Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 11/29/2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Exelon Corporation OF
File No. 70-9693 NOTIFICATION
Public Utility Holding Company Act of 1935 (PUHCA)
Exelon Corporation, a Pennsylvania corporation and registered holding
company (Exelon), hereby submits the following Certificate of Notification
pursuant to Rule 24. This filing is made pursuant to Exelon's Form U-1
Application-Declaration, as amended (the "Financing U-1") and the Securities and
Exchange Commission's orders dated November 2, 2000 and December 8, 2000. This
certificate reports activity in File No. 70-9693 for the period July 1, 2001
through September 30, 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 September 30, 2001, Exelon's "aggregate investment" (as
defined in rule 53(a) under PUHCA) in all EWGs and FUCOs was
approximately $744.0 million, and accordingly, at September 30, 2001,
Exelon's remaining investment capacity under the Modified Rule 53 Test
was approximately $3,256.0 million. At September 30, 2001, Exelon's
"consolidated retained earnings" (as defined in rule 53(a) under the
PUHCA) was approximately $1,022.0 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 September 30, 2001, Exelon's consolidated capitalization ratio was:
debt 64%, common equity 33%, 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 September 30, 2001, the market-to-book ratio of Exelon's common stock
was 1.84 to 1.
5. In the third quarter of 2001, Exelon did not invest or commit to invest
in an EWG or FUCO that would count against the Modified Rule 53 Test.
6. Pursuant to a request for confidential treatment under rule 104(b) of
PUHCA, Exelon is concurrently filing in paper format as Exhibit A, total
earnings growth by EWG and FUCO Project in the third 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 September 30, 2001.
8. Sale of any Common Stock or Preferred Securities issued by Exelon during
the third quarter of 2001, and the purchase price per share and the
market price per share at the date of the agreement of sale.
Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 11/29/2001
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During the third quarter of 2001, 208,944 stock options were
exercised and shares were issued under various employee
compensation plans with a price range of $44.25 to $67.50 per
share. The average price for the period was $57.18.
9. Options issued or issuable during the quarter.
Exelon granted 17,400 stock options in the third quarter of 2001 at
exercise prices ranging from $54.45 to $65.37 per share.
10. Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the third quarter of 2001.
11. Guarantees issued.
The following guarantees were issued during the third quarter of 2001:
Name of Parent
Purpose Name of Subsidiary Amount Terms
Exelon Exelon Enterprises $35,788,169 12 Months
Insurance Support
Exelon Exelon Generation Company $68,795,000 12 Months
Credit Support
12. Exelon indebtedness issued during the third quarter of 2001.
A. Overnight commercial paper issued through Chase Manhattan Bank on
behalf of Exelon during the third quarter. Daily balances ranged
from $390 million to $599 million at an average interest rate of
3.89%.
13. Amount and terms of any short-term debt issued by any Utility Subsidiary
during the third quarter of 2001.
A. Overnight commercial paper issued through Bank One on behalf of
PECO during the third quarter. Daily balances ranged from $0 to
$57 million at an average interest rate of 2.43%.
B. There were no Contributions to and Loans from the Utility Money
Pool during the third quarter.
14. During the third 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 third quarter of 2001 and
parties thereto.
None.
Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 11/29/2001
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16. The name, parent company and amount invested in any intermediate
subsidiary or financing subsidiary during the third 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 during the third quarter
of 2001, including the name of the filing entity and the date of filing.
None.
18. The consolidated and separate balance sheets of each company that engaged
in jurisdictional financing transactions during the third quarter of
2001.
Exelon, PECO and ComEd Balance Sheets are incorporated herein
by reference to the quarterly reports on Form 10-Q for Exelon,
PECO and ComEd for the period ended September 30, 2001.
19. Capital Structure of Exelon and its utility subsidiaries as of September
30, 2001 are as follows (in millions, except percentage data):
Debt 1 Common Equity Preferred Securities of Subsidiaries
Amount Percentage Amount Percentage Amount Percentage
Exelon $14,989 64% $7,832 33% $612 3%
Preferred Stock and Mandatorily Redeemable
Debt 1 Common Equity Preferred Stock of a Subsidiary
Amount Percentage Amount Percentage Amount Percentage
PECO $5,986 91% $336 5% $284 4%
ComEd $6,992 56% $5,111 41% $335 3%
Genco $1,022 28% $2,567 72% - -
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.
Exelon Generation Company issued Pollution Control Revenue
Refunding Bonds to provide for the refunding of certain other
Pollution Control Revenue Refunding Bonds that were issued in
1991. The total principal amount of such bonds is $121 million,
maturity dates range from April 1, 2021 to October 1, 2034, and
the average rate of interest is 2.685%.
Issuance of these securities was approved by the Commission's
orders dated November 2, 2000 and December 8, 2000 in docket
70-9693.
Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 11/29/2001
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S I G N A T U R E
Pursuant to the requirements of PUHCA, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: November 29, 2001
EXELON CORPORATION
By: /s/ Jean H. Gibson
Vice President and Controller
Exelon Corporation - Rule 24-CERT - Certificate Concerning Terms and Conditions
Date Filed: 11/29/2001
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Exhibit B
Page 1 of 1
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2001
(In millions)
Beginning Balance $755
Net Income 403
Dividends:
Common Stock (136)
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Ending Balance $1,022
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PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2001
(In millions)
Beginning Balance $299
Net Income 104
Dividends:
Common Stock (69)
Preferred Stock (2)
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Ending Balance $332
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Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended September 30, 2001
(In millions)
Beginning Balance $314
Net Income 178
Dividends:
Common Stock (106)
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Ending Balance $386
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