ON SUBSIDIARY, AFFILIATE, AND HOLDING …...ON SUBSIDIARY, AFFILIATE, AND HOLDING COMPANY...

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2018 ANNUAL REPORT OF SOUTHERN CALIFORNIA EDISON COMPANY (U 338-E) ON SUBSIDIARY, AFFILIATE, AND HOLDING COMPANY TRANSACTIONS IN COMPLIANCE WITH R.92-08-008, ORDERING PARAGRAPH NO. 2 VOLUME III

Transcript of ON SUBSIDIARY, AFFILIATE, AND HOLDING …...ON SUBSIDIARY, AFFILIATE, AND HOLDING COMPANY...

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2018 ANNUAL REPORT OF SOUTHERN CALIFORNIA EDISON COMPANY (U 338-E)

ON SUBSIDIARY, AFFILIATE, AND

HOLDING COMPANY TRANSACTIONS

IN COMPLIANCE WITH R.92-08-008,

ORDERING PARAGRAPH NO. 2

VOLUME III

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II.B. Requirement B, Part 2 - PROCEDURAL & ACCOUNTING SAFEGUARDS II.B.2. List Of Contracts With Affiliated Entities ...................................... 2 II.B.3. List Of Verbal Agreements With Affiliated Entities

Involving Expenditures Greater Than $100,000 ............................ 4 II.B.4. List Of Internal Audits Regarding Transactions

Between Utility & Affiliates ............................................................ 6 II.C. Requirement C -

UTILITY PROVISION OF GOODS AND SERVICES TO AFFILIATES ....................................................................................... 12

II.D. Requirement D -

AFFILIATE PROVISION OF GOODS AND SERVICES TO UTILITY ........................................................................ 23

II.E. Requirement E -

TRANSFERS OF TANGIBLE ASSETS ................................................. 29 II.F. Requirement F -

TRANSFERS OF INTANGIBLE AND INTELLECTUAL PROPERTY ............................................................... 29

II.G. Requirement G -

FINANCIAL TRANSACTIONS .............................................................. 33 II.G.1-3. Guarantee of Notes, Debentures, and Debt Obligations ....... 34

II.G.4. Intercompany Accounts ……………...…………..…………….... 35 II.G.5. Tax Liabilities ……………….………...…………..……………... 36

II.G.6. Internal Transfer of Funds …………………………………....... 37

II.G.7.a. Quarterly Financial Statements First Quarter ....................... 39

EIX Consolidated Balance Sheets ........................................... 41 EIX Consolidated Statements of Income ................................. 44

Quarterly Financial Statements Second Quarter ................... 46

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EIX Consolidated Balance Sheets ........................................... 48 EIX Consolidated Statements of Income ................................. 51

Quarterly Financial Statements Third Quarter ..................... 53 EIX Consolidated Balance Sheets ........................................... 55 EIX Consolidated Statements of Income ................................. 58

Quarterly Financial Statements Fourth Quarter ................... 60 EIX Consolidated Balance Sheets ........................................... 62 EIX Consolidated Statements of Income ................................. 65

II.G.7.b. Nonconsolidated Subsidiaries .................................................. 67

II.G.7.c. Periodic Securities and Exchange Commission Reports ...................................................................................... 69

Edison International and Southern California Edison Annual Report .......................................................................... 70

Joint Proxy Statement ............................................................. 70

II.G.7.d. Proportionate Share Report ..................................................... 71

II.H. Requirement H -

MOVEMENT OF EMPLOYEES ................................................... 73 VIII.C.2.c Section I - Affiliate Transaction Rule VIII.C.2.c -

STATUS OF COMPLAINTS ......................................................... 79 VERIFICATION

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REQUIREMENT B, Part 2

PROCEDURAL & ACCOUNTING SAFEGUARDS

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LIST OF CONTRACTS WITH AFFILIATED ENTITIES

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Q. B.2 2. Each utility shall submit, in tabular form, a list of all contracts (including written agreements if not otherwise listed under No. 1 above) between the utility and its affiliated entities that were either signed or in effect during the period covered by the annual report and that involve the provision of greater than $5,000 in goods/or services. Contracts covering the provision of tariffed utility services shall not be reported if offered at tariffed rates or pursuant to a contract filed with the Commission. This list shall include the following . . .

A. B.2 2. In 2018, there were no such contracts with affiliated entities known to be in place.

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LIST OF VERBAL AGREEMENTS WITH

AFFILIATED ENTITIES

INVOLVING EXPENDITURES GREATER THAN $100,000

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Q. II.B.3. Any verbal agreement between a utility and any of its

affiliated entities that involves or will ultimately involve the expenditure by the utility of any amount over $100,000 should be reported, to the extent possible, under #2 above.

A. II.B.3. In 2018, there were no such agreements with affiliated entities

known to be in place.

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LIST OF INTERNAL AUDITS REGARDING

TRANSACTIONS BETWEEN UTILITY AND AFFILIATES

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Q. B.2 4. Each utility shall annually provide a list of all internal audits conducted regarding transactions between the utility and any of its affiliated entities, including in its list the following:

Dates the audit was conducted Date of final audit report Purpose of audit Summary of audit findings and recommendations

A. B.2 4. See attached list.

Date of the Audit Period: January 1, 2016 through September 30, 2018. Date of Final Audit Report: December 5, 2018. Purpose of audit: Evaluate the affiliate billing process for efficiency and to

determine if charges were recorded and billed properly and in accordance with the applicable CPUC’s ATR and SCE Holding Decision Condition:

o ATR V.E – Corporate Support o ATR V.G.2.e – Loaned Labor Guidelines o ATR V.B – Separate Books and Records o ATR I.F – Fully Loaded Cost o SCE Holding Decision Condition 2 – Accounting Guidelines

Summary of audit findings and recommendations. o Finding #1 – Affiliate Billing process should be streamlined.

All invoices involve manual steps of extracting and organizing the data plus formatting the invoices using Excel.

The accountant manually prepares one EIX invoice and approximately 12 affiliate invoices monthly.

The EIX invoice could take up to 4 hours due to research and manual categorization of certain manual journal entries into individual line items.

Each invoice takes approximately 30 minutes for preparation. The manual extracting, organizing, and formatting are done

individually for each affiliate. In essence, the accountant performs the same manual steps 12

times for 12 invoices.

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o Recommendation #1 - Audit Services recommended that Corporate Accounting should consider the following to increase the efficiency of the current affiliate billing process:

Eliminate any repeated manual steps in data extraction and organization. Improve the invoice format/presentation to provide visibility and transparency over affiliate charges.

Consider standardizing the header text or utilizing an SAP accounting line item attribute (e.g., T-type) for all manual journal entries for affiliates to ease the manual categorization of any invoiced line items.

Consider combining the core responsibilities for affiliate accounting and billing and assign them to once accountant; and have one personnel as back-up.

Evaluate whether the affiliate billing frequency can be changed to quarterly instead of monthly given the decreasing affiliate billing dollars

o Finding #2 – Potential Incorrect Charges ($311 Thousand) in the Corporate Shared Support Cost Pool. ASD noted potential incorrect charges ($311 Thousand) in the cost pool used for corporate shared support cost allocation to the affiliates. The breakdown by calendar year (CY) is shown in the table below:

Examples of the causes for potential incorrect charges are (i) transferred employees’ cost center information for timekeeping and employee expenses were not updated and (ii) keying errors by the personnel from other OUs who were not supposed to charge to these DCCs. ASD also noted that the OUs have no visibility to the labor and non-labor charges (by personnel) in the DCCs prior to the system allocation. This cost pool is being allocated to the affiliates using either the Multi-Factor or Number of Employees method. Historically, the allocation percentage has been about 1%. Therefore, the total potential impact was approximately $3,100 overbillings to the affiliates between 2016 and year to date 2018.

o Recommendation #2 - Audit Services recommended that the Affiliate Compliance Office (“ACO”) and Corporate Accounting should continue to collaborate and update SCE’s Corporate Shared Support Matrix annually and:

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Identify the corresponding DCCs for each corporate shared support in the Matrix.

Provide the charges to the service providers at OUs to identify any potential incorrect charges or any personnel providing corporate shared support function with no charges.

Evaluate whether a dollar threshold should be established for overbilling to require correction of any incorrect charges in the corporate shared services cost pool. If applicable, determine the corrective actions. Document the threshold and management rationale/level of risk tolerance.

o Finding #3 – Potential Unauthorized Charges ($35 Thousand) for Directly Requested Services and Corporate Support Services. Nine internal orders (IOs) for directly requested services and corporate support services to the affiliates, totaling $35 Thousand, were charged by personnel without the required approval by the Utility and Affiliate Officer. The breakdown by calendar year (CY) is shown in the table below:

ATR V.G.2.e states that “Affiliate use of utility employees must be conducted pursuant to a written agreement approved by appropriate utility and affiliate officers.” According to ACO, SCE created the Intercompany Service Request (ISR) form and the Corporate Support Authorization (CSA) form to capture the required approval. Section IV of the ISR form and Section II of the CSA form, “Accounting Distribution,” states that “only the SCE employee who signed Section II (“SCE Employee Acknowledgement”) of this form is authorized to use the Internal Order listed above. Where additional SCE employees will be providing direct or indirect support for the work assignment detailed in Section I above (“Request”), such SCE employees must contact the Affiliate Compliance Office before proceeding with such assignments.” Additionally, all SCE employees authorized to provide directly requested services were instructed on the ATRs (including the use of the IOs) prior to commencing the work. The total potential impact was approximately $35,000 unauthorized billings to the affiliates between 2016 and year to date 2018.

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o Recommendation #3 – Audit Services recommended that the ACO and Corporate Accounting should continue to collaborate and review to ensure all personnel with charges have the required approval via corresponding signed Intercompany Service Request and Corporate Support Authorization. [Note: Consider enhancing and utilizing the existing monthly Loaned Labor Report]

o Finding #4 – Labor Mark-Up Percentages were not Properly Applied in the Indirect Costs Calculation for Four Directly Requested Services.

Four internal orders (IOs) for directly requested services did not have proper labor mark-up percentages in the calculation of indirect costs. They are shown in the table below:

ATR V.G.2.e.i states that “... when the affiliate obtains the services of a non-executive employee, compensation to the utility should be priced at a minimum of the greater of fully loaded costs plus 10% of direct labor cost, or fair market value. When the affiliate obtains the services of an executive employee, compensation to the utility should be priced at a minimum of the greater of fully loaded cost plus 15% of direct labor cost, or fair market value.” Examples of the causes for the incorrect labor mark-up were (i) improper accounting setup, (ii) the charges by executive and non-executive personnel commingled into the same IO, and (iii) a change in personnel level (e.g., non-executive was promoted to executive after initial setup). ASD noted there is a lack of process in place to monitor any required changes to the labor mark-up percentage subsequent to the initial accounting setup. For instance, the labor mark-up percentage for IO #204063 should be updated from 10% to 15% in SAP effective July 2018 when the requesting personnel was promoted to an executive. The total potential impact was approximately $1,100 underbillings to the affiliates in 2016.

o Recommendation #4 – Audit Services recommended that the ACO and

Corporate Accounting should continue to collaborate and: Identify any changes to the employee groups of the personnel with

signed ISRs and CSAs subsequent to the initial accounting setup.

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Identify any charges by executive and non-executive in the same IO. [Note: Consider enhancing and utilizing the existing monthly Loaned Labor Report]

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REQUIREMENT C

UTILITY PROVISION OF GOODS AND SERVICES

TO AFFILIATES

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Q. II.C.1-8. Using the format of Table II-C-1, each utility shall report any

goods and/or services that the utility provided to any of its affiliated entities during the period covered by the annual report. All goods and/or services shall be reported regardless of whether or not the utility was reimbursed...

A. II.C.1-8. See attached Table.

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Q. II.C.9. In addition to the information requested in Table II-C-1, each

utility shall provide, as a separate document, a brief narrative description for any affiliated entity that had over $10,000 of transfer price recorded in any USOA account. This narrative description will describe in greater detail the types of goods and services provided.

A. II.C.9. See attached listing.

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Edison International Account 131 Costs incurred by SCE for non-utility employees’ labor and related expenses offset by payroll funding advances through SCE’s payroll system. Account 165 Costs incurred by SCE for prepaid insurance. Account 232 Cost incurred by SCE for pensions and benefits provided for non-utility employees. Also includes expenses incurred in connection with credit card payments related to travel, entertainment, consulting expenses and other miscellaneous expenses. Account 242 Costs incurred by SCE for short-term incentive payments and executive compensation plans. Account 408.1 Costs incurred by SCE for overhead payroll taxes. Account 426.5 Costs incurred by SCE for diversity, inclusion and finance leadership council. Account 454 Cost incurred by SCE for office rent and cost of SCE employees' use of utility facilities while performing work for nonutility affiliates. Account 456 Includes labor markup of five, ten or fifteen percent on fully loaded labor costs to ensure that any unidentified costs related to nonutility operations are charged to nonutility affiliates. Account 588 Costs incurred by SCE for labor expenses which includes managing insurance placements, wildfire-related activities and other risk management-related work.

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Account 920 Services provided for various administrative and general activities such as corporate accounting, benefits accounting, tax, audits, legal services, communication services, printing services, human resources, cash management, equal opportunity, corporate governance, ethics and compliance, procurement, facility operations, financial planning and analysis, mailing services, information technology, event and travel services, executive relocation, security, and aircraft usage. Account 923 Costs incurred for services provided by outside entities (e.g., consultants and legal) and reimbursements to EIX for outside service costs incurred on behalf of SCE. Account 925 Cost incurred by SCE for worker’s compensation. Account 926 Cost of 401K, pensions and benefits for labor provided, pension and benefits costs for non-utility employees and supplemental benefits for shared officers.

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Edison Mission Group

Account 131 Costs incurred by SCE for non-utility employees’ labor and related expenses offset by payroll funding advances through SCE’s payroll system. Account 232 Cost incurred by SCE for pensions and benefits provided for non-utility employees. Account 454 Cost incurred by SCE for office rent and cost of SCE employees’ use of utility facilities while performing work for nonutility affiliates. Account 920 Services provided for various administrative and general activities such as accounting, legal, payroll, tax, audits, corporate governance, information technology, ethics and compliance, security and corporate communication.

Account 926 Cost of pensions and benefits for labor provided, pension and benefits costs for non-utility employees and supplemental benefits for shared officers.

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Edison Energy Group, Inc. & Subs

Account 131 Costs incurred by SCE for non-utility employees’ labor and related expenses offset by payroll funding advances through SCE’s payroll system. Account 232 Cost incurred by SCE for pensions and benefits for labor provided for non-utility employees. Account 242 Costs incurred by SCE for short-term incentive payments and executive compensation plans. Account 408.1 Payroll tax applied to labor provided. Account 454 Cost incurred by SCE for office rent and cost of SCE employees' use of utility facilities while performing work for nonutility affiliates. Account 456 Includes labor markup of five, ten or fifteen percent on fully loaded labor costs to ensure that any unidentified costs related to nonutility operations are charged to nonutility affiliates.

Account 920 Services provided for various administrative and general activities such as audits, accounting, tax, corporate governance, communications services, information technology, ethics and compliance, security and legal services. Account 926 Cost of 401K, pension and benefits costs for labor provided. Account 930.2 Costs incurred by SCE for the filing of the Annual Report as well as shareholders meetings and stock exchange fees.

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Edison Insurance Services

Account 920 Services provided for various administrative and general activities such as audits, accounting, tax, corporate governance, communications services, information technology, ethics and compliance, security and legal services.

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Q. II.C.10. Electric and gas utilities are not required to report in Table II-C-1 any

tariffed utility services provided to their affiliated entities. A. II.C.10. Table II-C-1 does not contain any tariffed utility services provided to their

affiliated entities. Q. II.C.11. Telephone utilities shall not report in Table II-C-1 any tariffed services

(including roamer services) provided to any of their affiliated entities. Instead, each telephone utility shall separately list for each affiliated entity the following information…

A. II.C.11. This question does not apply to electric utilities.

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REQUIREMENT D

AFFILIATE PROVISION OF GOODS AND SERVICES

TO UTILITY

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Q. II.D.1-9. Section C required each utility to report goods and/or services

that it provided to its affiliated entities. This section (Section D) requires the reporting of all goods and/or services that the affiliated entities provided to the utility...

A. II.D.1-9. See the attached table.

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Q. II.D.10. In addition to the information requested in Table II-D-1, each

utility shall provide, as a separate document, a brief narrative description for any USOA account that had recorded over $10,000 in goods and services provided by an affiliated entity. This narrative description will describe in greater detail the types of goods and services provided.

A. II.D.10. Edison International

Account 143 SCE reimbursed EIX for stock options paid on SCE’s behalf. Account 146 Includes correction on EMS transactions with SCE and EIX related to miscellaneous costs. Account 165 SCE reimbursed EIX for various insurance policies: excess liability, energy casualty insurance, and wildlife insurance on SCE’s behalf. Account 228.3 SCE reimbursed EIX for expenses incurred in connection with deferred compensation. Account 232 SCE reimbursed EIX for expenses incurred in connection with charitable contributions, credit card payments related to travel, entertainment and other miscellaneous expenses. Account 236 SCE reimbursed EIX for tax liabilities owed to the tax authorities on SCE’s behalf. Account 242 SCE reimbursed EIX for rating agency fees, short-term incentive payments and executive compensation plans on SCE’s behalf. Account 253 SCE reimbursed EIX related to the prepaid insurance for SONGS Units 2 and 3.

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Account 414 SCE reimbursed EIX related to Edison Grant for Catalina. Account 426.1 SCE paid EIX for charitable contributions made on SCE’s behalf.

Account 426.4

SCE paid EIX for federal regulatory and legislative activities. Account 426.5 SCE paid EIX for dues, memberships and other public affairs expenses on SCE’s behalf. Account 431 SCE paid EIX for Directors interest cost associated with deferred compensation. Account 438 SCE paid dividends to EIX. Account 439 SCE reimbursed EIX for costs incurred by SCE for restricted stock units. Account 920 SCE paid EIX for audit, federal regulatory and legislative affairs performed in addition to services rendered by EIX Human Resources executive. SCE also reimbursed EIX for executive and leadership edge pivot expenses. Account 923 SCE paid EIX for governance planning performed by EIX executives. EIX charged 30% of the executives’ (and support staffs’) salaries and expenses to SCE. This rate was applied to the executives’ (and support staffs’) salaries and expenses without a mark-up by EIX for profit. No cost comparisons were performed for these corporate governance services.

SCE also paid EIX for services of employees in EIX’s Investor Relations and Risk Management departments (based on the Equity Allocation method). This rate was applied without a

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mark-up by EIX for profit. No cost comparisons were performed for these services. SCE also paid EIX for Tax, Controllers, Financial Planning, EIX Corporate Communications, Legal and Ethics and Compliance helpline Investor Relations, Human Resources and investigation costs (based on the Multifactor method). This rate was applied without a mark-up by EIX for profit. No cost comparisons were performed for these services. SCE reimbursed EIX for its share of pension and benefits administration costs. Account 924 SCE reimbursed EIX related to property insurance. Account 925 SCE reimbursed EIX related to injuries and damages. Account 930.2 SCE reimbursed EIX for its share of Directors’ fees and compensation for public affairs expenses which includes corporate dues and membership. Account 931 SCE reimbursed EIX for its share of the Washington DC lease (priced at fair market value) based on square footage of space occupied by SCE’s Regulatory Policy and Affairs employees. Edison Insurance Services Account 165 SCE purchased various wildfire insurance policies from EIS. Account 925 For the years ending Dec 31, 2018 and 2017, SCE purchased wildfire liability insurance from EIS. EIS reinsured the exposure for these policies through the commercial reinsurance market, with reinsurance limits and premiums equal to those of the insurance purchased by SCE. The $1 billion in expected recoveries from these insurance policies was recorded in FERC Acct 228.2. EIS does not earn a margin on these commercial reinsurance policies. The off-setting credits were recorded to FERC Acct 925 Injuries and Damages.

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REQUIREMENT E

TRANSFERS OF TANGIBLE ASSETS

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2018 Q. II.E.1-7. The utility shall report the sale or transfer of any tangible asset

(including personal property such as land). This includes sales from the utility to an affiliated entity or vice-versa. The sale or transfer of goods already reported in Sections II-C and II-D need not be reported again here…

A. II.E.1-7. Transfers of office equipment were reported in Section II-C.

There were no other transfers of tangible assets during the reporting period.

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REQUIREMENT F

TRANSFERS OF INTANGIBLE AND INTELLECTUAL PROPERTY

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Q. II.F.1-4. For all intangible assets transferred from the utility to any of its

affiliated entities, the utility shall provide the following information…

A. II.F.1-4. There have been no transfers of intangible assets or intellectual

property from SCE to any of its affiliates.

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REQUIREMENT G

FINANCIAL TRANSACTIONS

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Q. II.G.1-3. The utility shall report the guarantee of all notes, debentures,

debt obligations, or other securities of any affiliated entity and also shall cite the applicable Commission decision, if any, authorizing the guarantee...

A. II.G.1-3. The utility has no guarantee of notes, debentures, debt

obligations or other securities by SCE to EIX or its affiliates.

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Q. II.G.4. Each utility shall report the length of time and the dollar amount

that a negative cash balance has existed in the intercompany accounts of any affiliated entity during the period to be reported.

A. II.G.4. Affiliated entities within the structure of Edison International do

not maintain cash balances in the intercompany accounts as part of affiliated company transaction procedure.

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Q. II.G.5. Each utility shall specify the procedures used to allocate tax

liabilities and responsibilities between the utility and its regulated subsidiaries and affiliated entities.

A. II.G.5. The tax allocation procedures are to be consistent with existing

Tax Sharing Agreements. The unregulated subsidiaries and SCE must pay EIX if the aggregate of their Separate Tax Liability and that of their Subsidiaries exceeds their aggregate Separate Tax Benefit. EIX must pay the unregulated subsidiaries or SCE, as the case may be, if the aggregate of the unregulated subsidiaries or SCE’s Separate Tax Benefit and that of their respective Subsidiaries exceeds the aggregate Separate Tax Liability. SCE and its Subsidiaries have priority over the unregulated companies with respect to EIX payment for excess Separate Tax Benefit.

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Q. II.G.6. Each utility shall specify the procedures used to internally

transfer funds between the utility and its affiliated entities to reimburse the utility for services provided to the affiliated entities. These procedures shall include the number of days that elapse between when a bill is presented to the affiliated entity for payment and when the funds are actually transferred to the utility. The procedures shall also include the applicable carrying charges and interest rates, if any, that are applied to outstanding balances owed to the utility by an affiliated entity.

A. II.G.6. SCE’ Affiliate Cost Accounting and Billing Governance and

Procedures and EIX’ Intercompany Billing and Payment Terms and Procedures specify the policies and procedures used to internally transfer funds between the utility and its affiliated entities to reimburse the utility for services provided to the affiliated entities.

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Q. II.G.7. Each utility will submit to the Commission the following information:

II.G.7.a. The quarterly and annual financial statements of

the utility's controlling corporation, including consolidating work papers of the controlling corporation and its subsidiaries (both regulated and unregulated);

II.G.7.b. The balance sheets and income statements of the

nonconsolidated subsidiaries of the controlling corporation (unless legally precluded from providing them);

II.G.7.c. All periodic reports filed by the controlling

corporation with the Securities and Exchange Commission; and

II.G.7.d. An annual report of the utility's proportionate

share of the controlling corporation's i) total assets; ii) total operating revenues; iii) operating and maintenance expense; and iv) number of employees.

If a utility does not have a controlling corporation but instead

carries out non-regulated activities through other subsidiaries or affiliates of the utility, then that utility shall be considered as the controlling corporation for complying with the requirements of #7.

A. II.G.7. See attached information.

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QUARTERLY FINANCIAL STATEMENTS

FIRST QUARTER

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QUARTERLY FINANCIAL STATEMENTS

SECOND QUARTER

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QUARTERLY FINANCIAL STATEMENTS

THIRD QUARTER

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QUARTERLY FINANCIAL STATEMENTS

FOURTH QUARTER

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NONCONSOLIDATED SUBSIDIARIES

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Q.II.G.7.b. The balance sheets and income statements of the nonconsolidated

subsidiaries of the controlling corporation (unless legally precluded from providing them);

A.II.G.7.b. Edison International presently has no nonconsolidated subsidiaries,

with the exception of the following:

Edison Mission Energy, an indirectly wholly owned subsidiary of Edison International, has a non-controlling interest in Capistrano Wind Partners, which is accounted for at fair value. Edison Investments 1 LLC, which is wholly owned by Edison Investment Holdings LLC, which is wholly owned by Edison International, holds a vested 16% interest in Enbala Power Networks, Inc., a privately owned company through preferred stock ownership. Edison Investments 1 LLC, which is wholly owned by Edison Investment Holdings LLC, which is wholly owned by Edison International, holds a less than 5% interest on Proterra Inc. The investments in the nonconsolidated entities are all private companies which do not issue public financial statements. For tax purposes, an affiliated group of corporations may file a consolidated income tax return for the tax year pursuant to Code Sec. 1501. None of these entities satisfy the criteria for members of the EIX consolidated group at any time during the tax year. EIX does not include them in the Form 851 listing of affiliated companies which it attaches to the EIX Form 1120 on an annual basis. Therefore, there is no requirement that these entities provide balance sheets and income statements.

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PERIODIC SEC REPORTS

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EXEMPTION STATEMENT ON SECURITIES AND EXCHANGE COMMISSION FORMS For 2018, Edison International and Southern California Edison filed with the Securities and Exchange Commission the required disclosure documents. Due to the significant volume of such, these documents can be accessed on the following Internet addresses.

Edison International Securities and Exchange Commission Filings

http://www.sec.gov/cgi-bin/browse-

edgar?company=&CIK=0000827052&filenum=&State=&SIC=&owner=include&action=getcompany

Southern California Edison Securities and Exchange Commission Filings http://www.sec.gov/cgi-bin/browse-

edgar?company=&CIK=0000092103&filenum=&State=&SIC=&owner=include&action=getcompany

Edison International and Southern California Edison Annual Report and the Joint Proxy Statement may also be found on the EIX website:

http://www.edison.com/home/investors/sec-filings-financials.html

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PROPORTIONATE SHARE REPORT

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