- --------------------------------------------------------------------------------
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 January 1, 2002
through March 31, 2002. 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
million. At March 31, 2002, Exelon's "aggregate investment" (as defined
in rule 53(a) under PUHCA) in all EWGs and FUCOs was approximately $1,353
million, and accordingly, at March 31, 2002, Exelon's remaining
investment capacity under the Modified Rule 53 Test was approximately
$2,647 million. At March 31, 2002, Exelon's "consolidated retained
earnings" (as defined in rule 53(a) under the PUHCA) was approximately
$1,006 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 March 31, 2002, Exelon's consolidated capitalization ratio was: debt
63%, common equity 34%, 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 March 31, 2002, the market-to-book ratio of Exelon's common stock was
2.12 to 1.
5. In the first quarter of 2002, Exelon did not invest or commit to invest
in an EWG or FUCO that would count against the Modified Rule 53 Test.
6. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, total
earnings growth by EWG and FUCO Project in the first quarter.
7. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, net
income and revenues of Exelon's EWG and FUCO Projects for the twelve
months ending March 31, 2002.
8. Sale of any Common Stock or Preferred Securities issued by Exelon during
the first quarter of 2002, and the purchase price per share and the
market price per share at the date of the agreement of sale.
During the first quarter of 2002, 674,184 shares of common stock
were issued under various employee compensation plans with a price
range of $43.63 to $53.63 per share. The average price for the
period was $49.86.
9. Options issued or issuable during the quarter.
Exelon granted 3,729,630 stock options in the first quarter of 2002
at an exercise price of $46.93 per share.
10. Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the first quarter of 2002.
11. Guarantees issued.
The following guarantees were issued during the first quarter of 2001:
Name of Parent
Purpose Name of Subsidiary Amount Terms
Exelon Exelon Power Team $30,314,922 12 months
Power trading
and marketing
Exelon Exelon Enterprises 14,047,792 12-36 months
Surety bonds
Exelon Exelon Generation 43,902,034 12-36 months
Surety bonds
12. Exelon indebtedness issued during the first quarter of 2002.
A. Overnight commercial paper issued through Chase Manhattan Bank
on behalf of Exelon during the first quarter. Daily balances
ranged from $200 million to $280 million at an average interest
rate of 2.13%.
13. Amount and terms of any short-term debt issued by any Utility Subsidiary
during the first quarter of 2002.
A. Overnight commercial paper issued through Bank One on behalf of
PECO during the first quarter. Daily balances ranged from $0 to
$115 million at an average interest rate of 1.87%.
B. Overnight commercial paper issued through Chase Manhattan Bank on
behalf of ComEd during the first quarter. Daily balances ranged
from $0 to $50 million at an average interest rate of 2.13%.
B. Contributions to and Loans from the Utility Money Pool: The
activity below reflects a contribution to the money pool by ComEd
of Indiana, Inc. and a loan to Commonwealth Edison Company
(ComEd.)
ComEd of
ComEd Indiana
Daily Interest Interest Interest
Date Balance Rate Expense Income
- ----------------- ----------------- ----------------- ----------------------- ---------------------
28-Dec-01 13,000,000 2.09% 754.72 754.72
29-Dec-01 13,000,000 2.09% 754.72 754.72
30-Dec-01 13,000,000 2.09% 754.72 754.72
31-Dec-01 13,000,000 2.09% 754.72 754.72
----------------------- ---------------------
AVG/Total 2.09% $3,018.89 $3,018.89
======================= =====================
ComEd of
ComEd Indiana
Daily Interest Interest Interest
Date Balance Rate Expense Income
- ----------------- ----------------- ------------- ------------ ---------------------
1-Jan-02 $13,000,000 2.09% $754.72 $754.72
2-Jan-02 $13,000,000 2.09% 754.72 754.72
3-Jan-02 $13,000,000 2.07% 747.50 747.50
4-Jan-02 $13,000,000 2.04% 736.67 736.67
5-Jan-02 $13,000,000 2.04% 736.67 736.67
6-Jan-02 $13,000,000 2.04% 736.67 736.67
7-Jan-02 $13,000,000 2.03% 733.06 733.06
8-Jan-02 $13,000,000 2.02% 729.44 729.44
9-Jan-02 $13,000,000 2.03% 733.06 733.06
10-Jan-02 $13,000,000 2.02% 729.44 729.44
11-Jan-02 $13,000,000 2.01% 725.83 725.83
12-Jan-00 $13,000,000 2.01% 725.83 725.83
13-Jan-02 $13,000,000 2.01% 725.83 725.83
14-Jan-02 $13,000,000 2.00% 722.22 722.22
15-Jan-02 $13,000,000 2.01% 725.83 725.83
16-Jan-02 $13,000,000 1.98% 715.00 715.00
17-Jan-02 $13,000,000 1.93% 696.94 696.94
18-Jan-02 $13,000,000 1.92% 693.33 693.33
19-Jan-02 $13,000,000 1.92% 693.33 693.33
20-Jan-02 $13,000,000 1.92% 693.33 693.33
21-Jan-02 $13,000,000 1.92% 693.33 693.33
22-Jan-02 $13,000,000 1.89% 682.50 682.50
23-Jan-02 $13,000,000 1.90% 686.11 686.11
24-Jan-02 $13,000,000 1.90% 686.11 686.11
25-Jan-02 $13,000,000 1.88% 678.89 678.89
26-Jan-02 $13,000,000 1.88% 678.89 678.89
27-Jan-02 $13,000,000 1.88% 678.89 678.89
28-Jan-02 $13,000,000 1.88% 678.89 678.89
29-Jan-02 $13,000,000 1.88% 678.89 678.89
30-Jan-02 $13,000,000 1.87% 675.28 675.28
31-Jan-02 $13,000,000 1.88% 678.89 678.89
------------ -------------
AVG/Total 1.97% $22,006.11 $22,006.11
============ =============
ComEd of
ComEd Indiana
Daily Interest Interest Interest
Date Balance Rate Expense Income
- ----------------- ----------------- ------------- ------------ ---------------------
1-Feb-02 $13,000,000 1.87% $675.28 $675.28
2-Feb-02 $13,000,000 1.87% 675.28 675.28
3-Feb-02 $13,000,000 1.87% 675.28 675.28
4-Feb-02 $13,000,000 1.86% 671.67 671.67
5-Feb-02 $13,000,000 1.84% 664.44 664.44
6-Feb-02 $13,000,000 1.83% 660.83 660.83
7-Feb-02 $13,000,000 1.83% 660.83 660.83
8-Feb-02 $13,000,000 1.82% 657.22 657.22
9-Feb-02 $13,000,000 1.82% 657.22 657.22
10-Feb-02 $13,000,000 1.82% 657.22 657.22
11-Feb-02 $13,000,000 1.82% 657.22 657.22
12-Feb-02 $13,000,000 1.82% 657.22 657.22
13-Feb-02 $13,000,000 1.82% 657.22 657.22
14-Feb-02 $13,000,000 1.82% 657.22 657.22
15-Feb-02 $13,000,000 1.84% 664.44 664.44
16-Feb-02 $13,000,000 1.84% 664.44 664.44
17-Feb-02 $13,000,000 1.84% 664.44 664.44
18-Feb-02 $13,000,000 1.84% 664.44 664.44
19-Feb-02 $13,000,000 1.82% 657.22 657.22
20-Feb-02 $13,000,000 1.79% 646.39 646.39
21-Feb-02 $13,000,000 1.79% 646.39 646.39
22-Feb-02 $13,000,000 1.78% 642.78 642.78
23-Feb-02 $13,000,000 1.78% 642.78 642.78
24-Feb-02 $13,000,000 1.78% 642.78 642.78
25-Feb-02 $13,000,000 1.77% 639.17 639.17
26-Feb-02 $13,000,000 1.78% 642.78 642.78
27-Feb-02 $13,000,000 1.77% 639.17 639.17
28-Feb-02 $13,000,000 1.75% 631.94 631.94
------------ -------------
AVG/Total 1.82% $18,373.33 $18,373.33
============ =============
ComEd of
ComEd Indiana
Daily Interest Interest Interest
Date Balance Rate Expense Income
- ----------------- ----------------- ------------- ------------ ---------------------
1-Mar-02 $13,000,000 1.74% $628.33 $628.33
2-Mar-02 $13,000,000 1.74% 628.33 628.33
3-Mar-02 $13,000,000 1.74% 628.33 628.33
4-Mar-02 $13,000,000 1.73% 624.72 624.72
5-Mar-02 $13,000,000 1.71% 617.50 617.50
6-Mar-02 $13,000,000 1.72% 621.11 621.11
7-Mar-02 $13,000,000 1.73% 624.72 624.72
8-Mar-02 $20,500,000 1.73% 985.14 985.14
9-Mar-02 $20,500,000 1.73% 985.14 985.14
10-Mar-02 $20,500,000 1.73% 985.14 985.14
11-Mar-02 $20,500,000 1.73% 985.14 985.14
12-Mar-02 $20,500,000 1.73% 985.14 985.14
13-Mar-02 $20,500,000 1.73% 985.14 985.14
14-Mar-02 $20,500,000 1.75% 996.53 996.53
15-Mar-02 $20,500,000 1.75% 996.53 996.53
16-Mar-02 $20,500,000 1.75% 996.53 996.53
17-Mar-02 $20,500,000 1.75% 996.53 996.53
18-Mar-02 $20,500,000 1.75% 996.53 996.53
19-Mar-02 $20,500,000 1.75% 996.53 996.53
20-Mar-02 $20,500,000 1.72% 979.44 979.44
21-Mar-02 $20,500,000 1.73% 985.14 985.14
22-Mar-02 $20,500,000 1.72% 979.44 979.44
23-Mar-02 $20,500,000 1.72% 979.44 979.44
24-Mar-02 $20,500,000 1.72% 979.44 979.44
25-Mar-02 $20,500,000 1.74% 990.83 990.83
26-Mar-02 $20,500,000 1.73% 985.14 985.14
27-Mar-02 $20,500,000 1.73% 985.14 985.14
28-Mar-02 $20,500,000 1.75% 996.53 996.53
29-Mar-02 $20,500,000 1.75% 996.53 996.53
30-Mar-02 $20,500,000 1.75% 996.53 996.53
31-Mar-02 $20,500,000 1.75% 996.53 996.53
AVG/Total 1.74% $28,113.19 $28,113.19
============ =============
14. During the first quarter of 2002, no financings were consummated by any
Non-Utility Subsidiary not exempt under Rule 52.
15. Notional amount and principal terms of any hedge instruments or
anticipatory hedges entered into during the first quarter of 2002 and
parties thereto.
In January 2002, ComEd entered into two fixed-floating interest rate
swaps with Credit Suisse First Boston and JP Morgan. These swaps,
carrying a notional amount of $150 million and $100 million,
respectively, hedge ComEd's future fair value risk associated with the
change in the value of 7.625% Notes, $150 million, due 1/15/07 and
8.25% First Mortgage Bonds, $100 million, due 10/01/06. The terms and
payment structure of the swap are designed to exactly mirror the terms
and the remaining payment structure for the underlying bond. This swap
is designated as a fair value hedge.
In January 2002, ComEd entered into a 10-year forward starting swap
with J. P. Morgan . This forward starting swap, carrying a notional
amount of $125 million, hedged a portion of ComEd's future interest
rate exposure associated with its anticipated issuance of $400 million
in long-term debt in March of 2002. This swap has been designated as a
cash flow hedge in the attempt to minimize the variability of the
future interest expense associated with changes in the 3 month LIBOR
rate.
In February 2002, ComEd entered into 10-year and 5-year forward
starting swaps with Morgan Stanley (in two separate transactions).
These forward starting swaps, carrying a notional amount of $75 million
and $100 million respectively, hedged a portion of ComEd's future
interest rate exposure associated with its issuance of $200 million
reopening in the third quarter of 2002 and a $700 million issuance in
the fourth quarter of 2002 respectively. These swaps have been
designated as cash flow hedges in the attempt to minimize the
variability of the future interest expense associated with changes in
the 3 month LIBOR rate.
16. The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the first quarter of 2002 and
the amount and terms of any securities issued by such subsidiaries during
the quarter.
None.
17. A list of U-6B-2 forms filed with the Commission since the last quarterly
Rule 24 Certificate, including the name of the filing entity and the date
of filing.
None.
18. The consolidated and separate balance sheets of each company that engaged
in jurisdictional financing transactions during the first quarter of
2002.
None.
19. Capital Structure of Exelon and its utility subsidiaries as of March 31,
2002 are as follows (in millions, except percentage data):
Debt 1 Common Equity Preferred Securities of Subsidiaries
Amount Percentage Amount Percentage Amount Percentage
Exelon $14,660 63% $8,051 34% $613 3%
Preferred Stock and Mandatorily Redeemable
Debt 1 Common Equity Preferred Stock of a Subsidiary
Amount Percentage Amount Percentage Amount Percentage
PECO $5,985 91% $356 5% $284 4%
ComEd $6,803 55% $5,124 42% $336 3%
Genco $1,025 26% $2,932 74% - -
PECO Energy
Power Co. - - $128 100% - -
Susquehanna
Power Co. - - $120 100% - -
Susquehanna
Electric Co. - - $(1) 100% - -
1 see definition under Item 3.
20. The consolidated retained earnings analyses of Exelon, ComEd, PECO,
Genco, PECO Energy Power Company, Susquehanna Power Company and
Susquehanna Electric Company are attached as Exhibit B.
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.
None.
22. Additional information.
None
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: May 30, 2002
EXELON CORPORATION
By: /s/ Ruth Ann M. Gillis
Senior Vice President and
Chief Financial Officer
Exhibit B
Page 1 of 1
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $1,200
Net Income 8
Dividends:
Common Stock (141)
Tax benefit on stock options exercised 7
------
Ending Balance $1,073
======
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $270
Net Income 89
Dividends:
Common Stock (85)
Preferred Stock (2)
------
Ending Balance $272
======
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $257
Net Income 129
Dividends:
Common Stock (118)
------
Ending Balance $268
======
Exelon Generation
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $524
Net Income 79
Dividends:
Common Stock 0
------
Ending Balance $603
======
PECO Energy Power Company
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $26
Net Income 3
Dividends:
Common Stock 0
----
Ending Balance $29
====
Susquehanna Power Company
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $23
Net Income 2
Dividends:
Common Stock 0
----
Ending Balance $25
====
Susquehanna Electric Company
Retained Earnings Analysis
For the Quarter Ended March 31, 2002
(In millions)
Beginning Balance $ 0
Net Income (2)
Dividends:
Common Stock 0
----
Ending Balance $ (2)
====