Form S-3
As filed with the Securities and Exchange Commission on December 13, 2004
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
under
The Securities Act of 1933
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Edison International California 95-4137452
(Exact name of registrant as specified (State or other jurisdiction of (I.R.S. Employer Identification No.)
in its charter) incorporation or organization)
2244 Walnut Grove Avenue
Rosemead, California 91770
626-302-2222
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Kenneth S. Stewart
Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
626-302-6601
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective
date of this registration statement as determined by market conditions.
If the only securities being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, check the following box. ____
If any of the securities being registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. X
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ____
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering.____
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following
box.____
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Proposed Maximum
Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
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Common Stock, no par 13,500,000 shares $31.065(1) $419,377,500(1) $39,359.36(1)(2)
value
Rights to Purchase Series A Junior Participating Cumulative
Preferred Stock, without par value, of Edison
International (3)
(1) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose of calculating the registration
fee, on the basis of the average of the high and low prices of Edison International Common Stock
reported in the consolidated reporting system as of December 7, 2004.
(2) There are carried forward into this registration statement 3,500,000 shares registered under
Registration No. 333-0815. The registration fee was calculated based on the 10,000,000 additional shares
being registered.
(3) The Rights are initially carried and traded with the common stock. The value attributable to the Rights,
if any, is reflected in the value of the common stock.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
Pursuant to rule 429 under the securities act of 1933, the prospectus contained in this registration
statement constitutes a combined prospectus and also relates to 3,500,000 shares previously registered but
remaining unissued under Registration No. 333-0815.
Page
PROSPECTUS
EDISON INTERNATIONAL
Dividend Reinvestment and Direct Stock Purchase Plan
Our Dividend Reinvestment and Direct Stock Purchase Plan (the Plan) provides you an economical and
convenient method of purchasing our Common Stock and reinvesting cash dividends in shares of our Common Stock.
Current holders of record of our Common Stock may purchase additional shares of our Common Stock by reinvesting
all or a portion of their cash dividends or making optional cash investments. Persons who are not already
shareholders may purchase Common Stock through the Plan by paying an enrollment fee of $15 and by making an
initial investment of at least $1,000 or authorizing automatic monthly withdrawals from a bank account of at
least $100 per month for a minimum of ten consecutive months.
The Plan allows you to:
o elect to have cash dividends paid on all or a percentage of your shares automatically
reinvested in additional shares of our Common Stock;
o purchase our Common Stock through cash investments made by check or automatic monthly
withdrawals from a checking or savings account;
o deposit all or a portion of your Common Stock certificates for credit to your Plan account;
o purchase shares for the account of another person;
o transfer shares to the existing account of another participant or to a newly-created account of
a person not participating in the Plan;
o sell shares held in the Plan;
o obtain certificates for shares held in the Plan; and
o execute certain transactions by telephone or online.
The Administrator of the Plan is Wells Fargo Bank, N.A. (the Plan Administrator). Cash dividends and
cash investments will be used to purchase shares of our Common Stock which, at our option, will be either newly
issued by us or purchased by the Plan Administrator on behalf of Plan participants in the open market. To the
extent required by applicable law in certain jurisdictions, shares of Common Stock offered under the Plan to
persons that do not own any shares of our Common Stock at the time are offered through Wells Fargo Investments,
LLC.
Our Common Stock is listed on the New York Stock Exchange under the symbol "EIX." The price of newly
issued shares of Common Stock will be the average of the high and low sale prices of our Common Stock, as
reported on the New York Stock Exchange Composite Tape, on the applicable investment date or, if the New York
Stock Exchange is closed on the investment date, on the next trading day the New York Stock Exchange is open. The
price of shares purchased in the open market will be the weighted average price at which the Plan Administrator
acquires the shares.
This prospectus relates to 13,500,000 shares of our Common Stock registered for purchase under the Plan.
We suggest that you keep this prospectus for future reference.
There are significant risks associated with an investment in our securities. These risks are discussed
in detail in the documents that are incorporated by reference in this prospectus. You should review those
documents for a discussion of matters that investors in our securities should consider.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
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The date of this prospectus is ___________.
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TABLE OF CONTENTS
Page
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Changes to the Plan................................................................................. 2
Summary of the Plan................................................................................. 2
Forward-Looking Statements.......................................................................... 3
About Edison International.......................................................................... 4
Use of Proceeds..................................................................................... 4
Description of the Dividend Reinvestment and Stock Purchase Plan.................................... 4
Purpose........................................................................................... 4
Advantages........................................................................................ 4
Disadvantages..................................................................................... 5
Administration.................................................................................... 5
Eligibility for Participation..................................................................... 6
Account Forms..................................................................................... 6
Enrollment........................................................................................ 7
When to Join the Plan............................................................................. 8
Dividend Reinvestment............................................................................. 8
Optional Cash Investments......................................................................... 8
Changing Your Investment Options.................................................................. 10
Source of Shares Offered.......................................................................... 10
Number of Shares to be Purchased.................................................................. 10
Price of Shares................................................................................... 10
When are Shares Purchased......................................................................... 10
How to Withdraw from the Plan..................................................................... 11
Withdrawal of Shares.............................................................................. 12
Share Transfers and Gifts......................................................................... 12
Sale of Shares.................................................................................... 13
Account Access.................................................................................... 13
Stock Dividends, Splits and Rights Offerings...................................................... 14
Federal Income Tax Consequences................................................................... 14
Foreign Shareholders.............................................................................. 15
Voting of Shares.................................................................................. 15
Safekeeping Services.............................................................................. 15
Fees and Expenses................................................................................. 16
Fee Disclosure Table.............................................................................. 16
Interpretation and Regulation..................................................................... 16
Modification and Discontinuation of Plan.......................................................... 16
Experts............................................................................................. 17
Legal Opinions...................................................................................... 17
Where You Can Find More Information................................................................. 17
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You should rely only on the information contained or incorporated by reference in this prospectus. We
have not authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell nor is
it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus or the documents incorporated by reference in
this prospectus is only accurate as of the date of those documents. Our business, financial condition and results
of operations may have changed since those dates.
-----------
Unless the context otherwise requires, references in this prospectus to the "Company," "we," "us" and
"our" refer to Edison International.
Page 1
CHANGES TO THE PLAN
This prospectus amends and restates our earlier Dividend Reinvestment and Stock Purchase Plan.
Amendments to the Plan include:
o changing the name of the Plan;
o allowing persons who are not already shareholders to purchase Common Stock through the Plan;
o increasing the maximum amount of optional cash investments;
o expanding the dividend reinvestment options to include optional cash investment only;
o changing the optional cash investment timing to weekly from monthly; and
o changing the method of calculating the price of shares for newly issued shares purchased directly from
us.
The amended and restated Plan became effective on the date of this prospectus.
All participants in the old Plan will automatically continue in the amended Plan. In the event you are a
participant in the old Plan and, after reviewing this prospectus, you do not wish to continue participation in
the amended Plan, you should contact the Plan Administrator.
The Plan does not represent a change in our dividend policy, which will continue to depend on future
earnings, financial requirements and other factors. The payment of dividends is at the discretion of our board of
directors, which may change the amount and timing of dividends at any time without notice.
SUMMARY OF THE PLAN
The following summary description of the Plan is qualified by reference to the full text of the Plan
which appears in this prospectus. The references in this summary to questions refer to the numbered questions and
answers contained below in this prospectus under the heading "Description of the Dividend Reinvestment and Direct
Stock Purchase Plan."
Dividend Reinvestment. You may elect to reinvest cash dividends on all, some, or none of your shares of Common
Stock. The Plan Administrator will use the cash dividends, from the shares for which you elect reinvestment, to
purchase shares of Common Stock that will be added to your Plan account (see Question 11). We will pay cash
dividends to you by check or direct deposit on shares for which you do not select reinvestment.
Optional Cash Investments. After enrolling in the Plan, you may purchase shares of our Common Stock through the
Plan in any amount from a minimum of $25 per investment to a maximum of $20,000 per month. You may make optional
cash investments by authorizing automatic monthly withdrawals from your bank account or by sending a check to the
Plan Administrator at any time (see Question 12).
Initial Investment. If you are not already a shareholder of record, you may purchase Common Stock in the Plan for
an enrollment fee of $15 and by making an initial investment of at least $1,000 or authorizing automatic monthly
withdrawals from your bank account of at least $100 for a minimum of ten consecutive months (see Questions 8 and
12).
Enrollment. To enroll in the Plan, you must complete and sign an account authorization form and return it to the
Plan Administrator or establish online access and enroll over the internet (see Question 7). You will be charged
a $15 enrollment fee.
Price of Shares Purchased Under the Plan. The price of shares of Common Stock purchased under the Plan will
depend on whether the shares are purchased directly from us or on the open market. If the shares are purchased on
the open market, the price will be the weighted average price at which the Plan Administrator acquires the shares
plus a brokerage commission and other fees. If the shares are purchased directly from us, the price of the shares
will be the
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average of the high and low sale prices for all trades of our Common Stock on the New York Stock Exchange on the
applicable investment date (see Question 16).
Frequency of Purchases for Dividend Reinvestment. The Plan Administrator expects to reinvest cash dividends on
the applicable dividend payment date or, if the dividend payment date is not a trading day, the next trading day
following the dividend payment date (see Question 17).
Frequency of Purchases for Optional Cash Investments. The Plan Administrator expects to invest initial and
optional cash investments on Thursday of each week or, if Thursday is not a trading day, the next trading day
following Thursday (see Question 17).
Certificate Issuance. You may receive stock certificates for any whole shares held in your Plan account without
charge at any time upon request (see Question 19).
Share Transfers and Gifts. You may transfer shares from your Plan account to another person or purchase shares
for others as a gift (see Questions 20 and 21).
Selling Shares. You may request the Plan Administrator to sell some or all of the shares held in your Plan
account. You will be charged certain transaction costs such as a service fee and broker's commission (see
Questions 22 and 23).
Safekeeping. You may deposit Common Stock certificates with the Plan Administrator for safekeeping (see Question
31).
FORWARD-LOOKING STATEMENTS
This prospectus and the additional information described under the heading "Where You Can Find More
Information" may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and
assumptions of our management, relying on information currently available to our management. When we use words
such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "should," or similar expressions,
we are making forward-looking statements. Forward-looking statements include the information concerning possible
or assumed future results of operations set forth under the headings "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" or similar headings in our Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q, as well as information in our Current Reports on Form 8-K, incorporated by
reference into this prospectus.
Forward-looking statements are not guarantees of performance. Our future results and shareholder value
may differ materially from those expressed in these forward-looking statements. Many of the factors that will
determine these results and value are beyond our ability to control or predict. These statements are necessarily
based upon various assumptions involving judgments about the future including, among others, our ability to
achieve revenue growth, national, international, regional and local economic, competitive and regulatory
conditions and developments, technological developments, capital market conditions, inflation rates, interest
rates, energy markets, weather conditions, regulatory and legal decisions, the pace of deregulation of retail
electricity, the timing and extent of changes in commodity prices for oil, natural gas and electricity, the
timing and success of business development efforts, new or increased environmental liabilities, and other
uncertainties. We caution you not to put undue reliance on any forward-looking statements. For those statements,
we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
You should also consider any other factors contained in this prospectus, including the information
incorporated by reference into this prospectus.
Page 3
ABOUT EDISON INTERNATIONAL
Edison International was incorporated on April 20, 1987, under the laws of the State of California
for the purpose of becoming the parent holding company of Southern California Edison Company, a California public
utility corporation, and of other subsidiaries engaged in nonutility businesses. Southern California Edison
Company comprises the largest portion of the assets and revenue of Edison International. The principal nonutility
companies are: Edison Mission Energy, which is engaged in owning or leasing and operating electric power
generation facilities and in energy trading and price risk management activities; Mission Energy Holding Company,
which holds the common stock of Edison Mission Energy; and Edison Capital, which has investments in energy and
infrastructure projects worldwide and in affordable housing projects located throughout the United States. Edison
International is engaged in the business of holding, for investment, the common stock of its subsidiaries.
The principal executive office of Edison International is located at 2244 Walnut Grove Avenue,
Rosemead, California 91770, and the telephone number is (626) 302-2222.
USE OF PROCEEDS
We will receive no proceeds from open market purchases of our Common Stock by the Plan Administrator for
participants under the Plan. We will receive proceeds from the sale by us of newly issued shares of our Common
Stock to the Plan Administrator for participants under the Plan. However, we have no basis for estimating either
the number of shares or prices of newly issued Common Stock that we may sell pursuant to the Plan. We expect to
use any net proceeds for general corporate purposes.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
The following question and answer statements constitute the full provisions of the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with an economical and convenient method of
automatically investing all or a portion of their cash dividends and making optional cash investments to purchase
shares of our Common Stock. When we direct the Plan Administrator to purchase Common Stock directly from us, the
Plan provides us with a cost-efficient way to raise additional capital.
Advantages
2. What are some of the advantages of participating in the Plan?
o You have an economical and convenient method of automatically investing all or a portion of
your cash dividends and making optional cash investments to purchase shares of our Common
Stock.
o You may deposit all of your certificates of Common Stock with the Plan Administrator for
safekeeping and credit to your Plan account.
o The price of shares of newly issued Common Stock purchased with reinvested dividends or
optional cash payments will be 100 percent of the average market price, determined as set forth
in the answer to Question 16.
o You pay no commission when shares are purchased under the Plan.
Page 4
o Full investment of funds is possible under the Plan because the Plan permits fractions of
shares, as well as full shares, to be credited to your account.
o Since the Plan Administrator holds shares in your account in book-entry form, you will avoid
the cost and risk associated with the storage, loss, theft or destruction of stock
certificates. You may receive stock certificates without charge at any time, upon request.
o Regular statements of account provide simplified record keeping.
o You may execute certain transactions over the telephone or online.
Disadvantages
3. What are some of the disadvantages of participating in the Plan?
o You will not be able to precisely time your purchases through the Plan and will bear the market
risk associated with the fluctuations in the price of the Common Stock pending the investment
of funds under the Plan (see Question 17).
o You will not be able to precisely time your sales of shares through the Plan and will bear the
market risk associated with the fluctuations in the price of the Common Stock pending the sale
of shares under the Plan (see Question 22).
o You will not earn interest on funds held by the Plan Administrator pending their investment
(see Question 17).
o You may not pledge the shares credited to your Plan account until you withdraw the shares from
the Plan.
o Plan accounts are not insured by the Securities Investor Protection Corporation, the Federal
Deposit Insurance Corporation or any other entity.
Administration
4. Who administers the Plan?
The Plan Administrator, Wells Fargo Bank, N.A., administers the Plan. The Plan Administrator is
responsible for enrolling new participants in the Plan, reinvesting dividends, processing optional cash
investments, processing share sale requests, depositing and safekeeping Plan shares, processing requests for
certificates, and issuing account statements. You may obtain information about the Plan, the Plan Administrator
or your Plan account by contacting the Plan Administrator online, by telephone or in writing.
The Plan Administrator is also responsible for purchasing and selling shares of Common Stock for
participants' Plan accounts, including the selection of the broker/dealer through which Plan purchases and sales
are made. We have no control over the times or prices at which the Plan Administrator effects transactions in the
open market or the selection of the broker/dealer used by the Plan Administrator to effect open market
transactions.
If Wells Fargo Bank, N.A. ceases to serve as Plan Administrator, we will designate its successor.
Page 5
General Shareowner Information
Plan Requests should be mailed to:
Wells Fargo Shareowner Services
PO Box 64856
St. Paul, MN 55164-0856
Certified/Overnight Mail:
Wells Fargo Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139
General Information:
Fax: 1-651-450-4085
Tel: 1-800-347-8625
Tel: 1-651-450-4064 (outside the United States)
An automated voice response system is available 24 hours a day, 7 days a week. Customer Service
Representatives are available from 7:00 a.m. to 7:00 p.m., Central Time, Monday through Friday.
Internet addresses:
General Inquiries: www.wellsfargo.com/shareownerservices
Account Information: www.shareowneronline.com
When communicating with the Plan Administrator about an existing account, you should provide your
account number and a daytime telephone number. Please be sure to refer to "Edison International."
Eligibility for Participation
5. Who is eligible to participate in the Plan?
Any interested investor, whether or not an existing shareholder of record of our Common Stock, is
eligible to participate in the Plan.
Under certain circumstances, the acquisition of shares through the Plan and any sale of shares by
directors and executive officers of Edison International, or by immediate family members or trusts of such
directors and officers, may be subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules of the Securities and Exchange Commission. Such persons should consult with their own legal advisors
concerning potential liabilities and reporting obligations under Section 16.
Regulations in certain countries may limit or prohibit participation in the Plan. Accordingly, persons
residing outside the United States who wish to participate in the Plan should first determine whether they are
subject to any governmental regulation prohibiting their participation.
Account Forms
6. What forms do I use to enroll in the Plan, request transactions or make changes to my Plan account?
You should obtain the proper form as described below and return it to the Plan Administrator. You may
obtain these account forms by contacting the Plan Administrator by telephone, or downloading the forms online
(see Question 4).
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Account Authorization Form. An account authorization form is used to enroll in the Plan, change your address of
record, select or change a dividend reinvestment option and, if you choose, to authorize, change or terminate
your automatic monthly withdrawals or authorize automated account access.
Transaction Request Form. A transaction request form is used to establish, change or terminate automatic monthly
withdrawals, make optional cash investments, sell Plan shares, deposit share certificates, request certificates
for Plan shares or terminate participation in the Plan. A transaction request form is attached to each account
statement mailed to participants.
You may conduct certain transactions by telephone or online without using these account forms (see
Questions 24 and 25).
Enrollment
7. How do I enroll in the Plan?
You may enroll in the Plan online or by completing an account authorization form and returning it to the
Plan Administrator.
Online. You may enroll online at www.shareowneronline.com. At the time of establishing online account access, you
will be required to provide certain information such as: your social security and shareholder account numbers,
company name (Edison International) and your email address in order to complete the enrollment process. After
establishing online account access, you will be able to view your account and conduct certain transactions online
(see Questions 25 and 26).
Mail. You may also enroll by completing an account authorization form and returning it to the Plan Administrator
at the address set forth in Question 4. You may obtain an account authorization form at any time by going online
or by contacting the Plan Administrator at the address or telephone number stated in Question 4.
In addition to the enrollment procedures described above, interested investors who are not already
shareholders of record must make an initial investment as set forth in Question 8.
8. Are there any additional enrollment requirements for investors that are not already shareholders?
If you are not already a shareholder of record, you must also pay an enrollment fee of $15 and make an
initial investment of at least $1,000 or authorize automatic monthly withdrawals from your bank account of at
least $100 for a minimum of ten consecutive months.
9. How do I participate if my shares are held for me in the name of my bank or broker?
Beneficial owners whose shares are registered in names other than their own (for example, in the name of
a broker, bank nominee or trustee) may participate in the Plan by one of the following three ways.
o Beneficial owners may participate by having at least one of their shares registered in their
own names.
o Beneficial owners may make arrangements for participation with the broker or fiduciary
institution in whose name the stock is registered without having to transfer any shares into
their own names, if the broker or fiduciary institution agrees to provide such a service. In
this case, it is the broker or fiduciary institution that becomes a participant in the Plan.
o Beneficial owners may enroll in the Plan by completing an account authorization form and making
the initial investment that is required for investors who are not already shareholders and
paying an enrollment fee of $15 (see Question 8).
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When to Join the Plan
10. When may I join the Plan?
You may join the Plan at any time. If you are a shareholder of record and have elected to have your cash
dividends reinvested and the account authorization form is received by the Plan Administrator before the record
date for the payment of a dividend, then the dividend will be used to purchase additional shares of Common Stock
for you. If the account authorization form is received after the record date for a dividend, the reinvestment of
dividends will not start until payment of the next dividend. Dividend payment dates for Common Stock dividends
will generally be January 31, April 30, July 31 and October 31. Subject to our board of directors' determination,
record dates will usually be the last business day of the month preceding the month of payment.
Dividend Reinvestment
11. How does dividend reinvestment work?
You will need to select one of three dividend reinvestment options offered through the Plan when you
enroll. Your selection will apply to shares held in your Plan account and shares registered in your name. You may
change your selection at any time by following the instructions in Question 13.
Your three dividend reinvestment options are as follows:
o Full Dividend Reinvestment. You may elect to automatically reinvest in shares of Common Stock
the cash dividends paid on all shares then or subsequently held in physical certificate form
registered in your name and all shares then or subsequently held in your Plan account,
including fractional shares and shares purchased under the Plan.
o Partial Dividend Reinvestment. You may elect to automatically reinvest the cash dividends on a
percentage from 10 percent to 90 percent, in increments of 10 percent, of the total number of
shares then or subsequently held in physical certificate form registered in your name and then
or subsequently held in your Plan account. The Plan Administrator will reinvest the cash
dividends paid on the specified percentage in shares of Common Stock.
o Optional Cash Investments Only. You may elect optional cash investments only. This means you
will continue to receive, by check or direct deposit, cash dividends paid on shares then or
subsequently held in physical certificate form registered in your name and held in your Plan
account.
Regardless of your choice of dividend reinvestment option, you may make optional cash investments at any
time.
Optional Cash Investments
12. How do I make optional cash investments?
You may make optional cash investments by authorizing automatic monthly withdrawals from your designated
United States bank account or by sending a check in U.S. funds payable to Shareowner Services at any time. You
may vary your optional cash investments from a minimum of $25 per transaction up to a maximum of $20,000 per
month. If you are not already a shareholder of record, there is an enrollment fee of $15 and your initial
investment must be at least $1,000 or you must authorize automatic monthly withdrawals from your designated bank
account of at least $100 for a minimum of ten consecutive months.
Check. When making optional cash investments by check, you must include a completed transaction request form. A
transaction request form is attached to your account statement. You may also obtain a transaction request form by
contacting the Plan Administrator (see Question 4).
Page 8
You should make your checks payable to Shareowner Services, include your account number on your check
and refer to Edison International. You should mail your check directly to the Plan Administrator at the address
set forth in Question 4. The Plan Administrator will make every effort to process your investment for the next
investment date, provided that it receives the funds no later than one business day prior to an investment date.
Otherwise, the Plan Administrator will hold cash investments for investment on the next investment date (see
Question 17). Do not mail checks to Edison International.
Your check must be in U.S. dollars and drawn on a United States bank. If you live outside the United
States, you should contact your bank to verify they may provide you with a check that clears through a United
States bank and may print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to
accept checks through a non-United States bank. Please do not send cash.
You may obtain a refund of any cash investment upon request received by the Plan Administrator on or
before the second business day prior to the date on which it is to be invested. However, the Plan Administrator
will not make any refunds until it has actually collected the funds from any check.
If any optional cash contribution, including payments by check or automatic withdrawal, is returned for
any reason, the Plan Administrator will remove from the participant's account any shares purchased upon prior
credit of such funds, and will sell those shares. The Plan Administrator may sell other shares in the account to
recover a $25 returned funds fee for each optional cash contribution returned unpaid for any reason and may sell
additional shares as necessary to cover any market loss incurred by the Plan Administrator.
Automatic Electronic Funds Transfer. In addition to making optional cash investments by check, you may authorize
automatic monthly withdrawals from a designated United States bank account. With automatic monthly withdrawals,
your bank account is debited five business days before the investment date. The investment date for funds
received from automatic monthly withdrawals is the third Thursday of each month or, if the third Thursday is not
a trading day, the next trading day following the third Thursday of each month. If the investment day is in a
week in which a cash dividend is paid, the investment day will be the dividend payment date or, if the dividend
payment date is not a trading day, the next trading day following the dividend payment date.
You will not receive any confirmation of the transfer of funds other than as reflected in your monthly
Plan account statement and in your bank statement.
To authorize automatic monthly withdrawals from your designated United States bank account, new
investors may go online or complete and sign the appropriate section of the account authorization form and return
it to the Plan Administrator together with a voided blank check or deposit slip for the account from which funds
are to be transferred. Current participants may go online to authorize monthly automatic withdrawals. Your
automatic funds transfers will begin as soon as practicable after the Plan Administrator receives your request.
You may stop the automatic cash withdrawal and investment service by going online, by telephone if you
have automated account access, or by writing to the Plan Administrator at the address shown in this prospectus
(see Question 4).
Participants may change the designated account for automatic deduction by going online or by written
instructions to the Plan Administrator. To be effective with respect to a particular investment date, your change
or termination request must be received by the Plan Administrator at least 15 business days before the investment
date.
Page 9
Changing Your Investment Options
13. May I change my investment options under the Plan?
You may change your investment options at any time by contacting the Plan Administrator by telephone if
you have automated account access, making the request online or completing and returning an account authorization
form (see Questions 24 and 25 regarding telephone and online transactions).
Source of Shares Offered
14. What is the source of shares purchased under the Plan?
The Plan Administrator may acquire shares for participants under the Plan through:
o purchases of newly issued shares of Common Stock from us, at our discretion,
o purchase of shares of our Common Stock on the open market, or
o a combination of the foregoing.
Number of Shares to be Purchased
15. How many shares will be purchased for me?
The number of shares of Common Stock purchased for you will depend on the amount of cash dividends being
reinvested, if any, the amount of your optional cash investments, if any, and the purchase price per share for
the applicable purchase date. Income tax withholding may be deducted from your cash dividend if you fail to give
the Plan Administrator your social security number or if you are a foreign shareholder (see Question 29). Both
whole and fractional shares will be purchased, with the latter computed to three decimal places. Shares
purchased, including fractional shares, will be credited to your Plan account.
Price of Shares
16. What will be the price of shares of Common Stock purchased under the Plan?
For shares of Common Stock purchased on the open market, the price of the shares will be the weighted
average price at which the Plan Administrator acquires the shares. We will pay to the Plan Administrator
brokerage commissions and other fees for shares purchased in the open market.
If we elect to sell newly issued shares of Common Stock to the Plan Administrator, the price of the
shares will be 100 percent of the average of the high and low sale prices of our Common Stock on the New York
Stock Exchange--Composite Transactions on the applicable investment date or, if the New York Stock Exchange is
closed on the investment date, on the next trading day the New York Stock Exchange is open.
When are Shares Purchased?
17. When are shares purchased under the Plan?
The timing of purchases under the Plan depends on whether the Plan Administrator is reinvesting
dividends or investing initial and optional cash investments.
Dividend Reinvestment. The Plan Administrator expects to reinvest cash dividends on the applicable dividend
payment date or, if the dividend payment date is not a trading day, the next trading day following the dividend
payment date.
Page 10
Initial and Optional Cash Investments. The Plan Administrator expects to invest initial and optional cash
investments on (a) Thursday of each week or, if Thursday is not a trading day, the next trading day following
Thursday or (b) in any week in which a cash dividend is paid, the dividend payment date or, if the dividend
payment date is not a trading day, the next trading day following the dividend payment date.
Although the Plan Administrator expects to complete all purchases on the dividend payment date or
investment date, it will make all purchases within five business days of the dividend payment date or investment
date, subject to any waiting periods required under applicable laws or stock exchange regulations.
The Plan Administrator will not be liable for any claim arising out of failure to purchase stock on a
certain date or at a specific price. You bear this risk by participating in the Plan. You will not earn interest
on funds held by the Plan Administrator pending their investment in Common Stock.
How to Withdraw from the Plan
18. When and how can I withdraw from the Plan?
You may terminate your participation in the Plan at any time by submitting the appropriate information
on the transaction request form attached to your account statement or by submitting a written request, which
includes your account number and references "Edison International" to the Plan Administrator. Your written
request for termination should be signed by the authorized signers as their names appear on their account
statement. You may also terminate your participation in the Plan by telephone if you have automated account
access (see Question 24).
If your request to terminate from the Plan is received on or after a dividend record date, but before
the dividend payment date, your termination will be processed as soon as practicable, and a separate dividend
check will be mailed to you. Future dividends will be paid in cash, unless you rejoin the Plan. Your written
request for termination should be signed by the authorized signers as their names appear on their account
statement.
The Plan Administrator must receive requests to terminate automatic monthly withdrawals from a bank
account at least 15 business days prior to the scheduled investment date to ensure your request is effective as
to the next optional cash investment.
Upon termination of your participation in the Plan, the Plan Administrator will send you a statement
representing the number of whole shares in your Plan account and a check, less any applicable brokerage
commissions and service fees, for your fractional share interest. In order to receive a stock certificate, you
must specifically request that a certificate be issued and sent to you. If you request, the Plan Administrator
will sell some or all Plan shares on your behalf. After the settlement of the sale, the Plan Administrator will
send you a check, less the applicable brokerage commissions and service fees, and a certificate representing any
whole shares not sold. In every case, the participant's interest in a fractional share will be settled in cash at
the current market price.
If you are submitting a request to sell all or part of your Plan shares and requesting net proceeds to
be automatically deposited to a bank checking or savings account, you must provide a voided blank check for a
checking account or blank savings deposit slip for a savings account. If you are unable to provide a voided check
or deposit slip, your written request must have your signature medallion guaranteed by an eligible financial
institution for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required
documentation will not be honored and a check for the net proceeds will be issued.
Page 11
Withdrawal of Shares
19. May I withdraw shares from my Plan account?
If you wish to remain in the Plan but withdraw full shares, you may do so at any time
by returning the transaction request form attached to your account statement to the Plan Administrator or by
contacting the Plan Administrator by telephone (see Question 24). Any remaining whole or fractional shares will
remain in your Plan account. Your shares will be issued to you in book-entry form, unless you specifically
request a stock certificate. A direct registration statement will be delivered to you reflecting any
transactions processed in your account.
Withdrawal of your entire share balance from the Plan will be considered a termination. However, you may
elect to re-enroll at any time by submitting a completed Account Authorization Form to the Plan Administrator.
Share Transfers and Gifts
20. May I transfer Plan shares to another person?
You may transfer Plan shares to another person, subject to compliance with any applicable laws. To do
this, you must complete and sign a stock power and return the completed executed stock power to the Plan
Administrator. Your signature on the stock power must be medallion guaranteed by an eligible financial
institution. You may obtain a stock power online or by contacting the Plan Administrator by telephone.
To transfer shares to an existing account of a participant, you should provide the participant's name
and account number on the stock power. If the recipient is not already a participant in the Plan, you may
instruct the Plan Administrator to open an account for the recipient. You may do this by submitting an account
authorization form and choosing a dividend reinvestment option for the recipient. You may also instruct the Plan
Administrator to issue a share certificate in the recipient's name.
The Plan Administrator will use the following guidelines to execute share transfers when specific
instructions are not provided on the stock power form:
o When transferring shares to a Plan participant, the Plan Administrator will transfer the shares
to the participant's existing account.
o When transferring shares to a current shareholder not participating in the Plan, the Plan
Administrator will issue a certificate in the shareholder's name.
o When transferring shares to a person who is not a current shareholder, the Plan Administrator
will automatically open an account for the person and enroll them in the Plan. The Plan
Administrator will select the "full dividend reinvestment" option for this account. The
shareholder may change this dividend reinvestment option at any time (see Question 13).
21. May I purchase shares for others?
You may purchase shares of Common Stock for others by making cash investments on their behalf. If the
recipient is not already a participant in the Plan, you must have them complete an account authorization form and
return the completed form to the Plan Administrator together with a $15 enrollment fee and either an initial
investment of at least $1,000 or authorization for automatic monthly withdrawals of at least $100 for a minimum
of ten consecutive months. If the participant is already a participant in the Plan, you may submit a check of at
least $25 with the recipient's account number and name on it.
Page 12
Sale of Shares
22. How may I sell shares in my Plan account?
You may request at any time that the Plan Administrator sell some or all of the shares held in your Plan
account by completing a transaction request form or submitting a written request, which includes your account
number and references "Edison International" to the Plan Administrator.
If the current market value of the shares requested to be sold is $25,000 or less, and you have
previously authorized automated account access, you may sell Plan shares by contacting the Plan Administrator by
telephone or requesting the sale online (see Questions 24 and 25). This limitation is set to help protect against
unauthorized sales. In addition, the Plan Administrator, for any reason at its sole discretion and at any time,
has the right to decline to process a telephone or online sale request and in its place require written
submission of the sales request.
The Plan Administrator will make every effort to process your sale order on the next trading day
following receipt of your properly completed request, provided that instructions are received before 5:00 p.m.
Central Time. Sale requests involving multiple transactions may experience a delay. The Plan Administrator will
not be liable for any claim arising out of failure to sell stock on a certain date or at a specific price. You
bear the risk by participating in the Plan.
The Plan Administrator will mail the proceeds from the sale of the shares, less applicable brokerage
commissions and service fees, to you after settlement of the sale. You may choose to receive the proceeds from
the sale by check payable to the name or names in which your Plan account is registered or to have the proceeds
deposited directly into your United States bank account.
23. Will I incur any expenses in connection with the sale of shares under the Plan?
The Plan Administrator charges a service fee of $10 per transaction and a broker commission of $0.035
per share sold. The Plan Administrator deducts these fees directly from the sale check or direct bank deposit.
Account Access
24. May I execute transactions by telephone?
In order to conduct transactions by telephone, you will need to authorize automated access for your
account and select a personal identification number for security purposes. Investors who do not currently
participate in the Plan must use the account authorization form to establish automated access. Current
participants may establish automated access by completing the appropriate section of the account authorization
form. You may obtain these forms from the Plan Administrator (see Question 4). After you have authorized
automated access, you will be able to:
o Change your dividend reinvestment option;
o Change the dollar amount or terminate automatic monthly withdrawals from your bank account;
o Request a certificate for all or a portion of your whole Plan shares, if the current market
value of the shares to be issued is $50,000 or less; and
o Sell all or a portion of your Plan shares, if the current market value of shares to be sold is
$25,000 or less and you have a United States bank account.
25. May I view my account information and execute transactions online?
The Plan Administrator maintains an internet web site at www.shareowneronline.com that allows you to
view your account balance, stock values, dividend information, reinvestment details and other helpful
information. You may use online access to:
Page 13
o Enroll in the Plan;
o Change your dividend reinvestment option;
o Authorize, change or terminate automatic monthly withdrawals from your bank account;
o Sell all or a portion of your Plan shares, if the current market value of the shares to be sold
is $25,000 or less, you have an United States bank account and, for joint accounts, you have
previously authorized automated account access; and
o Update your personal information.
26. How do I establish online access?
To establish online access go to www.shareowneronline.com and follow the instructions provided.
Participation in the Plan through the Plan Administrator's online service is voluntary.
Stock Dividends, Splits and Rights Offerings
27. What happens if Edison International issues a stock dividend, declares a stock split, or has a rights
offering?
If we have a stock dividend or a stock split, the Plan Administrator will credit your Plan account on
the payable date with the number of shares of Common Stock distributable with respect to the Plan shares that you
own as of the record date.
If you send a notice of termination or a request to sell to the Plan Administrator between the record
date and the payable date for a stock distribution, the Plan Administrator will not process the request until the
stock distribution is credited to your Plan account.
In a rights offering, your entitlement will be based on your total holdings, including those credited to
your Plan account. Rights applicable to shares credited to your Plan account, however, will be sold by the Plan
Administrator. The proceeds will be credited to your Plan account and applied as an optional cash payment to
purchase Common Stock on the next investment date. You may request, in writing, the Plan Administrator to issue a
certificate for whole shares of Common Stock credited to your Plan account prior to the record date for any
rights offering, in which case you would receive the rights.
Federal Income Tax Consequences
28. What are the Federal income tax consequences of participating in the Plan?
You have the same federal income tax obligations with respect to your dividends as do holders of Common
Stock who are not participating in the Plan. This means that cash dividends reinvested pursuant to the Plan will
be taxable as having been received even though you do not actually receive them in cash.
As a general rule, the tax basis for shares or fractions of a share credited to you under the Plan will
be equal to the amount paid for the shares. The holding period for shares credited to you under the Plan
commences the day following the credit of the shares to your account.
You will not realize any taxable income when you receive certificates for whole shares credited to your
account under the Plan (for example, when you withdraw from the Plan or for other reasons request certificates),
but you will realize gain or loss upon the sale by you or the sale by the Plan Administrator of any share or
fraction of a share held in your account, in an amount equal to the difference between the amount received for
the shares sold and your tax basis in
Page 14
those shares. Shares acquired through the reinvestment of dividends during the period January 1, 1982 through
December 31, 1985, may be "Qualified Shares" under the Economic Recovery Tax of 1981.
The foregoing description is only a summary of certain federal income tax consequences of participation
in the Plan and does not purport to be a complete description of the federal income tax consequences you might
experience. The description may be affected by future legislation, Internal Revenue Service rulings and
regulations, or court decisions. You are advised to consult with your own tax advisor as to the application of
the foregoing summary of federal income tax consequences to your own tax situation.
Foreign Shareholders
29. What provision is made for foreign shareholders whose dividends are subject to income tax withholding?
In the case of those foreign shareholders whose dividends are subject to United States income tax
withholding, an amount equal to the dividends, less the amount of tax required to be withheld, will be applied to
the purchase of shares of Common Stock. The statement confirming purchases made for foreign participants will
indicate the net dividend payment reinvested.
Optional cash payments received from foreign shareholders in the form of a check must be in United
States dollars and drawn on a United States bank and will be invested in the same manner as payments from other
participants.
Voting of Shares
30. How will shares held in my Plan account be voted at meetings of shareholders?
For each meeting of shareholders, you will receive proxy materials that allow you to vote your Plan
shares by proxy. If you do not return the proxy or return it unsigned, none of your shares will be voted unless
you vote in person. Fractional shares may not be voted.
Safekeeping Services
31. May I deposit certificated shares in my account?
You may deposit Common Stock certificates in your possession with the Plan Administrator for
safekeeping. Deposited shares represented by Common Stock certificates will be credited to your Plan account.
Thereafter, the shares will be treated in the same manner as shares purchased through the Plan.
You are responsible for maintaining your own records of the cost basis of certificated shares deposited
with the Plan Administrator.
To use this service, you must send your certificates to the Plan Administrator, accompanied by the
transaction request form attached to your account statement. You should not endorse the certificates or complete
the assignment section on the back of the certificates.
Because you bear the risk of loss when sending stock certificates through the mail, we recommend that
you send them registered and insured for at least 2 percent of the current market value of the shares represented
by the certificates.
32. May my shares remain on deposit if my participation in the Plan is discontinued?
No. Upon withdrawal from the Plan, you must elect to receive your Plan shares either in certificated
form, uncertificated form held in a direct registration account or in cash (see Question 18).
Page 15
Fees and Expenses
33. Will I incur any fees or expenses participating in the Plan?
You will pay no fees or expenses when purchasing newly issued shares either with reinvested dividends or
optional cash payments. We will pay to the Plan Administrator brokerage commissions and other fees for shares
purchased in the open market. If you terminate participation in the Plan and elect to have the Plan Administrator
sell shares, you will pay a transaction charge plus brokerage commissions (see Question 23).
Fee Disclosure Table
Certificate Deposit............................................ Company-paid
Certificate Issuance........................................... Company-paid
Enrollment Fee................................................. $15, Participant-paid
Investment Fees
via optional cash investment................................... Company-paid
via dividend reinvestment...................................... Company-paid
purchase commission............................................ Company-paid
Sales Fees..................................................... Participant-paid
service fee.................................................... $10 per transaction
sales commission............................................... $0.035 per share
Fee for Returned Checks or Rejected Automatic Bank Withdrawals.
$25 per item
Prior Year Duplicate Statements................................ $15 per year
Interpretation and Regulation
34. Who interprets and regulates the Plan?
We reserve the right to interpret and regulate the Plan as we deem desirable or necessary. We and the
Plan Administrator will not be liable for any act done in good faith or for any omission in good faith to act,
including, without limitation, any claim of liability arising out of failure to terminate a participant's account
upon the participant's death prior to receipt of written notice of the death, the prices at which shares are
purchased or sold for a participant's account, the times when purchases or sales are made, check clearing, or
fluctuations in the market value of our Common Stock.
We and the Plan Administrator cannot assure you of profits, or protect you against losses, on the shares
purchased under the Plan.
You should be aware and are cautioned that neither the Plan nor this prospectus provides you with any
guarantee regarding the frequency or amount of future dividends, which will continue to depend upon our future
earnings, financial requirements and other factors, and the judgment of our board of directors.
Modification and Discontinuation of Plan
35. May the Plan be modified or discontinued?
We reserve the right to suspend, modify or terminate the Plan at any time. Notification of any
suspension, material modification or termination of the Plan will be sent to all affected participants in the
Plan.
The Plan Administrator may terminate your participation in the Plan if you do not own at least one full
share in your name or hold at least one full share through the Plan.
Page 16
EXPERTS
The financial statements for the years ended December 31, 2003 and December 31, 2002, incorporated in
this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2003, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
The financial statements and the related financial statement schedules of Southern California Edison for
the year ended December 31, 2001 have been audited by Arthur Andersen LLP, independent accountants, as stated in
their report dated March 25, 2002. Arthur Andersen has not consented to the incorporation by reference of their
report in this prospectus, and we have dispensed with the requirement to file Arthur Andersen's consent in
reliance on Rule 437a under the Securities Act. Because Arthur Andersen has not consented to the inclusion of
their report in this prospectus, your ability to assert claims against Arthur Andersen LLP may be limited.
LEGAL OPINIONS
The validity of the Common Stock offered by this prospectus has been passed upon for us by Kenneth S.
Stewart, Assistant General Counsel of Edison International. Mr. Stewart is a salaried employee of Edison
International and shares in the benefits available to employees. As of November 30, 2004, Mr. Stewart's direct
or indirect interest in shares of our Common Stock was 72,234 shares. These shares include those beneficially
owned through an employee stock savings plan and the Plan, and options and deferred stock units awarded under an
executive incentive plan.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file reports, proxy statements and other information with the Securities and Exchange Commission. You
may read and copy these reports and proxy statements and other information at the Public Reference Room
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain further information on the operation of the Securities and Exchange Commission's Public Reference Room by
calling them at 1-800-SEC-0330.
The Securities and Exchange Commission also maintains an Internet web site that contains reports, proxy
statements and other information about issuers, such as Edison International, that file electronically with the
Securities and Exchange Commission. The address of that web site is http://www.sec.gov.
You may also review reports, proxy statements and other information about Edison International at our
offices at 2244 Walnut Grove Avenue, Rosemead, California 91770. You may view and obtain copies of some of those
reports and other information on our web site at http://www.edison.com.
This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission. You may obtain the full registration statement from the Securities and Exchange Commission or us, as
indicated below. We filed forms or copies of our articles of incorporation and other documents establishing the
terms of the Common Stock as exhibits to the registration statement. Statements in this prospectus about these
documents are summaries. You should refer to the actual documents for a more complete description of the relevant
matters.
Page 17
Incorporation by Reference
The rules of the Securities and Exchange Commission allow us to "incorporate by reference" into this
prospectus, which means we may disclose important information to you by referring you to another document filed
separately with the Securities and Exchange Commission. The information incorporated by reference is considered
to be part of this prospectus, and later information we file with the Securities and Exchange Commission will
automatically update and supersede the earlier information. This prospectus incorporates by reference the
documents listed below that we have previously filed or may file in the future with the Securities and Exchange
Commission. These documents contain important information about Edison International.
o Our Annual Report on Form 10-K for the year ended December 31, 2003.
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2004.
o Our Current Reports on Form 8-K filed March 2, May 21, July 14, July 20, August 2, August 13, October 4,
and October 21, 2004.
o The "Description of Registrant's Securities to be Registered" on page 2 of our Registration Statement on
Form 8-A filed November 22, 1996 and the "Description of Registrant's Securities to be
Registered" on pages 4-5 of the Registration Statement on Form 8-B filed by SCEcorp (the former
name of Edison International) on May 20, 1988.
o All additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this prospectus and the end of the offering
of the securities described in this prospectus. Those documents include Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements mailed to
our shareholders.
Upon request, we will provide a copy of any of these filings without charge to each person to whom a
copy of this prospectus has been delivered. You may request a copy of these filings by writing or calling us at:
Edison International
2244 Walnut Grove Avenue
P.O. Box 999
Rosemead, California 91770
Attention: Corporate Governance
Telephone (626) 302-2662
Fax (626) 302-2610
Page 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts and commissions.
1. Securities and Exchange Commission Registration Fee..................................... $39,359.36
2. Printing, Engraving and Freight Expenses................................................ 15,000.00
3. Accounting Fees and Expenses............................................................ 25,000.00
4. Miscellaneous........................................................................... 10,000.00
-----------
Total............................................................................. $94,359.36
=========
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by
reason of the fact that he or she is or was a director, officer, employee or other agent of such corporation or
is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise. Section 317 also grants authority to a corporation to include in its articles of
incorporation indemnification provisions in excess of that permitted in Section 317, subject to certain
limitations.
Article Sixth of the Restated Articles of Incorporation of Edison International authorizes Edison
International to provide indemnification of directors, officers, employees, and other agents through bylaw
provisions, agreements with agents, votes of shareholders or disinterested directors, or otherwise, in excess of
the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California Corporations Code.
Article VI of the Amended Bylaws of Edison International contains provisions implementing the authority
granted in Article Sixth of the Restated Articles of Incorporation. The Amended Bylaws provide for the
indemnification of any director or officer of Edison International, or any person acting at the request of Edison
International as a director, officer, employee or agent of another corporation or other enterprise, for any
threatened, pending or completed action, suit or proceeding to the fullest extent permissible under California
law and the Restated Articles of Incorporation of Edison International, subject to the terms of any agreement
between Edison International and such a person; provided that, no such person shall be indemnified: (i) except to
the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which the
director or officer is paid pursuant to any directors' or officers' liability insurance policy maintained by
Edison International; (ii) on account of any suit in which judgment is rendered for an accounting of profits made
from the purchase or sale of securities of Edison International pursuant to Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(iii) if a court of competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts
or omissions involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions
that the director or officer believes to be contrary to the best interests of Edison International or its
shareholders, or that involve the absence of good faith; (vi) for any transaction from which the director or
officer derived an improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the
director's or officer's duty to Edison International or its shareholders in circumstances in which the director
or officer was aware, or should have been aware, in the ordinary course of performing his or her duties, of a
risk of serious injury to Edison International; (viii) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's or officer's duties to Edison International or its
shareholders; (ix) for costs, charges, expenses, liabilities and losses arising under Section 310 or 316 of the
California Corporations Code; or (x) as to circumstances in which indemnity is expressly prohibited by Section
317 of the California Corporations Code. The exclusions set forth in clauses (iv) through (ix) above shall apply
only to indemnification with regard to any action brought by or in the right of Edison International for breach
of duty to Edison International or its shareholders. The Amended Bylaws of Edison International also
Page II-1
provide that Edison International shall indemnify any director or officer in connection with (a) a proceeding (or
part thereof) initiated by him or her only if such proceeding (or part thereof) was authorized by the Board of
Directors of Edison International or (b) a proceeding (or part thereof) other than a proceeding by or in the name
of Edison International to procure a judgment in its favor, only if any settlement of such a proceeding is
approved in writing by Edison International. Indemnification shall cover all costs, charges, expenses,
liabilities and losses, including attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts
paid or to be paid in settlement, reasonably incurred or suffered by the director or officer.
Edison International has directors' and officers' liability insurance policies in force insuring
directors and officers of Edison International and its subsidiaries. Edison International has also entered into
written agreements with each of its directors incorporating the indemnification provisions of its Amended Bylaws.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934
Page II-2
that is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5) To (i) use its best efforts to distribute prior to the opening of bids, to prospective
bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of Section 10(a) of the Securities Act of 1933, and relating to any securities
offered at competitive bidding, as contained in the registration statement, together with any
supplements thereto, and (ii) file an amendment to the registration statement reflecting the results of
bidding, the terms of the reoffering and related matters to the extent required by the applicable form,
not later than the first use, authorized by the registrant after the opening of bids, of a prospectus
relating to any securities offered at competitive bidding, unless no further public offering of such
securities by the registrant and no reoffering of such securities by the purchasers is proposed to be
made.
(6) To file an application for the purpose of determining the eligibility of the trustees to act
under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust
Indenture Act of 1939.
(7) That, for purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(8) That, for the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 15
above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer, or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrants will, unless in the opinion of their counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
Page II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Edison International certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rosemead, State of California on the 13th day of December, 2004.
EDISON INTERNATIONAL
By /s/ Kenneth S. Stewart
-----------------------------------
Kenneth S. Stewart
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
John E. Bryson* Chairman of the Board, President and
Chief Executive Officer December 13, 2004
Principal Financial Officer:
Theodore F. Craver, Jr.* Executive Vice President, December 13, 2004
Chief Financial Officer
and Treasurer
Controller or Principal Accounting Officer:
Thomas M. Noonan* Vice President and December 13, 2004
Controller
Majority of Board of Directors:
John E. Bryson* Director December 13, 2004
France A. Cordova* Director December 13, 2004
Bradford M. Freeman* Director December 13, 2004
Bruce Karatz* Director December 13, 2004
Luis G. Nogales* Director December 13, 2004
Ronald L. Olson* Director December 13, 2004
James M. Rosser* Director December 13, 2004
Richard T. Schlosberg, III* Director December 13, 2004
Robert H. Smith * Director December 13, 2004
Thomas C. Sutton * Director December 13, 2004
*By /s/ Kenneth S. Stewart
-----------------------------------------------
(Kenneth S. Stewart, Attorney-in-Fact)
Page II-4
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Restated Articles of Incorporation of Edison International dated May 9, 1996 (File
No. 1-9936, Form 10-K for the year ended December 31, 1998)*
3.2 Certificate of Determination of Series A Junior Participating Cumulative Preferred
Stock of Edison International dated November 21, 1996 (File No. 1-9936, Form 8-A
filed November 22, 1996)*
3.3 Amended Bylaws of Edison International, effective May 20, 2004 (File No. 1-9936,
Form 8-K dated May 20, 2004)*
5 Opinion of Kenneth S. Stewart
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Kenneth S. Stewart (included in Exhibit 5)
24.1 Power of Attorney as to Edison International
24.2 Certified Copy of Resolution of Board of Directors Authorizing Signature
------------------
* Incorporated by reference pursuant to Rule 411.
Page II-5