8-K

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): December 16, 2012

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 976)

Rosemead, California 91770

(Address of principal executive offices, including zip code)

626-302-2222

(Registrant's telephone number, including area code)

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))

This current report and its exhibits include forward-looking statements. 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 due to new information, future events, or otherwise. This current report should be read with Edison International's Annual Report on Form 10-K for the year ended December 31, 2011 and subsequent Quarterly Reports on Form 10-Q.

Item 1.01 Entry into a Material Definitive Agreement

See Item 2.01 below, which is incorporated by reference herein.

Item  2.01 Completion of Acquisition or Disposition of Assets

On December 17, 2012 (the “Petition Date”), Edison Mission Energy (“EME”), an indirect, wholly-owned subsidiary of Edison International, and certain of its wholly-owned subsidiaries (the “Debtor Entities”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”). The Debtor Entities will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The employees of Edison International who were serving on the EME Board of Directors immediately prior to the filing of the petitions have resigned as EME directors.

Edison International has determined that, as a result of the bankruptcy filing and beginning on the Petition Date, EME and the other Debtor Entities will be deconsolidated from Edison International's financial statements. Edison International expects to impair its investment in EME and the other Debtor Entities to its estimated fair value of zero. Edison International expects to record an after tax charge of approximately $1.5 billion during the fourth quarter as a result of the deconsolidation of EME, recognition of losses previously deferred in accumulated other comprehensive income, estimated assumed liabilities under the support agreement described below and related items. Edison International also expects to account for EME as a discontinued operation in its 2012 financial statements. In connection with the deconsolidation of EME and the other Debtor Entities, Edison International is filing herewith certain pro forma financial information, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

EME, Edison International and certain of EME's senior unsecured noteholders have entered into a Transaction Support Agreement dated December 16, 2012 (the “Support Agreement”), in which each party agrees to support Bankruptcy Court approval of certain transactions. Pursuant to the Support Agreement:

• Within 150 days following the Petition Date, EME will seek authority from the Bankruptcy Court to enter into a settlement transaction with Edison International and certain of EME's senior unsecured noteholders (the “Settlement Transaction”).

• Under the Settlement Transaction, certain claims between Edison International, EME and the noteholders who have signed the Support Agreement will be released in accordance with the terms of the Support Agreement.

• The parties will seek approval by the Bankruptcy Court within 210 days following the Petition Date of the release described above and if the Bankruptcy Court does not grant approval within that period, the Support Agreement is subject to termination.

• Edison International and EME will continue to provide ongoing shared services to each other in the ordinary course, consistent with the same terms and conditions on which those services have been provided in the past.

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• Upon court approval of the Settlement Transaction and the release contained therein, the tax allocation agreements with respect to EME will be extended through the earlier of the effective date of a plan of reorganization or December 31, 2014.

• Edison International will cease to own EME when EME emerges from bankruptcy pursuant to a plan of reorganization.

• Upon effectiveness of EME's plan of reorganization, Edison International will assume certain of EME’s employee retirement related liabilities of approximately $200 million, which is the estimated unfunded benefit obligation as of December 31, 2014.

• Prior to consummation of the Settlement Transaction and release contained therein, EME may terminate the Support Agreement and consider any alternative transaction in accordance with its fiduciary duties.

The foregoing summary of the Support Agreement, including the exhibits attached thereto, is qualified in its entirety by reference to the complete text of the Support Agreement, including the exhibits attached thereto, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by EME on December 17, 2012, and which is incorporated by reference herein.

Item  9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

Unaudited Pro Forma Consolidated Financial Information is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

(d) Exhibits

2.1 Support Agreement, dated December 16, 2012, by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein.*

_________________

* Filed as an exhibit to the Form 8-K filed by EME on December 17, 2012 and incorporated by

reference herein.

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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/ Mark C. Clarke

Mark C. Clarke

Vice President and Controller

Date: December 17, 2012

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Support Agreement, dated December 16, 2012, by and among Edison Mission Energy, Edison International and the Consenting Noteholders identified therein.*
99.1	Unaudited Pro Forma Consolidated Financial Information.

_________________

* Filed as an exhibit to the Form 8-K filed by Edison Mission Energy on December 17, 2012 and incorporated by reference herein.

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EX-99.1

Exhibit 99.1

EDISON INTERNATIONAL

The following Unaudited Pro Forma Consolidated Financial Statements of Edison International and its consolidated subsidiaries are included herein:

• Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2012

• Unaudited Pro Forma Consolidated Statement of Income for the nine months ended September 30, 2012

• Unaudited Pro Forma Consolidated Statement of Income for the year ended December 31, 2011

• Notes to the Unaudited Pro Forma Consolidated Financial Statements

The Unaudited Pro Forma Consolidated Financial Statements and the related Notes presented reflect the deconsolidation of Edison Mission Energy and its subsidiaries and affiliates ("EME") as a result of voluntary filings by EME and certain of its wholly-owned subsidiaries on December 17, 2012 (the “Petition Date”) for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division. Edison International has determined that as a result of the bankruptcy filing and beginning on the Petition Date, that it will no longer consolidate EME for financial reporting purposes. The Unaudited Pro Forma Consolidated Financial Statements have been prepared by applying pro forma adjustments to the amounts previously reported in the Consolidated Financial Statements included in Edison International's Annual Report on Form 10-K for the year ended December 31, 2011 and Unaudited Consolidated Financial Statements included in Edison International's Quarterly Report on Form 10-Q for the period ended September 30, 2012. The Unaudited Pro Forma Consolidated Statements of Income for the nine months ended September 30, 2012 and the year ended December 31, 2011 reflect the deconsolidation of EME, assuming the bankruptcy filing had occurred as of the beginning of the respective calendar year. The Unaudited Pro Forma Consolidated Balance Sheet reflects the deconsolidation of EME, assuming the bankruptcy filing had occurred on September 30, 2012. The pro forma adjustments, as described in the Notes to the Unaudited Pro Forma Consolidated Financial Statements, are based on currently available information.

The Unaudited Pro Forma Consolidated Financial Statements reflect the reclassification of EME from a consolidated entity together with subsidiaries and affiliates to an investment accounted for on the cost method as a result of filing for relief under Chapter 11 of the United States Bankruptcy Code. For purposes of the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2012, the investment in EME is reflected at a fair value of zero. The Unaudited Pro Forma Consolidated Financial Statements are presented for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the bankruptcy filing occurred on, or as of, the dates indicated, nor are they necessarily indicative of future operating results or financial position.

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Exhibit 99.1

Unaudited Pro Forma Consolidated Balance Sheet						Edison International
(in millions, unaudited)	September 30, 2012 (a)		Less: Deconsolidation of EME (b)			Pro Forma Adjustments			Pro Forma
ASSETS
Cash and cash equivalents	$	1,080	$	698		$	—		$	382
Receivables, less allowances for uncollectible accounts	1,167		172			85		(c)	1,080
Accrued unbilled revenue	787		—			—			787
Inventory	508		171			—			337
Prepaid taxes	36		—			—			36
Derivative assets	76		39			—			37
Restricted cash and cash equivalents	116		116			—			—
Margin and collateral deposits	88		79			—			9
Regulatory assets	250		—			20		(d)	270
Deferred income taxes	231		(3		)	112		(g)	346
Other current assets	94		40			8		(c)	62
Assets of discontinued operations	61		61			—			—
Total current assets	4,494		1,373			225			3,346
Nuclear decommissioning trusts	3,997		—			—			3,997
Investments in unconsolidated affiliates	544		542			—			2
Other investments	189		11			11		(c)	189
Total investments	4,730		553			11			4,188
Utility property, plant and equipment, less accumulated depreciation of $7,378	29,314		—			—			29,314
Competitive power generation and other property, plant and equipment, net	4,544		4,471			—			73
Total property, plant and equipment	33,858		4,471			—			29,387
Derivative assets	117		43			—			74
Restricted deposits	89		87			—			2
Rent payments in excess of levelized rent expense under plant operating leases	855		855			—			—
Regulatory assets	5,677		—			391		(d)	6,068
Other long-term assets	725		303			277		(c)(h)	699
Total long-term assets	7,463		1,288			668			6,843
Total assets	$	50,545	$	7,685		$	904		$	43,764

See the notes to the Unaudited Pro Forma Consolidated Financial Statements.

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Exhibit 99.1

Unaudited Pro Forma Consolidated Balance Sheet							Edison International
(in millions, except share amounts, unaudited)	September 30, 2012 (a)			Less: Deconsolidation of EME (b)			Pro Forma Adjustments				Pro Forma
LIABILITIES AND EQUITY
Short-term debt	$	429		$	21		$	—			$	408
Current portion of long-term debt	565			565			—				—
Accounts payable	1,257			46			197			(c)(g)	1,408
Accrued taxes	105			(5		)	1			(g)	111
Accrued interest	207			102			—				105
Customer deposits	193			—			—				193
Derivative liabilities	109			1			20			(d)	128
Regulatory liabilities	493			—			—				493
Other current liabilities	855			111			8			(c)	752
Liabilities of discontinued operations	61			61			—				—
Total current liabilities	4,274			902			226				3,598
Long-term debt	13,708			4,478			—				9,230
Deferred income taxes	5,745			(487		)	(944		)	(f)(g)(i)	5,288
Deferred investment tax credits	108			5			—				103
Customer advances	149			—			—				149
Derivative liabilities	717			125			391			(d)	983
Pensions and benefits	2,884			253			196			(f)	2,827
Asset retirement obligations	2,804			73			—				2,731
Regulatory liabilities	5,249			—			—				5,249
Other deferred credits and other long-term liabilities	2,887			854			1,238			(c)(g)(h)	3,271
Total deferred credits and other liabilities	20,543			823			881				20,601
Total liabilities	38,525			6,203			1,107				33,429
Commitments and contingencies
Common stock, no par value (800,000,000 shares authorized; 325,811,206 shares issued and outstanding)	2,385			1,377			1,377			(e)	2,385
Accumulated other comprehensive loss	(168		)	(128		)	(33		)	(f)	(73		)
Retained earnings	7,806			(9		)	(1,551		)	(e)(f)(i)	6,264
Total Edison International's common shareholders' equity	10,023			1,240			(207		)		8,576
Preferred and preference stock of utility	1,759			—			—				1,759
Other noncontrolling interests	238			242			4			(e)	—
Total noncontrolling interests	1,997			242			4				1,759
Total equity	12,020			1,482			(203		)		10,335
Total liabilities and equity	$	50,545		$	7,685		$	904			$	43,764

See the notes to the Unaudited Pro Forma Consolidated Financial Statements.

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Exhibit 99.1

Unaudited Pro Forma Consolidated Statement of Income							Edison International
(in millions, except per-share amounts, unaudited)	Nine Months Ended September 30, 2012 As Reported (a)			Less: Deconsolidation of EME (b)			Pro Forma Adjustments				Pro Forma
Electric utility	$	8,791		$	—		$	—			$	8,791
Competitive power generation	1,009			1,007			(2		)	(c)	—
Other	—			—			11			(c)	11
Total operating revenue	9,800			1,007			9				8,802
Fuel	678			458			—				220
Purchased power	3,049			—			—				3,049
Operations and maintenance	3,450			568			9			(c)	2,891
Deprecation, decommissioning and amortization	1,389			202			—				1,187
(Gain) loss on sale of assets and other	(60		)	5			—				(65		)
Total operating expenses	8,506			1,233			9				7,282
Operating income (loss)	1,294			(226		)	—				1,520
Interest and dividend income	19			13			—				6
Equity in income from unconsolidated affiliates, net	42			42			—				—
Other income	105			1			—				104
Interest expense	(643		)	(253		)	—				(390		)
Other expenses	(36		)	—			—				(36		)
Income (loss) from continuing operations before income taxes	781			(423		)	—				1,204
Income tax expense (benefit)	217			(204		)	—				421
Income (loss) from continuing operations before noncontrolling interests	564			(219		)	—				783
Dividends on preferred and preference stock of utility	66			—			—				66
Other noncontrolling interests	12			12			—				—
Income (loss) from continuing operations	$	486		$	(231	)	$	—			$	717
Basic earnings per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding	326										326
Continuing operations	$	1.49									$	2.20
Diluted earnings per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities	328										328
Continuing operations	$	1.48									$	2.19

See the notes to the Unaudited Pro Forma Consolidated Financial Statements.

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Exhibit 99.1

Unaudited Pro Forma Consolidated Statement of Income							Edison International
(in millions, except per-sher amounts, unaudited)	Year Ended December 31, 2011 As Reported (a)			Less: Deconsolidation of EME (b)			Pro Forma Adjustments				Pro Forma
Electric utility	$	10,574		$	—		$	—			$	10,574
Competitive power generation	2,186			2,180			(6		)	(c)	—
Other	—			—			14			(c)	14
Total operating revenue	12,760			2,180			8				10,588
Fuel	1,166			799			—				367
Purchased power	2,989			—			—				2,989
Operations and maintenance	4,776			1,066			8			(c)	3,718
Deprecation, decommissioning and amortization	1,737			310			—				1,427
Asset impairments, lease terminations and other	1,772			1,746			—				26
Total operating expenses	12,440			3,921			8				8,527
Operating income (loss)	320			(1,741		)	—				2,061
Interest and dividend income	37			31			—				6
Equity in income from unconsolidated affiliates, net	86			86			—				—
Other income	156			15			—				141
Interest expense	(808		)	(323		)	—				(485		)
Other expenses	(55		)	—			—				(55		)
Income (loss) from continuing operations before income taxes	(264		)	(1,932		)	—				1,668
Income tax expense (benefit)	(288		)	(856		)	—				568
Income (loss) from continuing operations before noncontrolling interests	24			(1,076		)	—				1,100
Dividends on preferred and preference stock of utility	59			—			—				59
Other noncontrolling interests	(1		)	(1		)	—				—
Net income (loss) from continuing operations	$	(34	)	$	(1,075	)	$	—			$	1,041
Basic earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding	326										326
Continuing operations	$	(0.10	)								$	3.19
Diluted earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities	326										329
Continuing operations	$	(0.10	)								$	3.17

See the notes to the Unaudited Pro Forma Consolidated Financial Statements.

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Exhibit 99.1

EDISON INTERNATIONAL

Notes to the Unaudited Pro Forma Consolidated Financial Statements

(a) Amounts represent historical financial information from Edison International's Quarterly Report on Form 10-Q for the period ended September 30, 2012 or from Edison International's Annual Report on Form 10-K for the year ended December 31, 2011. Beginning in the third quarter of 2012, EME's Homer City met the definition of a discontinued operation and was classified separately in EME's and Edison International's consolidated financial statements. The December 31, 2011 financial statements for EME and Edison International have not been reclassified to reflect EME's Homer City as a discontinued operation. This reclassification has no impact on the unaudited pro forma financial statements.

(b) Amounts represent the EME Consolidated Statement of Income for the nine months ended September 30, 2012 and for the year ended December 31, 2011 or EME's Consolidated Balance Sheet as of September 30, 2012. As discussed above, the December 31, 2011 financial statements for EME and Edison International have not been reclassified to reflect EME's Homer City as a discontinued operation.

(c) Adjustments relate to intercompany transactions and balances between Edison International and EME, which as a result of the deconsolidation would no longer be eliminated in consolidation. In addition, all remaining revenue from Edison Mission Group, which is not significant, will be classified as "Other" revenue.

The following table summarizes the pro forma adjustments related to intercompany balances:

		Amount (in millions)		Amount (in millions)
Description	Asset Line Item		Liability Line Item
Income taxes and other	Accounts receivable	$85	Accounts payable	$85
Prepaid items	Other current assets	$8	Other current liabilities	$8
Workers compensation deposits	Other investments	$11	Other deferred credits and other long-term liabilities	$11
Intercompany retainer	Other long-term assets	$4	Other deferred credits and other long-term liabilities	$4
Recognized intercompany tax benefits	Other long-term assets	$81	Other deferred credits and other long-term liabilities	$81

(d) Adjustments relate to a power purchase agreement between Southern California Edison Company, a subsidiary of Edison International, and EME, which amounts, prior to the deconsolidation, were eliminated in the consolidation process. Subsequent to the deconsolidation, these amounts are shown as "Derivative liabilities" and "Regulatory assets."

(e) Subsequent to the deconsolidation, Edison International will account for its investment in EME using the cost method of accounting. For purposes of the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2012, the investment in EME is reflected at zero. In addition to the reclassification of investment in EME to the cost method, the following pro forma adjustments are included:

• Recognition of $128 million of losses previously unrealized by EME as part of accumulated other comprehensive loss and reflected as a reduction in retained earnings.

• Represents an investment of $4 million by a subsidiary of Edison International, Mission Energy Holding Company, in Capistrano Wind Holding, Inc. an affiliate of EME and recorded by EME as a non-controlling interest. For purposes of the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2012, the investment in Capistrano Wind Holding, Inc. is reflected at zero.

(f) Amounts include certain of EME's employee retirement related liabilities that Edison International would assume upon effectiveness of the plan of reorganization or have a joint liability for, and related balances included in accumulated other comprehensive income, net of deferred taxes of $21 million and a $142 million reduction in retained earnings.

(g) Amounts include recognized short-term and long-term tax benefits of approximately $112 million and $951 million, respectively, primarily related to net operating losses and production tax credit forwards that pertain to Edison

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Exhibit 99.1

International's consolidated or combined federal and state tax returns. Such amounts are based on the carrying value at September 30, 2012 and may be impacted by future events. During the period that EME continues to be included in the consolidated and/or combined federal and state tax returns of Edison International and is subject to tax allocation agreements that currently exist, Edison International would make tax payments to EME when net operating losses and production tax credits are utilized to reduce tax liabilities of the consolidated group.    

(h) Amounts include liabilities for uncertain tax positions of EME of $192 million reflected on consolidated tax returns of Edison International. The pro forma adjustments include a receivable of this amount from EME.

(i) Amounts include an increase in deferred tax liabilities of $28 million from changes in state apportionment rates resulting from the expected transfer of EME stock and reflected as a reduction in retained earnings.

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