UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-16169
PECO Energy Company Employee Savings Plan
Exelon Corporation Employee Savings Plan
(Full title of the plan)
EXELON CORPORATION
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(Name of the issuer of the securities held pursuant to the plan
And the address of its principal executive offices)
TABLE OF CONTENTS
Page No.
PECO Energy Company Employee Savings Plan
Independent Auditors' Reports 2
Financial Statements:
Statements of Net Assets Available for Benefits,
as of March 31, 2001 and December 31, 2000 4
Statements of Changes in Net Assets Available for
Benefits for the three months ended March 31, 2001
and the year ended December 31, 2000 5
Notes to Financial Statements 6
Exelon Corporation Employee Savings Plan
Independent Auditors' Report 13
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2001 and 2000 14
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 2001 and 2000 15
Notes to Financial Statements 16
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of
December 31, 2001, Schedule H, Part IV, Item 4i, Form 5500 25
Schedule of Transactions in Excess of 5% of the Current Value
of the Plan Assets for the Year Ended December 31, 2001 28
List of Exhibits 29
Signatures 30
Exhibits 31
1
INDEPENDENT AUDITOR'S REPORT
To the Participants and the Compensation Committee of the PECO Energy Company
Employee Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN (the "Plan") as of March 31,
2001, and the related statement of changes in net assets available for benefits
for the three months ended March 31, 2001. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements of the Plan as of December 31, 2000 were audited by other auditors
whose report dated June 29, 2001, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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
March 31, 2001, and the changes in net assets available for benefits for the
three months then ended, in conformity with accounting principles generally
accepted in the United States of America.
WASHINGTON, PITTMAN & McKEEVER, LLC
Chicago, Illinois
June 24, 2002
2
Independent Auditors' Report
To the Participants and the Compensation
Committee of the PECO Energy Company
Employee Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the PECO Energy Company Employee Savings Plan (the "Plan") as of December 31,
2000, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2000. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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, 2000, and the changes in net assets available for benefits for the
year then ended, in conformity with generally accepted accounting principles.
Hill, Taylor LLC
Chicago, Illinois
June 29, 2001
3
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
March 31, December 31,
2001 2000
---------------- ------------------
Assets
Investments, at fair value $ - $777,865,912
---------------- ------------------
Net assets available for benefits $ - $777,865,912
================ ==================
The accompanying Notes to Financial Statements are an integral
part of the above statements.
-4-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND THE YEAR ENDED DECEMBER 31, 2000
Three Months
Ended Year Ended
March 31, December 31,
2001 2000
------------------ -------------------
Additions:
Employee contributions $11,669,746 $34,369,918
Employer contributions 4,621,521 10,823,678
------------------ -------------------
Total contributions 16,291,267 45,193,596
------------------ -------------------
Investment income:
Interest 579,264 3,143,403
Dividends 2,187,303 100,180,002
Net depreciation in fair
value of investments (62,953,838) (127,302,628)
Interest on loan repayments 326,457 1,141,153
------------------ -------------------
Total Investment losses (59,860,814) (22,838,070)
------------------ -------------------
Total additions (43,569,547) 22,355,526
------------------ -------------------
Deductions:
Distributions to participants 13,231,211 57,215,542
------------------ -------------------
Total deductions 13,231,211 57,215,542
------------------ -------------------
Net decrease before transfers (56,800,758) (34,860,016)
Net asset transferred to other plans (721,065,154) -
------------------ -------------------
Net decrease after transfers (777,865,912) (34,860,016)
Net assets available for benefits:
Beginning of year 777,865,912 812,725,928
------------------ -------------------
End of year $ - $777,865,912
================== ===================
The accompanying Notes to Financial Statements are an integral part of the above statements.
-5-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the PECO Energy Company Employee Savings Plan:
The following description of the PECO Energy Company Employee Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
agreement for a complete description of the Plan's provisions.
General - On January 1, 2001, Exelon Corporation became the sponsor of the Plan.
Effective March 30, 2001, the Plan was merged with and into the Commonwealth
Edison Employee Savings and Investment Plan and the resulting Plan was amended
and restated as the Exelon Corporation Employee Savings Plan ("Savings Plans
Merger"). For information about the provisions of the Exelon Corporation
Employee Savings plan, see the plan agreement of the Exelon Corporation Savings
Plan.
The Plan was a trusteed defined contribution plan. The Plan was formed on
January 1, 1984 for the purpose of allowing eligible employees of PECO Energy
Company and certain of its affiliates ("PECO") to reduce their taxable income
pursuant to Section 401(k) of the Internal Revenue Code. The Plan was subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
On October 20, 2000, Exelon Corporation ("Exelon") became the parent corporation
of PECO as a result of the completion of the transactions contemplated by an
Agreement and Plan of Exchange and Merger, as amended, among PECO, Unicom
Corporation, and Exelon.
Effective May 1, 2000, all new employees classified as "regular," "part-time" or
"probationary" became eligible to participate in the Plan immediately. Prior to
May 1, 2000, all employees classified as "regular," "part-time" or
"probationary" became eligible to participate in the Plan upon completion of six
months of service.
Contributions - Prior to the Savings Plans Merger, Plan participants elected to
have PECO make contributions to the Plan on their behalf. Such contributions
were made by authorizing PECO to withhold from the participants' salary an
amount equal to the contribution to be made. Participants could elect to
authorize PECO to contribute from 1% to 17% of their base salary depending upon
their salary level, up to certain IRS limits.
Effective September 1, 2000, PECO's matching contribution increased from 50
cents to one dollar on each dollar of employee contributions up to 5 % of an
employee's base salary. Prior to September 1, 2000, PECO made a matching
contribution of 50 cents on each dollar of employee contributions up to 5 % of
an employee's base salary deposited into the Plan. Under the Plan, employees
were always fully vested on employer contributions.
-6-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. Description of the PECO Energy Company Employee Savings Plan (Continued):
Contributions (Continued)
Fidelity Investments was the Record Keeper and Trustee for the Plan at the time
of the Savings Plans Merger.
Under the Plan, participants could elect that their contributions be invested in
one or more of the following generic categories - Growth, Growth and Income,
Small Capitalization Growth, Equity Income, Money Market/Stable Value,
International, Fixed Income, Balanced Asset Allocation or Company Stock. See
Note 3 - Investments.
Under the Plan, distributions and exchanges could be made on a daily basis
provided the market was open and the request was confirmed by the Record Keeper
prior to 4:00 p.m. EST.
By giving notice to the Plan Record Keeper and subject to rules established by
the Plan Administrator, participants could suspend or change the amount of their
contributions and exchange their investments among the investment funds.
Participant Accounts - Each participant's account was credited with the
participant's contribution, PECO's contribution and an allocation of the Plan's
earning.
Payment of Benefits - Upon termination of service due to death, disability, or
retirement, a participant was entitled to a benefit amount equal to the value of
the participant's account. This benefit could be paid by various methods based
upon certain elections made by the participant pursuant to the provisions of the
Plan. For termination of service for other reasons, a participant could receive
the value of his or her account as a lump-sum distribution.
Participant Loans - Effective March 30, 2001, when the Plan was merged with and
into the Commonwealth Edison Employee Savings and Investment Plan, all
outstanding loan balances of the Plan were transferred to the Commonwealth
Edison Employee Savings and Investment Plan. The terms of the outstanding loans
of the Plan were not altered when transferred to the Commonwealth Edison
Employee Savings and Investment Plan.
The Plan allowed participants to obtain loans. Participants could borrow up to
50% of their account balances subject to a minimum of $500 and a maximum of
$50,000. Outstanding loans have terms of up to 30 years for the purchase of a
primary residence or one to four years for other purposes and bear interest at
rates determined by the Plan Administrator based on similar rates charged by
regional commercial lenders. Outstanding loans are repayable in equal
installments by means of payroll deductions.
-7-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. Description of the PECO Company Employee Savings Plan (Continued):
Participant Loans (Continued)
A participant could not have more than one loan outstanding at any time or take
more than one loan in a plan year.
2. Summary of Significant Accounting Policies:
Basis of Accounting
The Plan follows the accrual method of accounting for recording contributions
from participants and Employers, income from investments, purchases and sales of
investments, and administrative expenses.
Valuation of Investments and Income Recognition
Investments in mutual funds and the Managed Income Portfolio II fund were valued
at the reported net asset value on the last day of the respective reporting
periods. The Fidelity Money market Fund is valued at the cost of contributions
made plus earnings less withdrawals. The Exelon Common Stock Fund is valued
primarily using the closing stock price of Exelon. The insurance contract is a
benefit-responsive guaranteed investment contract and is valued at contract
value. Contract value represents the cost of contributions made under the
contract plus earnings at the contract rate less withdrawals. Purchases and
sales of investments are reflected on a trade-date basis. Dividend income is
recorded when declared payable.
Net Appreciation (Depreciation) in Investments
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation/(depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation/(depreciation) on those investments.
Distributions
Distributions were recorded when paid.
General and Administrative Expenses:
All administrative fees were paid by PECO on behalf of the Plan.
-8-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies (Continued):
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.
Risk and Uncertainties
The Plan provided for various investments options in any combination of stocks,
bonds, fixed income securities, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest rate risk,
market risk and credit risk. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account balances
and the amounts reported in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative
Instruments and Hedging Activities," to establish accounting and reporting
standard for derivatives. SFAS No. 133 was subsequently amended by SFAS No. 137
and SFAS No. 138. These new standards require that all derivatives be recognized
at their fair value depending upon the intended use of the derivative. The Plan
was required to adopt SFAS No. 133, as amended, in fiscal year ended December
31, 2001.
The Plan's utilization of derivative instruments for trading or non-trading
purposes is minimal, and the provisions of these statements are not applied
because the impact on the Plan's financial statements is not material.
3. Investments:
At the time of the Savings Plans Merger, the Plan investments consisted of the
following types of funds:
Growth - The growth mutual funds invested primarily in common stocks of U.S. and
international companies that were considered undervalued or out of favor and
whose products showed potential for improvement. Investments could include any
type of securities that may produce capital growth. The goal of these funds was
to provide capital growth over the long-term.
-9-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Investments (Continued):
Growth and Income - The growth and income mutual fund invested primarily in
common stocks, focusing on larger, more established companies. Investments were
diversified among many different types of companies and industries. The goal of
these funds was to provide capital growth and income over the long-term.
Small Capitalization - The small capitalization growth fund invested primarily
in stocks of companies which had market capitalization of less than $1 billion
at the time of investment. The fund tried to keep at least one-third of its
assets in stocks of companies with market capitalization of $550 million or less
and also invested up to 25% of its assets in foreign securities. This fund's
goal was to provide capital growth over the long-term.
Equity Income - The equity income mutual fund invested primarily in attractively
priced, dividend paying, income-producing equity securities; including common
and preferred stocks, convertible securities, and debt securities (bonds). The
goal of this fund was to invest for capital growth and current income.
Money Market/Stable Value Fund - The money market/stable value fund invested
primarily in investment grade, short-term, U.S. dollar-denominated money market
securities of domestic and foreign issuers. Investments included short-term
corporate obligations, U.S. government obligations, and certificates of deposit.
The goal of this fund was to preserve participants' principal, maintain a stable
price, and provide current income.
International - The international fund invested primarily in common stocks of
companies in developed markets outside the United States. The goal of this fund
was to provide capital growth over the long-term by investing internationally.
Fixed Income Fund - This fund was comprised of both contracted rate investments
through a managed income portfolio as well as insurance contracts. The contract
rate was established at the commencement of the contract and remains fixed
(except for certain conditions) at the rate until maturity. The contract rate
reflected market and other conditions at the commencement of the contract.
Balanced Fund - The balanced fund invested primarily in a diversified mix of
common and preferred stocks, and investment grade bonds. The fund was
diversified among many sectors and industries. The goal of this fund was to
provide regular income, conservation of principal and an opportunity for
long-term growth of principal and income.
-10-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Investments (Continued):
Asset Allocation Fund - The asset allocation funds invested primarily in a blend
of stocks, bonds, and short-term investments based on a target retirement date.
The funds would gradually adopt a more conservative asset allocation over time,
and therefore their target asset allocation percentages would change to become
more conservative. The goal of these funds was to seek to provide a high total
return while preserving principal as the funds approach maturity.
Company Common Stock Fund - This fund invested primarily in Exelon common stock
and a small amount of short-term investments which enabled participants to buy
or sell without the usual trade settlement period of individual stock
transactions. Before Exelon became the parent of PECO, the Company Common Stock
category represented primarily PECO's Common Stock.
As of March 31, 2001 and December 31, 2000, respectively, the Plan held the
following investments, each of which accounted for more than 5% of the total net
assets available for benefits:
March 31, December 31,
Investments 2001 2000
- --------------------------------------------------------------- -------------------
Legg Mason NAV Value Trust Fund $ - $ 275,827,615
Fidelity Contrafund - 178,449,811
Fidelity Fund - 52,138,740
Exelon Common Stock Fund - 49,172,716
Franklin Small Capital Growth Fund - 39,100,637
During the three months ended March 31, 2001 and the year ended December 31,
2000, the Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) depreciated by $62,953,838 and
$127,302,628, respectively as follows:
Three Months Ended
March 31, 2001 Year 2000
----------------------- ----------------------
Mutual Funds $ (59,937,592) $ (152,392,489)
Common Stock (3,016,246) 25,089,861
----------------------- ----------------------
Total $ (62,953,838) $ (127,302,628)
======================= ======================
-11-
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. Plan Termination:
Under the Plan, PECO could terminate the Plan in whole or in part at any time.
Any such termination, partial termination or discontinuance of contributions
could be effected only upon condition that such action was taken as could render
it impossible for any parts of the assets of the Plan to be used for, or
diverted to, purposes other than the exclusive benefit of the Plan participants
and their beneficiaries.
5. Tax Status:
The Internal Revenue Service had determined and informed PECO that the Plan was
qualified under Sections 401(a) and 401(k) of the Internal Revenue Code and that
the Plan was exempt from federal income tax under Section 501(a) by letter dated
April 15, 1995. The Plan had been amended since receiving the original
determination letter, however, PECO believes that the Plan was designed and
operated in compliance with the applicable requirements of the Internal Revenue
Code.
6. Plan Merger:
Effective March 30, 2001, the Plan was merged with and into the Commonwealth
Edison Employee Savings and Investment Plan and the resulting Plan was amended
and restated as the Exelon Corporation Employee Savings Plan. As a result of
this merger, $721,065,154 representing the Plan's net assets as of March 30,
2001 were transferred out as follows:
Exelon Corporation Employee Savings Plan $ 720,059,169
EIS Employee Savings Plan 1,005,985
------------------
$ 721,065,154
==================
-12-
INDEPENDENT AUDITOR'S REPORT
To the Exelon Corporation
Employee Savings Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of the EXELON CORPORATON EMPLOYEE SAVINGS PLAN as of December 31, 2001 and 2000,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. 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 EXELON
CORPORATION EMPLOYEE SAVINGS PLAN as of December 31, 2001 and 2000, and the
changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, and reportable transactions as of and for the year
ended December 31, 2001, are presented for purposes 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, as amended. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules 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.
WASHINGTON, PITTMAN & McKEEVER, LLC
Chicago, Illinois
June 24, 2002
-13-
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
2001 2000
---------------------------- ---------------------------
ASSETS
INVESTMENTS, AT CURRENT VALUE:
Exelon Corporation Common Stock $ 111,985,000.00 $ 102,220,705.00
Registered Investment Companies 1,367,959,036 887,529,219
Collective Institutional Investment Trust Funds 463,610,119 344,030,149
Guaranteed Investment Contracts 148,311,143 174,645,495
Participant Loans 64,150,587 46,322,514
---------------------------- ---------------------------
Total Investments 2,156,015,885 1,554,748,082
---------------------------- ---------------------------
RECEIVABLES:
Employer Contributions - 49,627
Employee Contributions - 91,836
Accrued Dividends and Interest 1,873 8,561
Due from Broker for Securities Sold 288,890 -
Other Receivables 130,440 92,251
---------------------------- ---------------------------
421,203 242,275
---------------------------- ---------------------------
TOTAL ASSETS $ 2,156,437,088 $ 1,554,990,357
---------------------------- ---------------------------
LIABILITIES
Due to Broker for Securities Purchased $ - $ 590,195
Accrued Administrative Expenses and Other
Liabilities 540,924 358,411
---------------------------- ---------------------------
TOTAL LIABILITIES 540,924 948,606
---------------------------- ---------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,155,896,164 $ 1,554,041,751
============================ ===========================
The accompanying Notes to Financial Statements are an integral part of the above statements.
14
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
----------------------- ------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME:
Dividends on Unicom Corporation
Common Stock $ 3,936,916 $ 2,059,564
Income from Investment in Group, Mutual and
Collective Investment Trust Funds 46,040,616 92,133,671
Income from Participant Loans 5,078,979 3,892,796
----------------------- ------------------------
Total Investment Income $ 55,056,511 $ 98,086,031
----------------------- ------------------------
Net Realized (Loss)Gain on Investments (73,327,970) 49,484,160
Net Unrealized Depreciation of Investments (147,703,664) (128,934,630)
----------------------- ------------------------
NET DEPRECIATION OF INVESTMENTS (221,031,634) (79,450,470)
----------------------- ------------------------
CONTRIBUTIONS:
Participants 96,543,087 65,007,062
Employers 50,582,679 31,102,322
Rollovers 6,522,082 3,329,015
----------------------- ------------------------
Total Contributions 153,647,848 99,438,399
----------------------- ------------------------
TOTAL ADDITIONS $ (12,327,275) $ 118,073,960
----------------------- ------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS BY PARTICIPANTS $ 105,341,526 $ 95,385,363
DIVIDEND DISTRIBUTIONS 3,936,916 2,059,564
ADMINISTRATIVE EXPENSES 1,032,875 1,074,990
----------------------- ------------------------
TOTAL DEDUCTIONS $ 110,311,317 $ 98,519,917
----------------------- ------------------------
NET (DECREASE) INCREASE BEFORE TRANSFERS (122,638,592) 19,554,043
ASSETS TRANSFERRED FROM OTHER PLANS 724,493,005 -
ASSETS TRANSFERRED TO OTHER PLANS - (97,706,021)
----------------------- ------------------------
NET INCREASE (DECREASE) AFTER TRANSFERS 601,854,413 (78,151,978)
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 1,554,041,751 1,632,193,729
----------------------- ------------------------
END OF YEAR $ 2,155,896,164 $ 1,554,041,751
======================= ========================
The accompanying Notes to Financial Statements are an integral part of the above statements.
15
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Description of Plan. The following description of the Exelon Corporation
Employee Savings Plan (the "Plan") is provided for general information purposes
only. The official text of the Plan, as amended, should be read for more
complete information.
a. General. The Plan was established by Commonwealth Edison
Company, effective March 1, 1983, to provide a systematic savings program for
eligible employees and to supplement such savings with Employer contributions.
On March 30, 2001 the Commonwealth Edison Employee Savings and Investment Plan
was combined with the PECO Energy Company Employee Savings Plan to become the
Exelon Corporation Employee Savings Plan. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and
the Internal Revenue Code of 1986, as amended (the "Code").
The Plan provides that any regular employee of Exelon Corporation
(the "Corporation") and any other affiliated company that adopts the Plan with
the consent of the Corporation, is eligible to elect to participate in the Plan.
There were 24,532 and 17,075 participants in the Plan at December 31, 2001 and
2000, respectively.
The Corporation is the administrator of the Plan and has the sole
authority to appoint and remove members of the Plan Committee, the Trustee, and
any investment manager which may be provided for under the Trust. The Plan
Committee has the responsibility for day-to-day administration of the Plan.
Fidelity Management Trust Company is the Plan Trustee and Fidelity Investments
Institutional Operations Company, Inc. is the Plan recordkeeper.
b. Contributions. The Plan permits management employees to
contribute between 1% and 20% of their normal base pay each pay period on a
pre-tax basis, an after-tax basis or a combination of the two. For Exelon
subsidiaries that have adopted the Plan on behalf of their management employees,
the company matches contributions at a rate of 100% of the first 5% of
contributions (whether pre-tax or after-tax).
The Plan permits union-represented employees to contribute between
1% and 15% of the sum of their normal base pay plus certain overtime on a
pre-tax basis and between 1% and 10% on an after-tax basis. Although the Plan
permits contributions of up to 15% of base pay on a pre-tax basis and up to 10%
of base pay on an after-tax basis, the combined maximum employee contributions
may not exceed 20%. For Exelon subsidiaries that have adopted the Plan on behalf
of their union employees, the company matches contributions at a rate of 100% of
the first 2% contributed, 84% of the following 1% contributed, 83% of the
following 2% contributed, and 25% of the following 1% contributed.
c. Investment Options. The Plan investments are fully participant
directed. The investment options provided under the Plan are described as
follows:
The Exelon Corporation Stock Fund seeks to increase the value of
each account over the long term by investing in Exelon Corporation Stock. The
Fund invests in Exelon stock as well as short-term investments. The amount of
the short-term investments is based upon a target established by the plan
sponsor, but the actual amount of short term investments on any given business
day will vary with the amount of cash awaiting investment and participant
activity of the fund (contributions, redemptions, exchanges, and withdrawals).
16
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Diversified Fund is invested in the Multi-Asset Portfolio Fund
of the Brinson Trust Company, which invests primarily in corporate equity
securities and corporate and U. S. government debt securities. Investments by
the Multi-Asset Portfolio, a collective investment fund, may also be made in
other appropriate investments, including, but not limited to, real estate,
foreign securities, venture capital opportunities and emerging markets.
The Managed Income Fund is invested primarily in one or more
investment contracts issued by either one or more insurance carriers, banks or
trust companies. The investment contracts will stipulate rates of return to be
credited to funds invested in the contracts for specified periods of time. Some
synthetic contracts ("wrappers") provide that the fund may invest in fixed
income securities and bond funds including, but not limited to, U.S. Treasury
bonds; investment grade corporate bonds; agency-, mortgage-, and asset-backed
securities; and U.S. obligations of domestic and foreign corporations and banks.
The actual rate of return of the fund will depend on the weighted average return
of all the contracts in which such amounts are invested, and is determined by
the level of contributions to, and withdrawals from, the fund.
The Fidelity U.S. Equity Index Commingled Pool is invested
primarily to perform as closely as possible to the Standard and Poor's 500 Stock
Price Index. This pooled investment is managed by Fidelity Management Trust
Company.
The Fidelity Magellan Fund is a mutual fund invested primarily in
a diversified portfolio of common and preferred stocks of all types of domestic
and foreign companies.
The Fidelity Growth Company Fund is a mutual fund invested
primarily in common stock of companies with earnings or gross sales that
indicate the possibility for above-average growth. These may be companies of any
size and may include newly established companies and less well-known companies
in emerging areas of the economy.
The Fidelity Low-Priced Stock Fund is a growth mutual fund. It
seeks capital appreciation; invests mainly in U.S. and foreign low-priced stocks
that may be undervalued, overlooked or out of favor. Generally, "low-priced" is
considered $25 or less at time of purchase. These often are stocks of smaller,
less well-known companies. This fund has a redemption fee of 1.5% on shares held
less than 90 days.
The Fidelity Dividend Growth Fund is a growth mutual fund which
seeks capital growth. This fund looks for growth opportunities in companies that
have the potential for increasing their dividends or for commencing dividend
payouts, if none are currently paid. This fund invests mainly in common and
preferred stocks and securities convertible into common stocks.
The Fidelity Freedom Funds are asset allocation funds designed for
investors who want a simple approach to investing for retirement by investing in
a collection of other Fidelity mutual funds. Each Freedom Fund invests in a
combination of underlying Fidelity stock, bond, and money market mutual funds.
The allocation strategy among the underlying stock, bond, and money market
mutual funds contained in each Freedom Fund with a target retirement date is
based on the number of years until your anticipated retirement.
For the funds with a target retirement date, the mix of
underlying funds will gradually become more conservative over time. Strategic
Advisers Inc. manages the Fidelity Freedom Funds.
17
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fidelity Freedom Income Fund seeks high current income and, as
a secondary objective, some capital appreciation for those already in
retirement. It invests approximately 20% in Fidelity stock mutual funds,
approximately 40% in Fidelity bond mutual funds, and approximately 40% in
Fidelity money market mutual funds.
The Fidelity Freedom 2000 Fund seeks high total returns for those
planning to retire in approximately 1-10 years. It initially invests
approximately 27% in Fidelity stock mutual funds, approximately 42% in Fidelity
bond mutual funds, and approximately 31% in Fidelity money market mutual funds.
The Fidelity Freedom 2010 Fund seeks high total returns for those
planning to retire in approximately 10 years. It initially invests approximately
47% in Fidelity stock mutual funds, approximately 44% in Fidelity bond mutual
funds, and approximately 9% in Fidelity money market mutual funds.
The Fidelity Freedom 2020 Fund seeks high total returns for those
planning to retire in approximately 20 years. It initially invests approximately
71% in Fidelity stock mutual funds and approximately 29% in Fidelity bond mutual
funds.
The Fidelity Freedom 2030 Fund seeks high total returns for those
planning to retire in approximately 30 years. It initially invests approximately
83% in Fidelity stock mutual funds and approximately 17% in Fidelity bond mutual
funds.
The Fidelity Freedom 2040 Fund seeks high total returns for those
planning to retire in approximately 40 years. It initially invests approximately
90% in Fidelity stock mutual funds and approximately 10% in Fidelity bond mutual
funds.
The Morgan Stanley Dean Witter Institutional Fund, Inc.-
International Equity Portfolio (Class A) is a growth-oriented mutual fund that
invests in stocks of companies domiciled outside the U.S. It tries to increase
the value of investments over the long term through growth of capital by
investing primarily in equity securities of companies domiciled in developed
markets outside of the United States. The fund is managed by Morgan Stanley Dean
Witter Investment Management Inc.
The Franklin Small-Mid Cap Growth Fund - Class A is a growth
mutual fund that invests at least 80% of its total of its total assets in the
equity securities of U.S. small capitalization companies and in the equity
securities of U.S. mid capitalization companies. For this Fund, mid-cap
companies are those companies with market capitalization values not exceeding
$8.5 billion and small cap companies are those with market cap values not
exceeding: 1) $1.5 billion: or 2) the highest market cap value in the Russell
2000 Index: whichever is greater, at the time of purchase.
The Legg Mason Value Trust Institutional Shares is a large-cap
equity mutual fund which uses the value approach to investing. This Fund invests
in stocks that the advisor believes are undervalued, and therefore offer
above-average potential for capital appreciation.
The Fidelity Retirement Money Market Portfolio Fund is a money
market mutual fund that seeks to provide a high level of current income that is
consistent with the preservation of capital and liquidity. This fund invests in
U.S. dollar denominated money market securities and repurchase agreements for
those securities, and may enter into reverse repurchase agreements.
18
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The White Oak Growth Stock Portfolio is a growth mutual fund with
the goal to increase the value of investments over the long term through capital
growth. This Fund invests primarily in large sized companies with market
capitalizations greater than $5 billion. The Fund may also invest in securities
of smaller companies if it believes that such securities of smaller companies
offer comparable investment opportunities.
The PIMCO Total Return Fund (Institutional Class) is an income
mutual fund with the goal to provide a high total return that exceeds general
bond market indices. The Fund invests in all types of bonds, including U.S.
government, corporate, mortgage and foreign. While the Fund maintains an average
portfolio duration of three to six years (approximately equal to an average
maturity of 5 to 12 years), investments may also include short- and
long-maturity bonds.
The T.Rowe Price Capital Appreciation Fund is a growth mutual fund
that seeks to maximize long-term capital appreciation by investing primarily in
equities. The Fund invests primarily in common stocks and the fund may hold
fixed income and other securities to help preserve principal value in uncertain
declining markets. The Fund invests primarily in the common stocks of
established U.S. companies believed to have above-average potential for capital
growth.
The T.Rowe Price High Yield Fund is an income mutual fund with the
goal to provide high current income and, secondarily, capital appreciation. The
Fund normally invests in at least 80% of its total assets in a diversified
portfolio of high-yield corporate, or "junk" bonds, income producing convertible
securities, and preferred stocks. The dollar-weighted average maturity generally
is expected to be in the 8 to 12 year range.
The Fidelity Contrafund is a growth mutual fund that seeks to
provide capital appreciation. The Fund invests primarily in common stocks of
domestic and foreign issuers. The Fund invests in securities of companies whose
value the manager believes is not fully recognized by the public.
d. Discontinued Funds. The following funds were discontinued as of
March 30, 2001: Stated Return Fund, MAS High Yield Portfolio Fund (Advisor
Class), Fidelity Intermediate Bond Fund, PIMCO Total Return Fund (Administrative
Class), Fidelity Puritan Fund, Fidelity Fund, and Fidelity Asset Manager Fund.
The assets were transferred to the various funds described above.
e. Participant Loans. A participant may, upon application, borrow
from the Plan. Only one loan is permitted to a participant in any calendar year
(with a maximum of five loans outstanding at any time) and the loan shall not be
less than $1,000. The aggregate amount of all outstanding loans may not exceed
the lesser of (i) 50% of a participant's vested balance in the Plan or, (ii)
$50,000 minus the excess of the highest outstanding balance of all loans from
the Plan to the participant during the previous 12-month period over the
outstanding balance of all loans from the Plan to the participant on the day the
loan is made. For a general purpose loan, the maximum period is five years. For
a home loan the maximum term is fifteen years, and the minimum is five years.
The interest rate on all loans is the prime rate for commercial loans plus 1%.
No lump-sum or installment distribution from the Plan will be made to a
participant who has received a loan, or to a beneficiary of any such
participant, until the loan, including interest, has been repaid out of the
funds otherwise distributable.
f. Vesting of Participants' Accounts. A participant's After-Tax
Contributions Account, Before-Tax Contributions Account, Employer Matching
Contributions Account, and Rollover Account are fully vested at all times.
19
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
g. Withdrawals by Participants While Employed. A participant may
withdraw up to the entire balance of the participant's After-Tax Contributions
Account once each calendar year. After making such a withdrawal, the participant
must wait six months before making a new election to resume contributions to the
Plan. A participant may also withdraw up to an amount equal to the balance in
his Rollover Account.
A participant may make withdrawals from the participant's
Before-Tax Contributions, but only if the participant has attained age 59-1/2
or, prior to that age, only in an amount required to alleviate financial
hardship as defined in the Code and regulations thereunder. Financial hardship
withdrawals from a Before-Tax Contributions Account suspend the participant's
right to make contributions to the Plan for six months.
While any loan to the participant remains outstanding, the amount
available for withdrawal shall be the balance in such Account less the balance
of all outstanding loans.
h. Distributions upon Termination of Employment. Upon termination
of employment, retirement, total disability or death of a participant,
distribution of the balances of the participant's After-Tax Contributions
Account, Before-Tax Contributions Account, Rollover Account and the vested
portion of the Employer Matching Contributions Account is made to the
participant or, in the event of the participant's death, to the participant's
designated beneficiary or beneficiaries. Such distribution will be made, as
elected by the participant, in the form of either a lump-sum payment or in
substantially equal annual installments over a period not exceeding the lesser
of 15 years or the life expectancy of the participant or beneficiary, as the
case may be. A participant may elect to defer distributions until age 70-1/2. If
the value of a participant's account is greater than $5,000 the participant can
leave their account in the plan. Distributions will be taxed as ordinary income
in the year withdrawn and may also be subject to an early withdrawal penalty if
taken before age 59 1/2, unless eligible rollover distributions are rolled over
to another qualified plan or an IRA. A 20% mandatory federal income tax
withholding applies to withdrawals that are eligible for rollover, but which are
not directly rolled over to another qualified plan or an IRA.
i. Administrative Expenses. Administrative Expenses for
recordkeeping services as well as trustee services, which include custodial,
administrative and fiduciary services, and professional fees, are paid out of
the Plan assets.
(2) Summary of Significant Accounting Policies. The significant accounting
policies followed by the Plan are as follows:
a. General. The Plan follows the accrual method of accounting for
recording contributions from participants and Employers, income from
investments, purchases and sales of investments, and administrative expenses.
b. Use of Estimates. The preparation of financial statements in
conformity with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.
20
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
c. Investment Valuation and Income Recognition. Guaranteed
investment contracts are fully benefit responsive and are reported at contract
value, which is cost plus accrued interest; for synthetic investment contracts,
contract value is equal to the fair value of the collateral plus the benefit
responsive wrap value.
Investments in Exelon Corporation Common Stock are valued at the
closing sales price as reported on New York Stock Exchange.
Short-term investments held by various institutional funds of the
Brinson Trust are stated at cost which approximates current value. Investments
in certain of the various funds that make up the Brinson Multi-Asset Portfolio
are valued at the latest reported sale price on the valuation date used for
securities traded on United States and foreign stock exchanges. Investments
valued in foreign currencies are converted into U.S. dollars based on quoted
foreign exchange rates on that date and are valued at the latest quoted bid
price or at estimated current value as determined by the fund trustee.
Investments of registered securities are valued at the last sale
price, or if no sale price, at the closing bid price. Securities for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the Board
of Trustees. Short-term securities maturing within sixty days of their purchase
date are valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.
d. Recent Accounting Pronouncements. In June 1998, the Financial
Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," to establish accounting and
reporting standards for derivatives. SFAS No. 133 was subsequently amended by
SFAS No. 137 and SFAS No. 138. These new standards require that all derivatives
be recognized at their fair value as either assets or liabilities on the balance
sheet and specify the accounting for changes in fair value depending upon the
intended use of the derivative. The Plan was required to adopt SFAS No. 133, as
amended, in the fiscal year ended December 31, 2001.
The Plan's utilization of derivative instruments for trading or
non-trading purposes is minimal, and the provisions of these statements are not
applied because the impact on the Plan's financial statement is not material.
(3) Net Appreciation/Depreciation of Investments.
a. Net Unrealized Appreciation or Depreciation in Current Value of
Investments. The net unrealized appreciation or depreciation in the current
value of investments is the difference in the current value of investments at
the end of the year and the current value of investments at the beginning of the
year less the cost of investments which were acquired during the year plus the
current value at the beginning of the year (or the cost if acquired during the
year) of assets sold during the year.
21
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
b. Realized Gain or Loss on Investments. For investments held at
the beginning of the year and sold during the year, the difference between the
proceeds received and the current value at the beginning of the year is the net
realized gain or loss on the sale. For investments purchased during the year and
sold during the year, the difference between the proceeds received and the cost
at the date of purchase is the net realized gain or loss on the sale.
c. Net Appreciation/Depreciation in 2001 and 2000. During 2001
and 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated/depreciated in
value as follows:
2001 2000
----------------------- -----------------------
Exelon/Unicom Corporation Common Stock $(149,279,285) $ 49,733,980
Registered Investment Companies (150,433,690) (121,659,394)
Collective Funds (21,318,659) (7,525,056)
------------ -----------
$ (221,031,634) $ (79,450,470)
======================= =======================
(4) Investments. The current values of the Plan's investments at December 31,
2001 and 2000, which represent 5% or more of the Plan's net assets, are
summarized as follows:
2001 2000
----------------------- -----------------------
Managed Income Fund $278,685,762 $ 180,703,147
Brinson Trust Company Collective Investment
Trusts, Multi-Asset Portfolio Fund 167,140,136 159,777,555
Exelon Corporation Common Stock 112,994,136 104,082,257
Fidelity Magellan Fund 193,440,584 224,938,176
Fidelity Growth Company Fund 243,554,370 355,738,362
Fidelity U.S. Equity Index Commingled Pool Fund 165,086,228 176,333,390
Fidelity Dividend Growth Fund 141,508,736 -
Legg Mason Value Trust Institutional Shares 249,075,664 -
Fidelity Contra Fund 148,202,380 -
(5) Investment Contracts. In 2001 and prior years, the Plan entered into several
benefit-responsive investment contracts with various insurance companies and
other financial institutions. The contract providers maintain the contributions
in a general account. Some investment contracts are purchased in conjunction
with the investment by the Plan in fixed-income securities. Investment contracts
provide for the payment of a specified rate of interest. The account is credited
with earnings at the specified rate and charged for participant withdrawals and
administrative expenses. The contracts are included in the financial statements
at contract value, as reported to the Plan by the contract providers. Contract
value represents contributions made under the contract, plus earnings, less
participant withdrawals and administrative expenses. Plan participants may
ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value.
There are no reserves against contract value for credit risk of
the contract issuer or otherwise. The weighted average yield for all such
contracts were approximately 5.9 percent and 5.9
22
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
percent for 2001 and 2000, respectively. The crediting interest rate generally
cannot be less than the contract rate.
(6) Investments in Derivative Financial Instruments. The Multi-Asset Portfolio
Fund and some of the other Brinson Trust funds in which it invests participate
in various equity index futures contracts and foreign currency contracts. The
assets of this fund are invested as follows: cash and cash equivalent 0.1%,
59.3% equities, 22% bonds, 9.5% real estate, 2.7% derivatives, and 6.4% venture
capital. A futures contract, is an agreement involving the delivery of a
particular asset on a specified future date at an agreed upon price. Risks of
entering into futures contracts include the possibility that there may be an
illiquid market and that changes in the value of the contracts may not correlate
with changes in the value of the underlying securities. Open futures contracts
are valued at the settlement price established each day on the exchange on which
they are traded. These contracts are marked to market daily with the resulting
gain or loss included in the net realized gain or loss from futures contracts.
A forward exchange contract is a commitment to purchase or sell a
foreign currency at a future date at a negotiated forward rate. Risks associated
with such contracts include movement in the value of the foreign currency
relative to the U.S. dollar and the ability of the counterparty to perform. The
contracts are valued at foreign exchange rates, and the changes in value of open
contracts are recognized as unrealized appreciation/depreciation. The realized
gain or loss on forward currency contracts represents the difference between the
value of the original contracts and the closing value of such contracts.
Similarly, some or all of the Fidelity funds and the Morgan
Stanley Dean Witter International Equity Portfolio may use (1) foreign currency
contracts to facilitate transactions in foreign securities and to manage the
fund's currency exposure and (2) futures and options contracts to manage its
exposure to the stock and bond markets and to fluctuations in the interest rates
and currency values. Such funds also may invest in indexed securities whose
values are linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other underlying instruments.
(7) Income Tax Status. The Internal Revenue Service ("IRS") has issued a
determination letter that the Plan, as amended and restated January 1, 1995, is
a qualified defined contribution plan under Section 401(a) of the Code and
qualifies as an employee stock ownership plan, that the cash or deferred
arrangement is qualified under Section 401(k) of the Code, and that the Trust,
as in effect as of the amendments of January 1, 1995, is a qualified trust
exempt from federal income tax under Section 501(a) of the Code. Although the
Plan has been amended since receiving the determination letter, the Plan's tax
counsel believes that the Plan continues to be in compliance with the applicable
requirements of the Code for qualified status.
(8) Plan Amendments. Effective April 1, 2000 the plan was amended to 1)
incorporate a special matching contribution rate for employees of Unicom
Mechanical Services, Inc. or any or its subsidiaries which have adopted the Plan
2) exclude from eligibility for matching contributions certain "part-time
regular employees" who were members of IBEW Local 15.
(9) Plan Termination. The Plan may be amended, modified or terminated by the
Company at any time, subject to certain rights of participants under the Plan.
The Plan may also be terminated if the Plan is disqualified by the IRS.
Termination of the Plan with respect to a participating employer may occur if
there is no successor employer in the event of dissolution, merger,
consolidation or
23
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
reorganization of such employer company. In the event of full or partial
termination of the Plan, assets of affected participants of the terminating
employer or employers shall remain 100% vested and distributable at fair market
value in the form of cash, securities or annuity contracts, in accordance with
the provisions of the Plan.
(10) Plan Mergers. Effective March 30, 2001, the net assets of the following
plans were merged with and into the Plan:
PECO Energy Company Employee Savings Plan $ 720,059,169
Bumler Heating and Specialties, Inc. 401(K) Profit Sharing
And Savings Plan 1,426,975
Midwest Mechanical 401(k) Profit Sharing and Savings Plan 2,784,099
V.A. Smith Company 401(k) Profit Sharing and Savings Plan 222,762
---------------------
$ 724,493,005
=====================
In 2000, the following assets in the Plan related to employees of the following
Commonwealth Edison Company units were transferred out of the Plan as follows:
ComEd Fossil Generation Unit $ 93,422,624
Cotter Corporation 4,283,397
---------------------
$ 97,706,021
=====================
24
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
---------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS
* 6,176,051 shares Exelon Corporation Common Stock $ 110,087,682 $ 111,985,000
------------------------------------
COLLECTIVE FUNDS
* 149,102 units Brinson Trust Company Collective Investment
Trusts, Multi-Asset Portfolio Fund $ 104,532,188 $ 167,140,135
* 4,891,444 units Fidelity U.S. Equity Index Commingled Pool 130,777,057 165,086,227
* 131,383,755 units Fidelity Institutional Cash Portfolio 131,383,757 131,383,757
------------------------------------
$ 366,693,002 $ 463,610,119
------------------------------------
REGISTERED INVESTMENT COMPANIES
* 1,856,079 shares Fidelity Magellan Fund $ 193,791,905 $ 193,440,582
* 3,465,101 shares Fidelity Contrafund 147,988,055 148,202,381
* 4,576,369 shares Fidelity Growth Company Fund 278,015,421 243,554,371
* 1,753,604 shares Fidelity Low-Priced Stock Fund 43,479,269 48,083,836
* 4,995,013 shares Fidelity Dividend Growth Fund 139,387,969 141,508,735
* 343,568 shares Fidelity Freedom Income Fund 3,776,523 3,755,199
* 605,869 shares Fidelity Freedom 2000 Fund 7,189,968 6,979,616
* 2,170,753 shares Fidelity Freedom 2010 Fund 28,637,434 27,373,193
* 2,292,419 shares Fidelity Freedom 2020 Fund 30,887,401 28,838,632
* 1,218,249 shares Fidelity Freedom 2030 Fund 17,247,312 15,301,207
* 43,511,294 shares Fidelity Retirement Money Market 43,511,294 43,511,294
* 68,599 shares Fidelity Freedom 2040 Fund 521,573 506,946
* 6,142,701 shares PIMCO Total Return Fund (Administrative Class) 64,947,744 64,252,652
* 3,992,229 shares TRP Capital Appreciation Fund 57,917,581 58,446,233
* 431,420 shares TRP High Yield Fund 2,986,093 2,877,569
* 2,545,727 shares Morgan Stanley International Equity Portfolio A 45,836,822 39,687,881
* 977,733 shares Franklin Small MidCap Growth A 29,222,112 30,475,941
* 4,705,756 shares LM Value Trust Inst. 265,003,985 249,075,665
* 574,586 shares White Oak Growth Stock 23,841,009 22,087,103
------------------------------------
$ 1,424,189,470 $ 1,367,959,036
------------------------------------
GUARANTEED INVESTMENT CONTRACTS
CDC Capital
Guaranteed Investment Contract
2,507,877 units 5.62% , Matures 12-10-2003 2,507,877 2,507,877
AIG Financial Products
Synthetic Investment Contract (Asset Backed)
1,354,901 units Green Tree Mfd. Housing 1998-3 A5, 6.24%, Matures 03-01-2005 1,354,901 1,354,901
Chase Manhattan
Synthetic Investment Contracts (Asset Backed)
2,576,309 units Americredit 1999-A A4 5.37%, Matures 02-05-2004 2,576,309 2,576,309
3,020,720 units Dayton Hudson Master Trust 1998-1 A, 5.58%, Matures 07-25-2003 3,020,720 3,020,720
25
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
---------------------------------------------------------------------------------------------------------------------------------
2,308,526 units FannieMae GLBL, 4.75%, Matures 03-15-2004 2,308,526 2,308,526
2,519,765 units General Electric MTN 6.29%, Matures 11-18-2002 2,519,765 2,519,765
3,686,194 units National Westminster BC 7.01%, Matures 11-17-2003 3,686,194 3,686,194
Deutsche Bank
Synthetic Investment Contracts (Asset Backed)
2,927,843 units FHLMC 1626-PH 7.13%, Matures 11-15-2002 2,927,843 2,927,843
937,248 units FHR 1522 HB 5.86%, Matures 03-15-2004 937,248 937,248
1,618,943 units GMAC CARAT 99-1 (A3), 5.00%, Matures 08-15-2002 1,618,943 1,618,943
Monumental Life Insurance Company
Synthetic Investment Contracts (Asset Backed)
706,071 units Chase Manhattan Auto Tr. 1998-B A4, 5.66%, Matures 10-15-2002 706,071 706,071
3,004,384 units First USA Credit Card 1998-9 A, 5.34%, Matures 01-19-2004 3,004,384 3,004,384
382,490 units FN93 1992-E .90%, Matures 11-25-2002 382,490 382,490
823,635 units FN93 1993-210 5.74%, Matures 11-25-2002 823,635 823,635
786,457 units PHMS 1993-48 A3 6.32%, Matures 09-25-2003 786,457 786,457
438,766 units Sears Credit Account Master Trust 1996-1 A, 6.28%, Matures 03-15-2002 438,766 438,766
Morgan Guaranty
Synthetic Investment Contracts (Asset Backed)
3,524,509 units CIT Marine 99-A A3, 5.73%, Matures 04-17-2006 3,524,509 3,524,509
1,928,081 units FH 1388 H 6.41%, Matures 03-15-2005 1,928,081 1,928,081
3,033,428 units FH 1601 PH 5.58%, Matures 10-17-2005 3,033,428 3,033,428
1,645,195 units FH 1712-PG 6.48%, Matures 09-16-2002 1,645,195 1,645,195
3,506,543 units FHR 1587 L 6.68%, Matures 07-15-2004 3,506,543 3,506,543
3,502,473 units JC Penney Master Trust E A, 5.65%, Matures 11-17-2003 3,502,473 3,502,473
Rabo Bank
Synthetic Investment Contracts (Asset Backed)
3,037,941 units FH 1798 A 5.67%, Matures 11-15-2006 3,037,941 3,037,941
State Street Bank
Synthetic Investment Contracts (Asset Backed)
1,002,610 units American Express Master Trust 1998-1 A, 5.97%, Matures 05-15-2003 1,002,610 1,002,610
1,125,285 units FHR 1661 PG 5.71%, Matures 04-15-2003 1,125,285 1,125,285
2,728,005 units NEWCOURT 1998-2 (A4), 5.49%, Matures 02-18-2003 2,728,005 2,728,005
1,814,133 units Premier Auto Trust 1998-4, 5.85%, Matures 07-08-2002 1,814,133 1,814,133
UBS AG
Synthetic Investment Contracts (Asset Backed)
2,006,113 units Arcadia Auto Trust 1998-A A5, 6.10%, Matures 12-15-2003 2,006,113 2,006,113
3,032,628 units FEDHMLN , 5.01%, Matures 03-17-2003 3,032,628 3,032,628
3,056,973 units FEDHMLN , 4.29%, Matures 03-17-2003 3,056,973 3,056,973
3,541,906 units FEDHMLN , 4.91%, Matures 03-17-2003 3,541,906 3,541,906
4,088,710 units MBNA 97-1 (A), 5.84%, Matures 08-16-2004 4,088,710 4,088,710
Westdeutsche Landesbank
Synthetic Investment Contract (Asset Backed)
4,005,695 units American Express 99-1 A, 5.71%, Matures 04-15-2004 4,005,695 4,005,695
3,408,303 units MSC 1999-CAM1 A2 6.92%, Matures 11-17-2008 3,408,303 3,408,303
CDC Capital
17,179,074 units Synthetic Investment Contracts (Global Wrap) 7.56% 17,179,074 17,179,074
26
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
---------------------------------------------------------------------------------------------------------------------------------
Chase Manhattan
17,181,717 units Synthetic Investment Contracts (Global Wrap) 7.55% 17,181,717 17,181,717
Monumental Life Insurance
17,180,862 units Synthetic Investment Contracts (Global Wrap) 7.56% 17,180,862 17,180,862
Westdeutsche Landesbank
17,180,830 units Synthetic Investment Contract (Global Wrap) 7.56% 17,180,830 17,180,830
------------------------------------
$ 148,311,143 $ 148,311,143
------------------------------------
LOANS
Participant Loans ( 8.50% - 10.50%) $ - $ 64,150,587
------------------------------------
Total Investments $ 2,049,281,297 $ 2,156,015,885
====================================
* A party-in-interest to the Plan.
27
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
SCHEDULE OF TRANSACTIONS IN EXCESS OF 5%
OF THE CURRENT VALUE OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2001
Purchases Sales
-------------------------------------- --------------------------------------------------------------
Description Purchase Current Cost of Selling Current Net
of Asset Number Price Value Number Security Price Value Gains (Losses)
- -------------------------------------------------- --------------------------------------------------------------
** NO REPORTABLE TRANSACTIONS **
28
List of Exhibits
Exhibit No. Description
PECO Energy Company Employee Savings Plan
23.1 Consent of Independent Public Accountants
23.2 Consent of Independent Accountants
Exelon Corporation Employee Savings Plan
23.3 Consent of Independent Public Accountants
29
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 27, 2002 PECO Energy Employee Savings Plan
Exelon Corporation Employee Savings Plan
/s/ Ruth Ann M. Gillis
------------------------------
Ruth Ann M. Gillis
Chairman, Plan Committee
30
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.'s 333-37082; 333-49780) of Exelon Corporation of our
report dated June 24, 2002, pertaining to the financial statements of the PECO
Energy Company Employee Savings Plan, which appears in this Form 11-K.
Washington, Pittman & McKeever, LLC
Chicago, Illinois
June 24, 2002
31
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.'s 333-37082; 333-49780) of Exelon Corporation of our
report dated June 29, 2001, pertaining to the financial statements of the PECO
Energy Company Employee Savings Plan for the year ended December 31, 2000, which
appears in this Form 11-K.
Hill, Taylor LLC
Chicago, Illinois
June 24, 2002
32
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.'s 333-37082; 333-49780) of Exelon Corporation of our
report dated June 24, 2002, pertaining to the financial statements of the Exelon
Corporation Employee Savings Plan, which appears in this Form 11-K.
Washington, Pittman & McKeever, LLC
Chicago, Illinois
June 24, 2002
33