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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-2313
SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of registrant as specified in its charter)
California 95-1240335
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California
(Address of principal 91770
executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 302-1212
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Capital Stock
Cumulative Preferred American
4.08% Series 4.32% Series
4.24% Series 4.78% Series
Securities registered pursuant to Section 12(g) of the Act: None
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. Yes |X| No |_|
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. |X|
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes |_| No |X|
As of June 30, 2004, there were 434,888,104 shares of Common Stock outstanding, all of which are held by the
registrant's parent holding company. The aggregate market value of registrant's voting and non-voting common
equity held by non-affiliates was zero. As of March 10, 2005, there were 434,888,104 shares of Common Stock
outstanding.
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 registrant's Annual Report to Shareholders
for the year ended December 31, 2004........................................................ Parts I and II
(2) Designated portions of the Joint Proxy Statement relating
to registrant's 2005 Annual Meeting of Shareholders......................................... Part III
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TABLE OF CONTENTS
Item Page
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Forward-Looking Statements......................................................................... 1
Part I
1. Business ..................................................................................... 1
Regulation................................................................................ 1
Competition............................................................................... 3
Properties................................................................................ 3
Nuclear Power Matters..................................................................... 5
Purchased Power and Fuel Supply........................................................... 5
Discontinued Operations................................................................... 7
Seasonality............................................................................... 7
Environmental Matters..................................................................... 7
Financial Information About Geographic Areas.............................................. 14
2. Properties.................................................................................... 14
3. Legal Proceedings............................................................................. 14
Navajo Nation Litigation.................................................................. 14
4. Submission of Matters to a Vote of Security Holders........................................... 14
Executive Officers of the Registrant...................................................... 15
Part II
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities................................................................ 17
6. Selected Financial Data....................................................................... 17
7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 17
7A. Quantitative and Qualitative Disclosures About Market Risk.................................... 17
8. Financial Statements and Supplementary Data................................................... 17
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......... 17
9A. Controls and Procedures....................................................................... 17
9B. Other Information............................................................................. 18
Part III
10. Directors and Executive Officers of the Registrant............................................ 18
11. Executive Compensation........................................................................ 18
12. Security Ownership of Certain Beneficial Owners and Management................................ 18
13. Certain Relationships and Related Transactions................................................ 19
14. Principal Accounting Fees and Services........................................................ 19
15. Exhibits and Financial Statement Schedules.................................................... 19
Financial Statements...................................................................... 19
Report of Independent Registered Public Accounting Firm and
Schedules Supplementing Financial Statements......................................... 19
Exhibits.................................................................................. 19
Signatures.................................................................................... 24
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that reflect Southern California Edison
Company's (SCE) current expectations and projections about future events based on SCE's knowledge of present
facts and circumstances and assumptions about future events. Other information distributed by 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,"
"intends," "plans," "probable," and variations of such words and similar expressions 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, or that otherwise could impact SCE are referred to in the first
paragraph of the Introduction in the Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) that appears in SCE's 2004 Annual Report to Shareholders (Annual Report), a copy of which is
filed as Exhibit 13 to this Form 10-K, and is incorporated by reference into Part II, Item 7 of this report.
Additional information about risks and uncertainties is contained throughout this report, in the MD&A, and in the
Notes to Consolidated Financial Statements (Notes to Financial Statements) that appear in SCE's Annual Report and
are incorporated by reference into Part II, Item 8 of 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 SCE's business. The information contained in this report is subject to change without
notice, and SCE is not obligated to publicly update or revise forward-looking statements. Readers should review
future reports filed by SCE with the Securities and Exchange Commission (SEC).
PART I
Item 1. Business
SCE was incorporated in 1909 under the laws of the State of California. SCE is a public utility primarily
engaged in the business of supplying electric energy to a 50,000-square-mile area of central, coastal and
southern California, excluding the City of Los Angeles and certain other cities. This SCE service territory
includes approximately 430 cities and communities and a population of more than 13 million people. In 2004,
SCE's total operating revenue was derived as follows: 39% commercial customers, 32% residential customers,
8% other electric revenue, 7% industrial customers, 7% resale sales, 6% public authorities, and 1% agricultural
and other customers. At December 31, 2004, SCE had consolidated assets of $23.3 billion and total shareholder's
equity of $4.6 billion. SCE had 13,463 full-time employees at year-end 2004.
Information about SCE is available on the internet website maintained by Edison International at
http://www.edisoninvestor.com. SCE makes available, free of charge on that internet website, its Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably
practicable after SCE electronically files such material with, or furnishes it to, the SEC. Such reports are
also available on the SEC's internet website at http://www.sec.gov.
Regulation
SCE's retail operations are subject to regulation by the California Public Utilities Commission (CPUC). The CPUC
has the authority to regulate, among other things, retail rates, issuance of securities, and accounting
practices. SCE's wholesale operations are subject to regulation by the Federal Energy
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Regulatory Commission (FERC). The FERC has the authority to regulate wholesale rates as well as other matters,
including retail transmission service pricing, accounting practices, and licensing of hydroelectric projects.
Additional information about the regulation of SCE by the CPUC and the FERC, and about SCE's competitive
environment, appears in the MD&A under the headings "Management Overview" and "Regulatory Matters," and is
incorporated herein by this reference. Also see "Competition" below.
SCE is subject to the jurisdiction of the United States Nuclear Regulatory Commission with respect to its nuclear
power plants. United States Nuclear Regulatory Commission regulations govern the granting of licenses for the
construction and operation of nuclear power plants and subject those power plants to continuing review and
regulation.
The construction, planning, and siting of SCE's power plants within California are subject to the jurisdiction of
the California Energy Commission and the CPUC. SCE is subject to the rules and regulations of the California Air
Resources Board, State of Nevada, and local air pollution control districts with respect to the emission of
pollutants into the atmosphere; the regulatory requirements of the California State Water Resources Control Board
and regional boards with respect to the discharge of pollutants into waters of the state; and the requirements of
the California Department of Toxic Substances Control with respect to handling and disposal of hazardous
materials and wastes. SCE is also subject to regulation by the United States Environmental Protection Agency (US
EPA), which administers federal statutes relating to environmental matters. Other federal, state, and local laws
and regulations relating to environmental protection, land use, and water rights also affect SCE.
The California Coastal Commission issued a coastal permit for the construction of the San Onofre Nuclear
Generating Station (San Onofre) Units 2 and 3 in 1974. This permit, as amended, requires mitigation for impacts
to fish and the San Onofre kelp bed. California Coastal Commission jurisdiction will continue for several years
due to ongoing implementation and oversight of these permit mitigation conditions, consisting of restoration of
wetlands and construction of an artificial reef for kelp. SCE has a coastal permit from the California Coastal
Commission to construct a temporary dry cask spent fuel storage installation for San Onofre Units 2 and 3. The
California Coastal Commission also has continuing jurisdiction over coastal permits issued for the
decommissioning of San Onofre Unit 1, including for the construction of a temporary dry cask spent fuel storage
installation for spent fuel from that unit.
The United States Department of Energy has regulatory authority over certain aspects of SCE's operations and
business relating to energy conservation, power plant fuel use and disposal, electric sales for export, public
utility regulatory policy, and natural gas pricing.
SCE is subject to CPUC affiliate transaction rules and compliance plans governing the relationship between SCE
and its affiliates. Edison International is not a public utility under the laws of the State of California and
is not subject to regulation as such by the CPUC. The CPUC decision authorizing SCE to reorganize into a holding
company structure, however, contains certain conditions, which, among other things: (1) ensure the CPUC access
to books and records of Edison International and its affiliates which relate to transactions with SCE;
(2) require Edison International and its subsidiaries to employ accounting and other procedures and controls to
ensure full review by the CPUC and to protect against subsidization of nonutility activities by SCE's customers;
(3) require that all transfers of market, technological, or similar data from SCE to Edison International or its
affiliates be made at market value; (4) preclude SCE from guaranteeing any obligations of Edison International
without prior written consent from the CPUC; (5) provide for royalty payments to be paid by Edison International
or its subsidiaries in connection with the transfer of product rights, patents, copyrights, or similar legal
rights from SCE; and (6) prevent Edison
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International and its subsidiaries from providing certain facilities and equipment to SCE except through
competitive bidding. In addition, the decision provides that SCE shall maintain a balanced capital structure in
accordance with prior CPUC decisions, 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
determined to be necessary to meet SCE's service obligations, shall be given first priority by the boards of
directors of Edison International and SCE.
In addition, the CPUC has issued affiliate transaction rules governing the relationships between SCE and its
affiliates, including Edison International and Edison International's other subsidiaries engaged in nonutility
businesses. SCE has filed compliance plans which set forth SCE's implementation of the CPUC's affiliate
transaction rules. The rules and compliance plans are intended to maintain separateness between utility and
nonutility activities and ensure that utility assets are not used to subsidize the activities of nonutility
affiliates.
Competition
Because SCE is an electric utility company operating within a defined service territory pursuant to authority
from the CPUC, SCE faces competition only to the extent that federal and California laws permit other entities to
provide electricity and related services to customers within SCE's service territory. California law currently
provides only limited opportunities for customers to choose to purchase power directly from an energy service
provider other than SCE. SCE also faces some competition from cities that create municipal utilities or
community choice aggregators. In addition, customers may install their own on-site power generation facilities.
Competition with SCE is conducted mainly on the basis of price as customers seek the lowest cost power
available. The effect of competition on SCE generally is to reduce the size of SCE's customer base, thereby
creating upward pressure on SCE's rate structure to cover fixed costs, which in turn may cause more customers to
leave SCE in order to obtain lower rates. Additional information about competition of SCE appears in the MD&A
under the heading "Regulatory Matters--Generation and Power Procurement--Direct Access and Community Choice
Aggregation," and is incorporated herein by this reference.
Properties
SCE supplies electricity to its customers through extensive transmission and distribution networks. Its
transmission facilities, which deliver power from generating sources to the distribution network, consist of
approximately 7,200 circuit miles of 33 kilovolt (kV), 55 kV, 66 kV, 115 kV, and 161 kV lines and 3,522 circuit
miles of 220 kV lines (all located in California), 1,238 circuit miles of 500 kV lines (1,040 miles in
California, 86 miles in Nevada, and 112 miles in Arizona), and 857 substations (all in California). SCE's
distribution system, which takes power from substations to the customer, includes approximately 60,398 circuit
miles of overhead lines, 36,841 circuit miles of underground lines, 1.5 million poles, 566 distribution
substations, 691,000 transformers, and 765,000 area and street lights, all of which are located in California.
SCE owns and operates the following generating facilities: (1) an undivided 75.05% interest (1,614 megawatts
(MW)) in San Onofre Units 2 and 3, which are large pressurized water nuclear units located on the California
coastline between Los Angeles and San Diego; (2) 36 hydroelectric plants (1,175 MW) located in California's
Sierra Nevada, San Bernardino and San Gabriel mountain ranges, three of which (2.7 MW) are no longer operational;
(3) a diesel-fueled generating plant (9 MW) and one hydroelectric plant (0.11 MW) located on Santa Catalina
island off the southern California coast; and (4) an undivided 56% interest (885 MW net) in the Mohave Generating
Station, which consists of two coal-fueled generating units located in Clark County, Nevada near the California
border.
Page 3
SCE also owns an undivided 15.8% interest (601 MW) in Palo Verde Nuclear Generating Station, which is located
near Phoenix, Arizona, and an undivided 48% interest (710 MW) in Units 4 and 5 at Four Corners Generating
Station, which is a coal-fueled generating plant located near the City of Farmington, New Mexico. The Palo Verde
and Four Corners plants are operated by Arizona Public Service Company.
On March 12, 2004, SCE acquired Mountainview Power Company LLC, which owns a power plant under construction in
Redlands, California. SCE recommenced full construction of the approximately $600 million project, which is
expected to be completed in early 2006. When completed, the Mountainview project will have a generating capacity
of 1,054 MW.
At year-end 2004, the SCE-owned generating capacity (summer effective rating) was divided approximately as
follows: 45% nuclear, 32% coal, 23% hydroelectric, and less than 1% diesel. The capacity factors in 2004 for
SCE's nuclear and coal-fired generating units were: 80% for San Onofre; 73% for Mohave; 83% for Four Corners; and
84% for Palo Verde. For SCE's hydroelectric plants, generating capacity is dependent on the amount of available
water. Therefore, while SCE's hydroelectric plants operated at a 35% capacity factor in 2004 due to a below
normal water year, these plants were operationally available for 92.1% of the year.
The San Onofre units, Four Corners station, certain of SCE's substations, and portions of its transmission,
distribution and communication systems are located on lands of the United States or others under (with minor
exceptions) licenses, permits, easements or leases, or on public streets or highways pursuant to franchises.
Certain of such documents obligate SCE, under specified circumstances and at its expense, to relocate
transmission, distribution, and communication facilities located on lands owned or controlled by federal, state,
or local governments.
Thirty-one of SCE's 36 hydroelectric plants (some with related reservoirs) are located in whole or in part on
United States lands pursuant to 30- to 50-year FERC licenses that expire at various times between 2005 and 2039
(the remaining five plants are located entirely on private property and are not subject to FERC jurisdiction).
Such 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 purposes
greater consideration in the licensing process. SCE's applications for the relicensing of certain hydroelectric
projects with an aggregate dependable operating capacity of approximately 22 MW are pending. Annual licenses
have been issued to SCE hydroelectric projects that are undergoing relicensing and whose long-term licenses have
expired. Federal Power Act Section 15 requires that the annual licenses be renewed until the long-term licenses
are issued or denied.
Substantially all of SCE's properties are subject to the lien of a trust indenture securing First and Refunding
Mortgage Bonds, of which approximately $4.92 billion in principal amount was outstanding on March 10, 2005
(including the First Mortgage Bonds issued to secure a $1.25 billion revolving credit facility). Such lien and
SCE's title to its properties are subject to the terms of franchises, licenses, easements, leases, permits,
contracts, and other instruments under which properties are held or operated, certain statutes and governmental
regulations, liens for taxes and assessments, and liens of the trustees under the trust indenture. In addition,
such lien and SCE's title to its properties are subject to certain other liens, prior rights and other
encumbrances, none of which, with minor or insubstantial exceptions, affect SCE's right to use such properties in
its business, unless the matters with respect to SCE's interest in the Four Corners plant and the related
easement and lease referred to below may be so considered.
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SCE's rights in the Four Corners station, which is located on land of the Navajo Nation of Indians under an
easement from the United States and a lease from the Navajo Nation, may be subject to possible defects. These
defects include possible conflicting grants or encumbrances not ascertainable because of the absence of, or
inadequacies in, the applicable recording law and the record systems of the Bureau of Indian Affairs and the
Navajo Nation, the possible inability of SCE to resort to legal process to enforce its rights against the Navajo
Nation without Congressional consent, the possible impairment or termination under certain circumstances of the
easement and lease by the Navajo Nation, Congress, or the Secretary of the Interior, and the possible invalidity
of the trust indenture lien against SCE's interest in the easement, lease, and improvements on the Four Corners
station.
Nuclear Power Matters
San Onofre Nuclear Generating Station
Information about operating issues related to San Onofre appears in the MD&A under the heading "Regulatory
Matters--Generation and Power Procurement--San Onofre Nuclear Generating Station," and is incorporated herein by
this reference.
Palo Verde Plant Steam Generators
Information about Palo Verde steam generator replacements appears in the MD&A under the heading "Regulatory
Matters--Generation and Power Procurement--Palo Verde Steam Generators," and is incorporated herein by this
reference.
Nuclear Decommissioning
Information about nuclear decommissioning can be found in Note 9 of Notes to Financial Statements and is
incorporated herein by this reference.
Nuclear Insurance
Information about nuclear insurance can be found in Note 10 of Notes to Financial Statements and is incorporated
herein by this reference.
Purchased Power and Fuel Supply
SCE obtains the power needed to serve its customers from its generating facilities and from purchases from
qualifying facilities, independent power producers, the California Independent System Operator, and other
utilities. In addition, power is provided to SCE's customers through purchases by the California Department of
Water Resources (CDWR) under contracts with third parties. Sources of power to serve SCE's customers during 2004
were as follows: 31.5% purchased power; 30.3% CDWR; and 38.2% SCE-owned generation consisting of 13.7% nuclear,
20.0% coal, and 4.5% hydro. Additional information about SCE's power procurement activities appears in the MD&A
under the heading "Regulatory Matters--Generation and Power Procurement," and is incorporated herein by this
reference.
Natural Gas Supply
SCE's natural gas requirements in 2004 were for start-up use at the Mohave coal-fired generation facility and to
meet contractual obligations for power tolling agreements. All of the physical gas purchased by SCE in 2004 was
purchased under North American Energy Standards Board agreements (master gas
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agreements) that define the terms and conditions of transactions with a particular supplier prior to any
financial commitment.
SCE contracted for firm access rights onto the Southern California Gas Company system at Wheeler Ridge for
198,863 million British thermal units (MMBtu) per day in a 13-year contract entered into in August 1993,
effective November 1, 1993. SCE also has firm transportation rights of 18,000 MMBtu per day on Southwest Gas
Corp's pipeline to serve Mohave generation facility.
In 2004, SCE secured a one-year natural gas storage capacity contract with Southern California Gas Company for
the 2004/2005 storage season. In 2005, SCE secured a one-year natural gas storage capacity contract with
Southern California Gas Company for the 2005/2006 storage season. Storage capacity was secured to provide
operation flexibility and to mitigate potential costs associated with the dispatch of SCE's tolling agreements.
Nuclear Fuel Supply
For San Onofre Units 2 and 3, contractual arrangements are in place covering 100% of the projected nuclear fuel
requirements through the years indicated below:
Uranium concentrates.............................................................. 2008
Conversion................................................................... 2008
Enrichment................................................................... 2008
Fabrication.................................................................. 2015
For Palo Verde, contractual arrangements are in place covering 100% of the projected nuclear fuel requirements
through the years indicated below:
Uranium concentrates.............................................................. 2008
Conversion................................................................... 2008
Enrichment................................................................... 2008
Fabrication.................................................................. 2015
Spent Nuclear Fuel
Information about Spent Nuclear Fuel appears in Note 10 of Notes to Financial Statements and is incorporated
herein by this reference.
Coal Supply
SCE purchases coal pursuant to long term contracts to provide stable and reliable fuel supplies to its
two coal-fired generating stations, the Mohave and Four Corners plants. SCE entered into a coal contract, dated
September 1, 1966, with BHP Navajo Coal Company, the predecessor to the current owner of the Navajo mine, to
supply coal to Four Corners Units 4 and 5. The initial term of this coal supply contract for the Four Corners
plant was through 2004 and included extension options for up to 15 additional years. On January 1, 2005 SCE and
the other Four Corners participants entered into a Restated and Amended Four Corners Fuel Agreement under which
coal will be supplied until July 6, 2016. The Restated and Amended Agreement contains an option to extend for
not less than five additional years or more than 15 years. Additional information about the litigation affecting
the coal supply contract for the Mohave plant appears in the MD&A under the heading "Other Developments--Navajo
Nation Litigation," and is incorporated herein by this reference. SCE does not have reasonable assurance of an
adequate coal
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supply for operating the Mohave plant after 2005. If reasonable assurance of an adequate coal supply is not
obtained, it will become necessary to shut down the Mohave plant after December 31, 2005.
Discontinued Operations
Information about SCE's discontinued operations appears in Note 12 of Notes to Financial Statements and is
incorporated herein by this reference.
Seasonality
Due to warmer weather during the summer months, electric utility revenue during the third quarter of each year is
generally significant higher than other quarters.
Environmental Matters
SCE is subject to environmental regulation by federal, state and local authorities in the jurisdictions in which
it operates in the United States. This regulation, including the areas of air and water pollution, waste
management, hazardous chemical use, noise abatement, land use, aesthetics, and nuclear control, continues to
result in the imposition of numerous restrictions on SCE's operation of existing facilities, on the timing, cost,
location, design, construction, and operation by SCE of new facilities, and on the cost of mitigating the effect
of past operations on the environment.
SCE believes that it is in substantial compliance with environmental regulatory requirements and that maintaining
compliance with current requirements will not materially affect its financial position or results of operations.
However, possible future developments, such as the promulgation of more stringent environmental laws and
regulations, future proceedings that may be initiated by environmental authorities, and settlements agreed to by
other companies could affect the costs and the manner in which SCE conducts its business and could cause it to
make substantial additional capital or operational expenditures. There is no assurance that SCE would be able to
recover these increased costs from its customers or that SCE's financial position and results of operations would
not be materially adversely affected. SCE is unable to predict the extent to which additional regulations may
affect its operations and capital expenditure requirements.
Typically, environmental laws and regulations require a lengthy and complex process for obtaining licenses,
permits and approvals prior to construction, operation or modification of a project. Meeting all the necessary
requirements can delay or sometimes prevent the completion of a proposed project as well as require extensive
modifications to existing projects, which may involve significant capital or operational expenditures.
Furthermore, if SCE fails to comply with applicable environmental laws, it may be subject to injunctive relief,
penalties and fines imposed by regulatory authorities.
Air Quality
SCE's facilities, including in particular the Mohave plant located in Laughlin, Nevada, and the Four Corners
plant located in the Four Corners area of New Mexico, are subject to various air quality regulations, including
the Federal Clean Air Act and similar state and local statutes.
Mohave Consent Decree. In 1998, several environmental groups filed suit against the co-owners of the Mohave
plant regarding alleged violations of emissions limits. In order to resolve the lawsuit and accelerate
resolution of key environmental issues regarding the plant, the parties entered into a consent decree, which was
approved by the Nevada federal district court in December 1999. The decree also addressed concerns raised by the
US EPA programs regarding regional haze and visibility. As to regional
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haze, the US EPA issued final rulemaking on July 1, 1999, that did not impose any additional emissions control
requirements on the Mohave plant beyond meeting the provisions of the consent decree. As to visibility, the US
EPA issued its final rule regarding visibility impairment at the Grand Canyon on February 8, 2002. This final
rule incorporated the terms of the consent decree into the Visibility Federal Implementation Plan for the State
of Nevada, making the terms of the consent decree federally enforceable.
SCE's share of the costs of complying with the consent decree and taking other actions to continue operation of
the Mohave plant beyond 2005 is estimated to be approximately $605 million over approximately the next four
years. On December 3, 2004, the CPUC approved a decision authorizing certain expenditures related to securing
agreements with the Navajo Nation and the Hopi Tribe regarding an alternate water supply for use in a slurry
pipeline for transporting coal fuel from the Black Mesa Mine to the Mohave plant, among other limited
expenditures. The CPUC left for a later decision (if agreement can be reached between the Mohave co-owners and
the Tribes on post 2005 water and coal supply needs), the approval of capital funds for retrofit of air pollution
controls and related equipment needed for compliance with the consent decree, and for continued operation of
Mohave past 2005. It is not currently known whether such an agreement on water and coal supplies for Mohave will
be reached with the Tribes.
Additional information about these issues appears in the MD&A under the headings "Other
Developments--Environmental Matters," and "Regulatory Matters--Generation and Power Procurement--Mohave Generating
Station and Related Proceedings," and is incorporated herein by this reference.
Mercury. In December 2000, the US EPA announced its intent to regulate mercury emissions and other hazardous air
pollutants from coal-fired electric power plants under Section 112 of the Clean Air Act, and indicated that it
would propose a rule to regulate these emissions. On January 30, 2004, the US EPA published proposed rules for
regulating mercury emissions from coal fired power plants. The US EPA proposed two rule options for public
comment: (1) regulate mercury as a hazardous air pollutant under Section 112(d) of the Clean Air Act; or
(2) rescind the US EPA's December 2000 finding regarding a need to control coal power plant mercury emissions as a
hazardous air pollutant, and instead, promulgate a new "cap and trade" emissions regulatory program to reduce
mercury emissions in two phases by years 2010 and 2018. On March 16, 2004, the US EPA published a Supplemental
Notice of Proposed Rulemaking that provides more details on its emissions cap and trade proposal for mercury, and
on November 30, 2004, the US EPA issued a Notice of Data Availability (NODA) requesting comments on additional
modeling and other data the US EPA was considering in development of its final rule. The NODA public comment
period closed on January 2, 2005. At this time, the US EPA anticipates finalizing the regulations on March 15,
2005, with controls required to be in place on existing units by March 15, 2008 (if the technology-based standard
is chosen) and 2010 (when Phase I of the cap and trade approach would be implemented if this approach is chosen).
For SCE, these regulations will primarily impact its operation of the Mohave Generating Station. Additional
information regarding the future operation or shutdown of the Mohave Generating Station appears in the MD&A under
the heading "Regulatory Matters--Generation and Power Procurement--Mohave Generating Station and Related
Proceedings," and is incorporated herein by this reference. At this point, based on the January 30, 2004, notice
proposing technology based standards, SCE believes that its Mohave Generating Station would likely meet those
proposed standards (if the other issues related to Mohave are resolved and the station is in operation). Also,
based on the preliminary information provided in the US EPA's January 30, 2004, and March 16, 2004, notices
regarding a proposed mercury cap and trade program, SCE believes that Mohave would likely have adequate
allocations of mercury
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credits for Phase I (2010); however, beginning at Phase II (2018), it appears that Mohave would need to either
purchase mercury allocation credits or install mercury controls.
Until the mercury regulations are finalized and a final resolution is reached as to whether or not the Mohave
Generating Station will operate beyond 2005, however, SCE cannot fully evaluate the potential impact of these
regulations on the operations of all of its facilities. Additional capital costs related to those regulations
could be required in the future and they could be material, depending upon the final standards adopted by the US
EPA.
National Ambient Air Quality Standards. Ambient air quality standards for ozone and fine particulate matter were
adopted by the US EPA in July 1997. These standards were challenged in the courts, and on March 26, 2002, the
United States Court of Appeals for the District of Columbia Circuit upheld the US EPA's revised ozone and fine
particulate matter ambient air quality standards.
The US EPA designated non-attainment areas for the 8-hour ozone standard on April 30, 2004, and for the fine
particulate standard on January 5, 2005. States are required to revise their implementation plans for the ozone
and particulate matter standards within three years of the effective date of the respective non-attainment
designations. The revised state implementation plans are likely to require additional emission reductions from
facilities that are significant emitters of ozone precursors and particulates. Any requirement imposed on SCE's
coal-fired generating facilities to further reduce their emissions of sulfur dioxide, nitrogen oxides and fine
particulates as a result of the ozone and fine particulate matter standard will not be known until the states
revise their implementation plans.
In December 2003, the US EPA proposed rules that would require states to revise their implementation plans to
address alleged contributions to downwind areas that are not in attainment with the revised standards for ozone
and fine particulate matter. The proposed "Clean Air Interstate Rule" is designed to be completed before states
must revise their implementation plans to address local reductions needed to meet the new ozone and fine
particulate matter standards. The proposed rule would establish a two-phase, regional cap and trade program for
sulfur dioxide and nitrogen oxide. The proposed rule would affect 27 states in the eastern United States. The
proposed rule would require sulfur dioxide emissions and nitrogen oxide emissions to be reduced in two phases (by
2010 and 2015), with emissions reductions for each pollutant of 65% by 2015.
On March 10, 2005, the US EPA issued the final Clean Air Act Interstate Rule. According to information provided
by the US EPA, Phase I nitrogen oxides reductions would come into effect in 2009 rather than 2010. In addition,
the emissions budgets for sulfur dioxides and nitrogen oxides in the final rule appear to have been slightly
modified from the proposed regulation. At this time, SCE cannot predict what action the US EPA will take with
regard to the western United States where SCE has facilities, and what impact those actions will have on its
facilities. Any additional obligations on SCE's facilities to further reduce their emissions of sulfur dioxide,
nitrogen oxides and fine particulates to address local non-attainment with the 8-hour ozone and fine particulate
matter standards will not be known until the states revise their implementation plans. Depending upon the final
standards that are adopted, SCE may incur substantial costs or financial impacts resulting from required capital
improvements or operational changes.
New Source Review Requirements. On November 3, 1999, the United States Department of Justice filed the first of
a number of suits against electric utilities and power generating facilities, for alleged violations of the Clean
Air Act's "new source review" (NSR) requirements related to modifications of air emissions sources at electric
generating stations. In addition to the suits filed, the US EPA has issued a number of administrative Notices of
Violation to electric utilities alleging NSR violations. SCE has not been named as a defendant in these lawsuits
and has not received any administrative Notices of Violation alleging NSR violations at any of its facilities.
Page 9
Several of the named utilities have reached formal agreements or agreements-in-principle with the United States
to resolve alleged NSR violations. These settlements involved installation of additional pollution controls,
supplemental environment projects, and the payment of civil penalties. The agreements provided for a phased
approach to achieving required emission reductions over the next 10 to 15 years, and some called for the
retirement or repowering of coal-fired generating units. The total cost of some of these settlements exceeded
$1 billion; the civil penalties agreed to by these utilities generally range between $1 million and $10 million.
Because of the uncertainty created by the Bush administration's review of the NSR regulations and NSR enforcement
proceedings, some of these settlements have not been finalized. However, the Department of Justice review
released in January 2002 concluded "EPA has a reasonable basis for arguing that the enforcement actions are
consistent with both the Clean Air Act and the Administrative Procedure Act." No change in the Department of
Justice's position regarding pending NSR legal actions has been announced as a result of the US EPA's proposed
NSR reforms (discussed immediately below).
On December 31, 2002, the US EPA finalized a rule to improve the NSR program. This rule is intended to provide
additional flexibility with respect to NSR by, among other things, modifying the method by which a facility
calculates the emissions' increase from a plant modification; exempting, for a period of ten years, units that
have complied with NSR requirements or otherwise installed pollution control technology that is equivalent to
what would have been required by NSR; and allowing a facility to make modifications without being required to
comply with NSR if the facility maintained emissions below plant-wide applicability limits. Although states,
industry groups and environmental organizations have filed litigation challenging various aspects of the rule, it
became effective March 3, 2003. To date, the rule remains in effect, although the pending litigation could still
result in changes to the final rule.
A federal district court, ruling on a lawsuit filed by the US EPA, found on August 7, 2003 that the Ohio Edison
Company violated requirements of the NSR within the Clean Air Act by upgrading certain coal-fired power plants
without first obtaining the necessary preconstruction permits. On August 26, 2003, another federal district
court ruling in an NSR enforcement action against Duke Energy Corporation, adopted a different interpretation of
the NSR provisions that could limit liability for similar upgrade projects. This decision is currently on appeal
before the United States Court of Appeals for the Fourth Circuit.
On October 27, 2003, the US EPA issued a final rule revising its regulations to define more clearly a category of
activities that are not subject to NSR requirements under the "routine maintenance, repair and replacement"
exclusion. This clearer definition of "routine maintenance, repair and replacement," would provide SCE greater
guidance in determining what investments can be made at its existing plants to improve the safety, efficiency and
reliability of its operations without triggering NSR permitting requirements and might mitigate the potential
impact of the Ohio Edison decision. However, on December 24, 2003, the United States Court of Appeals for the
D.C. Circuit blocked implementation of the "routine maintenance, repair and replacement" rule, pending further
judicial review.
There is currently uncertainty as to the US EPA's enforcement policy on alleged NSR violations. Developments
will continue to be monitored by SCE, to assess what implications, if any, they will have on the operation of
domestic power plants owned or operated by SCE, or on SCE's results of operations or financial position.
Climate Change. Since the adoption of the United Nations Framework Convention on Climate Change in 1992, there
has been worldwide attention with respect to greenhouse gas emissions. In December 1997, the Clinton
administration participated in the Kyoto, Japan negotiations, where the basis of a Climate Change treaty was
formulated. Under the treaty, known as the Kyoto Protocol, the United States would
Page 10
be required, by 2008-2012, to reduce its greenhouse gas emissions by 7% from 1990 levels. As a result of
Russia's ratification of the Kyoto Protocol in December 2004, the Protocol officially came into effect on
February 16, 2005.
In March 2001, the Bush administration announced that the United States would not ratify the Kyoto Protocol, but
would instead offer an alternative. On February 14, 2002, President Bush announced objectives to slow the growth
of greenhouse gas emissions by reducing the amount of greenhouse gas emissions per unit of economic output by 18%
by 2012 and to provide funding for climate change-related programs. The President's proposed program does not
include mandatory reductions of greenhouse gas emissions. However, various bills have been, or are expected to
be, introduced in Congress to require greenhouse gas emission reductions and to address other issues related to
climate change. Thus, SCE may be affected by future federal or state legislation relating to controlling
greenhouse gas emissions reductions.
In addition, there have been several petitions from states and other parties to compel the US EPA to regulate
greenhouse gases under the Clean Air Act. The US EPA denied on September 3, 2003, a petition by Massachusetts,
Maine and Connecticut to compel the US EPA under the Clean Air Act to establish a national ambient air quality
standard for carbon dioxide. Since that time, 11 states and other entities have filed suits against the US EPA
in the United States Court of Appeals for the D.C. Circuit (D.C. Circuit). The D.C. Circuit has granted
intervention requests from 10 states that support the US EPA's ruling. The D.C. Circuit has not yet ruled on
this matter.
On July 21, 2004, Connecticut, New York, California, Iowa, New Jersey, Rhode Island, Vermont, Wisconsin, the City
of New York and certain environmental organizations brought lawsuits in federal court in New York, alleging that
several electric utility corporations are jointly and severally liable under a theory of public nuisance for
damages caused by their alleged contribution to global warming resulting from carbon dioxide emissions from
coal-fired power plants owned and operated by these companies or their subsidiaries. The lawsuits seek
injunctive relief in the form of a mandatory cap on carbon dioxide emissions to be phased in over several years.
The defendants in these suits have filed motions to dismiss, which have not yet been ruled upon by the court.
SCE has not been named as a defendant in these lawsuits.
Within California, the CPUC is addressing climate change related issues in various regulatory proceedings. In a
decision pertaining to SCE's 2004 long-term procurement plan the CPUC is requiring a "carbon adder" of $8-$25/ton
of carbon dioxide to be used in the evaluation of fossil fuel generation bids for contracts of five years or
longer. Additional information about SCE's long-term procurement plan appears in the MD&A under the heading
"Regulatory Matters--Generation and Power Procurement--Generation Procurement Proceedings," and is incorporated
herein by this reference. The CPUC is also addressing greenhouse gas emissions in other related proceedings. In
addition, the CPUC held a Climate Change Policy En Banc meeting on February 23, 2005, at which the CPUC sought
information on best practices to reduce greenhouse gas emissions for CPUC regulated companies.
SCE will continue to monitor these developments relating to greenhouse gas emissions so as to determine the
impacts, if any, on SCE's operations. If and to the extent that SCE does become subject to limitations on carbon
dioxide from fossil fuel-fired electric generating plants, these requirements could have a significant financial
impact on SCE's operations.
Federal Legislative Initiatives. There have been a number of bills introduced in Congress that would amend the
Clean Air Act to specifically target emissions of certain pollutants from electric utility generating stations.
These bills would mandate reductions in emissions of nitrogen oxides, sulfur dioxide and mercury. Some bills
would also impose limitations on carbon dioxide emissions. The various
Page 11
proposals differ in many details, including the timing of any required reductions; the extent of required
reductions; and the relationship of any new obligations that would be imposed by these bills with existing legal
requirements. There is significant uncertainty as to whether any of the proposed legislative initiatives will
pass in their current form or whether any compromise can be reached that would facilitate passage of
legislation. Accordingly, SCE is not able to evaluate the potential impact of these proposals at this time.
Compliance with Hazardous Substances and Hazardous Waste Laws
Under various federal, state and local environmental laws and regulations, a current or previous owner or
operator of any facility, including an electric generating facility, may be required to investigate and remediate
releases or threatened releases of hazardous or toxic substances or petroleum products located at that facility,
and may be held liable to a governmental entity or to third parties for property damage, personal injury, natural
resource damages, and investigation and remediation costs incurred by these parties in connection with these
releases or threatened releases. Many of these laws, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, commonly referred to as CERCLA, as amended by the Superfund Amendments
and Reauthorization Act of 1986 (SARA), impose liability without regard to whether the owner knew of or caused
the presence of the hazardous substances, and courts have interpreted liability under these laws to be strict and
joint and several.
The cost of investigation, remediation or removal of these substances may be substantial. In addition, persons
who arrange for the disposal or treatment of hazardous or toxic substances at a disposal or treatment facility
may be liable for the costs of removal or remediation of a release or threatened release of hazardous or toxic
substances at that disposal or treatment facility, whether or not that facility is owned or operated by that
person. Some environmental laws and regulations create a lien on a contaminated site in favor of the government
for damages and costs it incurs in connection with the remediation of contamination. The owner of a contaminated
site and persons who arrange for the disposal of hazardous substances at that site also may be subject to common
law claims by third parties based on damages and costs resulting from environmental contamination emanating from
that site.
Toxic Substances Control Act. The federal Toxic Substances Control Act and accompanying regulations govern the
manufacturing, processing, distribution in commerce, use, and disposal of listed compounds, such as
polychlorinated biphenyls, a toxic substance used in certain electrical equipment. For SCE, current costs
associated with remediation and disposal of this substance are immaterial.
Asbestos. Federal, state and local laws, regulations and ordinances also govern the removal, encapsulation or
disturbance of asbestos-containing materials when these materials are in poor condition or in the event of
construction, remodeling, renovation or demolition of a building. Those laws and regulations may impose
liability for release of asbestos-containing materials and may provide for the ability of third parties to seek
recovery from owners or operators of these properties for personal injury associated with asbestos-containing
materials.
In connection with the ownership and operation of its facilities, SCE may be liable for costs associated with
hazardous waste compliance and remediation required by the laws and regulations identified herein. The CPUC
allows SCE to recover in retail rates paid by its customers, partial environmental remediation costs at certain
sites through an incentive mechanism. Additional information about these laws and regulations appears in Note 10
of Notes to Financial Statements and in the MD&A under the heading "Other Developments--Environmental Matters,"
and is incorporated herein by this reference.
Page 12
Water Quality
Clean Water Act. Regulations under the federal Clean Water Act require permits for the discharge of pollutants
into United States waters and permits for the discharge of stormwater flows from certain facilities. Under this
act, the US EPA issues effluent limitation guidelines, pretreatment standards, and new source performance
standards for the control of certain pollutants. The Clean Water Act also regulates the thermal component (heat)
of effluent discharges and the location, design, and construction of cooling water intake structures at
generating facilities. Individual states may impose more stringent effluent limitations than the US EPA.
California has a US EPA approved program to issue individual or group (general) permits for the regulation of
Clean Water Act discharges. US EPA does not issue permits for pollution discharges in California.
SCE incurs additional expenses and capital expenditures in order to comply with guidelines and standards
applicable to certain of its facilities. SCE presently has discharge permits for all applicable facilities.
Cooling Water-Intake Structures. On July 9, 2004, the US EPA published the final Phase II regulations
implementing Section 316(b) of the Clean Water Act. The rulemaking establishes standards for cooling water
intake structures at existing electrical generating stations that withdraw more than 50 million gallons of water
per day and use more than 25% of that water for cooling purposes. The purpose of the regulations is to
substantially reduce the number of aquatic organisms that are impinged against cooling water intake structures or
drawn into cooling water systems. Pursuant to the regulation, a demonstration study must be conducted when
applying for a new or renewed National Pollutant Discharge Elimination System permit. If one can demonstrate that
the costs of meeting the presumptive standards set forth in the regulation are significantly greater than the
costs that the US EPA assumed in its rule making or are significantly disproportionate to the expected
environmental benefits, a site-specific analysis may be performed to establish alternative standards. Depending
on the findings of the demonstration studies, mechanical or technical measures, such as cooling towers and/or
operational means of reducing impingement/entrainment may be required. Additionally, the regulations allow
generating stations to consider restoration measures that offset the impingement/entrainment impacts.
The San Onofre station is the only SCE facility that is subject to these rules at this time. SCE believes that
the new rules will not significantly impact San Onofre. SCE expects that San Onofre will be able to comply with
the new rules without any physical or operational modifications for two reasons. First, San Onofre has physical
and operational attributes that reduce impingement/entrainment compared to the base case established by the US
EPA regulations. These existing attributes include velocity caps on the intake structures and a fish return
system designed to reduce impingement. Second, the coastal development permit for San Onofre requires SCE to
restore or create 150 acres of wetlands as mitigation for impingement/entrainment impacts. Nonetheless, San
Onofre must still conduct a comprehensive compliance demonstration study to show compliance. The study could
cost approximately $3 million over the next five years.
After the final promulgation of the Phase II cooling water intake structure regulation, legal challenges were
filed by environmental groups, Attorneys General for six states, a utility trade association, and several
individual electric power generating companies. These cases have been consolidated and transferred to the United
States Court of Appeals for the Second Circuit. A briefing schedule has been established for the case and a
decision is not expected until sometime in 2006. The final requirements of the Phase II rule will not be fully
known until these appeals are resolved and, if necessary, the regulation is revised by the US EPA. While SCE
believes that this rule, as drafted, would not have a material impact on SCE's operations at San Onofre, certain
aspects of the rule that are being contested, such as the right to offset impacts through restoration, are
important to SCE's expectation that compliance with the new rules
Page 13
will not require any physical or operational modifications at San Onofre. Until the challenges to the rulemaking
have concluded, SCE cannot determine the full financial impact of this rule.
Safe Drinking Water and Toxic Enforcement Act. California's Safe Drinking Water and Toxic Enforcement Act
prohibits the exposure of individuals to chemicals known to the State of California to cause cancer or
reproductive harm and the discharge of such chemicals into potential sources of drinking water. As SCE's
operations call for use of different products, and as additional chemicals are placed on the State of
California's list, SCE is required to incur additional costs to review and possibly revise its operations to
ensure compliance with the requirements of this law.
Financial Information About Geographic Areas
All of SCE's revenues for the last three fiscal years are attributed to SCE's country of domicile, the United
States. All of SCE's assets are located in the United States.
Item 2. Properties
The principal properties of SCE are described above in Part I under the heading "Properties."
Item 3. Legal Proceedings
Navajo Nation Litigation
Information about the Navajo Nation Litigation appears in the MD&A under the heading "Other Developments--Navajo
Nation Litigation," and is incorporated herein by this reference.
Item 4. Submission of Matters to a Vote of Security Holders
Effective January 10, 2005, shareholders representing 434,888,104 shares, or 92.8% of the outstanding votes,
consented in writing to an amendment to SCE's Restated Articles of Incorporation. There were no timely votes to
withhold consent for the proposal and shareholders representing 33,862,788 votes abstained. The amendment
clarifies that certain voting rights apply only to preferred shares that were outstanding at the time of the
amendment and permits an executive committee of the Board of Directors to act in its place in certain instances.
The amendment was filed with the Secretary of State of California and became effective on January 12, 2005.
Pursuant to Form 10-K's General Instruction (General Instruction) G(3), the following information is included as
an additional item in Part I:
Page 14
Executive Officers(1) of the Registrant
------------------------------ ------------------------ ---------------------------------------------------------
Age at
Executive Officer December 31, 2004 Company Position
------------------------------- ------------------------ ---------------------------------------------------------
John E. Bryson 61 Chairman of the Board
------------------------------ ------------------------ ---------------------------------------------------------
Alan J. Fohrer 54 Chief Executive Officer and Director
------------------------------ ------------------------ ---------------------------------------------------------
Robert G. Foster 57 President
------------------------------ ------------------------ ---------------------------------------------------------
Harold B. Ray 64 Executive Vice President, Generation
------------------------------ ------------------------ ---------------------------------------------------------
Pamela A. Bass 57 Senior Vice President, Customer Service
------------------------------ ------------------------ ---------------------------------------------------------
John R. Fielder 59 Senior Vice President, Regulatory Policy and Affairs
------------------------------ ------------------------ ---------------------------------------------------------
Stephen E. Pickett 54 Senior Vice President and General Counsel
------------------------------ ------------------------ ---------------------------------------------------------
Richard M. Rosenblum 54 Senior Vice President, Transmission and Distribution
------------------------------ ------------------------ ---------------------------------------------------------
W. James Scilacci(2) 49 Senior Vice President and Chief Financial Officer
------------------------------ ------------------------ ---------------------------------------------------------
Mahvash Yazdi 53 Senior Vice President, Business Integration, and
Chief Information Officer
------------------------------ ------------------------ ---------------------------------------------------------
Frederick J. Grigsby, Jr. 57 Vice President, Human Resources and Labor Relations
------------------------------ ------------------------ ---------------------------------------------------------
Thomas M. Noonan(2) 53 Vice President and Controller
------------------------------ ------------------------ ---------------------------------------------------------
Pedro J. Pizarro 39 Vice President, Power Procurement
------------------------------ ------------------------ ---------------------------------------------------------
------------------------
(1) The term "Executive Officers" is defined by Rule 3b-7 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.
(2) As a result of a reorganization of the management structure at Edison International's Edison Mission Energy
and Edison Capital businesses, SCE announced on March 9, 2005, that Mr. W. James Scilacci will resign as
Senior Vice President and Chief Financial Officer of SCE, effective March 17, 2005, to become Senior Vice
President and Chief Financial Officer of Edison Mission Energy and Edison Capital. Mr. John E. Bryson,
Chairman of the Board of SCE, has announced that he will recommend to the SCE Board that Mr. Thomas M.
Noonan replace Mr. Scilacci as Chief Financial Officer of SCE on an interim basis while continuing in his
role as Vice President and Controller of SCE.
Page 15
None of SCE's executive officers is related to each other by blood or marriage. 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, Edison International and/or the nonutility company affiliates of SCE for more than five
years except Frederick J. Grigsby, Jr.. Those officers who have not held their present position with SCE for the
past five years had the following business experience during that period:
-------------------------- ---------------------------------------------------------- ----------------------------------
Executive Officer Company Position Effective Dates
-------------------------- ---------------------------------------------------------- ----------------------------------
John E. Bryson Chairman of the Board, SCE January 2003 to present
Chairman of the Board, President, and Chief Executive January 2000 to present
Officer, Edison International
Chairman of the Board, Edison Capital(1) January 2000 to present
Chairman of the Board, EME(2) January 2000 to December 2002
-------------------------- ---------------------------------------------------------- ----------------------------------
Alan J. Fohrer Chief Executive Officer and Director, SCE January 2003 to present
Chairman of the Board and Chief Executive Officer, SCE January 2002 to December 2002
President and Chief Executive Officer, EME(2) January 2000 to December 2001
Executive Vice President and Chief Financial Officer, September 1996 to January 2000
Edison International and SCE
-------------------------- ---------------------------------------------------------- ----------------------------------
Robert G. Foster President, SCE January 2002 to present
Senior Vice President, External Affairs, Edison April 2001 to December 2001
International and SCE
Senior Vice President, Public Affairs, Edison November 1996 to April 2001
International and SCE
-------------------------- ---------------------------------------------------------- ----------------------------------
Stephen E. Pickett Senior Vice President and General Counsel, SCE January 2002 to present
Vice President and General Counsel, SCE January 2000 to December 2001
-------------------------- ---------------------------------------------------------- ----------------------------------
W. James Scilacci Senior Vice President and Chief Financial Officer, SCE January 2003 to present
Vice President and Chief Financial Officer, SCE January 2000 to December 2002
-------------------------- ---------------------------------------------------------- ----------------------------------
Mahvash Yazdi Senior Vice President, Business Integration, and Chief September 2003 to present
Information Officer, Edison International and SCE
Senior Vice President and Chief Information Officer, SCE January 2000 to September 2003
and Edison International
-------------------------- ---------------------------------------------------------- ----------------------------------
Frederick J. Grigsby, Jr. Vice President, Human Resources and Labor Relations, January 2004 to present
Edison International and SCE
Vice President, Human Resources and Labor Relations, SCE July 2001 to December 2003
Senior Vice President, Human Resources, December 1998 to October 2000
Fluor Corporation(3)(4)
-------------------------- ---------------------------------------------------------- ----------------------------------
Thomas M. Noonan Vice President and Controller, Edison International March 1999 to present
and SCE
-------------------------- ---------------------------------------------------------- ----------------------------------
Pedro J. Pizarro Vice President, Power Procurement, SCE January 2004 to present
Vice President, Strategy and Business Development, SCE July 2001 to December 2003
Vice President, Technology Business Development, Edison September 2000 to June 2001
International
Director, Strategic Planning, Edison International May 1999 to September 2000
-------------------------- ---------------------------------------------------------- ----------------------------------
(1) Edison Capital is a subsidiary of Edison International and has investments worldwide in energy and
infrastructure projects and affordable housing projects located throughout the United States.
(2) EME is a subsidiary of Edison International and is an independent power producer engaged in the business of
owning or leasing, operating and selling energy and capacity from electric power generation facilities.
Page 16
(3) This entity is not a parent, subsidiary or other affiliate of SCE.
(4) The Fluor Corporation is one of the world's largest, publicly owned engineering, procurement, construction,
and maintenance services organizations.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Certain information responding to Item 5 with respect to frequency and amount of cash dividends is included in
SCE's Annual Report to Shareholders for the year ended December 31, 2004 (Annual Report), under Quarterly
Financial Data on page 92 and is incorporated herein by this reference. As a result of the formation of a
holding company described above in Item 1, 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.
Item 6. Selected Financial Data
Information responding to Item 6 is included in the Annual Report under "Selected Financial and Operating Data:
2000-2004" on page 93, and is incorporated herein by this reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Information responding to Item 7 is included in the Annual Report on pages 1 through 42 and is incorporated
herein by this reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information responding to Item 7A is included in the MD&A under "Market Risk Exposures" on pages 8 through 11,
and is incorporated herein by this reference.
Item 8. Financial Statements and Supplementary Data
Certain information responding to Item 8 is set forth after Item 15 in Part III. Other information responding to
Item 8 is included in the Annual Report on pages 45 through 92 and is incorporated herein by this reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
SCE's management, under the supervision and with the participation of the company's Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of SCE's disclosure controls and procedures (as that
term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act)) as of the end of the period covered by this report. Based on that
Page 17
evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the
period, SCE's disclosure controls and procedures are effective.
Change in Internal Control Over Financial Reporting
There were no changes in SCE's internal control over financial reporting (as such term is defined in
Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2004 that have
materially affected, or are reasonably likely to materially affect, SCE's internal control over financial
reporting.
For the reasons discussed in Note 1 of the Notes to Consolidated Financial Statements, SCE has not designed,
established, or maintained internal control over financial reporting for four variable interest entities,
referred to as "VIEs," that SCE was required to consolidate under an accounting interpretation issued by the
Financial Accounting Standards Board. SCE's evaluation of internal control over financial reporting did not
include these VIEs.
Item 9B. Other Information
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning executive officers of SCE 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 SCE's definitive Joint Proxy Statement (Proxy Statement) to be filed with the SEC in connection with
SCE's Annual Shareholders' Meeting to be held on May 19, 2005, under the headings "Election of Directors, Nominees
for Election," "Section 16(a) Beneficial Ownership Reporting Compliance," and "Code of Business Conduct and
Ethics," and is incorporated herein by this reference. The SCE Board of Directors has determined that Thomas C.
Sutton, the Chair of the Board Audit Committee, is a financial expert under SEC Guidelines and is independent
under the New York Stock Exchange listing standards.
Item 11. Executive Compensation
Information responding to Item 11 will appear in the Proxy Statement under the headings "Director Compensation,"
"Executive Compensation:--Summary Compensation Table, Option/SAR Grants in 2004, Aggregated Option/SAR Exercises in
2004 and FY-End Option/SAR Values, Long-Term Incentive Plan Awards in Last Fiscal Year, Pension Plan Table, Other
Retirement Benefits, and Employment Contracts and Termination of Employment Arrangements," and "Compensation and
Executive Personnel Committees' Interlocks and Insider Participation," and is incorporated herein by this
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information responding to Item 12 will appear in the Proxy Statement under the headings "Stock Ownership of
Directors and Executive Officers" and "Stock Ownership of Certain Shareholders," and is incorporated herein by
this reference.
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.
Page 18
Item 13. Certain Relationships and Related Transactions
Information responding to Item 13 will appear in the Proxy Statement under the headings "Certain Relationships
and Transactions," and is incorporated herein by this reference.
Item 14. Principal Accounting Fees and Services
Information responding to Item 14 will appear in the Proxy Statement under the heading "Independent Registered
Public Accounting Firm Fees," and is incorporated herein by this reference.
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The following items contained in the Annual Report are found on pages 1 through 92, and are incorporated herein
by this reference.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income - Years Ended December 31, 2004, 2003 and 2002
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2004,
2003, and 2002
Consolidated Balance Sheets - December 31, 2004 and 2003
Consolidated Statements of Cash Flows - Years Ended December 31, 2004, 2003 and 2002
Consolidated Statements of Changes in Common Shareholders' Equity - Years Ended December 31, 2004, 2003
and 2002
Notes to Consolidated Financial Statements
(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:
Page
----
Report of Independent Registered Public Accounting Firm
on Financial Statement Schedules 20
Schedule II - Valuation and Qualifying Accounts for the
Years Ended DECEMBER 31, 2004, 2003 AND 2002 21
Schedules I and III through V, inclusive, are omitted as not required or not applicable.
(a)(3) Exhibits
See Exhibit Index beginning on page 25 of this report.
SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon
payment to SCE of its 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.
Page 19
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules
To the Board of Directors and
Shareholder of Southern California Edison Company
Our audits of the consolidated financial statements referred to in our report dated March 15 2005, appearing in
the 2004 Annual Report of Southern California Edison Company (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial
statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 15, 2005
Page 20
Southern California Edison Company
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 2004
Additions
-----------------------------
Balance at Charged to Charged to Balance
Beginning of Costs and Other at End
Description Period Expenses Accounts Deductions of Period
-------------------------------------------------------------------------------------------------------------
(In millions)
Uncollectible Accounts:
Customers $ 23.7 $ 16.7 $ -- $ 16.4 $ 24.0
All other 6.6 3.3 -- 3.0 6.9
-------------------------------------------------------------------------------------------------------------
Total $ 30.3 $ 20.0 $ -- $ 19.4 $ 30.9
-------------------------------------------------------------------------------------------------------------
--------------------
(a) Accounts written off, net.
Page 21
Southern California Edison Company
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 2003
Additions
----------------------------
Balance at Charged to Charged to Balance
Beginning of Costs and Other at End
Description Period Expenses Accounts Deductions of Period
-----------------------------------------------------------------------------------------------------------
(In millions)
Uncollectible Accounts:
Customers $ 30.0 $ 19.2 $ -- $ 25.5 $ 23.7
All other 6.1 4.6 -- 4.1 6.6
-----------------------------------------------------------------------------------------------------------
Total $ 36.1 $ 23.8 $ -- $ 29.6(a) $ 30.3
--------------------
(a) Accounts written off, net.
Page 22
Southern California Edison Company
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 2002
Additions
-----------------------------
Balance at Charged to Charged to Balance
Beginning of Costs and Other at End
Description Period Expenses Accounts Deductions of Period
--------------------------------------------------------------------------------------------------------------
(In millions)
Uncollectible Accounts:
Customers $ 28.3 $ 21.0 $ -- $ 19.3 $ 30.0
All other 3.7 4.3 -- 1.9 6.1
--------------------------------------------------------------------------------------------------------------
Total $ 32.0 $ 25.3 $ -- $ 21.2(a) $ 36.1
--------------------------------------------------------------------------------------------------------------
(a) Accounts written off, net.
Page 23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SOUTHERN CALIFORNIA EDISON COMPANY
By:
/s/ Thomas M. Noonan
----------------------------------
Thomas M. Noonan
Vice President and Controller
Date: March 16, 2005
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 registrant and in the capacities and on the date indicated.
Signature Title
Principal Executive Officer: Chief Executive Officer and Director
Alan J. Fohrer*
Principal Financial Officer: Senior Vice President and
W. James Scilacci* Chief Financial Officer
Controller or Principal Accounting Officer: Vice President and Controller
Thomas M. Noonan
Board of Directors:
John E. Bryson* Director
France A. Cordova* Director
Bradford M. Freeman* Director
Bruce Karatz* Director
Luis G. Nogales* Director
Ronald L. Olson* Director
James M. Rosser* Director
Richard T. Schlosberg, III* Director
Robert H. Smith* Director
Thomas C. Sutton* Director
*By:
/s/ Thomas M. Noonan
---------------------------------------
Thomas M. Noonan
Vice President and Controller
Date: March 16, 2005
Page 24
EXHIBIT INDEX
Exhibit
Number Description
3.1 Certificate of Amendment and Restated Articles of Incorporation of SCE effective June 1, 1993 (File
No. 1-2313, SCE Form 10-K for the year ended December 31, 1993)*
3.2 Certificate of Correction of Restated Articles of Incorporation of SCE dated effective August 21,
1997 (File No. 1-2313, SCE Form 10-Q for the quarter ended September 30, 1997)*
3.3 Amended Bylaws of Southern California Edison Company as adopted by the Board of Directors effective
May 20, 2004 (File No. 1-2313, SCE Form 8-K dated May 21, 2004)
4.1 SCE First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (Registration No. 2-1369)*
4.2 Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2-1369)*
4.3 Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2-1602)*
4.4 Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No. 2-4522)*
4.5 Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No. 2-4522)*
4.6 Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No. 2-4522)*
4.7 Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No. 2-7610)*
4.8 Twenty-Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration No. 2-22056)*
4.9 Eighty-Eighth Supplemental Indenture, dated as of July 15, 1992 (File No. 1-2313, SCE Form 8-K
dated July 22, 1992)*
4.10 Indenture, dated as of January 15, 1993 (File No. 1-2313, SCE Form 8-K dated January 28, 1993)*
10.1** Form of 1981 Deferred Compensation Agreement (File No. 1-2313, filed as Exhibit 10.2 to SCE Form
10-K for the year ended December 31, 1981)*
10.2** Form of 1985 Deferred Compensation Agreement for Executives (File No. 1-2313, filed as Exhibit 10.3
to SCE Form 10-K for the year ended December 31, 1985)*
10.3** Form of 1985 Deferred Compensation Agreement for Directors (File No. 1-2313, filed as Exhibit 10.4
to SCE Form 10-K for the year ended December 31, 1985)*
10.4** Director Deferred Compensation Plan as restated May 14, 2002 (File No. 1-9936, filed as Exhibit
10.1 to Edison International Form 10-Q for the quarter ended June 30, 2002)*
10.4.1** Director Deferred Compensation Plan Amendment No. 1 effective January 1, 2003 (File No. 1-9936,
filed as Exhibit 10.4.1 to Edison International Form 10-K for the year ended December 31, 2002)*
10.5** Director Grantor Trust Agreement dated August 1995 (File No. 1-9936, filed as Exhibit 10.10 to
Edison International Form 10-K for the year ended December 31, 1995)*
10.5.1** Director Grantor Trust Agreement Amendment 2002-1 effective May 14, 2002 (File No. 1-9936, filed as
Exhibit 10.4 to Edison International Form 10-Q for the quarter ended June 30, 2002)*
10.6** Executive Deferred Compensation Plan as amended and restated January 1, 1998 (File No. 1-9936,
filed as Exhibit 10.2 to Edison International Form 10-Q for the quarter ended March 31, 1998)*
10.6.1** Executive Deferred Compensation Plan Amendment No. 1 effective January 1, 2003 (File No. 1-9936,
filed as Exhibit 10.6.1 to Edison International Form 10-K for the year ended December 31, 2002)*
10.7** Executive Grantor Trust Agreement dated August 1995 (File No. 1-9936, filed as Exhibit 10.12 to
Edison International Form 10-K for the year ended December 31, 1995)*
10.7.1** Executive Grantor Trust Agreement Amendment 2002-1 effective May 14, 2002 (File No. 1-9936, filed
as Exhibit 10.3 to Edison International Form 10-Q for the quarter ended June 30, 2002)*
Page 25
10.8** Executive Supplemental Benefit Program as amended January 30, 1990 (File No. 1-9936, filed as
Exhibit 10.2 to Edison International Form 10-Q for the quarter ended September 30, 1999)*
10.9** Dispute resolution amendment adopted November 30, 1989 of 1981 Executive Deferred Compensation Plan
and 1985 Executive and Director Deferred Compensation Plan (File No. 1-9936, filed as Exhibit 10.21
to Edison International Form 10-K for the year ended December 31, 1998)*
10.10** Executive Retirement Plan as restated effective April 1, 1999 (File No. 1-9936, filed as Exhibit
10.1 to Edison International Form 10-Q for the quarter ended September 30, 1999)*
10.10.1** Executive Retirement Plan Amendment 2001-1 effective March 12, 2001 (File No. 1-9936, filed as
Exhibit 10.1 to Edison International Form 10-Q for the quarter ended March 31, 2001)*
10.10.2** Executive Retirement Plan Amendment 2002-1 effective January 1, 2003 (File No. 1-9936, filed as
Exhibit 10.10.2 to Edison International Form 10-K for the year ended December 31, 2002)*
10.11** Executive Incentive Compensation Plan effective January 1, 1997 (File No. 1-9936, filed as Exhibit
10.12 to Edison International Form 10-K for the year ended December 31, 1997)*
10.12** Executive Disability and Survivor Benefit Program effective January 1, 1994 (File No. 1-9936, filed
as Exhibit 10.22 to Edison International Form 10-K for the year ended December 31, 1994)*
10.13** Retirement Plan for Directors as amended February 19, 1998 (File No. 1-9936, filed as Exhibit 10.2
to Edison International Form 10-Q for the quarter ended June 30, 1998)*
10.14** Officer Long-Term Incentive Compensation Plan as amended January 1, 1998 (File No. 1-9936, filed as
Exhibit 10.3 to Edison International Form 10-Q for the quarter ended March 31, 1998)*
10.15** Equity Compensation Plan as restated effective January 1, 1998 (File No. 1-9936, filed as Exhibit
10.1 to Edison International Form 10-Q for the quarter ended June 30, 1998)*
10.15.1** Equity Compensation Plan Amendment No. 1 effective May 18, 2000 (File No. 1-9936, filed as Exhibit
10.3 to Edison International Form 10-Q for the quarter ended June 30, 2000)*
10.16** 2000 Equity Plan effective May 18, 2000 (File No. 1-9936, filed as Exhibit 10.1 to Edison
International Form 10-Q for the quarter ended June 30, 2000)*
10.17** Terms and conditions for 1993-1995 long-term compensation awards under the Officer Long-Term
Incentive Compensation Plan (File No. 1-9936, filed as Exhibit 10.21.1 to Edison International Form
10-K for the year ended December 31, 1995)*
10.18** Terms and conditions for 1996 long-term compensation awards under the Officer Long-Term Incentive
Compensation Plan (File No. 1-9936, filed as Exhibit 10.16.2 to Edison International Form 10-K for
the year ended December 31, 1996)*
10.19** Terms and conditions for 1997 long-term compensation awards under the Officer Long-Term Incentive
Compensation Plan (File No. 1-9936, filed as Exhibit 10.16.3 to Edison International Form 10-K for
the year ended December 31, 1997)*
10.20** Terms and conditions for 1998 long-term compensation awards under the Equity Compensation Plan
(File No. 1-9936, filed as Exhibit 10.4 to Edison International Form 10-Q for the quarter ended
June 30, 1998)*
10.21** Terms and conditions for 1999 long-term compensation awards under the Equity Compensation Plan
(File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended
March 31, 1999)*
10.22** Terms and conditions for 2000 basic long-term compensation awards under the Equity Compensation
Plan, as restated (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form 10-Q for the
quarter ended March 31, 2000)*
10.23** Terms and conditions for 2000 special stock option awards under the Equity Compensation Plan and
2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form 10-Q for the
quarter ended June 30, 2000)*
Page 26
10.24** Terms and conditions for 2001 retention incentives under the Equity Compensation Plan (File No.
1-9936, filed as Exhibit 10.5 to Edison International Form 10-Q for the quarter ended March 31,
2001)*
10.25** Terms and conditions for 2001 exchange offer deferred stock units under the Equity Compensation
Plan (File No. 1-9936, filed as Attachment C of Exhibit (a)(1) to Edison International Schedule
TO-I dated October 26, 2001)*
10.26** Terms and conditions for 2002 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 Form 10-Q for the
quarter ended March 31, 2002)*
10.27** 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 Form 10-Q for the
quarter ended March 31, 2003)*
10.28** 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 Form 10-Q for the
quarter ended March 31, 2004)*
10.29** Director Nonqualified Stock Option Terms and Conditions under the Equity Compensation Plan (File
No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended June 30,
2002)*
10.30** 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 Form 10-Q for the quarter ended
June 30, 2004)*
10.31** Estate and Financial Planning Program as amended April 1, 1999 (File No. 1-2313, filed as Exhibit
10.2 to SCE Form 10-Q for the quarter ended June 30, 1999)*
10.32** Option Gain Deferral Plan as restated September 15, 2000 (File No. 1-9936, filed as Exhibit 10.25
to Edison International Form 10-K for the year ended December 31, 2000)*
10.33** Executive Severance Plan effective January 1, 2001 (File No. 1-9936, filed as Exhibit 10.34 to
Edison International Form 10-K for the year ended December 31, 2001)*
10.34** Resolution regarding the computation of disability and survivor benefits prior to age 55 for Alan
J. Fohrer dated February 17, 2000 (File No. 1-9936, filed as Exhibit 10.2 to Edison International
Form 10-Q for the quarter ended March 31, 2000)*
10.35** Employment Letter Agreement with Mahvash Yazdi dated March 26, 1997 (File No. 1-9936, filed as
Exhibit 10.34 to Edison International Form 10-K for the year ended December 31, 2002)*
10.36** Amendment to 1985 Deferred Compensation Plan Agreement for Executives and Deferred Compensation
Plan Deferred Compensation Agreement with John E. Bryson dated December 31, 2003
10.37** Agreement between Edison International and SCE dated December 31, 2003, addressing responsibility
for the prospective costs of participation of John E. Bryson under the 1985 Deferred Compensation
Plan Agreement for Executives, dated September 27, 1985, as amended, and the Deferred Compensation
Plan Deferred Compensation Agreement, dated November 28, 1984, as amended (File No. 1-2313, filed
as Exhibit 10.35 to SCE Form 10-K for the year ended December 31, 2003)*
10.38** Amendment to 1985 Deferred Compensation Plan Agreement for Directors with James M. Rosser dated
December 31, 2003 (File No. 1-2313, filed as Exhibit 10.36 to SCE Form 10-K for the year ended
December 31, 2003)*
10.39** Amendment to 1985 Deferred Compensation Plan Agreement for Executives and Deferred Compensation
Plan Deferred Compensation Agreement with Harold B. Ray dated December 31, 2003 (File No. 1-2313,
filed as Exhibit 10.37 to SCE Form 10-K for the year ended December 31, 2003)*
10.40** Harold B. Ray retention incentive award terms as amended December 31, 2003 (File No. 1-2313, filed
as Exhibit 10.38 to SCE Form 10-K for the year ended December 31, 2003)*
Page 27
10.41 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 Form 10-Q for the quarter
ended September 30, 2002)*
10.41.1 Administrative Agreement re Tax Allocation Payments among Edison International, Southern California
Edison Company, The Mission Group, Edison Capital, Mission Energy Holding Company, Edison Mission
Energy, Edison O&M Services, Edison Enterprises, and Mission Land Company dated July 2, 2001 (File
No. 1-9936, filed as Exhibit 10.3.4 to Edison International Form 10-Q for the quarter ended
September 30, 2002)*
12 Computation of Ratios of Earnings to Fixed Charges
13 Annual Report to Shareholders for year ended DECEMBER 31, 2004
23 Consent of Independent Registered Public Accounting Firm- PricewaterhouseCoopers LLP
24.1 Power of Attorney
24.2 Certified copy of Resolution of Board of Directors Authorizing Signature
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32 Statement Pursuant to 18 U.S.C. Section 1350
-------------------
* Incorporated by reference pursuant to Rule 12b-32.
** Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)3.
Page 28
