S-8

As filed with the Securities and Exchange Commission on May 2, 2016

File No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement

Under the Securities Act of 1933

EDISON INTERNATIONAL

(Exact name of registrant as specified in its charter)

CALIFORNIA

(State or other jurisdiction of incorporation or organization)

95-4137452

(I.R.S. Employer Identification No.)

2244 Walnut Grove Avenue (P.O. Box 976)

Rosemead, California 91770

(Address of Principal Executive Offices)

EDISON INTERNATIONAL

2007 PERFORMANCE INCENTIVE PLAN

(Full title of the Plan)

Michael A. Henry

Senior Attorney

2244 Walnut Grove Avenue (P.O. Box 976)

Rosemead, California 91770

(Name and address of agent for service)

(626) 302-4328

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount  to be registered	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, no par value	16,500,000 shs	$68.96	$1,137,840,000	$114,580.49

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers additional securities to be offered or issued in connection with the terms of the Edison International 2007 Performance Incentive Plan (the “Plan”), providing for proportionate adjustment of the amount of securities being offered or issued in the event of stock splits or other transactions specified in the Plan.

(2) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of Edison International common stock reported in the consolidated reporting system as of April 26, 2016.

EXPLANATORY NOTE

In accordance with General Instructions E of Form S-8, Edison International (the "Registrant") is registering additional shares of common stock pursuant to the Edison International 2007 Performance Incentive Plan (the "Plan"). The Registrant currently has an effective registration statement filed on Form S-8 relating to the Plan which registered securities of the same class as those being registered herewith filed with the Securities and Exchange Commission on August 5, 2011. The Registrant incorporates by reference that registration statement on Form S-8 (File No. 333-176108), which is made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California, on the 2nd day of May, 2016.

	EDISON INTERNATIONAL
By	/s/ Aaron D. Moss
	Aaron D. Moss
	Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
Theodore F. Craver, Jr.*	Chairman of the Board, President, Chief Executive Officer, and Director	May 2, 2016
Principal Financial Officer:
W. James Scilacci*	Executive Vice President and Chief Financial Officer	May 2, 2016
Controller or Principal Accounting Officer:
/s/ Aaron D. Moss
Aaron D. Moss	Vice President and Controller	May 2, 2016

Board of Directors:

Jagjeet S. Bindra*	Director	May 2, 2016
Vanessa C.L. Chang*	Director	May 2, 2016
James T. Morris*	Director	May 2, 2016
Richard T. Schlosberg, III*	Director	May 2, 2016
Linda G. Stuntz*	Director	May 2, 2016
William P. Sullivan*	Director	May 2, 2016
Ellen O. Tauscher*	Director	May 2, 2016
Peter J. Taylor*	Director	May 2, 2016
Brett White*	Director	May 2, 2016

*By	/s/ Michael A. Henry
	(Michael A. Henry, Attorney-in Fact)

EXHIBIT INDEX

Exhibit Number	Description
4.1	Certificate of Restated Articles of Incorporation of Edison International, effective December 19, 2006 (File No. 1-9936, filed as Exhibit 3.1 to Edison International's Form 10-K for the year ended December 31, 2006)*
4.2	Bylaws of Edison International, as amended December 10, 2015 (File No. 1-9936, filed as Exhibit 3.1 to Edison International's Form 8-K dated December 10, 2015 and filed December 14, 2015)*
5	Opinion of Counsel
23.1	Consent of Counsel (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP
24	Power of Attorney

* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933

EX-5

Exhibit 5

May 2, 2016

Edison International

2244 Walnut Grove Avenue

Rosemead, California 91770

Ladies and Gentlemen:

This opinion is rendered in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") to register 16,500,000 shares of Edison International Common Stock, no par value (the “Plan Shares”), with the Securities and Exchange Commission related to the Edison International 2007 Performance Incentive Plan as Amended and Restated effective May 2, 2016 (the  "Plan"). Under the Plan, the Plan Shares will be either issued by Edison International or purchased on the open market, and offered and sold to directors, executive officers and key management employees of Edison International and its affiliates.

I am generally familiar with the organization, history and affairs of Edison International. I am also familiar with the proceedings taken and proposed to be taken by Edison International in connection with the proposed offering and sale, and I, or attorneys acting under my supervision, have examined a form of the Registration Statement. As Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary of Edison International, I have general responsibility for supervising lawyers who may have been asked to review legal matters arising in connection with the offering and sale of the Plan Shares. Accordingly, some of the matters referred to herein have not been handled personally by me, but I have been made familiar with the facts and circumstances and the applicable law. The opinions expressed herein are my own or are opinions of others with which I concur.

Based upon the foregoing and subject to completion of such proceedings as are now contemplated prior to the offering, sale of the Plan Shares, it is my opinion that, when sold as provided in the Registration Statement, the Plan Shares will be duly authorized, legally issued, fully paid and nonassessable shares of Common Stock of Edison International. This opinion does not relate to state Blue Sky or securities laws.

I hereby consent to any references made to me, and to the use of my name, in the Registration Statement. By giving such consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this exhibit to the Registration Statement, within the meaning of Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Barbara E. Mathews

Barbara E. Mathews

Vice President, Associate General Counsel,

Chief Governance Officer and Corporate Secretary

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reportdated February 23, 2016 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Edison International's Annual Report on Form 10‑K for the year ended December 31, 2015.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Los Angeles, California

May 2, 2016

EX-24

Exhibit 24

EDISON INTERNATIONAL

POWER OF ATTORNEY

The undersigned, EDISON INTERNATIONAL, a California corporation, and certain of its officers and/or directors do each hereby constitute and appoint ADAM S. UMANOFF, W. JAMES SCILACCI, AARON D. MOSS, BARBARA E. MATHEWS, ROBERT C. BOADA, GEORGE T. TABATA, PAIGE W. R. WHITE, MICHAEL A. HENRY DARLA F. FORTE and JAMES W. HARRIS, JR., or any of them, to act as attorney‑in-fact, for and in their respective names, places, and steads, to execute, sign, and file or cause to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a registration statement or registration statements and all amendments and/or supplements thereto for the purposes of registering and/or continuing the registration of up to 16,500,000 additional shares of Common Stock of Edison International to be offered and sold through the Edison International 2007 Performance Incentive Plan, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform all and every act andthing whatsoever requisite, necessary and appropriate to be done in and about the premises as fully and to all intents and purposes as the undersigned or any of them might or could do if personally present, hereby ratifying and approving theacts of each of said attorneys‑in-fact.

Exhibit 24

Executed at Rosemead, California, as of this 28th day of April, 2016.

	EDISON INTERNATIONAL
	By:	/s/ Theodore F. Craver, Jr.
		Theodore F. Craver, Jr. Chairman of the Board, President, Chief Executive Officer and Director
Attest:
/s/ Barbara E. Mathews
Barbara E. Mathews Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary

Edison International

Power of Attorney dated April 28, 2016

2007 Performance Incentive Plan(Amended and Restated effective May 2, 2016)

Principal Executive Officer:
/s/ Theodore F. Craver, Jr.
Theodore F. Craver, Jr.	Chairman of the Board, President,
	Chief Executive Officer, and Director
Principal Financial Officer:
/s/ W. James Scilacci
W. James Scilacci	Executive Vice President and Chief
	Financial Officer
Controller or Principal Accounting Officer:
/s/ Aaron D. Moss
Aaron D. Moss	Vice President and Controller

Additional Directors:

/s/ Jagjeet S. Bindra	Director	/s/ William P. Sullivan	Director
Jagjeet S. Bindra /s/ Vanessa C.L. Chang	Director	William P. Sullivan /s/ Ellen O. Tauscher	Director
Vanessa C.L. Chang /s/ James T. Morris	Director	Ellen O. Tauscher /s/ Peter J. Taylor	Director
James T. Morris /s/ Richard T. Schlosberg, III	Director	Peter J. Taylor /s/ Brett White	Director
Richard T. Schlosberg, III /s/ Linda G. Stuntz	Director	Brett White
Linda G. Stuntz