<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1993
------------------------------------------
Commission File Number 1-9936
EMPLOYEE STOCK OWNERSHIP PLAN
FOR EMPLOYEES OF
SOUTHERN CALIFORNIA EDISON COMPANY
(Full Title of the Plan)
SCEcorp
(Name of Issuer)
2244 WALNUT GROVE AVENUE (P.O. Box 800), ROSEMEAD, CALIFORNIA 91770
(Address of principal executive office)
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants in the Employee Stock Ownership Plan of Southern
California Edison Company and the Board of Directors of SCEcorp:
We have audited the accompanying statements of financial condition of
the Employee Stock Ownership Plan of Southern California Edison Company
(the Plan) as of December 31, 1993, and 1992, and the related statements
of income and changes in Plan equity for each of the three years in the
period ended December 31, 1993. These financial statements are the
responsibility of Southern California Edison Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the Plan as
of December 31, 1993, and 1992, and the income and changes in Plan equity
for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Los Angeles, California
March 28, 1994
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
SOUTHERN CALIFORNIA EDISON COMPANY
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
----------------------
1993 1992
-------- ---------
(In thousands)
ASSETS
<S> <C> <C>
Cash and Equivalents. . . . . . . . . . . . . . . . . . . . . . . $ 1 $ 5
Investment in Stock, at market value --
SCEcorp common stock -- 8,812,862 and
15,217,426 shares (cost -- $116,037,733
and $188,729,112 at December 31, 1993,
and 1992, respectively) . . . . . . . . . . . . . . . . . . 176,257 334,783
-------- --------
$176,258 $334,788
======== ========
PLAN EQUITY
Plan Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,258 334,788
-------- --------
$176,258 $334,788
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
SOUTHERN CALIFORNIA EDISON COMPANY
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1993 1992 1991
----------- --------- ---------
(In thousands)
Investment Income:
<S> <C> <C> <C>
Dividends on common stock. . . . . . . . . . . . . . . $ 20,215 $ 20,832 $ 19,913
Interest on temporary investments. . . . . . . . . . . 14 13 16
Less: Plan administration expenses . . . . . . . . . . 100 100 100
-------- -------- --------
Net investment income. . . . . . . . . . . . . . . 20,129 20,745 19,829
-------- -------- --------
Increase (Decrease) in Value of
Investment in Stock. . . . . . . . . . . . . . . . . . (4,955) (19,928) 66,099
-------- -------- --------
Net investment income and change
in value of investment in stock . . . . . . . . 15,174 817 85,928
-------- -------- --------
Distributions to Participants or
their Beneficiaries. . . . . . . . . . . . . . . . . . 173,704 17,586 19,380
-------- -------- --------
Net increase (decrease) in Plan equity . . . . . . (158,530) (16,769) 66,548
Plan Equity, Beginning of Year . . . . . . . . . . . . . . 334,788 351,557 285,009
-------- -------- --------
Plan Equity, End of Year . . . . . . . . . . . . . . . . . $176,258 $334,788 $351,557
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
SOUTHERN CALIFORNIA EDISON COMPANY
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Plan Provisions
Description of the Plan --
Southern California Edison Company (Edison) established the Employee
Stock Ownership Plan (Plan) and Trust, effective January 1, 1976, for the
benefit of its employees (including those employees of certain affiliate
companies) who are eligible to participate (Participants) and their
beneficiaries. Wells Fargo Bank (Trustee) acted as trustee of the Plan
through March 31, 1993. Effective April 1, 1993, the trustee function was
transferred to First Interstate Bank.
Edison has elected to amend the Plan to provide for the systematic
transfer of amounts that have been held by the Plan for 84 months or more
to the Stock Savings Plus Plan of Southern California Edison Company. Two
transfers comprising approximately 50% of the plan balance were made in
1993. The remaining balance in the Plan will be transferred in 1994.
Edison contributions --
In response to changes in tax laws, the funding of employee stock
ownership plans was changed effective January 1, 1983, from a method based
on Investment Tax Credit (ITC) to a payroll-tax-credit-based method. The
Plan was amended effective July 21, 1983, to be eligible for this method
of funding. Edison contributions for Plan years 1983-1984 could not
exceed 1/2% of the total Edison payroll for the year. As a result of
other tax law changes, the payroll tax credit does not apply to employee
compensation paid or accrued after December 31, 1986.
There were no contributions by Edison or Participants in 1993, 1992
or 1991.
Subsequent disallowance and recapture --
In the event of recapture or disallowance of tax credits forming the
basis of Edison contributions after 1978, Edison may deduct such amounts
on its tax return (subject to certain Internal Revenue Code (Code)
limitations). Such amounts may not be withdrawn from the Plan. Edison
has been audited for tax years through 1985. As of December 31, 1993,
final determinations had not been made for audited years after 1982.
Tax status of the Plan and trust --
The Plan, as amended effective May 21, 1986, qualifies under the
requirements of Sections 401(a) and 409(a) of the Code. Edison
contributions and earnings from qualified plans are not taxable to the
Participants until distributed under the provisions of Section 402 of the
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<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN
OF
SOUTHERN CALIFORNIA EDISON COMPANY
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 1. Summary of Plan Provisions (Continued)
Tax status of the Plan and trust -- (continued)
Code. A determination request will be submitted to the IRS with respect
to Plan changes adopted since that time. In Edison's opinion, amendments
made subsequent to May 21, 1986, will not affect the tax exempt status of
the Plan.
Plan administration expenses --
Administrative expenses of the Trustee and other Plan expenses are
paid from the Plan assets, subject to a limitation based upon Plan income.
Cumulative expenses through 1993 exceeded the limitation by approximately
$687,710; this amount has been paid by Edison. The cumulative excess will
be carried forward and reimbursed to Edison in 1994 subject to the
limitation provisions.
Note 2. Summary of Significant Accounting Policies
Valuation of investments --
Investments are stated at market value. Share figures reflect the
two-for-one split of SCEcorp common stock effective June 1, 1993. The
change in the difference between market value of investments and cost
determined on an average cost basis during the year is reflected as the
"Increase (Decrease) in Value of Investment in Stock" on the Statements
of Income and Changes in Plan Equity.
Cost of investments --
All shares purchased for the Plan from January 1991 through
September 1991 and June 1992 through December 1993 were acquired on the
open market, with cost determined on an average cost basis. For the
period October 1991 through May 1992, all shares were purchased directly
from SCEcorp, with cost determined using the average of the closing prices
quoted on the New York Stock Exchange for the five consecutive trading
days immediately preceding the dividend payment date.
Note 3. Distributions to Participants or their Beneficiaries
Distributions of accumulated Plan benefits upon the death of a
Participant are made as soon as possible after the end of the calendar
month in which participation ends. Distributions to Participants who have
separated from service for reasons other than retirement and who have
elected to defer distribution to a later month are made as soon as
<PAGE>
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
SOUTHERN CALIFORNIA EDISON COMPANY
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 3. Distributions to Participants or their Beneficiaries (Continued)
possible after the end of the month in which they elect to end
participation, but no later than the end of the Plan year in which they
attain age 65. Distributions to retired Participants are made as soon as
possible after the close of the month in which a distribution election is
made. Retired Participants may elect to receive their distributions as
of the end of any month until the end of the Plan year in which they
attain age 70 1/2. Distributions made to Participants or their
beneficiaries were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
------------------- ---------------- ------------------
Market Market Market
Cost Value Cost Value Cost Value
---- ------ ---- ------ ---- ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Stock distributions . . . . $89,857 $168,629 $5,510 $10,615 $7,130 $12,177
Cash distributions. . . . . 2,967 5,075 3,886 6,971 4,144 7,203
------- -------- ------ ------- ------- -------
Total distributions to
Participants . . . . . . $92,824 $173,704 $9,396 $17,586 $11,274 $19,380
======== ======== ====== ======= ======= =======
</TABLE>
Participant withdrawals, which are settled in cash, are funded through
the sale of investment stock. Therefore, the market values reflected in the
preceding table represent the proceeds received by the Plan upon disposition.
Note 4. Unrealized Market Appreciation of Value of Investment in Stock
Unrealized market appreciation of shares of SCEcorp common stock held
by the Plan is the difference between the acquisition cost and the market
value of such shares. Unrealized market appreciation at the beginning of
each year is reconciled to the unrealized market appreciation at the end
of each year as follows:
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EMPLOYEE STOCK OWNERSHIP PLAN
OF
SOUTHERN CALIFORNIA EDISON COMPANY
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4. Unrealized Market Appreciation of Value of Investment in Stock
(Continued)
<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- --------
(In thousands)
Unrealized market appreciation,
<S> <C> <C> <C>
beginning of year. . . . . . . . . . . . . . . . . . $146,054 $174,172 $116,180
Increase (decrease) in value of
investment in stock. . . . . . . . . . . . . . . . . (4,955) (19,928) 66,099
Realized gain from sales of stock . . . . . . . . . . . (2,108) (3,085) (3,059)
Realized gain from stock distributions. . . . . . . . . (78,772) (5,105) (5,048)
-------- -------- --------
Unrealized market appreciation, end of year . . . . . . $ 60,219 $146,054 $174,172
======== ======== ========
</TABLE>
Note 5: Plan Equity
In 1993, distributions and withdrawals made by Participants as of
December 31, 1993, but not yet paid by the Plan are classified as a
component of plan equity instead of liabilities. Accordingly, prior-year
balances were reclassified to conform to the December 31, 1993,
presentation. Withdrawing Participants at December 31, 1993, and 1992 have
elected to receive 14,905 shares valued at $298,100 and cash of $222,737
and 112,178 shares valued at $2,468,000 and cash of $1,729,000,
respectively.
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
SOUTHERN CALIFORNIA EDISON COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
By Georgia R. Nelson
------------------------------
Georgia R. Nelson
Chair
Employee Benefits/Health Care Committee
March 28, 1994
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
1 Summary Annual Report of Employee Stock Ownership Plan of
Southern California Edison Company for the year ended December
31, 1992.
2 Consent of Independent Public Accountants.
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<PAGE>
EXHIBIT 1
1992 SUMMARY ANNUAL REPORT FOR
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
This is a summary of the annual report for the Southern California Edison
Company Employee Stock Ownership Plan, EIN 95-1240335-003, for January 1,
1992, through December 31, 1992. The annual report has been filed with
the Internal Revenue Service, as required under the Employee Retirement
Income Security Act of 1974 (ERISA).
Basic Financial Statement
Benefits under the plan are provided by a trust. Plan expenses were
$19,153,319. These expenses included $100,000 in administrative expenses
and $19,053,319 in benefits paid to participants and beneficiaries. A
total of 13,229 persons were participants in or beneficiaries of the plan
at the end of the plan year.
The value of plan assets, after subtracting liabilities of the plan, was
$330,591,266 as of December 31, 1992, compared to $348,827,123 as of
January 1, 1992. During the plan year, the plan experienced a net
decrease in its assets of $18,235,857. This net decrease includes
dividends, unrealized appreciation, plan expenses and withdrawals.
Unrealized appreciation is the difference between the value of plan assets
at the end of the year and the price the plan originally paid for those
assets. The plan had a total income of $917,462, including gains of
$3,084,665 from the sale of assets and losses from investments of
$2,167,203.
Minimum Funding Standards
Enough money was contributed to the plan to keep it funded in accordance
with the minimum standards of ERISA.
Your Rights to Additional Information
You have the right to receive a copy of the full annual report, or any
part thereof, on request. The items listed below are included in that
report:
1. An accountant's report
2. Assets held for investment; and
3. Transactions in excess of three percent of plan assets.
To obtain a copy of the full annual report, or any part thereof, write or
all the office of the Secretary of the Employee Benefits/Health Care
Committee (The Committee is the Plan Administrator), 8631 Rush Street,
Rosemead, California 91770, (818) 302-5209. The charge to cover copying
costs will be $2.25 for the full report, or $0.10 per page for any part
thereof.
<PAGE>
<PAGE>
1992 SUMMARY ANNUAL REPORT FOR
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
Page 2
You also have the right to receive from the Plan Administrator, on request
and at no charge, a statement of the assets and liabilities of the plan
and accompanying notes or both. If you request a copy of the full annual
report from the Plan Administrator, these statements and accompanying
notes will be included as part of that report. The charge to cover
copying costs given above does not include a charge for the copying of
these portions of the report because these portions are furnished without
charge.
You also have the legally protected right to examine the annual report at
the main office of the plan, 8631 Rush Street, Rosemead, California 19770,
and at the U. S. Department of Labor in Washington, D.C., or to obtain a
copy from the U. S. Department of Labor upon payment of copying costs.
Requests to the Department should be addressed to: Public Disclosure
Room, Pension and Welfare Benefit Administration, Department of Labor, 200
Constitution Avenue, N.W., Washington, D.C. 20210.
<PAGE>
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Exhibit 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated March 28, 1994 (the Report
of Independent Public Accountants) appearing on page 2 in this report on
Form 11-K for the Employee Stock Ownership Plan of Southern California
Edison Company into the previously filed Registration Statements of
SCEcorp which follow:
<TABLE>
<CAPTION>
Registration Form File No. Effective Date
<S> <C> <C>
Form S-8 33-32302 June 2, 1993
Form S-8 33-46713 June 2, 1993
Form S-8 33-46714 June 2, 1993
Form S-3 33-47389 June 2, 1993
Form S-8 33-51225 November 30, 1993
Form S-3 33-44148 September 17, 1993
</TABLE>
ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Los Angeles, California
March 28, 1994
