UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Name of Registrant; State of Incorporation; Address of IRS Employer
Number Principal Executive Offices; and Telephone Number Identification Number
--------------- ------------------------------------------------------ ---------------------
1-16169 EXELON CORPORATION 23-2990190
(a Pennsylvania corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
1-1401 PECO ENERGY COMPANY 23-0970240
(a Pennsylvania corporation)
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101-8699
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
--------------------------------------------------------------------------- ------------------------
EXELON CORPORATION:
Common Stock, without par value New York, Chicago and
Philadelphia
PECO ENERGY COMPANY:
First and Refunding Mortgage Bonds: 5-5/8% Series due 2001, 6-3/8% New York
Series due 2005 and 6-1/2% Series due 2003
Cumulative Preferred Stock, without par value: $4.68 Series, $4.40 New York
Series, $4.30 Series and $3.80 Series
Trust Receipts of PECO Energy Capital Trust II, each representing an New York
8.00% Cumulative Monthly Income Preferred Security, Series C, $25
stated value, issued by PECO Energy Capital, L.P. and unconditionally
guaranteed by PECO Energy Company
Trust Receipts of PECO Energy Capital Trust III, each representing an New York
7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by
PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy
Company
COMMONWEALTH EDISON COMPANY:
Sinking Fund Debentures: 2-7/8%, due April 1, 2001 New York
Company-Obligated Mandatorily Redeemable Preferred Securities of New York
Subsidiary Trust Holding Solely Commonwealth Edison Company's 8.48%
Subordinated Debt Securities and unconditionally guaranteed by
Commonwealth Edison Company
Securities registered pursuant to Section 12(g) of the Act:
PECO ENERGY COMPANY:
Cumulative Preferred Stock, without par value: $7.48 Series and $6.12
Series
COMMONWEALTH EDISON COMPANY:
Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The estimated aggregate market value of the voting and non-voting
common equity held by nonaffiliates of the registrants as of March 1, 2001, was
as follows:
Exelon Corporation common stock without par value $20,986,864,596
PECO Energy Company common stock without par value None
Commonwealth Edison Company common stock, $12.50 par value No established market
The number of shares outstanding of each registrant's common stock as
of March 1, 2001, was as follows:
Exelon Corporation common stock without par value 320,068,089
PECO Energy Company common stock without par value 170,478,507
Commonwealth Edison Company common stock, $12.50 par value 163,805,020
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Exelon Corporation's Current Report on Form 8-K dated
March 16, 2001 containing consolidated financial statements and related
information for the year ended December 31, 2000, are incorporated by reference
into Parts I, II and IV of this Annual Report on Form 10-K. Portions of Exelon
Corporation's definitive Proxy Statement filed on March 23, 2001 relating to its
annual meeting of shareholders, are incorporated by reference into Part III of
this Annual Report on Form 10-K.
This combined Form 10-K is separately filed by Exelon Corporation,
PECO Energy Company and Commonwealth Edison Company. Information contained
herein relating to any individual registrant is filed by such registrant in its
own behalf. Each registrant makes no representation as to information relating
to the other registrants.
2
The purpose of this Form 10-K/A is to file information on behalf of
Commonwealth Edison Company ("ComEd") and PECO Energy Company ("PECO") in
response to Items 10, 11, 12 and 13 in Part III of the Annual Report on Form
10-K originally filed by Exelon Corporation ("Exelon"), ComEd and PECO. No new
information is being filed in this amendment on behalf of Exelon. The
information contained in this amendment is separately filed by ComEd and PECO.
Information contained herein relating to any individual registrant is filed by
such registrant in its own behalf. Each registrant makes no representation as to
information relating to the other registrants.
PART III
ITEM. 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Exelon
The information required by Item 10 relating to directors and nominees
for election as directors at Exelon's Annual Meeting of shareholders is
incorporated herein by reference to the information under the heading "BOARD OF
DIRECTORS" on pages 7-10 and "OTHER INFORMATION--Section 16(a) Beneficial
Ownership Reporting Compliance" on page 32 in Exelon's definitive Proxy
Statement (2001 Exelon Proxy Statement) filed with the SEC on March 23, 2001,
pursuant to Regulation 14A under the Securities Exchange Act of 1934. The
information required by Item 10 relating to executive officers is set forth in
ITEM 1. Business--Executive Officers of Exelon, ComEd and PECO.
PECO
PECO's Board of Directors consists of the five persons identified
below, all of whom have been serving as directors since October 20, 2000.
Directors serve for a term of one year and until their respective successors
have been elected.
John W. Rowe
Mr. Rowe, age 55. Director and Chairman of ComEd since March 16, 1998, Chief
Executive Officer and President of ComEd from March 16, 1998 to October 20,
2000, Co-Chief Executive Officer since October 20, 2000. Director, President and
Co-CEO of Exelon and Director and Chairman of PECO since October 20, 2000.
Former chairman, president, and CEO of Unicom Corporation from March 16, 1998 to
October 20, 2000. Former president and CEO of New England Electric System. Other
directorships: Fleet Boston Financial, UnumProvident Corporation, and Wisconsin
Central Transportation Corporation.
Corbin A. McNeill, Jr.
Mr. McNeill, age 61. Director and Co-Chief Executive Officer of ComEd since
October 20, 2000. Chairman and Co-Chief Executive Officer of Exelon since
October 20, 2000. Director of PECO since 1990. Former chairman, president and
CEO of PECO. Other directorship: Associated Electric and Gas Insurance Services
Limited.
Pamela B. Strobel
Ms. Strobel, age 49. Director and Vice Chair of ComEd and Director of PECO since
October 20, 2000. Executive Vice President of Exelon Corporation, and President
of Exelon Energy Delivery Services Company. Former Executive Vice President of
Unicom Corporation and ComEd. Other Directorships: IMC Global, Inc. and Sabre
Holdings Corporation.
Ruth Ann M. Gillis
Ms. Gillis, age 46. Director of ComEd and PECO and Senior Vice President and
Chief Financial Officer of Exelon since October 20, 2000. Senior Vice President
and Chief Financial Officer of Unicom Corporation and ComEd since October, 1999
to October 20, 2000. Previously Vice President and Treasurer of Unicom and ComEd
since September, 1997.
Kenneth G. Lawrence
Mr. Lawrence, age 53. Director of ComEd and PECO and President of PECO since
October 20, 2000. Previously Senior Vice President, Corporate and President,
Distribution of PECO; Senior Vice President--Local Distribution of PECO; Senior
Vice President --Finance and Chief Financial Officer of PECO; and Vice
President--Gas Operations of PECO.
The information required by Item 10 relating to executive officers is
set forth in ITEM 1. Business--Executive Officers of Exelon, ComEd and PECO.
ComEd
ComEd's Board of Directors consists of the five persons identified
under ITEM 10. Directors and Executive Officers of the Registrant--PECO, all of
whom have been serving as directors since October 20, 2000. Directors serve for
a term of one year and until their respective successors have been elected.
The information required by Item 10 relating to executive officers is
set forth in ITEM 1. Business--Executive Officers of Exelon, ComEd and PECO.
3
ITEM 11. EXECUTIVE COMPENSATION
Exelon
The information required by Item 11 is incorporated herein by reference to
the information labeled "Summary Compensation Table" and pages 20-30 in the 2001
Exelon Proxy Statement.
PECO
Board Compensation
Since October 20, 2000, the directors of PECO have consisted solely of
employees of PECO or its affiliates. These individuals receive no additional
compensation in respect of their service as directors other than their normal
salary. Prior to the merger of Unicom Corporation (Unicom) and PECO on October
20, 2000, directors were paid in cash and deferred stock units as set forth
below, and were reimbursed expenses, if any, for attending meetings:
. $21,000 annual board retainer,
. $1,000 meeting fee,
. $2,000 annual retainer for chairmanship of audit and nuclear committees,
. $1,000 annual retainer for chairmanship of compensation, corporate
governance and finance committees, and
. 1,000 deferred stock units.
Executive Compensation
The following table shows the compensation for the last three years of
Exelon Corporation's co-CEO's, who also serve as directors of PECO, and the
other four most highly compensated officers of Exelon, who, except for Michael
J. Egan, are also officers of PECO. Messrs. Rainey and Lawrence are included in
the list pursuant to SEC regulations.
Summary Compensation Table
Compensation of Executive Officers
------------------------------------------------------------------------------------
Annual Compensation
------------------------------------------------------------------------------------
Bonus
------------------------
Name and Stock
Principal Position Year Salary ($) Cash ($) Based(/1/)($) Other(/2/)($)
------------------------------------------------------------------------------------
Corbin A. McNeill, Jr. 2000 855,830 1,081,472 0 0
Co-CEO & Chairman, 1999 659,857 1,000,000 0 0
Exelon Corp.; 1998 585,476 708,100 0 0
Chairman & President,
Exelon Generation
------------------------------------------------------------------------------------
John W. Rowe 2000 989,423 1,180,269 0 134,473
Co-CEO & President, 1999 957,692 529,125 529,125* 55,112
Exelon Corp.; 1998 726,923 484,209 484,209* 215,117
Chairman, Exelon
Energy Delivery &
Exelon Enterprises
------------------------------------------------------------------------------------
Oliver D. Kingsley, Jr. 2000 609,615 677,354 0 98,677
EVP, Exelon Corp.; 1999 544,385 0 594,000* 175,502
President & Chief 1998 475,000 0 383,332* 220,713
Nuclear Officer,
Exelon Nuclear
------------------------------------------------------------------------------------
Pamela B. Strobel 2000 377,423 269,824 0 0
EVP, Exelon Corp.; 1999 375,131 208,961 69,654* 0
Vice Chair, Exelon 1998 341,000 137,341 58,861* 0
Energy Delivery
------------------------------------------------------------------------------------
Michael J. Egan 2000 386,231 306,394 0 0
EVP, Exelon Corp.; 1999 326,312 311,400 0 0
President, Exelon 1998 317,439 235,700 0 0
Enterprises
------------------------------------------------------------------------------------
Ian P. McLean(/5/) 2000 314,154 220,596 0 0
Sr. VP, Exelon Corp.; 1999 72,692 63,900 0 0
President Power Team,
Exelon Generation
------------------------------------------------------------------------------------
Gerald R. Rainey 2000 332,800 225,298 0 0
Former President 1999 310,386 289,000 0 0
PECO Nuclear 1998 269,308 193,700 0 0
------------------------------------------------------------------------------------
Kenneth G. Lawrence 2000 328,993 225,666 0 0
Sr. VP, Exelon 1999 291,847 241,200 0 0
Corporation, President, 1998 282,164 200,700 0 0
Energy Distribution
------------------------------------------------------------------------------------
Summary Compensation Table
Compensation of Executive Officers
----------------------------------------------------------------------------------------------
Long Term Compensation
----------------------------------------------------------------------------------------------
Awards Payouts
---------------------------------------------------------------
Restricted All Other
Stock Compen-
Name and Award(s) Options(/3/) Stock sation
Principal Position Year ($) (#) Cash ($) Based(/1/)($) ($)
----------------------------------------------------------------------------------------------
Corbin A. McNeill, Jr. 2000 2,803,513 392,500 0 0 3,200
Co-CEO & Chairman, 1999 942,188 0 0 0 3,200
Exelon Corp.; 1998 0 500,000 0 0 3,200
Chairman & President,
Exelon Generation
----------------------------------------------------------------------------------------------
John W. Rowe 2000 0 385,450 1,071,878 1,071,878(/4/) 60,293
Co-CEO & President, 1999 0 116,850 475,2460 203,677 * 42,478
Exelon Corp.; 1998 0 237,500 343,219 52,537 * 2,728,076
Chairman, Exelon
Energy Delivery &
Exelon Enterprises
----------------------------------------------------------------------------------------------
Oliver D. Kingsley, Jr. 2000 0 223,250 547,251 547,251 * 37,745
EVP, Exelon Corp.; 1999 231,562 38,000 0 322,488 * 24,139
President & Chief 1998 0 33,250 0 187,984 * 20,347
Nuclear Officer,
Exelon Nuclear
----------------------------------------------------------------------------------------------
Pamela B. Strobel 2000 0 122,250 331,618 331,618 * 19,181
EVP, Exelon Corp.; 1999 0 28,500 84,410 84,410 * 16,483
Vice Chair, Exelon 1998 0 19,000 42,528 42,528 * 20,347
Energy Delivery
----------------------------------------------------------------------------------------------
Michael J. Egan 2000 1,140,149 127,100 0 0 0
EVP, Exelon Corp.; 1999 150,750 0 0 0 0
President, Exelon 1998 0 125,000 0 0 0
Enterprises
----------------------------------------------------------------------------------------------
Ian P. McLean(/5/) 2000 429,588 83,000 361,900 0 0
Sr. VP, Exelon Corp.; 1999 1,009,200 125,000 0 0 0
President Power Team,
Exelon Generation
----------------------------------------------------------------------------------------------
Gerald R. Rainey 2000 672,636 69,000 0 0 3,200
Former President 1999 150,750 0 0 0 2,076
PECO Nuclear 1998 0 90,000 0 0 2,040
----------------------------------------------------------------------------------------------
Kenneth G. Lawrence 2000 777,113 81,600 0 0 3,200
Sr. VP, Exelon 1999 94,219 0 0 0 3,200
Corporation, President, 1998 0 115,000 0 0 3,107
Energy Distribution
----------------------------------------------------------------------------------------------
/1/All of the amounts shown under "Bonus--Stock-Based" and "LTIP Payouts--
Stock-Based" were either paid in shares of Unicom common stock or were
deferred and are deemed to be invested in shares of Unicom's common stock,
and thus fully "at risk" until the end of the deferral period. Deferred
amounts are noted with an asterisk.
/2/Excludes perquisites and other benefits, unless the aggregate amount of such
compensation is at least $50,000. For 2000, includes $44,533 and $39,906
paid to Mr. Rowe and Mr. Kingsley, respectively, for the payment of FICA
taxes and $52,445 and $39,941 paid to Mr. Rowe and Mr. Kingsley,
respectively, for the payment of other taxes.
/3/Grants of options to acquire shares of Unicom common stock made to Mr. Rowe,
Mr. Kingsley and Ms. Strobel prior to the merger have been adjusted to
reflect the substitution of options to acquire shares of Exelon common stock
in accordance with the merger agreement.
/4/Elected to defer 30% of overall payout (50% cash, 20% stock, 30% SBDP)
/5/Mr. McLean commenced employment on September 22, 1999.
OPTION GRANTS IN 2000
The "grant date present values" indicated in the option grant table below
are an estimate based on the Black-Scholes option pricing model. Although
executives risk forfeiting these options in some circumstances, these risks are
not factored into the calculated values. The actual value of these options will
be determined by the excess of the stock price over the exercise price on the
date that the options are exercised. There is no certainty that the actual value
realized will be at or near the value estimated by the Black-Scholes option
pricing model. The Unicom grants, which expire on January 24, 2010, were
adjusted to reflect the substitution of Exelon shares for Unicom shares in
accordance with the merger agreement. The original strike price was $37.063. The
assumptions used for the Black-Scholes models are as follows:
Dividend Risk-Free
Expiration Date Volatility Yield Interest Rate Time of Exercise
--------------------------------------------------------------------------------
October 19, 2010 37.23% 3.35% 5.68% 5 years
--------------------------------------------------------------------------------
January 24, 2010 33.64% 4.80% 6.68% 5 years
--------------------------------------------------------------------------------
February 28, 2010 35.18% 4.35% 6.68% 5 years
--------------------------------------------------------------------------------
Grant Date
Individual Grants Value
-------------------------------------------------------------------
Number of % of Total
Securities Options Grant Date
Underlying Granted to Exercise or Present
Name and Options Employees Base Price Expiration Value
Principal Position Granted (#) in 2000 ($/Sh.) Date ($)
-------------------------------------------------------------------------------------------------------
Corbin A. McNeill, Jr. 266,700 3.41% 59.50 10/19/2010 $4,859,274
Co-CEO & Chairman, 125,800 1.61% 37.3125 02/28/2010 $1,308,320
Exelon Corp.;
Chairman & President,
Exelon Generation
-------------------------------------------------------------------------------------------------------
John W. Rowe 266,700 3.41% 59.50 10/19/2010 $4,859,274
Co-CEO & President, 118,750 1.52% 39.02 01/24/2010 $1,121,000
Exelon Corp.;
Chairman, Exelon
Energy Delivery &
Exelon Enterprises
-------------------------------------------------------------------------------------------------------
Oliver D. Kingsley, Jr. 152,000 1.94% 59.50 10/19/2010 $2,769,440
EVP, Exelon Corp.; 71,250 0.91% 39.02 01/24/2010 $ 672,600
President & Chief
Nuclear Officer,
Exelon Nuclear
-------------------------------------------------------------------------------------------------------
Pamela B. Strobel 89,000 1.14% 59.50 10/19/2010 $1,621,580
EVP, Exelon Corp.; 33,250 0.42% 39.02 01/24/2010 $ 313,880
Vice Chair, Exelon
Energy Delivery
-------------------------------------------------------------------------------------------------------
Michael J. Egan 98,000 1.25% 59.50 10/19/2010 $1,785,560
EVP, Exelon Corp.; 29,100 0.37% 37.3125 02/28/2010 $ 302,640
President, Exelon
Enterprises
-------------------------------------------------------------------------------------------------------
Ian P. McLean 63,000 0.80% 59.50 10/19/2010 $1,147,860
Sr. VP, Exelon Corp.; 20,000 0.26% 37.3125 02/28/2010 $ 208,000
President Power Team,
Exelon Generation
-------------------------------------------------------------------------------------------------------
Gerald R. Rainey 54,000 0.69% 59.50 10/19/2010 $ 983,880
Former President, 15,000 0.19 37.313 02/28/2010 $ 156,000
PECO Nuclear
-------------------------------------------------------------------------------------------------------
Kenneth G. Lawrence 63,000 0.80% 59.50 10/19/2010 $1,147,860
Sr. VP, Exelon Corp. President, 18,600 0.24 37.313 02/28/2010 $ 193,440
PECO Energy Distribution
-------------------------------------------------------------------------------------------------------
OPTION EXERCISES AND YEAR-END VALUE
This table shows the number and value of exercised and unexercised stock
options for the named executive officers during 2000. Value is determined using
the market value of Exelon common stock at the year-end price of $70.21 per
share, minus the value of Exelon common stock at the exercise price. All options
whose exercise price exceeds the market value are valued at zero.
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at 12/31/2000 at 12/31/2000
--------------------------------------------------------------------------------------------------------------------
Shares
Acquired (#) ($)
Name and Principal of Value Exercisable Exercisable
Position Exercise (#) Realized ($) Unexercisable Unexercisable
--------------------------------------------------------------------------------------------------------------------
Corbin A. McNeill, Jr. 17,000 374,471 E806,500 E39,013,365
Co-CEO & Chairman, Exelon U392,500 U 6,994,863
Corp.; Chairman & President,
Exelon Generation
--------------------------------------------------------------------------------------------------------------------
John W. Rowe 0 0 E284,683 E 9,854,095
Co-CEO & President, Exelon U455,117 U 8,829,224
Corp.; Chairman, Exelon Energy
Delivery & Exelon Enterprises
--------------------------------------------------------------------------------------------------------------------
Oliver D. Kingsley, Jr. 0 0 E 58,584 E 2,101,881
EVP, Exelon Corp.; President U259,666 U 5,036,277
& Chief Nuclear Officer,
Exelon Nuclear
--------------------------------------------------------------------------------------------------------------------
Pamela B. Strobel 0 0 E 50,192 E 1,993,003
EVP, Exelon Corp; Vice Chair, U147,583 U 2,815,353
Exelon Energy Delivery
--------------------------------------------------------------------------------------------------------------------
Michael J. Egan 54,000 1,872,492 E369,000 E17,705,091
EVP, Exelon Corp.; U127,100 U 2,006,897
President, Exelon Enterprises
--------------------------------------------------------------------------------------------------------------------
Ian P. McLean 0 0 E 41,666 E 1,336,854
Sr. VP, Exelon Corp.; President U166,334 U 4,006,451
Power Team, Exelon Generation
--------------------------------------------------------------------------------------------------------------------
Gerald R. Rainey 0 0 E 64,000 E --
Former President, PECO Nuclear U -- U 1,071,803
--------------------------------------------------------------------------------------------------------------------
Kenneth G. Lawrence
Sr. VP, Exelon Corp. President, 40,000 1,100,000 E 40,000 E 2,253,324
PECO Energy Distribution U 26,200 U 1,798,400
--------------------------------------------------------------------------------------------------------------------
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
Information with respect to Messrs. McNeill, Rowe, Kingsley, Egan and
McLean and Ms. Strobel is presented under ITEM 11. Executive
Compensation--ComEd--Executive Compensation--Long-Term Incentive Plans--Awards
in Last Fiscal Year below and is incorporated herein by this reference. Messrs.
Rainey and Lawrence were not officers of Unicom, and were accordingly not
eligible for awards under the plan described under ITEM 11. Executive
Compensation--ComEd--Executive Compensation--Long-Term Incentive Plans--Awards
in Last Fiscal Year below.
RETIREMENT PLANS
The following tables show the estimated annual retirement benefits payable
on a straight-life annuity basis to participating employees, including officers,
in the earnings and year of service classes indicated, under PECO's and Unicom's
(by its subsidiary, ComEd) non-contributory retirement plans. The amounts shown
in the table are not subject to any deduction for Social Security or other
offset amounts.
Covered compensation includes salary and bonus which is disclosed in the
Summary Compensation Table above for the named executive officers. The
calculation of retirement benefits under the plans is based upon average
earnings for the highest consecutive five-year period under the PECO Energy
Company Service Annuity Plan and for the highest four-year period under the
ComEd Service Annuity System.
The Internal Revenue Code limits the annual benefits that can be paid from
a tax-qualified retirement plan to $170,000 as of January 1, 2001. As permitted
by the Employee Retirement Income Security Act of 1974, PECO Energy and ComEd
sponsored supplemental plans which allow the payment out of general funds of
PECO Energy or ComEd, as applicable, any benefits calculated under provisions of
the applicable retirement plan which may be above these limits. Exelon assumed
sponsorship of the non-contributory retirement plans and the supplemental plans.
PECO Energy Pension Plan Table
Annual Normal Retirement Benefits After Specified Years of Service
Highest 5-Year --------------------------------------------------------------------------
Average Earnings 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
--------------------------------------------------------------------------------------------
$ 100,000.00 $ 19,272 $ 26,407 $ 33,543 $ 40,679 $ 47,815 $ 54,950 $ 62,086
200,000.00 39,772 54,657 69,543 84,429 99,315 114,200 129,086
300,000.00 60,272 82,907 105,543 128,179 150,815 173,450 196,086
400,000.00 80,772 111,157 141,543 171,929 202,315 232,700 263,086
500,000.00 101,272 139,407 177,543 215,679 253,815 291,950 330,086
600,000.00 121,772 167,657 213,543 259,429 305,315 351,200 397,086
700,000.00 142,272 195,907 249,543 303,179 356,815 410,450 464,086
800,000.00 162,772 224,157 285,543 346,929 408,315 469,700 531,086
900,000.00 183,272 252,407 321,543 390,679 459,815 528,950 598,086
1,000,000.00 203,772 280,657 357,543 434,429 511,315 588,200 665,086
Mr. McNeill, Mr. Egan, Mr. Rainey and Mr. Lawrence have 33, 3, 31 and 31
credited years of service, respectively, under PECO's pension program.
Commonwealth Edison Pension Plan Table
Highest Annual Normal Retirement Benefits After Specified
4-Year Years of Service
Average -------------------------------------------------
Earnings 10 15 20 25 30 35 40
-------- -- -- -- -- -- -- --
$ 100,000 $ 19,523 $ 31,016 $ 41,648 $ 51,626 $ 61,113 $ 70,232 $ 79,076
200,000 39,647 63,290 85,181 105,720 125,221 143,923 162,013
300,000 59,770 95,563 128,714 159,815 189,328 217,613 244,949
400,000 79,893 127,836 172,247 213,909 253,435 291,303 327,885
500,000 100,017 160,109 215,780 268,003 317,543 364,994 410,822
600,000 120,140 192,383 259,313 322,097 381,650 438,684 493,758
700,000 140,263 224,656 302,846 376,191 445,757 512,375 576,694
800,000 160,386 256,929 346,379 430,286 509,864 586,065 659,630
900,000 180,510 289,202 389,912 484,380 573,972 659,755 742,567
1,000,000 200,633 321,476 433,445 538,474 638,079 733,446 825,503
The approximate number of years of credited service under ComEd's pension
programs for the persons named in the Summary Compensation Table are as follows:
John W. Rowe, 23 years; Oliver D. Kingsley, 23 years, and Pamela B. Strobel, 8
years.
EMPLOYMENT AGREEMENTS
Employment Agreement with John W. Rowe
Exelon entered into an amended employment agreement with Mr. Rowe under
which Mr. Rowe will serve as:
. co-chief executive officer and president of Exelon, chairman of the
executive committee of the Exelon board of directors and a member of
the Exelon board of directors during the first half of the transition
period provided for in Exelon's Bylaws, which is defined as the period
from the effective time of the merger forming Exelon (October 20,
2000) until December 31, 2003,
. co-chief executive officer of Exelon, chairman of the Exelon board of
directors and a member of the Exelon board of directors during the
second half of the transition period, and
. chief executive officer of Exelon, chairman of the Exelon board of
directors and a member of the Exelon board of directors after the
transition period.
Mr. Rowe will succeed to the position of sole chief executive officer of
Exelon or chairman of the Exelon board of directors if:
. prior to the end of the transition period, Mr. McNeill should cease to
be a co-chief executive officer of Exelon or the chairman of the
Exelon board of directors, and
. Mr. Rowe is still a co-chief executive officer of Exelon at that time.
Mr. Rowe will receive an annual base salary of:
. at least $900,000 through March 15, 2001, but not less than his base
salary immediately prior to the completion of the merger ($975,000),
or
. Mr. McNeill's base salary, whichever is higher.
After March 15, 2001, Mr. Rowe's base salary will be determined by Exelon's
compensation committee. Mr. Rowe will be eligible to participate in annual
incentive award programs, long-term incentive plans and stock option plans on
the same basis as other senior executives of Exelon. The agreement provided that
a grant of options would be considered at the time the merger was completed. Mr.
Rowe is entitled to participate in all savings, deferred compensation,
retirement and other employee benefit plans generally available to other senior
executives of Exelon. During the transition period, Mr. Rowe's base salary and
participation in the plans and awards described in this paragraph will be on a
basis that is not less than that of Mr. McNeill's or on which Mr. McNeill
participates.
Under his amended employment agreement, Mr. Rowe will receive a special
supplemental executive retirement plan, or SERP, benefit if:
. he terminates due to normal retirement, early retirement, termination
without cause, termination for good reason, death or disability, or
. he voluntarily terminates on or after the first anniversary of the
completion of the merger for any other reason.
The term "good reason" includes the failure to appoint Mr. Rowe to the
management and Exelon board of director positions described above. The special
SERP benefit will equal the SERP benefit that Mr. Rowe would have received:
. if he had attained age 60 (or his actual age, if greater), and
. if he had earned 20 years of service on March 16, 1998 and one
additional year of service on each anniversary after that date and
prior to termination.
Except as provided in the next paragraph, if Exelon terminates Mr. Rowe's
employment for reasons other than cause, death or disability or if he should
terminate employment for good reason on or after December 31, 2004 and not
within 24 months following a change in control of Exelon, he would be entitled
to the following benefits:
. a prorated annual incentive award for the year in which termination
occurs,
. severance payments equal to his base salary for two years after
termination, and for each year during such period an amount equal to
the average of the annual incentive awards paid to him with respect to
the three years preceding the year of termination or, if greater, his
annual incentive award for the year before termination,
. for the two-year period, continuation of his life, disability,
accident, health and other welfare benefits, plus the retirement
benefits described above and post-retirement health care coverage,
. all of his exercisable options would remain exercisable until the
applicable option expiration date,
. unvested options would continue to become exercisable during the two-
year continuation period and thereafter remain exercisable until the
applicable option expiration date, and
. all compensation earned through the date of termination and coverage
and benefits under all benefit plans to which he is entitled.
Mr. Rowe will receive the termination benefits described in "Change in
Control and Severance Arrangements" below, rather than the benefits described in
the previous paragraph, if Exelon terminates Mr. Rowe without cause or he
terminates with good reason and
. the termination occurs within 24 months after a change in control of
Exelon, or
. the termination occurs at any other time prior to the earlier of
normal retirement or December 31, 2004, or
. the termination occurs at any other time on or after the completion of
the merger and before normal retirement because of the failure to
appoint or elect Mr. Rowe to the management or Exelon board of
director positions described above.
Employment Arrangement with Corbin A. McNeill, Jr.
Although Exelon has not entered into an employment agreement with Mr.
McNeill, the merger agreement provided that at any time during the transition
period when Messrs. McNeill and Rowe are co-chief executive officers, each of
them will receive the same salary, bonus and other compensation (including
option grants and other incentive awards and all other forms of compensation)
and enjoy the same other benefits and the same employment security arrangements
as the other.
Employment Agreement with Oliver D. Kingsley, Jr.
ComEd entered into an employment agreement with Oliver D. Kingsley, Jr.
pursuant to which he became Executive Vice President and President and Chief
Nuclear Officer--Nuclear Generation Group, effective November 1, 1997. The
agreement provides for a guaranteed increase in annual base salary of at least
4% per year, beginning in 1999.
Mr. Kingsley received an option to purchase 25,000 shares of common stock
with an option price equal to the fair market value of the common stock as of
November 1, 1997. Such options became exercisable in equal installments on
November 1 of 1998, 1999 and 2000, and expire on October 31, 2007. Mr. Kingsley
also received a grant of 20,000 shares of restricted stock that vested in equal
installments on November 1 of 1998, 1999 and 2000.
The employment agreement with Mr. Kingsley provides that Mr. Kingsley will
participate in Unicom's Annual Incentive Award Program and will receive an
annual incentive award for 1998 and 1999 at least equal to the target award of
$213,750.
Mr. Kingsley participates in the Unicom Long-Term Performance Unit Award
Program, and any award payable under such Program with respect to the three-
year performance periods ending on December 31, 1997, 1998, or 1999 will be made
as though he had participated in the Program throughout such performance periods
(except in the case of a termination of employment). In addition, Mr. Kingsley
received $375,000 as an inducement to enter into the employment agreement, and
an annual living cost allowance equal to $75,000 (increased by the amount of
applicable taxes on such amount as so increased) for the first three years of
the agreement term.
Mr. Kingsley's employment agreement provides for a retirement benefit equal
to the amount that would have been payable under the Service Annuity System
(plus amounts payable under the ComEd Supplemental Management Retirement Plan)
for an employee who retires at age 60 calculated based on the assumption that
Mr. Kingsley had completed 15 years of credited service beginning with the third
year of his employment and that such credited service increased by five years
during each of the next two years, in addition to his actual years of credited
service after five years of employment.
The employment agreement with Mr. Kingsley provides for a lump sum
severance payment to Mr. Kingsley if he should be terminated without cause equal
to two times his base salary at the time of such termination, and a continuation
of health and life insurance benefits for two years after the date of
termination, plus retirement benefits (calculated as though he had completed at
least 15 years of credited service if such termination occurs during the first
two years of employment) and retire health care coverage. In addition, any
unvested portion of the restricted stock granted under the agreement will
immediately become fully vested and nonforfeitable. These benefits have been
incorporated into a change in control severance agreement that became effective
on October 20, 2000. See "Change in Control Severance Agreements" below.
Mr. Kingsley agreed not to use for his own benefit or disclose any
confidential information of Unicom or ComEd during or after the term of his
employment, and not to solicit any employee of ComEd for one year after the term
of his employment with ComEd.
Change in Control Severance Arrangements
PECO Energy and Unicom entered into change in control agreements with
certain senior executives which became effective upon the completion of the
merger. The agreements cover employment through October 20, 2002 and generally
protect executives' positions and compensation levels through that date. A
material adverse change in such compensation or position is included in the
definition of "good reason" for purposes of the agreements. If an executives
resigns for good reason before October 20, 2001 or if the executive's employment
is terminated by the company other than for cause, severance pay and benefits
become payable.
The severance payments and benefits provided under the agreements include:
. Severance payments equal to three multiplied by the sum of:
. the employee's annual base salary, plus
. an amount equal to the average of the annual incentive awards paid to
the employee for the two years preceding the year of termination or,
if greater, the target award under the annual incentive award program
in which the employee participates for the year in which termination
occurs.
. A prorated annual incentive award for the year in which termination
occurs.
. Continuation of life, disability, accident, health and other welfare
benefit coverage for three years and thereafter, if applicable,
retiree coverage is available.
. Outplacement services.
. All of a terminated employee's exercisable options remain exercisable
until the applicable option expiration date, and all unvested options
become fully exercisable and remain so until the applicable option
expiration date.
. Any deferred stock units, restricted stock, or restricted share units
become fully vested and any other long-term incentive plan award which
is unvested would vest.
. For purposes of determining benefits under the supplemental retirement
plan or arrangement, in which the employee participates, the employee
will be credited with three additional years of credited service, age
and compensation.
. For purposes of determining eligibility for retiree welfare benefits,
the employee will be deemed to have three additional years of service
and age.
. All compensation earned through the date of termination as well as all
coverage and benefits under all benefit plans to which the employee is
entitled.
Pursuant to the terms of offers of employment or employment agreements,
certain employees are also entitled to additional service credits for purposes
of retiree health care eligibility and for determining benefits under the
supplemental retirement plan or arrangement in which they participate.
In connection with the severance benefits described above, each executive
who was an employee of PECO Energy prior to the merger is subject to a non-
compete agreement for 24 months from the applicable termination date. Although a
participating employee does not have a duty to mitigate the amounts due from the
company, continued welfare benefit coverage would be offset during the
applicable continuation period by comparable coverage provided under welfare
plans of another employer.
Employees who are senior vice-presidents will receive an additional payment
to cover excise taxes imposed under Section 4999 of the Internal Revenue Code on
"excess parachute payments" or under similar state or local law if the after-tax
amount of payments and benefits subject to these taxes exceeds 110% of the "safe
harbor" amount that would not subject the employee to these excise taxes. If the
after-tax amount, however, is less than 110% of the safe harbor amount, payments
and benefits subject to these taxes would be reduced or eliminated to equal the
safe harbor amount. Benefits payable to other employees subject to the excise
taxes imposed under Section 4999 of the Internal Revenue Code will be reduced to
the employees's safe harbor amount.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of Exelon functions as
the Compensation Committee for PECO. The report of the Exelon Compensation
Committee is incorporated by reference to the information labeled "Report of the
Compensation Committee" on pages 14-18 in the 2001 Exelon Proxy Statement.
PERFORMANCE GRAPH
Shown below is a five year comparison of cumulative total returns based on
an initial investment of $100 in PECO common stock that was exchanged for Exelon
common stock on October 20, 2000.
The performance chart below illustrates a five-year comparison of
cumulative total returns based on an initial investment of $100 in PECO common
stock that was exchanged for Exelon common stock in the share exchange on
October 20, 2000 as compared with the S&P 500 Stock Index and the S&P Utility
Average for the period 1996 through 2000.
This performance chart assumes:
. $100 invested on December 31, 1995 in PECO common stock, S&P 500 Stock
Index and S&P Utility Average.
. All dividends are reinvested.
. PECO common stock exchanged for Exelon common stock on a 1:1 basis on
October 20, 2000.
[GRAPH APPEARS HERE]
DECEMBER 31,
-------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
-------------------------------------------------------------------------------------------
PECO/Exelon ================= $100.00 89.54 93.22 166.29 141.83 293.43
-------------------------------------------------------------------------------------------
S&P 500 Stock Index - - - - - - - - - $100.00 122.96 163.98 210.84 255.22 231.98
-------------------------------------------------------------------------------------------
S&P Utility Average ................. $100.00 103.12 128.55 147.53 134.44 214.66
ComEd
Board Compensation
Since October 20, 2000, the directors of ComEd have consisted solely of
employees of ComEd or its affiliates. These individuals receive no additional
compensation in respect of their service as directors other than their normal
salary. Prior to the merger of Unicom and PECO on October 20, 2000, outside
directors of ComEd were compensated according to the terms and provisions of the
Unicom Corporation 1996 Directors' Fee Plan. This plan provided for an annual
retainer of $36,200 which was payable in shares of Unicom stock. Directors
received $1,500 for each board and committee meeting they attended and an
additional annual retainer of $2,500 for each committee that they chaired.
Directors who were members of the Nuclear Oversight Committee also received and
additional $5,000 annual retainer. The annual retainers and meeting fees could
be deferred at the election of the director. In the event that directors of
ComEd also served as directors of Unicom, or chaired corresponding committees of
Unicom, these fees as described above were divided in half so that in no event
would a director receive duplicate fees, or fees in excess of the amounts stated
above. Directors who were employees of either ComEd or Unicom received no
additional compensation other than their normal salary.
4
Executive Compensation
Information with respect to Messrs. McNeill, Rowe, Kingsley, Egan and
McLean and Ms. Strobel is presented under ITEM 11. Executive
Compensation--PECO--Executive Compensation--Summary Compensation Table above and
is incorporated herein by this reference. Messrs. Elbert and Helwig are included
below pursuant to SEC regulations.
Summary Compensation Table
Compensation of Executive Officers
Annual Compensation
--------------------------------------------------------
Bonus
-------------------------
Name and Stock
Principal Position Year Salary ($) Cash ($) Based/(1)/($) Other/(2)/($)
----------------------------------------------------------------------------------------
Paul A. Elbert(/4/) 2000 438,462 261,250 0 2,230,953
Former EVP, 1999 120,577 261,250 0 96,921
Unicom
----------------------------------------------------------------------------------------
David R. Helwig(/5/) 2000 356,923 327,901 0 0
Sr. VP, Exelon 1999 355,115 177,071 177,071* 0
Energy Delivery 1998 312,500 0 196,727* 0
----------------------------------------------------------------------------------------
Long Term Compensation
-------------------------------------------------------
Awards Payouts
-------------------------- -------------------------
Restricted All Other
Stock Compen-
Name and Award(s) Options/(3)/ Stock sation
Principal Position ($) (#) Cash ($) Based/(1)/($) ($)
--------------------------------------------------------------------------------------------
Paul A. Elbert(/4/) 0 38,000 450,000 450,007 2,498,074
Former EVP, 1,299,375 38,000 322,488 0 254,768
Unicom
--------------------------------------------------------------------------------------------
David R. Helwig(/5/) 0 77,750 285,413 285,413* 20,290
Sr. VP, Exelon 479,256 23,750 0 144,206* 15,702
Energy Delivery 0 20,900 0 85,747* 285,875
--------------------------------------------------------------------------------------------
/1/All of the amounts shown under "Bonus--Stock-Based" and "LTIP Payouts--
Stock-Based" were either paid in shares of Unicom common stock or were
deferred and are deemed to be invested in shares of Unicom's common
stock, and thus fully "at risk" until the end of the deferral period.
Deferred amounts are noted with an asterisk.
/2/Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is at least $50,000. For 2000, includes $2,185,924 paid
to Mr. Elbert for the payment of other taxes.
/3/Grants of options to acquire shares of Unicom common stock made to Mr.
Elbert, and Mr. Helwig prior to the merger have been adjusted to reflect
the substitution of options to acquire shares of Exelon common stock in
accordance with the merger agreement.
/4/Mr. Elbert was hired on October 1, 1999 and terminated employment on
December 1, 2000.
/5/Mr. Helwig was an executive officer of Unicom prior to the merger.
OPTION GRANTS IN 2000
Information with respect to Messrs. McNeill, Rowe, Kingsley, Egan and
McLean and Ms. Strobel is presented under ITEM 11. Executive
Compensation--PECO--Executive Compensation--Option Grants in 2000 above and is
incorporated herein by this reference. Information with respect to Messrs.
Elbert and Helwig is presented below. Reference is made to ITEM 11. Executive
Compensation--PECO--Executive Compensation--Option Grants in 2000 for a
description of the manner and assumptions used in calculating the Grant Date
Values shown in the table below.
Grant Date
Individual Grants Value
------------------------------------------------------------
% of
Total
Number of Options
Securities Granted Grant Date
Underlying to Exercise or Present
Name and Options Employees Base Price Expiration Value
Principal Position Granted (#) in 2000 ($/Sh.) Date ($)
-------------------------------------------------------------------------------
Paul A. Elbert 38,000 0.48% 39.02 01/24/2010 $358,720
Former EVP, Unicom
-------------------------------------------------------------------------------
David R. Helwig 54,000 0.69% 59.50 10/19/2010 $983,880
Sr. VP, Exelon 23,750 0.30% 39.02 01/24/2010 $224,200
Energy Delivery
-------------------------------------------------------------------------------
OPTION EXERCISES AND YEAR-END VALUE
Information with respect to Messrs. McNeill, Rowe, Kingsley, Egan and
McLean and Ms. Strobel is presented under ITEM 11. Executive
Compensation--PECO--Executive Compensation--Option Exercises and Year-End Value
above and is incorporated herein by this reference. Information with respect to
Messrs. Elbert and Helwig is presented below.
This table shows the number and value of exercised and unexercised stock
options for the named executive officers during 2000. Value is determined using
the market value of Exelon common stock at the year-end price of $70.21 per
share, minus the value of Exelon common stock at the exercise price. All options
whose exercise price exceeds the market value are valued at zero.
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at 12/31/2000 at 12/31/2000
--------------------------------------------------------------------------------------------------
Shares
Acquired (#) ($)
Name and Principal of Value Exercisable Exercisable
Position Exercise (#) Realized ($) Unexercisable Unexercisable
--------------------------------------------------------------------------------------------------
Paul A. Elbert 0 0 E 76,000 E 2,368,160
Former EVP, Unicom U -- U --
--------------------------------------------------------------------------------------------------
David R. Helwig 0 0 E 40,850 E 1,362,689
Sr. VP, Exelon U 81,550 U 1,453,794
Energy Delivery
--------------------------------------------------------------------------------------------------
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts
Under Non-
Stock Price-Based Plans
---------------------------------
Performance
or Other
Period
Number of Until
Shares, Units or Maturation Threshold Target Maximum
Name Other Rights or Payout Number Number Number
-------------------------------------------------------------------------------------------
Corbin A. McNeill, Jr. N/A N/A N/A N/A N/A
John W. Rowe 13,758.75 3 years 6,879.38 13,758.75 25,517.50
Oliver D. Kingsley, Jr. 7,620.23 3 years 3,810.12 7,620.23 15,240.46
Pamela B. Strobel 4,233.46 3 years 2,116.73 4,233.46 8,466.92
Michael J. Egan N/A N/A N/A N/A N/A
Ian P. McLean N/A N/A N/A N/A N/A
Paul A. Elbert 6,032.68 3 years 3,016.34 6,032.68 12,065.36
David R. Helwig 3,506.72 3 years 1,753.36 3,506.72 7,013.44
Long-term performance unit awards were granted under the Unicom Corporation
Long-Term Incentive Plan. Mr. McNeill, Mr. Egan, and Mr. McLean were not
officers of Unicom Corporation, and were accordingly not eligible for awards
under this plan. The awards are based on a three-year performance period. For
the awards described in the table, the number of units initially awarded to a
participant is determined by dividing a percentage of base salary by $35,432.
The applicable percentages for the individuals shown in the table are: 50% for
Mr. Rowe; 45% for Mr. Kingsley; 40% for Ms. Strobel; 45% for Mr. Elbert; and 35%
for Mr. Helwig. Payouts were to be based on achievement of a cumulative earnings
per share goal over the three-year performance period ending December 31, 2002.
The dollar value of a payout would be determined by multiplying (a) the number
of units applicable by (b) the average closing price of Unicom common stock as
reported in the Wall Street Journal as New York Stock Exchange Composite
Transactions during the calendar quarter ending on December 31, 2002 by (c) the
level of performance achieved. The three-year period was pro-rated through
September 30, 2000 due to the merger, and the amounts paid out are included in
the column headed "Long-Term Compensation--Payouts" in the Summary Compensation
Table.
RETIREMENT PLANS
Information with respect to Messrs. McNeill, Rowe, Kingsley, Egan and
McLean and Ms. Strobel is presented under ITEM 11. Executive
Compensation--PECO--Executive Compensation--Retirement Plans above. The
approximate number of years of credited service under ComEd's pension programs
for Messrs. Elbert and Helwig are 19 years and 8 years, respectively. In
connection with his resignation, and in accordance with his election, Mr. Elbert
received a discounted lump sum payment of $2,677,493 under the supplemental
management retirement plan instead of an annuity.
EMPLOYMENT AGREEMENTS
Information with respect to employment agreements and arrangements with
Messrs. Rowe, McNeill and Kingsley, and information with respect to change in
control severance arrangements, is presented under ITEM 11. Executive
Compensation--PECO--Executive Compensation--Employment Agreements above and is
incorporated herein by this reference.
Severance Agreement with Paul Elbert
Paul Elbert's resignation from all offices on December 1, 2000 was a
qualifying termination under his change in control severance agreement. Pursuant
to the agreement, he received a severance payment equal to $2,208,750 (three
times the sum of his annual base salary and target incentive award at the time
of his termination). He also received a retirement benefit under the
Supplemental Management Retirement Plan (SERP) equal to the retirement benefit
that would have been payable under the Service Annuity System (and the SERP) to
employees who retire at age 60 calculated as though he had completed 18 years of
credited service as well as his actual years of credited service. In addition,
medical and other welfare benefits continue to be provided for three years,
after which Mr. Elbert is entitled to elect post retirement coverage for himself
and his eligible dependents. Mr. Elbert received payment of an amount equal to
his target annual incentive for 2000. Unvested options become exercisable as of
his termination date and the restrictions on his awards of restricted stock
lapsed as of that date. Pursuant to the agreement, Mr. Elbert also received a
payment of $2,154,968 to cover the excise taxes imposed under Section 4999 of
the Internal Revenue Code.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of Exelon functions as
the Compensation Committee for ComEd. The report of the Exelon Compensation
Committee is incorporated by reference to the information labeled "Report of the
Compensation Committee" on pages 14-18 in the 2001 Exelon Proxy Statement.
5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Exelon
The information required by Item 12 is incorporated herein by reference to
the stock ownership information under the heading "BENEFICIAL OWNERSHIP" on page
6 in the 2001 Exelon Proxy Statement.
PECO
As of August 3, 2001, PECO had outstanding 170,478,507 of common stock,
without par value. Exelon beneficially owns all shares of that common stock. No
other person is known to PECO to be the beneficial owner of more than five
percent of PECO common stock.
The following table indicates how much Exelon common stock was owned by
directors and executive officers of PECO.
. The shares listed as "Beneficially Owned" include stock options
exercisable within 60 days of December 31, 2000.
. The shares listed as "May be Acquired" include shares of Exelon common stock
which can be acquired upon the exercise of stock options granted under
Exelon plans that are not exercisable within 60 days of December 31, 2000.
. The shares listed as "Deferred Share Equivalents" include shares not
considered to be "beneficially owned" under rules of the SEC because they
are deferred under Exelon plans.
. Beneficial ownership of directors and executive officers of PECO as a group
represents less than 1% of the outstanding shares of Exelon common stock.
BENEFICIALLY MAY BE DEFERRED SHARE TOTAL
OWNED SHARES ACQUIRED EQUIVALENTS
--------------------------------------------------------------------------------------------------------------------------
John W. Rowe PECO Director, Co-CEO and Chairman 364,344 380,699 60,251 805,294
Corbin A. McNeill, Jr. PECO Director & Co-CEO 864,809 350,566 120,577 1,335,953
Pamela B. Strobel PECO Director & Vice Chair 78,573 126,999 21,619 227,191
Ruth Ann Gillis PECO Director 44,848 91,499 14,106 150,453
Kenneth G. Lawrence PECO Director & President 95,683 75,400 0 171,083
Michael J. Egan Exec. VP 419,260 117,400 4,243 540,902
Oliver D. Kingsley, Jr. Exec. VP, Nuclear and Chief
Nuclear Officer 102,098 223,249 64,744 390,090
Ian P. McLean Sr. VP 53,334 159,666 38,539 251,539
Gerald R. Rainey Former President, PECO Nuclear 47,569 64,000 0 111,569
Directors and Executive
Officers as a Group (14) 2,186,230 1,936,543 344,270 4,467,043
This table does not include 489,023 shares of Exelon common stock held
under PECO's Service Annuity Plan. Mr. McNeill and Mr. Rowe, along with four
other individuals, are members of the executive committee which monitors the
investment policy and performance of the investments under that plan.
ComEd
As of August 3, 2001, ComEd had outstanding 128,031,624 shares of common
stock, $12.50 par value per share. Exelon beneficially owns 128,018,210 shares
of that common stock. No other person is known to ComEd to be the beneficial
owner of more than five percent of ComEd common stock.
The following table indicates how much Exelon common stock was owned by
directors and executive officers of ComEd.
. The shares listed as "Beneficially Owned" include stock options exercisable
within 60 days of December 31, 2000.
. The shares listed as "May be Acquired" include shares of Exelon common stock
which can be acquired upon the exercise of stock options granted under
Exelon plans that are not exercisable within 60 days of December 31, 2000.
. The shares listed as "Deferred Share Equivalents" include shares not
considered to be "beneficially owned" under rules of the SEC because they
are deferred under Exelon plans.
. Beneficial ownership of directors and executive officers of ComEd as a group
represents less than 1% of the outstanding shares of Exelon common stock.
BENEFICIALLY MAY BE DEFERRED SHARE TOTAL
OWNED SHARES ACQUIRED EQUIVALENTS
---------------------------------------------------------------------------------------------------------------------------------
John W. Rowe ComEd Director, Co-CEO and Chairman 364,344 380,699 60,251 805,294
Corbin A. McNeill, Jr. ComEd Director & Co-CEO 864,809 350,566 120,577 1,335,953
Pamela B. Strobel ComEd Director & Vice Chair 78,573 126,999 21,619 227,191
Ruth Ann Gillis ComEd Director 44,848 91,499 14,106 150,453
Kenneth G. Lawrence ComEd Director 95,683 75,400 0 171,083
Michael J. Egan EVP, Exelon; President, Exelon
Enterprises 419,260 117,400 4,243 540,902
Oliver D. Kingsley, Jr. Exec. VP, Nuclear and Chief Nuclear
Officer 102,098 223,249 64,744 390,090
Frank M. Clark Sr. VP 70,260 74,666 7,889 152,815
David R. Helwig Sr. VP 51,992 81,549 21,746 155,288
Ian P. McLean Sr. VP 53,334 159,666 38,539 251,539
Paul A. Elbert Exec. VP 101,532 0 0 101,532
Directors and Executive
Officers as a Group (16) 2,362,446 2,028,758 373,905 4,765,108
This table does not include 489,023 shares of Exelon common stock held
under PECO's Service Annuity Plan. Mr. McNeill and Mr. Rowe, along with four
other individuals, are members of the executive committee which monitors the
investment policy and performance of the investments under that plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Exelon
The information required by Item 13 is incorporated herein by reference to
the information labeled "OTHER INFORMATION--Transactions with Management" in the
2001 Exelon Proxy Statement.
PECO
None.
ComEd
Pamela B. Strobel, is an Executive Vice President of Exelon Corporation,
the President of Exelon Energy Delivery Company, and the Vice Chair of
Commonwealth Edison Company (ComEd), both of which are subsidiaries of Exelon
Corporation. Ms. Strobel's husband, Russ M. Strobel, was elected Senior Vice
President, General Counsel and Secretary of Nicor Inc. ("Nicor") in January
2001. Since January 1, 2000, Nicor Gas and ComEd have been parties to the
following transactions, proposed transactions or business dealings: (1) Nicor
Gas and ComEd are parties to an interim agreement approved by the Illinois
Commerce Commission under which they cooperate in cleaning up residue at former
manufactured gas plant sites. Under the interim agreement, costs are split
between Nicor Gas and ComEd, except that if they cannot agree upon a final
allocation of costs, the interim agreement provides for arbitration. For the
year 2000, Nicor Gas billed ComEd approximately $3,000,000 under the interim
agreement, and ComEd billed Nicor Gas approximately $3,950,000. For year 2001,
Nicor Gas estimates that it will bill ComEd $4,450,000 and that ComEd will bill
Nicor Gas $12,575,000; (2) Nicor Gas has made a proposal to utilize
approximately 23 miles of ComEd's right of way starting in 2001 in connection
with a pipeline project. No agreement has been reached and no consideration has
been agreed to; (3) Nicor Gas and ComEd are parties to a three-year agreement
entered into in May 2000 pursuant to which Nicor Gas transports gas to an
electric generating station in Rockford, Illinois. In 2000, Nicor Gas received
approximately $3,100,000 in payments under this agreement, and Nicor Gas
estimates that it will receive payments of approximately $2,400,000 in 2001; (4)
Nicor Energy, L.L.C. (Nicor Energy), in its capacity as a power marketer,
purchases electricity from ComEd for resale to certain Nicor Energy customers.
In 2000, the total amount of such purchases by Nicor Energy was approximately
$48,530,000, and in 2001 such purchases are expected to approximate $64,425,000.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Philadelphia and Commonwealth of Pennsylvania on the 4th day of September,
2001.
PECO ENERGY COMPANY
By:
--------------------------------
Name: Corbin A. McNeill, Jr.
Title: President, Co-Chief Executive Officer
and Chairman
By:
--------------------------------
Name: John W. Rowe
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 4th day of September, 2001.
Signature Title
Co-Chief Executive Officer and Director
--------------------------
Corbin A. McNeill, Jr.
-------------------------- Co-Chief Executive Officer and Chairman and Director
John W. Rowe
Vice President and Chief Financial Officer
-------------------------- (principal financial officer and principal
Thomas P. Hill accounting officer)
-------------------------- Director
Pamela B. Strobel
-------------------------- Director
Ruth Ann M. Gillis
-------------------------- Director and President
Kenneth G. Lawrence
[Signature page to PECO Energy Company Annual Report on Form 10-K/A]
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Chicago
and State of Illinois on the 4th day of September, 2001.
COMMONWEALTH EDISON COMPANY
By:
--------------------------------
Name: John W. Rowe
Title: President, Co-Chief Executive Officer
and Chairman
By: -------------------------------
Name: Corbin A. McNeill, Jr.
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 4th day of September, 2001.
Signature Title
-------------------------- Co-Chief Executive Officer and Chairman and Director
John W. Rowe
-------------------------- Co-Chief Executive Officer and Director
Corbin A. McNeill, Jr.
-------------------------- Vice President and Chief Financial Officer
Robert E. Berdelle (principal financial officer and principal accounting officer)
-------------------------- Director and Vice Chair
Pamela B. Strobel
-------------------------- Director
Ruth Ann M. Gillis
-------------------------- Director
Kenneth G. Lawrence
8