SEC Comment Letter for SOUTHERN CALIFORNIA EDISON Co (SCE-PG, SCE-PK, SCE-PL, SCE-PM, SCE-PN) (CIK 0000092103) (SCE-PG) — Oct 16, 2009
SOUTHERN CALIFORNIA EDISON Co (SCE-PG, SCE-PK, SCE-PL, SCE-PM, SCE-PN) (CIK 0000092103)
Date: Oct. 16, 2009 · CIK: 0000092103 · Accession: 0000000000-09-058401
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-02313, 001-09936
Referenced dates: July 14, 2009, July 14, 2009
Letter
Mail Stop 3561 September 24, 2009 Theodore F. Craver, Jr. Chairman of the Board President and Chief Executive Officer Edison International 2244 Walnut Grove Avenue Rosemead, CA 91770 Re: Edison International Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 2, 2009 Definitive Proxy Statement on Schedule 14A Filed March 13, 2009 File No. 001-09936 Southern California Edison Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 2, 2009 File No. 001-02313 Written Response Filed August 19, 2009
Dear Mr. Craver:
We have reviewed your responses to our letter dated July 14, 2009 and have the following additional comments. In each of our comments below, please confirm in writing to us in detail sufficient for an understanding of your disclosure how you intend to comply in future filings by furnishing us your proposed revisions. After reviewing this information, we may raise additional comments.
Edison International
Form 10-K for Fiscal Year Ended December 31, 2008
Edison International (Consolidated) Results of Operations and Hist orical Cash Flow Analysis, page 64
1. We reviewed your response to comment number four in our letter dated July 14, 2009. In future filings please include th e quantitative reconcil iation of operating
Theodore F. Craver, Jr. Edison International September 24, 2009 Page
revenues to revenues from load requireme nts service contracts less PJM operating and ancillary charges discussed in footnote (10) on page 73. Notes to Consolidated Financial Statements, page 125
Note 14. Variable Intere st Entities, page 185
Categories of Variable Interest Entities, page 186
2. We reviewed your response to comment number 14 in our letter dated July 14, 2009. Please elaborate your response to address the following matters:
o With the exception of U.S. Wind Fo rce, we understand that you do not consolidate wind projects in the deve lopment stage under joint development arrangements with third-party develo pment companies, but recognize project losses in excess of the joint developers’ equity at risk. Pl ease explain to us how the project entities under other joint develo pment arrangements are structured, summarize your evaluation to determine whether the development stage project entities are va riable interest en tities and, if applicable, the facts and circumstances that support a determ ination that you are not the primary beneficiary unless you acquire the projects. In addition, describe the activities conducted under the joint developmen t agreements and whether you are obligated to fund construction activ ities during the development phase. o You state that project earnings are allo cated to minority interest holders based on their ownership percentage or using the prorated share that is anticipated to be earned over the life of the projects where cash is allocated using a method that will result in a deficiency in the event of liquidation. Your disclosure in Note 12 on page 43 of Form 10-Q for the quarter ended June 30, 2009 states minority interest holders receive a higher allocation of income or losses after a minimum return is earned by EME. Please describe to us in more detail the methodology used to allocate project earnings to minority interest holders. To the extent relevant, address such matters as the equity structure of the project entities, significant terms of the i nvestment agreements, including those related to allocation of income and losses and treatment of income tax attributes along with any other information you deem necessary. Form 8-K filed August 7, 2009
Exhibit 99.1
3. In future filings please disclose each of the reconciling items included in non-core items in the reconc iliation of core earnings guida nce to GAAP earnings guidance in a manner similar to the reconciliations of core earnings to GAAP earnings included in the Appendix.
Theodore F. Craver, Jr. Edison International September 24, 2009 Page
Definitive Proxy Statement on Schedule 14A Certain Relationships and Re lated Transactions, page 62
4. We note your response to comment 21 in our letter dated July 14, 2009. Please provide us with your proposed expanded disclosure.
***
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Detailed cover letters gr eatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Anthony Watson, Accountant, at (202) 551-3318 or William Thompson, Accounting Branch Chief, at (202) 551-3344, if you have questions regarding comments on the financial statements and related matters. You may contact Scott Anderegg, Staff Attorney, at (202) 551-3342 or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
Mail Stop 3561
September 24, 2009
Theodore F. Craver, Jr. Chairman of the Board President and Chief Executive Officer Edison International 2244 Walnut Grove Avenue Rosemead, CA 91770
Re: Edison International
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 2, 2009
Definitive Proxy Statement on Schedule 14A Filed March 13, 2009 File No. 001-09936
Southern California Edison Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 2, 2009
File No. 001-02313 Written Response Filed August 19, 2009
Dear Mr. Craver:
We have reviewed your responses to our letter dated July 14, 2009 and have the
following additional comments. In each of our comments below, please confirm in
writing to us in detail sufficient for an understanding of your disclosure how you intend
to comply in future filings by furnishing us your proposed revisions. After reviewing this
information, we may raise additional comments.
Edison International
Form 10-K for Fiscal Year Ended December 31, 2008
Edison International (Consolidated) Results of Operations and Hist orical Cash Flow
Analysis, page 64
1. We reviewed your response to comment number four in our letter dated July 14,
2009. In future filings please include th e quantitative reconcil iation of operating
Theodore F. Craver, Jr.
Edison International
September 24, 2009 Page
2
revenues to revenues from load requireme nts service contracts less PJM operating
and ancillary charges discussed in footnote (10) on page 73.
Notes to Consolidated Financial Statements, page 125
Note 14. Variable Intere st Entities, page 185
Categories of Variable Interest Entities, page 186
2. We reviewed your response to comment number 14 in our letter dated July 14,
2009. Please elaborate your response to address the following matters:
o With the exception of U.S. Wind Fo rce, we understand that you do not
consolidate wind projects in the deve lopment stage under joint development
arrangements with third-party develo pment companies, but recognize project
losses in excess of the joint developers’ equity at risk. Pl ease explain to us
how the project entities under other joint develo pment arrangements are
structured, summarize your evaluation to determine whether the development stage project entities are va riable interest en tities and, if applicable, the facts
and circumstances that support a determ ination that you are not the primary
beneficiary unless you acquire the projects. In addition, describe the activities
conducted under the joint developmen t agreements and whether you are
obligated to fund construction activ ities during the development phase.
o You state that project earnings are allo cated to minority interest holders based
on their ownership percentage or using the prorated share that is anticipated to
be earned over the life of the projects where cash is allocated using a method that will result in a deficiency in the event of liquidation. Your disclosure in Note 12 on page 43 of Form 10-Q for the quarter ended June 30, 2009 states
minority interest holders receive a higher allocation of income or losses after a minimum return is earned by EME. Please describe to us in more detail the
methodology used to allocate project earnings to minority interest holders. To
the extent relevant, address such matters as the equity structure of the project
entities, significant terms of the i nvestment agreements, including those
related to allocation of income and losses and treatment of income tax
attributes along with any other information you deem necessary.
Form 8-K filed August 7, 2009
Exhibit 99.1
3. In future filings please disclose each of the reconciling items included in non-core
items in the reconc iliation of core earnings guida nce to GAAP earnings guidance
in a manner similar to the reconciliations of core earnings to GAAP earnings
included in the Appendix.
Theodore F. Craver, Jr.
Edison International September 24, 2009 Page
3
Definitive Proxy Statement on Schedule 14A
Certain Relationships and Re lated Transactions, page 62
4. We note your response to comment 21 in our letter dated July 14, 2009. Please
provide us with your proposed expanded disclosure.
***
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Detailed cover letters gr eatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Anthony Watson, Accountant, at (202) 551-3318 or William
Thompson, Accounting Branch Chief, at (202) 551-3344, if you have questions regarding comments on the financial statements and related matters. You may contact Scott
Anderegg, Staff Attorney, at (202) 551-3342 or me at (202) 551-3720 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director