EIX 8-K on Items 1.01, 5.02 and 9.01
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2005
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-2222
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Page
This current report includes forward-looking statements. These forward looking statements are based on
current expectations and projections about future events based on knowledge of facts as of the date of this
current report and assumptions about future events. These forward-looking statements are subject to various
risks and uncertainties that may be outside the control of Edison International. Edison International has no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
As reported in Edison International's Current Report on Form 8-K filed December 22, 2004, the Edison
International Compensation and Executive Personnel Committee (the "CEP") approved target annual incentives and
goals for 2005 for executive officers under the Edison International Executive Incentive Compensation Plan (the
"Plan") on December 16, 2004. Under the Plan, annual incentive compensation is determined on the basis of
company, organizational and individual performance relative to corporate goals. At its meeting on May 19, 2005,
the CEP revised the Plan goals in place for 2005 based on updates to general corporate goals approved by the
Board of Directors. A copy of the revised goals for 2005 is attached hereto as Exhibit 99.1. Such information
is incorporated herein by reference.
On May 19, 2005, the Board of Directors of Edison International adjusted director compensation as
described in the Edison International Director Compensation Schedule, as adopted May 19, 2005, and adopted terms
and conditions governing the 2005 Director Nonqualified Stock Options. The compensation schedule and the terms
and conditions are attached hereto as Exhibits 99.2 and 99.3, respectively. Such information is incorporated
herein by reference.
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On May 19, 2005, the Board of Directors of Edison International elected Linda G. Sullivan to serve as
Vice President and Controller of Edison International, effective at the open of business June 1, 2005. She will
replace Thomas M. Noonan, currently Vice President and Controller of Edison International and Vice President,
Chief Financial Officer and Controller of Southern California Edison Company ("SCE"), who will become Senior Vice
President and Chief Financial Officer of SCE, an Edison International subsidiary which is an investor owned
utility company. Mrs. Sullivan was also elected by the Board of Directors of SCE to serve as Vice President and
Controller of SCE, effective at the open of business June 1, 2005. Mrs. Sullivan is 41 years of age and has
served as Assistant Controller of Edison International since May 2002, and Assistant Controller of SCE since
March 2005. Since 1991, Mrs. Sullivan has worked for Edison International in a variety of progressive management
positions including responsibilities in accounting, finance, business planning and budgeting, external financial
reporting, and regulatory and Sarbanes-Oxley compliance. She served as a manager in the Controllers department
of Edison International from September 1999 until she began serving as Assistant Controller. Mrs. Sullivan also
acted as Controller of Edison Select, an Edison International indirect subsidiary engaged in the business of
offering retail products and services, from September 1999 through August 2001. Edison Select was sold in August
2001.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
See the Exhibit Index below.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
EDISON INTERNATIONAL
(Registrant)
/s/ THOMAS M. NOONAN
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THOMAS M. NOONAN
Vice President and Controller
Date: May 25, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 2005 performance goals for the Edison International Executive Incentive
Compensation Plan, as adopted May 19, 2005.
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99.2 Edison International Director Compensation Schedule, as adopted May 19, 2005.
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99.3 Edison International Director Nonqualified Stock Options 2005 Terms and Conditions.
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