Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's orders dated November 2, 2000 and December 8, 2000. This
certificate reports activity in File No. 70-9693 for the period from October 20,
2000, when Exelon became a registered holding company, though December 31, 2000.
Any capitalized terms used herein but not defined herein have the respective
meanings given in the Financing U-1 or the Commission's Orders.
1. As determined pursuant to the December 8, 2000 Order, the Modified Rule
53 Test applicable to Exelon's investments in EWGs and FUCOs is $4,000.0
million. At December 31, 2000, Exelon's "aggregate investment" (as
defined in rule 53(a) under PUHCA) in all EWGs and FUCOs was
approximately $744.0 million, and accordingly, at December 31, 2000,
Exelon's remaining investment capacity under the Modified Rule 53 Test
was approximately $3,256.0 million. At December 31, 2000, Exelon's
"consolidated retained earnings" (as defined in rule 53(a) under the
PUHCA) was approximately $332.0 million.
2. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A,
certain information concerning the aggregate investment by EWG/FUCO
Project.
3. At December 31, 2000, the consolidated capitalization ratio of Exelon
was: debt 66%, common equity 31%, and preferred securities of
subsidiaries of 3%. (For these purposes, "consolidated debt" means all
long-term debt, long-term debt due within one year, notes payable and
other short-term obligations, including any short-term debt and
non-recourse debt of EWG/FUCO Projects, to the extent normally
consolidated under applicable financial reporting rules).
4. At December 31, 2000, the market-to-book ratio of Exelon's common stock
was 3.1x.
5. In the fourth quarter of 2000, Exelon invested or committed to invest in
Sithe Energies, Inc., an EWG that counts against the Modified Rule 53
Test. Reference response under Item 2 for additional information.
6. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A,
certain information concerning aggregate investment by EWG and FUCO
Project and related growth in retained earnings.
7. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A,
certain information concerning aggregate investment by EWG/FUCO Project,
net income and revenues of Exelon's EWG and FUCO Projects.
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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8. Sale of any Common Stock or Preferred Securities issued by Exelon during
the fourth quarter of 2000, and the purchase price per share and the
market price per share at the date of the agreement of sale.
Between the period of October 20, 2000 and December 31, 2000,
563,718 employee stock options were exercised with a price range of
$58.375 per share to $71.00 per share. The average price for the
period was $64.872. During that period, 381.3 shares were also
issued to Directors as part of their compensation at prices ranging
from $65.55 per share to $66.25 per share.
9. Options issued or issuable during quarter.
Exelon issued 4,562,200 employee stock options at $59.50 per share
on October 20, 2000.
10. Exelon common stock transferred to a seller of securities of a company
being acquired during the fourth quarter of 2000, including the number of
shares issued, the value per share and whether the shares are restricted
in the hands of the acquirer.
None
11. Guarantees issued
The following guarantees were issued during the 4th quarter of 2000.
Name of Parent Name of Subsidiary Amount Terms
Purpose
Exelon ComEd $ 35,000,000 Annual Review
Credit Support
Exelon ComEd $ 4,000,000 Annual Review
Credit Support
Exelon PECO $128,000,000 Annual Review
Credit Support
Exelon PECO $100,000,000 Annual Review
Operating Obligations
Exelon Unicom Enterprises $ 8,893,349 12 Months
Lease Obligations
Exelon Unicom Enterprises $131,104,028 12 Months
Insurance Support
Exelon Unicom Enterprises $ 1,532,000 12 Months
Project Financing
Exelon Unicom Enterprises $ 62,844,312 12 Months
Operating Obligations
Exelon PECO $487,141,000 12 Months
Insurance Support
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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12. Exelon indebtedness issued during the fourth quarter of 2000.
A. Two draw-downs totaling $1.21 billion pursuant to a $1.25
billion term loan agreement with Bank One, NA, Credit Suisse
First Boston and Citibank, NA at interest rates ranging from
7.562% to 7.625%.
13. Amount and terms of any short-term debt issued by any Utility Subsidiary
during the fourth quarter of 2000.
A. Commercial paper issued through Bank One on behalf of PECO
Energy Company during the fourth quarter, ranging from $180
million to $400 million, at an average interest rate of 6.80%.
B. Contributions to and Loans From the Utility Money Pool
Contributions to the Utility Money Pool
Outstanding Amounts
Date ComEd PECO Total
- ----------- ----------------- -------------------- -------------
12/22/2000 $400,000,000 - 400,000,000
12/23/2000 $400,000,000 - 400,000,000
12/24/2000 $400,000,000 - 400,000,000
12/25/2000 $400,000,000 - 400,000,000
12/26/2000 $400,000,000 - 400,000,000
12/27/2000 $400,000,000 - 400,000,000
12/28/2000 $400,000,000 - 400,000,000
12/29/2000 $400,000,000 - 400,000,000
12/30/2000 $400,000,000 - 400,000,000
12/31/2000 $400,000,000 - 400,000,000
Loans from Utility Money Pool
Outstanding Amounts
Date ComEd PECO Total
- ----------- ----------------- -------------------- -------------
12/22/2000 - $400,000,000 $400,000,000
12/23/2000 - $400,000,000 $400,000,000
12/24/2000 - $400,000,000 $400,000,000
12/25/2000 - $400,000,000 $400,000,000
12/26/2000 - $400,000,000 $400,000,000
12/27/2000 - $400,000,000 $400,000,000
12/28/2000 - $400,000,000 $400,000,000
12/29/2000 - $400,000,000 $400,000,000
12/30/2000 - $400,000,000 $400,000,000
12/31/2000 - $400,000,000 $400,000,000
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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Interest Rates for Utility Money Pool
Date Interest Rate
- ---------------- --------------------
12/22/2000 6.52
12/23/2000 6.52
12/24/2000 6.52
12/25/2000 6.52
12/26/2000 6.52
12/27/2000 6.52
12/28/2000 6.52
12/29/2000 6.49
12/30/2000 6.49
12/31/2000 6.49
14. Amount and terms of any financing consummated by any Non-Utility
Subsidiary during the fourth quarter of 2000 not exempt under Rule 52.
None
15. Notional amount and principal terms of any hedge instruments or
anticipatory hedges entered into the fourth quarter of 2000 and parties
thereto.
None
16. The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the fourth quarter of 2000 and
the amount and terms of any securities issued by such subsidiaries during
the quarter.
Parent Company Subsidiary Company Amount
-------------- ------------------ ------
PECO Energy Company Exelon Infrastructure, Inc. $158,258,682.
Exelon Infrastructure, Inc. PACE Engineering, Inc. $ 8,550,155.
Exelon Infrastructure, Inc. Electric Services, Inc. $ 7,124,274.
Exelon Infrastructure, Inc. MJ Electric, Inc. $143,291,036.
Unicom Enterprises, Inc. Unicom Energy Services, Inc. $ 4,920,000.
Unicom Enterprises, Inc. Unicom Mechanical Services $ 3,570,000.
Unicom Energy Services, Inc. Systems Corp. $ 7,106,996.
Unicom Energy Services, Inc. Unicom Energy, Inc. $ 2,850,000.
Unicom Energy, Inc. Allenergy Gas & Electric $ 22,849,621.
Allenergy Gas & Electric Texas-Ohio Gas, Inc. $ (403,352.)
UT Holdings, Inc. Northwind Arizona Development $ 19,000.
UT Holdings, Inc. Northwind Phoenix, LLC $ 625,000.
UT Holdings, Inc. Unicom Thermal Development, Inc. $ 1,000,000.
UT Holdings, Inc. Unicom Thermal Technologies, Inc. $ 1,000,000.
UT Holdings, Inc. Northwind Midway, LLC $ 215,000.
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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17. A list of U-6B-2 forms filed with the Commission during the fourth
quarter of 2000, including the name of the filing entity and the date of
filing.
Quarterly Report filed for Exelon, PECO and ComEd,
April 2, 2001.
18. The consolidated and stand-alone balance sheets of Exelon, PECO and ComEd
engaging in jurisdictional financing transactions during the fourth
quarter of 2000 are attached as Exhibit B.
19. Capital Structure of Exelon and its utility subsidiaries as of December
31, 2000 are as follows (in millions, except percentage data):
1
Debt Common Equity Preferred Securities of Subsidiaries
Amount Percentage Amount Percentage Amount Percentage
------ ---------- ------ ---------- ------ ----------
Exelon $15,239 66% $7,215 31% $630 3%
1 2
Debt Common Equity Preferred Stock and COMRPS
Amount Percentage Amount Percentage Amount Percentage
------ ---------- ------ ---------- ------ ----------
PECO $7,814 75% $2,334 22% $302 3%
ComEd $7,230 53% $6,176 45% $328 2%
1 see definition under Item 3.
2 COMRPS:
PECO's COMRPS are Company-Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Subordinated Debentures of the
Company.
ComEd's COMRPS are Company-Obligated Mandatorily Redeemable Preferred
securities of subsidiary trusts holding the Company's Subordinated Debt
Securities.
20. The consolidated retained earnings analysis of Exelon, PECO and ComEd are
attached as Exhibit C.
21. Registration statements filed under the Securities Act of 1933 with
respect to securities that are the subject of the Financing U-1,
incorporated by reference into this Certificate of Notification.
Post-effective Amendment No.1 to Form S-4 Registration Statement on Form S-8,
filed November 13, 2000, Registration No. 333-37082.
Form S-8 Registration Statement, filed November 13, 2000, Registration No.
333-49780.
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: April 2, 2001
EXELON CORP.
By: /s/ Scott N. Peters
Assistant Corporate Secretary
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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Exhibit B
Page 1 of 3
Exelon Corporation and Subsidiary Companies
Consolidated Balance Sheets
For the Year Ended December 31, 2000
Assets (In Millions)
Current Assets
Cash and Cash Equivalents $ 840
Accounts Receivable, net
Customer 2,137
Other 415
Inventories, at average cost
Fossil Fuel 157
Materials and Supplies 297
Deferred Income Taxes 62
Other 276
-------
Total Current Assets 4,184
-------
Property, Plant and Equipment, net 12,936
Deferred Debits and Other Assets
Regulatory Assets 7,135
Nuclear Decommissioning Trust Funds 3,109
Investments 1,583
Goodwill, net 5,186
Other 464
-------
Total Deferred Debits and Other Assets 17,477
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Total Assets $34,597
=======
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable, Bank $ 1,373
Long-Term Debt Due Within One Year 908
Accounts Payable 1,193
Accrued Expenses 720
Deferred Income Taxes --
Other 457
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Total Current Liabilities 4,651
-------
Long-Term Debt 12,958
Deferred Credits and Other Liabilities
Deferred Income Taxes 4,409
Unamortized Investment Tax Credits 330
Nuclear Decommissioning Liability for Retired Plants 1,301
Pension Obligations 567
Non-Pension Postretirement Benefits Obligation 819
Spent Nuclear Fuel Obligation 810
Other 907
-------
Total Deferred Credits and Other Liabilities 9,143
-------
Preferred Securities of Subsidiaries 630
Commitments and Contingencies
Shareholders' Equity
Common Stock 6,883
Deferred Compensation --
Retained Earnings(Accumulated Deficit) 332
Treasury Stock, at cost --
Accumulated Other Comprehensive Income --
-------
Total Shareholders' Equity 7,215
-------
Total Liabilities and Shareholders' Equity $34,597
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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Exhibit B
Page 2 of 3
PECO Energy Company and Subsidiary Companies
Consolidated Balance Sheets
For the Year Ended December 31, 2000
Assets (in millions)
Current Assets
Cash and Cash Equivalents $ 303
Accounts Receivable, net
Customer 774
Other 250
Inventories, at average cost
Fossil Fuel 135
Materials and Supplies 122
Other 195
-------
Current Assets 1,779
-------
Property, Plant and Equipment, net 5,158
Deferred Debits and Other Assets
Regulatory Assets 6,026
Nuclear Decommissioning Trust Funds 440
Investments 847
Goodwill, net 326
Other 200
-------
Total Deferred Debits and Other Assets 7,839
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Total Assets $14,776
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Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable - Bank $ 163
Notes Payable - Affiliates 1,096
Long-Term Debt Due Within One Year 553
Accounts Payable 403
Accrued Expenses 481
Deferred Income Taxes 27
Other 95
-------
Total Current Liabilities 2,818
-------
Long-Term Debt 6,002
Deferred Credits and Other Liabilities
Deferred Income Taxes 2,532
Unamortized Investment Tax Credits 271
Pension Obligations 281
Non-Pension Postretirement Benefits Obligation 505
Other 427
-------
Total Deferred Credits and Other Liabilities 4,016
-------
Company-Obligated Mandatorily Redeemable Preferred Securities
of a Partnership, which holds Solely Subordinated Debentures of
the Company 128
Mandatorily Redeemable Preferred Stock 37
Commitments and Contingencies
Shareholders' Equity
Common Stock 1,449
Preferred Stock 137
Deferred Compensation (7
Retained Earnings (Accumulated Deficit) 197
Treasury Stock, at cost --
Accumulated Other Comprehensive Income (1)
--
Total Shareholders' Equity 1,775
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Total Liabilities and Shareholders' Equity $14,776
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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Exhibit B
Page 3 of 3
Commonwealth Edison and Subsidiary Companies
Consolidated Balance Sheets
For the Year Ended December 31, 2000
Assets (In Millions)
Current Assets
Cash and Cash Equivalents $ 141
Restricted
Cash 60
Accounts Receivable, net
Customer 970
Other 279
Inventories, at average cost
Fossil Fuel 12
Materials and Supplies 174
Deferred Income Taxes 89
Intercompany Receivable from Affiliate 400
Other 285
-------
Total Current Assets 2,410
-------
Property, Plant and Equipment, net 7,657
Deferred Debits and Other Assets
Regulatory Assets 1,110
Nuclear Decommissioning Trust Funds 2,669
Investments 175
Goodwill, net 4,766
Notes Receivable from Affiliates 1,316
Other 178
-------
Total Deferred Debits and Other Assets 10,214
-------
Total Assets $20,281
========
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable, Bank $ --
Long-Term Debt Due Within One Year 348
Accounts Payable 597
Accrued Expenses 148
Accrued Interest 222
Accrued Taxes 162
Other 329
-------
Total Current Liabilities 1,806
-------
Long-Term Debt 6,882
Deferred Credits and Other Liabilities
Deferred Income Taxes 1,837
Unamortized Investment Tax Credits 59
Nuclear Decommissioning Liability for Retired Plants 1,301
Pension Obligations 285
Non-Pension Postretirement Benefits Obligation 315
Other 1,285
-------
Total Deferred Credits and Other Liabilities 5,082
-------
Mandatorily Redeemable Preference Stock --
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trusts Holding the Company's
Subordinated Debt Securities 328
Commitments and Contingencies
Shareholders' Equity
Common Stock 2,678
Preferred and Preference Stock 7
Other Paid in Capital 5,388
Retained Earnings 133
Treasury Stock, at cost (2,023)
Accumulated Other Comprehensive Income --
-------
Total Shareholders' Equity 6,183
-------
Total Liabilities and Shareholders' Equity $20,281
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Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 4/2/2001
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Exhibit C
Page 1 of 1
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Year Ended December 31, 2000 (in Millions)
Retained Earnings(Accumulated Deficit)
Balance at Beginning of Year $(100)
Net Income 586
Dividends:
Common Stock (157)
Capital Stock Activity:
Expenses of Capital Stock Activity --
Stock Forward Repurchase Contract (5)
Long Term Incentive Plan Issuances 8
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Balance at End of Year $332
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Goodwill Amortization: $34 million
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Year Ended December 31, 2000
Retained Earnings (Accumulated Deficit)
Balance at Beginning of Year $(100)
Net Income 507
Dividends:
Common Stock (157)
Preferred Stock (10)
Unicom Merger Consideration (45)
Capital Stock Activity:
Expenses of Capital Stock Activity --
Stock Forward Repurchase Contract (5)
Long Term Incentive Plan Issuances 7
----------
Balance at End of Year $197
==========
Goodwill Amortization: $10 million
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Year Ended December 31, 2000
Retained Earnings
Balance at Beginning of Year $ 433
Net Income 599
Dividends:
Common Stock (238)
Preferred and Preference Stock (1)
Capital Stock Activity:
Expenses of Capital Stock Activity (1)
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Balance at October 19, 2000 $ 792
Merger Fair value Adjustment (792)
Net Income for Post Merger Period
(from October 20, 2000 to December 31, 2000) 133
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Balance at End of Year $ 133
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Goodwill Amortization: $23 million