SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1998
---------------------------------------------
Commission File Number 1-9936
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
(Full Title of the Plan)
EDISON INTERNATIONAL
(Name of Issuer)
2244 WALNUT GROVE AVENUE (P.O. Box 800), ROSEMEAD, CALIFORNIA 91770
(Address of principal executive office)
<PAGE>
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH AUDITORS' REPORT
<PAGE>
INDEX
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, with Fund Information, as of
December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS
SCHEDULES:
I. Line 27a - Schedule of Assets Held for Investment Purposes as of December 31,
1998
II.Line 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998
NOTE: All other schedules have been omitted since the information is either
disclosed elsewhere in the financial statements or not required by 29
CFR 2520.103-10 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Southern California Edison Company
Employee Benefits/Health Care Committee:
We have audited the accompanying statements of net assets available for
benefits of the SOUTHERN CALIFORNIA EDISON COMPANY STOCK SAVINGS PLUS PLAN
(the Plan) as of December 31, 1998 and 1997, and the related statement of
changes in net assets available for benefits for the year ended December
31, 1998. These financial statements and schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements
made by management, as well as evaluating the overall financial statement
presentation. An audit also includes assessing the accounting principles
used and significant estimates made by management. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1998 and 1997, and the changes in its net assets
available for benefits for the year ended December 31, 1998, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. Schedules I and II listed in
the accompanying index are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for benefits and changes in
net assets available for benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 21, 1999
<PAGE>
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
EDISON COMMON MONEY
INT'L COMMON STOCK MARKET BALANCED BOND GLOBAL PARTICIPANT
TOTAL STOCK FUND FUND FUND FUND FUND FUND LOANS
----- ------------ ------ ------ -------- ---- ------ -----------
Assets
Investments at fair value:
Edison International
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock $ 805,490 $805,490 $ - $ - $ - $ - $ - $ -
Participant Loans Receivable 77,245 - - - - - - 77,245
Collective Trusts:
BZW Barclay's Global
Investors Equity Index
T-Fund 440,742 - 440,742 - - - - -
Wells Fargo Bank, N.A.
Short-Term Income Fund 126,434 7,356 - 119,078 - - - -
Frank Russell Global
Balanced Fund 154,821 - - - 154,821 - - -
Frank Russell Fixed
Income II Fund 44,035 - - - - 44,035 - -
Frank Russell Global
Fund 204,711 - - - - - 204,711 -
---------- -------- -------- --------- -------- -------- -------- --------
Total Investments 1,853,478 812,846 440,742 119,078 154,821 44,035 204,711 77,245
---------- -------- -------- --------- -------- -------- -------- --------
Receivables:
Interest receivable 550 44 - 506 - - - -
Dividend receivable 7,513 7,513 - - - - - -
Pending trades 3,582 - - - 496 15 3,071 -
---------- -------- ---------- --------- --------- ------- -------- ---------
Total Receivables 11,645 7,557 - 506 496 15 3,071
---------- -------- ---------- --------- --------- ------- -------- ---------
Total Assets 1,865,123 820,403 440,742 119,584 155,317 44,050 207,782 77,245
Liabilities
Investment fee payable 544 - - - 193 49 302 -
---------- --------- --------- --------- --------- -------- --------- --------
Net assets available for
benefits $1,864,579 $ 820,403 $ 440,742 $ 119,584 $ 155,124 $ 44,001 $ 207,480 $ 77,245
========== ========= ========= ========= ========= ======== ========= ========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
EDISON COMMON MONEY
INT'L COMMON STOCK MARKET BALANCED BOND GLOBAL PARTICIPANT
TOTAL STOCK FUND FUND FUND FUND FUND FUND LOANS
----- ------------ ------ ------ -------- ---- ------ -----------
Assets
Investments at fair value:
Edison International
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock $ 815,178 $ 815,178 $ - $ - $ - $ - $ - $ -
Participant Loans Receivable 71,920 - - - - - - 71,920
Collective Trusts:
BZW Barclay's Global
Investors Equity Index
T-Fund 313,932 - 313,932 - - - - -
Wells Fargo Bank, N.A.
Short-Term Income Fund 104,111 4,626 - 99,485 - - - -
Frank Russell Global
Balanced Fund 132,065 - - - 132,065 - - -
Frank Russell Fixed
Income II Fund 32,147 - - - - 32,147 - -
Frank Russell Global
Fund 192,275 - - - - - 192,275 -
------------ ---------- --------- -------- ---------- -------- ---------- -------
Total Investments 1,661,628 819,804 313,932 99,485 132,065 32,147 192,275 71,920
------------ ---------- --------- -------- ---------- -------- ---------- -------
Receivables:
Interest receivable 489 9 - 480 - - - -
Dividend receivable 7,496 7,496 - - - - - -
Receivable from brokers 6,390 1,085 - - - - 5,305 -
------------ --------- -------- -------- -------- -------- ------- ---------
Total Receivables 14,375 8,590 - 480 - - 5,305 -
------------ --------- -------- -------- -------- -------- -------- ---------
Total Assets 1,676,003 828,394 313,932 99,965 132,065 32,147 197,580 71,920
Liabilities
Payable to brokers and others 2,627 - 401 - 201 1,713 312 -
------------ --------- --------- -------- --------- -------- --------- --------
Net assets available for benefits $ 1,673,376 $ 828,394 $ 313,531 $ 99,965 $ 131,864 $ 30,434 $ 197,268 $ 71,920
============ ========= ========= ======== ========= ======== ========= ========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
EDISON COMMON MONEY
INT'L COMMON STOCK MARKET BALANCED BOND GLOBAL PARTICIPANT
TOTAL STOCK FUND FUND FUND FUND FUND FUND LOANS
----- ------------ ------ ------ -------- ---- ------ -----------
Additions
Investment income:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividends $ 30,563 $ 30,563 $ - $ - $ - $ - $ - $ -
Interest 12,717 271 37 5,574 13 4 17 6,801
Net appreciation in fair
value of investments 172,486 20,289 94,251 - 22,408 2,341 33,197 -
----------- --------- -------- -------- --------- -------- -------- --------
215,766 51,123 94,288 5,574 22,421 2,345 33,214 6,801
Less - management fee 2,197 - - - 762 166 1,269 -
----------- --------- -------- -------- --------- -------- -------- --------
Net investment income 213,569 51,123 94,288 5,574 21,659 2,179 31,945 6,801
Contributions:
Employer,
net of forfeitures 18,262 8,490 4,493 825 1,554 401 2,499 -
Participant 68,666 28,010 17,077 6,223 6,073 1,878 9,405 -
---------- --------- --------- -------- --------- -------- -------- ---------
Total contributions 86,928 36,500 21,570 7,048 7,627 2,279 11,904 -
---------- --------- --------- -------- --------- -------- -------- ---------
Total additions 300,497 87,623 115,858 12,622 29,286 4,458 43,849 6,801
---------- --------- --------- -------- --------- -------- -------- ---------
Deductions
Distributions to participants
or their beneficiaries 109,294 52,176 18,793 12,651 8,696 3,027 11,394 2,557
Loans to participants, net - 965 (88) 493 (198) 63 (154) (1,081)
---------- --------- -------- --------- --------- -------- -------- ---------
Total deductions 109,294 53,141 18,705 13,144 8,498 3,090 11,240 1,476
---------- --------- -------- --------- --------- -------- --------- ---------
Interfund transfers, net - (42,473) 30,058 20,141 2,472 12,199 (22,397) -
----------- --------- --------- --------- --------- -------- --------- ---------
Net increase (decrease) 191,203 (7,991) 127,211 19,619 23,260 13,567 10,212 5,325
Net assets available for
benefits:
Beginning of year 1,673,376 828,394 313,531 99,965 131,864 30,434 197,268 71,920
----------- --------- --------- --------- --------- -------- --------- ---------
End of year $ 1,864,579 $ 820,403 $ 440,742 $ 119,584 $ 155,124 $ 44,001 $ 207,480 $ 77,245
=========== ========= ========= ========= ========= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
Note 1. Nature of Plan
The following description of the Southern California Edison Company (the Plan
Sponsor) Stock Savings Plus Plan (the Plan) provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
Nature of Plan
Eligibility
The Plan is a defined-contribution plan with a 401(k) feature, in which
qualifying full-time or part-time employees of Edison International
(the Company) and substantially all of its subsidiary companies are
eligible to participate. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). An employee,
as defined by the Plan document, is eligible to participate in the Plan
immediately upon employment.
Contributions
Subject to statutory limits, participants may annually contribute up to
15 percent of their pay, as defined by the Plan. The Company provides a
matching contribution of up to 3 percent of a participant's eligible
pay. The Plan also accepts rollovers from other qualified plans.
Vesting
All participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching contribution
portion of their accounts plus actual earnings thereon occurs upon
completion of five years of service as defined in the Plan document.
Forfeitures
At December 31, 1998, forfeited non-vested accounts totaled $8,729.
These accounts are used to reduce employer contributions. During 1998,
employer contributions were reduced by $103,939 from forfeited
nonvested accounts.
Plan Trust
Plan assets are held in trust with Wells Fargo Bank, N.A. (the Trustee)
for the benefit of participants and their beneficiaries. The mutual
covenants to which the Company and the Trustee agree are disclosed in
the Stock Savings Plus Plan and Trust Agreement (the Trust Agreement).
Plan Administration
The Plan is administered by the Southern California Edison Company
Employee Benefits/Health Care Committee (the Plan Administrator). Wells
Fargo Bank, N.A. and Hewitt & Associates are the
<PAGE>
Plan's trustee and recordkeeper, respectively. Frank Russell Trust
Company and BZW Barclay's Global Investors are the Plan's investment
managers.
Administrative and Investment Expenses
The cost of Plan administration is paid by the Plan Sponsor. The
investment expenses incurred by the Trustee are paid out of the
investment funds from which the investments are made.
Participant Accounts
Each participant's account is credited with the participant's
contribution, the Company's matching contribution and allocations of
Plan earnings. Allocations of earnings and expenses are based on
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the vested portion of
the participant's account.
Participant Loans Receivable
Participants may borrow from their accounts a minimum of $1,000 up to
the lesser of $50,000 or 50 percent of their account balance. The
maximum loan amount of $50,000 may be further reduced by the Internal
Revenue Service rules. Loan transactions are treated as a transfer from
(to) the investment fund to (from) Participant Loans. Loan terms range
from one to four years or up to 15 years for the purchase of a primary
residence. The loans bear interest at the Prime Rate plus one percent.
Interest rates range from 7 to 10 percent. Principal and interest is
paid ratably through payroll deductions. Some separated participants
may repay loan obligations by manual checks, rather than through
payroll deductions.
Payment of Benefits
Distribution of account balances of $3,500 or less occur after a
participant terminates employment, dies, or becomes permanently and
totally disabled. Participants terminating employment having account
balances greater than $3,500 and retirees, may: a) elect to receive
their distributions at any time before turning ages 65 and 70 1/2,
respectively, and b) choose between lump sum or installment forms of
payment. Participants may elect to receive distribution in cash or a
combination of stock and cash. If stock distribution is elected, the
stock price is determined based on the last sale price of the stock in
the month preceding distribution as reported in the New York Stock
Exchange.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements are presented on the accrual basis of
accounting and in conformity with generally accepted accounting
principles applicable to employee benefit plans.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Investments in the
collective funds are valued at quoted market prices, which represent
the net asset value of shares held by the Plan at year end. Edison
International common stock is valued at its quoted market price.
Participant loans are valued
<PAGE>
at cost, which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Distributions to Participants
Distributions to participants are recorded when paid.
Note 3. Investment Options
The Trustee invests all contributions in accordance with participant
instructions. Funds not immediately allocated to investment funds are invested
by the Trustee in certain short-term investments.
Participants may direct the investment of their contributions, the employer's
matching contributions, and the earnings on those contributions into any of six
investment funds on a monthly basis, in one percent increments.
o Edison International Common Stock Fund -- Funds are invested in the common
stock of Edison International, which consisted of 28,896,508 and 29,983,003
shares of Edison International stock at December 31, 1998 and 1997 and a
per-share value of $27.88 and $27.19, respectively. In addition, the Edison
International Stock Fund held $7,355,659 and $4,625,625 in cash and cash
equivalents at December 31, 1998 and 1997, respectively.
o Common Stock Fund -- Funds are invested in shares of the BZW Barclay's
Global Investors Equity Index T-Fund, a collective trust that invests
mainly in common stock.
o Money Market Fund -- Funds are invested in the Wells Fargo Bank, N.A.
Short-Term Income Fund, which invests in money market instruments.
o Balanced Fund -- Funds are invested in shares of the Frank Russell Global
Balanced Fund, a collective trust that invests in corporate bonds, common
stocks and U.S. Government Securities.
o Bond Fund -- Funds are invested in shares of the Frank Russell Fixed Income
II Fund, a collective trust that invests mainly in corporate bonds and U.S.
Government Securities.
o Global Fund -- Funds are invested in the following Frank Russell
collective trusts:
|X| Frank Russell Equity I Fund - 50 percent
|X| Frank Russell Equity II Fund - 15 percent
|X| Frank Russell International Fund - 35 percent
These collective trusts invest mainly in equity securities in the U.S.
and non-U.S. markets.
The transfer of the participants' investment from the Edison International
Common Stock Fund to all other funds is valued at the month-end closing price.
The transfer of the participants' investment from all other funds to the Edison
International Common Stock Fund, or to any other fund, is based on the actual
market value balance (including earnings and market adjustments) in each
participant's account, as of the date of transfer.
<PAGE>
Note 4. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31,
-------------------------
1998 1997
---- ----
(In thousands)
Net assets available for benefits per the financial
statements $1,864,579 $1,673,376
Amounts allocated to withdrawing participants 9,139 8,715
---------- ----------
Net assets available for benefits per the
Form 5500 $1,855,440 $1,664,661
========== ==========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1998
-----------------
(In thousands)
Benefits paid to participants per the financial statements $109,294
Add: Amounts allocated to withdrawing participants
at December 31, 1998 9,139
Less: Amounts allocated to withdrawing participants
at December 31, 1997 (8,715)
--------
Benefits paid to participants per the Form 5500 $109,718
========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
Note 5. Related Party Transactions
The Money Market Fund was managed by Wells Fargo Bank, N.A., which also serves
as the Plan's trustee. As such, transactions in the Money Market Fund qualify as
party-in-interest transactions. Fees earned by the Trustee in its capacity as
fund manager for the Plan were $202,708 for 1998. Such fees are reported net of
interest income on the Statement of Changes in Net Assets Available for
Benefits.
Note 6. Plan Termination
Although it has not expressed an intent to do so, the Plan Sponsor has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become fully vested in their accounts. The Trust will continue
after termination until all Trust assets have been distributed to participants
and their beneficiaries.
<PAGE>
Note 7. Tax Status
The Internal Revenue Service has determined and informed the Plan Sponsor by a
letter dated March 4, 1999, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is designed and
is currently operated in compliance with the applicable requirements of the IRC.
Note 8. Edison International Common Stock Fund
Effective February 23, 1998, the Plan was amended to convert the Edison
International Common Stock Fund into an employee stock ownership plan allowing
for the current distribution of dividends to all but Southern California Edison
Company International Brotherhood of Electrical Workers, Utility Workers Union
of America, and San Onofre Firefighters Association-represented participants
(Certain Represented Participants). For the year ended December 31, 1998, such
distributions totaled $6,052,453.
Note 9. Plan Amendments
Rollovers
Effective August 19, 1998, for all but Certain Represented
Participants, the Plan was amended to provide for the acceptance of
direct rollovers including loans and notes from other qualified plans
for employees acquired or hired as a result of mergers, acquisitions,
asset purchases and other similar events.
Company Matching Contributions
Effective October 23, 1998, for all but Certain Represented
Participants, the Plan was amended to change the basis for
determining matching contributions to a year-to-date method so that
matching contributions for a participant for the plan year will be
increased as necessary each pay period to equal the lesser of (i) one
half of the participant's year to date deferrals and post-tax
contributions to the Plan attributable to the plan year, or (ii)
three percent of the participant's year to date earnings attributable
to the plan year, regardless of the amount of deferrals or post-tax
contributions the participant makes in that particular pay period.
Note 10. Subsequent Events
Trustee
Effective January 1, 1999, as part of the Sponsor's fiduciary duty to
periodically assess such matters, State Street Bank and Trust Company
was appointed Trustee for the Plan. The mutual covenants to which the
Company and the Trustee agree are disclosed in the Stock Savings Plus
Plan Trust Agreement.
Employer Matching Contributions
Effective January 1, 1999, participating employers provide matching
contributions from 0 percent to 100 percent of the first 6 percent of
a participant's eligible pay.
Profit Sharing Contributions
Effective March 11, 1999, certain participating subsidiaries of the
Company have elected to provide profit sharing contributions to the
Plan on behalf of their participating employees. Profit sharing
contributions are determined by a formula, and are dependent on the
employer's results of operations.
<PAGE>
Vesting
Effective March 11, 1999, for all but Certain Represented
Participants, vesting in the Company's matching contribution plus
actual earnings thereon occurs at the rate of 20 percent per year.
Certain Represented Participants do not vest in the Company's matching
contribution until having achieved 5 years of service, at which time
they fully vest. Once fully vested, all future Company matching
contributions and earnings thereon are immediately vested.
Fund Management
Effective January 1, 1999, the Plan's Money Market fund will be
managed by State Street Bank and Trust Company through a State Street
Money Market investment vehicle. State Street Bank and Trust Company
will realize a fee of 1.8 basis points (0.018 percent) on funds
invested in the Money Market fund. Fees earned will be netted from
fund earnings.
Effective March 11, 1999 the Edison International Common Stock Fund
will be segregated into two distinct funds: one for all but Certain
Represented Participants, the other for Certain Represented
Participants. Each of those funds will be managed by State Street
Global Advisors, a unit of State Street Bank and Trust Company. State
Street Bank and Trust Company will realize a fee of 1.25 basis points
(0.0125 percent) on funds invested in the Edison International Stock
Fund. Such fees will be netted from fund earnings for all but Certain
Represented Participants, and paid by the sponsor for Certain
Represented Participants.
Investment Elections
Effective March 11, 1999, all but Certain Represented Participants may
elect changes to their investment mix effective each business day.
Certain Represented Participants continue to be able to make changes
monthly.
Effective March 11, 1999, all but Certain Represented Participants may
elect bi-weekly changes to their deferral percentages and deferral
investment elections. Certain Represented Participants continue to be
able to make changes monthly.
Investment Options
Effective March 11, 1999, all but Certain Represented Participants may
elect to invest in a number of new funds. The fund choices include
three Pre-mixed Portfolios, seven core funds as well as 40 Mutual
Funds. Certain Represented Participants continue to be able to invest
in the same funds as existed in 1998 (see Note 3).
Participant Contributions
Effective March 11, 1999, subject to statutory limits, all but Certain
Represented Participants may elect to defer up to 19 percent of
eligible pay, as defined by the Plan. Certain Represented Participants
continue to be able to defer up to 15 percent of eligible pay, as
defined by the Plan.
<PAGE>
Payment of Benefits
Effective March 11, 1999, distribution of account balances of $5,000
or less occur after a participant terminates employment, dies, or
becomes permanently and totally disabled. Participants terminating
employment having account balances greater than $5,000 and retirees,
may: a) elect to receive their distributions at any time before
turning ages 65 and 70 1/2, respectively, and b) choose between lump
sum or installment forms of payment.
<PAGE>
SCHEDULE I
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
EIN 95-1240335 - PLAN NO. 002
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUE, BORROWER, INCLUDING MATURITY DATE, RATE OF CURRENT
LESSOR, OR SIMILAR PARTY INTEREST, PAR OR MATURITY VALUE COST VALUE
-------------------------------- -------------------------------- -------- ---------
<S> <C> <C>
* EDISON INTERNATIONAL STOCK FUND COMMON STOCK - NO PAR VALUE $ 538,165 $ 805,490
BZW BARCLAY'S GLOBAL INVESTORS COMMON STOCK FUND - COLLECTIVE INVESTMENT IN 342,109 440,742
THE BZW BARCLAY'S GLOBAL INVESTORS EQUITY
INDEX
T-FUND
FRANK RUSSELL TRUST COMPANY BALANCED FUND - COLLECTIVE INVESTMENT IN 89,442 154,821
FRANK RUSSELL GLOBAL BALANCED FUND
* WELLS FARGO BANK, N.A. MONEY MARKET FUND - COLLECTIVE INVESTMENT IN 126,434 126,434
THE FIRST INTERSTATE BANK SHORT-TERM INCOME
FUND
FRANK RUSSELL TRUST COMPANY BOND FUND - COLLECTIVE INVESTMENT IN FRANK 37,274 44,035
RUSSELL FIXED INCOME II FUND
FRANK RUSSELL TRUST COMPANY GLOBAL FUND - COLLECTIVE INVESTMENT IN THREE 116,425 204,711
FRANK RUSSELL EQUITY-BASED GLOBAL FUNDS
* PARTICIPANT LOANS LOANS WITH MATURITIES VARYING FROM ONE TO - 77,245
FOUR YEARS (OR UP TO 15 YEARS IF FOR
PURCHASE OF PRIMARY RESIDENCE) AND
INTEREST RATES RANGING FROM 7 TO
10 PERCENT.
---------- ----------
TOTAL $1,249,849 $1,853,478
========== ==========
</TABLE>
* Party-in-interest
<PAGE>
SCHEDULE II
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
EIN 95-1240335 - PLAN NO. 002
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
IDENTITY OF PARTY DESCRIPTION OF COST OF ASSETS
INVOLVED ASSETS PURCHASE PRICE SELLING PRICE SOLD NET GAIN (LOSS)
- ------------------- ------------------- ---------------- ---------------- ---------------- ----------------
WELLS FARGO BANK, Wells Fargo
NA Bank, N.A.
Short -Term
Income Fund
<S> <C> <C> <C> <C> <C>
280 purchases $376,056 $ - $ - $ -
195 sales - 351,663 351,663 -
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTHERN CALIFORNIA EDISON COMPANY
STOCK SAVINGS PLUS PLAN
By: Lillian R. Gorman
-----------------------------------------
Lillian R. Gorman
Chair
Employee Benefits/Health Care Committee
June 21, 1999
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 21, 1999 included in this Form 11-K, into the
previously filed Registration Statements of Edison International which follow:
Registration Form File No. Effective Date
----------------- -------- --------------
Form S-8 333-50443 April 17, 1998
Form S-3 333-08115 July 15, 1996
Form S-8 333-03913 May 16, 1996
Form S-3 33-44148 September 17, 1993
Form S-8 33-32302 June 2, 1993
Form S-8 33-46714 June 2, 1993
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 21, 1999
