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, 2000
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
Commonwealth Edison Employee Savings and Investment 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' Report 2
Report of Independent Accountants 3
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2000 and 1999 4
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 2000 and 1999 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of
December 31, 2000, Schedule H, Part IV, Item 4i, Form 5500 13
Commonwealth Edison Employee Savings and Investment Plan
--------------------------------------------------------
Independent Auditors' Report 14
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2000 and 1999 15
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 2000 and 1999 16
Notes to Financial Statements 17
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of
December 31, 2000, Schedule H, Part IV, Item 4i, Form 5500 29
List of Exhibits 34
Signatures 35
Exhibits 36
1
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 and schedule based on our audit. The
financial statements of the Plan as of December 31, 1999, were audited by other
auditors whose report dated June 26, 2000, expressed an unqualified opinion on
those statements.
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.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes as of December 31, 2000, (Schedule H, Part IV, Item 4i,
Form 5500) is presented for the purpose of additional analysis and is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit 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.
Hill, Taylor LLC
Chicago, Illinois
June 15, 2001
2
Report of Independent Accountants
To the Participants and Administrator of the
PECO Energy Company Employee Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the PECO Energy Company Employee Savings Plan (the "Plan") at December 31,
1999, and the changes in net assets available for benefits for the year ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States of America. 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 audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 26, 2000
3
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
as of December 31, 2000 and 1999
2000 1999
------------ ------------
Investments, at fair value (see Note 3 - Investments) $777,865,912 $812,725,928
------------ ------------
Net assets available for benefits $777,865,912 $812,725,928
============ ============
See notes to financial statements.
4
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 2000 and 1999
2000 1999
------------- -------------
Additions:
Employee contributions $ 34,369,918 $ 32,677,666
Employer contributions 10,823,678 7,112,506
------------- -------------
Total contributions 45,193,596 39,790,172
Investment income:
Interest 3,143,403 3,918,621
Dividends 100,180,002 54,898,793
Net appreciation (depreciation) in
fair value of investments (127,302,628) 70,936,190
Interest on loan repayments 1,141,153 1,183,195
------------- -------------
22,355,526 170,726,971
Deductions:
Distributions 57,215,542 45,324,125
------------- -------------
Net additions (deductions) (34,860,016) 125,402,846
Net assets available for benefits:
Beginning of year 812,725,928 687,323,082
------------- -------------
End of year $ 777,865,912 $ 812,725,928
============= =============
See notes to financial 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
(Plan) provides only general information. Participants should refer to the
Plan agreement for a complete description of the Plan's provisions.
General - The Plan is 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 subsidiaries (PECO) to reduce their taxable income
pursuant to Section 401(k) of the Internal Revenue Code. The Plan is
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" become 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 - Participants elect to have PECO make contributions to the
Plan on their behalf. Such contributions are made by authorizing PECO to
withhold from the participants' salary an amount equal to the contribution
to be made. Participants may 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. Employees are always
fully vested on employer contributions.
Fidelity Investments is the Record Keeper and Trustee for the Plan.
Participants may elect that their contributions be invested in one or more
of the following generic fund 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.
6
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
1. Description of the PECO Energy Company Employee Savings Plan, Continued:
Distributions and exchanges can be made on a daily basis provided the
market is open and the request is 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 may suspend or change the amount of
their contributions and exchange their investments among the investment
funds.
Participant Accounts - Each participant's account is credited with the
participant's contribution, PECO's contribution and an allocation of Plan
earnings.
Payment of Benefits - Upon termination of service due to death, disability,
or retirement, a participant is entitled to a benefit amount equal to the
value of the participant's account. This benefit can 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 may receive the value of his or her account as a lump-sum
distribution.
Participant Loans - The Plan allows participants to obtain loans.
Participants may borrow up to 50% of their account balances subject to a
minimum of $500 and a maximum of $50,000. 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. Loans are repayable in equal installments by means of payroll
deductions. A participant may 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:
Valuation of Investments and Income Recognition
-----------------------------------------------
Investments in mutual funds and the Managed Income Portfolio II fund are
valued at the reported net asset value on the last day of the year. 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
7
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
2. Summary of Significant Accounting Policies, Continued:
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 are recorded when paid.
Concentration of Credit Risk
----------------------------
The Plan invested in a benefit-responsive guaranteed investment contract
with one insurance company and is subject to credit risk with respect to
that insurance company. This risk is partially mitigated by the fact that
A.M. Best gives the insurance company an `A' or excellent rating.
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 provides for various investment 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.
New 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 standards for derivatives.
8
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
2. Summary of Significant Accounting Policies, Continued:
The new standard requires recognizing all derivatives as either assets or
liabilities on the balance sheet at their fair value and specifies the
accounting for changes in fair value depending on the use of the
derivative. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133," which delayed the effective date for SFAS
No. 133 until fiscal years beginning after June 15, 2000. Currently the
plan does not hold any derivative instruments or engage in any hedging
activities. As a result, the adoption of SFAS No. 133 had no impact on the
Plans financial statements.
In September 1999, the Accounting Standards Executive Committee issued SOP
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and other Disclosures Matters," which provides guidance for
presentation and disclosures of participant-directed investments in defined
contribution plan's financial statements. Accordingly, the previously
required "by-fund" disclosures are eliminated in the accompanying financial
statements.
3. Investments:
The Plan investments consist of the following types of funds:
Growth - The growth mutual funds invest primarily in common stocks of U.S.
and international companies that are considered undervalued or out of favor
and whose products show potential for improvement. Investments can include
any type of security that may produce capital growth. The goal of these
funds is to provide capital growth over the long-term.
Growth and Income - The growth and income mutual fund invests primarily in
common stocks, focusing on larger, more established companies. Investments
are diversified among many different types of companies and industries. The
goal of these funds is to provide capital growth and income over the
long-term.
Small Capitalization - The small capitalization growth fund invests
primarily in stocks of companies which have market capitalizations of less
than $1 billion at the time of investment. The fund tries to keep at least
one-third of its assets in stocks of companies with market capitalizations
of $550 million or less and also invests up to 25% of its assets in foreign
securities. This fund's goal is to provide capital growth over the
long-term.
9
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
3. Investments, Continued:
Equity Income - The equity income mutual fund invests 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 is to invest for capital growth
and current income.
Money Market/Stable Value Fund - The money market/stable value fund invests
primarily in investment grade, short-term, U.S. dollar-denominated money
market securities of domestic and foreign issuers. Investments include
short-term corporate obligations, U.S. government obligations, and
certificates of deposit. The goal of this fund is to preserve participants'
principal, maintain a stable price, and provide current income.
International - The international fund invests primarily in common stocks
of companies in developed markets outside the United States. The goal of
this fund is to provide capital growth over the long-term by investing
internationally.
Fixed Income Fund - This fund is comprised of both contracted rate
investments through a managed income portfolio as well as insurance
contracts. The contract rate is established at the commencement of the
contract and remains fixed (except for certain conditions) at that rate
until maturity. The contract rate reflects market and other conditions at
the commencement of the contract.
Balanced Fund - The balanced fund invests primarily in a diversified mix of
common and preferred stocks, and investment grade bonds. The fund is
diversified among many sectors and industries. The goal of this fund is to
provide regular income, conservation of principal and an opportunity for
long-term growth of principal and income.
Asset Allocation Fund - The asset allocation funds invest primarily in a
blend of stocks, bonds, and short-term investments based on a target
retirement date. The funds will gradually adopt a more conservative asset
allocation over time, and therefore their target asset allocation
percentages will change to become more conservative. The goal of these
funds is to seek to provide a high total return while preserving principal
as the funds approach maturity.
Company Common Stock Fund - This fund invests primarily in Exelon common
stock and a small amount of short-term investments which enables
participants to buy or sell without the usual trade settlement period of
individual stock transactions. Before the merger, the Company Common Stock
category represented primarily PECO's Common Stock.
10
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
3. Investments, Continued:
As of December 31, 2000 and 1999, respectively, the Plan held the following
investments, each of which accounted for more than 5% of the total net
assets available for benefits:
Investments 2000 1999
------------------------------- ------------ ------------
Legg Mason NAV Value Trust Fund $275,827,615 $331,945,229
Fidelity Contrafund $178,449,811 $207,589,326
Putnam Growth & Income Fund A* $ -- $ 69,122,232
Fidelity Fund* $ 52,138,740 $ --
Exelon Common Stock Fund** $ 49,172,716 $ --
Franklin Small Cap. Growth*** $ 39,100,637 $ --
*The Putnam Growth and Income Fund A was replaced by the Fidelity Fund on
June 30, 2000.
**The Exelon Common Stock Fund replaced the PECO Common Stock Fund on
October 20, 2000. The PECO Comon Stock Fund did not represent 5% of net
assets at December 31, 1999.
***The Franklin Small Cap. Growth Fund did not represent 5% of net assets
at December 31, 1999.
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
by $127,302,628 and appreciated by $70,936,190, respectively, as follows:
2000 1999
------------- -------------
Mutual Funds $(152,392,489) $ 75,902,582
Common Stock 25,089,861 (4,966,392)
------------- -------------
Total $(127,302,628) $ 70,936,190
============= =============
As of December 31, 2000, the Plan held an insurance contract with an
interest rate of 7.13%. As of December 31, 1999, the Plan held insurance
contracts with interest rates of 6.30% and 7.13%.
4. Plan Termination:
PECO may terminate the Plan in whole or in part at any time. Any such
termination, partial termination or discontinuance of contributions shall
be effected only upon condition that such action is taken as shall render
it impossible for any part 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.
11
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
5. Tax Status:
The Internal Revenue Service has determined and informed PECO that the Plan
is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code
and that the Plan is exempt from federal income tax under Section 501(a) by
letter dated April 15, 1995. The Plan has been amended since receiving the
original determination letter, however, PECO believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code.
6. General and Administrative Expenses:
All administrative fees are paid by PECO on behalf of the Plan.
7. Subsequent Event:
On January 1, 2001, Exelon Corporation became the sponsor for the Plan.
Effective March 30, 2001, the Plan was merged into the Commonwealth Edison
Employee Savings and Investment Plan and the resulting plan was amended and
restated as the Exelon Corporation Employee Savings Plan.
12
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 2000
Schedule H, Part IV, Item 4i, Form 5500
b. Identity of Issuer,
a. Lessor Similar Party c. Description of Investment d. Cost Value
------- ------------------------------------- ----------------------------------------------- --------------- ---------------
Legg Mason NAV Value Trust Mutual Fund $ 256,656,540 $ 275,827,615
* Fidelity Contrafund Mutual Fund 193,425,974 178,449,811
* Fidelity Fund Mutual Fund 64,935,798 52,138,740
* Spartan U.S. Equity Index Fund Mutual Fund 21,465,530 22,980,045
Franklin Small Capitalization Fund Mutual Fund 42,962,367 39,100,637
* Fidelity Retirement Money Market Mutual Fund 29,334,655 29,334,655
Dodge & Cox Balanced Fund Mutual Fund 23,953,885 22,537,514
* Managed Income Portfolio II Mutual Fund 32,954,414 32,954,414
* Fidelity Low Priced Stock Fund Mutual Fund 1,993,747 1,946,552
* Fidelity Freedom Income Fund Mutual Fund 623,927 615,649
* Fidelity Freedom 2000 Fund Mutual Fund 347,450 319,792
* Fidelity Freedom 2010 Fund Mutual Fund 1,507,527 1,404,061
* Fidelity Freedom 2020 Fund Mutual Fund 1,646,294 1,488,774
* Fidelity Freedom 2030 Fund Mutual Fund 715,403 633,448
Templeton Foreign Fund Mutual Fund 5,414,237 5,470,351
T. Rowe Price Equity Income Mutual Fund 2,547,717 2,633,541
White Oak Growth Stock Fund Mutual Fund 31,622,211 24,954,567
Continental Assurance Company (1997) Insurance Contract maturing 12/29/01, 7.13% 8,180,671 8,180,671
Continental Assurance Company (1996) Cash in Transit to Managed Income Portfolio II 12,180,735 12,180,735
* Exelon Corporation Common stock 19,780,388 49,172,716
Participant Loans Rates ranged from 6.62 to 10.50% - 15,541,624
------------- -------------
$ 752,249,470 $ 777,865,912
============= =============
*-Denotes parties in interest
13
INDEPENDENT AUDITOR'S REPORT
To the Commonwealth Edison
Employee Savings and Investment Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of the COMMONWEALTH EDISON EMPLOYEE SAVINGS AND INVESTMENT PLAN as of December
31, 2000 and 1999, 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 generally accepted auditing
standards. 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 COMMONWEALTH
EDISON EMPLOYEE SAVINGS AND INVESTMENT PLAN as of December 31, 2000 and 1999,
and the changes in net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
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, 2000, 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. 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
May 29, 2001
14
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits
As of December 31, 2000 and 1999
2000 1999
-------------- --------------
ASSETS
INVESTMENTS, AT CURRENT VALUE:
Exelon Corporation Common Stock $ 102,220,705 $ --
Unicom Corporation Common Stock -- 64,079,169
Registered Investment Companies 887,529,219 906,395,077
Collective Institutional Investment Trust Funds 344,030,149 450,074,192
Guaranteed Investment Contracts 174,645,495 164,566,281
Participant Loans 46,322,514 48,136,785
-------------- --------------
Total Investments $1,554,748,082 $1,633,251,504
-------------- --------------
RECEIVABLES:
Employer Contributions $ 49,627 $ 41,266
Employee Contributions 91,836 74,477
Accrued Dividends and Interest 8,561 772,356
Due from Broker for Securities Sold -- 477,334
Other Receivables 92,251 45,287
-------------- --------------
$ 242,275 $ 1,410,720
-------------- --------------
TOTAL ASSETS $1,554,990,357 $1,634,662,224
-------------- --------------
LIABILITIES
Dividend Distributable to Participants $ -- $ 763,364
Due to Broker for Securities Purchased 590,195 623,607
Accrued Administrative Expenses and Other
Liabilities 358,411 1,081,524
-------------- --------------
TOTAL LIABILITIES $ 948,606 $ 2,468,495
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $1,554,041,751 $1,632,193,729
============== ==============
See notes to financial statements.
15
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 2000 and 1999
2000 1999
--------------- ---------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME:
Dividends on Unicom Corporation
Common Stock $ 2,059,564 $ 2,764,440
Income from Investment in Group, Mutual and
Collective Investment Trust Funds 92,133,671 85,405,141
Income from Participant Loans 3,892,796 4,222,064
--------------- ---------------
Total Investment Income $ 98,086,031 $ 92,391,645
--------------- ---------------
Net Realized Gain (Loss) on Investments $ 49,484,160 $ 24,057,288
Net Unrealized Appreciation
(Depreciation) of Investments (128,934,630) 159,500,229
--------------- ---------------
NET APPRECIATION (DEPRECIATION)
OF INVESTMENTS $ (79,450,470) $ 183,557,517
--------------- ---------------
CONTRIBUTIONS:
Participants $ 65,007,062 $ 65,972,013
Employers 31,102,322 32,490,841
Rollovers 3,329,015 2,712,028
--------------- ---------------
Total Contributions $ 99,438,399 $ 101,174,882
--------------- ---------------
TOTAL ADDITIONS $ 118,073,960 $ 377,124,044
--------------- ---------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS BY PARTICIPANTS $ 95,385,363 $ 72,317,177
DIVIDEND DISTRIBUTIONS 2,059,564 2,762,215
TRANSFERS TO OTHER PLANS 97,706,021 --
ADMINISTRATIVE EXPENSES 1,074,990 1,410,948
--------------- ---------------
TOTAL DEDUCTIONS $ 196,225,938 $ 76,490,340
--------------- ---------------
NET (DECREASE)/INCREASE $ (78,151,978) $ 300,633,704
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 1,632,193,729 1,331,560,025
--------------- ---------------
END OF YEAR $ 1,554,041,751 $ 1,632,193,729
=============== ===============
See notes to financial statements.
16
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of Plan:
The following description of the Commonwealth Edison Employee Savings
and Investment 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
(the "Company"), effective March 1, 1983, to provide a systematic savings
program for eligible employees and to supplement such savings with Employer
contributions. 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 the Company and any
other affiliated company that adopts the Plan with the consent of the Company,
is eligible to elect to participate in the Plan. There were 17,075 and 18,297
participants in the Plan at December 31, 2000 and 1999, respectively. On October
20, 2000 Exelon Corporation (Exelon) became the parent corporation for each of
Commonwealth Edison Company and PECO Energy Company (PECO) as a result of the
completion of the transactions contemplated by an Agreement and Plan of Exchange
and Merger, as amended (the "merger"), among Unicom Corporation (Unicom), PECO,
and Exelon.
The Company 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 Institutional
Retirement Services Company is the Plan recordkeeper.
b. Contributions. The Plan permits a participant to establish an
After-Tax Contributions Account by authorizing payroll deductions per payroll
period of 1% to 10%, in whole percentages only, of Compensation, as defined in
the Plan, and having such amounts contributed to the participant's After-Tax
Contributions Account.
A participant may also establish a Before-Tax Contributions Account by
electing to reduce Compensation per payroll period in an amount equivalent to 1%
to 10%, in whole percentages only, and having such amounts contributed to the
participant's Before-Tax Contributions Account.
17
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of Plan, Continued:
Employer contributions to the Employer Contribution Account are equal
to 100% of the first 2% of compensation contributed, 70% of the next 3%
contributed and 25% of the next 1% contributed. Employer contributions are
invested in the same investment funds and in the same percentages as specified
by the participant for the participant's employee accounts. A participant may
also establish a Rollover Account to which the participant may contribute or
transfer certain benefits earned under other qualified plans. The total
contributions allocated to a participant's accounts for any calendar year are
limited to meet the requirements of the Code.
c. Investment Options. The Plan investments are fully participant
directed. The investment options provided under the Plan are described as
follows:
The Unicom Corporation Stock Fund was invested primarily in common
stock of the Unicom Corporation, which was the parent corporation of the
Company. Effective October 20, 2000, the fund was replaced by the Exelon
Corporation Stock fund and amounts allocated to the Unicom Corporation Stock
investment alternative were used to purchase shares of Exelon common stock. The
shares of Unicom common stock held by the Plan at the date of the merger were
converted into Exelon common stock in accordance with the merger agreement. In
the merger agreement, holders of Unicom common stock received .875 shares of
Exelon common stock plus $3.00 in cash for each of their shares of Unicom common
stock. Dividends on the stock held by the Fund are paid out to participants.
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 Stated Return 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
18
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of Plan, Continued:
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 Intermediate Bond Fund is a mutual fund invested in
primarily high grade debt securities with expected maturities of five years or
less from the date of purchase. Such investments may be made directly, or
indirectly through investment in common, collective or pooled investment funds.
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 Asset Manager Fund is a mutual fund invested primarily in
foreign and domestic stocks, bonds and short-term instruments. The combination
of these investments will be adjusted to reflect expected market conditions.
This fund may be invested anywhere from 30% to 70% in stocks, 20% to 60% in
bonds and 0% to 50% in short-term instruments, however, over the long term, it
is expected that this fund will be invested 50% in stocks, 40% in bonds and 10%
in short-term instruments.
The Fidelity Puritan Fund is a balanced mutual fund. It seeks as much
income as possible, consistent with preservation of capital, by investing in a
broadly diversified portfolio of domestic and foreign common stocks, preferred
stocks and bonds, including lower-quality, high-yield debt securities.
The Fidelity Fund is a growth and income mutual fund. It seeks
long-term capital growth. This fund invests mainly in common stock of large,
well established companies in a variety of industries. This fund selects some
securities for their income characteristics, which may limit the emphasis on
growth.
19
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of Plan, Continued:
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.
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 35% in Fidelity stock mutual funds, approximately 43% in Fidelity
bond mutual funds, and approximately 22% in Fidelity money market mutual funds.
The Fidelity Freedom 2010 Fund seeks high total returns for those
planning to retire in approximately 10-20 years. It initially invests
approximately 55% in Fidelity stock mutual funds, approximately 39% in Fidelity
bond mutual funds, and approximately 6% in Fidelity money market mutual funds.
20
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of Plan, Continued:
The Fidelity Freedom 2020 Fund seeks high total returns for those
planning to retire in approximately 20-30 years. It initially invests
approximately 74% in Fidelity stock mutual funds and approximately 26% in
Fidelity bond mutual funds.
The Fidelity Freedom 2030 Fund seeks high total returns for those
planning to retire in approximately 30-40 years. It initially invests
approximately 83% in Fidelity stock mutual funds and approximately 17% in
Fidelity bond mutual funds.
The PIMCO Total Return Fund (Administrative Class) is an income mutual
fund. Its strategy is to provide high total return that exceeds general bond
market indices by investing in all types of bonds, including U.S. government,
corporate, mortgage and foreign. While the Fund maintains an average portfolio
duration of 3 to 6 years (approximately equal to an average maturity of 5 to 12
years), investments may also include short-and long maturity bonds. PIMCO Total
Return Fund is managed by Pacific Investment Management Company and distributed
by PIMCO Advisors Distribution Company.
The MAS High Yield Portfolio (Advisor Class) is an income-producing
corporate bond mutual fund. It tries to provide above-average total returns from
both income and price appreciation by investing primarily in high-yielding
corporate bonds that are primarily below investment grade. As a result, these
bonds have higher yields in return for added risk. The fund is managed by Miller
Anderson & Sherrerd, LLP.
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.
d. 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 to a participant 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. Each loan will bear interest at the rate established
21
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
1. Description of Plan, Continued:
by the Plan Committee. 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.
e. Vesting and Forfeiture of Participants' Accounts. A participant's
After-Tax Contributions Account, Before-Tax Contributions Account and Rollover
Account are fully vested at all times.
f. 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 twelve 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.
g. 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.
22
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
2. Summary of Significant Accounting Policies:
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.
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 the valuation date. Securities not listed on such
exchanges or for which no sale has been reported on that date 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.
23
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
2. Summary of Significant Accounting Policies, Continued:
d. Reclassification. Certain accounts in the 1999 financial statements
have been reclassified for comparative purposes to conform with the presentation
in the 2000 financial statements. These reclassifications have no effect on the
net assets available for benefits at December 31, 1999.
e. New 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. The new standard requires recognizing all
derivatives as either assets or liabilities on the balance sheet at their fair
value and specifies the accounting for changes in fair value depending upon the
intended use of the derivative. The effective date of SFAS No. 133, as amended,
is for fiscal year beginning after June 15, 2000. As such, the Plan is not
required to adopt SFAS No. 133 until January 1, 2001. The Plan's utilization of
derivative instruments for trading or non-trading purposes is minimal; as a
result, the Plan's management believes the adoption of this Statement will have
no impact on the Plan's financial statements.
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.
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.
24
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
3. Net Appreciation/Depreciation of Investments, Continued:
c. Net Appreciation/Depreciation in 2000 and 1999. During 2000 and
1999, 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:
2000 1999
------------- -------------
Exelon/Unicom Corporation Common Stock $ 49,733,980 $ (7,846,367)
Registered Investment Companies (121,659,394) 150,577,664
Collective Funds (7,525,056) 40,826,220
------------- -------------
$ (79,450,470) $ 183,557,517
============= =============
4. Investments:
The current values of the Plan's investments at December 31, 2000 and
1999, which represent 5% or more of the Plan's net assets, are summarized as
follows:
2000 1999
------------ ------------
Brinson Trust Company Collective Investment
Trusts, Multi-Asset Portfolio Fund $159,777,555 $185,967,145
Exelon Corporation Common Stock $102,220,705 $ -
Fidelity Magellan Fund $224,938,176 $269,059,057
Fidelity Growth Company Fund $355,738,362 $326,231,146
Fidelity U.S. Equity Index Commingled Pool $176,333,390 $232,572,225
5. Investment Contracts:
In 2000 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.
25
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
5. Investment Contracts, Continued:
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 6.0 percent for 2000 and 1999, respectively.
The crediting interest rate generally cannot be less than the contract rate.
6. Investments in Derivative Financial Instruments:
The Brinson Trust adheres to strict guidelines established for its
investments in derivative financial instruments. The Brinson Trust global
investment process is directed towards weighting market, currency and security
exposures to reflect their relative attractiveness. Exposures to markets,
currencies and securities are actively managed to reflect their relative over or
under pricing. Once a strategy is set and a decision made to establish a
particular weighting in a market, currency or security based on fundamental
analysis, derivatives may be used to implement that strategy. In such a case,
derivatives are used as a cost effective substitute for direct purchases or
sales of assets. Derivatives are not used for the purpose of leveraging a
portfolio.
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. 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. Upon
entering into futures contracts, the fund is required to deposit either cash or
securities in an amount (initial margin) based on the number of open contracts.
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.
The Multi-Asset Portfolio Fund enters into various forward currency
contracts to manage exposure to changes in foreign currency exchange rates on
its foreign portfolio holdings. 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 at foreign exchange rates, and the changes in value
of open contracts are recognized as unrealized appreciation/
26
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
6. Investments in Derivative Financial Instruments, Continued:
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 and is included in net realized gain or loss on forward
currency 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. The funds
use these indexed securities to increase or decrease their exposure to different
underlying instruments and to gain exposure to markets that might be difficult
to invest in through conventional securities. The PIMCO Total Return Fund
(Administrative Class) may use derivative instruments, consisting of futures,
options, options on futures, and swap agreements, for hedging purposes or as
part of its investment strategies. The MAS High Yield Portfolio (Advisor Class)
will use derivatives only in circumstances where they offer the most economic
means of improving the risk/reward profile of the portfolio.
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.
27
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
8. Plan Amendments:
Effective May 3, 1999 the Plan was amended to provide that dividends
from the Unicom Corporation Common Stock Fund payable to a participant who is
not an employee would be reinvested in the Unicom Corporation Common Stock Fund
of the participant if the amount of the dividend was $10 or less.
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 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. Subsequent Events:
Effective January 1, 2001 Exelon Corporation became the sponsor of the
Plan. On March 30, 2001, the PECO Energy Employee Savings Plan was merged into
the Plan and the Plan was amended and restated as the Exelon Corporation
Employee Savings Plan.
28
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 2000
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
------------------- -------------------------------------------------- ---------------------- --------------------
COMMON STOCKS
-------------
* 1,455,928 shares Exelon Corporation Common Stock $ 64,446,249 $ 102,220,705
--------------- ---------------
COLLECTIVE FUNDS
----------------
* 147,841 units Brinson Trust Company Collective Investment
Trusts, Multi-Asset Portfolio Fund $ 96,361,006 $ 159,777,555
* 4,602,803 units Fidelity U.S. Equity Index Commingled Pool 114,929,111 176,333,390
* 7,919,204 units Fidelity Institutional Cash Portfolio 7,919,204 7,919,204
--------------- ---------------
$ 219,209,321 $ 344,030,149
--------------- ---------------
REGISTERED INVESTMENT COMPANIES
-------------------------------
* 1,885,483 shares Fidelity Magellan Fund $ 198,101,037 $ 224,938,176
* 4,980,237 shares Fidelity Growth Company Fund 318,654,010 355,738,362
* 4,023,394 shares Fidelity Intermediate Bond Fund 40,065,662 40,394,874
* 3,106,250 shares Fidelity Asset Manager 52,147,582 52,247,123
* 373,951 shares PIMCO Total Return Fund (Administrative Class) 3,857,069 3,885,355
* 1,997,151 shares Morgan Stanley International Equity Portfolio A 37,867,096 35,709,064
* 234,360 shares MAS High Yield Portfolio (Advisor Class) 2,043,279 1,588,963
* 1,340,060 shares Fidelity Fund 48,619,697 43,900,367
* 1,168,478 shares Fidelity Puritan Fund 22,497,581 22,002,440
* 712,662 shares Fidelity Low-Priced Stock Fund 16,809,853 16,476,743
* 305 shares Fidelity Retirement Money Market 305 305
* 1,966,663 shares Fidelity Dividend Growth Fund 56,074,143 58,921,223
* 119,266 shares Fidelity Freedom Income Fund 1,339,364 1,332,196
* 293,813 shares Fidelity Freedom 2000 Fund 3,664,278 3,469,936
* 751,796 shares Fidelity Freedom 2010 Fund 10,477,996 10,404,857
* 524,134 shares Fidelity Freedom 2020 Fund 7,953,889 7,631,387
* 592,523 shares Fidelity Freedom 2030 Fund 9,495,417 8,887,848
--------------- ---------------
$ 829,668,258 $ 887,529,219
--------------- ---------------
29
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 2000
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
------------------- -------------------------------------------------- ---------------------- --------------------
GUARANTEED INVESTMENT CONTRACTS
-------------------------------
CDC Capital
Guaranteed Investment Contract
2,507,855 units 5.62% , Matures 12-10-2003 2,507,855 2,507,855
John Hancock Mutual Life Insurance Company
Group Annuity Contract
8,208,349 units 5.30%, Matures 01-31-2001 8,208,349 8,208,349
Protective Life Insurance Company
Group Annuity Contract
4,211,340 units 7.23%, Matures 04-11-2001 4,211,340 4,211,340
Sun Life Assurance Company of Canada
Guaranteed Investment Contract
5,407,180 units 7.05%, Maturing 07-26-2001 5,407,180 5,407,180
AIG Financial Products
Synthetic Investment Contract (Asset Backed)
1,509,725 units Green Tree Mfd. Housing 1998-3 A5, 6.24%, Matures 11-01-2005 1,509,725 1,509,725
Chase Manhattan
Synthetic Investment Contracts (Asset Backed)
3,039,035 units Americredit 1999-A A4 5.28%, Matures 12-05-2003 3,039,035 3,039,035
2,400,681 units CMAC 1998-C2 A1 5.41% , Matures 08-15-2005 2,400,681 2,400,681
3,030,781 units Dayton Hudson Master Trust 1998-1 A, 5.58%,
Matures 07-25-2003 3,030,781 3,030,781
2,498,544 units General Electric MTN 6.29%, Matures 11-18-2002 2,498,544 2,498,544
3,756,378 units National Westminster BC 7.22%, Matures 11-17-2003 3,756,378 3,756,378
30
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 2000
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
------------------- -------------------------------------------------- ---------------------- --------------
Deutsche Bank
Synthetic Investment Contracts (Asset Backed)
6,443,797 units FHLMC 1626-PH 7.13%, Matures 11-15-2002 6,443,797 6,443,797
1,319,612 units FHR 1522 HB 5.86%, Matures 03-15-2004 1,319,612 1,319,612
3,532,328 units GMAC CARAT 99-1 (A3), 5.11%, Matures 06-17-2002 3,532,328 3,532,328
Monumental Life Insurance Company
Synthetic Investment Contracts (Asset Backed)
2,212,477 units Chase Manhattan Auto Tr. 1998-B A4, 5.61%, Matures 08-15-2002 2,212,477 2,212,477
3,519,664 units Chase Manhattan Auto Tr. 1997-B A5, 5.99%, Matures 10-15-2001 3,519,664 3,519,664
3,004,149 units First USA Credit Card 1998-9 A, 5.34%, Matures 01-19-2004 3,004,149 3,004,149
1,014,032 units FN93 1992-E .90%, Matures 11-25-2002 1,014,032 1,014,032
1,883,744 units FN93 1993-210 5.73%, Matures 11-25-2002 1,883,744 1,883,744
1,517,178 units PHMS 1993-48 A3 6.31%, Matures 09-25-2003 1,517,178 1,517,178
2,193,573 units Sears Credit Account Master Trust 1996-1 A, 6.27%, Matures 03-15-2002 2,193,573 2,193,573
Morgan Guaranty
Synthetic Investment Contracts (Asset Backed)
3,529,375 units CIT Marine 99-A A3, 5.72%, Matures 08-15-2005 3,529,375 3,529,375
1,887,006 units FH 1388 H 5.64%, Matures 10-17-2005 1,887,006 1,887,006
3,046,007 units FH 1601 PH 5.58%, Matures 10-17-2005 3,046,007 3,046,007
2,396,493 units FH 1712-PG 6.48%, Matures 09-16-2002 2,396,493 2,396,493
3,504,684 units FHR 1587 L 6.68%, Matures 07-15-2004 3,504,684 3,504,684
3,499,909 units JC Penney Master Trust E A, 5.65%, Matures 11-17-2003 3,499,909 3,499,909
Rabo Bank
Synthetic Investment Contracts (Asset Backed)
3,047,155 units FH 1798 A 5.67%, Matures 11-15-2006 3,047,155 3,047,155
31
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 2000
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
------------------- -------------------------------------------------- ---------------------- --------------
State Street Bank
Synthetic Investment Contracts (Asset Backed)
1,002,528 units American Express Master Trust 1998-1 A, 5.97%, Matures 05-15-2003 1,002,528 1,002,528
560,191 units Capital Equipment Trust 1997-1 A4, 5.27%, Matures 09-17-2001 560,191 560,191
2,033,509 units Discover Card Master Trust 1998-2 A, 5.98%, Matures 03-15-2001 2,033,509 2,033,509
2,263,405 units FHR 1661 PG 5.71%, Matures 04-15-2003 2,263,405 2,263,405
3,014,965 units NEWCOURT 1998-2 (A4), 5.01%, Matures 02-18-2003 3,014,965 3,014,965
3,010,986 units Premier Auto Trust 1998-4, 5.85%, Matures 07-08-2002 3,010,986 3,010,986
UBS AG
Synthetic Investment Contracts (Asset Backed)
2,006,466 units Arcadia Auto Trust 1998-A A5, 6.10%, Matures 10-15-2003 2,006,466 2,006,466
3,034,693 units CARCO 1999-1 A2, 5.06%, Matures 03-15-2002 3,034,693 3,034,693
3,506,890 units Key Auto 1999-1 (A4), 5.95%, Matures 03-15-2004 3,506,890 3,506,890
4,114,852 units MBNA 97-1 (A), 5.84%, Matures 08-16-2004 4,114,852 4,114,852
3,059,404 units Prime Credit Card Trust 1995-1 A, 5.73%, Matures 08-15-2002 3,059,404 3,059,404
Westdeutsche Landesbank
Synthetic Investment Contract (Asset Backed)
4,004,014 units American Express 99-1 A, 5.71%, Matures 04-15-2004 4,004,014 4,004,014
3,734,321 units MSC 1999-CAM1 A2 6.87%, Matures 11-17-2008 3,734,321 3,734,321
CDC Capital
13,792,778 units Synthetic Investment Contracts (Global Wrap) 7.23% 13,792,778 13,792,778
Chase Manhattan
13,795,874 units Synthetic Investment Contracts (Global Wrap) 7.23% 13,795,874 13,795,874
32
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 2000
Schedule H, Part IV, Item 4i, Form 5500
No of Shares or Current
No. of Units Description Cost Value
------------------- -------------------------------------------------- ----------------- ------------------
Manumental Life Insurance
13,794,760 units Synthetic Investment Contracts (Global Wrap) 7.23% 13,794,760 13,794,760
Westdeutsche Landesbank
13,794,808 units Synthetic Investment Contract (Global Wrap) 7.23% 13,794,808 13,794,808
----------------- -----------------
$ 174,645,495 $ 174,645,495
----------------- -----------------
LOANS
-----
Participant Loans ( 8.50% - 10.50%) $ -- $ 46,322,514
----------------- -----------------
Total Investments $ 1,287,969,323 $ 1,554,748,082
================= =================
* A party-in-interest to the Plan.
33
List of Exhibits
Exhibit No. Description
----------- -----------
PECO Energy Company Employee Savings Plan
-----------------------------------------
23.1 Consent of Independent Auditors
23.2 Consent of Independent Accountants
Commonwealth Edison Employee Savings and Investment Plan
--------------------------------------------------------
23.3 Consent of Independent Public Accountants
34
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 29, 2001 PECO Energy Company Employee Savings Plan
Commonwealth Edison Employee Savings and Investment Plan
/s/ Ruth Ann M. Gillis
------------------------------
Ruth Ann M. Gillis
Chairman, Plan Committee
35