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As of the record date, EIX had 325,811,206 shares of Common Stock outstanding, 325,799,900 of which are entitled to cast a total of 325,799,900 votes. Therefore, a quorum for EIX is 162,899,951 shares. SCE had 4,800,198 shares of Cumulative Preferred Stock outstanding and entitled to cast a total of 28,801,188 votes, and 434,888,104 shares of Common Stock outstanding and entitled to cast a total of 434,888,104 votes. Voting together as a class, the SCE shareholders have the right to cast a total of 463,689,292 votes. Therefore, a quorum for SCE is 231,844,647 shares.

Q: What vote is required to adopt each Item at the meeting?

A: A director nominee will be elected and a proposal will be approved if the following two votes are obtained:

Q: Who will count the votes?

A: Wells Fargo Bank, N.A., will tabulate the votes and is expected to act as the inspector of election. To protect the confidentiality of votes cast under the 401(k) Plan, 401(k) Plan shareholders’ voting instructions are given directly to Wells Fargo. Wells Fargo will tabulate those votes and provide aggregate voting results directly to the 401(k) Plan trustee. EIX will not have access to any of the 401(k) Plan shareholders’ voting instructions, and 401(k) Plan voting results are only reported to EIX in the aggregate.

Q: How much will this proxy solicitation cost?

A: We have retained D.F. King & Co., Inc. to assist us with the solicitation of proxies and will pay an aggregate fee of $22,500 (EIX $20,000 and SCE $2,500) plus expenses. This fee does not include the costs of printing and mailing the proxy materials. Some of the directors, officers and other employees of the Company also may solicit proxies personally, by mail, by telephone or by other electronic means for no additional compensation. We will also reimburse brokers and other nominees for their reasonable out-of-pocket and other actual expenses for forwarding proxy materials to beneficial owners and obtaining voting instructions.

Q: Whom may I call with questions about the meeting or voting?

A: You may call Wells Fargo at 1-800-347-8625 or visit their Internet website at www.shareowneronline.com.

Q: What happens if additional matters are presented at the Annual Meeting?

A: The Board is not aware of, and does not intend to present, any business to be acted upon at the Annual Meeting other than the Items described in this Proxy Statement. If you submit a proxy and any other matters properly come before the Annual Meeting, including matters incident to the conduct of the Annual Meeting, the persons named as proxy holders will have the discretionary authority to vote your shares in accordance with their best judgment. If any of the nominees for election to the Board become unavailable to stand for election as a director, the proxies will also have the authority to vote for substitute nominees chosen by the Board.

Q: What is the deadline to submit shareholder proposals or other business for the 2016 Annual Meeting?

A: The deadline to submit shareholder proposals for the Company’s 2015 Annual Meeting was November 14, 2014. To be considered for inclusion in the 2016 Proxy Statement, shareholder proposals for the Company’s 2016 Annual Meeting must be received by November 13, 2015.

Shareholders intending to bring any other business before an Annual Meeting, including director nominations, must give written notice to the Corporate Secretary of the business to be presented. The notice must be received at our office within the periods, and with the information and documents, specified in the Bylaws.

Assuming that the 2016 Annual Meeting is held on April 28, 2016, as currently specified by the Bylaws, the period for the receipt by the Corporate Secretary of written notice of other business to be brought by shareholders before the 2016 Annual Meeting, including director nominations, will begin on September 14, 2015 and end on November 13, 2015.

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Nine directors have been nominated for election to the EIX Board and ten directors have been nominated for election to the SCE Board, each to hold office until the next Annual Meeting. The director nominees of EIX and SCE are the same, except that Mr. PizarroPayne is a nominee for the SCE Board only. Director Luis G. Nogales, our longest-tenured director with 22 years of service on the Board,Directors Jagjeet S. Bindra, who decided not to stand for re-election, and Bradford M. Freeman and Thomas C. Sutton,Richard T. Schlosberg III, who reached the mandatory retirement age of 72, will leave the Board effective as of the date of the Annual Meeting.

A biography of each nominee describing his or her age as of the date of this Proxy Statement, current Board committee service, business experience during the past five years and other relevant business experience is presented below. The biography includes the specific experience, qualifications, attributes, and skills that led the Board to conclude that the nominee should serve as a director. While each nominee’s entire range of experience and skills is considered important, particular experience that contributes to the diversity and effectiveness of the Board is identified below.

Jagjeet S. Bindra Age 67 Director Since 2010 Board Committees: ●Audit ●Finance, Operations & Safety Oversight Other Public Company Boards: ●LyondellBasell Industries N.V.	Biographical InformationVanessa C.L. Chang Mr. Bindra served as president of Chevron Global Manufacturing, responsible for Chevron Corporation’s worldwide refining operations, from 2004 until his retirement in 2009. During his 32-year career at Chevron, Mr. Bindra also served as managing director and chief executive officer of Caltex Australia Limited, president of Chevron Pipeline Co., and senior vice president, pipelines, of Chevron Overseas Petroleum, Inc. He is a director of LyondellBasell Industries N.V. and previously served as a director of Transocean Ltd. Mr. Bindra is a graduate of the Indian Institute of Technology in Kanpur, India, and holds a Master of Science degree in Chemical Engineering from the University of Washington and an MBA degree from Saint Mary’s College of California. Specific Qualifications and Experience Relevant to the Company Mr. Bindra brings to the Board global experience in a capital intensive industry in the energy sector, which is particularly relevant to the Company’s capital and infrastructure investment program. He has expertise in energy value chain and asset management, and in safety and operational risk management, which he brings to Board deliberations. Mr. Bindra’s experience as a director of other public companies also brings value to the Board.
Vanessa C.L. Chang Age 62 Director Since 2007 Board Committees: ●Audit (Chair) ●Compensation & Executive Personnel Other Public Company Boards: ●Transocean Ltd. ●American Funds Family		Biographical Information Ms. Chang has been a director of EL & EL Investments, a private real estate investment business, since 1999. She previously served as chief executive officer and president of ResolveItNow.com, an online dispute resolution service, senior vice president of Secured Capital Corporation, a real estate investment bank, and a partner of the accounting firm KPMG Peat Marwick LLP. Ms. Chang is a director of Sykes Enterprises, Incorporated and Transocean Ltd., and a director or trustee of 17 funds advised by the Capital Group and its subsidiaries, of which seven funds inare members of the American Funds family advised byand ten are members of Capital Research and Management Company.Group’s Private Client Services. She is a graduate of the University of British Columbia and a Certified Public Accountant (inactive). Specific Qualifications and Experience Relevant to the Company Ms. Chang brings to the Board experience in accounting and financial reporting and oversight matters. This experience is valuable in her role as a financial expert on the Company’s Audit Committee Chair and financial expert.Committee. Ms. Chang spent most of her career in the Southern California area and brings knowledge of the community served by SCE. She also brings experience as a director of public, private, and non-profit organizations, and securities regulation and corporate governance knowledge.

Age64 2015 Proxy StatementDirector Since		7 2007

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Theodore F. Craver, Jr. Board Committees Age 63 ●EIX Director Since 2007 SCE Director Since 2008Audit ●Compensation Other Public Company Boards:Boards ●Health Net,American Funds Family ●Sykes Enterprises, Incorporated ●Transocean Ltd.

	Louis Hernandez, Jr.
	Age 50 Director Since2016 Board Committees ●Audit ●FOSO Other Public Company Boards ●Avid Technology, Inc.	Biographical Information Mr. CraverHernandez has been the Chairmanchairman and chief executive officer of the Board, President,Avid Technology, Inc., a digital media company that provides audio and Chief Executive Officer of EIXvideo technology, since 2008. He2013, and also served as Chairman of the Board, President and Chief Executive Officer of EMEits president from 20052013 to 2008, and, prior to that, Executive Vice President, Chief Financial Officer and Treasurer of EIX. Before joining the Company as Vice President and Treasurer in 1996, Mr. Craver served as executive vice president and corporate treasurer of First Interstate Bancorp and executive vice president and chief financial officer of First Interstate’s wholesale banking subsidiary.2016. He ishas been a director of Health Net,Avid Technology, Inc. since 2008. From 1999 to 2013, Mr. CraverHernandez served as chairman and chief executive officer of Open Solutions, Inc., a technology provider for the financial services marketplace. He previously also served in various executive roles at RoweCom Inc. and U.S. Medical Instruments, Inc. and as a director of HSBC North America Holdings Inc. and several of its affiliates. Mr. Hernandez is a graduate of theSan Diego State University, of Southern California, where he also received his MBA degree. Specific Qualifications and Experience Relevant to the Company Mr. CraverHernandez brings to the Board public company chief executive leadership experience in the multimedia software industry and technology sector. He also brings entrepreneurial, marketing, and product development experience, which is particularly relevant to the Company’s new business development activities. Mr. Hernandez’s experience in the technology sector is valuable in addressing the challenges of the changing electric industry.

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	James T. Morris
	Age 57 Director Since2016 Board Committees ●Audit ●Compensation Other Public Company Boards ●Pacific Mutual Fund Complex	Biographical Information Mr. Morris is the chairman, president and chief executive officer of Pacific Life Insurance Company, and its parent companies Pacific Mutual Holding Company and Pacific LifeCorp. He has served as chief executive officer since 2007 and chairman since 2008, and served as president from 2007 to 2012 and again beginning in 2016. Mr. Morris has served in a variety of management positions since joining Pacific Life in 1982, including chief operating officer from 2006 to 2007, executive vice president and chief insurance officer, life insurance and annuities and mutual funds divisions, from 2005 to 2006, executive vice president, life insurance division, from 2002 to 2005, and senior vice president, individual insurance, from 1996 to 2002. In addition, he has been chairman of the board and trustee of the Pacific Select Fund and the Pacific Funds Series Trust, members of the same mutual fund complex, since 2007. Mr. Morris serves as a director of the American Council of Life Insurers, where he previously served as its chairman from 2012 to 2013. He is a graduate of the University of California at Los Angeles and serves as a member of the Board of Visitors of the UCLA Anderson School of Management. Specific Qualifications and Experience Relevant to the Company Mr. Morris brings to the Board business and chief executive leadership experience in an industry which, like the electric utility industry, is highly regulated. He also brings strategic perspective, product development, marketing and financial analysis experience to the Board.

	Kevin M. Payne
	Age 56 SCE Director Since2016 Other Public Company Boards ●None	Biographical Information Mr. Payne has been the CEO of SCE since June 2016. Prior to his current role, he served as senior vice president of Customer Service for SCE from 2014 to June 2016. Mr. Payne has held various leadership positions, including Vice President of Engineering and Technical Services from 2011 to 2014, Vice President of Client Services Planning and Controls from 2010 to 2011, Vice President of Information Technology and Business Integration from 2009 to 2010, and Vice President of Enterprise Resource Planning from 2008 to 2009. Prior to that he was a Director in the Renewable and Alternative Power and Major Customer Technical Support departments. Mr. Payne began his career with SCE in 1986 in the Engineering and Construction department managing power plant retrofit and other engineering projects. He has a degree in mechanical engineering from the University of California, Berkeley, and is a registered professional engineer. Specific Qualifications and Experience Relevant to the Company Mr. Payne brings to the SCE Board in-depth knowledge of the Company’s business, industry and strategy, experienced leadership, and a financean engineering background. He has hadalso brings senior executive, operations and strategic planning experience dealingdeveloped during his 30 years of service with difficult challenges faced by the Company, including the California energy crisis. He is a leader in the electric utility industry, currently serving as chairman of the Edison Electric Institute, an association of U.S. shareholder-owned electric companies, and serving as a director of the Electric Power Research Institute, which provides independent, public-benefit research and development relating to the generation, delivery and use of electricity.SCE.

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	Pedro J. Pizarro
	Age 51 EIX Director SinceAge 49 2016 SCE Director Since 2014 Other Public Company Boards:Boards ●None	Biographical Information Mr. Pizarro has been the President and CEO of EIX since October 2016. Prior to that, he served as President of EIX from June 2016 to September 2016 and President of SCE sincefrom October 2014. He2014 to May 2016. Mr. Pizarro has held a wide range of executive positions at the EIX companies since joining EIX in 1999. From 2011 through March 2014, Mr. Pizarrohe served as President of EME, an indirect subsidiary of EIX that filed for bankruptcy in December 2012. Prior to that, heMr. Pizarro served as Executive Vice President of SCE from 2008 to 2011, responsible for SCE’s transmission and distribution system, procurement unit forof conventional and renewable power, contracts, and gas-fired and hydroelectric power production facilities. Mr. PizarroHe also previously served as Vice President and Senior Vice President of SCE responsible for power procurement,Power Procurement, and Vice President of SCE responsible for strategyStrategy and business development,Business Development, among other executive roles. Prior to his work at the EIX companies, heMr. Pizarro was a senior engagement manager with McKinsey & Company, providing management consulting services to energy, technology, engineering services, and banking clients. He is a director of the Edison Electric Institute and the Electric Power Research Institute, and is a member of the Board of Governors of Argonne National Laboratory. Mr. Pizarro is a graduate of Harvard University and earned a Ph.D. in chemistry from the California Institute of Technology. Specific Qualifications and Experience Relevant to the Company Mr. Pizarro brings to the SCE Board in-depth knowledge of the Company’s business, experienced leadership, and operations and strategic planning experience and background. His leadership and experience dealing with difficult challenges during the EME bankruptcy adds value to the SCE Board. He also brings experience as a director of various non-profit organizations.

	Linda G. Stuntz
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Richard T. Schlosberg, III Director SinceAge 70 Director Since 2002 2014 Board Committees:Committees ●Compensation & Executive PersonnelFOSO ●Nominating/ Corporate Governance (Chair) Other Public Company Boards: ●eBay Inc.	Biographical Information Mr. Schlosberg served as president and chief executive officer of The David and Lucile Packard Foundation, a private family foundation, from 1999 until his retirement in 2004. Prior to joining the foundation, he was publisher and chief executive officer of The Los Angeles Times, and executive vice president and director of The Times Mirror Company, a media communications company. He is a director of eBay Inc. and chairman of the board of the Kaiser Family Foundation. Mr. Schlosberg is a graduate of the United States Air Force Academy, and holds an MBA degree from Harvard Business School. Specific Qualifications and Experience Relevant to the Company Mr. Schlosberg brings to the Board business, management and chief executive leadership experience in the communications industry, including in the local markets served by SCE. He also brings independent leadership, corporate governance and executive compensation experience to the Board as the Company’s current Nominating/Corporate Governance Committee Chair and previous Lead Director and Compensation and Executive Personnel Committee Chair. He brings the perspective and insight of a director of other public and private companies.
Linda G. Stuntz Age 60 Director Since 2014 Board Committees: ●Finance, Operations & Safety Oversight ●Nominating/ Corporate Governance Other Public Company Boards:Boards ●Raytheon Company ●Royal Dutch Shell plc	Biographical Information Ms. Stuntz has been a partner of the law firm of Stuntz, Davis & Staffier, P.C. since 1995, and served as a partner of the law firm of Van Ness Feldman LLP from 1993 to 1995. Her practice includes energy and environmental regulation. Ms. Stuntz previously served as Deputy Secretary of, and held senior policy positions in, the U.S. Department of Energy from 1989 to 1993, and served as associate minority counsel and minority counsel to the Energy and Commerce Committee of the U.S. House of Representatives from 1981 to 1987. She is a director of Raytheon Company and Royal Dutch Shell plc, and previously served as a director of Raytheon Company, Schlumberger, Ltd. and American Electric Power Company. Ms. Stuntz also served on the U.S. Secretary of Energy Advisory Board. She is a graduate of Wittenberg University and received her law degree from Harvard University. Specific Qualifications and Experience Relevant to the Company Ms. Stuntz brings to the Board utility and environmental law and public policy experience, which is particularly relevant to the Company’s business. Her experience as a director of other public companies, including in the energy and electric utilities industries, also brings value to the Board.

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	William P. Sullivan
	Age 67 Director SinceAge 65 New Director Nominee 2015 Chair of the EIX Board Board Committees ●FOSO ●Governance Other Public Company Boards:Boards ●Agilent TechnologiesMaxim Integrated	Biographical Information Mr. Sullivan served as chief executive officer of Agilent Technologies, a global provider of scientific instruments, software, services and consumables in life sciences, diagnostics and applied chemical markets, from 2005 to March 2015. In addition, he was Agilent’s president from 2005 to 2012 and 2013 to 2014. Prior to that, Mr. Sullivan was executive vice president and chief operating officer of Agilent from 2002 to 2005. He had been senior vice president and general manager of Agilent’s Semiconductor Products Group from 1999 to 2002. Before 1999, Mr. Sullivan isserved in various management roles, including in manufacturing and product development, at Hewlett-Packard Company. He serves as a director of Agilent (until its March 2015 annual meeting)Maxim Integrated and previously served as a director of Agilent Technologies, Avnet, Inc. and URS Corporation. HeMr. Sullivan is a graduate of the University of California, Davis. Specific Qualifications and Experience Relevant to the Company If elected, Mr. Sullivan will bringbrings to the Board experience as president and chief executive officer of a large public company. He will also bringbrings significant operational experience, including leadership of successful company transformation. HisThis experience, particularly in the technology sector will beand in product and business development, is very valuable to the Board in the changing electric industry.

	Ellen O. Tauscher
	Age 65 Director SinceAge 63 Director Since 2013 Board Committees:Committees ●Audit ●Finance, Operations & Safety OversightFOSO Other Public Company Boards:Boards ●eHealth Inc. ●Invacare Corporation ●SeaWorld Entertainment, Inc.	Biographical Information Ms. Tauscher has been a strategic advisor with the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC since 2012. Ms. Tauscher served as Under Secretary of State for Arms Control and International Security from 2009 to 2012. Prior to joining the State Department, she served from 1997 to 2009 as a member of the U.S. House of Representatives from California’s 10th10th Congressional District. While a member of Congress, Ms. Tauscher served on the House Armed Services Committee, the House Transportation and Infrastructure Committee and as Chairman of the House Armed Services Subcommittee on Strategic Forces. Prior to serving in Congress, she worked in investment banking and the financial industry in various roles for Bache Halsey Stuart Shields, Bear Stearns & Co., and Drexel Burnham Lambert, and as an officer of the American Stock Exchange. Ms. Tauscher is a director of eHealth, Inc., and SeaWorld Entertainment, Inc., and previously served as a director of Invacare Corporation (until its 2015 annual meeting).Corporation. She servesalso served on the Board of Governors of Lawrence Livermore National Security, LLC and on theU.S. Secretary of Energy Advisory Board. Ms. Tauscher is a graduate of Seton Hall University. Specific Qualifications and Experience Relevant to the Company Ms. Tauscher brings to the Board extensive government affairs and public policy experience, which is particularly relevant to the Company’s business and valuable in assessing the Company’s strategy. She also brings business and financial acumen. Her experience in national security and in the State Department and in Congress is particularly valuable in the oversight of cybersecurity risk.risk and her role as the Board’s liaison to the Company’s cybersecurity oversight group (see page 10).

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	Peter J. Taylor
	AgeAge 56 58 Director Since 2011 Board Committees:Committees ●Audit (Chair) ●Compensation & Executive Personnel Other Public Company Boards:Boards ●None	Biographical Information Mr. Taylor has been the president of ECMC Foundation, a nonprofit corporation dedicated to educational attainment for low-income students, since May 2014. Prior to that he served as executive vice president and chief financial officer of the University of California from 2009 to 2014 and managing director of public finance at Lehman Brothers and Barclays Capital from 2002 to 2009. Mr. Taylor is a director of Pacific Mutual Holding Company and the Kaiser Family Foundation, and a member of the Board of Trustees of California State University and the J. Paul Getty Trust, serving as chair of the audit committee.Trust. Previously, he was chair of the UCLA African American Admissions Task Force and a commissioner on the California Performance Review Commission. Mr. Taylor is a graduate of the University of California Los Angeles and holds a Master’s degree in public policy analysis from Claremont Graduate University. Specific Qualifications and Experience Relevant to the Company Mr. Taylor brings to the Board finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy in aand highly regulated business. He also brings experience in risk management, accounting and financial reporting.reporting, which is valuable in his role as a financial expert and Chair of the Audit Committee.

	Brett White
	Age 57 Brett White Age 55 Director Since 2007 Lead Director Board Committees:Committees ●Compensation & Executive Personnel (Chair) ●Nominating/ Corporate Governance Other Public Company Boards:Boards ●Realogy Holdings CorporationNone	Biographical Information Mr. White has been chairman and chief executive chairmanofficer of DTZ,Cushman & Wakefield (formerly DTZ), a commercial real estate services company, since MarchSeptember 2015. He served as executive chairman of DTZ from March 2015 to September 2015. Mr. White previously served as a senior advisor to TPG Capital, a private equity firm, from July 2014 to December 2014 and as a managing partner at Blum Capital, a private equity firm, from January 2013 to December 2013. Prior to that, Mr. Whitehe served as chief executive officer of CBRE Group, Inc., a commercial real estate services firm, from 2005 to 2012, president of CBRE Group from 2001 to 2010 and, prior to that, as chairman of the Americas of CB Richard Ellis Services, Inc. He is a director of Realogy Holdings Corporation and a trustee of the University of San Francisco, andMr. White previously served as a director of Ares Commercial Real Estate Corporation, and CBRE Group, Inc. Mr. Whiteand Realogy Holdings Corporation. He is a graduate of the University of California, Santa Barbara. Specific Qualifications and Experience Relevant to the Company Mr. White brings to the Board the experience, strategic perspective, critical judgment and analytical skills of a chief executive officer of a publicglobal company. His real estate services industry experience is particularly relevant to the Company’s infrastructure investment strategy. He also brings the perspective of a business headquartered and doing business in the local markets served by SCE developed from his years of service at CBRE Group. This experience is valuable in Mr. White’s role as the Company’s Lead Director and Compensation and Executive Personnel Committee Chair.

The Board recommends you vote “FOR” “FOR” the EIX and SCE director nominees, as applicable.

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Q: How are potential director nominees identified and selected by the Board to become nominees?

A:The Nominating/Corporate Governance Committee, comprised solely of independent directors under New York Stock Exchange LLC (“NYSE”) rules and our Corporate Governance Guidelines, is responsible for recommendingrecommends director candidates to the Board.

The Committee will consider candidates recommended by shareholders if they are submitted in writing to the Corporate Secretary and include all of the information required by Article II, Section 4 of our Bylaws plus a written description together with any supporting materials of the following:of:

The Committee also considers candidates recommended by our directors, senior management, and any director search firmfirms retained by the Committee. Mr. Sullivan,Hernandez, who was elected to the Board in August 2016 and is a first-time director nominee for election by the shareholders at the Annual Meeting, was recommended by a non-management director.the Committee’s director search firm. The search firm supports the process of identifying director candidates, coordinating the interview process and conducting reference checks. There are no differences in the manner in which the Committee evaluates a candidate based on the source of the recommendation.

If, based on an evaluation of the candidate’s qualifications, qualities and skills, the Committee determines to continue its consideration of a candidate, Committee members and other directors as determined by the Committee interview the candidate. The Committee conducts any further research on the candidate that it deems appropriate. The Committee then determines whether to recommend that the candidate be nominated as a director. The Board considers the recommendation and determines whether to nominate the candidate for election.

Q: What information does the Nominating/Corporate Governance Committee consider when recommending a director nominee?

A:For the Committee to recommend a director nominee, the candidate must at a minimum possess the qualifications, qualities and skills in our Corporate Governance Guidelines, including:

The Committee also considers other factors and information, including the Board’s current need for additional members, the candidate’s potential for increasing the Board’s range of experience, skills and diversity, the candidate’s independence, and specific skills and experience that are relevant to our business strategy.

In nominating candidates for re-election to the Board, the Committee also considers the nature and time invested in a director’s service on other boards, the director’s Board, Board committee and annual meeting attendance, and the vote received at the prior annual meeting.

Q: How does the Nominating/Corporate Governance Committee consider diversity in identifying director candidates?

A:Our Corporate Governance Guidelines state the Board’s policy that the value of diversity on the Board should be considered. The Committee considers ethnic and gender diversity, as well asand diversity of skills, backgrounds and qualifications represented on the Board, in recommending nominees for election. The Committee has instructed its director search firm to identify candidates reflecting ethnic and gender diversity.

The Committee evaluates its effectiveness in achieving diversity on the Board through its annual review of Board composition, which identifies ethnicity, gender and industry experience prior to recommending nominees for election.

Q: How does the Board determine which directors are considered independent?

A:Our Corporate Governance Guidelines require that the Board consistbe comprised of at least a majority of independent directors and that the Audit, Compensation, and Executive Personnel, and Nominating/Corporate Governance Committees be comprised solelyentirely of independent directors. The Company uses the NYSE listing standards to determine independence. Also,

Directors serving on the Audit and the Compensation Committee charter contains additional independence requirements for committee membership.

No director will be considered independent to serve on the Board or an independent Board committee if he or she would not qualify as independent under NYSE rules. Directors who qualify as independent to serve on the Board are determined to be independent unless the director has a material relationship with the Company or its subsidiaries. Directors who qualify as independent to serve on an independent Board committeeCommittees must meet any additional independence criteria prescribed by the NYSE listing standards and the applicable committee charter.

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Tablecharters of Contentsthose Committees. Director Chang serves on the audit committees of the American Funds family, Sykes Enterprises, Incorporated and Transocean Ltd. The Board has determined Ms. Chang’s simultaneous service on the audit committees of three other public companies does not impair her ability to effectively serve on our Audit Committee.

The Board has determined that the types of relationships described in Section B of Exhibit A-1 to our Corporate Governance Guidelines, which are posted on our website atwww.edison.com/corpgov, are not material for purposes of determining directors’ independence to serve on the Board. As a result, theThe Board does not consider these relationships in making independence determinations to serve on the Board.

For relationships not prohibited by NYSE rules and not covered under the categories of immaterial relationships in our Guidelines, the determination of whether a relationship is material or not, and therefore whether a director is independent to serve on the Board or not, is made in good faith by the directors. The director whose relationship is under consideration abstains from the vote regarding his or her independence.

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Q: Which directors has the Board determined are independent to serve on the Board?

A:The Board has determined that all directors and director nominees other than Messrs. CraverPizarro and PizarroPayne are independent to serve on the Board. The Board previously determined that Dr. France A. Córdova, who resigned from the Board on March 13, 2014, was independent.

The Board reviews the independence of our directors to serve on the Board or an independent Board committee at least annually, and periodically as needed. On a monthly basis, the Company also monitors director relationships and transactions that might disqualify them as independent. In February 2015,2017, prior to recommending director nominees for election, the Board confirmed that the independent directors had no relationships or transactions that disqualified them as independent to serve on the Board.

Q: Who is the Lead DirectorChair of the Board and what are the Lead Director’sChair’s duties and responsibilities?

A: The Lead Director is designated annually byMr. Sullivan has served as the independent directors, must be independent,Chair of the EIX Board since September 30, 2016. Prior to this time, Mr. Craver served as EIX Chairman and is expected to devote a greater amount of time to Board service than the other directors. The current Lead Director isCEO and Mr. White who has served in that role since April 2014.

Theas the Company’s Lead Director’s dutiesDirector. Effective upon Mr. Craver’s retirement on September 30, 2016, the EIX Board separated the roles of Chair and responsibilities are described in ourCEO by amending the EIX Bylaws and Corporate Governance Guidelines and include allappointing Mr. Sullivan as independent Chair of the following:EIX Board and Mr. Pizarro as EIX CEO. The Company no longer has a Lead Director.

As independent Chair, Mr. Sullivan’s duties include:

The SCE Bylaws provide that the CEO of SCE has the duties of the Chair unless a separate Chair of the SCE Board is appointed. Since June 1, 2016, Mr. Payne has served as SCE CEO and has had the duties of the Chair of the SCE Board. SCE does not have a Lead Director’s term is one year, consistent with annual elections of directors; in practice, however, our Lead Directors have served for at least two years since 2008.Director.

Q: Why does the Board believe that its Board leadership structure is appropriate?

A:The EIX Board has determined thatbelieves separating the combined role of ChairmanChair and CEO together with an independent Lead Director havingpositions is the duties described above, is currently inmost appropriate leadership structure for EIX at this time, by allowing Mr. Pizarro to focus on the best interest of our shareholders because it provides the appropriate balance between effective leadershipday-to-day management of the Companybusiness and on executing our strategic priorities, while allowing Mr. Sullivan to focus on leading the Board, providing advice and counsel to Mr. Pizarro, and facilitating the Board’s independent oversight of management. We have the following corporate governance practices that provide for strong independent leadership on the Board and effective oversight of management and CEO performance:

The EIX Board also believes having Mr. Craver serve in the combined role of EIX Chairman and CEO is in the best interests of our shareholders because:

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The EIX Board continues to monitor trends in this area and could, under different circumstances, reach a different conclusion.

The SCE Bylaws provide that the President of SCE has the duties of the Chairman. The Lead Director of EIX also serves as Lead Director of SCE. All directors of SCE are independent, except for Messrs. Craver and Pizarro, and the key Board committees are composed entirely of independent directors. The SCE Board has determined that the current leadership structure is appropriate for SCE as a subsidiary of EIX. All directors of SCE are independent, except for Messrs. Payne and Pizarro, and the key Board committees are composed entirely of independent directors.

Q: What is the Board’s role in CEO succession planning?

A:The Board believes CEO succession planning is one of its most important responsibilities. Our Corporate Governance Guidelines provide that the Board will annually review and evaluate succession planning and management development for the Company’s senior officers, including the CEO.

At least annually, the Board meets in executive session with the EIX CEO to discuss talent and succession planning. The discussion includes CEO succession in the ordinary course, CEO succession in the event ofif an emergency occurs, and succession for other key senior management positions. The frequency of the Board’s CEO succession planning discussions depends in part on the period until the CEO’s expected retirement.

In the succession planning process, internal CEO succession candidates are identified and evaluated based on criteria considered predictive of success at the CEO level, taking into accountconsidering the Company’s business strategy. The Board uses a common talent assessment format for each individual. The assessment includes a development plan for each individual.

Our Corporate Governance Guidelines provide that the Board will have opportunities to become acquainted with the senior officers of the Company and others who may have the potential to handle significant management positions. This is carried out through opportunities for officers to make presentations to the Board and Board committees, director education sessions, other business interactions, and social events intended for this purpose.

In addition to the succession planning process, the Compensation and Executive Personnel Committee annually assesses the performance of the CEO and other senior officers against individual and corporate goals. The performance review process is discussed under “Role of Compensation Committee and Executive Officers” in the Compensation Discussion and Analysis below. The Committee reports on the results to the Board.

Q: What is the Board’s role in risk oversight?

A:Our Corporate Governance Guidelines provide that one of the Board’s primary functions is to review the Company’s enterprise risk management process and monitor strategic and emerging risks. The Board annually reviews keyenterprisekey enterprise risks identified by management, such as financial, reputational, safety, physical and cyber security, and compliance risks, and monitors key risks through reports and discussions regarding key risk areas at Board meetings. The Board also focuses on specific strategic and emerging risks in periodic strategy reviews. The Board annually reviews corporate goals and approves capital budgets.

Board committees have responsibility for risk oversight in specific areas as follows:

The Audit Committee is responsible for oversight of (i) risk assessment and risk management policies, (ii) major financial risk exposures, and (iii) the steps management has taken to monitor and control these exposures. In carrying out these responsibilities, theThe Committee semi-annually reviews the Company’s risk management processes and key enterprise risks, reviews the EIX risk management committee charter, receives regular reports on litigation, internal audits and compliance, receives “deep dive” reports on specific risk topics at meetings, and receives semi-annual reports of the Company’s political contributions. The Committee also annually reviews and approves the internal audit plan. The EIX Vice President forof Enterprise Risk Management regularly attends Committee meetings and reports on risk issues.

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The Compensation and Executive Personnel Committee assesses and monitors risks in the Company’s compensation program. The Committee’s risk assessment process and factors considered in assessing risk are discussed under “Risk Considerations”“How We Make CompensationDecisions - Risk Considerations” in the Compensation Discussion and Analysis below.

The Finance, Operations and Safety OversightFOSO Committee is responsible for oversight of risks in the Company’s capital investment activities and operations. The Committee regularly monitors the level of capital spending relative to approved capital budgets and must approve significant capital spending variances and projects that are not included in approved capital budgets. The Committee also monitors safety and operational performance metrics, significant developments related to safety, physical and cyber security, reliability and affordability, and the availability of appropriate resources in these areas. In carrying out its responsibility for oversight of risks in the Company’s operations, theThe Committee receives “deep dive” reports on key topics related to this responsibility at each meeting. To the extent topics involve key Company risks, members of the Audit Committee may be invited to attend Finance, Operations and Safety Oversight Committee meetings.its responsibilities.

The Nominating/Corporate Governance Committee advises the Board with respect toregarding Board size and composition, Board committee composition and responsibilities, Lead Director selection of the independent Chair of the EIX Board, and corporate governance practices that help position the Board to effectively carry out its risk oversight responsibility.

The Board believes its leadership structure supports the Board’s risk oversight function. Independent directors chair the Board committees responsible for risk oversight, the Company has an independent Lead DirectorChair of the EIX Board who facilitates communication between management and directors, and all directors are involved in the review of key enterprise risks.

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Q: What is the Board’s role in cybersecurity oversight?

A:The Company has identified cybersecurity as a key enterprise risk. As a result, cyberCyber risks are included in the key risk reports to the Board and Audit Committee discussed above. In addition, the Board has assigned primary responsibility for cybersecurity oversight to the Finance, Operations and Safety OversightFOSO Committee, which receives an annual “deep dive” report and written cybersecurity updates with each meeting. Among other things, these reportsmeeting that focus on the Company’s most critical assets, cybersecurity drills, exercises, and breaches, mitigation of cyber risks, and assessments by third-party experts. In 2014,2016, the Board also received an annual “deep dive”a report with a similar focus.focus on reducing the Company’s cybersecurity risks.

The Company has established a cybersecurity oversight group comprised of a multidisciplinary senior management team to provide governance and strategic direction for the identification, protection and detection of cybersecurity risks to the Company. Director Tauscher serves as the Board liaison to the oversight group and regularly attends meetings. Other Board members attend at least one meeting annually.

Q: DoWhat is the Board’s role in oversight of environmental and social issues?

Environmental and social policies have a significant impact on the Company’s business and strategy. As a result, the Board is regularly engaged in oversight of environmental and social issues related to the Company’s operations, including:

The Board oversees environmental and social issues that impact the Company’s business, regulatory requirements, and reputation. Risks associated with environmental and social issues are identified in key risk reports to the Audit Committee. The Audit Committee also oversees the Company’s political and charitable contributions.

How do the Board and Board committees conduct an annual evaluation ofevaluate their performance?

A:The Board and Board committees complete aan annual self-evaluation questionnaire and discuss the results of their evaluation in executive session during the applicable Board or committee meeting. Directors have the opportunity to provide feedback on the performance of other directors during this process. The Nominating/Corporate Governance Committee oversees the annual evaluation of the Board and Board committees.committees and periodically reviews the effectiveness of the process.

Q: How many times did the Board meet in 2014?2016?

A:The Board met eleven times in 2014.2016. Each current director attended 75% or more of all Board and Board committee meetings he or she was eligible to attend. The Board held foursix executive sessions of the independent directors.

Q: Does the Company have a policy on attendance of Director nominees at Annual Meetings?

A:Director nominees are expected to attend Annual Meetings. All of the EIX and SCE directors except Mr. Taylor attended the 20142016 Annual Meeting.

Q: Are directors required to hold EIX Common Stock?

A:Within five years from the date of their initial election to the Board, directors are required tomust own an aggregate number of shares of EIX Common Stock or derivative securities convertible into EIX Common Stock, excluding stock options, having a value equivalent to five times the amount of the annual Board retainer. All deferred stock units held by a director count toward this ownership requirement.

All directors comply with this stock ownership requirement.

Q: Has EIX adopted proxy access for director elections?

In 2015, the EIX Board adopted proxy access for director elections at annual meetings. The EIX Bylaws provide that the Company will include in its Proxy Statement up to two nominees (or nominees for up to 20% of the EIX Board, whichever is greater) submitted by a shareholder or group of up to 20 shareholders owning at least 3% of EIX common stock continuously for at least three years, if the shareholder group and nominee satisfy the requirements in Article II, Section 13 of the EIX Bylaws, which are available atwww.edison.com/corpgov. The EIX Board made this decision after careful consideration of feedback received from our engagement with shareholders regarding proxy access.

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Does EIX have a policy on shareholder rights plans?

A:The EIX Board has a policy to seek prior shareholder approval of the adoption of any shareholder rights plan unless, due to time constraints or other reasons consistent with the EIX Board’s fiduciary duties, a committee consisting solely of independent directors determines that it would be in the best interests of EIX shareholders to adopt the plan prior to shareholder approval. Any rights plan adopted by the EIX Board without prior shareholder approval will automatically terminate one year after adoption of the plan unless the plan is approved by EIX shareholders prior to such termination.

Q: Is SCE subject to the same corporate governance stock exchange rules as EIX?

A:EIX is subject to NYSE rules and SCE is subject to the NYSE MKT LLC rules, which exempt SCE from designated corporate governance rules for Board and Board committee composition, including director independence, the director nominations process, and the process to determine executive compensation.

SCE is exempt from these rules because (i) it is a “controlled company” with over 50% of the voting power held by its parent company, EIX, and (ii) it has listed only preferred stock on the exchange. However, SCE closely follows the EIX corporate governance practices required under the NYSE rules.

Q: How may I communicate with the Board?

A:Shareholders and other interested parties may communicate with the Board or individual directors by following the procedures described on our website atwww.edison.com/corpgov.corpgov.

Q: Where can I find the Company’s corporate governance documents?

A:The EIX Bylaws, Corporate Governance Guidelines, and Board committee charters, the Director Ethics and Compliance Code for Directors applicable to all directors of EIX and SCE, and the Employee Ethics and Compliance Code of Conduct applicable to all EIX and SCE officers and employees, are posted on our website atwww.edison.com/corpgov.corpgov.

The SCE Bylaws, Corporate Governance Guidelines and Board committee charters are posted on our website atwww.sce.com/corpgov.corpgov.

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It is the Company’s policy that the Nominating/CorporateThe Governance Committee reviewreviews at least annually, and periodically as needed, any transaction in the prior calendar year or any proposed transaction between the EIX companies and a related person in which the amount involved exceeds $120,000 and the related person has a material interest. A related person is generally a director, a director nominee, an executive officer, or a greater than 5% beneficial owner of any class of voting securities of EIX or SCE, and their immediate family members. This policy is stated in writing in the Committee’s charter.

The Committee’s regular procedure is to obtain from management annually, and periodically as needed, a list of the transactions with related persons described above, and to review these transactions at a meeting held in advance ofbefore recommending director nominationsdirectornominations to the Board. The list is based on information from questionnaires completed by our directors, director nominees, and executive officers, together with information obtained from our accounts payable and receivable records, and is reviewed by legal counsel. The Committee’s procedure is evidenced in the minutes and records for the Committee meeting at which the review occurred.

Linda G. Stuntz

Director Linda Stuntz is an equity partner at the law firm of Stuntz, Davis & Staffier, P.C. (“SD&S”), which paid the Company approximately $233,000$201,777 in 20142016 to sublease approximately 4,344 square feet of office space in Washington, D.C. Effective upon the completionThe Company’s sublease of pending tenant improvements, the sublease has been amended to reduce the subleasedoffice space to 3,625 square feet at a monthly rent of $16,325, which will increase annually by 4%. The sublease will expire two years following completion ofSD&S began before Ms. Stuntz joined the tenant improvements, unless SD&S elects to renew the lease for up to two additional one year terms.

Adam S. Umanoff

On October 8, 2014, Adam S. Umanoff was elected EIX Vice President and General Counsel, effective January 2, 2015. In connection with his election, EIX entered into an agreement with Akin Gump Strauss Hauer and Feld LLP, Mr. Umanoff’s previous employer, to retain Mr. Umanoff’s legal services from November 10, 2014 through December 31, 2014 as he prepared to assume his new position. The amount paid to Akin Gump in connection with Mr. Umanoff’s services was $166,127.Board.

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The current membership and primary functionskey responsibilities of our Audit, Compensation, and Executive Personnel, Nominating/Corporate Governance, and Finance, Operations and Safety OversightFOSO Committees are described below. The duties and powers of each Committee are further described in its charter. The Board occasionally creates special Board committees to focus on certain topics.

Audit Committee

The Audit Committee’s duties and powers include the following:

The EIX Audit Committee also reviews at least semi-annually (i) any changes to the Company’s political contribution policies and (ii) a written report of political contributions and related political expenditures of the Company and its consolidated subsidiaries, political action committee and civic action committee. The EIX Board approves all political contributions in excess of $1 million.

	COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE
	2015 Proxy Statement Committee Members:     Brett White (Chair) Vanessa C.L. Chang James T. Morris Richard T. Schlosberg, III Peter J. Taylor Meetings in 2016:3			Key Responsibilities: 17●

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Compensation and Executive Personnel Committee

The Compensation and Executive Personnel Committee’s duties and powers include the following:

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The Nominating/Corporate Governance Committee’s duties and powers include the following:ITEM 1: ELECTION OF DIRECTORS

Finance, Operations and Safety Oversight Committee

The Finance, Operations and Safety Oversight Committee’s duties and powers include the following:

●	FINANCE, OPERATIONS AND SAFETY OVERSIGHT COMMITTEE
	Committee Members:     Jagjeet S. Bindra (Chair) Louis Hernandez, Jr. Linda G. Stuntz William P. Sullivan Ellen O. Tauscher Meetings in 2016:4	Key Responsibilities: ●Review and monitor capital spending and investments in subsidiaries compared to the annual budget or equity investment plan approved by the Board, and receive post-completion reports from management on all major capital projects.
●	Monitor operational and service excellence performance metrics andmetrics. ●Monitor significant developments relating to safety, reliability and affordability, specifically including performance and developments in the areas of cybersecurity, business resiliency and emergency response, and the availability of appropriate resources to achieve objectives in these areas.

The EIX Finance, Operations and Safety Oversight Committee has the following additional duties and powers:

●Annually review the sources and uses of funds and the trust investments of the Company. ●Authorize financing, redemption and repurchase transactions.	Approve capital investments in, and extensions of credit to, Edison Energy and its subsidiaries, of more than $100 million over the amount previously approved by the Board or Committee.
●	Review and monitor capital commitments by Edison Energy and its subsidiaries, and approve any transaction not in the ordinary course of business that is required to be approved by EIX as the shareholder of Edison Energy.

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Director Compensation

The following table presents information regarding the compensation paid for 20142016 to our non-employee directors. The compensation paid to any director who is also an employee of EIX or SCE is presented in the EIX and SCE Summary Compensation Tables and the related explanatory tables.

Director Compensation Table – Fiscal Year 20142016

Name		Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)		All Other Compensation(5) ($)		Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)		All Other Compensation(5) ($)		Total ($)
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Jagjeet S. Bindra		117,000		115,012		—		—		—		10,000		242,012		$125,125		$135,032		—		—		—		$10,000		$270,157
Vanessa C.L. Chang		135,000		115,012		—		—		15,621		10,000		275,633		$124,000		$135,032		—		—		$24,331		$10,000		$293,363
France A. Córdova(6)		38,750		—		—		—		20,142		—		58,892
Bradford M. Freeman		115,000		115,012		—		—		29,341		10,000		269,353
Luis G. Nogales		115,000		115,012		—		—		14,169		10,000		254,181
Ronald L. Olson(7)		46,500		—		—		—		35,066		—		81,566
Louis Hernandez, Jr.																$55,000		$67,537		—		—		$250		—		$122,787
James T. Morris																$82,500		$135,032		—		—		$718		—		$218,250
Richard T. Schlosberg, III		127,000		115,012		—		—		32,148		10,000		284,160		$123,125		$135,032		—		—		$43,993		$10,000		$312,150
Linda G. Stuntz		61,316		115,012		—		—		422		5,000		181,750		$110,000		$135,032		—		—		$2,152		$10,000		$257,184
Thomas C. Sutton		107,000		115,012		—		—		21,371		10,000		253,383
William P. Sullivan																$127,625		$150,666		—		—		—		—		$278,291
Ellen O. Tauscher		107,000		115,012		—		—		510		10,000		232,522		$116,000		$135,032		—		—		$1,102		—		$252,133
Peter J. Taylor		113,000		115,012		—		—		—		5,000		233,012		$131,000		$135,032		—		—		—		$10,000		$276,032
Brett White		138,750		115,012		—		—		13,751		10,000		277,513		$144,375		$135,032		—		—		$22,606		$10,000		$312,013

(1)	The amounts reported for stock awards reflect the aggregate grant date fair value of those awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see Note 8 (Compensation and Benefit Plans) to EIX’s Consolidated Financial Statements, included as part of EIX’s 20142016 Annual Report.
(2)	Each non-employee director, other than Dr. Córdova and Mr. Olson,Hernandez, was granted 2,027a total of 1,926 shares of EIX Common Stock or fully-vested deferred stock units on April 24, 2014,28, 2016, and each share or unit had a value of $56.74$70.11 on the grant date. Dr. Córdova and Mr. Olson were not eligible for a grant because of their respective resignation and retirement from the Board. The number of outstandingHernandez was granted 917 fully-vested deferred stock units held byon August 25, 2016 in connection with his initial election to the Board, and each unit had a value of $73.65 on the grant date. Mr. Sullivan was granted an additional 219 shares of EIX Common Stock on October 3, 2016 in connection with his appointment as Chair of the EIX Board, and each share had a value of $71.39 on the grant date. None of the non-employee directordirectors had unvested deferred stock units as of December 31, 2014 was as follows: Messrs. Bindra, Freeman, Nogales, Schlosberg, Sutton, Taylor, and White held 3,387, 33,863, 33,541, 33,863, 8,677, 9,675, and 21,653, respectively; and Mses. Chang, Stuntz, and Tauscher held 21,667, 2,065, and 3,614, respectively. Dr. Córdova and Mr. Olson held 26,923 and 30,896 deferred stock units, respectively, at the time of their respective resignation and retirement from the Board.2016.
(3)	We didhave not grantgranted stock options to our non-employee directors in 2014.since 2009. The number of outstanding EIX stock options from grants in prior years held by each non-employee director as of December 31, 20142016 was as follows: Messrs. Schlosberg and Sutton 12,500; Messrs. Freeman and Nogales 10,000; Ms. Chang and Mr. White 7,500 each; and Mses. Stuntz and Tauscher and Mr. Taylor 0 each. Dr. Córdova and Mr. Olson each held 12,500 outstandingeach.The other non-employee directors do not have any EIX stock options at the time of their respective resignation and retirement from the Board.outstanding.
(4)	Amounts reported consist of interest on deferred compensation account balances considered under SEC rules to be at above-market rates and, for Mr. Nogales, a $5,368 increase from January 1, 2014 to December 31, 2014 in the present value of benefits under the Retirement Plan for Directors.rates.
(5)	EIX has a matching gift program that provides assistance to qualified public and private schools by matching dollar-for-dollar gifts of at least $25 up to a prescribed maximum amount per calendar year for the Company’s employees and EIX and SCE directors. The amounts in this column reflect matching gifts made by EIX pursuant to this program in 2016. EIX matches aggregate director contributions of up to $10,000 per calendar year to qualified schools. Under the Director Matching Gift Program, matching amounts for non-cash gifts are determined based on the value of the gift on the date given by the director. For purposes of determining the date on which an eligible (publicly-traded)a gift of publicly-traded stock gift is given, suchthe date will beis based on the date stock ownership transfers to the qualified school.

(6)14	Dr. Córdova resigned from the Board on March 13, 2014.
(7)	Mr. Olson retired from the Board on April 24, 2014.

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Annual Retainer and Meeting Fees

Compensation for non-employee directors during 20142016 included an annual retainer, fees for attending certain meetings, and an annual equity award. Directors were offered the opportunity to receive all of their compensation on a deferred basis under the EIX Director Deferred Compensation Plan. The following table sets forth the currentcash retainers and meeting fees:fees paid to directors in 2016:

Type of Fee			Jan. to Sept. 2016		Oct. to Dec. 2016
Board Retainer Per Quarter			$27,500		$27,500
Additional Board Retainer Per Quarter to:
●	Audit Committee Chair		$5,000		$5,000
●	Compensation Committee Chair		$3,750		$4,375
●	Other Committee Chairs		$3,125		$3,750
●	Lead Director		$6,250		N/A
●	Chair of the EIX Board		N/A		$15,625
Fee Per Meeting:(1)
●	Shareholder/Board/Committee		N/A		N/A
●	Other Business Meeting		$2,000		$2,000

Type of Fee(1)		Dollar Amount
AnnualDirectors are not paid meeting fees for attending shareholder, Board Retainer:		$65,000
Additional Annual Board Retainer to:
Audit Committee Chair		$20,000
Compensation Committee Chair		$15,000
Other Committee Chairs		$10,000
Lead Director		$25,000
Each Board,or Board committee subcommittee,		$2,000
ormeetings. They are paid a $2,000 fee for attending any other business meeting including adjourned
on behalf of the Company as a director, for example, cybersecurity oversight group meetings		(see page 10). No director received more than $6,000 in meeting fees in 2016. Directors only receive one meeting fee for any concurrent meetings attended by the director.

Directors receive only one meeting fee for each Board or Board committee meeting held jointly or consecutively, and for joint meetings of more than one committee. It is the usual practice that meetings of the EIX and SCE Boards and Board committees are held jointly and a single meeting fee is paid for each joint meeting.

All directors are also reimbursed for out-of-pocket expenses incurred for serving as directors and are eligible to participate in the Director Matching Gift Program described above in footnote (5) to the Director Compensation Table above.

Annual Equity Awards

Upon re-electioninitial election or initial electionre-election to the Board, in April 2014, non-employee directors wereare granted an annual equity award of EIX Common Stock (oror deferred stock units as(as explained below) with an aggregate grant date value of $115,000. Non-employee directors who are re-elected to$135,000. Upon initial appointment or re-appointment of a non-employee director as Chair of the EIX Board, in April 2015 will bethe director is granted an additional annual equity award of EIX Common Stock (or deferred stock units) with an aggregate grant date value of $125,000. If a director is initially elected at or after the 2015 Annual Meeting, he or she will be granted an award of EIX deferred stock units with an aggregate grant date value of $125,000 on$62,500. If the grant date of an award for an initial election to the Board or initial appointment as Chair of the EIX Board occurs after the date of election.EIX’s Annual Meeting for that year, then the grant date value of the award is prorated by multiplying it by the following percentage: 75% if the grant date is in the second quarter of the year; 50% if the grant date is in the third quarter of the year; 25% if the grant date is in the fourth quarter of the year.

The number of shares or units granted is determined by dividing the grant date value of the equity award ($115,000135,000, $62,500, or $125,000,a prorated portion thereof, as described above) by the closing price of EIX Common Stock on the grant date of election or re-election and rounding up to the next whole share. Each award is fully vested when granted.

DirectorsThe annual equity award for an initial election to the Board is made in the form of deferred stock units. For re-election awards and the additional equity award for appointment or re-appointment as Chair of the EIX Board, directors have the opportunity to elect in advance to receive their re-election award entirely insuch awards entirelyin EIX Common Stock, entirely in deferred stock units, or in any combination of the two. A deferred stock unit is a contractual right to receive one share of EIX Common Stock. Deferred stock units are credited to the director’s account under the EIX Director DeferredCompensationDeferred Compensation Plan described below. Deferred stock units cannot be voted or sold andsold. They accrue dividend equivalents on the ex-dividend date, if and when dividends are declared on EIX Common Stock, thatStock. The accrued dividend equivalents are converted to additional deferred stock units.

Each director’s equity award in 20142016 was granted under the EIX 2007 Performance Incentive Plan. Directors serving on both Company Boards receive only one award per year.year for election to the Boards. In April 2016, EIX shareholders approved amendments to the EIX 2007 Performance Incentive Plan, including a limit of $500,000 per calendar year on the grant date fair value of awards to each non-employee director. In 2016, each non-employee director received equity awards totaling less than $200,000 in grant date fair value.

EIX Director Deferred Compensation Plan

The EIX Director Deferred Compensation Plan is separated into two different plan documents. The grandfathered plan document applies to deferrals that were earned prior to January 1, 2005, while the 2008 plan document applies to deferrals that were earned on or after January 1, 2005.

Non-employee directors are eligible to defer up to 100% of their annual retainers and meeting fees. Any portion of a director’s annual equity award that he or she elects to receive as deferred stock units is automatically deferred. Amounts deferred (other than deferred stock units) accrue interest until paid to the director at a rate equal to the average monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds over a 60-month period ending November 1 of the prior year or, effective with interest credits beginning in 2015, over a 60-month period ending September 1 of the prior year.

Payment of Grandfathered Plan Benefits

Amounts deferred under the grandfathered plan document (other than deferred stock units) may be deferred until a specified date, retirement, death or discontinuance of service as a director. At the director’s election, any such compensation that is deferred until retirement or death may be paid as a lump sum, in monthly installments over 60, 120, or 180 months, or in a combination of a partial lump sum and installments. Any such deferred compensation is paid as a single lump sum or in three annual installments upon any other discontinuance of service as a director. Directors may elect at the time of deferral to receive payment on a fixed date. Deferred amounts may also be paid in connection with a change in control of EIX or SCE in certain circumstances.

Deferred stock units may be deferred until retirement, death or discontinuance of service as a director, and when payable will be distributed in EIX Common Stock. Payment will be made in a lump sum upon the director’s retirement, unless a request to receive distribution in the form of annual installments over 5, 10, or 15 years was previously approved. Discontinuance of service as a director prior to retirement will result in a lump sum payout of deferred stock units. Upon the director’s death, any remaining deferred stock unit balance will be paid to the director’s beneficiary in a lump sum.

Deferred stock units may also be paid in connection with a change in control of EIX or SCE in certain circumstances.

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Payment of 2008 Plan Benefits

Any amounts deferred under the 2008 plan document (including deferred stock units) may be deferred until a specified date no later than the date the director turns age 75, retirement, death, disability or other separation from service. Directors have sub-accounts for each annual deferral for which the following forms of payment may be elected:

●	Single lump-sum;
●	Two to fifteen annual installments;
●	Monthly installments for 60 to 180 months; or
●	Any combination of the above.

Payments triggered by retirement, death, disability or other separation from service may begin upon the applicable triggering event or a specified number of months and/or years following the applicable triggering event. However, payments may not begin later than the director’s 75^th birthday unless the director is still on the Board. Payments are subject to certain administrative earliest payment date rules, and may be delayed or accelerated in accordance withunder the 2008 plan document if permitted or required under Section 409A of the Internal Revenue Code.

If a director who was eligible to participate in the plan on or beforeby December 31, 2008 dies within ten years of his or her initial eligibility to participate in the plan, the amount of the director’s remaining deferred compensation account balance that will be doubled and paid to his or her beneficiary will be doubled.beneficiary. However, deferred stock units and any amounts attributable to dividend equivalents previously associated with stock options will not be doubled. All amounts payable are treated as obligations of EIX.

Retirement Plan for Directors

Messrs. Nogales and Olson participate in the Retirement Plan for Directors. No new director after 1997 may participate in the plan. Each participating director is generally entitled to quarterly payments, commencing upon his retirement, resignation or death, based on the amount of the annual retainer and regular Board meeting fees in effect at the time of such termination of service unless another payment schedule was elected under Section 409A of the Internal Revenue Code. The annual benefit for Messrs. Nogales and Olson is payable in quarterly installments for a number of years equal to the years of his service as a director prior to 1998. Years of service for benefit determination purposes were frozen at the end of 1997. However, the present value of these frozen benefits can change over time. Mr. Olson commenced receiving his benefit payments under this plan in connection with his retirement from the Board.

Determination of Director Compensation

The Board makes all decisions regarding director compensation. These decisions are typicallynormally made after receiving recommendations from the Compensation Committee. The Compensation Committee typically makes its recommendations after receiving input from its independent compensation consultant and management. The Compensation Committee retained F.W. CookPay Governance LLC (“Pay Governance”) to evaluate and make recommendations regarding director compensation for 2014. Generally, F.W. Cook’s2016. Pay Governance’s assistance included helping the Compensation Committee identify industry trends and norms for director compensation;compensation, reviewing and identifying the appropriate peer group companies;companies, and evaluating relevant director compensation data for these companies. The changes made to director compensation in 2016, including the additional cash retainer and equity award for the Chair of the EIX Board, were based on analysis and recommendations provided by Pay Governance. Management’s input generally focuses on legal, compliance, and administrative issues.

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Information About Our Stock Ownership

Directors, Director Nominees and Executive Officers

The following table shows the number of shares of EIX Common Stock beneficially owned as of February 26, 2015,March 3, 2017, except as otherwise indicated, by each of our directors, director nominees, individualsofficers and former officers named in the EIX and SCE Summary Compensation Tables (“NEOs”), and our current directors and executive officers as a group. None of the persons included in the table beneficially owns any other equity securities of the Company or its subsidiaries. The table includes shares that the individual has a right to acquire through April 27, 2015.May 3, 2017.

Name of Beneficial Owner		Category		Deferred Stock Units(1)		Stock Options		Common Stock Shares(2)		Total Shares Beneficially Owned(3)		Percent of Class(4)		Category		Deferred Stock Units(1)		Stock Options		Common Stock Shares(2)		Total Shares Beneficially Owned(3)		Percent of Class(4)
Jagjeet S. Bindra		Director/Nominee		3,387		—		9,037		12,424		*		Director		3,581		—		8,357		11,938		*
Vanessa C.L. Chang		Director/Nominee		4,333		7,500		113		11,946		*		Director/Nominee		5,410		7,500		113		13,023		*
Theodore F. Craver, Jr.		Director/Nominee		—		3,289,264		252,648		3,541,912		*
Louis Hernandez, Jr.														Director/Nominee		930		—		—		930		*
James T. Morris														Director/Nominee		393		—		—		393		*
Kevin M. Payne														SCE Director/Nominee		—		42,918		6,649		49,567		*
		EIX NEO												EIX/SCE NEO
Bradford M. Freeman		Director		2,258		10,000		55,500		67,758		*
Luis G. Nogales		Director		33,541		10,000		—		43,541		*
Pedro J. Pizarro		SCE Director/Nominee		—		65,879		33,921		99,800		*		Director/Nominee		—		134,411		38,734		173,145		*
		SCE NEO												EIX/SCE NEO
Richard T. Schlosberg, III		Director/Nominee		33,863		12,500		5,000		51,363		*		Director		39,944		—		5,000		44,944		*
Linda G. Stuntz(5)		Director/Nominee		207		—		1,000		1,207		*		Director/Nominee		632		—		1,000		1,632		*
William P. Sullivan		Nominee		—		—		—		—		*		Director/Nominee		—		—		4,214		4,214		*
Thomas C. Sutton		Director		6,612		12,500		69,878		88,990		*
Ellen O. Tauscher		Director/Nominee		2,581		—		1,014		3,595		*		Director/Nominee		4,581		—		217		4,798		*
Peter J. Taylor		Director/Nominee		—		—		—		—		*		Director/Nominee		—		—		1,965		1,965		*
Brett White		Director/Nominee		21,653		7,500		—		29,153		*		Director/Nominee		27,034		7,500		—		34,534		*
W. James Scilacci		EIX NEO		—		613,962		49,238		663,200		*
Robert L. Adler		EIX NEO		—		348,820		37,216		386,036		*
Ronald L. Litzinger		EIX/SCE NEO		—		729,087		57,817		786,904		*		EIX NEO		—		624,920		67,190		690,210		*
Bertrand A. Valdman		EIX NEO		—		203,205		7,241		210,446		*
Adam S. Umanoff														EIX NEO		—		60,790		994		61,784		*
Maria Rigatti		SCE NEO		—		18,386		13,531		31,917		*		EIX/SCE NEO		—		30,567		14,868		45,435		*
Stuart R. Hemphill		SCE NEO		—		64,447		16,218		80,665		*
Linda G. Sullivan(6)		SCE NEO		—		—		7,722		7,722		*
Peter T. Dietrich		SCE NEO		—		132,439		14,870		147,309		*
William M. Petmecky, III														SCE NEO		—		8,029		1,781		9,810		*
Ronald O. Nichols														SCE NEO		—		21,048		3,371		24,419		*
Russell C. Swartz		SCE NEO		—		186,278		16,512		202,790		*		SCE NEO		—		182,236		24,538		206,774		*
Kevin M. Payne		SCE NEO		—		40,192		565		40,757		*
David L. Mead		SCE NEO		—		23,388		1,811		25,199		*
Leslie E. Starck(7)		SCE NEO		—		77,478		8,741		86,219		*
Current EIX Directors and Executive Officers
Peter T. Dietrich(5)														SCE NEO		—		68,594		16,171		84,765		*
Theodore F. Craver, Jr.(6)														EIX NEO		—		2,448,181		287,168		2,735,349		*
W. James Scilacci(7)														EIX NEO		—		391,306		46,301		437,607		*
EIX Directors and Executive Officers													EIX Directors and Executive Officers			82,505		1,075,396		169,259		1,327,160		*
as a Group (20 individuals)
SCE Directors and Executive Officers													SCE Directors and Executive Officers			82,505		505,886		113,671		702,062		*
as a Group (17 individuals)				108,435		4,863,892		540,933		5,513,260		1.69%
Current SCE Directors and Executive Officers
as a Group (17 individuals)				108,435		3,856,885		488,807		4,454,127		1.37%

(1)	The reported number consists only of deferred stock units that could be settled in shares of EIX Common Stock within 60 days at the director’s discretion (for example, by retirement). However, all deferred stock units held by a director count toward the stock ownership requirement for directors. In addition to the deferred stock units reported in this table, Messrs. FreemanTaylor and Taylor held 31,606Morris hold 12,403 and 9,6751,573 fully-vested deferred stock units, as of February 26, 2015, respectively, and Mses. Chang, Stuntz and Tauscher held 17,333, 1,859,hold 21,638, 5,690, and 1,0321,091 fully-vested deferred stock units, as of February 26, 2015, respectively. These additional deferred stock units will also be settled in shares of EIX Common Stock, but in accordance with SEC rules are not included in the table because they cannot be settled in shares of EIX Common Stock within 60 days at the director’s discretion.
(2)	Except as follows, each individual has sole voting and investment power:
	Shared voting and sole investment power: Mr. Scilacci 35,430;Payne 2,184; Ms. Rigatti 5,553; Mr. Adler 4,927;Umanoff 994; Mr. Hemphill 8,556; Mr. Starck 3,595;Nichols 1,779; all EIX directors and executive officers as a group 36,284;16,022; and all SCE directors and executive officers as a group 8,556.9,579.
	Shared voting and shared investment power: Mr. Bindra 9,037;8,357; Ms. Chang 113; Mr. Craver 221,903;Litzinger 61,389; Mr. Sutton 43,355; Mr. Scilacci 634; Mr. Litzinger 50,056; Ms. Sullivan 6,272; Mr. Starck 4,726;Nichols 295; all EIX directors and executive officers as a group 326,517;71,660; and all SCE directors and executive officers as a group 274,408.8,765.
(3)	Includes shares listed in the three columns to the left.
(4)	Each individual beneficially owns less than 1% of the outstanding shares of EIX Common Stock.
(5)	Ms. Stuntz’s beneficial ownership isMr. Dietrich retired as SCE Senior Vice President effective January 20, 2017. His EIX Common Stock shares are reported as of March 2, 2015.January 20, 2017.
(6)	Ms. Sullivan’sMr. Craver retired as EIX Chairman and CEO effective September 30, 2016. His EIX Common Stock Sharesshares are reported as of December 31, 2014.28, 2017.
(7)	Mr. Starck’s Common Stock Shares include 1,173 restricted stock units that will be settled inScilacci retired as EIX Executive Vice President and Chief Financial Officer effective September 30, 2016. His EIX Common Stock on or about April 2, 2015.shares are reported as of December 21, 2016.

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Section 16(a) Beneficial Ownership Reporting ComplianceITEM 1: ELECTION OF DIRECTORS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors and executive officers to file reports regarding their ownership in EIX or SCE equity securities, as applicable to the Director or officer. Based solely on a review of the reports filed and written representations from Directors and executive officers that no other reports were required, we believe that all filing requirements were timely met during 2014, except as follows:

On January 6, 2014, Mr. Sutton, who is retiring at the Annual Meeting, filed a Form 4 with the SEC reporting the conversion of EIX deferred stock units to EIX common stock that occurred on January 1, 2014. Mr. Sutton’s Form 4 was filed one day late due to an administrative error by the Company that incorrectly believed the transaction date was January 2, 2014 rather than January 1, 2014 because January 1 is a holiday.

CertainOther Shareholders

The following are the only shareholders known to beneficially own more than 5% of any class of EIX or SCE voting securities as of December 31, 2014,2016, except as otherwise indicated:

Title of Class of Stock		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
EIX Common Stock		State Street CorporationThe Vanguard Group		28,243,69125,636,237(1)		8.7%7.9%
		100 Vanguard Blvd.
		Malvern, PA 19355
EIX Common Stock		State Street Corporation		25,631,157(2)		7.9%
		One Lincoln Street
		Boston, MA 02111
EIX Common Stock		BlackRock Inc.		22,454,06123,356,460(2)(3)		6.9%7.2%
		55 East 52ndStreet
		New York, NY 1002210055
EIX Common Stock		The Vanguard GroupJPMorgan Chase & Co.		19,405,07816,898,630(3)(4)		5.95%5.1%
		100 Vanguard Blvd.270 Park Ave.
		Malvern, PA 19355New York, NY 10017
SCE Common Stock		Edison International		434,888,104(4)(5)		100%
		2244 Walnut Grove Avenue
		Rosemead, CA 91770

(1)	This information is based on a Schedule 13G filed with the SEC on February 12, 2015.9, 2017. The Vanguard Group reports it has sole voting power over 549,552 shares, shared voting power over 64,792 shares, sole investment power over 25,063,409 shares, and shared investment power over 572,828 shares.
(2)	This information is based on a Schedule 13G filed with the SEC on February 14, 2017. Acting in various fiduciary capacities, State Street reports that it has shared voting and investment power over all shares. This includes 11,266,7658,900,259 shares, or 3.45%2.7% of the class, held by State Street as the 401(k) Plan Trustee. 401(k) Plan shares are voted in accordance with instructions given by participants, whether vested or not. 401(k) Plan shares for which instructions are not received will be voted by the 401(k) Plan trustee in the same proportion to the 401(k) Plan shares voted by other 401(k) Plan shareholders,Shareholders, unless contrary to ERISA.
(2)	This information is based on a Schedule 13G filed with the SEC on January 29, 2015. BlackRock Inc. reports that it has sole voting power over 19,178,790 shares and sole investment power over all shares.
(3)	This information is based on a Schedule 13G filed with the SEC on February 11, 2015. The Vanguard GroupJanuary 24, 2017. BlackRock Inc. reports that it has sole voting power over 595,19520,271,273 shares and sole investment power over all shares.
(4)	This information is based on a Schedule 13G filed with the SEC on January 19, 2017. JPMorgan Chase reports it has sole voting power over 15,311,419 shares, shared voting power over 105,858 shares, sole investment power over 18,878,31316,683,688 shares, and shared investment power over 526,765214,284 shares.
(4)(5)	EIX became the holder of all issued and outstanding shares of SCE Common Stock on July 1, 1988, when it became the holding company of SCE. EIX continues to have sole voting and investment power over these shares.

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ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firmIndependent Auditor retained to audit the Company’s financial statements. The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firmIndependent Auditor for calendar year 2015.2017. The Company is asking shareholders to ratify this appointment.

PwC is an international accounting firm which provides leadership in public utility accounting matters. Representatives of PwC are expected to attend the Annual Meeting to respond to appropriate questions and to make a statement if they wish.

PwC has been retained as the Company’s independent registered public accounting firmIndependent Auditor continuously since 2002. The Audit Committee has adopted restrictions on hiring certain persons formerly associated with PwC into an accounting or financial reporting oversight role to help ensure PwC’s continuing independence.

The Audit Committee meets annually in executive session without PwC present to evaluate the performance of PwC, taking into consideration the quality of PwC’s written reportsaudit services and meetings with the Committee,their performance, including PwC’s industry knowledge from an accounting and tax perspective, PwC’s continued independence and professional skepticism, the Committee’s discussions with management about PwC’s performance, and information available from Public Company Accounting Oversight Board (“PCAOB”) inspection reports, among other things. reports.

The Audit Committee annually considers whethertherewhether the Independent Auditor firm should be a rotation ofreappointed for another year. The lead engagement partner is required to rotate off the independent externalCompany’s audit firm.every five years. The Audit Committee is involved in the selection of PwC’sthe lead engagement partner when mandated rotation is required every five years.partner. In 2015, in connection with the mandated rotation of PwC’s lead engagementleadengagement partner effective beginning with PwC’s audit of the Company’s 2016 financial statements, the Company will interviewinterviewed candidates who meetmet professional, industry and personal criteria, and select theselected finalists. The Audit Committee Chair will participateparticipated in interviews with viable candidatesthe finalists and approveselected the lead engagement partner, in consultation with the Audit Committee.

The Audit Committee considered a number ofseveral factors when determining whether to reappoint PwC as the Company’s independent registered public accounting firm, including the length of time PwC has been engaged, their knowledge of the Company and its personnel, processes, accounting systems and risk profile, the quality of the Audit Committee’s ongoing discussions with PwC, and an assessment of the professional qualifications, utility industry experience and past performance of PwC, its lead engagement partner, and other members of the core engagement team. Independent Auditor, including:

●	The length of time PwC has been engaged;
●	PwC’s knowledge of the Company and its personnel, processes, accounting systems and risk profile;
●	The quality of the Audit Committee’s ongoing discussions with PwC, their independence and professional skepticism; and
●	An assessment of the professional qualifications, utility industry experience and past performance of PwC, its lead engagement partner, and other members of the core engagement team.

The Audit Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditorIndependent Auditor is in the best interests of the Company and its investors.

The Company is not required to submit this appointment to a shareholder vote. Ratification would be advisory only. However, if the shareholders of either EIX or SCE do not ratify the appointment, the appropriate Audit Committee will investigate the reasons for rejection by the shareholders and will reconsider the appointment.

The Board recommends you vote “FOR” Item 2.

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ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting FirmAuditor Fees

The following table sets forth the aggregate fees billed by PwC to EIX (consolidated total including EIX and its subsidiaries) and SCE, respectively, for the fiscal years ended December 31, 20142016 and December 31, 2013, by PwC:2015:

		EIX and Subsidiaries ($000)				SCE ($000)				EIX and Subsidiaries ($000)				SCE ($000)
Type of Fee		2014		2013		2014		2013		2016		2015		2016		2015
Audit Fees(1)		$6,420		$6,312		$5,608		$5,477		$6,511		$6,326		$5,632		$5,488
Audit-Related Fees(2)		120		35		120		35		60		240		60		240
Tax Fees(3)		2,604		1,335		820		702		693		1,402		389		713
All Other Fees(4)		73		5		73		5		96		1,248		96		1,248
TOTAL		$9,217		$7,687		$6,621		$6,219		$7,360		$9,216		$6,177		$7,689

(1)	These represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and internal controls over financial reporting, and reviews of the Company’s quarterly financial statements.
(2)	These represent fees for assurance and related services related to the performance of the audit or review of the financial statements and not reported under “Audit Fees” above.
(3)	These represent fees for tax-related compliance and other tax-related services to support compliance with federal and state tax reporting and payment requirements, including tax return review and review of tax laws, regulations or cases.
(4)	These represent fees for an annual subscriptionconsulting services related to an Internet accounting research serviceSan Onofre Nuclear Generating Station decommissioning and other miscellaneous services.

The Audit Committee annually approves all proposed audit fees in executive session without PwC present, taking into consideration a number ofconsidering several factors, including a breakdown of the services to be provided, proposed staffing and hourly rates, and changes in the Company and industry from the prior year. The audit fees are the culmination of a process which included a comparison of the prior year’s proposed fees to actual fees incurred and fee proposals for known and anticipated 20152016 services in the audit, audit-related, tax and other categories. The Audit Committee’s deliberations consider balancing the design of an audit scope that will achieve a high quality audit with driving efficiencies from both the Company and PwC while compensating PwC fairly.

The Audit Committee is required to pre-approve all audit and permitted non-audit services performed by PwC to ensure that these services will not impair the firm’s independence.

The Committee’s pre-approval responsibilities may beAudit Committee has delegated to one or morethe Committee members,Chair the authority to pre-approve services between Committee meetings, provided that such delegates present any pre-approval decisions are presented to the Committee at its next meeting. The Committee has delegated such pre-approval responsibilities to the Committee Chair. PwC must assure that all audit and non-audit services provided to the Company have been approved by the Audit Committee.

During the fiscal year ended December 31, 2014,2016, all services performed by PwC were pre-approved by the Audit Committee, irrespective of whether the services required pre-approval under the Exchange Act.

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ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The Audit Committee is composed of five non-employeeindependent directors and operates under a charter adopted by the Board, which is posted on our website atwww.edison.com/corpgov.corpgov. The Audit Committee complied with the requirements of its charter in 2016.