01—Abstract
Summary
Summary of the 10-K/A filed March 26, 1998. Cited figures are marked; the original filing is the authoritative source.
This document is Amendment No. 1 to Edison International's (NYSE/Pacific: EIX) Form 10-K for the fiscal year ended December 31, 1997, filed March 26, 1998.
It was filed solely to replace Exhibit 10.18, a board resolution covering a consulting arrangement with former director Howard P. Allen. It contains no financial statements, operating results, or risk disclosures.
The company's financial information is incorporated by reference from the 1997 Annual Report to Shareholders, which is not included here, so this filing offers little for assessing the company's performance. The cover page reports an aggregate market value of non-affiliate voting stock of approximately $11.04 billiona as of around March 23, 1998, and 368,929,897 shares of common stock outstanding. The company is headquartered in Rosemead, California, and its common stock trades on the New York and Pacific stock exchanges.
The registrant's parent-level structure and utility operations are referenced only in passing in the exhibit, which mentions Southern California Edison Company. The substantive content is the Exhibit 10.18 resolution, adopted May 15, 1997. Mr. Allen resigned from the board eleven months early.
In exchange for agreeing to remain available for advice and consultation for four years, the company agreed to pay its allocable share of a $40,000b fee credited to his Director Deferred Compensation Plan account. His nonqualified plan benefits are to begin payment as if he had retired from the board on April 16, 1998. For investors, this is a minor governance and compensation item with immaterial dollar amounts.
02—Key points
Key Highlights
- Filing type: 10-K/A (Amendment No. 1) for fiscal year ended December 31, 1997, filed March 26, 1998, amending the original 10-K solely to replace Exhibit 10.18
- No financial statements or operating data are included; financials are incorporated by reference from the 1997 Annual Report to Shareholders
- Cover page shows about 368.9 million common shares outstanding and an aggregate non-affiliate market value of roughly $11.04 billion as of around March 23, 1998
- Exhibit 10.18 is a May 15, 1997 board resolution accepting Director Howard P. Allen's early resignation, eleven months ahead of schedule
- The company agreed to pay its allocable share of a $40,000 fee to Mr. Allen's Director Deferred Compensation Plan account in exchange for four years of advice and consultation
- Mr. Allen's nonqualified plan benefits are to commence as if he retired from the board on April 16, 1998
- The resolution was approved by Chairman John E. Bryson and EVP and General Counsel Bryant C. Danner, and the amendment was signed by Assistant General Counsel Kenneth S. Stewart
03—Questions
Frequently Asked Questions
Does this amendment contain Edison International's financial results for 1997?
No. The amendment was filed solely to replace Exhibit 10.18. The company's financial results are incorporated by reference from the 1997 Annual Report to Shareholders, which is not part of this document. Investors need to obtain that report separately to review revenues, earnings, or balance sheet data.
Why was this 10-K/A filed?
The amendment replaces Exhibit 10.18, the consulting arrangement with former director Howard P. Allen. The filing states that this is its only purpose. The exhibit's text was apparently revised or corrected, but the filing does not explain what changed.
What compensation did the company agree to provide to Howard P. Allen?
Under the May 15, 1997 board resolution, the company agreed to pay its allocable share of a $40,000 fee credited to Mr. Allen's Director Deferred Compensation Plan account. In return, he agreed to remain available for advice and consultation to the company and Southern California Edison for four years. The amount is small relative to the company's size.
When will Mr. Allen begin receiving his deferred compensation benefits?
The resolution states that his nonqualified plan benefits will begin payment under the terms of the applicable plans as if he had retired from the board on April 16, 1998. This date is the effective reference point for the payout timing, not an indication of when payments will actually be made.
How large is Edison International by market value and share count?
The cover page reports about 368.9 million common shares outstanding and an aggregate market value of non-affiliate voting stock of approximately $11.04 billion based on New York Stock Exchange prices as of around March 23, 1998. The filing does not include other size metrics such as revenue or assets.
04—Continue