 2014 through December 31, 2014, or in the event this Board of Directors does not hold a regular meeting in December 2014, through the last day of the month in which this Board holds the next succeeding regular meeting, and any required or appropriate supplements or amendments to such reports, all in such forms as the officer acting or counsel for this corporation considers appropriate.

BE IT FURTHER RESOLVED, that each of the officers of this corporation is hereby authorized to execute and deliver on behalf of this corporation a power or powers of attorney appointing Robert L. Adler, W. James Scilacci, Mark C. Clarke, Barbara E.

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Mathews, Robert C. Boada, George T. Tabata, Jeffery D. Duran, Paige W. R. White, Kathleen Brennan de Jesus, Michael A. Henry, and Darla F. Forte, and each of them, to act severally as attorney-in-fact in their respective names, places and steads, and on behalf of this corporation, for the purpose of executing and filing with the Commission the above‑described reports and any amendments and supplements thereto.

ADOPTED:

/s/ Barbara E. Mathews

______________________________________

Corporate Secretary

2

RESOLUTION OF THE BOARD OF DIRECTORS OF

SOUTHERN CALIFORNIA EDISON COMPANY

Adopted: December 12, 2013

RE: FORMS 10-K, 10-Q, AND 8-K

WHEREAS, the Securities Exchange Act of 1934, as amended, and regulations thereunder, require that Annual, Quarterly, and Current Reports be filed with the Securities and Exchange Commission ("Commission"), and it is desirable to effect such filings over the signatures of attorneys-in-fact;

NOW, THEREFORE, BE IT RESOLVED, that each of the officers of this corporation is hereby authorized to file or cause to be filed with the Commission the Annual Report on Form 10-K of this corporation for the fiscal year ended December 31, 2013, Quarterly Reports on Form 10-Q for each of the first three quarters of fiscal year 2014, Current Reports on Form 8-K from time to time during 2014 through December 31, 2014, or in the event this Board ofDirectors does not hold a regular meeting in December 2014, through the last day of the month in which this Board holds the next succeeding regular meeting, and any required or appropriate supplements or amendments to such reports, all in such forms as the officer acting or counsel for this corporation considers appropriate.

BE IT FURTHER RESOLVED, that each of the officers of this corporation is hereby authorized to execute and deliver on behalf of this corporation a power or powers of attorney appointing Russell C. Swartz, Linda G. Sullivan, Barbara E. Mathews,

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Robert C. Boada, Mark C. Clarke, GeorgeT.Tabata, Jeffery D. Duran, Paige W. R. White, KathleenBrennan de Jesus, Michael A. Henry, and Darla F. Forte, and each of them, to act severally as attorney‑in‑fact in their respective names, places and steads, and on behalf of this corporation, for the purpose of executing and filing with the Commission the above-described reports and any amendments and supplements thereto.

ADOPTED:

/s/ Barbara E. Mathews

______________________________________

Corporate Secretary

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, THEODORE F. CRAVER, JR., certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013, of Edison International;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2014

/s/ THEODORE F. CRAVER, JR.

THEODORE F. CRAVER, JR.

Chief Executive Officer

Exhibit 31.1

CERTIFICATION

I, W. JAMES SCILACCI, certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013, of Edison International;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2014

/s/ W. JAMES SCILACCI

W. JAMES SCILACCI

Chief Financial Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, RONALD L. LITZINGER, certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013, of Southern California Edison Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2014

/s/ RONALD L. LITZINGER

RONALD L. LITZINGER

President

Exhibit 31.2

CERTIFICATION

I, LINDA G. SULLIVAN, certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013, of Southern California Edison Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2014

/s/ LINDA G. SULLIVAN

LINDA G. SULLIVAN

Chief Financial Officer

EX-32.1

Exhibit 32.1

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS

ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K for the year ended December 31, 2013 (the "Annual Report"), of Edison International (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his knowledge, that:

1. The Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 25, 2014

/s/ THEODORE F. CRAVER, JR.

THEODORE F. CRAVER, JR.

Chief Executive Officer

Edison International

/s/ W. JAMES SCILACCI

W. JAMES SCILACCI

Chief Financial Officer

Edison International

This statement accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS

ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K for the year ended December 31, 2013 (the "Annual Report"), of Southern California Edison Company (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his or her knowledge, that:

1. The Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 25, 2014

/s/ RONALD L. LITZINGER

RONALD L. LITZINGER

President

Southern California Edison Company

/s/ LINDA G. SULLIVAN

LINDA G. SULLIVAN

Chief Financial Officer

Southern California Edison Company

This statement accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Compensation and Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Pension and Other Postretirement Benefits

Employee Savings Plan Employer Contributions

The following employer contributions were made for continuing operations:

	Edison International		SCE
(in millions)	Years ended December 31,
2013	$	76	$	76
2012	85		84
2011	84		83

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

The following table summarizes total expense and tax benefits (expense) associated with stock based compensation:

	Edison International							SCE
	Years ended December 31,
(in millions)	2013		2012			2011		2013		2012			2011
Stock-based compensation expense1:
Stock options	$	15	$	18		$	14	$	11	$	10		$	9
Performance shares	4		7			5		2		4			3
Restricted stock units	7		9			6		4		5			4
Other	1		1			5		—		—			4
Total stock-based compensation expense	$	27	$	35		$	30	$	17	$	19		$	20
Income tax benefits related to stock compensation expense	$	11	$	14		$	12	$	7	$	8		$	8
Excess tax benefits (expense)2	5		(6		)	12		2		(13		)	11

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.

Black-Sholes Option-Pricing Model Assumptions

The Black-Scholes option-pricing model requires various assumptions noted in the following table:

	Years ended December 31,
	2013	2012	2011
Expected terms (in years)	6.2	6.9	7.0
Risk-free interest rate	1.0% – 2.1%	1.1% – 1.7%	1.4% – 3.1%
Expected dividend yield	2.7% – 3.1%	2.8% – 3.1%	3.1% – 3.5%
Weighted-average expected dividend yield	2.8%	3.0%	3.4%
Expected volatility	17.7% – 18.6%	17.4% – 18.3%	18.2% – 19.0%
Weighted-average volatility	17.7%	18.3%	18.9%

Summary of Stock Options Activity

The following is a summary of the status of Edison International's stock options:

			Weighted-Average
	Stock options		Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Edison International:
Outstanding at December 31, 2012	19,231,723		$	37.96
Granted	2,778,766		48.46
Expired	(158,107	)	49.69
Forfeited	(540,782	)	42.55
Exercised	(4,084,755	)	34.54
Outstanding at December 31, 2013	17,226,845		40.22		5.78
Vested and expected to vest at December 31, 2013	16,715,413		40.13		5.71	$	115
Exercisable at December 31, 2013	10,118,484		38.26		4.24	88
SCE:
Outstanding at December 31, 2012	10,308,461		$	37.73
Granted	1,792,688		48.48
Expired	(97,000	)	49.63
Forfeited	(402,548	)	43.47
Exercised	(2,643,487	)	34.94
Transfers, net	87,884		36.67
Outstanding at December 31, 2013	9,045,998		40.28		5.92
Vested and expected to vest at December 31, 2013	8,737,930		40.17		5.84	$	60
Exercisable at December 31, 2013	5,080,978		37.96		4.29	46

Schedule of Unrecognized Compensation Expense

At December 31, 2013, 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		SCE
Unrecognized compensation cost, net of expected forfeitures	$	13	$	10
Weighted-average period (in years)	2.2		2.3

Supplemental Data on Stock-based Compensation [Table Text Block]

Supplemental Data on Stock Options

	Edison International						SCE
	Years ended December 31,
(in millions, except per award amounts)	2013		2012		2011		2013		2012		2011
Stock options:
Weighted average grant date fair value per option granted	$	5.40	$	5.22	$	5.61	$	5.38	$	5.22	$	5.61
Fair value of options vested	17		17		18		10		10		10
Cash used to purchase shares to settle options	199		169		90		130		96		46
Cash from participants to exercise stock options	140		101		59		92		59		28
Value of options exercised	59		68		31		38		37		18
Tax benefits from options exercised	24		27		12		15		15		7

Summary of Nonvested Share Activity

The following is a summary of the status of Edison International's nonvested performance shares:

	Equity Awards				Liability Awards
	Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Fair Value
Edison International:
Nonvested at December 31, 2012	242,421		$	38.86	242,071		$	46.23
Granted	73,679		50.87		73,483
Forfeited	(19,239	)	42.10		(19,197	)
Vested1	(140,164	)	30.97		(140,053	)
Nonvested at December 31, 2013	156,697		51.17		156,304		51.72
SCE:
Nonvested at December 31, 2012	131,940		$	38.87	131,691		$	46.19
Granted	47,548		50.92		47,377
Forfeited	(13,065	)	43.42		(13,029	)
Vested1	(76,705	)	31.02		(76,624	)
Affiliate transfers, net	943		40.15		942
Nonvested at December 31, 2013	90,661		51.19		90,357		51.22

¹  Relates to performance shares that will be paid in 2014 as performance targets were met at December 31, 2013

Summary of Nonvested Restricted Stock Units Activity

The following is a summary of the status of Edison International's nonvested restricted stock units:

	Edison International				SCE
	Restricted Stock Units		Weighted-Average Grant Date Fair Value		Restricted Stock Units		Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2012	679,468		$	38.09	368,553		$	38.07
Granted	154,401		48.45		99,616		48.47
Forfeited	(38,343	)	42.15		(26,328	)	42.96
Vested	(255,837	)	34.17		(151,836	)	34.59
Affiliate transfers, net	—		—		2,834		38.10
Nonvested at December 31, 2013	539,689		42.70		292,839		42.98

Accrued Severance Liability Workforce Reduction [Table Text Block]

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
Additions	101
Payments	(151		)
Balance at December 31, 2013	$	54

Pension Plans

Pension and Other Postretirement Benefits

Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan [Table Text Block]

Information on pension plan assets and benefit obligations for continuing and discontinued operations is shown below.

	Edison International						SCE
	Years ended December 31,
(in millions)	2013			2012			2013			2012
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	4,948		$	4,493		$	4,434		$	4,112
Service cost	174			179			154			156
Interest cost	182			196			164			176
Liability transferred to Edison International	—			23			—			(92		)
Actuarial (gain) loss	(330		)	370			(277		)	318
Curtailment	—			(26		)	—			—
Benefits paid	(796		)	(253		)	(754		)	(236		)
Deconsolidation of EME1	—			(34		)	—			—
Projected benefit obligation at end of year	$	4,178		$	4,948		$	3,721		$	4,434
Change in plan assets
Fair value of plan assets at beginning of year	$	3,542		$	3,153		$	3,320		$	2,971
Actual return on plan assets	540			460			505			431
Employer contributions	191			182			165			154
Benefits paid	(796		)	(253		)	(754		)	(236		)
Fair value of plan assets at end of year	$	3,477		$	3,542		$	3,236		$	3,320
Funded status at end of year	$	(701	)	$	(1,406	)	$	(485	)	$	(1,114	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(15	)	$	(19	)	$	(5	)	$	(6	)
Long-term liabilities	(686		)	(1,387		)	(480		)	(1,108		)
	$	(701	)	$	(1,406	)	$	(485	)	$	(1,114	)
Amounts recognized in accumulated other comprehensive loss consist of:
Net loss	$	30		$	127		$	33		$	40
Amounts recognized as a regulatory asset:
Prior service cost	$	25		$	30		$	25		$	30
Net loss	328			999			328			999
	$	353		$	1,029		$	353		$	1,029
Total not yet recognized as expense	$	383		$	1,156		$	386		$	1,069
Accumulated benefit obligation at end of year	$	4,015		$	4,609		$	3,599		$	4,171
Pension plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation	$	4,178		$	4,948		$	3,721		$	4,434
Accumulated benefit obligation	4,015			4,609			3,599			4,171
Fair value of plan assets	3,477			3,542			3,236			3,320
Weighted-average assumptions used to determine obligations at end of year:
Discount rate	4.75		%	3.75		%	4.75		%	3.75		%
Rate of compensation increase	4.0		%	4.5		%	4.0		%	4.5		%

¹  The retirement plan liabilities of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for qualified pension plans that Edison International is jointly liable with EME under the Internal Revenue Code. See Note 16 for further information.

Expense Components for Plans

Pension expense components for continuing operations are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	162		$	163		$	149		$	159		$	160		$	145
Interest cost	170			183			196			167			180			192
Expected return on plan assets	(222		)	(217		)	(226		)	(222		)	(217		)	(225		)
Settlement costs1	87			5			—			85			4			—
Amortization of prior service cost	5			3			7			5			3			7
Amortization of net loss2	39			61			25			35			57			22
Expense under accounting standards	241			198			151			229			187			141
Regulatory adjustment (deferred)	(53		)	(19		)	(28		)	(53		)	(19		)	(28		)
Total expense recognized	$	188		$	179		$	123		$	176		$	168		$	113

¹  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International was $2 million for the year ended December 31, 2013.

²  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $11 million and $7 million for the year ended December 31, 2013, respectively.

Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income

Other changes in pension plan assets and benefit obligations recognized in other comprehensive income 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

Schedule of Amounts in Accumulated Other Comprehensive Loss to be Recognized During 2013

The estimated pension amounts that will be amortized to expense in 2014 for continuing operations are as follows:

(in millions)	Edison International		SCE
Unrecognized net loss to be amortized1	$	5	$	2
Unrecognized prior service cost to be amortized	5		5

Schedule of Assumptions Used [Table Text Block]

Edison International and SCE used the following weighted-average assumptions to determine pension expense for continuing operations:

	Years ended December 31,
	2013		2012		2011
Discount rate	4.13	%	4.5	%	5.25	%
Rate of compensation increase	4.5	%	4.5	%	5.0	%
Expected long-term return on plan assets	7.0	%	7.5	%	7.5	%

Schedule of Expected Benefit Payments [Table Text Block]

The following benefit payments, which reflect expected future service, are expected to be paid:

	Edison International		SCE
(in millions)	Years ended December 31,
2014	$	265	$	202
2015	240		208
2016	249		214
2017	254		219
2018	257		227
2019 – 2023	1,323		1,196

Schedule of Changes in Fair Value of Level 3 Investments

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			2012
Fair value, net at beginning of period	$	414		$	448
Actual return on plan assets:
Relating to assets still held at end of period	61			88
Relating to assets sold during the period	10			13
Purchases	45			98
Dispositions	(140		)	(233		)
Transfers in and/or out of Level 3	—			—
Fair value, net at end of period	$	390		$	414

Postretirement Benefits Other than Pension Plan Assets by Hierarchy Levels

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, 2013 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
U.S. government and agency securities1	$	195	$	471	$	—	$	666
Corporate stocks2	653		—		—		653
Corporate bonds3	—		553		—		553
Common/collective funds4	—		546		—		546
Partnerships/joint ventures5	—		148		390		538
Other investment entities6	—		282		—		282
Registered investment companies7	112		81		—		193
Interest-bearing cash	12		—		—		12
Other	6		109		—		115
Total	$	978	$	2,190	$	390	$	3,558
Receivables and payables, net							(81		)
Net plan assets available for benefits							$	3,477
SCE's share of net plan assets							$	3,236
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, 2012 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
U.S. government and agency securities1	$	242	$	350	$	—	$	592
Corporate stocks2	743		—		—		743
Corporate bonds3	—		508		—		508
Common/collective funds4	—		635		—		635
Partnerships/joint ventures5	—		166		414		580
Other investment entities6	—		271		—		271
Registered investment companies7	98		28		—		126
Interest-bearing cash	24		—		—		24
Other	1		100		—		101
Total	$	1,108	$	2,058	$	414	$	3,580
Receivables and payables, net							(38		)
Net plan assets available for benefits							$	3,542
SCE's share of net plan assets							$	3,320
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 2013 and 2012, respectively, performance is primarily benchmarked against the Russell Indexes (51% and 60%) and Morgan Stanley Capital International (MSCI) index (49% and 40%).

³  Corporate bonds are diversified. At December 31, 2013 and 2012, respectively, this category includes $78 million and $65 million for collateralized mortgage obligations and other asset backed securities of which $15 million and $7 million are below investment grade.

⁴  At December 31, 2013 and 2012, 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% and 29%), Russell 1000 indexes (28% and 28%) and the MSCI Europe, Australasia and Far East (EAFE) Index (15% and 11%). A non-index U.S. equity fund representing 23% and 25% of this category for 2013 and 2012, respectively, is actively managed. Another fund representing 6% and 6% of this category for 2013 and 2012, respectively, is a global asset allocation fund.

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, 2013 and 2012, respectively, approximately 64% and 56% 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.

Postretirement Benefits Other Than Pensions

Pension and Other Postretirement Benefits

Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan [Table Text Block]

Information on PBOP Plan assets and benefit obligations for continuing and discontinued operations is shown below:

	Edison International						SCE
	Years ended December 31,
(in millions)	2013			2012			2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	2,460		$	2,553		$	2,452		$	2,415
Service cost	49			47			48			47
Interest cost	98			108			97			108
Special termination benefits	11			2			11			2
Actuarial gain	(313		)	(86		)	(312		)	(86		)
Plan participants' contributions	18			16			18			16
Medicare Part D subsidy received	—			4			—			4
Benefits paid	(103		)	(54		)	(103		)	(54		)
Deconsolidation of EME1	—			(130		)	—			—
Benefit obligation at end of year	$	2,220		$	2,460		$	2,211		$	2,452
Change in plan assets
Fair value of plan assets at beginning of year	$	1,800		$	1,570		$	1,800		$	1,570
Actual return on assets	317			212			317			212
Employer contributions	33			52			33			52
Plan participants' contributions	18			16			18			16
Medicare Part D subsidy received	—			4			—			4
Benefits paid	(103		)	(54		)	(103		)	(54		)
Fair value of plan assets at end of year	$	2,065		$	1,800		$	2,065		$	1,800
Funded status at end of year	$	(155	)	$	(660	)	$	(146	)	$	(652	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(17	)	$	(18	)	$	(16	)	$	(18	)
Long-term liabilities	(138		)	(642		)	(130		)	(634		)
	$	(155	)	$	(660	)	$	(146	)	$	(652	)
Amounts recognized in accumulated other comprehensive loss (income) consist of:
Net loss	$	4		$	5		$	—		$	—
Amounts recognized as a regulatory asset (liability):
Prior service credit	$	(54	)	$	(89	)	$	(54	)	$	(89	)
Net loss	69			610			69			610
	$	15		$	521		$	15		$	521
Total not yet recognized as expense	$	19		$	526		$	15		$	521
Weighted-average assumptions used to determine obligations at end of year:
Discount rate	5.0		%	4.25		%	5.0		%	4.25		%
Assumed health care cost trend rates:
Rate assumed for following year	7.75		%	8.5		%	7.75		%	8.5		%
Ultimate rate	5.0		%	5.0		%	5.0		%	5.0		%
Year ultimate rate reached	2020			2020			2020			2020

¹ 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 (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.

Expense Components for Plans

expense components for continuing operations are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	49		$	47		$	40		$	48		$	47		$	40
Interest cost	98			108			115			97			108			114
Expected return on plan assets	(114		)	(108		)	(111		)	(114		)	(109		)	(111		)
Special termination benefits1	11			2			—			11			2			—
Amortization of prior service credit	(36		)	(35		)	(35		)	(35		)	(35		)	(35		)
Amortization of net loss	24			39			26			24			39			26
Total expense	$	32		$	53		$	35		$	31		$	52		$	34

Schedule of Amounts in Accumulated Other Comprehensive Loss to be Recognized During 2013

The estimated PBOP amounts that will be amortized to expense in 2014 for continuing operations are as follows:

(in millions)	Edison International			SCE
Unrecognized prior service credit to be amortized	$	(36	)	$	(36	)

Schedule of Assumptions Used [Table Text Block]

Edison International and SCE used the following weighted-average assumptions to determine PBOP expense for continuing operations:

	Years ended December 31,
	2013		2012		2011
Discount rate	4.25	%	4.75	%	5.5	%
Expected long-term return on plan assets	6.7	%	7.0	%	7.0	%
Assumed health care cost trend rates:
Current year	8.5	%	9.5	%	9.75	%
Ultimate rate	5.0	%	5.25	%	5.5	%
Year ultimate rate reached	2020		2019		2019

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rate

A one-percentage-point change in assumed health care cost trend rate would have the following effects on continuing operations:

	Edison International					SCE
(in millions)	One-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 annual aggregate service and interest costs	11		(9		)	11		(9		)

Schedule of Expected Benefit Payments [Table Text Block]

The following benefit payments are expected to be paid:

	Edison International		SCE
(in millions)	Years ended December 31,
2014	$	92	$	92
2015	101		100
2016	107		106
2017	113		113
2018	119		119
2019 – 2023	668		666

Schedule of Changes in Fair Value of Level 3 Investments

The following table sets forth a summary of changes in the fair value of PBOP Level 3 investments:

(in millions)	2013			2012
Fair value, net at beginning of period	$	166		$	130
Actual return on plan assets
Relating to assets still held at end of period	24			20
Relating to assets sold during the period	5			5
Purchases	23			35
Dispositions	(54		)	(24		)
Transfers in and/or out of Level 3	—			—
Fair value, net at end of period	$	164		$	166

Postretirement Benefits Other than Pension Plan Assets by Hierarchy Levels

The following table sets forth the VEBA Trust assets for SCE that were accounted for at fair value as of December 31, 2013 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
Common/collective funds1	$	—	$	863	$	—	$	863
Corporate stocks2	451		—		—		451
Corporate notes and bonds3	—		250		—		250
Partnerships4	—		20		164		184
U.S. government and agency securities5	118		36		—		154
Registered investment companies6	52		5		—		57
Interest bearing cash	19		—		—		19
Other7	7		78		—		85
Total	$	647	$	1,252	$	164	$	2,063
Receivables and payables, net							2
Combined net plan assets available for benefits							$	2,065

The following table sets forth the VEBA Trust assets for SCE that were accounted for at fair value as of December 31, 2012 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
Common/collective funds1	$	—	$	723	$	—	$	723
Corporate stocks2	361		—		—		361
Corporate notes and bonds3	—		210		—		210
Partnerships4	—		17		166		183
U.S. government and agency securities5	131		31		—		162
Registered investment companies6	68		—		—		68
Interest bearing cash	24		—		—		24
Other7	6		104		—		110
Total	$	590	$	1,085	$	166	$	1,841
Receivables and payables, net							(41		)
Combined net plan assets available for benefits							$	1,800

¹  At December 31, 2013 and 2012, respectively, 60% 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% 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% and 6% of this category are invested in a privately managed bond fund and 7% and 6% 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% and 50%) and the MSCI All Country World (ACWI) index (50% and 50%) for 2013 and 2012, respectively.

³  Corporate notes and bonds are diversified and include approximately $29 million and $20 million for commercial collateralized mortgage obligations and other asset backed securities at December 31, 2013 and 2012, respectively.

⁴  At December 31, 2013 and 2012, respectively, 78% and 82% 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 million and $73 million of municipal securities at December 31, 2013 and 2012, respectively.

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Discontinued Operations (Summarized Results of Discontinued Operations) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summarized results of discontinued operations:
Operating revenue	$ 0	$ 1,626	$ 2,180
Loss before income taxes	$ 0	$ (2,235)	$ (1,931)

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Summary of Significant Accounting Policies (Earnings Per Share) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Basic earnings per share - continuing operations:
Income from continuing operations available to common shareholders									$ 879	$ 1,503	$ 1,041
Weighted average common shares outstanding (in shares)									326,000,000	326,000,000	326,000,000
Basic earnings (loss) per share – continuing operations (in dollars per share)	$ 0.81	$ 1.42	$ (0.33)	$ 0.79	$ 2.42	$ 1.09	$ 0.56	$ 0.54	$ 2.70	$ 4.61	$ 3.20
Diluted earnings per share - continuing operations:
Income from continuing operations available to common shareholders									879	1,503	1,041
Income impact of assumed conversions									1	(1)	(1)
Income from continuing operations available to common shareholders and assumed conversions									$ 880	$ 1,502	$ 1,040
Weighted average common shares outstanding (in shares)									326,000,000	326,000,000	326,000,000
Incremental shares from assumed conversions (in shares)									3,000,000	4,000,000	3,000,000
Adjusted weighted average shares - diluted (in shares)									329,000,000	330,000,000	329,000,000
Diluted earnings (loss) per share – continuing operations (in dollars per share)	$ 0.81	$ 1.41	$ (0.33)	$ 0.78	$ 2.39	$ 1.09	$ 0.55	$ 0.54	$ 2.67	$ 4.55	$ 3.17
Stock-Based Compensation Awards
Diluted earnings per share - continuing operations:
Stock-based compensation awards excluded from the computation of diluted earnings per share (in shares)					7,492,552				3,977,894		5,847,094

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Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data

Edison International's quarterly financial data is as follows:

	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, net	36		37		(25		)	12			12
Net income (loss) attributable to common shareholders	915		301		438			(94		)	271
Basic earnings (loss) per share:
Continuing operations	2.70		0.81		1.42			(0.33		)	0.79
Discontinued operations	0.11		0.11		(0.08		)	0.04			0.04
Total	2.81		0.92		1.34			(0.29		)	0.83
Diluted earnings (loss) per share:
Continuing operations	2.67		0.81		1.41			(0.33		)	0.78
Discontinued operations	0.11		0.11		(0.07		)	0.04			0.04
Total	2.78		0.92		1.34			(0.29		)	0.82
Dividends declared per share	1.3675		0.3550		0.3375			0.3375			0.3375
Common stock prices:
High	54.19		49.95		50.34			54.19			51.24
Low	44.26		44.97		44.26			44.86			44.92
Close	46.30		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) related to the permanent retirement of San Onofre Units 2 and 3.

	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 income	2,285			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 operations	4.61			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 operations	4.55			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 share	1.3125			0.3375			0.325			0.325			0.325
Common stock prices:
High	47.96			47.96			46.94			46.55			44.50
Low	39.60			42.57			43.10			41.42			39.60
Close	45.19			45.19			45.69			46.20			42.51

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.

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 stock	900		258		477		(91		)	256
Common dividends declared	486		126		120		120			120

¹  During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

	2012
(in millions)	Total		Fourth		Third		Second		First
Operating revenue	$	11,851	$	3,057	$	3,731	$	2,651	$	2,412
Operating income	2,279		792		659		430		397
Net income1, 2	1,660		858		388		214		201
Net income available for common stock	1,569		833		363		191		182
Common dividends declared	469		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.

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Income Taxes (Source of Income (Loss) Before Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Sources of Income (Loss) Before Income Taxes
Income from continuing operations before income taxes	$ 1,221	$ 1,861	$ 1,668
Discontinued operations before income taxes	0	(2,235)	(1,931)
Income (loss) before income tax	$ 1,221	$ (374)	$ (263)

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Summary of Significant Accounting Policies (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Southern California Edison
Revenue Recognition [Abstract]
Revenue received as agent			$ 1,100,000,000
Sales and Use Taxes [Abstract]
Franchise fees billed to customers	116,000,000	98,000,000	101,000,000
Dividend Restrictions [Abstract]
Weighted-average common equity component authorization, set by CPUC remaining over number of months (in months)	13 months
Period for calculation of weighted average common equity component (months)	13 months
Weighted-average common equity component of total capitalization (as a percent)	49.20%
Capacity to pay additional dividends	247,000,000
Restriction on net assets	$ 11,900,000,000
Edison International
Dividend Restrictions [Abstract]
Minimum percentage of weighted-average common equity component authorization, set by CPUC (as a percent)	48.00%
Electric Utility | Southern California Edison
Summary of Significant Accounting Policies [Line Items]
Supply of electricity, area covered (square mile)	50,000

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Compensation and Benefit Plans (Plan Assets and Benefit Obligation) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended		12 Months Ended		12 Months Ended						12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Southern California Edison	Dec. 31, 2012 Southern California Edison	Dec. 31, 2013 Pension Plans		Dec. 31, 2012 Pension Plans		Aug. 31, 2013 Pension Plans	May 31, 2013 Pension Plans	Dec. 31, 2013 Pension Plans Southern California Edison		Dec. 31, 2012 Pension Plans Southern California Edison		Dec. 31, 2013 Postretirement Benefits Other Than Pensions		Dec. 31, 2012 Postretirement Benefits Other Than Pensions		Dec. 31, 2011 Postretirement Benefits Other Than Pensions	Dec. 31, 2013 Postretirement Benefits Other Than Pensions Southern California Edison		Dec. 31, 2012 Postretirement Benefits Other Than Pensions Southern California Edison		Dec. 31, 2011 Postretirement Benefits Other Than Pensions Southern California Edison
Change in projected benefit obligation
Benefit obligation at beginning of year					$ 4,948		$ 4,493				$ 4,434		$ 4,112		$ 2,460		$ 2,553			$ 2,452		$ 2,415
Service cost					174		179				154		156		49		47		40	48		47		40
Interest cost					182		196				164		176		98		108		115	97		108		114
Liability transferred to Edison International					0		23				0		(92)
Special termination benefits															11		2			11		2
Actuarial (gain) loss	(563)		(558)		(330)		370				(277)		318		(313)		(86)			(312)		(86)
Curtailment					0		26				0		0
Plan participants' contributions															18		16			18		16
Medicare Part D subsidy received															0		4			0		4
Benefits paid					(796)		(253)				(754)		(236)		(103)		(54)			(103)		(54)
Deconsolidation of EME					0	[1]	(34)	[1]			0	[1]	0	[1]	0	[2]	(130)	[2]		0	[2]	0	[2]
Benefit obligation at end of year					4,178		4,948				3,721		4,434		2,220		2,460		2,553	2,211		2,452		2,415
Change in plan assets
Fair value of plan assets at beginning of year					3,542		3,153				3,320		2,971		1,800		1,570			1,800		1,570
Actual return on plan assets					540		460				505		431		317		212			317		212
Employer contributions					191		182				165		154		33		52			33		52
Medicare Part D subsidy received															0		4			0		4
Benefits paid					(796)		(253)				(754)		(236)		(103)		(54)			(103)		(54)
Fair value of plan assets at end of year					3,477		3,542				3,236		3,320		2,065		1,800		1,570	2,065		1,800		1,570
Funded status at end of year	478	1,110	449	1,070	(701)		(1,406)				(485)		(1,114)		(155)		(660)			(146)		(652)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities					(15)		(19)				(5)		(6)		(17)		(18)			(16)		(18)
Long-term liabilities	(1,378)	(2,614)	(951)	(2,245)	(686)		(1,387)				(480)		(1,108)		(138)		(642)			(130)		(634)
Total liabilities					(701)		(1,406)				(485)		(1,114)		(155)		(660)			(146)		(652)
Amounts recognized in accumulated other comprehensive loss consist of:
Net loss					30		127				33		40
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax					0		0				0		0		4		5			0		0
Amounts recognized as a regulatory asset (liability):
Prior service cost (credit)					25		30				25		30		(54)		(89)			(54)		(89)
Net loss					328		999				328		999		69		610			69		610
Total amounts recognized as regulatory asset					353		1,029				353		1,029		15		521			15		521
Total not yet recognized as expense					383		1,156				386		1,069		19		526			15		521
Accumulated benefit obligation at end of year					4,015		4,609				3,599		4,171
Pension plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation					4,178		4,948				3,721		4,434
Accumulated benefit obligation					4,015		4,609				3,599		4,171
Fair value of plan assets					$ 3,477		$ 3,542				$ 3,236		$ 3,320
Weighted-average assumptions used to determine obligations at end of year:
Discount rate					4.75%		3.75%		4.50%	4.25%	4.75%		3.75%		5.00%		4.25%			5.00%		4.25%
Rate of compensation increase					4.00%		4.50%				4.00%		4.50%
Rate assumed for following year															7.75%		8.50%			7.75%		8.50%
Ultimate rate															5.00%		5.00%			5.00%		5.00%
Year ultimate rate reached															2020		2020			2020		2020

[1] The retirement plan liabilities of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for qualified pension plans that Edison International is jointly liable with EME under the Internal Revenue Code. See Note 16 for further information.

[2] 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 (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.

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Commitments and Contingencies (Other Lease Commitments) (Details) (Southern California Edison, Other Operating Leases, USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Southern California Edison | Other Operating Leases
Schedule Of Commitments And Contingencies [Line Items]
2014	$ 76
2015	65
2016	52
2017	36
2018	30
Thereafter	194
Total future commitments	$ 453

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Summarized Financial Information for Discontinued Operations

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		)

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Cash Equivalents

The cash equivalents were as follows:

	Edison International				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Money market funds	$	68	$	107	$	8	$	5

Cash is temporarily invested until required for check clearing from the primary disbursement accounts. 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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Cash reclassified to accounts payable	$	168	$	247	$	163	$	242

Estimated Useful Lives (Authorized by the CPUC) and Weighted-Average Useful Lives of Property, Plant and Equipment

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 plant	12 years to 60 years	38 years
Distribution plant	20 years to 60 years	40 years
Transmission plant	40 years to 65 years	46 years
General plant and other	5 years to 60 years	23 years

Reconciliation of the Changes in ARO Liability

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
Revisions	455			12
Liabilities settled	(1		)	(1		)
Ending balance	$	3,418		$	2,782

Amortization of deferred financing costs

Amortization of deferred financing costs charged to interest expense is as follows:

	Edison International						SCE
	December 31,
(in millions)	2013		2012		2011		2013		2012		2011
Amortization of deferred financing costs charged to interest expense	$	47	$	30	$	34	$	46	$	29	$	33

EPS Attributable to Edison International Common Shareholders

EPS attributable to Edison International common shareholders was computed as follows:

	Years ended December 31,
(in millions)	2013		2012			2011
Basic earnings per share – continuing operations:
Income from continuing operations available to common shareholders	$	879	$	1,503		$	1,041
Weighted average common shares outstanding	326		326			326
Basic earnings per share – continuing operations	$	2.70	$	4.61		$	3.20
Diluted earnings per share – continuing operations:
Income from continuing operations available to common shareholders	$	879	$	1,503		$	1,041
Income impact of assumed conversions	1		(1		)	(1		)
Income from continuing operations available to common shareholders and assumed conversions	$	880	$	1,502		$	1,040
Weighted average common shares outstanding	326		326			326
Incremental shares from assumed conversions	3		4			3
Adjusted weighted average shares – diluted	329		330			329
Diluted earnings per share – continuing operations	$	2.67	$	4.55		$	3.17

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Compensation and Benefit Plans (Expense Components) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 49		$ 47		$ 40
Interest cost	98		108		115
Expected return on plan assets	(114)		(108)		(111)
Special termination benefits1	11		2		0
Amortization of prior service cost	(36)		(35)		(35)
Amortization of net loss2	24		39		26
Expense under accounting standards	32		53		35
Pension Plans
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	174		179
Interest cost	182		196
Southern California Edison | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	48		47		40
Interest cost	97		108		114
Expected return on plan assets	(114)		(109)		(111)
Special termination benefits1	11		2		0
Amortization of prior service cost	(35)		(35)		(35)
Amortization of net loss2	24		39		26
Expense under accounting standards	31		52		34
Southern California Edison | Pension Plans
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	154		156
Interest cost	164		176
Continuing Operations [Member] | Pension Plans
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	162		163		149
Interest cost	170		183		196
Expected return on plan assets	(222)		(217)		(226)
Settlement costs1	87	[1]	5	[1]	0	[1]
Amortization of prior service cost	5		3		7
Amortization of net loss2	39	[2]	61	[2]	25	[2]
Expense under accounting standards	241		198		151
Regulatory adjustment (deferred)	(53)		(19)		(28)
Total expense recognized	188		179		123
Continuing Operations [Member] | Southern California Edison | Pension Plans
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	159		160		145
Interest cost	167		180		192
Expected return on plan assets	(222)		(217)		(225)
Settlement costs1	85	[1]	4	[1]	0	[1]
Amortization of prior service cost	5		3		7
Amortization of net loss2	35	[2]	57	[2]	22	[2]
Expense under accounting standards	229		187		141
Regulatory adjustment (deferred)	(53)		(19)		(28)
Total expense recognized	$ 176		$ 168		$ 113

[1] Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International was $2 million for the year ended December 31, 2013.

[2] Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $11 million and $7 million for the year ended December 31, 2013, respectively.

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	$ 126.1		$ 79.6		$ 89.9
Charged to Costs and Expenses	55.3		93.2		50.2
Charged to Other Accounts	0		0		0
Deductions	111.4	[1]	46.7	[1]	60.5	[1]
Balance at End of Period	70.0		126.1		79.6
Deferred tax assets, loss and credit carryforwards	2,228		1,515
Allowance For Uncollectible Accounts From Customers
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	46.6		42.0		36.1
Charged to Costs and Expenses	36.0		34.6		31.0
Charged to Other Accounts	0		0		0
Deductions	30.4		30.0		25.1
Balance at End of Period	52.2		46.6		42.0
Allowance For Uncollectible Accounts From Others
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	79.5		37.6		53.8
Charged to Costs and Expenses	19.3		58.6		19.2
Charged to Other Accounts	0		0		0
Deductions	81.0		16.7		35.4	[2]
Balance at End of Period	17.8		79.5		37.6
Tax Valuation Allowance
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	1,016.5	[3]	0
Charged to Costs and Expenses	363.5		1,016.5
Charged to Other Accounts	0	[3]	0	[3]
Deductions	0		0	[1]
Balance at End of Period	1,380.0		1,016.5	[3]
Southern California Edison
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	74.9		75.0		85.5
Charged to Costs and Expenses	55.3		46.6		49.9
Charged to Other Accounts	0		0		0
Deductions	64.7	[1]	46.7	[1]	60.4	[1]
Balance at End of Period	65.5		74.9		75.0
Deferred tax assets, loss and credit carryforwards	427		125
Southern California Edison | Allowance For Uncollectible Accounts From Customers
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	46.6		42.0		36.1
Charged to Costs and Expenses	36.0		34.6		31.0
Charged to Other Accounts	0		0		0
Deductions	30.4		30.0		25.1
Balance at End of Period	52.2		46.6		42.0
Southern California Edison | Allowance For Uncollectible Accounts From Others
Movement in Valuation and Qualifying Accounts
Balance at Beginning of Period	28.3		33.0		49.4
Charged to Costs and Expenses	19.3		12.0		18.9
Charged to Other Accounts	0		0		0
Deductions	34.3		16.7		35.3
Balance at End of Period	13.3		28.3		33.0
Write-off on termination of agreement			$ 23

[1] Accounts written off, net.

[2] In 2010, SCE recorded a $23 million reserve against an uncollectible receivable related to contract termination negotiations, which was written off during 2011.

[3] 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.

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Income Taxes (Tax Rate Reconciliation) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Effective Tax Rate
Income from continuing operations before income taxes	$ 1,221		$ 1,861		$ 1,668
Provision for income tax at federal statutory rate of 35%	427		652		584
Repair deductions	0	[1]	(231)	[1]	0	[1]
State tax, net of federal benefit	18		108		85
Property-related	(192)	[2]	(223)	[2]	(46)	[2]
Accumulated deferred income tax adjustments	0		(41)		(30)
Change related to uncertain tax positions	14		40		0
Other	(25)		(38)		(25)
Total income tax expense from continuing operations	242		267		568
Effective tax rate	19.80%		14.30%		34.10%
Earnings benefit from change in prior year tax deductions	231
Southern California Edison
Effective Tax Rate
Income from continuing operations before income taxes	1,279		1,874		1,745
Provision for income tax at federal statutory rate of 35%	448		656		611
Repair deductions	0	[1]	(231)	[1]	0	[1]
State tax, net of federal benefit	34		54		80
Property-related	(192)	[2]	(223)	[2]	(46)	[2]
Accumulated deferred income tax adjustments	0		(41)		(30)
Change related to uncertain tax positions	14		36		(3)
Other	(25)		(37)		(11)
Total income tax expense from continuing operations	$ 279		$ 214		$ 601
Effective tax rate	21.80%		11.40%		34.40%

[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. See discussion of repair deductions below.

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Compensation and Benefit Plans (Stock Option Activity) (Details) (Employee Stock Option, USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Weighted Average Exercise Price [Roll Forward]
Beginning balance, weighted average exercise price (dollars per share)	$ 37.96
Granted, weighted average exercise price (dollars per share)	$ 48.46
Expired, weighted average exercise price (dollars per share)	$ 49.69
Forfeited, weighted average exercise price (dollars per share)	$ 42.55
Exercised, weighted average exercise price (dollars per share)	$ 34.54
Ending balance, weighted average exercise price (dollars per share)	$ 40.22
Vested and expected to vest, weighted average exercise price (dollars per share)	$ 40.13
Exercisable, weighted average exercise price (dollars per share)	$ 38.26
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (number of options)	19,231,723
Grants (number of options)	2,778,766
Expired (number of options)	(158,107)
Forfeited (number of options)	(540,782)
Exercised (number of options)	(4,084,755)
Ending balance (number of options)	17,226,845
Vested and expected to vest (number of options)	16,715,413
Exercisable (number of options)	10,118,484
Weighted Average Remaining Contractual Term Years [Abstract]
Outstanding balance, weighted average remaining contractual term (years)	5 years 9 months 10 days
Vested and expected to vest, weighted average remaining contractual term (years)	5 years 8 months 15 days
Exercisable, weighted average remaining contractual term (years)	4 years 2 months 26 days
Aggregate Intrinsic Value [Abstract]
Vested and expected to vest, aggregate intrinsic value	$ 115
Exercisable, aggregate intrinsic value	88
Southern California Edison
Weighted Average Exercise Price [Roll Forward]
Beginning balance, weighted average exercise price (dollars per share)	$ 37.73
Granted, weighted average exercise price (dollars per share)	$ 48.48
Expired, weighted average exercise price (dollars per share)	$ 49.63
Forfeited, weighted average exercise price (dollars per share)	$ 43.47
Exercised, weighted average exercise price (dollars per share)	$ 34.94
Transfers, net, weighted average exercise price (dollars per share)	$ 36.67
Ending balance, weighted average exercise price (dollars per share)	$ 40.28
Vested and expected to vest, weighted average exercise price (dollars per share)	$ 40.17
Exercisable, weighted average exercise price (dollars per share)	$ 37.96
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (number of options)	10,308,461
Grants (number of options)	1,792,688
Expired (number of options)	(97,000)
Forfeited (number of options)	(402,548)
Exercised (number of options)	(2,643,487)
Transfers, net (number of options)	87,884
Ending balance (number of options)	9,045,998
Vested and expected to vest (number of options)	8,737,930
Exercisable (number of options)	5,080,978
Weighted Average Remaining Contractual Term Years [Abstract]
Outstanding balance, weighted average remaining contractual term (years)	5 years 11 months 1 day
Vested and expected to vest, weighted average remaining contractual term (years)	5 years 10 months 2 days
Exercisable, weighted average remaining contractual term (years)	4 years 3 months 14 days
Aggregate Intrinsic Value [Abstract]
Vested and expected to vest, aggregate intrinsic value	60
Exercisable, aggregate intrinsic value	$ 46

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Property, Plant and Equipment (Textual) (Details) (Southern California Edison, USD $)	12 Months Ended					1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Minimum Capitalized Software Costs	Dec. 31, 2013 Maximum Capitalized Software Costs	Dec. 31, 2013 Four Corners Unit 4 And 5 (coal)	Dec. 31, 2013 Four Corners Unit 4 And 5 (coal)
Property, Plant and Equipment [Line Items]
Estimated Useful Lives				5 years	15 years
Capitalized software costs	$ 1,600,000,000	$ 1,500,000,000
Capitalized software, accumulated amortization	839,000,000	651,000,000
Capitalized software, amortization expense	251,000,000	217,000,000	156,000,000
Capitalized software, estimated amortization expense 2014 through 2018	255,000,000
Sale price of investment in facility						181,000,000
Gain on sale of investment in facility							$ 166,000,000

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Preferred and Preference Stock of Utility (Textual) (Details) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Preferred Stock and Preference Stock
Preferred and Preference Stock of Utility
Dividends payable	$ 30	$ 24	$ 11
Southern California Edison | Cumulative Preferred Stock 100 Dollars Par Value [Member]
Preferred and Preference Stock of Utility
Preferred Stock, Par or Stated Value Per Share	$ 100
Preferred Stock, Shares Authorized	12,000,000
Southern California Edison | Preferred Stock and Preference Stock
Preferred and Preference Stock of Utility
Dividends payable	$ 30	$ 24	$ 11
Southern California Edison | Cumulative preferred stock 25 dollars par value
Preferred and Preference Stock of Utility
Preferred Stock, Par or Stated Value Per Share	$ 25
Preferred Stock, Shares Authorized	24,000,000
Southern California Edison | Preference stock, no par value
Preferred and Preference Stock of Utility
Preferred Stock, Shares Authorized	50,000,000

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Income Taxes (Textual) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Line Items]
Tax credit carryforwards	$ 399
Operating loss carryforwards	1,900
Deferred tax assets, loss and credit carryforwards	2,228	1,515
Earnings benefit from change in prior year tax deductions	231
Unrecognized tax benefits that would impact the effective tax rate	653	622
Federal statutory income tax rate (percent)	35.00%	35.00%	35.00%
Tax Credit Carryforward, expire between 2029 - 2033
Income Tax Disclosure [Line Items]
Tax credit carryforwards	376
Net Operating Loss, expire between 2015 - 2025
Income Tax Disclosure [Line Items]
Operating loss carryforwards	36
Southern California Edison
Income Tax Disclosure [Line Items]
Tax credit carryforwards	55
Operating loss carryforwards	371
Deferred tax assets, loss and credit carryforwards	427	125
Unrecognized tax benefits that would impact the effective tax rate	374	388
Southern California Edison | Tax Credit Carryforward, expire between 2030 - 2033
Income Tax Disclosure [Line Items]
Tax credit carryforwards	41
Southern California Edison | Net Operating Loss, expire between 2015 -2017
Income Tax Disclosure [Line Items]
Operating loss carryforwards	18
Edison Mission Energy
Income Tax Disclosure [Line Items]
Deferred tax assets, loss and credit carryforwards	1,600
Deferred Tax Assets No Longer Available Due to Deconsolidation	220
Tax basis in stock	544
Tax Years 2003 to 2006 [Member] | Proposed Adjustment to Taxable Gain [Member] | Southern California Edison | IRS Examination
Income Tax Disclosure [Line Items]
Estimated potential future federal tax payment as of the balance sheet date, including interest and penalties, based on a proposed adjustment	206
Tax Years 2003 to 2006 [Member] | Disallowance of Repair Allowance Deduction [Member] | Southern California Edison | IRS Examination
Income Tax Disclosure [Line Items]
Estimated potential future federal tax payment as of the balance sheet date, including interest and penalties, based on a proposed adjustment	100
Tax Years 2007 to 2009 [Member] | Disallowance of Repair Allowance Deduction [Member] | Southern California Edison | IRS Examination
Income Tax Disclosure [Line Items]
Estimated potential future federal tax payment as of the balance sheet date, including interest and penalties, based on a proposed adjustment	$ 74

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Compensation and Benefit Plans (Pension and Postretirement Benefits Textual) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Aug. 31, 2013	May 31, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Retirement liabilities for EME employees	$ 1,378	$ 2,614
Net gain (loss) recognized on other comprehensive income	2
Amortization of prior service credit	11
Defined Benefit Plan, Actuarial Gain (Loss)	563
Funded status at end of year	478	1,110
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Percentage of premium included in estimated rate of return of equity securities	5.00%
Percentage of premium included in estimated rate of return of public equity and hedge funds	2.00%
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Amount to be Amortized from Accumulated Other Comprehensive Income (Loss) Next Fiscal Year	6
Estimated future employer contributions in 2014	200
Retirement liabilities for EME employees	686	1,387
Amortization of prior service credit	5
Defined Benefit Plan, Actuarial Gain (Loss)	330	(370)
Discount rate	4.75%	3.75%	4.50%	4.25%
Funded status at end of year	(701)	(1,406)
Unrecognized net loss to be amortized	(5)
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation percentage of US equity securities		30.00%
Defined Benefit Plan, Target Allocation Percentage of Assets Non US Equity Securities		16.00%
Target asset allocation		35.00%
Permissible Range of Asset Class Portfolio Weights	3.00%
Asset allocations of publicly traded equity investments	67.00%	66.00%
Defined Benefit Plan, Target Allocation, Percentage of Assets Alternative Investment		15.00%
Defined Benefit Plan, Target Allocation, Percentage of Assets Other Investments		4.00%
Postretirement Benefits Other Than Pensions
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Estimated future employer contributions in 2014	14
Retirement liabilities for EME employees	138	642
Amortization of prior service credit	(36)
Defined Benefit Plan, Actuarial Gain (Loss)	313	86
Discount rate	5.00%	4.25%
Funded status at end of year	(155)	(660)
Retirement eligibility age	55 years
Minimum service period for eligibility	10 years
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Effect of one percentage point increase on accumulated benefit obligation	229
Effect of one percentage point decrease on accumulated benefit obligation	(191)
Effect of one percentage point increase on aggregate service and interest costs	11
Effect of one percentage point decrease on aggregate service and interest costs	(9)
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation percentage of US equity securities		41.00%
Defined Benefit Plan, Target Allocation Percentage of Assets Non US Equity Securities		17.00%
Target asset allocation		34.00%
Asset allocations of publicly traded equity investments	65.00%	66.00%
Defined Benefit Plan, Target Allocation, Percentage of Assets Alternative Investment		7.00%
Defined Benefit Plan, Target Allocation, Percentage of Assets Other Investments		1.00%
Edison Mission Energy
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Retirement liabilities for EME employees	35	80
Southern California Edison
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Retirement liabilities for EME employees	951	2,245
Amortization of prior service credit	7
Defined Benefit Plan, Actuarial Gain (Loss)	558
Funded status at end of year	449	1,070
Southern California Edison | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Amount to be Amortized from Accumulated Other Comprehensive Income (Loss) Next Fiscal Year	4
Estimated future employer contributions in 2014	173
Retirement liabilities for EME employees	480	1,108
Amortization of prior service credit	5
Defined Benefit Plan, Actuarial Gain (Loss)	277	(318)
Discount rate	4.75%	3.75%
Funded status at end of year	(485)	(1,114)
Unrecognized net loss to be amortized	(2)
Southern California Edison | Postretirement Benefits Other Than Pensions
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Retirement liabilities for EME employees	130	634
Amortization of prior service credit	(36)
Defined Benefit Plan, Actuarial Gain (Loss)	312	86
Discount rate	5.00%	4.25%
Funded status at end of year	(146)	(652)
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Effect of one percentage point increase on accumulated benefit obligation	228
Effect of one percentage point decrease on accumulated benefit obligation	(190)
Effect of one percentage point increase on aggregate service and interest costs	11
Effect of one percentage point decrease on aggregate service and interest costs	$ (9)
US Equities [Member] | Pension Plans
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	30.00%
US Equities [Member] | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	41.00%
Non-US Equities [Member] | Pension Plans
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	16.00%
Non-US Equities [Member] | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	17.00%
Fixed Income Securities [Member] | Pension Plans
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	35.00%
Fixed Income Securities [Member] | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	34.00%
Opportunistic Alternative Investments [Member] | Pension Plans
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	15.00%
Opportunistic Alternative Investments [Member] | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	7.00%
Other Investments [Member] | Pension Plans
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	4.00%
Other Investments [Member] | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Target asset allocation	1.00%

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Compensation and Benefit Plans (Weighted Average Assumptions) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Postretirement Benefits Other Than Pensions
Assumed health care cost trend rates:
Ultimate rate	5.00%	5.00%
Year ultimate rate reached	2020	2020
Pension Plans
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.13%	4.50%	5.25%
Rate of compensation increase	4.50%	4.50%	5.00%
Expected long-term return on plan assets	7.00%	7.50%	7.50%
Continuing Operations [Member] | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.25%	4.75%	5.50%
Expected long-term return on plan assets	6.70%	7.00%	7.00%
Assumed health care cost trend rates:
Current year	8.50%	9.50%	9.75%
Ultimate rate	5.00%	5.25%	5.50%
Year ultimate rate reached	2020	2019	2019

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Compensation and Benefit Plans (Expense and Tax Benefits of Stock Based Compensation) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 27		$ 35		$ 30
Income tax benefits related to stock compensation expense	11		14		12
Excess tax benefits (expense)	5	[1]	(6)	[1]	12	[1]
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	15	[2]	18	[2]	14	[2]
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	4	[2]	7	[2]	5	[2]
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	7	[2]	9	[2]	6	[2]
Other Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1	[2]	1	[2]	5	[2]
Southern California Edison
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	17		19		20
Income tax benefits related to stock compensation expense	7		8		8
Excess tax benefits (expense)	2	[1]	(13)	[1]	11	[1]
Southern California Edison | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	11	[2]	10	[2]	9	[2]
Southern California Edison | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2	[2]	4	[2]	3	[2]
Southern California Edison | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	4	[2]	5	[2]	4	[2]
Southern California Edison | Other Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 0	[2]	$ 0	[2]	$ 4	[2]

[1] 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 "Operation and maintenance" on Edison International's and SCE's consolidated statements of income.

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Compensation and Benefit Plans (Employee Savings Plan) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Contribution Plans [Line Items]
Employer contributions	$ 76	$ 85	$ 84
Southern California Edison
Defined Contribution Plans [Line Items]
Employer contributions	$ 76	$ 84	$ 83

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Income Taxes (Components of Income Tax Expense (Benefit) by Location) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
Federal	$ (97)	$ 0	$ (279)
State	(9)	0	80
Total Current Income Tax Expense (Benefit)	(106)	0	(199)
Deferred:
Federal	317	132	727
State	31	135	40
Total Deferred Income Tax Expense (Benefit)	348	267	767
Total income tax expense from continuing operations	242	267	568
Discontinued operations	(36)	(549)	(853)
Total	206	(282)	(285)
Southern California Edison
Current:
Federal	(119)	0	(275)
State	(19)	50	91
Total Current Income Tax Expense (Benefit)	(138)	50	(184)
Deferred:
Federal	345	136	757
State	72	28	28
Total Deferred Income Tax Expense (Benefit)	417	164	785
Total income tax expense from continuing operations	279	214	601
Discontinued operations	0	0	0
Total	$ 279	$ 214	$ 601

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Interest and Other Income and Expenses

12 Months Ended

Dec. 31, 2013

Other Income and Expenses [Abstract]

Other Income and Expenses

Interest and Other Income and Other Expenses

Interest and other income and other expenses are as follows:

	Years ended December 31,
(in millions)	2013		2012		2011
SCE interest and other income:
Equity allowance for funds used during construction	$	72	$	96	$	96
Increase in cash surrender value of life insurance policies	30		27		26
Interest income	10		7		5
Other	10		14		13
Total SCE interest and other income	122		144		140
Edison International Parent and Other income	2		5		7
Total Edison International interest and other income	$	124	$	149	$	147
SCE other expenses:
Civic, political and related activities and donations	$	37	$	32	$	30
Penalties	20		—		—
Other	17		18		25
Total SCE other expenses	74		50		55
Edison International Parent and Other other expenses	—		2		—
Total Edison International other expenses	$	74	$	52	$	55

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Summary of Significant Accounting Policies (Inventory) (Details) (Southern California Edison, USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Southern California Edison
Summary of Significant Accounting Policies [Line Items]
Reclassification of Inventory	$ 100

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Schedule Of Commitments And Contingencies [Line Items]

Summary of power purchase agreements treated as operating and capital leases

The amount of this discount is shown in the table below as the amount representing interest.

(in millions)	Operating Leases		Capital Leases
2014	$	1,273	$	33
2015	1,345		33
2016	1,271		33
2017	1,379		33
2018	1,272		33
Thereafter	17,616		356
Total future commitments	$	24,156	$	521
Amount representing executory costs			(118		)
Amount representing interest			(194		)
Net commitments			$	209

Summary of estimated minimum future commitments for noncancelable power plant facilities and other operating leases

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
2014	$	76
2015	65
2016	52
2017	36
2018	30
Thereafter	194
Total future commitments	$	453

Southern California Edison

Schedule Of Commitments And Contingencies [Line Items]

Summary of undiscounted future expected payments for power purchase agreements that have been approved by the CPUC and have completed major milestones for construction

At December 31, 2013, 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
2014	$	796	$	312	$	1,033
2015	881		303		900
2016	936		245		701
2017	1,070		213		693
2018	1,091		170		571
Thereafter	17,806		186		1,992
Total future commitments	$	22,580	$	1,429	$	5,890

Summary of certain future other commitments

The following summarizes the estimated minimum future commitments for SCE's other commitments:

(in millions)	2014		2015		2016		2017		2018		Thereafter		Total
Other contractual obligations	$	123	$	105	$	85	$	66	$	160	$	612	$	1,151

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Income Taxes (Interest and Penalties Related to Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Line Items]
Accrued interest and penalties	$ 406	$ 278
Net after-tax interest and penalties tax benefit (expense)	(3)	(10)	(8)
Southern California Edison
Income Tax Disclosure [Line Items]
Accrued interest and penalties	88	87
Net after-tax interest and penalties tax benefit (expense)	$ 2	$ (11)	$ (8)

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Other Investments (Amortized Cost and Fair Value of Nuclear Decommissioning Trusts) (Details) (USD $) In Millions, unless otherwise specified							12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Southern California Edison	Dec. 31, 2012 Southern California Edison	Dec. 31, 2011 Southern California Edison	Dec. 31, 2010 Southern California Edison	Dec. 31, 2013 Southern California Edison Stocks	Dec. 31, 2012 Southern California Edison Stocks	Dec. 31, 2013 Southern California Edison Municipal bonds	Dec. 31, 2012 Southern California Edison Municipal bonds	Dec. 31, 2013 Southern California Edison U.S. government and agency securities	Dec. 31, 2012 Southern California Edison U.S. government and agency securities	Dec. 31, 2013 Southern California Edison Corporate bonds	Dec. 31, 2012 Southern California Edison Corporate bonds	Dec. 31, 2013 Southern California Edison Short-term investments and receivables/payables	Dec. 31, 2012 Southern California Edison Short-term investments and receivables/payables
Nuclear Decommissioning Trusts Disclosures
Longest Maturity Dates (in years)							0		2051		2044		2054		One-year
Amortized Cost			$ 2,770	$ 2,483			$ 656	$ 978	$ 675	$ 518	$ 902	$ 547	$ 208	$ 324	$ 329	$ 116
Fair Value	$ 4,494	$ 4,048	$ 4,494	$ 4,048	$ 3,592	$ 3,480	$ 2,208	$ 2,271	$ 756	$ 644	$ 947	$ 603	$ 241	$ 410	$ 342	$ 120

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Derivative Instruments and Hedging Activities (Tables) (Southern California Edison)

12 Months Ended

Dec. 31, 2013

Southern California Edison

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	December 31, 2013
	Derivative Assets								Derivative Liabilities
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	141		$	251	$	392		$	178		$	1,045		$	1,223		$	831
Gross amounts offset in consolidated balance sheets	(19		)	—		(19		)	(19		)	—			(19		)	—
Cash collateral posted1	—			—		—			(7		)	(3		)	(10		)	(10		)
Net amounts presented in the consolidated balance sheets	$	122		$	251	$	373		$	152		$	1,042		$	1,194		$	821

	December 31, 2012
	Derivative Assets									Derivative Liabilities
(in millions)	Short-Term			Long-Term			Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	151		$	91		$	242		$	186		$	954		$	1,140		$	898
Gross amounts offset in consolidated balance sheets	(22		)	(6		)	(28		)	(22		)	(6		)	(28		)	—
Cash collateral posted1	—			—			—			(38		)	(9		)	(47		)	(47		)
Net amounts presented in the consolidated balance sheets	$	129		$	85		$	214		$	126		$	939		$	1,065		$	851

¹  In addition, at December 31, 2013 and 2012, SCE had posted $19 million and $8 million, respectively, of collateral that is not offset against derivative liabilities and is reflected in "Other current assets" on the consolidated balance sheets.

Derivative Instruments, Gain (Loss) [Table Text Block]

The following table summarizes the components of SCE's economic hedging activity:

	Years ended December 31,
(in millions)	2013			2012			2011
Realized losses	$	(56	)	$	(227	)	$	(165	)
Unrealized gains (losses)	93			125			(768		)

Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:

		Economic Hedges
	Unit of	December 31,
Commodity	Measure	2013	2012
Electricity options, swaps and forwards	GWh	6,274	15,884
Natural gas options, swaps and forwards	Bcf	12	100
Congestion revenue rights	GWh	149,234	149,774
Tolling arrangements	GWh	87,991	101,485

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Summary of Significant Accounting Policies (Property, Plant and Equipment) (Details) (USD $)	12 Months Ended			3 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2013 San Onofre [Member]	Dec. 31, 2013 San Onofre [Member]	Dec. 31, 2013 Southern California Edison	Dec. 31, 2012 Southern California Edison	Dec. 31, 2011 Southern California Edison	Dec. 31, 2013 Southern California Edison Generation plant	Dec. 31, 2013 Southern California Edison Distribution plant	Dec. 31, 2013 Southern California Edison Transmission plant	Dec. 31, 2013 Southern California Edison General plant and other	Dec. 31, 2013 Southern California Edison Minimum Generation plant	Dec. 31, 2013 Southern California Edison Minimum Distribution plant	Dec. 31, 2013 Southern California Edison Minimum Transmission plant	Dec. 31, 2013 Southern California Edison Minimum General plant and other	Dec. 31, 2013 Southern California Edison Maximum Generation plant	Dec. 31, 2013 Southern California Edison Maximum Distribution plant	Dec. 31, 2013 Southern California Edison Maximum Transmission plant	Dec. 31, 2013 Southern California Edison Maximum General plant and other
Property, Plant and Equipment [Line Items]
Estimated Useful Lives													12 years	20 years	40 years	5 years	60 years	60 years	65 years	60 years
Weighted-Average Useful Lives									38 years	40 years	46 years	23 years
Depreciation expense of utility property, plant and equipment	$ 1,310,000,000	$ 1,260,000,000	$ 1,160,000,000
Depreciation expense stated as a percent of average original cost of depreciable utility plant (percent)						4.20%	4.30%	4.30%
Allowance for funds used during construction equity						72,000,000	96,000,000	96,000,000
Allowance for funds used during construction debt						33,000,000	40,000,000	42,000,000
Asset Retirement Obligation, Roll Forward
Beginning balance	2,782,000,000				2,680,000,000	2,782,000,000	2,610,000,000
Accretion						182,000,000	161,000,000
Revisions				455,000,000		455,000,000	12,000,000
Liabilities settled						(1,000,000)	(1,000,000)
Ending balance	$ 3,418,000,000	$ 2,782,000,000			$ 2,680,000,000	$ 3,418,000,000	$ 2,782,000,000	$ 2,610,000,000

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Derivative Instruments and Hedging Activities (Notional Values) (Details) (Southern California Edison, Electric Utility, Economic hedges)	Dec. 31, 2013 GWh	Dec. 31, 2012 GWh
Electricity options, swaps and forwards (GWh)
Derivatives
Notional volumes of derivative instruments	6,274	15,884
Natural gas options, swaps and forwards (Bcf)
Derivatives
Notional volumes of derivative instruments	12	100
Congestion revenue rights (GWh)
Derivatives
Notional volumes of derivative instruments	149,234	149,774
Tolling arrangements (GWh)
Derivatives
Notional volumes of derivative instruments	87,991	101,485

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Interest and Other Income and Expenses (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other income:
Total consolidated other income	$ 124	$ 149	$ 147
Other expenses:
Total consolidated other expenses	74	52	55
Southern California Edison
Other income:
Equity allowance for funds used during construction	72	96	96
Increase in cash surrender value of life insurance policies	30	27	26
Interest income	10	7	5
Other	10	14	13
Total other income	122	144	140
Total consolidated other income	122	144	140
Other expenses:
Civic, political and related activities and donations	37	32	30
Penalties	20	0	0
Other	17	18	25
Total SCE other expenses	74	50	55
Total consolidated other expenses	74	50	55
Total penalties assessed	37
Penalties allocated to remediation and pole studies	17
Edison International
Other income:
Other income	2	5	7
Other expenses:
Other expenses	$ 0	$ 2	$ 0

XML

Fair Value Measurements (Quantitative Information About Level 3 Fair Value Measurements) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
CRRs | Market Simulation Model
Quantitative Information About Level 3 Measurements [Line Items]
Fair Value, Assets	$ 366,000,000	$ 186,000,000
Fair Value, Liabilities	0	0
Tolling | Option Model
Quantitative Information About Level 3 Measurements [Line Items]
Fair Value, Assets	5,000,000	4,000,000
Fair Value, Liabilities	1,175,000,000	1,005,000,000
Level 3 | CRRs | Market Simulation Model | Gas Prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Expected prices (in dollars per unit)	3.50	2.95
Level 3 | CRRs | Market Simulation Model | Gas Prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Expected prices (in dollars per unit)	7.10	7.78
Level 3 | CRRs | Market Simulation Model | Load Forecast | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, power units (in megawatts)	7,603	7,597
Level 3 | CRRs | Market Simulation Model | Load Forecast | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, power units (in megawatts)	24,896	26,612
Level 3 | CRRs | Market Simulation Model | Congestion Prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Expected prices (in dollars per unit)	(9.86)	(13.90)
Level 3 | CRRs | Market Simulation Model | Congestion Prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Expected prices (in dollars per unit)	108.56	226.75
Level 3 | Tolling | Option Model | Gas Prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate (as a percent)	16.00%	17.00%
Level 3 | Tolling | Option Model | Gas Prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate (as a percent)	35.00%	36.00%
Level 3 | Tolling | Option Model | Gas Prices | Weighted Average
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate (as a percent)	21.00%	22.00%
Level 3 | Tolling | Option Model | Power Prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate (as a percent)	25.00%	26.00%
Expected prices (in dollars per unit)	38.00	35.00
Level 3 | Tolling | Option Model | Power Prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate (as a percent)	45.00%	64.00%
Expected prices (in dollars per unit)	63.90	84.10
Level 3 | Tolling | Option Model | Power Prices | Weighted Average
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate (as a percent)	30.00%	29.00%
Expected prices (in dollars per unit)	$ 47.40	$ 55.40

XML

Supplemental Cash Flows Information (Tables)

12 Months Ended

Dec. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flows Information

Supplemental cash flows information is:

	Edison International								SCE
	Years ended December 31,
(in millions)	2013		2012			2011			2013		2012			2011
Cash payments (receipts) for interest and taxes:
Interest, net of amounts capitalized	$	477	$	452		$	423		$	462	$	437		$	408
Tax payments (refunds), net	28		(165		)	(119		)	28		(279		)	(86		)
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		$	—	$	—		$	—
Preferred and preference stock	30		24			11			30		24			11

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Consolidated Statements of Changes in Equity (USD $) In Millions, unless otherwise specified		Total	Southern California Edison		Common Stock	Common Stock Southern California Edison	Additional Paid-in Capital Southern California Edison	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Southern California Edison	Retained Earnings	Retained Earnings Southern California Edison	Subtotal	Other Noncontrolling Interests	Preferred Stock and Preference Stock	Preferred Stock and Preference Stock Southern California Edison
Balance, at the beginning of the period at Dec. 31, 2010		$ 11,494	$ 9,207		$ 2,331	$ 2,168	$ 572	$ (76)	$ (25)	$ 8,328	$ 5,572	$ 10,583	$ 4	$ 907	$ 920
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		22	1,144		0	0	0	0	0	(37)	1,144	(37)	0	59	0
Other comprehensive income (loss)		(63)	1		0	0	0	(63)	1	0	0	(63)	0	0	0
Common stock dividends declared		(419)	(461)		0	0	0	0	0	(419)	(461)	(419)	0	0	0
Dividends declared on preferred and preference stock			(59)			0	0		0		(59)				0
Dividends, distributions to noncontrolling interests and other		(61)			0			0		0		0	(2)	(59)
Stock-based compensation and other		(20)	(10)		14	0	11	0	0	(34)	(21)	(20)	0	0	0
Noncash stock-based compensation and other		25	13		30	0	15	0	0	(4)	(2)	26	0	(1)	0
Purchase of noncontrolling interest		(15)			(15)			0		0		(15)	0	0
Issuance of preference stock		123	123		0	0	(2)	0	0	0		0	0	123	125
Balance, at the end of the period at Dec. 31, 2011		11,086	9,958		2,360	2,168	596	(139)	(24)	7,834	6,173	10,055	2	1,029	1,045
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	[1],[2]		201
Balance, at the end of the period at Mar. 31, 2012
Balance, at the beginning of the period at Dec. 31, 2011		11,086	9,958		2,360	2,168	596	(139)	(24)	7,834	6,173	10,055	2	1,029	1,045
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(92)	1,660	[1],[2]	0	0	0	0		(183)	1,660	(183)	0	91
Other comprehensive income (loss)		52	(5)		0	0		52	(5)	0	0	52	0	0	0
Transfer of assets to Capistrano Wind Partners		(21)			(21)			0		0		(21)	0	0
Common stock dividends declared		(428)	(469)		0	0	0	0	0	(428)	(469)	(428)	0	0	0
Dividends declared on preferred and preference stock			(91)			0	0		0		(91)				0
Dividends, distributions to noncontrolling interests and other		(93)			0			0		0		0	(2)	(91)
Stock-based compensation and other		(80)	(57)		(3)	0	(13)	0	0	(77)	(44)	(80)	0	0	0
Noncash stock-based compensation and other		38	18		37	0	18	0	0	1	0	38	0	0	0
Issuance of preference stock		804	804		0	0	(21)	0	0	0	0	0	0	804	825
Redemption of preference stock		(75)	(75)		0	0	1	0	0	(1)	(1)	(1)	0	(74)	(75)
Balance, at the end of the period at Dec. 31, 2012		11,191	11,743		2,373	2,168	581	(87)	(29)	7,146	7,228	9,432	0	1,759	1,795
Balance, at the beginning of the period at Sep. 30, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	[1],[2]		858
Balance, at the end of the period at Dec. 31, 2012			11,743
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	[1],[2],[3]		283
Balance, at the end of the period at Mar. 31, 2013
Balance, at the beginning of the period at Dec. 31, 2012		11,191	11,743		2,373	2,168	581	(87)	(29)	7,146	7,228	9,432	0	1,759	1,795
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		1,015	1,000	[1],[2],[3]	0	0	0	0	0	915	1,000	915	0	100	0
Other comprehensive income (loss)		74	18		0	0	0	74	18	0	0	74	0	0	0
Common stock dividends declared		(446)	(486)		0	0	0	0	0	(446)	(486)	(446)	0	0	0
Dividends declared on preferred and preference stock			(100)			0	0		0		(100)				0
Dividends, distributions to noncontrolling interests and other		(100)			0			0		0		0	0	(100)
Stock-based compensation and other		(48)	(43)		5	0	1	0	0	(53)	(44)	(48)	0	0	0
Noncash stock-based compensation and other		18	19		25	0	15	0	0	(6)	4	19	0	(1)	0
Issuance of preference stock		387	387		0	0	(13)	0	0	0	0	0	0	387	400
Redemption of preference stock		(400)	(400)		0	0	8	0	0	(8)	(8)	(8)	0	(392)	(400)
Balance, at the end of the period at Dec. 31, 2013		11,691	12,138		2,403	2,168	592	(13)	(11)	7,548	7,594	9,938	0	1,753	1,795
Balance, at the beginning of the period at Sep. 30, 2013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	[1],[2],[3]		283
Balance, at the end of the period at Dec. 31, 2013			$ 12,138

[1] 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.

[2] During the fourth quarter of 2012, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.

[3] During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

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Quarterly Financial Data (Unaudited) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended					3 Months Ended																12 Months Ended					6 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2013 Southern California Edison		Sep. 30, 2013 Southern California Edison		Jun. 30, 2013 Southern California Edison		Mar. 31, 2013 Southern California Edison		Dec. 31, 2012 Southern California Edison		Sep. 30, 2012 Southern California Edison		Jun. 30, 2012 Southern California Edison		Mar. 31, 2012 Southern California Edison		Dec. 31, 2013 Southern California Edison		Dec. 31, 2012 Southern California Edison		Dec. 31, 2011 Southern California Edison	Jun. 30, 2013 San Onofre [Member] Southern California Edison
Quarterly Financial Data [Line Items]
Asset impairment and other charges																																											$ 575
Asset impairment net of tax																																											365
Earnings benefit from implementation of 2012 GRC Decision																														500
Immaterial error correction																														33
Total operating revenue	2,943		3,960		3,046		2,632		3,060		3,734		2,653		2,415		12,581		11,862		10,588	2,931		3,957		3,045		2,629		3,057		3,731		2,651		2,412		12,562		11,851		10,577
Operating income	505		789		(71)		492		765		713		420		389		1,715		2,285		2,061	505		804		(55)		498		792		659		430		397		1,751		2,279		2,123
Net income (loss)																	1,015		(92)		22	283	[1],[2],[3]	502	[1],[2],[3]	(67)	[1],[2],[3]	283	[1],[2],[3]	858	[1],[2]	388	[1],[2]	214	[1],[2]	201	[1],[2]	1,000	[1],[2],[3]	1,660	[1],[2]	1,144
Income from continuing operations	289	[3]	488	[3]	(82)	[3]	286	[3]	812	[1],[2]	382	[1],[2]	207	[1],[2]	196	[1],[2]	979	[3]	1,594	[1],[2]	1,100
Income (loss) from discontinued operations, net of tax	37		(25)		12		12		(1,326)	[4]	(167)	[4]	(109)	[4]	(84)	[4]	36		(1,686)	[4]	(1,078)
Net income attributable to common shareholders	301		438		(94)		271		(539)		190		74		93		915		(183)		(37)	258		477		(91)		256		833		363		191		182		900		1,569		1,085
Basic earnings (loss) per share:
Basic earnings (loss) per share – continuing operations (in dollars per share)	$ 0.81		$ 1.42		$ (0.33)		$ 0.79		$ 2.42		$ 1.09		$ 0.56		$ 0.54		$ 2.70		$ 4.61		$ 3.20
Basic earnings (loss) per share – discontinued operations (in dollars per share)	$ 0.11		$ (0.08)		$ 0.04		$ 0.04		$ (4.07)		$ (0.51)		$ (0.33)		$ (0.26)		$ 0.11		$ (5.17)		$ (3.31)
Total basic earnings (loss) per share (in dollars per share)	$ 0.92		$ 1.34		$ (0.29)		$ 0.83		$ (1.65)		$ 0.58		$ 0.23		$ 0.28		$ 2.81		$ (0.56)		$ (0.11)
Diluted earnings (loss) per share:
Diluted earnings (loss) per share – continuing operations (in dollars per share)	$ 0.81		$ 1.41		$ (0.33)		$ 0.78		$ 2.39		$ 1.09		$ 0.55		$ 0.54		$ 2.67		$ 4.55		$ 3.17
Diluted earnings (loss) per share – discontinued operations (in dollars per share)	$ 0.11		$ (0.07)		$ 0.04		$ 0.04		$ (4.03)		$ (0.51)		$ (0.33)		$ (0.26)		$ 0.11		$ (5.11)		$ (3.28)
Total diluted earnings (loss) per share (in dollars per share)	$ 0.92		$ 1.34		$ (0.29)		$ 0.82		$ (1.64)		$ 0.58		$ 0.22		$ 0.28		$ 2.78		$ (0.56)		$ (0.11)
Dividends declared per share (in dollars per share)	$ 0.3550		$ 0.3375		$ 0.3375		$ 0.3375		$ 0.3375		$ 0.325		$ 0.325		$ 0.325		$ 1.3675		$ 1.3125		$ 1.285
Common dividends declared																						$ 126		$ 120		$ 120		$ 120		$ 120		$ 116		$ 116		$ 116		$ 486		$ 469
Common stock prices:
High	$ 49.95		$ 50.34		$ 54.19		$ 51.24		$ 47.96		$ 46.94		$ 46.55		$ 44.50		$ 54.19		$ 47.96
Low	$ 44.97		$ 44.26		$ 44.86		$ 44.92		$ 42.57		$ 43.10		$ 41.42		$ 39.60		$ 44.26		$ 39.60
Close	$ 46.30		$ 46.06		$ 48.16		$ 50.32		$ 45.19		$ 45.69		$ 46.20		$ 42.51		$ 46.30		$ 45.19

[1] 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.

[2] During the fourth quarter of 2012, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.

[3] During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

[4] During the fourth quarter of 2012, Edison International recorded a full impairment of its investment in EME. See Note 16 for further information.

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Fair Value Measurements (Fair Value of Long-Term Debt Recorded at Carrying Value) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value of Long-Term Debt Recorded at Carrying Value
Long-term debt, including current portion, Carrying Value	$ 10,426	$ 9,231
Long-term debt, including current portion, Fair Value	11,084	10,944
Southern California Edison
Fair Value of Long-Term Debt Recorded at Carrying Value
Long-term debt, including current portion, Carrying Value	10,022	8,828
Long-term debt, including current portion, Fair Value	$ 10,656	$ 10,505

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Preferred and Preference Stock of Utility (Tables)

12 Months Ended

Dec. 31, 2013

Preferred And Preference Stock Of Utility Disclosure [Abstract]

Schedule of preferred stock and preference stock

Preferred stock and preference stock is:

	Shares Outstanding	Redemption Price		December 31,
(in millions, except shares and per-share amounts)				2013			2012
Cumulative preferred stock
$25 par value:
4.08% Series	650,000	$	25.50	$	16		$	16
4.24% Series	1,200,000	25.80		30			30
4.32% Series	1,653,429	28.75		41			41
4.78% Series	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
6.50% Series D (cumulative)	1,250,000	100.00		125			125
6.25% Series E (cumulative)	350,000	1,000.00		350			350
5.625% Series F (cumulative)	190,004	2,500.00		475			475
5.10% Series G (cumulative)	160,004	2,500.00		400			—
SCE's preferred and preference stock				1,795			1,795
Less issuance costs				(42		)	(36		)
Edison International's preferred and preference stock of utility				$	1,753		$	1,759

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Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

Edison International's quarterly financial data is as follows:

	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, net	36		37		(25		)	12			12
Net income (loss) attributable to common shareholders	915		301		438			(94		)	271
Basic earnings (loss) per share:
Continuing operations	2.70		0.81		1.42			(0.33		)	0.79
Discontinued operations	0.11		0.11		(0.08		)	0.04			0.04
Total	2.81		0.92		1.34			(0.29		)	0.83
Diluted earnings (loss) per share:
Continuing operations	2.67		0.81		1.41			(0.33		)	0.78
Discontinued operations	0.11		0.11		(0.07		)	0.04			0.04
Total	2.78		0.92		1.34			(0.29		)	0.82
Dividends declared per share	1.3675		0.3550		0.3375			0.3375			0.3375
Common stock prices:
High	54.19		49.95		50.34			54.19			51.24
Low	44.26		44.97		44.26			44.86			44.92
Close	46.30		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) related to the permanent retirement of San Onofre Units 2 and 3.

	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 income	2,285			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 operations	4.61			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 operations	4.55			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 share	1.3125			0.3375			0.325			0.325			0.325
Common stock prices:
High	47.96			47.96			46.94			46.55			44.50
Low	39.60			42.57			43.10			41.42			39.60
Close	45.19			45.19			45.69			46.20			42.51

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.

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 stock	900		258		477		(91		)	256
Common dividends declared	486		126		120		120			120

¹  During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

	2012
(in millions)	Total		Fourth		Third		Second		First
Operating revenue	$	11,851	$	3,057	$	3,731	$	2,651	$	2,412
Operating income	2,279		792		659		430		397
Net income1, 2	1,660		858		388		214		201
Net income available for common stock	1,569		833		363		191		182
Common dividends declared	469		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.

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

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 credits at December 31, 2013 and 2012 of $120 million and $36 million, respectively, representing amounts that would become due and payable to Capistrano Wind Holdings upon utilization of net operating loss 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 awarded 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.

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Regulatory Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Regulatory Assets
Regulatory Assets, Current	$ 538	$ 572
Regulatory Asset, Long-term	7,241	6,422
Regulatory Liabilities
Regulatory Liabilities, Current	767	536
Regulatory Liabilities, Long-term	4,995	5,214
Southern California Edison
Regulatory Assets and Liabilities
Regulatory assets, energy derivatives, low range of contract expiration (in years)	1 year
Regulatory assets, energy derivatives, high range of contract expiration (in years)	10 years
Regulatory assets related to deferred income taxes, recovery period, low range (in years)	1 year
Regulatory assets related to deferred income taxes, recovery period, high range (in years)	45 years
Low end of the range of remaining original amortization (in years)	1 year
High end of the range of remaining original amortization (in years)	30 years
Regulatory Assets
Regulatory Assets, Current	538	572
Regulatory Asset, Long-term	7,241	6,422
Total Regulatory Assets	7,779	6,994
Regulatory Liabilities
Regulatory Liabilities, Current	767	536
Regulatory Liabilities, Long-term	4,995	5,214
Total Regulatory Liabilities	5,762	5,750
Southern California Edison | Regulatory balancing accounts
Regulatory Assets
Regulatory Assets, Current	484	502
Regulatory Asset, Long-term	818	73
Southern California Edison | Energy derivatives
Regulatory Assets
Regulatory Assets, Current	54	70
Regulatory Asset, Long-term	816	900
Southern California Edison | Other
Regulatory Assets
Regulatory Asset, Long-term	368	360
Regulatory Liabilities
Regulatory Liabilities, Current	43	52
Regulatory Liabilities, Long-term	12	7
Southern California Edison | Deferred income taxes, net
Regulatory Assets
Regulatory Asset, Long-term	2,957	2,663
Southern California Edison | Pensions and other postretirement benefits
Regulatory Assets
Regulatory Asset, Long-term	369	1,550
Southern California Edison | Unamortized investments, net
Regulatory Assets and Liabilities
Return rate earned on assets included in rate base (as a percent)	7.90%	8.74%
Regulatory Assets
Regulatory Asset, Long-term	332	507
Southern California Edison | San Onofre [Member]
Regulatory Assets
Regulatory Asset, Long-term	1,325	0
Southern California Edison | Unamortized loss on reacquired debt
Regulatory Assets
Regulatory Asset, Long-term	222	228
Southern California Edison | Nuclear-related investment, net
Regulatory Assets
Regulatory Asset, Long-term	34	141
Southern California Edison | Regulatory Balancing Accounts, Liabilities
Regulatory Liabilities
Regulatory Liabilities, Current	724	484
Regulatory Liabilities, Long-term	1,132	1,091
Southern California Edison | Costs of Removal
Regulatory Liabilities
Regulatory Liabilities, Long-term	2,780	2,731
Southern California Edison | Asset Retirement Obligations
Regulatory Liabilities
Regulatory Liabilities, Long-term	$ 1,071	$ 1,385
Legacy Meters | Southern California Edison | Unamortized investments, net
Regulatory Assets and Liabilities
Return rate earned on assets included in rate base (as a percent)	6.46%

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Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Public Utilities, Property, Plant and Equipment, Plant in Service [Abstract]
Accumulated depreciation	$ (7,493)	$ (7,424)
Total utility property, plant and equipment	30,379	30,200
Southern California Edison
Public Utilities, Property, Plant and Equipment, Plant in Service [Abstract]
Transmission	9,117	7,059
Distribution	17,874	16,872
Generation	2,856	4,455
General plant and other	4,674	4,358
Accumulated depreciation	(7,493)	(7,424)
Total utility property, plant and equipment, Gross	27,028	25,320
Construction work in progress	3,219	4,271
Nuclear fuel, at amortized cost	132	609
Total utility property, plant and equipment	30,379	30,200
Southern California Edison | Eldorado
Public Utilities, Property, Plant and Equipment, Plant in Service [Abstract]
Construction work in progress	10
Nuclear fuel, at amortized cost	0
Plant in Service	87
Accumulated Depreciation	15
Net Book Value	82
Ownership Interest	62.00%
Southern California Edison | Pacific Intertie
Public Utilities, Property, Plant and Equipment, Plant in Service [Abstract]
Construction work in progress	7
Nuclear fuel, at amortized cost	0
Plant in Service	189
Accumulated Depreciation	74
Net Book Value	122
Ownership Interest	50.00%
Southern California Edison | Palo Verde (nuclear)
Public Utilities, Property, Plant and Equipment, Plant in Service [Abstract]
Construction work in progress	77
Nuclear fuel, at amortized cost	132
Plant in Service	1,842
Accumulated Depreciation	1,505
Net Book Value	546
Ownership Interest	16.00%
Southern California Edison | Aggregate Jointly Owned Utility Projects
Public Utilities, Property, Plant and Equipment, Plant in Service [Abstract]
Construction work in progress	94
Nuclear fuel, at amortized cost	132
Plant in Service	2,118
Accumulated Depreciation	1,594
Net Book Value	$ 750

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2013

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Components of Accumulated Other Comprehensive Loss

The changes in accumulated comprehensive income, excluding the items above, were as follows:

	Edison International							SCE
	Years ended December 31,
(in millions)	2013			2012				2013			2012
Beginning balance	$	(87	)	$	(100	)	1	$	(29	)	$	(24	)
Pension and PBOP – net loss:
Other comprehensive income (loss) before reclassifications	63			15				13			(9		)
Reclassified from accumulated other comprehensive income2	9			(2		)		3			4
Other	2			—				2			—
Change	74			13				18			(5		)
Ending balance	$	(13	)	$	(87	)		$	(11	)	$	(29	)

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.

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Schedule I - Condensed Financial Information of Parent

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent

EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED BALANCE SHEETS

	December 31,
(in millions)	2013		2012
Assets:
Cash and cash equivalents	$	13	$	64
Other current assets	166		18
Total current assets	179		82
Investments in subsidiaries	10,328		9,903
Deferred income tax	559		555
Other long-term assets	615		414
Total assets	$	11,681	$	10,954
Liabilities and equity:
Accounts payable	$	3	$	105
Other current liabilities	629		184
Total current liabilities	632		289
Long-term debt	400		400
Other long-term liabilities	721		833
Total equity	9,928		9,432
Total liabilities and equity	$	11,681	$	10,954

EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED STATEMENTS OF INCOME

For the Years Ended December 31, 2013, 2012 and 2011

(in millions, except per-share amounts)	2013			2012			2011
Operating revenue and other income	$	—		$	—		$	—
Operating expenses and interest expense	72			80			63
Loss before equity in earnings of subsidiaries	(72		)	(80		)	(63		)
Equity in earnings of subsidiaries	922			1,590			1,077
Income before income taxes	850			1,510			1,014
Income tax expense (benefit)	(29		)	7			(27		)
Income from continued operations	879			1,503			1,041
Income (loss) from discontinued operations, net of tax	36			(1,686		)	(1,078		)
Net income (loss) attributable to Edison International common shareholders	$	915		$	(183	)	$	(37	)
Weighted-average common stock outstanding	326			326			326
Basic earnings (loss) per share:
Continuing operations	$	2.70		$	4.61		$	3.20
Discontinued operations	0.11			(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 operations	0.11			(5.11		)	(3.28		)
Total	$	2.78		$	(0.56	)	$	(0.11	)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2013, 2012 and 2011

(in millions)	2013		2012			2011
Net income (loss)	$	915	$	(183	)	$	(37	)
Other comprehensive income (loss)	74		52			(63		)
Comprehensive income (loss)	$	989	$	(131	)	$	(100	)

EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013, 2012 and 2011

(in millions)	2013			2012			2011
Net cash provided by operating activities	$	387		$	355		$	437
Cash flows from financing activities:
Payable due to consolidated affiliate	10			130			—
Short-term debt financing, net	33			(15		)	(9		)
Settlements of stock-based compensation, net	(6		)	(10		)	(5		)
Dividends paid	(440		)	(424		)	(417		)
Net cash used by financing activities	(403		)	(319		)	(431		)
Net cash provided (used) by investing activities:	(35		)	—			1
Net increase (decrease) in cash and cash equivalents	(51		)	36			7
Cash and cash equivalents, beginning of year	64			28			21
Cash and cash equivalents, end of year	$	13		$	64		$	28

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 Received

Edison International Parent received cash dividends from SCE of $486 million, $469 million and $461 million in 2013, 2012 and 2011, 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, 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 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.

The following table summarizes the status of the credit facility at December 31, 2013:

(in millions)
Commitment	$	1,250
Outstanding borrowings	(34		)
Amount available	$	1,216

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 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 to the deconsolidation of EME. See "Item 8. Notes to Consolidated Financial Statements—Note 7. Income Taxes," "—Note 12. Commitments and Contingencies" and "—Note 16. Discontinued Operations" for further information related to these bankruptcy proceedings.

Note 5. Contingencies

For a discussion of material contingencies see "Item 8. Notes to Consolidated Financial Statements—Note 7. Income Taxes," "—Note 12. Commitments and Contingencies" and "—Note 16. Discontinued Operations."

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts

EDISON INTERNATIONAL

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, 2013
Allowance for uncollectible accounts
Customers	$	46.6		$	36.0		$	—	$	30.4		$	52.2
All others	79.5			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 others	37.6			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 others	53.8			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.

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, 2013
Allowance for uncollectible accounts
Customers	$	46.6	$	36.0	$	—	$	30.4		$	52.2
All others	28.3		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 others	33.0		12.0		—		16.7			28.3
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 others	49.4		18.9		—		35.3		b	33.0
Total allowance for uncollectible accounts	$	85.5	$	49.9	$	—	$	60.4	a	$	75.0

^a  Accounts written off, net.

^b In 2010, SCE recorded a $23 million reserve against an uncollectible receivable related to contract termination negotiations, which was written off during 2011.

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Cash Flows [Abstract]
Premiums, discounts and issuance costs of long term debt	$ 18	$ 4	$ 9

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Organization and Basis of Presentation

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 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. 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. SCE assesses, at the end of each reporting period, whether regulatory assets are probable of future recovery. See Note 11 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.

Consolidation

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.

Use of Estimates

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.

Cash and Cash Equivalents, Policy [Policy Text Block]

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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Money market funds	$	68	$	107	$	8	$	5

Cash is temporarily invested until required for check clearing from the primary disbursement accounts. 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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Cash reclassified to accounts payable	$	168	$	247	$	163	$	242

Cash Equivalents

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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Money market funds	$	68	$	107	$	8	$	5

Cash is temporarily invested until required for check clearing from the primary disbursement accounts. 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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Cash reclassified to accounts payable	$	168	$	247	$	163	$	242

Allowance for Uncollectible Accounts

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

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

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. 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 in certain such governmental agencies. RECs are the mechanism used to verify renewables portfolio standards 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 auction are recorded as a regulatory liability to be refunded to customers. SCE purchases GHG allowances from quarterly auctions or 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.

Property, Plant and Equipment

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.

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 plant	12 years to 60 years	38 years
Distribution plant	20 years to 60 years	40 years
Transmission plant	40 years to 65 years	46 years
General plant and other	5 years to 60 years	23 years

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 $1.31 billion, $1.26 billion and $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%, 4.3% and 4.3% for 2013, 2012 and 2011, 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 $72 million, $96 million and $96 million in 2013, 2012 and 2011, respectively. AFUDC debt was $33 million, $40 million and $42 million in 2013, 2012 and 2011, 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
Revisions	455			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.

Impairment of Long-Lived Assets

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.

Leases

Leases

SCE enters into power purchase agreements that may contain leases, as discussed under "Power Purchase Agreements" below. SCE has entered into a number of agreements to lease property and 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" on the consolidated statements of income.

Nuclear Decommissioning

Nuclear Decommissioning

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.

Due to regulatory recovery of SCE's nuclear decommissioning expense, nuclear decommissioning activities do not affect SCE's earnings. 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

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 $222 million and $228 million at December 31, 2013 and 2012, 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 million and $67 million at December 31, 2012, 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						SCE
	December 31,
(in millions)	2013		2012		2011		2013		2012		2011
Amortization of deferred financing costs charged to interest expense	$	47	$	30	$	34	$	46	$	29	$	33

Revenue Recognition

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 revenue" on the consolidated income statements. Rates charged to customers are based on CPUC 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 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 $116 million, $98 million and $101 million 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

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, 2013 and 2012. 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 12 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 from 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 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.

Derivatives Instruments and Hedging Activities

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-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 and hedging activities.

Share-Based Compensation

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.

Dividend Restrictions

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 SCE's net assets of $11.9 billion.

Earnings Per Share

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.

Income Taxes

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.

New Accounting Guidance

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.

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Compensation and Benefit Plans (Pension Plan Assets - Fair Value Levels) (Details) (Pension Plans, USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	$ 3,558		$ 3,580
Receivables and payables, net	(81)		(38)
Fair Value of Plan Assets	3,477		3,542		3,153
Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	978		1,108
Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	2,190		2,058
Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	390		414
Fair Value of Plan Assets	390		414		448
U.S. government and agency securities
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	666	[1]	592	[1]
U.S. government and agency securities | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	195	[1]	242	[1]
U.S. government and agency securities | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	471	[1]	350	[1]
U.S. government and agency securities | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[1]	0	[1]
Corporate stocks
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	653	[2]	743	[2]
Corporate stocks | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	653	[2]	743	[2]
Corporate stocks | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[2]	0	[2]
Corporate stocks | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[2]	0	[2]
Corporate bonds
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	553	[3]	508	[3]
Corporate bonds | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[3]	0	[3]
Corporate bonds | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	553	[3]	508	[3]
Corporate bonds | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[3]	0	[3]
Common/collective funds
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	546		635	[4]
Common/collective funds | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0		0	[4]
Common/collective funds | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	546		635	[4]
Common/collective funds | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0		0	[4]
Partnerships/joint ventures
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	538	[5]	580	[5]
Partnerships/joint ventures | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[5]	0	[5]
Partnerships/joint ventures | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	148	[5]	166	[5]
Partnerships/joint ventures | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	390	[5]	414	[5]
Other investment entities
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	282	[6]	271	[6]
Other investment entities | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[6]	0	[6]
Other investment entities | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	282	[6]	271	[6]
Other investment entities | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[6]	0	[6]
Registered investment companies
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	193	[7]	126	[7]
Registered investment companies | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	112	[7]	98	[7]
Registered investment companies | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	81	[7]	28	[7]
Registered investment companies | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0	[7]	0	[7]
Interest-bearing cash
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	12		24
Interest-bearing cash | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	12		24
Interest-bearing cash | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0		0
Interest-bearing cash | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0		0
Other
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	115		101
Other | Level 1
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	6		1
Other | Level 2
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	109		100
Other | Level 3
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	0		0
Asset backed securities including distressed mortgages | Level 3
Pension and Other Postretirement Benefits
Actual plan asset allocations	64.00%		56.00%
Non-index fund
Pension and Other Postretirement Benefits
Performance percentage benchmark	23.00%		25.00%
Global asset allocation fund
Pension and Other Postretirement Benefits
Actual plan asset allocations	6.00%		6.00%
Collateralized mortgage obligations and other asset backed securities
Pension and Other Postretirement Benefits
Fair Value of Plan Assets, Gross	78		65
Defined Benefit Plan, Fair Value of Plan Assets below Investment Grade	15		7
Russell 200 and Russell 1000 indexes | Corporate stocks
Pension and Other Postretirement Benefits
Performance percentage benchmark	51.00%		60.00%
Russell 200 and Russell 1000 indexes | Undervalued Securities
Pension and Other Postretirement Benefits
Performance percentage benchmark	28.00%		28.00%
Morgan Stanley Capital International | Corporate stocks
Pension and Other Postretirement Benefits
Performance percentage benchmark	49.00%		40.00%
Standard And Poors 500 Index | Equity index fund
Pension and Other Postretirement Benefits
Performance percentage benchmark	27.00%		29.00%
Morgan Stanley Capital International Europe Australasia And Far East Index | Equity index fund
Pension and Other Postretirement Benefits
Performance percentage benchmark	15.00%		11.00%
Southern California Edison
Pension and Other Postretirement Benefits
Fair Value of Plan Assets	3,236		3,320		2,971
Edison International Parent and Other
Pension and Other Postretirement Benefits
Fair Value of Plan Assets	6		7
Edison Mission Energy
Pension and Other Postretirement Benefits
Fair Value of Plan Assets	$ 235		$ 215

[1] Corporate stocks are diversified. For 2013 and 2012, respectively, performance is primarily benchmarked against the Russell Indexes (51% and 60%) and Morgan Stanley Capital International (MSCI) index (49% and 40%).

[2] 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.

[3] Corporate bonds are diversified. At December 31, 2013 and 2012, respectively, this category includes $78 million and $65 million for collateralized mortgage obligations and other asset backed securities of which $15 million and $7 million are below investment grade.

[4] At December 31, 2013 and 2012, 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% and 29%), Russell 1000 indexes (28% and 28%) and the MSCI Europe, Australasia and Far East (EAFE) Index (15% and 11%). A non-index U.S. equity fund representing 23% and 25% of this category for 2013 and 2012, respectively, is actively managed. Another fund representing 6% and 6% of this category for 2013 and 2012, respectively, is a global asset allocation fund

[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, 2013 and 2012, respectively, approximately 64% and 56% 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 securitie

[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.

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Supplemental Cash Flows Information (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash payments (receipts) for interest and taxes:
Interest, net of amounts capitalized	$ 477	$ 452	$ 423
Tax payments (refunds), net	28	(165)	(119)
Details of debt exchange:
Pollution-control bonds redeemed	0	0	(86)
Pollution-control bonds issued	0	0	86
Southern California Edison
Cash payments (receipts) for interest and taxes:
Interest, net of amounts capitalized	462	437	408
Tax payments (refunds), net	28	(279)	(86)
Details of debt exchange:
Pollution-control bonds redeemed	0	0	(86)
Pollution-control bonds issued	0	0	86
Dividends declared but not paid:
Accrued capital expenditures	661	671	685
Common Stock
Dividends declared but not paid:
Dividends declared but not paid	116	110	106
Common Stock | Southern California Edison
Dividends declared but not paid:
Dividends declared but not paid	0	0	0
Preferred Stock and Preference Stock
Dividends declared but not paid:
Dividends declared but not paid	30	24	11
Preferred Stock and Preference Stock | Southern California Edison
Dividends declared but not paid:
Dividends declared but not paid	$ 30	$ 24	$ 11

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Other Investments (Tables)

12 Months Ended

Dec. 31, 2013

Regulated Entity, Other Assets, Noncurrent [Abstract]

Amortized Cost and Fair Value of the Trust Investments

The following table sets forth amortized cost and fair value of the trust investments:

	Longest Maturity Date	Amortized Cost				Fair Value
		December 31,
(in millions)		2013		2012		2013		2012
Stocks	—	$	656	$	978	$	2,208	$	2,271
Municipal bonds	2051	675		518		756		644
U.S. government and agency securities	2044	902		547		947		603
Corporate bonds	2054	208		324		241		410
Short-term investments and receivables/payables	One-year	329		116		342		120
Total		$	2,770	$	2,483	$	4,494	$	4,048

Summary of Changes in the Fair Value of Trust

The following table sets forth a summary of changes in the fair value of the trusts:

	Years ended December 31,
(in millions)	2013			2012			2011
Balance at beginning of period	$	4,048		$	3,592		$	3,480
Gross realized gains	300			73			108
Gross realized losses	(32		)	(5		)	(17		)
Unrealized gains (losses), net	160			276			(7		)
Other-than-temporary impairments	(47		)	(36		)	(47		)
Interest, dividends, contributions and other	65			148			75
Balance at end of period	$	4,494		$	4,048		$	3,592

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Summary of Significant Accounting Policies (Deferred Financing Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Regulatory assets	$ 7,241	$ 6,422
Southern California Edison
Regulatory assets	7,241	6,422
Unamortized debt issuance expense	79	67
Amortization of deferred financing costs	46	29	33
Southern California Edison | Loss on Reacquired Debt
Regulatory assets	222	228
Edison International
Unamortized debt issuance expense	84	73
Amortization of deferred financing costs	$ 47	$ 30	$ 34

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Income Taxes (Components of Net Accumulated Deferred Income Tax Liability) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Property and software related	$ 523	$ 600
Unrealized gains and losses	579	491
Loss and credit carryforwards	2,228	1,515
Regulatory balancing accounts	139	80
Pension and PBOPs	264	275
Other	721	723
Sub-total	4,454	3,684
Less valuation allowance	1,380	1,017
Total	3,074	2,667
Deferred tax liabilities:
Property-related	7,879	7,289
Capitalized software costs	318	325
Regulatory balancing accounts	625	296
Unrealized gains and losses	569	477
Other	503	471
Total	9,894	8,858
Accumulated deferred income tax liability, net	6,820	6,191
Included in deferred credits and other liabilities	7,241	6,127
Included in current liabilities (assets)	(421)	64
Southern California Edison
Deferred tax assets:
Property and software related	523	600
Unrealized gains and losses	569	477
Loss and credit carryforwards	427	125
Regulatory balancing accounts	139	80
Pension and PBOPs	86	99
Other	563	625
Sub-total	2,307	2,006
Less valuation allowance	0	0
Total	2,307	2,006
Deferred tax liabilities:
Property-related	7,869	7,279
Capitalized software costs	318	325
Regulatory balancing accounts	625	296
Unrealized gains and losses	569	477
Other	399	379
Total	9,780	8,756
Accumulated deferred income tax liability, net	7,473	6,750
Included in deferred credits and other liabilities	7,737	6,669
Included in current liabilities (assets)	$ (264)	$ 81

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Total operating revenue	$ 12,581		$ 11,862		$ 10,588
Fuel	324		308		367
Purchased power	4,567		3,831		2,989
Operation and maintenance	3,782		3,904		3,718
Depreciation, decommissioning and amortization	1,622		1,562		1,427
Asset impairments, disallowances and other	571		(28)		26
Total operating expenses	10,866		9,577		8,527
Operating income	1,715		2,285		2,061
Interest and other income	124		149		147
Interest expense	(544)		(521)		(485)
Other expenses	(74)		(52)		(55)
Income from continuing operations before income taxes	1,221		1,861		1,668
Income tax expense	242		267		568
Income from continuing operations	979	[1]	1,594	[2],[3]	1,100
Income (loss) from discontinued operations, net of tax	36		(1,686)	[4]	(1,078)
Net income (loss)	1,015		(92)		22
Dividends on preferred and preference stock of utility	100		91		59
Net income (loss) attributable to Edison International common shareholders	915		(183)		(37)
Basic earnings (loss) per common share attributable to Edison International common shareholders:
Income from continuing operations, net of tax	879		1,503		1,041
Income (loss) from discontinued operations, net of tax	36		(1,686)	[4]	(1,078)
Net income (loss) attributable to Edison International common shareholders	915		(183)		(37)
Basic earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding (in shares)	326		326		326
Continuing operations (in dollars per share)	$ 2.70		$ 4.61		$ 3.20
Discontinued operations (in dollars per share)	$ 0.11		$ (5.17)		$ (3.31)
Total (in dollars per share)	$ 2.81		$ (0.56)		$ (0.11)
Diluted earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities (in shares)	329		330		329
Continuing operations (in dollars per share)	$ 2.67		$ 4.55		$ 3.17
Discontinued operations (in dollars per share)	$ 0.11		$ (5.11)		$ (3.28)
Total (in dollars per share)	$ 2.78		$ (0.56)		$ (0.11)
Dividends declared per common share (in dollars per share)	$ 1.3675		$ 1.3125		$ 1.285
Southern California Edison
Total operating revenue	12,562		11,851		10,577
Fuel	324		308		367
Purchased power	4,567		3,831		2,989
Operation and maintenance	3,416		3,544		3,387
Depreciation, decommissioning and amortization	1,622		1,562		1,426
Property and other taxes	307		295		285
Asset impairments, disallowances and other	575		32		0
Total operating expenses	10,811		9,572		8,454
Operating income	1,751		2,279		2,123
Interest and other income	122		144		140
Interest expense	(520)		(499)		(463)
Other expenses	(74)		(50)		(55)
Income from continuing operations before income taxes	1,279		1,874		1,745
Income tax expense	279		214		601
Net income (loss)	1,000	[1],[2],[3]	1,660	[2],[3]	1,144
Dividends on preferred and preference stock of utility	100		91		59
Net income (loss) attributable to Edison International common shareholders	900		1,569		1,085
Basic earnings (loss) per common share attributable to Edison International common shareholders:
Net income (loss) attributable to Edison International common shareholders	$ 900		$ 1,569		$ 1,085

[1] During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

[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, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.

[4] During the fourth quarter of 2012, Edison International recorded a full impairment of its investment in EME. See Note 16 for further information.

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Interest and Other Income and Expenses (Tables)

12 Months Ended

Dec. 31, 2013

Other Income and Expenses [Abstract]

Other Income and Expenses

ther income and other expenses are as follows:

	Years ended December 31,
(in millions)	2013		2012		2011
SCE interest and other income:
Equity allowance for funds used during construction	$	72	$	96	$	96
Increase in cash surrender value of life insurance policies	30		27		26
Interest income	10		7		5
Other	10		14		13
Total SCE interest and other income	122		144		140
Edison International Parent and Other income	2		5		7
Total Edison International interest and other income	$	124	$	149	$	147
SCE other expenses:
Civic, political and related activities and donations	$	37	$	32	$	30
Penalties	20		—		—
Other	17		18		25
Total SCE other expenses	74		50		55
Edison International Parent and Other other expenses	—		2		—
Total Edison International other expenses	$	74	$	52	$	55

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Permanent Retirement of San Onofre (Details) (USD $)			1 Months Ended			12 Months Ended		0 Months Ended	6 Months Ended	7 Months Ended	12 Months Ended			12 Months Ended		12 Months Ended	6 Months Ended				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011 Southern California Edison	Dec. 31, 2013 Southern California Edison	Dec. 31, 2012 Southern California Edison	Dec. 31, 2013 San Onofre [Member]	Aug. 31, 2013 San Onofre [Member]	Jun. 06, 2013 San Onofre [Member] Southern California Edison	Jun. 30, 2013 San Onofre [Member] Southern California Edison positions	Dec. 31, 2013 San Onofre [Member] Southern California Edison invoices	Dec. 31, 2013 San Onofre [Member] Southern California Edison invoices	Aug. 31, 2013 San Onofre [Member] Southern California Edison	May 31, 2013 San Onofre [Member] Southern California Edison	Dec. 31, 2013 San Onofre [Member] Mitsubishi Heavy Industries Ltd [Member]	Dec. 31, 2013 Supporting Ongoing Activities at the Site [Member] San Onofre [Member] Southern California Edison	Dec. 31, 2013 Replacement Steam Generators [Member] San Onofre [Member] Southern California Edison	Jun. 30, 2013 Decommissioning Plan [Member] San Onofre [Member] Southern California Edison positions	Dec. 31, 2013 Building, plant and equipment [Member] San Onofre [Member] Southern California Edison	Dec. 31, 2013 Estimated Losses on Disposal of Nuclear Fuel Inventory [Member] San Onofre [Member] Southern California Edison	Dec. 31, 2013 Regulatory Balancing Accounts, Liabilities San Onofre [Member] Southern California Edison	Dec. 31, 2013 Employee Severance San Onofre [Member] Southern California Edison	Dec. 31, 2013 Indirect Employee Severance Costs [Member] San Onofre [Member] Southern California Edison
Regulatory Assets [Line Items]
Reduced power level of operation (as a percentage)														70.00%
Term of reduced power level of operation (in months)														5 months
Allowed Refueling Outage Costs Proposed Decision														$ 45,000,000
Disallowed Operation And Maintenance Costs Authorized in Rates														74,000,000
Percentage Of Revenue Requirement														20.00%
Cumulative Regulated Operating Revenue										1,250,000,000	1,250,000,000
Public Utilities Cost Of Service For Severance											39,000,000
Decommissioning Nuclear Facilities Net Investment													2,100,000,000
Authorized expenditures	525,000,000
Authorized expenditures, after adjustments for inflation										665,000,000	665,000,000
Ownership Interest										78.21%	78.21%
Authorized expenditures by authoritative body, spent to date											602,000,000
Authorized expenditures by authoritative body, market costs incurred								680,000,000		333,000,000
Authorized expenditures by authoritative body, Planned Outage Costs								65,000,000		30,000,000
Incremental inspection and repair costs											115,000,000
Incremental inspection and repair costs, payments from MHI											36,000,000
Reclassification To Regulatory Assets Amount													1,521,000,000
Regulatory assets	7,241,000,000	6,422,000,000		7,241,000,000	6,422,000,000										404,000,000
Asset impairment and other charges									575,000,000
Asset impairment net of tax									365,000,000
Restructuring and Related Cost, Expected Number of Positions Eliminated									960								175
Severance Costs																					39,000,000	14,000,000
Net Regulatory Assets										1,300,000,000	1,300,000,000							1,560,000,000	33,000,000	266,000,000
Steam generators, warranted period																20 years
MHI's limited liability under purchase agreement, excluding consequential damages														138,000,000
Notice of intent to sue, notice time period						90 days
Damages sought			98,000,000								4,000,000,000
Loss Contingency Counter Claim Amount														41,000,000
Number of invoices for reimbursement (in invoices)										7	7
Invoiced amount to MHI										149,000,000	149,000,000
Invoiced amount paid by MHI											45,000,000
Notice Of Claim Amount							$ 397,000,000					$ 311,000,000
Outage Policy Benefit Reduction Percentage						90.00%

XML

Discontinued Operations (Textual) (Details) (USD $)			3 Months Ended			12 Months Ended	3 Months Ended	12 Months Ended		0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Homer City	Sep. 30, 2012 Homer City	Dec. 31, 2011 Homer City	Dec. 31, 2013 Homer City	Dec. 31, 2012 Edison International	Dec. 31, 2013 Edison Mission Energy	Dec. 31, 2012 Edison Mission Energy	Feb. 18, 2014 Subsequent Event [Member] Edison Mission Energy installments
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment and other charges, after tax							$ 1,300,000,000
Impairment and other charges			89,000,000	113,000,000	1,030,000,000
Impairment and other charges, net of tax			53,000,000	68,000,000
Liabilities for tax and pension related to deconsolidation								325,000,000		350,000,000
Retirement liabilities for EME employees	1,378,000,000	2,614,000,000						35,000,000	80,000,000
Joint Tax Liability								290,000,000
Estimated loss under plan support agreement						150,000,000
Percentage of Tax Benefits To Be Paid										50.00%
Tax Attributes Amount										1,191,000,000
Estimated Period for Updating Procedure										6 months
Cash Portion of Settlement Payment										225,000,000
Number of Installments										2
Interest rate on installments										5.00%
Installment one, tax attribute settlement										199,000,000
Installment two, tax attribute settlement										210,000,000
Amount required for escrow										50,000,000
Estimated amount that tax benefits will exceed recorded liabilities										200,000,000
Estimated settlement income										130,000,000
Deferred tax assets net of valuation allowance	3,074,000,000	2,667,000,000								220,000,000
Provision for losses										150,000,000
Impact of deconsolidation on current earnings								$ 70,000,000

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Receivables, allowances for uncollectible accounts (in dollars)	$ 66	$ 75
Utility property, plant and equipment, accumulated depreciation (in dollars)	7,493	7,424
Nonutility property, plant and equipment, accumulated depreciation (in dollars)	74	123
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	325,811,206	325,811,206
Common stock, shares outstanding	325,811,206	325,811,206
Southern California Edison
Receivables, allowances for uncollectible accounts (in dollars)	66	75
Utility property, plant and equipment, accumulated depreciation (in dollars)	7,493	7,424
Nonutility property, plant and equipment, accumulated depreciation (in dollars)	$ 70	$ 117
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	560,000,000	560,000,000
Common stock, shares issued	434,888,104	434,888,104
Common stock, shares outstanding	434,888,104	434,888,104

XML

Compensation and Benefit Plans (Workforce Reduction) (Details) (Employee Severance, Southern California Edison, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Employee Severance | Southern California Edison
Restructuring Reserve Disclosures [Abstract]
Estimated Cash Severance Payments	$ 213
Balance, beginning of year	104
Additions	101
Payments	(151)
Balance, end of year	$ 54

XML

Fair Value Measurements (Fair Value by Level) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Assets at Fair Value
Nuclear decommissioning trusts	$ 4,494		$ 4,048
Liabilities at Fair Value
Money market funds	68		107
Level 1
Liabilities at Fair Value
Money market funds	68		107
Southern California Edison
Assets at Fair Value
Nuclear decommissioning trusts	4,494		4,048		3,592	3,480
Liabilities at Fair Value
Percentage of equity investments located in the United States (as a percent)	70.00%		66.00%
Collateralized mortgage obligations and other asset backed securities	47		56
Receivables (payables) net related to investments	12		(1)
Money market funds	8		5
Southern California Edison | Stocks
Assets at Fair Value
Nuclear decommissioning trusts	2,208		2,271
Southern California Edison | Fair Value, Measurements, Recurring | Level 1
Assets at Fair Value
Derivative contracts	0		0
Other	39		13
Nuclear decommissioning trusts	3,380	[1]	2,869	[1]
Total assets	3,419		2,882
Liabilities at Fair Value
Derivative contracts	0		0
Total liabilities	0		0
Net assets (liabilities)	3,419		2,882
Southern California Edison | Fair Value, Measurements, Recurring | Level 1 | Stocks
Assets at Fair Value
Nuclear decommissioning trusts	2,208	[2]	2,271	[2]
Southern California Edison | Fair Value, Measurements, Recurring | Level 1 | Fixed Income Securities [Member]
Assets at Fair Value
Nuclear decommissioning trusts	841	[3]	477	[3]
Southern California Edison | Fair Value, Measurements, Recurring | Level 1 | Short-term investments, primarily cash equivalents
Assets at Fair Value
Nuclear decommissioning trusts	331		121	[1]
Southern California Edison | Fair Value, Measurements, Recurring | Level 2
Assets at Fair Value
Derivative contracts	11		8
Other	0		0
Nuclear decommissioning trusts	1,102	[1]	1,180	[1]
Total assets	1,113		1,188
Liabilities at Fair Value
Derivative contracts	37		115
Total liabilities	37		115
Net assets (liabilities)	1,076		1,073
Southern California Edison | Fair Value, Measurements, Recurring | Level 2 | Stocks
Assets at Fair Value
Nuclear decommissioning trusts	0	[2]	0	[2]
Southern California Edison | Fair Value, Measurements, Recurring | Level 2 | Fixed Income Securities [Member]
Assets at Fair Value
Nuclear decommissioning trusts	1,102	[3]	1,180	[3]
Southern California Edison | Fair Value, Measurements, Recurring | Level 2 | Short-term investments, primarily cash equivalents
Assets at Fair Value
Nuclear decommissioning trusts	0		0	[1]
Southern California Edison | Fair Value, Measurements, Recurring | Level 3
Assets at Fair Value
Derivative contracts	372		221
Other	0		0
Nuclear decommissioning trusts	0	[1]	0	[1]
Total assets	372		221
Liabilities at Fair Value
Derivative contracts	1,177		1,012
Total liabilities	1,177		1,012
Net assets (liabilities)	(805)		(791)
Southern California Edison | Fair Value, Measurements, Recurring | Level 3 | Stocks
Assets at Fair Value
Nuclear decommissioning trusts	0	[2]	0	[2]
Southern California Edison | Fair Value, Measurements, Recurring | Level 3 | Fixed Income Securities [Member]
Assets at Fair Value
Nuclear decommissioning trusts	0	[3]	0	[3]
Southern California Edison | Fair Value, Measurements, Recurring | Level 3 | Short-term investments, primarily cash equivalents
Assets at Fair Value
Nuclear decommissioning trusts	0		0	[1]
Southern California Edison | Fair Value, Measurements, Recurring | Netting and Collateral
Assets at Fair Value
Derivative contracts	(10)	[4]	(15)	[4]
Other	0		0
Nuclear decommissioning trusts	0	[1],[4]	0	[1],[4]
Total assets	(10)	[4]	(15)	[4]
Liabilities at Fair Value
Derivative contracts	(20)	[4]	(62)	[4]
Total liabilities	(20)	[4]	(62)	[4]
Net assets (liabilities)	10	[4]	47	[4]
Southern California Edison | Fair Value, Measurements, Recurring | Netting and Collateral | Stocks
Assets at Fair Value
Nuclear decommissioning trusts	0	[2],[4]	0	[2],[4]
Southern California Edison | Fair Value, Measurements, Recurring | Netting and Collateral | Fixed Income Securities [Member]
Assets at Fair Value
Nuclear decommissioning trusts	0	[3]	0	[3]
Southern California Edison | Fair Value, Measurements, Recurring | Netting and Collateral | Short-term investments, primarily cash equivalents
Assets at Fair Value
Nuclear decommissioning trusts	0	[4]	0	[1],[4]
Southern California Edison | Fair Value, Measurements, Recurring | Total
Assets at Fair Value
Derivative contracts	373		214
Other	39		13
Nuclear decommissioning trusts	4,482	[1]	4,049	[1]
Total assets	4,894		4,276
Liabilities at Fair Value
Derivative contracts	1,194		1,065
Total liabilities	1,194		1,065
Net assets (liabilities)	3,700		3,211
Southern California Edison | Fair Value, Measurements, Recurring | Total | Stocks
Assets at Fair Value
Nuclear decommissioning trusts	2,208	[2]	2,271	[2]
Southern California Edison | Fair Value, Measurements, Recurring | Total | Fixed Income Securities [Member]
Assets at Fair Value
Nuclear decommissioning trusts	1,943	[3]	1,657	[3]
Southern California Edison | Fair Value, Measurements, Recurring | Total | Short-term investments, primarily cash equivalents
Assets at Fair Value
Nuclear decommissioning trusts	$ 331		$ 121	[1]

[1] Excludes 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.

[2] Approximately 70% and 66% of SCE's equity investments were located in the United States at December 31, 2013 and 2012, respectively.

[3] corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $47 million and $56 million at December 31, 2013 and 2012, respectively.

[4] 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.

XML

Other Investments (Textual) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Investments [Line Items]
Proceeds from sale of securities	$ 5,617,000,000	$ 2,122,000,000	$ 2,773,000,000
Southern California Edison
Other Investments [Line Items]
Contributions received for decommissioning trusts	23,000,000
Period of reviewing contributions from decommissioning trusts (in years)	3 years
Proceeds from sale of securities	5,617,000,000	2,122,000,000	2,773,000,000
Unrealized holding gains, net of losses	$ 1,700,000,000	$ 1,600,000,000

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value by Level

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, 2013
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1			Total
Assets at fair value
Derivative contracts	$	—	$	11	$	372		$	(10	)	$	373
Other	39		—		—			—			39
Nuclear decommissioning trusts:
Stocks2	2,208		—		—			—			2,208
Fixed income3	841		1,102		—			—			1,943
Short-term investments, primarily cash equivalents	331		—		—			—			331
Subtotal of nuclear decommissioning trusts4	3,380		1,102		—			—			4,482
Total assets	3,419		1,113		372			(10		)	4,894
Liabilities at fair value
Derivative contracts	—		37		1,177			(20		)	1,194
Total liabilities	—		37		1,177			(20		)	1,194
Net assets (liabilities)	$	3,419	$	1,076	$	(805	)	$	10		$	3,700

	December 31, 2012
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1			Total
Assets at fair value
Derivative contracts	$	—	$	8	$	221		$	(15	)	$	214
Other	13		—		—			—			13
Nuclear decommissioning trusts:
Stocks2	2,271		—		—			—			2,271
Fixed income3	477		1,180		—			—			1,657
Short-term investments, primarily cash equivalents	121		—		—			—			121
Subtotal of nuclear decommissioning trusts4	2,869		1,180		—			—			4,049
Total assets	2,882		1,188		221			(15		)	4,276
Liabilities at fair value
Derivative contracts	—		115		1,012			(62		)	1,065
Total liabilities	—		115		1,012			(62		)	1,065
Net assets (liabilities)	$	2,882	$	1,073	$	(791	)	$	47		$	3,211

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% and 66% of SCE's equity investments were located in the United States at December 31, 2013 and 2012, respectively.

³  Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $47 million and $56 million at December 31, 2013 and 2012, respectively.

⁴  Excludes 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.

Summary of Changes in Fair Value of Level 3 Net Derivative Assets and Liabilities

The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:

	December 31,
(in millions)	2013			2012
Fair value of net liabilities at beginning of period	$	(791	)	$	(754	)
Total realized/unrealized gains (losses):
Included in regulatory assets and liabilities1	23			(70		)
Purchases	65			104
Settlements	(102		)	(71		)
Fair value of net liabilities at end of period	$	(805	)	$	(791	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	33		$	(119	)

¹  Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.

Valuation Techniques and Significant Unobservable Inputs Used to Determine Fair Value for Level 3 Assets and Liabilities

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)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
December 31, 2013	$	366	$	—	Market simulation model	Load forecast	7,603 MW - 24,896MW
						Power prices	$(9.86) - $108.56
						Gas prices	$3.50 - $7.10
December 31, 2012	186		—		Market simulation model	Load forecast	7,597 MW - 26,612 MW
						Power prices	$(13.90) - $226.75
						Gas prices	$2.95 - $7.78
Tolling
December 31, 2013	5		1,175		Option model	Volatility of gas prices	16% - 35% (21%)
						Volatility of power prices	25% - 45% (30%)
						Power prices	$38.00 - $63.90 ($47.40)
December 31, 2012	4		1,005		Option model	Volatility of gas prices	17% - 36% (22%)
						Volatility of power prices	26% - 64% (29%)
						Power prices	$35.00 - $84.10 ($55.40)

Carrying Amounts and Fair Values of Long-term Debt, Including Current Portion

The carrying value and fair value of Edison International and SCE's long-term debt:

	December 31, 2013				December 31, 2012
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Edison International	$	10,426	$	11,084	$	9,231	$	10,944
SCE	10,022		10,656		8,828		10,505

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Debt and Credit Agreements (Credit Agreements and Short-Term Debt) (Details) (USD $) In Millions, unless otherwise specified									12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Revolving credit facility maturing in July 2018	Dec. 31, 2013 Southern California Edison	Dec. 31, 2012 Southern California Edison	Dec. 31, 2013 Southern California Edison Revolving credit facility maturing in July 2018	Dec. 31, 2013 Commercial paper Southern California Edison Revolving credit facility maturing in July 2018	Dec. 31, 2012 Commercial paper Southern California Edison Revolving credit facility maturing in July 2018	Dec. 31, 2013 Letters of credit Southern California Edison Revolving credit facility maturing in July 2018
Short-term Debt [Line Items]
Commitment	$ 1,250		$ 1,250			$ 2,750
Outstanding borrowings	(34)		(34)			(175)
Outstanding letters of credit			0			(116)
Amount available			1,216			2,459
Letters of credit expiration period									12 months
Short-term debt	$ 209	$ 175		$ 175	$ 175			$ 175
Weighted average interest rate (as a percent)	0.55%						0.24%	0.37%

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Third-Party Power Purchase Agreements

SCE enters into various agreements 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, 2013, SCE had 108 renewable energy contracts that were approved by the CPUC and met critical contract provisions which expire at various dates between 2014 and 2035.

• 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, 2013, SCE had 139 QF contracts which expire at various dates between 2014 and 2030.

• 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 32 combined heat and power contracts, 15 tolling arrangements, 4 power call options and 55 resource adequacy contracts. SCE's obligations under a portion of these agreements are limited to payments for the availability of such resources.

At December 31, 2013, 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
2014	$	796	$	312	$	1,033
2015	881		303		900
2016	936		245		701
2017	1,070		213		693
2018	1,091		170		571
Thereafter	17,806		186		1,992
Total future commitments	$	22,580	$	1,429	$	5,890

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 expected payments due under the contracts that are treated as operating and capital leases (these amounts are also included in the table above). The future expected 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
2014	$	1,273	$	33
2015	1,345		33
2016	1,271		33
2017	1,379		33
2018	1,272		33
Thereafter	17,616		356
Total future commitments	$	24,156	$	521
Amount representing executory costs			(118		)
Amount representing interest			(194		)
Net commitments			$	209

Operating lease expense for these power purchase agreements was $1.5 billion in 2013, $1.3 billion in 2012 and $1.4 billion in 2011. 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, 2013 and 2012, SCE's net capital leases reflected in utility plant on the consolidated balance sheets were $209 million and $216 million, including accumulated amortization of $39 million and $33 million, respectively. SCE had $6 million and $6 million included in "Other current liabilities" and $203 million and $210 million included in "Other deferred credits and other liabilities," 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.

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
2014	$	76
2015	65
2016	52
2017	36
2018	30
Thereafter	194
Total future commitments	$	453

Operating lease expense for other leases (primarily related to vehicles, office space and other equipment) were $78 million in 2013, $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		Total
Other contractual obligations	$	123	$	105	$	85	$	66	$	160	$	612	$	1,151

Costs incurred for other commitments were $153 million in 2013, $249 million in 2012 and $281 million in 2011. SCE has fuel supply contracts which require payment only if the fuel is made available for purchase.

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, SCE had accrued a liability of $33 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.

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.

San Onofre

SCE believes that the actions taken and costs incurred in connection with the San Onofre replacement steam generators and outages have been prudent. Accordingly, SCE considers its operating, capital, and market power costs recoverable through base rates and the ERRA balancing account (as reduced by the impairment recorded in 2013). 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. SCE will pursue recoveries arising from available agreements, but there is no assurance that SCE will recover all of its applicable costs pursuant to these arrangements. See Note 9 for further details.

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 submitted its Plan of Reorganization in December 2013 ("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. 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 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 not in accordance with fiduciary duties owed to EME and its creditors, that amending 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 for shared services, that Edison International and certain of its competitive subsidiaries are alter egos of, 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 was a violation of the automatic stay in the EME bankruptcy. Edison International has not been served with a complaint by EME, but if served would vigorously contest such allegations.

Edison International has filed claims against EME for payment of EME’s allocated or stand-alone pension and tax liabilities. On January 2, 2014, EME filed its objections 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 subject to the approval of 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 damage to SCE’s electric system and service outages for 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 investigation 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.

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 1985 – 1986 and 2007 – 2010, constituted plant “major modifications” and the plant's failure to obtain permits and install best available control technology ("BACT") violated the PSD 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 if such new regulations are adopted. 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, Edison International's recorded estimated minimum liability to remediate its 19 identified sites in which the upper end of the range of the costs is at least $1 million at SCE was $110 million, including $73 million related to San Onofre. In addition to these sites, SCE also has 39 immaterial sites for which the total minimum recorded liability was $4 million. Of the $114 million total environmental remediation liability for SCE, $110 million has been recorded as a 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 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 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 four years are expected to range from $6 million to $27 million. Costs incurred for years ended December 31, 2013, 2012 and 2011 were $8 million, $10 million and $16 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 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 San Onofre and Palo Verde have purchased the maximum private primary insurance available ($375 million). 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.

Based on its ownership interests, SCE could be required to pay a maximum of approximately $255 million per nuclear incident. However, it would have to pay no more than approximately $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 excess property damage and accidental outage insurance policies. At San Onofre and Palo Verde, property damage insurance covers losses up to $500 million, including decontamination costs. Decontamination liability and excess property damage coverage exceeding the primary $500 million also has been purchased in amounts greater than the federal requirement of a minimum of approximately $1.06 billion. 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 million per year. Insurance premiums are charged to operating expense.

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 September 1, 2013, Edison International, renewed its liability insurance coverage, which included coverage for SCE's wildfire liabilities up to a $500 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 1, 2013 to May 31, 2014). SCE also has additional coverage for certain wildfire liabilities of $450 million, which applies when total covered wildfire claims exceed $550 million, through May 31, 2014. 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 the current license period.

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 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 share 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; 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 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. Additional legal action would be necessary to recover damages incurred after December 31, 2010. 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.

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Debt and Credit Agreements (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Long-term debt

The following table summarizes long-term debt (rates and terms are as of December 31, 2013) of Edison International and SCE:

	December 31,
(in millions)	2013			2012
Edison International Parent and Other:
Debentures and notes:
2017 (3.75%)	$	400		$	400
Other long-term debt	4			4
Current portion of long-term debt	(1		)	—
Unamortized debt discount, net	—			(1		)
Total Edison International Parent and Other	403			403
SCE:
First and refunding mortgage bonds:
2014 – 2043 (3.5% to 6.05% and floating)	8,975			7,775
Pollution-control bonds:
2028 – 2035 (1.375% to 5.0% and variable)	939			939
Bonds repurchased	(161		)	(161		)
Debentures and notes:
2029 – 2053 (5.06% to 6.65%)	307			307
Current portion of long-term debt	(600		)	—
Unamortized debt discount, net	(38		)	(32		)
Total SCE	9,422			8,828
Total Edison International	$	9,825		$	9,231

Long-term debt maturities

Edison International and SCE long-term debt maturities over the next five years are the following:

(in millions)	Edison International		SCE
2014	$	601	$	600
2015	300		300
2016	401		400
2017	400		—
2018	400		400

Summary for status of credit facilities

The following table summarizes the status of the credit facilities at December 31, 2013:

(in millions)	Edison International Parent			SCE
Commitment	$	1,250		$	2,750
Outstanding borrowings	(34		)	(175		)
Outstanding letters of credit	—			(116		)
Amount available	$	1,216		$	2,459

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Other Investments (Summary of Changes in Fair Value of the Nuclear Decommissioning Trusts) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary Of Changes In The Fair Value [Roll Forward]
Balance at end of period	$ 4,494	$ 4,048
Southern California Edison
Summary Of Changes In The Fair Value [Roll Forward]
Balance at beginning of period	4,048	3,592	3,480
Gross realized gains	300	73	108
Gross realized losses	(32)	(5)	(17)
Unrealized gains (losses), net	160	276	(7)
Other-than-temporary impairments	(47)	(36)	(47)
Interest, dividends, contributions and other	65	148	75
Balance at end of period	$ 4,494	$ 4,048	$ 3,592

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2013

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Included in the Edison International accumulated other comprehensive loss at December 31, 2011 was $34 million (net 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:

	Edison International							SCE
	Years ended December 31,
(in millions)	2013			2012				2013			2012
Beginning balance	$	(87	)	$	(100	)	1	$	(29	)	$	(24	)
Pension and PBOP – net loss:
Other comprehensive income (loss) before reclassifications	63			15				13			(9		)
Reclassified from accumulated other comprehensive income2	9			(2		)		3			4
Other	2			—				2			—
Change	74			13				18			(5		)
Ending balance	$	(13	)	$	(87	)		$	(11	)	$	(29	)

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.

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Derivative Instruments and Hedging Activities (Balance Sheet Disclosures) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value of Derivative Instruments
Short-Term, Derivative Assets	$ 122	$ 129
Long-Term, Derivative Assets	251	85
Short-Term, Derivative Liabilities	152	126
Long-Term, Derivative Liabilities	1,042	939
Southern California Edison
Fair Value of Derivative Instruments
Short-Term, Derivative Assets	122	129
Long-Term, Derivative Assets	251	85
Short-Term, Derivative Liabilities	152	126
Long-Term, Derivative Liabilities	1,042	939
Southern California Edison | Electric Utility
Fair Value of Derivative Instruments
Short-Term, Derivative Assets	122	129
Long-Term, Derivative Assets	251	85
Derivative Assets, Total	373	214
Short-Term, Derivative Liabilities	152	126
Long-Term, Derivative Liabilities	1,042	939
Derivative Liabilities, Total	1,194	1,065
Net Liability	821	851
Fair value of derivative liabilities	1,194	1,065
Southern California Edison | Electric Utility | Economic hedges
Fair Value of Derivative Instruments
Short-Term, Derivative Assets	141	151
Long-Term, Derivative Assets	251	91
Derivative Assets, Total	392	242
Short-Term, Derivative Liabilities	178	186
Long-Term, Derivative Liabilities	1,045	954
Derivative Liabilities, Total	1,223	1,140
Net Liability	831	898
Fair value of derivative liabilities	1,223	1,140
Southern California Edison | Electric Utility | Netting and Collateral
Fair Value of Derivative Instruments
Short-Term, Derivative Assets	(19)	(22)
Long-Term, Derivative Assets	0	(6)
Derivative Assets, Total	(19)	(28)
Short-Term, Derivative Liabilities	(19)	(22)
Long-Term, Derivative Liabilities	0	(6)
Derivative Liabilities, Total	(19)	(28)
Net Liability	0	0
Fair value of derivative liabilities	(19)	(28)
Southern California Edison | Electric Utility | Cash collateral posted
Fair Value of Derivative Instruments
Short-Term, Derivative Assets	0	0
Long-Term, Derivative Assets	0	0
Derivative Assets, Total	0	0
Short-Term, Derivative Liabilities	(7)	(38)
Long-Term, Derivative Liabilities	(3)	(9)
Derivative Liabilities, Total	(10)	(47)
Net Liability	(10)	(47)
Fair value of derivative liabilities	$ (10)	$ (47)

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Preferred and Preference Stock of Utility (Schedule of Preferred and Preference Stock) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Preferred and Preference Stock of Utility
Preferred and preference stock of utility	$ 1,753	$ 1,759
Southern California Edison
Preferred and Preference Stock of Utility
Preferred and preference stock of utility	1,795	1,795
Southern California Edison | 4.08% Series
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	650,000
Redemption Price (in dollars per share)	$ 25.5
Preferred stock before issuance costs	16	16
Preference stock (as a percent)	4.08%
Southern California Edison | 4.24% Series
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	1,200,000
Redemption Price (in dollars per share)	$ 25.8
Preferred stock before issuance costs	30	30
Preference stock (as a percent)	4.24%
Southern California Edison | 4.32% Series
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	1,653,429
Redemption Price (in dollars per share)	$ 28.75
Preferred stock before issuance costs	41	41
Preference stock (as a percent)	4.32%
Southern California Edison | 4.78% Series
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	1,296,769
Redemption Price (in dollars per share)	$ 25.8
Preferred stock before issuance costs	33	33
Preference stock (as a percent)	4.78%
Southern California Edison | Preferred and Preference Stock
Preferred and Preference Stock of Utility
Preferred stock before issuance costs	1,795	1,795
Less issuance costs	(42)	(36)
Preferred and preference stock of utility	1,753	1,759
Southern California Edison | 5.07% Series A (variable and noncumulative)
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	3,250,000
Redemption Price (in dollars per share)	$ 100
Preferred stock before issuance costs	325	325
Preference stock (as a percent)	4.32%
Southern California Edison | 6.125% Series B (noncumulative)
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	2,000,000
Redemption Price (in dollars per share)	$ 100
Preferred stock before issuance costs	0	200
Preference stock (as a percent)	6.125%
Southern California Edison | 6.00% Series C (noncumulative)
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	2,000,000
Redemption Price (in dollars per share)	$ 100
Preferred stock before issuance costs	0	200
Preference stock (as a percent)	6.00%
Southern California Edison | 6.50% Series D (cumulative)
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	1,250,000
Redemption Price (in dollars per share)	$ 100
Preferred stock before issuance costs	125	125
Preference stock (as a percent)	6.50%
Southern California Edison | 6.25% Series E (cumulative)
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	350,000
Redemption Price (in dollars per share)	$ 1,000
Preferred stock before issuance costs	350	350
Preference stock (as a percent)	6.25%
Southern California Edison | 5.625% Series F (cumulative)
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	190,004
Redemption Price (in dollars per share)	$ 2,500
Preferred stock before issuance costs	475	475
Preference stock (as a percent)	5.625%
Southern California Edison | 5.10% Series G [Member]
Preferred and Preference Stock of Utility
Shares Outstanding (shares)	160,004
Redemption Price (in dollars per share)	$ 2,500
Preferred stock before issuance costs	$ 400	$ 0
Preference stock (as a percent)	5.10%

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Cash flows from operating activities:
Net income (loss)	$ 1,015		$ (92)		$ 22
Less: Income (loss) from discontinued operations, net of tax	36		(1,686)	[1]	(1,078)
Income from continuing operations	979	[2]	1,594	[3],[4]	1,100
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,622		1,562		1,427
Regulatory impacts of net nuclear decommissioning trust earnings	312		192		146
Asset impairment	575		0		0
Deferred income taxes and investment tax credits	345		141		708
Other	88		138		175
Changes in operating assets and liabilities:
Receivables	(56)		(13)		(46)
Inventory	80		10		(18)
Accounts payable	45		14		45
Other current assets and liabilities	(247)		303		(79)
Derivative assets and liabilities, net	(30)		262		382
Regulatory assets and liabilities, net	322		314		1,080
Other noncurrent assets and liabilities	(188)		82		521
Operating cash flows from continuing operations	3,203		3,971		3,281
Operating cash flows from discontinued operations, net	0		(637)		625
Net cash provided by operating activities	3,203		3,334		3,906
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 matured or repurchased	(1,017)		(6)		(100)
Bonds remarketed, net	195		0		0
Preference stock issued, net	387		804		123
Preference stock redeemed	(400)		(75)		0
Short-term debt financing, net	32		(264)		410
Settlements of stock-based compensation, net	(48)		(68)		(15)
Dividends to noncontrolling interests	(101)		(82)		(59)
Dividends paid	(440)		(424)		(417)
Financing cash flows from continuing operations	581		276		829
Financing cash flows from discontinued operations, net	0		374		278
Net cash provided by financing activities	581		650		1,107
Cash flows from investing activities:
Capital expenditures	(3,599)		(4,149)		(4,122)
Proceeds from sale of nuclear decommissioning trust investments	5,617		2,122		2,773
Purchases of nuclear decommissioning trust investments and other	(5,951)		(2,337)		(2,940)
Proceeds from sale of assets	181		114		0
Other	(56)		4		34
Investing cash flows from continuing operations	(3,808)		(4,246)		(4,255)
Investing cash flows from discontinued operations, net	0		(1,037)		(678)
Net cash used by investing activities	(3,808)		(5,283)		(4,933)
Net increase (decrease) in cash and cash equivalents	(24)		(1,299)		80
Cash and cash equivalents at beginning of year	170		1,469		1,389
Cash and cash equivalents at end of year	146		170		1,469
Cash and cash equivalents from discontinued operations	0		0		1,300
Cash and cash equivalents from continuing operations	146		170		169
Southern California Edison
Cash flows from operating activities:
Net income (loss)	1,000	[2],[3],[4]	1,660	[3],[4]	1,144
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,622		1,562		1,426
Regulatory impacts of net nuclear decommissioning trust earnings	312		192		146
Asset impairment	575		0		0
Deferred income taxes and investment tax credits	420		256		852
Other	(86)		(189)		(148)
Changes in operating assets and liabilities:
Receivables	(57)		(23)		(44)
Inventory	80		10		(18)
Accounts payable	59		(9)		11
Other current assets and liabilities	(264)		368		(219)
Derivative assets and liabilities, net	(30)		(86)		730
Regulatory assets and liabilities, net	322		(34)		1,428
Other noncurrent assets and liabilities	(197)		(67)		513
Net cash provided by operating activities	3,284		4,086		3,261
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 matured or repurchased	(1,016)		(6)		(100)
Bonds remarketed, net	195		0		0
Preference stock issued, net	387		804		123
Preference stock redeemed	(400)		(75)		0
Short-term debt financing, net	(1)		(250)		419
Settlements of stock-based compensation, net	(43)		(57)		(10)
Dividends paid	(587)		(551)		(520)
Net cash provided by financing activities	508		256		799
Cash flows from investing activities:
Capital expenditures	(3,598)		(4,149)		(4,122)
Proceeds from sale of nuclear decommissioning trust investments	5,617		2,122		2,773
Purchases of nuclear decommissioning trust investments and other	(5,951)		(2,337)		(2,940)
Proceeds from sale of assets	181		0		0
Other	32		(10)		(29)
Net cash used by investing activities	(3,783)		(4,354)		(4,260)
Net increase (decrease) in cash and cash equivalents	9		(12)		(200)
Cash and cash equivalents at beginning of year	45		57		257
Cash and cash equivalents at end of year	$ 54		$ 45		$ 57

[1] During the fourth quarter of 2012, Edison International recorded a full impairment of its investment in EME. See Note 16 for further information.

[2] During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

[3] 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.

[4] During the fourth quarter of 2012, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Net income (loss)	$ 1,015		$ (92)		$ 22
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	0		5		0
Unrealized loss on derivatives qualified as cash flow hedges:
Unrealized holding gain (loss) arising during the period, net of income tax benefit of $15 and $7 for the years ended December 31, 2012 and 2011, respectively	0		(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	0		55		(38)
Other, net of income tax expense of $1 for the year ended December 31, 2013	2		0		0
Other comprehensive income (loss)	74		52		(63)
Comprehensive income (loss)	1,089		(40)		(41)
Less: Comprehensive income attributable to noncontrolling interests	100		91		59
Comprehensive income attributable to Company	989		(131)		(100)
Southern California Edison
Net income (loss)	1,000	[1],[2],[3]	1,660	[1],[2]	1,144
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	16		(5)		1
Unrealized loss on derivatives qualified as cash flow hedges:
Other, net of income tax expense of $1 for the year ended December 31, 2013	2		0		0
Other comprehensive income (loss)	18		(5)		1
Comprehensive income (loss)	$ 1,018		$ 1,655		$ 1,145

[1] 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.

[2] During the fourth quarter of 2012, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.

[3] During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

    Income Taxes

Current and Deferred Taxes

Edison International's sources of income (loss) before income taxes are:

	Years ended December 31,
(in millions)	2013		2012			2011
Income from continuing operations before income taxes	$	1,221	$	1,861		$	1,668
Discontinued operations before income taxes	—		(2,235		)	(1,931		)
Income (loss) before income tax	$	1,221	$	(374	)	$	(263	)

The components of income tax expense (benefit) by location of taxing jurisdiction are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012		2011
Current:
Federal	$	(97	)	$	—		$	(279	)	$	(119	)	$	—	$	(275	)
State	(9		)	—			80			(19		)	50		91
	(106		)	—			(199		)	(138		)	50		(184		)
Deferred:
Federal	317			132			727			345			136		757
State	31			135			40			72			28		28
	348			267			767			417			164		785
Total continuing operations	242			267			568			279			214		601
Discontinued operations	(36		)	(549		)	(853		)	—			—		—
Total	$	206		$	(282	)	$	(285	)	$	279		$	214	$	601

The components of net accumulated deferred income tax liability are:

	Edison International					SCE
	December 31,
(in millions)	2013			2012		2013			2012
Deferred tax assets:
Property and software related	$	523		$	600	$	523		$	600
Unrealized gains and losses	579			491		569			477
Loss and credit carryforwards	2,228			1,515		427			125
Regulatory balancing accounts	139			80		139			80
Pension and PBOPs	264			275		86			99
Other	721			723		563			625
Sub-total	4,454			3,684		2,307			2,006
Less valuation allowance	1,380			1,017		—			—
Total	3,074			2,667		2,307			2,006
Deferred tax liabilities:
Property-related	7,879			7,289		7,869			7,279
Capitalized software costs	318			325		318			325
Regulatory balancing accounts	625			296		625			296
Unrealized gains and losses	569			477		569			477
Other	503			471		399			379
Total	9,894			8,858		9,780			8,756
Accumulated deferred income tax liability, net	$	6,820		$	6,191	$	7,473		$	6,750
Classification of accumulated deferred income taxes, net:
Included in deferred credits and other liabilities	$	7,241		$	6,127	$	7,737		$	6,669
Included in current liabilities (assets)	(421		)	64		(264		)	81

Net Operating Loss and Tax Credit Carryforwards

As 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.

As of December 31, 2013, SCE has $371 million of 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 losses and tax credit 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 Edison International’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 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 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 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. See Note 16 for subsequent events related to the EME bankruptcy.

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:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Income from continuing operations before income taxes	$	1,221		$	1,861		$	1,668		$	1,279		$	1,874		$	1,745
Provision for income tax at federal statutory rate of 35%	427			652			584			448			656			611
Increase (decrease) in income tax from:
Items presented with related state income tax, net:
Repair deductions1	—			(231		)	—			—			(231		)	—
State tax, net of federal benefit	18			108			85			34			54			80
Property-related2	(192		)	(223		)	(46		)	(192		)	(223		)	(46		)
Accumulated deferred income tax adjustments	—			(41		)	(30		)	—			(41		)	(30		)
Change related to uncertain tax positions	14			40			—			14			36			(3		)
Other	(25		)	(38		)	(25		)	(25		)	(37		)	(11		)
Total income tax expense from continuing operations	$	242		$	267		$	568		$	279		$	214		$	601
Effective tax rate	19.8		%	14.3		%	34.1		%	21.8		%	11.4		%	34.4		%

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. 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. 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.

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.

Unrecognized Tax Benefits

The following table provides a reconciliation of unrecognized tax benefits for continuing and discontinued operations:

	Edison International									SCE
	December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Balance at January 1,	$	812		$	631		$	565		$	571		$	373		$	329
Tax positions taken during the current year:
Increases	19			33			39			22			35			34
Tax positions taken during a prior year:
Increases	43			177			102			45			169			82
Decreases	(109		)	(11		)	(75		)	(106		)	(6		)	(72		)
Increases (decreases) – deconsolidation of EME 1	50			(18		)	—			—			—			—
Decreases for settlements during the period	—			—			—			—			—			—
Balance at December 31,	$	815		$	812		$	631		$	532		$	571		$	373

¹ Unrecognized tax benefits of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for tax liabilities that Edison International is jointly liable with EME under the Internal Revenue Code and applicable state statues. See Note 16 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 $50 million as a result of unfavorable developments during the fourth quarter of 2013.

As of December 31, 2013 and 2012, if recognized, $653 million and $622 million respectively, of the unrecognized tax benefits would impact Edison International's effective tax rate; and $374 million and $388 million, respectively, of the unrecognized tax benefits would impact SCE's effective tax rate.

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.

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 repair allowance deduction (similar to the 2003 – 2006 tax years). The proposed adjustment to disallow a component of SCE's repair allowance deduction, if sustained, would result in a federal tax payment of approximately $74 million, including interest through December 31, 2013. Edison International disagrees with the proposed adjustment and filed a protest with the IRS in April 2013.

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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Accrued interest and penalties	$	406	$	278	$	88	$	87

The net after-tax interest and penalties recognized in income tax expense are:

	Edison International									SCE
	December 31,
(in millions)	2013			2012			2011			2013		2012			2011
Net after-tax interest and penalties tax benefit (expense)	$	(3	)	$	(10	)	$	(8	)	$	2	$	(11	)	$	(8	)

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Commitments and Contingencies (Power Purchase Agreement - Operating and Capital Leases) (Details) (Southern California Edison, USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Operating Leases
Operating Leases
2014	$ 1,273
2015	1,345
2016	1,271
2017	1,379
2018	1,272
Thereafter	17,616
Total future commitments	24,156
Capital Leases
Capital Leases
2014	33
2015	33
2016	33
2017	33
2018	33
Thereafter	356
Total future commitments	521
Amount representing executory costs	(118)
Amount representing interest	(194)
Net commitments	$ 209

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Compensation and Benefit Plans (Restricted Stock Unit Activity) (Details) (Restricted Stock Units (RSUs), USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (number of shares)	679,468
Granted (number of shares)	154,401
Forfeited (number of shares)	(38,343)
Vested (number of shares)	(255,837)
Affiliate transfers, net (number of shares)	0
Ending balance (number of shares)	539,689
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average grant date fair value (dollars per share)	$ 38.09
Granted, weighted average grant date fair value (dollars per share)	$ 48.45
Forfeited, weighted average grant date fair value (dollars per share)	$ 42.15
Vested, weighted average grant date fair value (dollars per share)	$ 34.17
Affiliate transfers, net, weighted average grant date fair value (dollars per share)	$ 0.00
Ending balance, weighted average grant date fair value (dollars per share)	$ 42.70
Southern California Edison
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (number of shares)	368,553
Granted (number of shares)	99,616
Forfeited (number of shares)	(26,328)
Vested (number of shares)	(151,836)
Affiliate transfers, net (number of shares)	(2,834)
Ending balance (number of shares)	292,839
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average grant date fair value (dollars per share)	$ 38.07
Granted, weighted average grant date fair value (dollars per share)	$ 48.47
Forfeited, weighted average grant date fair value (dollars per share)	$ 42.96
Vested, weighted average grant date fair value (dollars per share)	$ 34.59
Affiliate transfers, net, weighted average grant date fair value (dollars per share)	$ 38.10
Ending balance, weighted average grant date fair value (dollars per share)	$ 42.98

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Compensation and Benefit Plans (Supplemental Data on Stock-Based Compensation) (Details) (Employee Stock Option, USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value per option granted (dollars per share)	$ 5.40	$ 5.22	$ 5.61
Fair value of options vested	$ 17	$ 17	$ 18
Cash used to purchase shares to settle options	199	169	90
Cash from participants to exercise stock options	140	101	59
Value of options exercised	59	68	31
Tax benefits from options exercised	24	27	12
Southern California Edison
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value per option granted (dollars per share)	$ 5.38	$ 5.22	$ 5.61
Fair value of options vested	10	10	10
Cash used to purchase shares to settle options	130	96	46
Cash from participants to exercise stock options	92	59	28
Value of options exercised	38	37	18
Tax benefits from options exercised	$ 15	$ 15	$ 7

XML

Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Feb. 21, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	EDISON INTERNATIONAL
Entity Central Index Key	0000827052
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		325,811,206
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 16.0
Southern California Edison
Document And Entity Information [Abstract]
Entity Registrant Name	SOUTHERN CALIFORNIA EDISON CO
Entity Central Index Key	0000092103
Entity Common Stock, Shares Outstanding		434,888,104
Entity Public Float			$ 0

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Compensation and Benefit Plans

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Compensation and Benefit Plans

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		SCE
(in millions)	Years ended December 31,
2013	$	76	$	76
2012	85		84
2011	84		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 million and $173 million, respectively, for the year ending December 31, 2014. Annual contributions made 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.

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, 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 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.

Information on pension plan assets and benefit obligations for continuing and discontinued operations is shown below.

	Edison International						SCE
	Years ended December 31,
(in millions)	2013			2012			2013			2012
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	4,948		$	4,493		$	4,434		$	4,112
Service cost	174			179			154			156
Interest cost	182			196			164			176
Liability transferred to Edison International	—			23			—			(92		)
Actuarial (gain) loss	(330		)	370			(277		)	318
Curtailment	—			(26		)	—			—
Benefits paid	(796		)	(253		)	(754		)	(236		)
Deconsolidation of EME1	—			(34		)	—			—
Projected benefit obligation at end of year	$	4,178		$	4,948		$	3,721		$	4,434
Change in plan assets
Fair value of plan assets at beginning of year	$	3,542		$	3,153		$	3,320		$	2,971
Actual return on plan assets	540			460			505			431
Employer contributions	191			182			165			154
Benefits paid	(796		)	(253		)	(754		)	(236		)
Fair value of plan assets at end of year	$	3,477		$	3,542		$	3,236		$	3,320
Funded status at end of year	$	(701	)	$	(1,406	)	$	(485	)	$	(1,114	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(15	)	$	(19	)	$	(5	)	$	(6	)
Long-term liabilities	(686		)	(1,387		)	(480		)	(1,108		)
	$	(701	)	$	(1,406	)	$	(485	)	$	(1,114	)
Amounts recognized in accumulated other comprehensive loss consist of:
Net loss	$	30		$	127		$	33		$	40
Amounts recognized as a regulatory asset:
Prior service cost	$	25		$	30		$	25		$	30
Net loss	328			999			328			999
	$	353		$	1,029		$	353		$	1,029
Total not yet recognized as expense	$	383		$	1,156		$	386		$	1,069
Accumulated benefit obligation at end of year	$	4,015		$	4,609		$	3,599		$	4,171
Pension plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation	$	4,178		$	4,948		$	3,721		$	4,434
Accumulated benefit obligation	4,015			4,609			3,599			4,171
Fair value of plan assets	3,477			3,542			3,236			3,320
Weighted-average assumptions used to determine obligations at end of year:
Discount rate	4.75		%	3.75		%	4.75		%	3.75		%
Rate of compensation increase	4.0		%	4.5		%	4.0		%	4.5		%

¹  The retirement plan liabilities of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for qualified pension plans that Edison International is jointly liable with EME under the Internal Revenue Code. See Note 16 for further information.

Pension expense components for continuing operations are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	162		$	163		$	149		$	159		$	160		$	145
Interest cost	170			183			196			167			180			192
Expected return on plan assets	(222		)	(217		)	(226		)	(222		)	(217		)	(225		)
Settlement costs1	87			5			—			85			4			—
Amortization of prior service cost	5			3			7			5			3			7
Amortization of net loss2	39			61			25			35			57			22
Expense under accounting standards	241			198			151			229			187			141
Regulatory adjustment (deferred)	(53		)	(19		)	(28		)	(53		)	(19		)	(28		)
Total expense recognized	$	188		$	179		$	123		$	176		$	168		$	113

¹  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International was $2 million for the year ended December 31, 2013.

²  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $11 million and $7 million for the year ended December 31, 2013, respectively.

Under GAAP, a settlement is recorded when lump-sum payments exceed estimated annual service and interest costs. Lump-sum payments to employees retiring in 2013 from the SCE Retirement Plan (primarily due to workforce reductions described below) exceeded the estimated service and interest costs for the year. 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 resulted in total actuarial gains of $563 million, including $558 million for SCE. The actuarial 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.

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 $478 million, including $449 million for SCE, at December 31, 2013 compared to $1.11 billion, including $1.07 billion for SCE, at December 31, 2012.

Other changes in pension plan assets and benefit obligations recognized in other comprehensive income 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

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 2014 for continuing operations are as follows:

(in millions)	Edison International		SCE
Unrecognized net loss to be amortized1	$	5	$	2
Unrecognized prior service cost to be amortized	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 million and $4 million, respectively.

Edison International and SCE used the following weighted-average assumptions to determine pension expense for continuing operations:

	Years ended December 31,
	2013		2012		2011
Discount rate	4.13	%	4.5	%	5.25	%
Rate of compensation increase	4.5	%	4.5	%	5.0	%
Expected long-term return on plan assets	7.0	%	7.5	%	7.5	%

The following benefit payments, which reflect expected future service, are expected to be paid:

	Edison International		SCE
(in millions)	Years ended December 31,
2014	$	265	$	202
2015	240		208
2016	249		214
2017	254		219
2018	257		227
2019 – 2023	1,323		1,196

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”) 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 by the employer) for PBOP benefits for SCE are $14 million for the year ended December 31, 2014. Annual contributions 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”) 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.

Information on PBOP Plan assets and benefit obligations for continuing and discontinued operations is shown below:

	Edison International						SCE
	Years ended December 31,
(in millions)	2013			2012			2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	2,460		$	2,553		$	2,452		$	2,415
Service cost	49			47			48			47
Interest cost	98			108			97			108
Special termination benefits	11			2			11			2
Actuarial gain	(313		)	(86		)	(312		)	(86		)
Plan participants' contributions	18			16			18			16
Medicare Part D subsidy received	—			4			—			4
Benefits paid	(103		)	(54		)	(103		)	(54		)
Deconsolidation of EME1	—			(130		)	—			—
Benefit obligation at end of year	$	2,220		$	2,460		$	2,211		$	2,452
Change in plan assets
Fair value of plan assets at beginning of year	$	1,800		$	1,570		$	1,800		$	1,570
Actual return on assets	317			212			317			212
Employer contributions	33			52			33			52
Plan participants' contributions	18			16			18			16
Medicare Part D subsidy received	—			4			—			4
Benefits paid	(103		)	(54		)	(103		)	(54		)
Fair value of plan assets at end of year	$	2,065		$	1,800		$	2,065		$	1,800
Funded status at end of year	$	(155	)	$	(660	)	$	(146	)	$	(652	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	(17	)	$	(18	)	$	(16	)	$	(18	)
Long-term liabilities	(138		)	(642		)	(130		)	(634		)
	$	(155	)	$	(660	)	$	(146	)	$	(652	)
Amounts recognized in accumulated other comprehensive loss (income) consist of:
Net loss	$	4		$	5		$	—		$	—
Amounts recognized as a regulatory asset (liability):
Prior service credit	$	(54	)	$	(89	)	$	(54	)	$	(89	)
Net loss	69			610			69			610
	$	15		$	521		$	15		$	521
Total not yet recognized as expense	$	19		$	526		$	15		$	521
Weighted-average assumptions used to determine obligations at end of year:
Discount rate	5.0		%	4.25		%	5.0		%	4.25		%
Assumed health care cost trend rates:
Rate assumed for following year	7.75		%	8.5		%	7.75		%	8.5		%
Ultimate rate	5.0		%	5.0		%	5.0		%	5.0		%
Year ultimate rate reached	2020			2020			2020			2020

¹ 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 (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									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	49		$	47		$	40		$	48		$	47		$	40
Interest cost	98			108			115			97			108			114
Expected return on plan assets	(114		)	(108		)	(111		)	(114		)	(109		)	(111		)
Special termination benefits1	11			2			—			11			2			—
Amortization of prior service credit	(36		)	(35		)	(35		)	(35		)	(35		)	(35		)
Amortization of net loss	24			39			26			24			39			26
Total expense	$	32		$	53		$	35		$	31		$	52		$	34

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 2014 for continuing operations are as follows:

(in millions)	Edison International			SCE
Unrecognized prior service credit to be amortized	$	(36	)	$	(36	)

Edison International and SCE used the following weighted-average assumptions to determine PBOP expense for continuing operations:

	Years ended December 31,
	2013		2012		2011
Discount rate	4.25	%	4.75	%	5.5	%
Expected long-term return on plan assets	6.7	%	7.0	%	7.0	%
Assumed health care cost trend rates:
Current year	8.5	%	9.5	%	9.75	%
Ultimate rate	5.0	%	5.25	%	5.5	%
Year ultimate rate reached	2020		2019		2019

A one-percentage-point change in assumed health care cost trend rate would have the following effects on continuing operations:

	Edison International					SCE
(in millions)	One-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 annual aggregate service and interest costs	11		(9		)	11		(9		)

The following benefit payments are expected to be paid:

	Edison International		SCE
(in millions)	Years ended December 31,
2014	$	92	$	92
2015	101		100
2016	107		106
2017	113		113
2018	119		119
2019 – 2023	668		666

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 2012 pension plan assets are 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 2012 PBOP plan assets 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.

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 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.

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, 2013 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
U.S. government and agency securities1	$	195	$	471	$	—	$	666
Corporate stocks2	653		—		—		653
Corporate bonds3	—		553		—		553
Common/collective funds4	—		546		—		546
Partnerships/joint ventures5	—		148		390		538
Other investment entities6	—		282		—		282
Registered investment companies7	112		81		—		193
Interest-bearing cash	12		—		—		12
Other	6		109		—		115
Total	$	978	$	2,190	$	390	$	3,558
Receivables and payables, net							(81		)
Net plan assets available for benefits							$	3,477
SCE's share of net plan assets							$	3,236
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, 2012 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
U.S. government and agency securities1	$	242	$	350	$	—	$	592
Corporate stocks2	743		—		—		743
Corporate bonds3	—		508		—		508
Common/collective funds4	—		635		—		635
Partnerships/joint ventures5	—		166		414		580
Other investment entities6	—		271		—		271
Registered investment companies7	98		28		—		126
Interest-bearing cash	24		—		—		24
Other	1		100		—		101
Total	$	1,108	$	2,058	$	414	$	3,580
Receivables and payables, net							(38		)
Net plan assets available for benefits							$	3,542
SCE's share of net plan assets							$	3,320
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 2013 and 2012, respectively, performance is primarily benchmarked against the Russell Indexes (51% and 60%) and Morgan Stanley Capital International (MSCI) index (49% and 40%).

³  Corporate bonds are diversified. At December 31, 2013 and 2012, respectively, this category includes $78 million and $65 million for collateralized mortgage obligations and other asset backed securities of which $15 million and $7 million are below investment grade.

⁴  At December 31, 2013 and 2012, 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% and 29%), Russell 1000 indexes (28% and 28%) and the MSCI Europe, Australasia and Far East (EAFE) Index (15% and 11%). A non-index U.S. equity fund representing 23% and 25% of this category for 2013 and 2012, respectively, is actively managed. Another fund representing 6% and 6% of this category for 2013 and 2012, respectively, is a global asset allocation fund.

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, 2013 and 2012, respectively, approximately 64% and 56% 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, 2013 and 2012, approximately 67% and 66%, 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			2012
Fair value, net at beginning of period	$	414		$	448
Actual return on plan assets:
Relating to assets still held at end of period	61			88
Relating to assets sold during the period	10			13
Purchases	45			98
Dispositions	(140		)	(233		)
Transfers in and/or out of Level 3	—			—
Fair value, net at end of period	$	390		$	414

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, 2013 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
Common/collective funds1	$	—	$	863	$	—	$	863
Corporate stocks2	451		—		—		451
Corporate notes and bonds3	—		250		—		250
Partnerships4	—		20		164		184
U.S. government and agency securities5	118		36		—		154
Registered investment companies6	52		5		—		57
Interest bearing cash	19		—		—		19
Other7	7		78		—		85
Total	$	647	$	1,252	$	164	$	2,063
Receivables and payables, net							2
Combined net plan assets available for benefits							$	2,065

The following table sets forth the VEBA Trust assets for SCE that were accounted for at fair value as of December 31, 2012 by asset class and level within the fair value hierarchy:

(in millions)	Level 1		Level 2		Level 3		Total
Common/collective funds1	$	—	$	723	$	—	$	723
Corporate stocks2	361		—		—		361
Corporate notes and bonds3	—		210		—		210
Partnerships4	—		17		166		183
U.S. government and agency securities5	131		31		—		162
Registered investment companies6	68		—		—		68
Interest bearing cash	24		—		—		24
Other7	6		104		—		110
Total	$	590	$	1,085	$	166	$	1,841
Receivables and payables, net							(41		)
Combined net plan assets available for benefits							$	1,800

¹  At December 31, 2013 and 2012, respectively, 60% 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% 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% and 6% of this category are invested in a privately managed bond fund and 7% and 6% 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% and 50%) and the MSCI All Country World (ACWI) index (50% and 50%) for 2013 and 2012, respectively.

³  Corporate notes and bonds are diversified and include approximately $29 million and $20 million for commercial collateralized mortgage obligations and other asset backed securities at December 31, 2013 and 2012, respectively.

⁴  At December 31, 2013 and 2012, respectively, 78% and 82% 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 million and $73 million of municipal securities at December 31, 2013 and 2012, respectively.

At December 31, 2013 and 2012, approximately 65% and 66%, 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			2012
Fair value, net at beginning of period	$	166		$	130
Actual return on plan assets
Relating to assets still held at end of period	24			20
Relating to assets sold during the period	5			5
Purchases	23			35
Dispositions	(54		)	(24		)
Transfers in and/or out of Level 3	—			—
Fair value, net at end of period	$	164		$	166

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, Edison International had approximately 23 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							SCE
	Years ended December 31,
(in millions)	2013		2012			2011		2013		2012			2011
Stock-based compensation expense1:
Stock options	$	15	$	18		$	14	$	11	$	10		$	9
Performance shares	4		7			5		2		4			3
Restricted stock units	7		9			6		4		5			4
Other	1		1			5		—		—			4
Total stock-based compensation expense	$	27	$	35		$	30	$	17	$	19		$	20
Income tax benefits related to stock compensation expense	$	11	$	14		$	12	$	7	$	8		$	8
Excess tax benefits (expense)2	5		(6		)	12		2		(13		)	11

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.

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,
	2013	2012	2011
Expected terms (in years)	6.2	6.9	7.0
Risk-free interest rate	1.0% – 2.1%	1.1% – 1.7%	1.4% – 3.1%
Expected dividend yield	2.7% – 3.1%	2.8% – 3.1%	3.1% – 3.5%
Weighted-average expected dividend yield	2.8%	3.0%	3.4%
Expected volatility	17.7% – 18.6%	17.4% – 18.3%	18.2% – 19.0%
Weighted-average volatility	17.7%	18.3%	18.9%

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. The volatility period used was 74 months, 83 months and 84 months at December 31, 2013, 2012 and 2011, respectively.

The following is a summary of the status of Edison International's stock options:

			Weighted-Average
	Stock options		Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Edison International:
Outstanding at December 31, 2012	19,231,723		$	37.96
Granted	2,778,766		48.46
Expired	(158,107	)	49.69
Forfeited	(540,782	)	42.55
Exercised	(4,084,755	)	34.54
Outstanding at December 31, 2013	17,226,845		40.22		5.78
Vested and expected to vest at December 31, 2013	16,715,413		40.13		5.71	$	115
Exercisable at December 31, 2013	10,118,484		38.26		4.24	88
SCE:
Outstanding at December 31, 2012	10,308,461		$	37.73
Granted	1,792,688		48.48
Expired	(97,000	)	49.63
Forfeited	(402,548	)	43.47
Exercised	(2,643,487	)	34.94
Transfers, net	87,884		36.67
Outstanding at December 31, 2013	9,045,998		40.28		5.92
Vested and expected to vest at December 31, 2013	8,737,930		40.17		5.84	$	60
Exercisable at December 31, 2013	5,080,978		37.96		4.29	46

At December 31, 2013, 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		SCE
Unrecognized compensation cost, net of expected forfeitures	$	13	$	10
Weighted-average period (in years)	2.2		2.3

Supplemental Data on Stock Options

	Edison International						SCE
	Years ended December 31,
(in millions, except per award amounts)	2013		2012		2011		2013		2012		2011
Stock options:
Weighted average grant date fair value per option granted	$	5.40	$	5.22	$	5.61	$	5.38	$	5.22	$	5.61
Fair value of options vested	17		17		18		10		10		10
Cash used to purchase shares to settle options	199		169		90		130		96		46
Cash from participants to exercise stock options	140		101		59		92		59		28
Value of options exercised	59		68		31		38		37		18
Tax benefits from options exercised	24		27		12		15		15		7

Performance Shares

A target number of contingent performance shares were awarded to executives in March 2013, 2012 and 2011 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. 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, the number of performance shares expected to be earned is subject to revision and update 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.

The following is a summary of the status of Edison International's nonvested performance shares:

	Equity Awards				Liability Awards
	Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Fair Value
Edison International:
Nonvested at December 31, 2012	242,421		$	38.86	242,071		$	46.23
Granted	73,679		50.87		73,483
Forfeited	(19,239	)	42.10		(19,197	)
Vested1	(140,164	)	30.97		(140,053	)
Nonvested at December 31, 2013	156,697		51.17		156,304		51.72
SCE:
Nonvested at December 31, 2012	131,940		$	38.87	131,691		$	46.19
Granted	47,548		50.92		47,377
Forfeited	(13,065	)	43.42		(13,029	)
Vested1	(76,705	)	31.02		(76,624	)
Affiliate transfers, net	943		40.15		942
Nonvested at December 31, 2013	90,661		51.19		90,357		51.22

¹  Relates to performance shares that will be paid in 2014 as performance targets were met at December 31, 2013.

Restricted Stock Units

Restricted stock units were awarded to Edison International's and SCE's executives in March 2013, 2012 and 2011 and vest and become payable in January 2016, 2015 and 2014, 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-days vesting period.

The following is a summary of the status of Edison International's nonvested restricted stock units:

	Edison International				SCE
	Restricted Stock Units		Weighted-Average Grant Date Fair Value		Restricted Stock Units		Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2012	679,468		$	38.09	368,553		$	38.07
Granted	154,401		48.45		99,616		48.47
Forfeited	(38,343	)	42.15		(26,328	)	42.96
Vested	(255,837	)	34.17		(151,836	)	34.59
Affiliate transfers, net	—		—		2,834		38.10
Nonvested at December 31, 2013	539,689		42.70		292,839		42.98

The fair value for each restricted stock unit awarded is determined as the closing price of Edison International common stock on the grant date.

Workforce Reductions

In 2012, 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. In addition, in June 2013, SCE announced plans to permanently retire San Onofre, which resulted in additional workforce reductions. See Note 9 for further information. Through December 31, 2013, SCE's share of estimated cash severance for these efforts totaled $213 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
Additions	101
Payments	(151		)
Balance at December 31, 2013	$	54

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.

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Compensation and Benefit Plans (Changes in Plan Assets and Benefits Obligations Recognized in OCI) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Unrecognized prior service cost (credit) to be amortized	$ 11
Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Unrecognized prior service cost (credit) to be amortized	(36)
Pension Plans
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Net (gain) loss	(33)	36	13
Amortization of net loss	(13)	(10)	(11)
Total recognized in other comprehensive loss	(46)	26	2
Total recognized in expense and other comprehensive income	142	205	125
Unrecognized net loss to be amortized	5
Unrecognized prior service cost (credit) to be amortized	5
Southern California Edison
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Unrecognized prior service cost (credit) to be amortized	7
Southern California Edison | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Unrecognized prior service cost (credit) to be amortized	(36)
Southern California Edison | Pension Plans
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]
Net (gain) loss	(24)	20	8
Amortization of net loss	(7)	(6)	(7)
Total recognized in other comprehensive loss	(31)	14	1
Total recognized in expense and other comprehensive income	145	182	114
Unrecognized net loss to be amortized	2
Unrecognized prior service cost (credit) to be amortized	$ 5

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Compensation and Benefit Plans (Unrecognized Compensation Costs) (Details) (Employee Stock Option, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Pension and Other Postretirement Benefits
Unrecognized compensation cost, net of expected forfeitures	$ 13
Weighed-average period (in years)	2 years 2 months 12 days
Southern California Edison
Pension and Other Postretirement Benefits
Unrecognized compensation cost, net of expected forfeitures	$ 10
Weighed-average period (in years)	2 years 3 months 18 days

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net gain (loss) arising during the period, tax	$ 13	$ 30	$ (9)
Net prior service cost (credit) arising during the period, tax	0	3	0
Unrealized holding gain (loss) arising during the period, tax	0	15	7
Reclassification adjustments included in net income (loss), tax	0	37	(25)
Comprehensive Income Other Adjustment, Tax	1
Southern California Edison
Net gain (loss) arising during the period, tax	9	(3)	1
Comprehensive Income Other Adjustment, Tax	$ 1

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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
Distribution	17,874			16,872
Generation	2,856			4,455
General plant and other	4,674			4,358
Accumulated depreciation	(7,493		)	(7,424		)
	27,028			25,320
Construction work in progress	3,219			4,271
Nuclear fuel, at amortized cost	132			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.

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, 2013 and 2012, capitalized software costs were $1.6 billion and $1.5 billion and accumulated amortization was $839 million and $651 million, respectively. Amortization expense for capitalized software was $251 million, $217 million and $156 million in 2013, 2012 and 2011, respectively. At December 31, 2013, amortization expense is estimated to be approximately $255 million annually for 2014 through 2018.

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.

The following is SCE's investment in each project as of December 31, 2013:

(in millions)	Plant in Service		Construction Work in Progress		Accumulated Depreciation		Nuclear Fuel (at amortized cost)		Net Book Value		Ownership Interest
Transmission systems:
Eldorado	$	87	$	10	$	15	$	—	$	82	62%
Pacific Intertie	189		7		74		—		122		50%
Generating stations:
Palo Verde (nuclear)	1,842		77		1,505		132		546		16%
Total	$	2,118	$	94	$	1,594	$	132	$	750

In addition to the projects above, SCE has ownership interests in jointly owned power poles with other companies.

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 ratepayers and, therefore, will not affect SCE's earnings.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 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. 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. SCE assesses, at the end of each reporting period, whether regulatory assets are probable of future recovery. See Note 11 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.

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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Money market funds	$	68	$	107	$	8	$	5

Cash is temporarily invested until required for check clearing from the primary disbursement accounts. 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				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Cash reclassified to accounts payable	$	168	$	247	$	163	$	242

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. 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 in certain such governmental agencies. RECs are the mechanism used to verify renewables portfolio standards 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 auction are recorded as a regulatory liability to be refunded to customers. SCE purchases GHG allowances from quarterly auctions or 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 million and $41 million at December 31, 2013 and 2012, respectively. GHG emission obligations were $102 million and zero at December 31, 2013 and 2012, 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.

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 plant	12 years to 60 years	38 years
Distribution plant	20 years to 60 years	40 years
Transmission plant	40 years to 65 years	46 years
General plant and other	5 years to 60 years	23 years

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 $1.31 billion, $1.26 billion and $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%, 4.3% and 4.3% for 2013, 2012 and 2011, 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 $72 million, $96 million and $96 million in 2013, 2012 and 2011, respectively. AFUDC debt was $33 million, $40 million and $42 million in 2013, 2012 and 2011, 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
Revisions	455			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.

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.

Leases

SCE enters into power purchase agreements that may contain leases, as discussed under "Power Purchase Agreements" below. SCE has entered into a number of agreements to lease property and 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" on the consolidated statements of income.

Nuclear Decommissioning

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.

Due to regulatory recovery of SCE's nuclear decommissioning expense, nuclear decommissioning activities do not affect SCE's earnings. 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 $222 million and $228 million at December 31, 2013 and 2012, 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 million and $67 million at December 31, 2012, 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						SCE
	December 31,
(in millions)	2013		2012		2011		2013		2012		2011
Amortization of deferred financing costs charged to interest expense	$	47	$	30	$	34	$	46	$	29	$	33

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 revenue" on the consolidated income statements. Rates charged to customers are based on CPUC 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 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 $116 million, $98 million and $101 million 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, 2013 and 2012. 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 12 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 from 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 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-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 and hedging activities.

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.

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, 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 SCE's net assets of $11.9 billion.

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,
(in millions)	2013		2012			2011
Basic earnings per share – continuing operations:
Income from continuing operations available to common shareholders	$	879	$	1,503		$	1,041
Weighted average common shares outstanding	326		326			326
Basic earnings per share – continuing operations	$	2.70	$	4.61		$	3.20
Diluted earnings per share – continuing operations:
Income from continuing operations available to common shareholders	$	879	$	1,503		$	1,041
Income impact of assumed conversions	1		(1		)	(1		)
Income from continuing operations available to common shareholders and assumed conversions	$	880	$	1,502		$	1,040
Weighted average common shares outstanding	326		326			326
Incremental shares from assumed conversions	3		4			3
Adjusted weighted average shares – diluted	329		330			329
Diluted earnings per share – continuing operations	$	2.67	$	4.55		$	3.17

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 3,977,894, 7,492,552 and 5,847,094 shares of common stock for the years ended December 31, 2013, 2012 and 2011, 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.

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, the FASB issued an accounting standards update that will require that an unrecognized tax benefit be presented on the balance sheet as a reduction of a deferred tax asset for a net operating loss ("NOL") or tax credit carryforward under certain circumstances. Edison International and SCE adopted this guidance effective January 1, 2014 and it did not have a material impact on the consolidated financial statements.

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Preferred and Preference Stock of Utility

12 Months Ended

Dec. 31, 2013

Preferred And Preference Stock Of Utility Disclosure [Abstract]

Preferred and Preference Stock of Utility

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, 2013, 2012 and 2011. 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.

Preferred stock and preference stock is:

	Shares Outstanding	Redemption Price		December 31,
(in millions, except shares and per-share amounts)				2013			2012
Cumulative preferred stock
$25 par value:
4.08% Series	650,000	$	25.50	$	16		$	16
4.24% Series	1,200,000	25.80		30			30
4.32% Series	1,653,429	28.75		41			41
4.78% Series	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
6.50% Series D (cumulative)	1,250,000	100.00		125			125
6.25% Series E (cumulative)	350,000	1,000.00		350			350
5.625% Series F (cumulative)	190,004	2,500.00		475			475
5.10% Series G (cumulative)	160,004	2,500.00		400			—
SCE's preferred and preference stock				1,795			1,795
Less issuance costs				(42		)	(36		)
Edison International's preferred and preference stock of utility				$	1,753		$	1,759

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 and G preference stock, issued in 2012 and 2013, respectively, may be redeemed at par, in whole, but not in part, at any time prior to June 15, 2017 and March 15, 2018, respectively, if certain changes in tax or investment company laws occur. After June 15, 2017 and March 15, 2018, SCE may redeem the Series F and G shares, respectively, at par, in whole or in part. Shares of Series F and G preference stock were issued to SCE Trust I and SCE Trust II, 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, 2013 declared dividends related to SCE's preferred and preference stock were $30 million.

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Permanent Retirement of San Onofre (Notes)

12 Months Ended

Dec. 31, 2013

Retirement Of Plant [Abstract]

Permanent Retirement of San Onofre

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 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.

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 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.

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Compensation and Benefit Plans (Plan Assets - Changes in Level 3 Fair Value) (Details) (USD $) In Millions, unless otherwise specified				12 Months Ended					12 Months Ended
	Dec. 31, 2013 Postretirement Benefits Other Than Pensions	Dec. 31, 2012 Postretirement Benefits Other Than Pensions	Dec. 31, 2011 Postretirement Benefits Other Than Pensions	Dec. 31, 2013 Postretirement Benefits Other Than Pensions Level 3	Dec. 31, 2012 Postretirement Benefits Other Than Pensions Level 3	Dec. 31, 2013 Pension Plans	Dec. 31, 2012 Pension Plans	Dec. 31, 2011 Pension Plans	Dec. 31, 2013 Pension Plans Level 3	Dec. 31, 2012 Pension Plans Level 3
Change in plan assets
Fair value of plan assets at beginning of year	$ 2,065	$ 1,800	$ 1,570	$ 166	$ 130	$ 3,477	$ 3,542	$ 3,153	$ 414	$ 448
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
Relating to assets still held at end of period				24	20				61	88
Relating to assets sold during the period				5	5				10	13
Purchases				23	35				45	98
Dispositions				(54)	(24)				(140)	(233)
Transfers in and/or out of Level 3				0	0				0	0
Fair value of plan assets at end of year	$ 2,065	$ 1,800	$ 1,570	$ 164	$ 166	$ 3,477	$ 3,542	$ 3,153	$ 390	$ 414

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Debt and Credit Agreements

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt and Credit Agreements

Debt and Credit Agreements

Long-Term Debt

The following table summarizes long-term debt (rates and terms are as of December 31, 2013) of Edison International and SCE:

	December 31,
(in millions)	2013			2012
Edison International Parent and Other:
Debentures and notes:
2017 (3.75%)	$	400		$	400
Other long-term debt	4			4
Current portion of long-term debt	(1		)	—
Unamortized debt discount, net	—			(1		)
Total Edison International Parent and Other	403			403
SCE:
First and refunding mortgage bonds:
2014 – 2043 (3.5% to 6.05% and floating)	8,975			7,775
Pollution-control bonds:
2028 – 2035 (1.375% to 5.0% and variable)	939			939
Bonds repurchased	(161		)	(161		)
Debentures and notes:
2029 – 2053 (5.06% to 6.65%)	307			307
Current portion of long-term debt	(600		)	—
Unamortized debt discount, net	(38		)	(32		)
Total SCE	9,422			8,828
Total Edison International	$	9,825		$	9,231

Edison International and SCE long-term debt maturities over the next five years are the following:

(in millions)	Edison International		SCE
2014	$	601	$	600
2015	300		300
2016	401		400
2017	400		—
2018	400		400

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, 2013, SCE was in compliance with this debt covenant.

Credit Agreements and Short-Term Debt

The following table summarizes the status of the credit facilities at December 31, 2013:

(in millions)	Edison International Parent			SCE
Commitment	$	1,250		$	2,750
Outstanding borrowings	(34		)	(175		)
Outstanding letters of credit	—			(116		)
Amount available	$	1,216		$	2,459

In 2013, SCE and Edison International Parent amended their credit facilities to extend the maturity dates to July 2018 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, SCE's outstanding commercial paper was $175 million at a weighted-average interest rate of 0.24%. The commercial paper was supported by the $2.75 billion multi-year revolving credit facility. At December 31, 2013, letters of credit issued under SCE's credit facility aggregated $116 million and are scheduled to expire in twelve months or less. At December 31, 2012, the outstanding commercial paper was $175 million at a weighted-average interest rate of 0.37%.

At December 31, 2013, Edison International Parent's outstanding commercial paper was $34 million at a weighted-average interest rate of 0.55%. This commercial paper 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.

Financing Subsequent to December 31, 2013

In January 2014, SCE issued $300 million of floating rate first and refunding mortgage bonds due in 2015. The proceeds from this bond were used for working capital to fund the ERRA balancing account undercollections.

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Fair Value Measurements (Level 3 Rollforward) (Details) (Southern California Edison, Level 3, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Southern California Edison | Level 3
Fair Value Disclosures Level 3 [Roll Forward]
Fair value of net asset (liabilities) at beginning of period	$ (791)		$ (754)
Total realized/unrealized gains (losses):
Included in regulatory assets and liabilities	23	[1]	(70)	[1]
Purchases	65		104
Settlements	(102)		(71)
Fair value of net liabilities at end of period	(805)		(791)
Change during the period in unrealized losses related to assets and liabilities held at the end of the period	$ 33		$ (119)

[1] Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.

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Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss):
Unrealized holding gain (loss) arising during the period	$ 0		$ (21)		$ (12)
Prior service cost (credit) arising during the period	0		(5)		0
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at the beginning of period	(87)		(100)	[1]
Other	2		0
Change	74		13
Balance at the end of period	(13)		(87)		(100)	[1]
Unrealized Gain (Loss) on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss):
Unrealized holding gain (loss) arising during the period					34
Pension and PBOP – Prior Service Cost
Accumulated Other Comprehensive Income (Loss):
Prior service cost (credit) arising during the period					5
Pension and PBOP – Net Loss
Increase (Decrease) in Accumulated Other Comprehensive Income
Other comprehensive income (loss) before reclassifications	63		15
Reclassified from accumulated other comprehensive income	9	[2]	(2)	[2]
Southern California Edison
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at the beginning of period	(29)		(24)
Other	2		0
Change	18		(5)
Balance at the end of period	(11)		(29)
Southern California Edison | Pension and PBOP – Net Loss
Increase (Decrease) in Accumulated Other Comprehensive Income
Other comprehensive income (loss) before reclassifications	13		(9)
Reclassified from accumulated other comprehensive income	$ 3	[2]	$ 4	[2]

[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.

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Variable Interest Entities

12 Months Ended

Dec. 31, 2013

Variable Interest Entities Disclosure [Abstract]

Variable Interest Entities

Variable Interest Entities

A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk 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. 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. 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 5,183 MW and 2,198 MW at December 31, 2013 and 2012, respectively, and the amounts that SCE paid to these projects were $715 million and $397 million for the years ended December 31, 2013 and 2012, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.

Unconsolidated Trusts of SCE

SCE Trust I and Trust II were formed in 2012 and 2013, respectively, for the exclusive purpose of issuing the 5.625% and 5.10% trust preference securities, respectively (“trust 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 and Trust II issued $475 million and $400 million, respectively, (cumulative, liquidation amount of $25 per share) to the public and $10,000 of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series F and Series G Preference Stock issued by SCE in the principal amount of $475 million and $400 million (cumulative, $2,500 per share liquidation value), respectively, which have substantially the same payment terms as the trust securities.

The Series F and Series G Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series F or Series G Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust (for further information see Note 13). 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 or Series G Preference Stock. The applicable trusts will use any dividends it receives on the Series F or Series G Preference Stock to make its corresponding distributions on the applicable series of trust securities. If SCE does not make a dividend payment to either trust, SCE would be prohibited from paying dividends on its 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 Preference Stock.

The Trust I and Trust II balance sheets as of December 31, 3013, and 2012 consisted of investments of $475 million and $400 million in the Series F and Series G Preference Stock respectively, $475 million and $400 million of trust securities, respectively and $10,000 each of common stock. 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 December 31, 2013 and 2012, respectively, and $19 million for the year ending December 31, 2013 for Trust II.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

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, 2013 and 2012, 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.

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, 2013
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1			Total
Assets at fair value
Derivative contracts	$	—	$	11	$	372		$	(10	)	$	373
Other	39		—		—			—			39
Nuclear decommissioning trusts:
Stocks2	2,208		—		—			—			2,208
Fixed income3	841		1,102		—			—			1,943
Short-term investments, primarily cash equivalents	331		—		—			—			331
Subtotal of nuclear decommissioning trusts4	3,380		1,102		—			—			4,482
Total assets	3,419		1,113		372			(10		)	4,894
Liabilities at fair value
Derivative contracts	—		37		1,177			(20		)	1,194
Total liabilities	—		37		1,177			(20		)	1,194
Net assets (liabilities)	$	3,419	$	1,076	$	(805	)	$	10		$	3,700

	December 31, 2012
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1			Total
Assets at fair value
Derivative contracts	$	—	$	8	$	221		$	(15	)	$	214
Other	13		—		—			—			13
Nuclear decommissioning trusts:
Stocks2	2,271		—		—			—			2,271
Fixed income3	477		1,180		—			—			1,657
Short-term investments, primarily cash equivalents	121		—		—			—			121
Subtotal of nuclear decommissioning trusts4	2,869		1,180		—			—			4,049
Total assets	2,882		1,188		221			(15		)	4,276
Liabilities at fair value
Derivative contracts	—		115		1,012			(62		)	1,065
Total liabilities	—		115		1,012			(62		)	1,065
Net assets (liabilities)	$	2,882	$	1,073	$	(791	)	$	47		$	3,211

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% and 66% of SCE's equity investments were located in the United States at December 31, 2013 and 2012, respectively.

³  Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $47 million and $56 million at December 31, 2013 and 2012, respectively.

⁴  Excludes 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.

Edison International

Assets measured at fair value consisted of money market funds of $68 million and $107 million at December 31, 2013 and 2012, 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,
(in millions)	2013			2012
Fair value of net liabilities at beginning of period	$	(791	)	$	(754	)
Total realized/unrealized gains (losses):
Included in regulatory assets and liabilities1	23			(70		)
Purchases	65			104
Settlements	(102		)	(71		)
Fair value of net liabilities at end of period	$	(805	)	$	(791	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	33		$	(119	)

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 2013 and 2012.

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)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
December 31, 2013	$	366	$	—	Market simulation model	Load forecast	7,603 MW - 24,896MW
						Power prices	$(9.86) - $108.56
						Gas prices	$3.50 - $7.10
December 31, 2012	186		—		Market simulation model	Load forecast	7,597 MW - 26,612 MW
						Power prices	$(13.90) - $226.75
						Gas prices	$2.95 - $7.78
Tolling
December 31, 2013	5		1,175		Option model	Volatility of gas prices	16% - 35% (21%)
						Volatility of power prices	25% - 45% (30%)
						Power prices	$38.00 - $63.90 ($47.40)
December 31, 2012	4		1,005		Option model	Volatility of gas prices	17% - 36% (22%)
						Volatility of power prices	26% - 64% (29%)
						Power prices	$35.00 - $84.10 ($55.40)

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.

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” prices against defined parameters 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:

	December 31, 2013				December 31, 2012
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Edison International	$	10,426	$	11,084	$	9,231	$	10,944
SCE	10,022		10,656		8,828		10,505

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.

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Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

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.

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.

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 $49 million and $6 million as of December 31, 2013 and 2012, respectively, for which SCE has posted no collateral to its counterparties for the respective periods. If the credit-risk-related contingent features underlying these agreements were triggered on December 31, 2013, SCE would be required to post collateral in the amount of $5 million, excluding the impact of unpaid closed positions as their settlement is not impacted by the credit-risk-related contingent features.

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. The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	December 31, 2013
	Derivative Assets								Derivative Liabilities
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	141		$	251	$	392		$	178		$	1,045		$	1,223		$	831
Gross amounts offset in consolidated balance sheets	(19		)	—		(19		)	(19		)	—			(19		)	—
Cash collateral posted1	—			—		—			(7		)	(3		)	(10		)	(10		)
Net amounts presented in the consolidated balance sheets	$	122		$	251	$	373		$	152		$	1,042		$	1,194		$	821

	December 31, 2012
	Derivative Assets									Derivative Liabilities
(in millions)	Short-Term			Long-Term			Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	151		$	91		$	242		$	186		$	954		$	1,140		$	898
Gross amounts offset in consolidated balance sheets	(22		)	(6		)	(28		)	(22		)	(6		)	(28		)	—
Cash collateral posted1	—			—			—			(38		)	(9		)	(47		)	(47		)
Net amounts presented in the consolidated balance sheets	$	129		$	85		$	214		$	126		$	939		$	1,065		$	851

¹  In addition, at December 31, 2013 and 2012, SCE had posted $19 million and $8 million, respectively, of collateral that is not offset against derivative liabilities and is reflected in "Other current assets" on the consolidated balance sheets.

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.

The following table summarizes the components of SCE's economic hedging activity:

	Years ended December 31,
(in millions)	2013			2012			2011
Realized losses	$	(56	)	$	(227	)	$	(165	)
Unrealized gains (losses)	93			125			(768		)

Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:

		Economic Hedges
	Unit of	December 31,
Commodity	Measure	2013	2012
Electricity options, swaps and forwards	GWh	6,274	15,884
Natural gas options, swaps and forwards	Bcf	12	100
Congestion revenue rights	GWh	149,234	149,774
Tolling arrangements	GWh	87,991	101,485

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Debt and Credit Agreements (Long-term debt maturities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Long-term Debt, Fiscal Year Maturity
Long-term debt maturities - 2014	$ 601
Long-term debt maturities - 2015	300
Long-term debt maturities - 2016	401
Long-term debt maturities - 2017	400
Long-term debt maturities - 2018	400
Southern California Edison
Long-term Debt, Fiscal Year Maturity
Long-term debt maturities - 2014	600
Long-term debt maturities - 2015	300
Long-term debt maturities - 2016	400
Long-term debt maturities - 2017	0
Long-term debt maturities - 2018	$ 400

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Compensation and Benefit Plans (Other Postretirement Plan Assets - Fair Value Levels) (Details) (Postretirement Benefits Other Than Pensions, USD $) In Millions, unless otherwise specified	12 Months Ended			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2011	Dec. 31, 2013 Private bond	Dec. 31, 2012 Private bond	Dec. 31, 2013 Undervalued Securities	Dec. 31, 2012 Undervalued Securities	Dec. 31, 2013 Collateralized mortgage obligations and other asset backed securities	Dec. 31, 2012 Collateralized mortgage obligations and other asset backed securities	Dec. 31, 2013 Municipal Notes	Dec. 31, 2012 Municipal Notes	Dec. 31, 2013 Russell 200 and Russell 1000 indexes Corporate stocks	Dec. 31, 2012 Russell 200 and Russell 1000 indexes Corporate stocks	Dec. 31, 2013 Russell 1000 index Common or collective equity funds	Dec. 31, 2012 Russell 1000 index Common or collective equity funds	Dec. 31, 2013 Morgan Stanley Capital International Europe Australasia And Far East Index Equity index fund	Dec. 31, 2012 Morgan Stanley Capital International Europe Australasia And Far East Index Equity index fund	Dec. 31, 2013 MSCI All Country World Index Corporate stocks	Dec. 31, 2012 MSCI All Country World Index Corporate stocks	Dec. 31, 2013 Level 3	Dec. 31, 2012 Level 3	Dec. 31, 2011 Level 3	Dec. 31, 2013 Level 3 Asset backed securities including distressed mortgages	Dec. 31, 2012 Level 3 Asset backed securities including distressed mortgages	Dec. 31, 2013 Southern California Edison	Dec. 31, 2012 Southern California Edison	Dec. 31, 2011 Southern California Edison	Dec. 31, 2013 Southern California Edison Common/collective funds		Dec. 31, 2012 Southern California Edison Common/collective funds		Dec. 31, 2013 Southern California Edison Corporate stocks		Dec. 31, 2012 Southern California Edison Corporate stocks		Dec. 31, 2013 Southern California Edison Corporate notes and bonds securities		Dec. 31, 2012 Southern California Edison Corporate notes and bonds securities		Dec. 31, 2013 Southern California Edison Partnerships/joint ventures		Dec. 31, 2012 Southern California Edison Partnerships/joint ventures		Dec. 31, 2013 Southern California Edison U.S. government and agency securities		Dec. 31, 2012 Southern California Edison U.S. government and agency securities		Dec. 31, 2013 Southern California Edison Registered investment companies		Dec. 31, 2012 Southern California Edison Registered investment companies		Dec. 31, 2013 Southern California Edison Interest-bearing cash	Dec. 31, 2012 Southern California Edison Interest-bearing cash	Dec. 31, 2013 Southern California Edison Other		Dec. 31, 2012 Southern California Edison Other		Dec. 31, 2013 Southern California Edison Level 1	Dec. 31, 2012 Southern California Edison Level 1	Dec. 31, 2013 Southern California Edison Level 1 Common/collective funds		Dec. 31, 2012 Southern California Edison Level 1 Common/collective funds		Dec. 31, 2013 Southern California Edison Level 1 Corporate stocks		Dec. 31, 2012 Southern California Edison Level 1 Corporate stocks		Dec. 31, 2013 Southern California Edison Level 1 Corporate notes and bonds securities		Dec. 31, 2012 Southern California Edison Level 1 Corporate notes and bonds securities		Dec. 31, 2013 Southern California Edison Level 1 Partnerships/joint ventures		Dec. 31, 2012 Southern California Edison Level 1 Partnerships/joint ventures		Dec. 31, 2013 Southern California Edison Level 1 U.S. government and agency securities		Dec. 31, 2012 Southern California Edison Level 1 U.S. government and agency securities		Dec. 31, 2013 Southern California Edison Level 1 Registered investment companies		Dec. 31, 2012 Southern California Edison Level 1 Registered investment companies		Dec. 31, 2013 Southern California Edison Level 1 Interest-bearing cash	Dec. 31, 2012 Southern California Edison Level 1 Interest-bearing cash	Dec. 31, 2013 Southern California Edison Level 1 Other		Dec. 31, 2012 Southern California Edison Level 1 Other		Dec. 31, 2013 Southern California Edison Level 2	Dec. 31, 2012 Southern California Edison Level 2	Dec. 31, 2013 Southern California Edison Level 2 Common/collective funds		Dec. 31, 2012 Southern California Edison Level 2 Common/collective funds		Dec. 31, 2013 Southern California Edison Level 2 Corporate stocks		Dec. 31, 2012 Southern California Edison Level 2 Corporate stocks		Dec. 31, 2013 Southern California Edison Level 2 Corporate notes and bonds securities		Dec. 31, 2012 Southern California Edison Level 2 Corporate notes and bonds securities		Dec. 31, 2013 Southern California Edison Level 2 Partnerships/joint ventures		Dec. 31, 2012 Southern California Edison Level 2 Partnerships/joint ventures		Dec. 31, 2013 Southern California Edison Level 2 U.S. government and agency securities		Dec. 31, 2012 Southern California Edison Level 2 U.S. government and agency securities		Dec. 31, 2013 Southern California Edison Level 2 Registered investment companies		Dec. 31, 2012 Southern California Edison Level 2 Registered investment companies		Dec. 31, 2013 Southern California Edison Level 2 Interest-bearing cash	Dec. 31, 2012 Southern California Edison Level 2 Interest-bearing cash	Dec. 31, 2013 Southern California Edison Level 2 Other		Dec. 31, 2012 Southern California Edison Level 2 Other		Dec. 31, 2013 Southern California Edison Level 3	Dec. 31, 2012 Southern California Edison Level 3	Dec. 31, 2013 Southern California Edison Level 3 Common/collective funds		Dec. 31, 2012 Southern California Edison Level 3 Common/collective funds		Dec. 31, 2013 Southern California Edison Level 3 Corporate stocks		Dec. 31, 2012 Southern California Edison Level 3 Corporate stocks		Dec. 31, 2013 Southern California Edison Level 3 Corporate notes and bonds securities		Dec. 31, 2012 Southern California Edison Level 3 Corporate notes and bonds securities		Dec. 31, 2013 Southern California Edison Level 3 Partnerships/joint ventures		Dec. 31, 2012 Southern California Edison Level 3 Partnerships/joint ventures		Dec. 31, 2013 Southern California Edison Level 3 U.S. government and agency securities		Dec. 31, 2012 Southern California Edison Level 3 U.S. government and agency securities		Dec. 31, 2013 Southern California Edison Level 3 Registered investment companies		Dec. 31, 2012 Southern California Edison Level 3 Registered investment companies		Dec. 31, 2013 Southern California Edison Level 3 Interest-bearing cash	Dec. 31, 2012 Southern California Edison Level 3 Interest-bearing cash	Dec. 31, 2013 Southern California Edison Level 3 Other		Dec. 31, 2012 Southern California Edison Level 3 Other
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair Value of Plan Assets, Gross										$ 76	$ 73														$ 2,063	$ 1,841		$ 863	[1]	$ 723	[1]	$ 451	[2]	$ 361	[2]	$ 250	[3]	$ 210	[3]	$ 184	[4]	$ 183	[4]	$ 154	[5]	$ 162	[5]	$ 57	[6]	$ 68	[6]	$ 19	$ 24	$ 85	[7]	$ 110	[7]	$ 647	$ 590	$ 0	[1]	$ 0	[1]	$ 451	[2]	$ 361	[2]	$ 0	[3]	$ 0	[3]	$ 0	[4]	$ 0	[4]	$ 118	[5]	$ 131	[5]	$ 52	[6]	$ 68	[6]	$ 19	$ 24	$ 7	[7]	$ 6	[7]	$ 1,252	$ 1,085	$ 863	[1]	$ 723	[1]	$ 0	[2]	$ 0	[2]	$ 250	[3]	$ 210	[3]	$ 20	[4]	$ 17	[4]	$ 36	[5]	$ 31	[5]	$ 5	[6]	$ 0	[6]	$ 0	$ 0	$ 78	[7]	$ 104	[7]	$ 164	$ 166	$ 0	[1]	$ 0	[1]	$ 0	[2]	$ 0	[2]	$ 0	[3]	$ 0	[3]	$ 164	[4]	$ 166	[4]	$ 0	[5]	$ 0	[5]	$ 0	[6]	$ 0	[6]	$ 0	$ 0	$ 0	[7]	$ 0	[7]
Receivables and payables, net								29	20																2	(41)
Net Fair Value of Plan Assets	$ 1,800	$ 2,065	$ 1,570																	$ 164	$ 166	$ 130			$ 2,065	$ 1,800	$ 1,570
Performance percentage benchmark												50.00%	50.00%	60.00%	60.00%	23.00%	23.00%	50.00%	50.00%
Target asset allocation percentage of US equity securities	41.00%			6.00%	6.00%	7.00%	6.00%
Actual plan asset allocations																							78.00%	82.00%

[1] At December 31, 2013 and 2012, respectively, 60% 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% 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% and 6% of this category are invested in a privately managed bond fund and 7% and 6% in a fund which invests in equity securities the fund manager believes are undervalue

[2] Corporate stock performance is primarily benchmarked against the Russell Indexes (50% and 50%) and the MSCI All Country World (ACWI) index (50% and 50%) for 2013 and 2012, respectivel

[3] Corporate notes and bonds are diversified and include approximately $29 million and $20 million for commercial collateralized mortgage obligations and other asset backed securities at December 31, 2013 and 2012, respectively.

[4] At December 31, 2013 and 2012, respectively, 78% and 82% 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 million and $73 million of municipal securities at December 31, 2013 and 2012, respectively.

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Debt and Credit Agreements (Additional Information) (Details) (Southern California Edison, Subsequent Event [Member], First and refunding mortgage bonds, USD $) In Millions, unless otherwise specified	Jan. 31, 2014
Southern California Edison | Subsequent Event [Member] | First and refunding mortgage bonds
Debt Instrument [Line Items]
Value of mortgage bonds issued	$ 300

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Commitments and Contingencies (Undiscounted Future Minimum Expected Payments for Power Purchase Agreements) (Details) (Southern California Edison, USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Renewable Energy Contracts
Power Purchase Agreements, Fiscal Year Maturity
2014	$ 796
2015	881
2016	936
2017	1,070
2018	1,091
Thereafter	17,806
Total future commitments	22,580
QF Power Purchase Agreements
Power Purchase Agreements, Fiscal Year Maturity
2014	312
2015	303
2016	245
2017	213
2018	170
Thereafter	186
Total future commitments	1,429
Other Purchase Agreements
Power Purchase Agreements, Fiscal Year Maturity
2014	1,033
2015	900
2016	701
2017	693
2018	571
Thereafter	1,992
Total future commitments	$ 5,890

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Debt and Credit Agreements (Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Current portion of long-term debt	$ (601)	$ 0
Long-term debt	9,825	9,231
Edison International Parent And Other [Member]
Debt Instrument [Line Items]
Other Long-term Debt	4	4
Current portion of long-term debt	(1)	0
Unamortized debt discount, net	0	(1)
Long-term debt	403	403
Edison International Parent And Other [Member] | Debentures and notes
Debt Instrument [Line Items]
Long-term Debt, Gross	400	400
Southern California Edison
Debt Instrument [Line Items]
Current portion of long-term debt	(600)	0
Unamortized debt discount, net	(38)	(32)
Long-term debt	9,422	8,828
Southern California Edison | Debentures and notes
Debt Instrument [Line Items]
Long-term Debt, Gross	307	307
Interest rate on debt, minimum (as a percent)	5.06%
Interest rate on debt, maximum (as a percent)	6.65%
Southern California Edison | First and refunding mortgage bonds
Debt Instrument [Line Items]
Long-term Debt, Gross	8,975	7,775
Interest rate on debt, minimum (as a percent)	3.50%
Interest rate on debt, maximum (as a percent)	6.05%
Southern California Edison | Pollution control bonds
Debt Instrument [Line Items]
Long-term Debt, Gross	939	939
Interest rate on debt, minimum (as a percent)	1.375%
Interest rate on debt, maximum (as a percent)	5.00%
Southern California Edison | Bonds repurchased
Debt Instrument [Line Items]
Long-term Debt, Gross	$ (161)	$ (161)

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Compensation and Benefit Plans (Performance Share Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Performance Shares Classified As Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (number of shares)	242,421	[1]
Granted (number of shares)	73,679
Forfeited (number of shares)	(19,239)
Vested (number of shares)	(140,164)
Ending balance (number of shares)	156,697
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average grant date fair value (dollars per share)	$ 38.86	[1]
Granted, weighted average grant date fair value (dollars per share)	$ 50.87
Forfeited, weighted average grant date fair value (dollars per share)	$ 42.10
Vested, weighted average grant date fair value (dollars per share)	$ 30.97
Ending balance, weighted average grant date fair value (dollars per share)	$ 51.17
Performance Shares Classified As Liability Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (number of shares)	242,071	[1]
Granted (number of shares)	73,483
Forfeited (number of shares)	(19,197)
Vested (number of shares)	(140,053)
Ending balance (number of shares)	156,304
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average grant date fair value (dollars per share)	$ 46.23	[1]
Ending balance, weighted average grant date fair value (dollars per share)	$ 51.72
Southern California Edison | Performance Shares Classified As Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (number of shares)	131,940	[1]
Granted (number of shares)	47,548
Forfeited (number of shares)	(13,065)
Vested (number of shares)	(76,705)
Affiliate transfers, net (number of shares)	943
Ending balance (number of shares)	90,661
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average grant date fair value (dollars per share)	$ 38.87	[1]
Granted, weighted average grant date fair value (dollars per share)	$ 50.92
Forfeited, weighted average grant date fair value (dollars per share)	$ 43.42
Vested, weighted average grant date fair value (dollars per share)	$ 31.02
Affiliate transfers, net, weighted average grant date fair value (dollars per share)	$ 40.15
Ending balance, weighted average grant date fair value (dollars per share)	$ 51.19
Southern California Edison | Performance Shares Classified As Liability Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (number of shares)	131,691	[1]
Granted (number of shares)	47,377
Forfeited (number of shares)	(13,029)
Vested (number of shares)	(76,624)
Affiliate transfers, net (number of shares)	942
Ending balance (number of shares)	90,357
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average grant date fair value (dollars per share)	$ 46.19	[1]
Ending balance, weighted average grant date fair value (dollars per share)	$ 51.22

[1] 1 Relates to performance shares that will be paid in 2014 as performance targets were met at December 31, 2013

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Schedule of 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
Distribution	17,874			16,872
Generation	2,856			4,455
General plant and other	4,674			4,358
Accumulated depreciation	(7,493		)	(7,424		)
	27,028			25,320
Construction work in progress	3,219			4,271
Nuclear fuel, at amortized cost	132			609
Total utility property, plant and equipment	$	30,379		$	30,200

Schedule of Jointly Owned Utility Projects

The following is SCE's investment in each project as of December 31, 2013:

(in millions)	Plant in Service		Construction Work in Progress		Accumulated Depreciation		Nuclear Fuel (at amortized cost)		Net Book Value		Ownership Interest
Transmission systems:
Eldorado	$	87	$	10	$	15	$	—	$	82	62%
Pacific Intertie	189		7		74		—		122		50%
Generating stations:
Palo Verde (nuclear)	1,842		77		1,505		132		546		16%
Total	$	2,118	$	94	$	1,594	$	132	$	750

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Summary of Significant Accounting Policies (Energy Credits and Allowances) (Details) (Southern California Edison, USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other Current Assets [Member]
Summary of Significant Accounting Policies [Line Items]
Greenhouse Gas Allowances	$ 135	$ 41
Other Current Liabilities [Member]
Summary of Significant Accounting Policies [Line Items]
Greenhouse Gas Emission Obligations	$ 102	$ 0

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Regulatory Assets and Liabilities

12 Months Ended

Dec. 31, 2013

Regulatory Assets and Liabilities Disclosure [Abstract]

Regulatory Assets and Liabilities

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 2013 and 8.74% in 2012. 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-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.

Regulatory Assets

SCE's regulatory assets included on the consolidated balance sheets are:

	December 31,
(in millions)	2013		2012
Current:
Regulatory balancing accounts	$	484	$	502
Energy derivatives	54		70
Total current	538		572
Long-term:
Deferred income taxes, net	2,957		2,663
Pensions and other postretirement benefits	369		1,550
Energy derivatives	816		900
Unamortized investments, net	332		507
San Onofre	1,325		—
Unamortized loss on reacquired debt	222		228
Nuclear-related investment, net	34		141
Regulatory balancing accounts	818		73
Other	368		360
Total long-term	7,241		6,422
Total regulatory assets	$	7,779	$	6,994

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 10 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 45 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 include nuclear assets related to Palo Verde which are expected to be recovered by 2027 and 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 which 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% in 2013 and 8.74% in 2012, except for the Mohave generating station, which did not earn a rate of return in 2013 or 2012 and the legacy meters, which earned a rate of return of 6.46% in 2013 and 2012.

For information on regulatory assets related to San Onofre, see Note 9.

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 30 years.

SCE's 2013 nuclear-related investment include assets and accumulated depreciation related to the ARO for Palo Verde.

Regulatory Liabilities

SCE's regulatory liabilities included on the consolidated balance sheets are:

	December 31,
(in millions)	2013		2012
Current:
Regulatory balancing accounts	$	724	$	484
Other	43		52
Total current	767		536
Long-term:
Costs of removal	2,780		2,731
Asset retirement obligations	1,071		1,385
Regulatory balancing accounts	1,132		1,091
Other	12		7
Total long-term	4,995		5,214
Total regulatory liabilities	$	5,762	$	5,750

SCE's regulatory liabilities related to costs of removal represent differences between asset removal costs recorded and amounts collected in rates for those costs.

The regulatory liability related to asset retirement obligations represents the nuclear decommissioning trust assets in excess of the related asset retirement obligations. The decrease in this regulatory liability resulted from a revision to the asset retirement obligations of San Onofre. For further information, see Note 1.

Regulatory Balancing Accounts

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 account	145			25
New system generation balancing account	132			(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	)

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Edison Mission Energy
Related Party Transaction [Line Items]
Due from Related Parties	$ 325
Revenue from Related Parties	2	7	5
Capistrano Wind Holdings
Related Party Transaction [Line Items]
Deferred Tax Allocation Credits Related Party	120	36
Southern California Edison | Edison Mission Energy
Related Party Transaction [Line Items]
Revenue from Related Parties		93
Purchase Commitment | Southern California Edison | Edison Mission Energy
Related Party Transaction [Line Items]
Long-term payables due to related party	$ 10

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Discontinued Operations

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

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 consolidated the earnings and losses of EME or its subsidiaries 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.

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 pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the Settlement Agreement, is subject to the approval of the Bankruptcy Court, which is scheduled for consideration in March 2014.

Under the Amended Plan of Reorganization, EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax purposes. On the effective date 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 pay 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 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 expected to take up to approximately six months from the Effective Date. On 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 $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 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.

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).

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Compensation and Benefit Plans (Textual) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized by new plan or amendments	49.5
Number of shares available for grant	23
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years 2 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of historical volatility used to compute expected volatility	74 months	83 months	84 months
Award expiration period	10 years
Award vesting period	4 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years

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Summary of Significant Accounting Policies (Cash) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash and Cash Equivalents Items [Line Items]
Maximum maturity period of cash equivalent investments (in months)	3 months
Money market funds	$ 68	$ 107
Cash reclassified to accounts payable	168	247
Southern California Edison
Cash and Cash Equivalents Items [Line Items]
Money market funds	8	5
Cash reclassified to accounts payable	$ 163	$ 242

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Commitments and Contingencies (Other Commitments) (Details) (Southern California Edison, Other contractual obligations, USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Southern California Edison | Other contractual obligations
Other Commitments
2014	$ 123
2016	105
2015	85
2017	66
2018	160
Thereafter	612
Total	$ 1,151

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Regulatory Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Regulatory Assets and Liabilities Disclosure [Abstract]

Regulatory Assets Included on the Consolidated Balance Sheets

SCE's regulatory assets included on the consolidated balance sheets are:

	December 31,
(in millions)	2013		2012
Current:
Regulatory balancing accounts	$	484	$	502
Energy derivatives	54		70
Total current	538		572
Long-term:
Deferred income taxes, net	2,957		2,663
Pensions and other postretirement benefits	369		1,550
Energy derivatives	816		900
Unamortized investments, net	332		507
San Onofre	1,325		—
Unamortized loss on reacquired debt	222		228
Nuclear-related investment, net	34		141
Regulatory balancing accounts	818		73
Other	368		360
Total long-term	7,241		6,422
Total regulatory assets	$	7,779	$	6,994

Regulatory Liabilities Included on the Consolidated Balance Sheets

SCE's regulatory liabilities included on the consolidated balance sheets are:

	December 31,
(in millions)	2013		2012
Current:
Regulatory balancing accounts	$	724	$	484
Other	43		52
Total current	767		536
Long-term:
Costs of removal	2,780		2,731
Asset retirement obligations	1,071		1,385
Regulatory balancing accounts	1,132		1,091
Other	12		7
Total long-term	4,995		5,214
Total regulatory liabilities	$	5,762	$	5,750

Schedule of Regulatory Balancing Accounts [Table Text Block]

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 account	145			25
New system generation balancing account	132			(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	)

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Commitments and Contingencies (Contingencies Textual) (Details) (USD $)	1 Months Ended	12 Months Ended		1 Months Ended		12 Months Ended			1 Months Ended	12 Months Ended			12 Months Ended		12 Months Ended			1 Months Ended
	Jun. 30, 2010	Dec. 31, 2013 Nuclear Insurance	Dec. 31, 2013 Edison International sites	Dec. 31, 2011 Southern California Edison	Jun. 30, 2010 Southern California Edison	Dec. 31, 2013 Southern California Edison sites	Dec. 31, 2012 Southern California Edison	Dec. 31, 2011 Southern California Edison	Oct. 31, 2011 Southern California Edison Alleged violations of PSD requirements and New Source Performance Standards of the CAA plaintiffs	Dec. 31, 2013 Southern California Edison Nuclear Insurance	Dec. 31, 2013 SCE and other owners of San Onofre and Palo Verde Nuclear Insurance	Aug. 31, 2013 San Onofre (nuclear)	Dec. 31, 2013 San Onofre (nuclear) Southern California Edison	Aug. 31, 2013 San Onofre (nuclear) Southern California Edison	Dec. 31, 2013 San Onofre and Palo Verde SCE and other owners of San Onofre and Palo Verde Nuclear Insurance	Dec. 31, 2013 Dividends Paid By EME to Holdings [Member] Eme Chapter 11 Bankruptcy Filing [Member]	Dec. 31, 2013 Amount Paid By EME Under Tax Allocation Scheme [Member] Eme Chapter 11 Bankruptcy Filing [Member]	Jun. 30, 2010 Amount Returned To Customers [Member] Southern California Edison	Jun. 30, 2010 Amount Returned To Shareholders [Member] Southern California Edison
Schedule Of Commitments And Contingencies [Line Items]
Notice Of Claim Amount												$ 397,000,000		$ 311,000,000		$ 925,000,000	$ 183,000,000
Number of plaintiffs (entities)									4
Identified material sites for environmental remediation (in number of sites)			19
Minimum costs to be Identified Site			1,000,000
Immaterial sites for environmental remediation (in number of sites)						39
Minimum liability for environmental remediation for material sites						110,000,000							73,000,000
Immaterial sites, range of liability, minimum						4,000,000
Environmental remediation liability						114,000,000
Regulatory assets related to environmental remediation						110,000,000
Portion of recorded liability recoverable from incentive mechanism						36,000,000
Percentage of environmental remediation costs recoverable through an incentive mechanism (as a percent)						90.00%
Environmental remediation costs to be recovered (as a percent)						100.00%
Liability incurred at majority of the remaining sites through customer rates						74,000,000
Amount that cleanup costs could exceed recorded liability for identified material sites						162,000,000
Amount that cleanup costs could exceed recorded liability for immaterial sites						7,000,000
Maximum expected period for cleanup of identified sites (in years)						30 years
Expected annual environmental remediation costs, low end of range						6,000,000
Expected annual environmental remediation costs, high end of range						27,000,000
Environmental remediation costs						8,000,000	10,000,000	16,000,000
Federal limit on public liability claims from nuclear incident, approximate		13,600,000,000
Private primary insurance purchased											375,000,000
Maximum assessment per each nuclear incident										255,000,000
Maximum yearly assessment per nuclear incident										38,000,000
Loss limit, property damage insurance															500,000,000
Loss limit, property damage insurance, federal minimum requirement															1,060,000,000
Limit on assessment of retrospective premium adjustments, per year, approximate										52,000,000
Insurance coverage for wildfire liabilities Limit						500,000,000
Self insurance retention per wildfire occurrence						10,000,000
Insurance Coverage For Wildfires Additional Limit						450,000,000
Wildfire Threshold For Additional Coverage						550,000,000
Amount of damages, decision by US Court of Federal Claims, spent nuclear fuel litigation	142,000,000				112,000,000													94,000,000	18,000,000
Damages sought				$ 98,000,000									$ 4,000,000,000

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 146	$ 170
Receivables, less allowances of $66 and $75 for uncollectible accounts at respective dates	838	762
Accrued unbilled revenue	596	550
Inventory	256	340
Derivative assets	122	129
Regulatory assets	538	572
Deferred income taxes	421	0
Other current assets	395	149
Total current assets	3,312	2,672
Nuclear decommissioning trusts	4,494	4,048
Other investments	207	186
Total investments	4,701	4,234
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 ($70 and $117 for SCE) at respective dates	76	73
Total property, plant and equipment	30,455	30,273
Derivative assets	251	85
Regulatory assets	7,241	6,422
Other long-term assets	686	708
Total long-term assets	8,178	7,215
Total assets	46,646	44,394
LIABILITIES AND EQUITY
Short-term debt	209	175
Current portion of long-term debt	601	0
Accounts payable	1,407	1,423
Accrued taxes	358	61
Customer deposits	201	193
Derivative liabilities	152	126
Regulatory liabilities	767	536
Deferred income taxes	0	64
Other current liabilities	1,186	1,166
Total current liabilities	4,881	3,744
Long-term debt	9,825	9,231
Deferred income taxes and credits	7,346	6,231
Derivative liabilities	1,042	939
Pensions and benefits	1,378	2,614
Asset retirement obligations	3,418	2,782
Regulatory liabilities	4,995	5,214
Other deferred credits and other long-term liabilities	2,070	2,448
Total deferred credits and other liabilities	20,249	20,228
Total liabilities	34,955	33,203
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) and (560,000 shares authorized; 434,888,104 shares issued and outstanding at each date for SCE)	2,403	2,373
Accumulated other comprehensive loss	(13)	(87)
Retained earnings	7,548	7,146
Total common shareholders' equity	9,938	9,432
Preferred and preference stock of utility	1,753	1,759
Total noncontrolling interests	1,753	1,759
Total equity	11,691	11,191
Total liabilities and equity	46,646	44,394
Southern California Edison
ASSETS
Cash and cash equivalents	54	45
Receivables, less allowances of $66 and $75 for uncollectible accounts at respective dates	813	755
Accrued unbilled revenue	596	550
Inventory	256	340
Derivative assets	122	129
Regulatory assets	538	572
Deferred income taxes	303	0
Other current assets	393	171
Total current assets	3,075	2,562
Nuclear decommissioning trusts	4,494	4,048
Other investments	140	116
Total investments	4,634	4,164
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 ($70 and $117 for SCE) at respective dates	72	70
Total property, plant and equipment	30,451	30,270
Derivative assets	251	85
Regulatory assets	7,241	6,422
Other long-term assets	398	531
Total long-term assets	7,890	7,038
Total assets	46,050	44,034
LIABILITIES AND EQUITY
Short-term debt	175	175
Current portion of long-term debt	600	0
Accounts payable	1,373	1,297
Customer deposits	201	193
Derivative liabilities	152	126
Regulatory liabilities	767	536
Deferred income taxes	39	81
Other current liabilities	1,091	1,105
Total current liabilities	4,398	3,513
Long-term debt	9,422	8,828
Deferred income taxes and credits	7,841	6,773
Derivative liabilities	1,042	939
Pensions and benefits	951	2,245
Asset retirement obligations	3,418	2,782
Regulatory liabilities	4,995	5,214
Other deferred credits and other long-term liabilities	1,845	1,997
Total deferred credits and other liabilities	20,092	19,950
Total liabilities	33,912	32,291
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) and (560,000 shares authorized; 434,888,104 shares issued and outstanding at each date for SCE)	2,168	2,168
Additional paid-in capital	592	581
Accumulated other comprehensive loss	(11)	(29)
Retained earnings	7,594	7,228
Total common shareholders' equity	10,343	9,948
Preferred and preference stock of utility	1,795	1,795
Total equity	12,138	11,743
Total liabilities and equity	$ 46,050	$ 44,034

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Compensation and Benefit Plans (Black-Scholes Option Pricing Model Assumptions) (Details) (Employee Stock Option)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected terms (in years)	6 years 2 months 12 days	6 years 10 months 24 days	7 years
Weighted-average expected dividend yield	2.80%	3.00%	3.40%
Weighted-average volatility	17.70%	18.30%	18.90%
Risk-free interest rate, maximum	2.10%	1.70%	3.10%
Risk-free interest rate, minimum	1.00%	1.10%	1.40%
Expected volatility, maximum	18.60%	18.30%	19.00%
Expected volatility, minimum	17.70%	17.40%	18.20%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected dividend yield, maximum	3.10%	3.10%	3.50%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected dividend yield, maximum	2.70%	2.80%	3.10%

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Consolidated Statements of Changes in Equity (Parenthetical) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Dividends declared per common share (in dollars per share)	$ 0.3550	$ 0.3375	$ 0.3375	$ 0.3375	$ 0.3375	$ 0.325	$ 0.325	$ 0.325	$ 1.3675	$ 1.3125	$ 1.285

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Variable Interest Entities (Details) (Southern California Edison, USD $)	12 Months Ended				1 Months Ended		12 Months Ended	1 Months Ended		12 Months Ended
	Dec. 31, 2013 Series G Preferred Stock	Dec. 31, 2013 Series F Preferred Stock	Dec. 31, 2013 SCE Trust I	Dec. 31, 2012 SCE Trust I	May 31, 2012 SCE Trust I Trust Securities	May 31, 2012 SCE Trust I Series F Preferred Stock	Dec. 31, 2013 SCE Trust II	Jan. 31, 2013 SCE Trust II Trust Securities	Jan. 31, 2013 SCE Trust II Series G Preferred Stock	Dec. 31, 2013 Variable Interest Entity, Not Primary Beneficiary SCE Power Purchase Contracts MW	Dec. 31, 2012 Variable Interest Entity, Not Primary Beneficiary SCE Power Purchase Contracts MW
Details of projects or entities
Power generating capacity for majority interest (in megawatts)										5,183	2,198
Payments to unconsolidated VIEs for power purchase contracts										$ 715,000,000	$ 397,000,000
Unconsolidated Trust
Liquidation preference					475,000,000	475,000,000		400,000,000	400,000,000
Security dividend rate, (as a percent)	5.10%	5.625%			5.625%			5.10%
Liquidation value (in dollars per share)					$ 25	$ 2,500		$ 25	$ 2,500
Common stock					10,000			10,000
Dividend income and distributions			$ 27,000,000	$ 17,000,000			$ 19,000,000

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Compensation and Benefit Plans (Expected Future Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Pension Plans
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected Future Benefit Payments - 2014	$ 265
Expected Future Benefit Payments - 2015	240
Expected Future Benefit Payments - 2016	249
Expected Future Benefit Payments - 2017	254
Expected Future Benefit Payments - 2018	257
Expected Future Benefit Payments - 2019 - 2023	1,323
Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected Future Benefit Payments - 2014	92
Expected Future Benefit Payments - 2015	101
Expected Future Benefit Payments - 2016	107
Expected Future Benefit Payments - 2017	113
Expected Future Benefit Payments - 2018	119
Expected Future Benefit Payments - 2019 - 2023	668
Southern California Edison | Pension Plans
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected Future Benefit Payments - 2014	202
Expected Future Benefit Payments - 2015	208
Expected Future Benefit Payments - 2016	214
Expected Future Benefit Payments - 2017	219
Expected Future Benefit Payments - 2018	227
Expected Future Benefit Payments - 2019 - 2023	1,196
Southern California Edison | Postretirement Benefits Other Than Pensions
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected Future Benefit Payments - 2014	92
Expected Future Benefit Payments - 2015	100
Expected Future Benefit Payments - 2016	106
Expected Future Benefit Payments - 2017	113
Expected Future Benefit Payments - 2018	119
Expected Future Benefit Payments - 2019 - 2023	$ 666

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Commitments and Contingencies (Commitments Textual) (Details) (Southern California Edison, USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Commitments And Contingencies [Line Items]
Operating lease rent expense	$ 78,000,000	$ 75,000,000	$ 66,000,000
Decommissioning liability	3,300,000,000
Decommissioning estimated cost	7,100,000,000
Decommissioning cost escalated rates, low end of range (percent)	1.50%
Decommissioning cost escalated rates, high end of range (percent)	7.30%
Decommissioning trusts contribution amount per year	23,000,000	23,000,000	23,000,000
Decommissioning funds estimated annual earnings, net of tax percentage, low end of range (percent)	4.20%
Decommissioning funds estimated annual earnings, net of tax percentage, high end of range (percent)	5.70%
Decommissioning expense under rate making method	23,000,000
Decommissioning active nuclear facilities asset retirement obligation	3,300,000,000	2,600,000,000
Decommissioning expenditures to date	599,000,000
Renewable Energy Contracts
Schedule Of Commitments And Contingencies [Line Items]
Number of renewable energy contracts (number of contracts)	108
Qualifying Facility Power Purchase Agreements
Schedule Of Commitments And Contingencies [Line Items]
Number of qualifying small power production facility contracts (number of contracts)	139
Combined Heat and Power Contracts
Schedule Of Commitments And Contingencies [Line Items]
Number of combined heat and power contracts (number of contracts)	32
Other Purchase Agreements
Schedule Of Commitments And Contingencies [Line Items]
Number of tolling arrangements (number of agreements)	15
Number of power call options (options)	4
Number of resource adequacy contracts (number of contracts)	55
Other Contractual Obligations
Schedule Of Commitments And Contingencies [Line Items]
Costs incurred for other commitments	153,000,000	249,000,000	281,000,000
Operating Leases Purchase Power Contracts
Schedule Of Commitments And Contingencies [Line Items]
Operating lease expense	1,500,000,000	1,300,000,000	1,400,000,000
Capital Leases Power Contracts
Schedule Of Commitments And Contingencies [Line Items]
Capital lease power purchase agreement	209,000,000	216,000,000
Capital leases accumulated amortization	39,000,000	33,000,000
Capital leases future minimum payments, current	6,000,000	6,000,000
Capital leases future minimum payments, noncurrent	203,000,000	210,000,000
San Onofre [Member]
Schedule Of Commitments And Contingencies [Line Items]
Net Regulatory Assets	1,300,000,000
San Onofre [Member] | Estimated Losses on Disposal of Nuclear Fuel Inventory [Member]
Schedule Of Commitments And Contingencies [Line Items]
Net Regulatory Assets	$ 33,000,000

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Derivative Instruments and Hedging Activities (Additional Disclosures) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Collateral provided to counterparties:
Reflected in margin and collateral deposits	$ 19	$ 8
Southern California Edison | Economic hedges
Derivatives
Realized losses	(56)	(227)	(165)
Unrealized gains (losses)	93	125	(768)
Southern California Edison | Electric Utility | Economic hedges
Derivatives
Aggregate fair value of all derivative liabilities with credit-risk-related contingent features	49	6
Collateral already posted, fair value	0	0
Potential additional collateral	$ 5

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Supplemental Cash Flows Information

12 Months Ended

Dec. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flows Information

Supplemental Cash Flows Information

Supplemental cash flows information is:

	Edison International								SCE
	Years ended December 31,
(in millions)	2013		2012			2011			2013		2012			2011
Cash payments (receipts) for interest and taxes:
Interest, net of amounts capitalized	$	477	$	452		$	423		$	462	$	437		$	408
Tax payments (refunds), net	28		(165		)	(119		)	28		(279		)	(86		)
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		$	—	$	—		$	—
Preferred and preference stock	30		24			11			30		24			11

SCE's accrued capital expenditures at December 31, 2013, 2012 and 2011 were $661 million, $671 million and $685 million, respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.

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Schedule I - Condensed Financial Information of Parent (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Assets:
Cash and cash equivalents	$ 146,000,000								$ 170,000,000								$ 146,000,000		$ 170,000,000		$ 1,469,000,000
Other current assets	395,000,000								149,000,000								395,000,000		149,000,000
Total current assets	3,312,000,000								2,672,000,000								3,312,000,000		2,672,000,000
Other	686,000,000								708,000,000								686,000,000		708,000,000
Total assets	46,646,000,000								44,394,000,000								46,646,000,000		44,394,000,000
Liabilities and Equity:
Accounts payable	1,407,000,000								1,423,000,000								1,407,000,000		1,423,000,000
Other current liabilities	1,186,000,000								1,166,000,000								1,186,000,000		1,166,000,000
Total current liabilities	4,881,000,000								3,744,000,000								4,881,000,000		3,744,000,000
Long-term debt	9,825,000,000								9,231,000,000								9,825,000,000		9,231,000,000
Common stockholders' equity	11,691,000,000								11,191,000,000								11,691,000,000		11,191,000,000		11,086,000,000	11,494,000,000
Total liabilities and equity	46,646,000,000								44,394,000,000								46,646,000,000		44,394,000,000
Condensed Statements of Income:
Operating revenue and other income	2,943,000,000		3,960,000,000		3,046,000,000		2,632,000,000		3,060,000,000		3,734,000,000		2,653,000,000		2,415,000,000		12,581,000,000		11,862,000,000		10,588,000,000
Operating expenses and interest expense																	10,866,000,000		9,577,000,000		8,527,000,000
Loss before equity in earnings of subsidiaries	505,000,000		789,000,000		(71,000,000)		492,000,000		765,000,000		713,000,000		420,000,000		389,000,000		1,715,000,000		2,285,000,000		2,061,000,000
Income tax expense (benefit)																	242,000,000		267,000,000		568,000,000
Income from continued operations	289,000,000	[1]	488,000,000	[1]	(82,000,000)	[1]	286,000,000	[1]	812,000,000	[2],[3]	382,000,000	[2],[3]	207,000,000	[2],[3]	196,000,000	[2],[3]	979,000,000	[1]	1,594,000,000	[2],[3]	1,100,000,000
Income (loss) from discontinued operations, net of tax	37,000,000		(25,000,000)		12,000,000		12,000,000		(1,326,000,000)	[4]	(167,000,000)	[4]	(109,000,000)	[4]	(84,000,000)	[4]	36,000,000		(1,686,000,000)	[4]	(1,078,000,000)
Net income (loss)																	1,015,000,000		(92,000,000)		22,000,000
Other comprehensive income (loss)																	74,000,000		52,000,000		(63,000,000)
Comprehensive income (loss)																	989,000,000		(131,000,000)		(100,000,000)
Weighted-average shares of common stock outstanding (in shares)																	326		326		326
Basic earnings (loss) per share – continuing operations (in dollars per share)	$ 0.81		$ 1.42		$ (0.33)		$ 0.79		$ 2.42		$ 1.09		$ 0.56		$ 0.54		$ 2.70		$ 4.61		$ 3.20
Basic earnings (loss) per share – discontinued operations (in dollars per share)	$ 0.11		$ (0.08)		$ 0.04		$ 0.04		$ (4.07)		$ (0.51)		$ (0.33)		$ (0.26)		$ 0.11		$ (5.17)		$ (3.31)
Total (in dollars per share)	$ 0.92		$ 1.34		$ (0.29)		$ 0.83		$ (1.65)		$ 0.58		$ 0.23		$ 0.28		$ 2.81		$ (0.56)		$ (0.11)
Diluted earnings (loss) per share – continuing operations (in dollars per share)	$ 0.81		$ 1.41		$ (0.33)		$ 0.78		$ 2.39		$ 1.09		$ 0.55		$ 0.54		$ 2.67		$ 4.55		$ 3.17
Diluted earnings (loss) per share – discontinued operations (in dollars per share)	$ 0.11		$ (0.07)		$ 0.04		$ 0.04		$ (4.03)		$ (0.51)		$ (0.33)		$ (0.26)		$ 0.11		$ (5.11)		$ (3.28)
Total (in dollars per share)	$ 0.92		$ 1.34		$ (0.29)		$ 0.82		$ (1.64)		$ 0.58		$ 0.22		$ 0.28		$ 2.78		$ (0.56)		$ (0.11)
Condensed Statements of Cash Flows:
Net cash provided by operating activities																	3,203,000,000		3,334,000,000		3,906,000,000
Cash flows from financing activities:
Short-term debt financing, net																	32,000,000		(264,000,000)		410,000,000
Settlements of stock-based compensation, net																	(48,000,000)		(68,000,000)		(15,000,000)
Dividends paid																	(440,000,000)		(424,000,000)		(417,000,000)
Net cash provided by financing activities																	581,000,000		650,000,000		1,107,000,000
Net cash provided by investing activities:																	(3,808,000,000)		(5,283,000,000)		(4,933,000,000)
Net increase in cash and cash equivalents																	(24,000,000)		(1,299,000,000)		80,000,000
Cash and cash equivalents at beginning of year							170,000,000								1,469,000,000		170,000,000		1,469,000,000		1,389,000,000
Cash and cash equivalents at end of year	146,000,000								170,000,000								146,000,000		170,000,000		1,469,000,000
Debt and Credit Agreements
Short-term debt	209,000,000								175,000,000								209,000,000		175,000,000
Weighted average interest rate (as a percent)	0.55%																0.55%
Commitment	1,250,000,000																1,250,000,000
Outstanding borrowings	34,000,000																34,000,000
Consolidated debt to total capitalization, ratio	0.45																0.45
Senior Notes Due 2017
Debt and Credit Agreements
Interest rate on debt (as a percent)	3.75%								3.75%								3.75%		3.75%
Revolving credit facility maturing in July 2018
Debt and Credit Agreements
Commitment	1,250,000,000																1,250,000,000
Outstanding borrowings	34,000,000																34,000,000
Amount available	1,216,000,000																1,216,000,000
Consolidated debt to total capitalization, ratio	0.65																0.65
Edison International
Assets:
Cash and cash equivalents	13,000,000								64,000,000								13,000,000		64,000,000		28,000,000
Other current assets	166,000,000								18,000,000								166,000,000		18,000,000
Total current assets	179,000,000								82,000,000								179,000,000		82,000,000
Investments in subsidiaries	10,328,000,000								9,903,000,000								10,328,000,000		9,903,000,000
Deferred income tax	559,000,000								555,000,000								559,000,000		555,000,000
Other	615,000,000								414,000,000								615,000,000		414,000,000
Total assets	11,681,000,000								10,954,000,000								11,681,000,000		10,954,000,000
Liabilities and Equity:
Accounts payable	3,000,000								105,000,000								3,000,000		105,000,000
Other current liabilities	629,000,000								184,000,000								629,000,000		184,000,000
Total current liabilities	632,000,000								289,000,000								632,000,000		289,000,000
Long-term debt	400,000,000								400,000,000								400,000,000		400,000,000
Other	721,000,000								833,000,000								721,000,000		833,000,000
Common stockholders' equity	9,928,000,000								9,432,000,000								9,928,000,000		9,432,000,000
Total liabilities and equity	11,681,000,000								10,954,000,000								11,681,000,000		10,954,000,000
Condensed Statements of Income:
Operating revenue and other income																	0		0		0
Operating expenses and interest expense																	72,000,000		80,000,000		63,000,000
Loss before equity in earnings of subsidiaries																	(72,000,000)		(80,000,000)		(63,000,000)
Equity in earnings (loss) of subsidiaries																	922,000,000		1,590,000,000		1,077,000,000
Income before income taxes																	850,000,000		1,510,000,000		1,014,000,000
Income tax expense (benefit)																	(29,000,000)		7,000,000		(27,000,000)
Income from continued operations																	879,000,000		1,503,000,000		1,041,000,000
Income (loss) from discontinued operations, net of tax																	36,000,000		(1,686,000,000)		(1,078,000,000)
Net income (loss)																	915,000,000		(183,000,000)		(37,000,000)
Other comprehensive income (loss)																			52,000,000		(63,000,000)
Comprehensive income (loss)																	989,000,000		(131,000,000)		(100,000,000)
Weighted-average shares of common stock outstanding (in shares)																	326		326		326
Basic earnings (loss) per share – continuing operations (in dollars per share)																	$ 2.70		$ 4.61		$ 3.20
Basic earnings (loss) per share – discontinued operations (in dollars per share)																	$ 0.11		$ (5.17)		$ (3.31)
Total (in dollars per share)																	$ 2.81		$ (0.56)		$ (0.11)
Diluted earnings (loss) per share – continuing operations (in dollars per share)																	$ 2.67		$ 4.55		$ 3.17
Diluted earnings (loss) per share – discontinued operations (in dollars per share)																	$ 0.11		$ (5.11)		$ (3.28)
Total (in dollars per share)																	$ 2.78		$ (0.56)		$ (0.11)
Condensed Statements of Cash Flows:
Net cash provided by operating activities																	387,000,000		355,000,000		437,000,000
Cash flows from financing activities:
Payable due to consolidated affiliate																	10,000,000		130,000,000		0
Short-term debt financing, net																	33,000,000		(15,000,000)		(9,000,000)
Settlements of stock-based compensation, net																	(6,000,000)		(10,000,000)		(5,000,000)
Dividends paid																	(440,000,000)		(424,000,000)		(417,000,000)
Net cash provided by financing activities																	(403,000,000)		(319,000,000)		(431,000,000)
Net cash provided by investing activities:																	(35,000,000)		0		1,000,000
Net increase in cash and cash equivalents																	(51,000,000)		36,000,000		7,000,000
Cash and cash equivalents at beginning of year							64,000,000								28,000,000		64,000,000		28,000,000		21,000,000
Cash and cash equivalents at end of year	13,000,000								64,000,000								13,000,000		64,000,000		28,000,000
Dividends [Abstract]
Cash dividends received from consolidated subsidiaries																	486,000,000		469,000,000		461,000,000
Minimum percentage of weighted-average common equity component authorization, set by CPUC (as a percent)																	48.00%
Related Party Transactions
Current receivables due from affiliates	34,000,000								23,000,000								34,000,000		23,000,000
Current payables due to affiliates	69,000,000								146,000,000								69,000,000		146,000,000
Long-term receivables due from affiliate	486,000,000								322,000,000								486,000,000		322,000,000
Long-term payables due to affiliates	135,000,000								112,000,000								135,000,000		112,000,000
Impairment and other charges, after tax									1,300,000,000
Edison International | Senior Notes Due 2017
Debt and Credit Agreements
Senior notes	400,000,000																400,000,000
Edison International | Revolving credit facility maturing in July 2018
Debt and Credit Agreements
Amount available	1,216,000,000																1,216,000,000
Edison International | Debentures and notes
Debt and Credit Agreements
Interest rate on debt (as a percent)	3.75%																3.75%
Southern California Edison
Assets:
Cash and cash equivalents	54,000,000								45,000,000								54,000,000		45,000,000		57,000,000
Other current assets	393,000,000								171,000,000								393,000,000		171,000,000
Total current assets	3,075,000,000								2,562,000,000								3,075,000,000		2,562,000,000
Other	398,000,000								531,000,000								398,000,000		531,000,000
Total assets	46,050,000,000								44,034,000,000								46,050,000,000		44,034,000,000
Liabilities and Equity:
Accounts payable	1,373,000,000								1,297,000,000								1,373,000,000		1,297,000,000
Other current liabilities	1,091,000,000								1,105,000,000								1,091,000,000		1,105,000,000
Total current liabilities	4,398,000,000								3,513,000,000								4,398,000,000		3,513,000,000
Long-term debt	9,422,000,000								8,828,000,000								9,422,000,000		8,828,000,000
Common stockholders' equity	12,138,000,000								11,743,000,000								12,138,000,000		11,743,000,000		9,958,000,000	9,207,000,000
Total liabilities and equity	46,050,000,000								44,034,000,000								46,050,000,000		44,034,000,000
Condensed Statements of Income:
Operating revenue and other income	2,931,000,000		3,957,000,000		3,045,000,000		2,629,000,000		3,057,000,000		3,731,000,000		2,651,000,000		2,412,000,000		12,562,000,000		11,851,000,000		10,577,000,000
Operating expenses and interest expense																	10,811,000,000		9,572,000,000		8,454,000,000
Loss before equity in earnings of subsidiaries	505,000,000		804,000,000		(55,000,000)		498,000,000		792,000,000		659,000,000		430,000,000		397,000,000		1,751,000,000		2,279,000,000		2,123,000,000
Income tax expense (benefit)																	279,000,000		214,000,000		601,000,000
Net income (loss)	283,000,000	[1],[2],[3]	502,000,000	[1],[2],[3]	(67,000,000)	[1],[2],[3]	283,000,000	[1],[2],[3]	858,000,000	[2],[3]	388,000,000	[2],[3]	214,000,000	[2],[3]	201,000,000	[2],[3]	1,000,000,000	[1],[2],[3]	1,660,000,000	[2],[3]	1,144,000,000
Other comprehensive income (loss)																	18,000,000		(5,000,000)		1,000,000
Condensed Statements of Cash Flows:
Net cash provided by operating activities																	3,284,000,000		4,086,000,000		3,261,000,000
Cash flows from financing activities:
Short-term debt financing, net																	(1,000,000)		(250,000,000)		419,000,000
Settlements of stock-based compensation, net																	(43,000,000)		(57,000,000)		(10,000,000)
Dividends paid																	(587,000,000)		(551,000,000)		(520,000,000)
Net cash provided by financing activities																	508,000,000		256,000,000		799,000,000
Net cash provided by investing activities:																	(3,783,000,000)		(4,354,000,000)		(4,260,000,000)
Net increase in cash and cash equivalents																	9,000,000		(12,000,000)		(200,000,000)
Cash and cash equivalents at beginning of year							45,000,000								57,000,000		45,000,000		57,000,000		257,000,000
Cash and cash equivalents at end of year	54,000,000								45,000,000								54,000,000		45,000,000		57,000,000
Dividends [Abstract]
Weighted-average common equity component authorization, set by CPUC remaining over number of months (in months)																	13 months
Period for calculation of weighted average common equity component (months)																	13 months
Weighted-average common equity component of total capitalization (as a percent)																	49.20%
Capacity to pay additional dividends																	247,000,000
Restriction on net assets	11,900,000,000																11,900,000,000
Debt and Credit Agreements
Short-term debt	175,000,000								175,000,000								175,000,000		175,000,000
Related Party Transactions
Expenses from services provided by SCE																	3,000,000		4,000,000		3,000,000
Southern California Edison | Revolving credit facility maturing in July 2018
Debt and Credit Agreements
Commitment	2,750,000,000																2,750,000,000
Outstanding borrowings	175,000,000																175,000,000
Amount available	2,459,000,000																2,459,000,000
Southern California Edison | Debentures and notes
Debt and Credit Agreements
Long-term Debt, Gross	$ 307,000,000								$ 307,000,000								$ 307,000,000		$ 307,000,000

[1] During the second quarter of 2013, SCE recorded an impairment charge of $575 million ($365 million after tax) related to the permanent retirement of San Onofre Units 2 and 3.

[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, SCE implemented the 2012 GRC Decision which resulted in an earnings impact of approximately $500 million.

[4] During the fourth quarter of 2012, Edison International recorded a full impairment of its investment in EME. See Note 16 for further information.

XML

Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits
Beginning balance	$ 812	$ 631	$ 565
Tax positions taken during the current year, Increases	19	33	39
Tax positions taken during a prior year, Increases	43	177	102
Tax positions taken during a prior year, Decreases	(109)	(11)	(75)
Tax positions taken during a prior year: Increases (decreases) - deconsolidation of EME	50	(18)	0
Decreases for settlements during the period	0	0	0
Ending balance	815	812	631
Southern California Edison
Reconciliation of Unrecognized Tax Benefits
Beginning balance	571	373	329
Tax positions taken during the current year, Increases	22	35	34
Tax positions taken during a prior year, Increases	45	169	82
Tax positions taken during a prior year, Decreases	(106)	(6)	(72)
Tax positions taken during a prior year: Increases (decreases) - deconsolidation of EME	0	0	0
Decreases for settlements during the period	0	0	0
Ending balance	$ 532	$ 571	$ 373

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Sources of income (loss) before income taxes

Edison International's sources of income (loss) before income taxes are:

	Years ended December 31,
(in millions)	2013		2012			2011
Income from continuing operations before income taxes	$	1,221	$	1,861		$	1,668
Discontinued operations before income taxes	—		(2,235		)	(1,931		)
Income (loss) before income tax	$	1,221	$	(374	)	$	(263	)

Components of income tax expense (benefit) by location of taxing jurisdiction

The components of income tax expense (benefit) by location of taxing jurisdiction are:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012		2011
Current:
Federal	$	(97	)	$	—		$	(279	)	$	(119	)	$	—	$	(275	)
State	(9		)	—			80			(19		)	50		91
	(106		)	—			(199		)	(138		)	50		(184		)
Deferred:
Federal	317			132			727			345			136		757
State	31			135			40			72			28		28
	348			267			767			417			164		785
Total continuing operations	242			267			568			279			214		601
Discontinued operations	(36		)	(549		)	(853		)	—			—		—
Total	$	206		$	(282	)	$	(285	)	$	279		$	214	$	601

Components of net accumulated deferred income tax liability

The components of net accumulated deferred income tax liability are:

	Edison International					SCE
	December 31,
(in millions)	2013			2012		2013			2012
Deferred tax assets:
Property and software related	$	523		$	600	$	523		$	600
Unrealized gains and losses	579			491		569			477
Loss and credit carryforwards	2,228			1,515		427			125
Regulatory balancing accounts	139			80		139			80
Pension and PBOPs	264			275		86			99
Other	721			723		563			625
Sub-total	4,454			3,684		2,307			2,006
Less valuation allowance	1,380			1,017		—			—
Total	3,074			2,667		2,307			2,006
Deferred tax liabilities:
Property-related	7,879			7,289		7,869			7,279
Capitalized software costs	318			325		318			325
Regulatory balancing accounts	625			296		625			296
Unrealized gains and losses	569			477		569			477
Other	503			471		399			379
Total	9,894			8,858		9,780			8,756
Accumulated deferred income tax liability, net	$	6,820		$	6,191	$	7,473		$	6,750
Classification of accumulated deferred income taxes, net:
Included in deferred credits and other liabilities	$	7,241		$	6,127	$	7,737		$	6,669
Included in current liabilities (assets)	(421		)	64		(264		)	81

Reconciliation of income tax expense

The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:

	Edison International									SCE
	Years ended December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Income from continuing operations before income taxes	$	1,221		$	1,861		$	1,668		$	1,279		$	1,874		$	1,745
Provision for income tax at federal statutory rate of 35%	427			652			584			448			656			611
Increase (decrease) in income tax from:
Items presented with related state income tax, net:
Repair deductions1	—			(231		)	—			—			(231		)	—
State tax, net of federal benefit	18			108			85			34			54			80
Property-related2	(192		)	(223		)	(46		)	(192		)	(223		)	(46		)
Accumulated deferred income tax adjustments	—			(41		)	(30		)	—			(41		)	(30		)
Change related to uncertain tax positions	14			40			—			14			36			(3		)
Other	(25		)	(38		)	(25		)	(25		)	(37		)	(11		)
Total income tax expense from continuing operations	$	242		$	267		$	568		$	279		$	214		$	601
Effective tax rate	19.8		%	14.3		%	34.1		%	21.8		%	11.4		%	34.4		%

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. See discussion of repair deductions below

Reconciliation of unrecognized tax benefits

The following table provides a reconciliation of unrecognized tax benefits for continuing and discontinued operations:

	Edison International									SCE
	December 31,
(in millions)	2013			2012			2011			2013			2012			2011
Balance at January 1,	$	812		$	631		$	565		$	571		$	373		$	329
Tax positions taken during the current year:
Increases	19			33			39			22			35			34
Tax positions taken during a prior year:
Increases	43			177			102			45			169			82
Decreases	(109		)	(11		)	(75		)	(106		)	(6		)	(72		)
Increases (decreases) – deconsolidation of EME 1	50			(18		)	—			—			—			—
Decreases for settlements during the period	—			—			—			—			—			—
Balance at December 31,	$	815		$	812		$	631		$	532		$	571		$	373

¹ Unrecognized tax benefits of EME have been deconsolidated as a result of the bankruptcy filing by EME, except for tax liabilities that Edison International is jointly liable with EME under the Internal Revenue Code and applicable state statues. See Note 16 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 $50 million as a result of unfavorable developments during the fourth quarter of 2013.

Schedule of interest and penalties related to income tax liabilities

The total amount of accrued interest and penalties related to income tax liabilities for continuing and discontinued operations are:

	Edison International				SCE
	December 31,
(in millions)	2013		2012		2013		2012
Accrued interest and penalties	$	406	$	278	$	88	$	87

The net after-tax interest and penalties recognized in income tax expense are:

	Edison International									SCE
	December 31,
(in millions)	2013			2012			2011			2013		2012			2011
Net after-tax interest and penalties tax benefit (expense)	$	(3	)	$	(10	)	$	(8	)	$	2	$	(11	)	$	(8	)

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Other Investments

12 Months Ended

Dec. 31, 2013

Regulated Entity, Other Assets, Noncurrent [Abstract]

Other Investments

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 approximately $23 million per year 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
		December 31,
(in millions)		2013		2012		2013		2012
Stocks	—	$	656	$	978	$	2,208	$	2,271
Municipal bonds	2051	675		518		756		644
U.S. government and agency securities	2044	902		547		947		603
Corporate bonds	2054	208		324		241		410
Short-term investments and receivables/payables	One-year	329		116		342		120
Total		$	2,770	$	2,483	$	4,494	$	4,048

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 billion, $2.1 billion and $2.8 billion for the years ended December 31, 2013, 2012 and 2011, respectively. Unrealized holding gains, net of losses, were $1.7 billion and $1.6 billion at December 31, 2013 and 2012, respectively.

The following table sets forth a summary of changes in the fair value of the trusts:

	Years ended December 31,
(in millions)	2013			2012			2011
Balance at beginning of period	$	4,048		$	3,592		$	3,480
Gross realized gains	300			73			108
Gross realized losses	(32		)	(5		)	(17		)
Unrealized gains (losses), net	160			276			(7		)
Other-than-temporary impairments	(47		)	(36		)	(47		)
Interest, dividends, contributions and other	65			148			75
Balance at end of period	$	4,494		$	4,048		$	3,592

Due to regulatory mechanisms, earnings and realized gains and losses (including other-than-temporary impairments) have no impact on operating revenue or earnings.

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Regulatory Assets and Liabilities - Regulatory Balancing Accounts (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Regulatory balancing accounts | Energy Resource Recovery Account
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	$ 1,005	$ (135)
Regulatory balancing accounts | Four Corners Balancing Account
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	145	25
Regulatory balancing accounts | New System Generation Balancing Account
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	132	(21)
Regulatory Balancing Accounts, Liabilities | Public Purpose Programs and Energy Efficiency Programs
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	(1,037)	(994)
Regulatory Balancing Accounts, Liabilities | Base Rate Recovery Balancing Account
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	(247)	505
Regulatory Balancing Accounts, Liabilities | Greenhouse Gas Auction Revenue
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	(385)	(109)
Regulatory Balancing Accounts, Liabilities | FERC Balancing Account
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	(59)	(129)
Regulatory Balancing Accounts, Liabilities | Other Balancing Account
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	(108)	(142)
Regulatory Balancing Accounts, Liabilities | Significant Components
Regulatory Assets and Liabilities
Net Regulatory Assets Pertaining to Balancing Accounts	$ (554)	$ (1,000)