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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's orders dated November 2, 2000 and December 8, 2000. This
certificate reports activity in File No. 70-9693 for the period October 1, 2001
through December 31, 2001. Any capitalized terms used herein but not defined
herein have the respective meanings given in the Financing U-1 or the
Commission's Orders.
1. As determined pursuant to the December 8, 2000 Order, the Modified Rule
53 Test applicable to Exelon's investments in EWGs and FUCOs is $4,000.0
million. At December 31, 2001, Exelon's "aggregate investment" (as
defined in rule 53(a) under PUHCA) in all EWGs and FUCOs was
approximately $810.2 million, and accordingly, at December 31, 2001,
Exelon's remaining investment capacity under the Modified Rule 53 Test
was approximately $3,189.8 million. At December 31, 2001, Exelon's
"consolidated retained earnings" (as defined in rule 53(a) under the
PUHCA) was approximately $1,200.0 million.
2. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A,
certain information concerning the aggregate investment by EWG/FUCO
Project.
3. At December 31, 2001, Exelon's consolidated capitalization ratio was:
debt 62%, common equity 35%, and preferred securities of subsidiaries of
3%. (For these purposes, "consolidated debt" means all long-term debt,
long-term debt due within one year, notes payable and other short-term
obligations, including any short-term debt and non-recourse debt of
EWG/FUCO Projects, to the extent normally consolidated under applicable
financial reporting rules).
4. At December 31, 2001, the market-to-book ratio of Exelon's common stock
was 1.87 to 1.
5. In the fourth quarter of 2001, Exelon did not invest or commit to invest
in a FUCO that would count against the Modified Rule 53 Test.
In the fourth quarter of 2001, Exelon agreed to acquire an EWG that would
count against the Modified Rule 53 Test. Exelon agreed to purchase for
$443 million two generation plants located in the Dallas-Fort Worth
metropolitan area from TXU Corporation. The transaction is anticipated to
close in the second quarter of 2002.
6. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, total
earnings growth by EWG and FUCO Project in the fourth quarter.
7. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, net
income and revenues of Exelon's EWG and FUCO Projects for the twelve
months ending December 31, 2001.
8. Sale of any Common Stock or Preferred Securities issued by Exelon during
the fourth quarter of 2001, and the purchase price per share and the
market price per share at the date of the agreement of sale.
During the fourth quarter of 2001, 129,822 stock options were
exercised and shares were issued under various employee
compensation plans with a price range of $39.91 to $48.10 per
share. The average price for the period was $44.26.
9. Options issued or issuable during the quarter.
Exelon granted 5,000 stock options in the fourth quarter of 2001 at
an exercise price of $42.65 per share.
10. Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the fourth quarter of 2001.
11. Guarantees issued.
The following guarantees were issued during the fourth quarter of 2001:
Name of Parent
Purpose Name of Subsidiary Amount Terms
Exelon Exelon Enterprises $6,300,000 12 months
Power trading
Exelon Exelon Enterprises 2,000,000 12 months
Letter of credit
Exelon PECO Energy Company 43,259,334 12 months
Surety bonds (PECO)
Exelon Exelon Enterprises 324,499,974 12 - 36 months
Surety bonds
Exelon PECO 43,678,463 12 - 36 months
Surety bonds
Exelon Commonwealth Edison Company 18,350,000 24 months
Surety bonds (ComEd)
Exelon Exelon Generation 642,700 12 - 36 months
Surety bonds
12. Exelon indebtedness issued during the fourth quarter of 2001.
A. Overnight commercial paper issued through Chase Manhattan Bank on
behalf of Exelon during the fourth quarter. Daily balances ranged
from $218 million to $441 million at an average interest rate of
2.75%.
13. Amount and terms of any short-term debt issued by any Utility Subsidiary
during the fourth quarter of 2001.
A. Overnight commercial paper issued through Bank One on behalf of
PECO during the fourth quarter. Daily balances ranged from $0 to
$186 million at an average interest rate of 2.13%.
B. There were no Contributions to and Loans from the Utility Money
Pool during the fourth quarter.
14. During the fourth quarter of 2001, no financings were consummated by any
Non-Utility Subsidiary not exempt under Rule 52.
15. Notional amount and principal terms of any hedge instruments or
anticipatory hedges entered into during the fourth quarter of 2001 and
parties thereto.
In December 2001, ComEd entered into a fixed-floating interest rate
swap with Citibank. This swap, carrying a notional amount of $235
million, hedges ComEd's future fair value risk associated with the
change in the value of 6.4% Notes, $235 million, due 10/15/2005. The
terms and payment structure of the swap are designed to exactly mirror
the terms and the remaining payment structure for the underlying bond.
This swap is designated as a fair value hedge.
In December 2001, ComEd entered into two 10-year forward starting swaps
with Barclays and J. P. Morgan (in two separate transactions). These
forward starting swaps, carrying a notional amount of $125 million
each, hedge a portion of ComEd's future interest rate exposure
associated with its anticipated issuance of $400 million in long-term
debt in the first quarter of 2002. These swaps have been designated as
cash flow hedges in the attempt to minimize the variability of the
future interest expense associated with changes in the 3 month LIBOR
rate.
In October 2001, PECO entered into a Treasury Rate Lock with
Merrill-Lynch. This rate lock, carrying a notional amount of $125
million, partially hedged PECO's Treasury Rate risk associated with the
pricing at financing of the 5.95% $250 million PECO First Mortgage
Bonds due 10/1/2011. The terms and payment structure of the Rate Lock
were designed to offset the risk of the Treasury Rate component's
effect on the present value cash flows of the debt cost for the
underlying bond. This rate lock was cash settled concurrent to the
actual pricing of the PECO First Mortgage Bond and is designated under
FASB guidelines as a cash flow hedge.
In October 2001, PECO entered into a Treasury Rate Lock with Barclays
Capital. This rate lock, carrying a notional amount of $125 million,
partially hedged PECO's Treasury Rate risk associated with the pricing
at financing of the 5.95% $250 million PECO First Mortgage Bonds due
10/1/2011. The terms and payment structure of the Rate Lock were
designed to offset the risk of the Treasury Rate component's effect on
the present value cash flows of the debt cost for the underlying bond.
This rate lock was cash settled concurrent to the actual pricing of the
PECO First Mortgage Bond and is designated under FASB guidelines as a
cash flow hedge.
16. The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the fourth quarter of 2001 and
the amount and terms of any securities issued by such subsidiaries during
the quarter.
None.
17. A list of U-6B-2 forms filed with the Commission since the last quarterly
Rule 24 Certificate, including the name of the filing entity and the date
of filing.
Exelon and ComEd on March 26, 2002.
Exelon and PECO on March 26, 2002.
18. The consolidated and separate balance sheets of each company that engaged
in jurisdictional financing transactions during the fourth quarter of
2001.
Exelon's Balance Sheet is incorporated herein by reference to the
periodic report on Form 8-K, dated February 28, 2002. PECO and ComEd's
Balance Sheets are incorporated herein by reference to the annual
report on Form 10-K for the period ended December 31, 2001.
19. Capital Structure of Exelon and its utility subsidiaries as of December
31, 2001 are as follows (in millions, except percentage data):
Debt1 Common Equity Preferred Securities of Subsidiaries
Amount Percentage Amount Percentage Amount Percentage
Exelon $14,642 62% $8,230 35% $613 3%
Preferred Stock and Mandatorily Redeemable
Debt1 Common Equity Preferred Securities of Subsidiaries
Amount Percentage Amount Percentage Amount Percentage
PECO $6,087 91% $323 5% $284 4%
ComEd $6,699 55% $5,076 42% $336 3%
Genco $1,025 26% $2,936 74% - -
1 see definition under Item 3.
20. The consolidated retained earnings analyses of Exelon, PECO and ComEd are
attached as Exhibit B.
21. Registration statements filed under the Securities Act of 1933 with
respect to securities that are the subject of the Financing U-1,
incorporated by reference into this Certificate of Notification.
None.
22. Additional information.
None
S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: March 29, 2002
EXELON CORPORATION
By: /s/ Ruth Ann Gillis
-------------------------
Senior Vice President and
Chief Financial Officer
Exhibit B
Page 1 of 1
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2001
(In millions)
Beginning Balance $995 *
Net Income 341
Dividends:
Common Stock (136)
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Ending Balance $1,200
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* The previously reported ending balance at September 30, 2001 was $1,022. This
amount was restated, see Form 10-Q/A for the period ended September 30, 2001,
dated January 31, 2002.
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2001
(In millions)
Beginning Balance $332
Net Income 113
Dividends:
Common Stock (173)
Preferred Stock (2)
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Ending Balance $270
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Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended December 31, 2001
(In millions)
Beginning Balance $386
Net Income 100
Dividends:
Common Stock (229)
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Ending Balance $257
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Exelon Generation
Retained Earnings Analysis
For the Quarter Ended December 31, 2001
(In millions)
Beginning Balance $409
Net Income 115
Dividends:
Common Stock 0
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Ending Balance $524
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