EIXEdison International

Refer to the disclosure on page iii indicating that “[t]his Offer to Purchase and the documents it incorporates by reference contain "forward-looking statements" within the meaning of Private Securities Litigation Reform Act of 1995 and that "we are not obligated to publicly update or revise forward-looking statements." We remind you that the safe harbor protections for forward-looking statements contained in the

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federal securities laws do not apply to statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E- 3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov. We also remind you of the registrant's obligations under Exchange Act Rule 13e-3(c)(2), (d)(2) and (e)(3). Please revise the aforementioned disclosure accordingly.

The disclosure has been revised on page iii and v in response to the Staff’s comment. Read in the reply ↗

A tender offer may be conditioned on a variety of events and circumstances if they are not within the direct or indirect control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations (March 17, 2023).

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Please revise the following conditions so that they are objectively determinable. • “there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offers, the acquisition of some or all of the Securities under the Offers or otherwise relates in any manner to the Offers...;” • “there shall have been any action threatened, instituted, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened...;” and • “in the Company’s reasonable judgment, there has occurred any of the following...any significant changes in the prices for the Securities.”

The disclosure has been revised on page 11 in response to the Staff’s comment. Read in the reply ↗

Please revise to explain what you mean by this statement: "In any case, the Company intends to replace the equity content of any repurchased securities." In addition, in an appropriate section of the Offer to Purchase, explain why the Company intends to do so.

The disclosure has been revised on pages i, 2 and 15 in response to the Staff’s comment. Read in the reply ↗

We note the disclosure on page 14 of a condition that will be triggered by, "in the Company’s reasonable judgment [...] any change in tax law that would materially change the tax consequences of the Offers." Please revise to clarify whether this refers to a material change to the tax consequences to the Company, securityholders, or both, and to explain what would be considered a material change to the tax

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consequences of the Offers.

The disclosure has been revised to delete this condition on page 14 in response to the Staff’s comment. Read in the reply ↗

In the seventh bullet point on page 14, briefly explain the reference to minimum or maximum price limits on prices for securities trading on a U.S. national securities exchange, or delete.

The disclosure has been revised on page 14 in response to the Staff’s comment. The revised disclosure referencing “a limitation on prices for securities trading on any U.S. national securities” refers to limitations on prices triggered by, for example, the

NYSE’s “Limit Up/Limit Down” plan or Nasdaq’s “Limit Up-Limit Down” mechanism. Read in the reply ↗

We note your response to prior comment 1 and your revised disclosure that "the Company intends to issue new securities that will be assigned a similar amount of equity content as is assigned to any repurchased securities in order to maintain the Company’s balance sheet strength." Please expand your response to describe any planned issuances of securities, with a view to explaining more specifically (beyond

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"maintaining the balance sheet") why the Company is repurchasing these securities with the intent to issue "a similar amount of equity content" thereafter. Refer to paragraphs (a) and (c) of Item 1006 of Regulation M- A.

The disclosure has been revised on pages i, 2, 3, 9, and 15 in response to the Staff’s comment. Read in the reply ↗