Obbligazione Edison Global 2.125% ( US281020AK32 ) in USD

Emittente Edison Global
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US281020AK32 ( in USD )
Tasso d'interesse 2.125% per anno ( pagato 2 volte l'anno)
Scadenza 15/04/2020 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Edison International US281020AK32 in USD 2.125%, scaduta


Importo minimo 1 000 USD
Importo totale 400 000 000 USD
Cusip 281020AK3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Edison International č una societā energetica statunitense che fornisce elettricitā e gas naturale a milioni di clienti in California e nel sud della California.

The Obbligazione issued by Edison Global ( United States ) , in USD, with the ISIN code US281020AK32, pays a coupon of 2.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/04/2020







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424B5 1 d363490d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-206993
CALCULATION OF REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
2.125% Senior Notes Due 2020

$399,764,000

$46,332.65

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 17, 2015)
$400,000,000

Edison International
2.125% Senior Notes Due 2020


The notes will bear interest at the rate of 2.125% per year. Interest on the notes is payable semi-annually on April 15 and October 15 of each
year, beginning on October 15, 2017. The notes will mature on April 15, 2020. We may at our option redeem some or all of the notes at any time
at the redemption price discussed under the caption "Certain Terms of the Notes--Optional Redemption."
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" 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 Note

Total

Public offering price

99.941%
$399,764,000
Underwriting discount

0.350%
$
1,400,000
Proceeds to us before expenses

99.591%
$398,364,000
Interest on the notes will accrue from March 29, 2017.
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The notes are expected to be delivered in global form through the book-entry delivery system of The Depository Trust Company on or about
March 29, 2017.


Joint Book-Running Managers

Barclays

Wells Fargo Securities


Co-Managers

BNP PARIBAS

PNC Capital Markets
March 22, 2017
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
Ratio of Earnings to Fixed Charges
S-3
Risk Factors
S-4
Use of Proceeds
S-5
Certain Terms of the Notes
S-6
Underwriting
S-11
Legal Matters
S-13

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
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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 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.
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, 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 in a timely manner from customers through regulated

rates, including costs relating to the San Onofre Nuclear Generating Station ("San Onofre") and proposed spending on grid
modernization;

·
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 determinations of authorized rate of return or return on

equity, approval of proposed spending on grid modernization, outcome of San Onofre CPUC proceedings, and delays in regulatory
actions;


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

·
risks associated with cost allocation, including the potential movement of costs to certain customers, caused by the ability of cities,
counties and certain other public agencies to generate and/or purchase electricity for their local residents and businesses, along with

other possible customer bypass or departure due to increased adoption of distributed energy resources or technological advancements in
the generation, storage, transmission, distribution and use of electricity, and supported by public policy, government regulations and
incentives;

·
risks inherent in the construction of 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) and governmental
approvals;

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

failure, availability, efficiency and output of equipment and availability and cost of spare parts;

S-1
Table of Contents
·
risks associated with the decommissioning of San Onofre, including those related to public opposition, permitting, governmental

approvals, and cost overruns;

·
physical security of our critical assets and personnel and the cyber security of our critical information technology systems for grid

control, and business and customer data;

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

developed or acquired businesses;

·
cost and availability of electricity, including the ability to procure sufficient resources to meet expected customer needs in the event of

power plant outages or significant counterparty defaults under power-purchase agreements;

·
environmental laws and regulations, both at the state and federal levels, or changes in the application of those laws, that could require

additional expenditures or otherwise affect the cost and manner of doing business;

·
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 rates;


·
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;

·
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;

·
our ability to obtain sufficient insurance, including insurance relating to SCE's nuclear facilities and wildfire-related liability, and to

recover the costs of such insurance or in the absence of insurance the ability to recover uninsured losses;


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

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

gas storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts;


·
disruption of natural gas supply due to unavailability of storage facilities, which could lead to electricity service interruptions; and


·
weather conditions and natural disasters.
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, 2016 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.

S-2
Table of Contents
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.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of Edison International's consolidated earnings to fixed charges for each year in the five-year period
ended December 31, 2016:



Year Ended December 31,



2012
2013
2014
2015
2016
Ratio of Earning to Fixed Charges
4.16 3.03 4.26 3.61 3.57

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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, 2016 (which is
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 a new series of 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 December 31, 2016, our subsidiaries had total consolidated liabilities of
approximately $36 billion and preferred equity outstanding with a total liquidation value of approximately $2.2 billion. SCE expects to issue
$700 million of first and refunding mortgage bonds in March 2017.
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
USE OF PROCEEDS
We intend to use the net proceeds from the offering of the notes to repay commercial paper borrowings and/or for general corporate
purposes. The current weighted average interest rate of our commercial paper borrowings is 1.02%.

S-5
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CERTAIN TERMS OF THE NOTES
The notes will be a 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 2.125% per year. Interest on the notes will be payable semi-annually in arrears on April 15 and
October 15 of each year, beginning on October 15, 2017, to the holders of record at the close of business on the immediately preceding April 1
and October 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 April 15, 2020. 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 December 31,
2016, our subsidiaries had total consolidated liabilities of approximately $36 billion, and preferred equity outstanding with a total liquidation value
of approximately $2.2 billion. SCE expects to issue $700 million of first and refunding mortgage bonds in March 2017. See "Description of the
Debt Securities--Ranking--Holding Company Structure" in the accompanying base prospectus.

S-6
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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 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 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 on the notes being redeemed on that
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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 10 basis points, 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.
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 to stated maturity of the bonds to be redeemed 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 bonds to be redeemed.
"Comparable Treasury Price" means, for any date fixed for redemption, the average of the Reference Treasury Dealer Quotations for the date
fixed for redemption, or if only one Reference Treasury Dealer quotation is received, such quotation.
"Independent Investment Banker" means Barclays Capital Inc. 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.
"Reference Treasury Dealer" means (1) Barclays Capital Inc., Wells Fargo Securities, LLC, 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

S-7
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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
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
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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).
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.

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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.
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.
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
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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.
Same Day 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

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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.

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Table of Contents
UNDERWRITING
Barclays Capital Inc. and Wells Fargo Securities, LLC (together, the "Representatives"), as representatives of the underwriters named below,
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 purchase from Edison International, the principal amount of notes set forth opposite its name below:

Principal Amount
of Notes to be
Underwriter

Purchased

Barclays Capital Inc.

$
180,000,000
Wells Fargo Securities, LLC.


180,000,000
BNP Paribas Securities Corp


20,000,000
PNC Capital Markets LLC


20,000,000




Total

$
400,000,000




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
notes. The underwriters may allow, and dealers may reallow a concession not to exceed 0.125% of the principal amount of the 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.
In connection with this offering, we will pay an underwriting discount to the underwriters of 0.350% of the principal amount of the notes.
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
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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.
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 discount, will be $500,000.
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.

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Table of Contents
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers, and such investment and securities activities may involve our securities and instruments or
those of our affiliates. The underwriters and their respective affiliates may also make investment recommendations or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long
or short positions in such securities and instruments.
We expect delivery of the notes will be made against payment therefor on or about March 29, 2017, which is the fifth business day after the
date of this prospectus. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three 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 or the next succeeding business day will be required, by virtue of the fact that the notes initially will not settle in T+3, to specify an
alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute
to payments the underwriters may be required to make because of any of those liabilities.
Selling Restrictions
Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in
National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult
with a legal advisor.
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