Bond Edison Global 3.55% ( US281020AQ02 ) in USD

Issuer Edison Global
Market price 99.775 %  ▲ 
Country  United States
ISIN code  US281020AQ02 ( in USD )
Interest rate 3.55% per year ( payment 2 times a year)
Maturity 15/11/2024 - Bond has expired



Prospectus brochure of the bond Edison International US281020AQ02 in USD 3.55%, expired


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 281020AQ0
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description Edison International is a U.S. utility holding company that generates and distributes electricity and provides natural gas service primarily in California.

The Bond issued by Edison Global ( United States ) , in USD, with the ISIN code US281020AQ02, pays a coupon of 3.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/11/2024

The Bond issued by Edison Global ( United States ) , in USD, with the ISIN code US281020AQ02, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Edison Global ( United States ) , in USD, with the ISIN code US281020AQ02, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B5
424B5 1 d774503d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226381
CALCULATION OF REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
3.125% Senior Notes Due 2022

$299,823,000.

$38,917.03
3.550% Senior Notes Due 2024

$499,320,000.

$64,811.74


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 27, 2018)


Edison International
$300,000,000 3.125% Senior Notes Due 2022
$500,000,000 3.550% Senior Notes Due 2024


We are offering $300,000,000 principal amount of our 3.125% Senior Notes due 2022 (the "2022 Notes"). The 2022 Notes will bear interest at the
rate of 3.125% per year. Interest on the 2022 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2020 (short
first interest period). The notes will mature on November 15, 2022. We may at our option redeem some or all of the 2022 Notes at any time at the
redemption price discussed under the caption "Certain Terms of the Notes--Optional Redemption."
We are also offering $500,000,000 principal amount of our 3.550% Senior Notes due 2024 (the "2024 Notes"). The 2024 Notes will bear interest at
the rate of 3.550% per year. Interest on the 2024 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2020
(short first interest period). The notes will mature on November 15, 2024. We may at our option redeem some or all of the 2024 Notes at any time at the
redemption price discussed under the caption "Certain Terms of the Notes--Optional Redemption." We refer to the 2022 Notes and the 2024 Notes
together in this prospectus as the "notes."
The notes will be unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time
outstanding.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-4.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per 2022
Per 2024


Note

Total

Note

Total

Public offering price

99.941%
$299,823,000
99.864%
$499,320,000
Underwriting discount

0.350%
$
1,050,000
0.600%
$
3,000,000
Proceeds to us before expenses

99.591%
$298,773,000
99.264%
$496,320,000
Interest on the notes will accrue from November 19, 2019.
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
The notes are expected to be delivered in global form through the book-entry delivery system of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about November 19, 2019.


Joint Book-Running Managers

Barclays

Citigroup

SunTrust Robinson Humphrey
Mizuho Securities

SMBC Nikko
Co-Managers

Academy Securities

Blaylock Van, LLC

MFR Securities, Inc.

Penserra Securities LLC
November 14, 2019
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying base
prospectus and in any related free writing prospectus that we prepare or authorize. We have not, and the underwriters have not, authorized
anyone to provide you with any other information, and we and the underwriters take no responsibility for any other information that others may
provide you. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any such free writing prospectus
and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement


Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Edison International
S-3
Risk Factors
S-4
Use of Proceeds
S-6
Certain Terms of the Notes
S-7
Underwriting (Conflict of Interest)
S-12
Legal Matters
S-19
Prospectus

About This Prospectus
1
Forward-Looking Statements
1
Edison International
2
Use of Proceeds
3
Ratio of Earnings to Fixed Charges
3
Description of the Debt Securities
4
Experts
14
Validity of the Securities
14
Where You Can Find More Information
14
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering and certain
other matters about us and our financial condition. The second part, the accompanying base prospectus, provides general information about the debt
securities that we may offer from time to time, some of which may not apply to the notes we are offering hereby. Generally, when we refer to the
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
prospectus, we are referring to both this prospectus supplement and the accompanying base prospectus. If the description of the notes varies between this
prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. References in this
prospectus to "Edison International," "we," "us," and "our" mean Edison International on a stand-alone basis, not consolidated with its subsidiaries.
PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended
or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently, no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents they incorporate by reference contain "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations and projections about future events based on our knowledge of
present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a historical or current fact. In
this prospectus and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends," "plans," "probable," "may," "will,"
"could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to identify forward-
looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated.
Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that otherwise could impact
us and our subsidiaries, include, but are not limited to:

·
the ability of Southern California Edison Company ("SCE") to recover its costs through regulated rates, including costs related to uninsured

wildfire-related and mudslide-related liabilities and costs incurred to prevent future wildfires;

·
our ability to obtain sufficient insurance at a reasonable cost, including insurance relating to SCE's nuclear facilities and wildfire-related

claims, and to recover the costs of such insurance or, in the event liabilities exceed insured amounts, the ability to recover uninsured losses
from customers or other parties;

·
risks associated with California Assembly Bill 1054 ("AB 1054") effectively mitigating the significant risk faced by California investor-owned
utilities related to liability for damages arising from catastrophic wildfires where utility facilities are a substantial cause, including SCE's

ability to maintain a valid safety certification, SCE's ability to recover uninsured wildfire-related costs from the Wildfire Insurance Fund, the
longevity of the Wildfire Insurance Fund, and the CPUC's interpretation of and actions under AB 1054;

S-1
Table of Contents
·
ability of SCE to implement its Wildfire Mitigation Plan, including effectively implementing Public Safety Power Shut-Offs when

appropriate;

·
decisions and other actions by the California Public Utilities Commission ("CPUC"), the Federal Energy Regulatory Commission, the Nuclear
Regulatory Commission and other regulatory authorities, including decisions and actions related to determinations of authorized rates of return

or return on equity, the recoverability of wildfire-related and mudslide-related costs, wildfire mitigation efforts, and delays in regulatory and
legislative actions;


·
our ability to borrow funds and access the bank and capital markets on reasonable terms;


·
actions by credit rating agencies to downgrade our or SCE's credit ratings or to place those ratings on negative watch or outlook;

·
risks associated with the decommissioning of the San Onofre Nuclear Generating Station, including those related to public opposition,

permitting, governmental approvals, on-site storage of spent nuclear fuel, delays, contractual disputes, and cost overruns;

·
extreme weather-related incidents and other natural disasters (including earthquakes and events caused, or exacerbated, by climate change,

such as wildfires), which could cause, among other things, public safety issues, property damage and operational issues;

·
risks associated with cost allocation, resulting in higher rates for utility bundled service customers because of possible customer bypass or

departure for other electricity providers such as Community Choice Aggregators, which are cities, counties, and certain other public agencies
with the authority to generate and/or purchase electricity for their local residents and businesses and other electric service providers;

https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
·
risks inherent in SCE's transmission and distribution infrastructure investment program, including those related to project site identification,
public opposition, environmental mitigation, construction, permitting, power curtailment costs (payments due under power contracts in the

event there is insufficient transmission to enable acceptance of power delivery), changes in the California Independent Systems Operator's
transmission plans, and governmental approvals;

·
risks associated with the operation of transmission and distribution assets and power generating facilities including: public and employee safety

issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency, and output of equipment and facilities, and
availability and cost of spare parts;

·
physical security of our critical assets and personnel and the cybersecurity of our critical information technology systems for grid control, and

business, employee and customer data;

·
our ability to develop competitive businesses, manage new business risks, and recover and earn a return on our investment in newly developed

or acquired businesses;

·
changes in tax laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could affect recorded

deferred tax assets and liabilities and effective tax rate;


·
changes in the fair value of investments and other assets;


·
changes in interest rates and rates of inflation, including escalation rates (which may be adjusted by public utility regulators);

·
governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market structure
rules applicable to each market adopted by the North American Electric Reliability Corporation, Regional Transmission Organizations, and

similar regulatory bodies in adjoining regions, and changes in California's environmental priorities that lessen the importance the state places
on greenhouse gas reduction;

S-2
Table of Contents
·
availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of

counterparties to pay amounts owed in excess of collateral provided in support of their obligations;


·
cost and availability of labor, equipment and materials;


·
potential for penalties or disallowance for non-compliance with applicable laws and regulations; and

·
cost of fuel for generating facilities and related transportation, which could be impacted by, among other things, disruption of natural gas

storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts.
Additional information about risks and uncertainties that could cause results to differ from those currently expected or that otherwise could impact us,
including more detail about the factors described above, is included in our Annual Report on Form 10-K for the year ended December 31, 2018, our
Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed subsequent to that date. Forward-looking statements speak only as of the date
they are made and we are not obligated to publicly update or revise forward-looking statements.
EDISON INTERNATIONAL
Edison International is the parent holding company of Southern California Edison Company, a California public utility. Edison International also
owns or holds interests in companies that are competitive businesses related to the generation or use of electricity. Based in Rosemead, California, Edison
International was incorporated in California in 1987.
The mailing address and telephone number of our principal executive offices are P.O. Box 976, Rosemead, CA 91770 and (626) 302-2222.

S-3
Table of Contents
RISK FACTORS
Your decision whether or not to purchase any of the notes will involve some degree of risk. You should be aware of and carefully consider the
following risk factors and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018 and the Form 10-Q for the
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
quarter ended September 30, 2019 (which are incorporated by reference in this prospectus supplement and the related base prospectus). New risks may
emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. You should also read and
consider all of the other information provided or incorporated by reference in this prospectus supplement and the related base prospectus before deciding
whether or not to purchase any of the notes. See "Forward-Looking Statements" in this prospectus supplement and "Where You Can Find More
Information" in the base prospectus.
You may be unable to sell your notes if a trading market for the notes does not develop.
The notes will be new securities for which there is currently no established trading market, and none may develop. We do not intend to apply for
listing of the notes on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the notes will
depend on the number of holders of the notes, the interest of securities dealers in making a market in the notes, and other factors. Accordingly, we cannot
assure you as to the development or liquidity of any market for the notes. If an active trading market does not develop, the market price and liquidity of the
notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest
rates, the market for similar securities, general economic conditions, our performance and business prospects, and certain other factors.
The notes are our obligations and not obligations of our subsidiaries and will be effectively subordinated to the claims of the subsidiaries'
creditors.
The notes are our obligations exclusively and not obligations of our subsidiaries. Because we are a holding company, our obligations under the notes
will be structurally subordinated to all existing and future liabilities and preferred equity of our subsidiaries. Therefore, our creditors, including holders of
the notes, will not have a direct right to participate in the assets of any subsidiary upon the liquidation or reorganization of the subsidiary. Instead, our
creditors will participate in those assets only to the extent that we receive a distribution from the subsidiary on account of any claim or interest that we have
against or in the subsidiary. At September 30, 2019, our subsidiaries had total consolidated liabilities of approximately $45.2 billion and preferred equity
outstanding with a total liquidation value of approximately $2.2 billion.
We may be unable to meet our ongoing and future financial obligations if our subsidiaries are unable to pay dividends to us.
Our ability to meet our financial obligations is primarily dependent on the earnings and cash flows of our subsidiaries and their ability to pay
dividends, make other distributions or repay funds owed from time to time to us. Prior to funding Edison International, our subsidiaries have financial and
regulatory obligations that must be satisfied, including, among others, debt service and preferred stock dividends. The CPUC also regulates SCE's capital
structure and limits the dividends it may pay to us. In addition, the indenture under which the notes will be issued does not limit our ability, or the ability of
our subsidiaries, to pledge shares of stock as security for other indebtedness.

S-4
Table of Contents
Certain credit rating agencies may downgrade our credit ratings or place those ratings on negative watch or outlook, which may adversely affect
the market price and liquidity, if any, of the notes.
Earlier this year, certain credit rating agencies downgraded our unsecured debt credit ratings. Our credit ratings may be further affected by a variety
of factors including additional wildfires, the ultimate outcome of uncertainties and potential liabilities associated with the Southern California wildfire and
mudslide events that occurred in 2017 and 2018, the successful implementation of new California laws and policies that provide a standard for the
allocation of liability to investor-owned utilities for wildfire-related damages, or the depletion of the newly established wildfire insurance fund by claims
from catastrophic wildfires. Additional negative actions by credit rating agencies may adversely affect the market price and liquidity, if any, of the notes.

S-5
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from the offering of the notes to partially repay a borrowing under our term loan agreement, to repay at maturity
some or all of EIX's outstanding 2.125% Senior Notes Due 2020, and the remainder for general corporate purposes. The term loan borrowing has a
variable interest rate based on the London Interbank Offered Rate plus 90 basis points. Certain lenders under the term loan agreement are affiliates of
certain underwriters of this offering. These lenders will receive a portion of the net proceeds we receive from the offering of the notes based on the amount
of the loans they have extended under the term loan agreement. As a result, any such underwriters or their respective affiliates are expected to receive a
portion of the proceeds of this offering.

S-6
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
Table of Contents
CERTAIN TERMS OF THE NOTES
The notes will be additional series of our debt securities issued under an indenture dated as of September 10, 2010 between Edison International, as
issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
The summary of selected provisions of the notes and the indenture referred to below supplements, and to the extent inconsistent supersedes and
replaces, the description of the general terms and provisions of the debt securities and the indenture contained in the accompanying base prospectus. This
summary is not complete and is qualified by reference to provisions of the notes and the indenture. Forms of the notes and the indenture have been or will
be filed with the Securities and Exchange Commission and you may obtain copies as described under "Where You Can Find More Information" in the
accompanying base prospectus.
Interest Rate and Maturity
The notes will bear interest at the rate of 3.125% per year for the 2022 Notes and 3.550% per year for the 2024 Notes. Interest on the notes will be
payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2020 (short first interest period), to the holders of record
at the close of business on the immediately preceding May 1 and November 1, respectively. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months; provided that the amount of interest payable for any period shorter or longer than a full interest period will be
computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months.
The notes will mature on November 15, 2022 in the case of the 2022 Notes and on November 15, 2024 in the case of the 2024 Notes. The notes are
subject to earlier redemption at our option as described under "--Optional Redemption."
If any interest payment date, redemption date or the maturity date of the notes is not a business day in any place of payment, then payment of the
principal, premium, if any, and interest may be made on the next business day in that place of payment. In that case, no interest will accrue on the amount
payable for the period from and after the applicable interest payment date, redemption date or maturity date, as the case may be. The regular record date for
all payments of interest on the notes will be the first day of the month in which payment is to be made, whether or not such day is a business day.
We will pay interest on, principal of, and any premium on, the notes at stated maturity, upon redemption or otherwise, as described under "--Book-
Entry, Delivery and Form." The notes initially will be issued in book-entry form and represented by global securities deposited with, or on behalf of, The
Depository Trust Company, as Depositary, and registered in the name of Cede & Co., its nominee. This means that you will not be entitled to receive a
certificate for the notes that you purchase except in limited circumstances. If any of the notes are issued in certificated form they will be issued only in
fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.
Ranking
The notes will be our unsecured senior debt obligations and will rank on a parity in right of payment with all of our other unsecured and
unsubordinated indebtedness. The notes are our obligations exclusively, and are not the obligations of any of our subsidiaries. Because we conduct our
operations primarily through our subsidiaries and substantially all of our consolidated assets are held by our subsidiaries, the notes will be effectively
subordinated to all existing and future liabilities (including indebtedness) and preferred equity of our subsidiaries. At September 30, 2019, our subsidiaries
had total consolidated liabilities of approximately $45.2 billion, and preferred equity outstanding with a total liquidation value of approximately
$2.2 billion. See "Description of the Debt Securities--Ranking--Holding Company Structure" in the accompanying base prospectus.

S-7
Table of Contents
Optional Redemption
We will be entitled to redeem the notes at our option as described below. You will not be permitted to require us to redeem or repurchase the notes
at your option.
All or a portion of the 2022 Notes and the 2024 Notes may be redeemed at our option at any time or from time to time. The redemption price for the
notes to be redeemed on any redemption date prior to October 15, 2022 in the case of the 2022 Notes and prior to October 15, 2024 in the case of the 2024
Notes, will be equal to the greater of the following amounts:


·
100% of principal amount; or

·
the sum of the present values of the remaining scheduled payments of principal and interest, assuming for such purpose that the 2022 Notes
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
mature on October 15, 2022 and the 2024 Notes mature on October 15, 2024, on the notes being redeemed on that redemption date (not

including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis at
the Adjusted Treasury Rate (as defined below) plus 25 basis points in the case of the 2022 Notes and plus 30 basis points in the case of the 2024
Notes, as determined by the Independent Investment Banker (as defined below),
plus, in each case, accrued and unpaid interest on the notes to be redeemed to but excluding the redemption date. The redemption price will be calculated
by us on the basis of a 360-day year consisting of twelve 30-day months.
The redemption price for the notes to be redeemed on any redemption date on or after October 15, 2022 in the case of the 2022 Notes or on or after
October 15, 2024 in the case of the 2024 Notes will be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest
thereon to but excluding the redemption date.
Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the notes and
the indenture.
"Adjusted Treasury Rate" means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the date fixed for redemption.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the notes to be redeemed (assuming for such purpose that the 2022 Notes mature
on October 15, 2022 and the 2024 Notes mature on October 15, 2024) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed (assuming
for such purpose that the 2022 Notes mature on October 15, 2022 and the 2024 Notes mature on October 15, 2024).
"Comparable Treasury Price" means, for any date fixed for redemption, the average of the four Reference Treasury Dealer Quotations for the date
fixed for redemption after excluding the highest and lowest such Reference Treasury Dealer Quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us or its successor or, if such firm or its successor, as
applicable, is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by us.

S-8
Table of Contents
"Reference Treasury Dealer" means each of (1) Barclays Capital Inc., Citigroup Global Markets Inc., a Primary Treasury Dealer (as defined herein)
selected by SunTrust Robinson Humphrey, Inc., and any other primary U.S. Government securities dealer in the United States of America (a "Primary
Treasury Dealer") designated by, and not affiliated with, any of the foregoing or their successors, provided, however, that if any of the foregoing, or any of
their designees, ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary
Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third
business day preceding the date fixed for redemption.
We will provide notice of any redemption at least 30 days but not more than 60 days before the redemption date to the registered holders of the notes
to be redeemed. We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed for redemption, of money
sufficient to pay the redemption price. If the paying agent has not received the money by the date fixed for redemption, we will not be required to redeem
the debt securities. See "Description of the Debt Securities--Redemption" in the accompanying base prospectus.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof
called for redemption.
No Sinking Fund
There will be no provisions for any sinking funds for the notes.
Other
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
We may, from time to time, without notice to or the consent of the holders of the notes, increase the principal amount of the notes under the indenture
and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued shall have the same form and terms (other
than the date of issuance, public offering price, and, under certain circumstances, the date from which interest thereon shall begin to accrue and the first
interest payment date), and shall carry the same right to receive accrued and unpaid interest as the notes previously issued, and such additional notes shall
form a single series with the notes offered by this prospectus supplement, provided that such additional notes shall be fungible with the notes offered by
this prospectus supplement for United States federal income tax purposes.
Book-Entry, Delivery, and Form
The notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons. Upon issuance, the
notes will be deposited with The Bank of New York Mellon Trust Company, N.A., as trustee, as custodian for The Depository Trust Company in New
York, New York (which we refer to as "DTC"), and registered in the name of DTC or its nominee.
Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which we refer to as "participants," or
persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect
to interests of persons other than participants).

S-9
Table of Contents
You may elect to hold interests in a global note either in the United States through DTC or outside the United States through Clearstream Banking,
société anonyme ("Clearstream"), or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System ("Euroclear"), if you are a participant
of such system, or indirectly through organizations that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded
on DTC's books as being held by the U.S. depositary for each of Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of
their participants' customers' securities accounts.
So long as DTC, or its nominee, is the registered owner or holder of any of the notes, DTC or that nominee, as the case may be, will be considered
the sole owner or holder of such notes represented by the global note for all purposes under the note indenture and the notes. No beneficial owner of an
interest in a global note will be able to transfer such interest except in accordance with DTC's applicable procedures, in addition to those provided for
under the note indenture.
Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof.
None of the trustee, any paying agent, or we will have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC
or its nominee. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be
governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of
nominees for such customers. Such payments will be the responsibility of such participants.
We expect that transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be
settled in same-day funds. Secondary market trading between Clearstream participants and/or Euroclear system participants will occur in the ordinary way
in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear system, as applicable.
We expect that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account
the DTC interests in a global note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or
participants has or have given such direction.
A global note is exchangeable for definitive notes in registered certificate form if:

·
DTC (i) notifies us that it is unwilling or unable to continue as depositary for the global notes, and we fail to appoint a successor depositary, or

(ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended; or


·
at our option, we notify the trustee in writing that we have elected to cause the issuance of the certificated securities.
In all cases, certificated securities delivered in exchange for any global note or beneficial interests in global notes will be registered in the names,
and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). Certificated
securities may be presented for registration, transfer and exchange at The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois, or the office
or agency designated for such purpose.
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5

S-10
Table of Contents
DTC has advised us that: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization"
within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities
for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others
such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant,
either directly or indirectly, whom we refer to as indirect participants.
Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among participants of DTC,
they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the trustee,
the paying agent, nor we will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
Settlement and Payment
We will make payments in respect of the notes represented by the global notes (including principal, interest and premium, if any) by wire transfer of
immediately available funds to the accounts specified by the global noteholder. We will make all payments of principal, interest and premium with respect
to certificated securities by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by
mailing a check to that holder's registered address. The exchange notes represented by the global notes are expected to trade in DTC's Same Day Funds
Settlement System, and any permitted secondary market trading activity in the notes will, therefore, be required by DTC to be settled in immediately
available funds. We expect that secondary trading in any certificated securities will also be settled in immediately available funds.
Global Clearance and Settlement Procedures
Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream
participants or Euroclear system participants on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear system participants may not
deliver instructions directly to their respective U.S. depositaries.
Because of time-zone differences, credits of notes received in Clearstream or the Euroclear system as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any
transactions in such notes settled during such processing will be reported to the relevant Euroclear system participant or Clearstream participant on such
business day. Cash received in Clearstream or the Euroclear system as a result of sales of the notes by or through a Clearstream participant or a Euroclear
system participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or the
Euroclear system cash account only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among
participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may
be discontinued at any time.

S-11
Table of Contents
UNDERWRITING (CONFLICT OF INTEREST)
Barclays Capital Inc., Citigroup Global Markets Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the underwriters named below (the
"Representatives") and, together with Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as joint book-running managers of the
offering, have entered into an underwriting agreement, dated the date of this prospectus supplement, with Edison International relating to the offer and sale
of the notes. In the underwriting agreement, Edison International has agreed to sell to each underwriter, and each underwriter has severally agreed to
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


424B5
purchase from Edison International, the principal amount of notes set forth opposite its name below:

Principal Amount
Principal Amount
of 2022 Notes to be
of 2024 Notes to be
Underwriter

Purchased

Purchased

Barclays Capital Inc.

$
54,000,000
$
90,000,000
Citigroup Global Markets Inc.

$
54,000,000
$
90,000,000
SunTrust Robinson Humphrey, Inc.

$
54,000,000
$
90,000,000
Mizuho Securities USA LLC

$
54,000,000
$
90,000,000
SMBC Nikko Securities America, Inc.

$
54,000,000
$
90,000,000
Academy Securities, Inc.

$
7,500,000
$
12,500,000
Blaylock Van, LLC

$
7,500,000
$
12,500,000
MFR Securities, Inc.

$
7,500,000
$
12,500,000
Penserra Securities LLC

$
7,500,000
$
12,500,000








Total

$
300,000,000
$
500,000,000








The underwriting agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to approval of
legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the notes if they purchase any of the notes.
The underwriters propose to offer the notes directly to the public at the public offering price set forth on the cover page of this prospectus supplement
and may offer the notes to dealers at the public offering price less a concession not to exceed 0.200% of the principal amount of the 2022 Notes and not to
exceed 0.350% of the principal amount of the 2024 Notes. The underwriters may allow, and dealers may reallow a concession not to exceed 0.125% of the
principal amount of the 2022 Notes and not to exceed 0.250% of the principal amount of the 2024 Notes on sales to other dealers. After the initial offering
of the notes to the public, the underwriters may change the public offering price and concessions.
The following table summarizes the underwriting discounts to be paid by us to the underwriters in connection with this offering:



Paid by us
Per 2022 Note


0.350%
Per 2024 Note


0.600%




Total Underwriting Discount

$4,050,000
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include over-allotment,
syndicate covering transactions, and stabilizing transactions. Over-allotment involves syndicate sales of notes in excess of the principal amount of notes to
be purchased by the underwriter in the offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the notes in
the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of notes made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.

S-12
Table of Contents
The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when
the underwriters, in covering syndicate short positions or making stabilizing purchases, repurchase notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause the price of the
notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these
transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
We estimate that our total expenses for this offering, excluding the underwriting discounts, will be $714,000.
Certain of the underwriters and their affiliates have performed investment banking, commercial banking and advisory services for us and our
affiliates from time to time for which they have received customary fees and expenses. The underwriters and their affiliates may, from time to time,
engage in transactions with and perform services for us and our affiliates in the ordinary course of their business.
We expect delivery of the notes will be made against payment therefor on or about November 19, 2019, which is the third business day after the date
of this prospectus supplement. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this prospectus will
be required, by virtue of the fact that the notes initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to
prevent a failed settlement and should consult their own advisor.
https://www.sec.gov/Archives/edgar/data/827052/000119312519293295/d774503d424b5.htm[11/18/2019 8:27:14 AM]


Document Outline