Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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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 April 1, 2001
through June 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 June 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 June 30, 2001, Exelon's remaining investment
capacity under the Modified Rule 53 Test was approximately $3,256.0
million. At June 30, 2001, Exelon's "consolidated retained earnings" (as
defined in rule 53(a) under the PUHCA) was approximately $755.0 million.
Note: In its quarterly Rule 24 certificate for the first quarter of 2001,
filed May 30, 2001, Exelon reported an "aggregate investment" in EWGs and
FUCOs of $770 million. This number is in error, as it included growth in
retained earnings and not any additional investments. The "aggregate
investment" in EWGs and FUCOs has not changed from the amount of "aggregate
investment" initially disclosed, $744 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 June 30, 2001, Exelon's consolidated capitalization ratio was: debt 65%,
common equity 32%, 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 June 30, 2001, the market-to-book ratio of Exelon's common stock was
2.76.
5. In the second 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, certain
information concerning aggregate investment by EWG and FUCO Project and
related growth in retained earnings.
7. 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 aggregate investment by EWG/FUCO Project, net income
and revenues of Exelon's EWG and FUCO Projects.
8. Sale of any Common Stock or Preferred Securities issued by Exelon during
the second quarter of 2001, and the purchase price per share and the market
price per share at the date of the agreement of sale.
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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During the second quarter of 2001, 515,823 stock options were
exercised and shares were issued under various employee compensation
plans with a price range of $63.15 to $70.26 per share. The average
price for the period was $66.99.
9. Options issued or issuable during quarter.
Exelon granted 48,700 stock options in the second quarter of 2001 at
exercise prices ranging from $67.29 to $69.79 per share.
10. Exelon did not transfer any common stock to a seller of securities of a
company being acquired during the second quarter of 2001.
11. Guarantees issued.
The following guarantees were issued during the second quarter of 2001:
Name of Parent
--------------
Purpose Name of Subsidiary Amount Terms
------- ------------------ ------ -----
Exelon PECO Energy $100,000,000 12 Months
Workman's Compensation
Exelon Exelon Enterprises $106,174,798 12 Months
Insurance Support
Exelon Exelon Generation Company $52,385,000 12 Months
Credit Support
Exelon Exelon Generation Company $288,501,640 12 Months
Power Marketing
12. Exelon indebtedness issued during the second quarter of 2001.
A. Commercial paper issued through Chase Manhattan Bank on behalf of
Exelon during the second quarter, ranging from $65 million to $402
million at an average interest rate of 4.41%.
13. Amount and terms of any short-term debt issued by any Utility Subsidiary
during the second quarter of 2001.
A. Commercial paper issued through Bank One on behalf of PECO during the
second quarter, ranging from $32 to $471 million, at an average
interest rate of 4.55%.
B. Contributions to and Loans From the Utility Money Pool
Contributions to the Utility Money Pool
Outstanding Amounts
Date ComEd PECO Total
---------------- -------------------- -------------------- --------------------
04/01/01 $352,000,000 - $352,000,000
04/02/01 $352,000,000 - $352,000,000
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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04/03/01 $352,000,000 - $352,000,000
04/04/01 $352,000,000 - $352,000,000
04/05/01 $352,000,000 - $352,000,000
04/06/01 $352,000,000 - $352,000,000
04/07/01 $352,000,000 - $352,000,000
04/08/01 $352,000,000 - $352,000,000
04/09/01 $352,000,000 - $352,000,000
04/10/01 $352,000,000 - $352,000,000
04/11/01 $352,000,000 - $352,000,000
04/12/01 $352,000,000 - $352,000,000
04/13/01 $352,000,000 - $352,000,000
04/14/01 $352,000,000 - $352,000,000
04/15/01 $352,000,000 - $352,000,000
04/16/01 $352,000,000 - $352,000,000
04/17/01 $352,000,000 - $352,000,000
04/18/01 $352,000,000 - $352,000,000
04/19/01 $352,000,000 - $352,000,000
04/20/01 $352,000,000 - $352,000,000
04/21/01 $352,000,000 - $352,000,000
04/22/01 $352,000,000 - $352,000,000
04/23/01 $352,000,000 - $352,000,000
04/24/01 $352,000,000 - $352,000,000
04/25/01 $352,000,000 - $352,000,000
04/26/01 $352,000,000 - $352,000,000
04/27/01 $352,000,000 - $352,000,000
04/28/01 $352,000,000 - $352,000,000
04/29/01 $352,000,000 - $352,000,000
04/30/01 $352,000,000 - $352,000,000
05/01/01 $352,000,000 - $352,000,000
05/02/01 $352,000,000 - $352,000,000
05/03/01 $352,000,000 - $352,000,000
05/04/01 $352,000,000 - $352,000,000
05/05/01 $352,000,000 - $352,000,000
05/06/01 $352,000,000 - $352,000,000
05/07/01 $352,000,000 - $352,000,000
05/08/01 $352,000,000 - $352,000,000
05/09/01 $352,000,000 - $352,000,000
05/10/01 $352,000,000 - $352,000,000
05/11/01 $352,000,000 - $352,000,000
05/12/01 $352,000,000 - $352,000,000
05/13/01 $352,000,000 - $352,000,000
05/14/01 $352,000,000 - $352,000,000
05/15/01 $352,000,000 - $352,000,000
05/16/01 $352,000,000 - $352,000,000
05/17/01 $352,000,000 - $352,000,000
05/18/01 $200,000,000 - $200,000,000
05/19/01 $200,000,000 - $200,000,000
05/20/01 $200,000,000 - $200,000,000
05/21/01 $200,000,000 - $200,000,000
05/22/01 $200,000,000 - $200,000,000
05/23/01 $200,000,000 - $200,000,000
05/24/01 $200,000,000 - $200,000,000
05/25/01 $200,000,000 - $200,000,000
05/26/01 $200,000,000 - $200,000,000
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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05/27/01 $200,000,000 - $200,000,000
05/28/01 $200,000,000 - $200,000,000
05/29/01 $100,000,000 - $100,000,000
05/30/01 $ 50,000,000 - $ 50,000,000
05/31/01 - - -
06/01/01 - - -
06/02/01 - - -
06/03/01 - - -
06/04/01 - - -
06/05/01 - - -
06/06/01 - - -
06/07/01 - - -
06/08/01 - - -
06/09/01 - - -
06/10/01 - - -
06/11/01 - - -
06/12/01 - - -
06/13/01 - - -
06/14/01 - - -
06/15/01 - - -
06/16/01 - - -
06/17/01 - - -
06/18/01 - - -
06/19/01 - - -
06/20/01 - - -
06/21/01 - - -
06/22/01 - - -
06/23/01 - - -
06/24/01 - - -
06/25/01 - - -
06/26/01 - - -
06/27/01 - - -
06/28/01 - - -
06/29/01 - - -
06/30/01 - - -
Loans from Utility Money Pool
Outstanding Amounts
Date ComEd PECO Total
---------------- -------------------- -------------------- --------------------
04/01/01 - $352,000,000 $352,000,000
04/02/01 - $352,000,000 $352,000,000
04/03/01 - $352,000,000 $352,000,000
04/04/01 - $352,000,000 $352,000,000
04/05/01 - $352,000,000 $352,000,000
04/06/01 - $352,000,000 $352,000,000
04/07/01 - $352,000,000 $352,000,000
04/08/01 - $352,000,000 $352,000,000
04/09/01 - $352,000,000 $352,000,000
04/10/01 - $352,000,000 $352,000,000
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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04/11/01 - $352,000,000 $352,000,000
04/12/01 - $352,000,000 $352,000,000
04/13/01 - $352,000,000 $352,000,000
04/14/01 - $352,000,000 $352,000,000
04/15/01 - $352,000,000 $352,000,000
04/16/01 - $352,000,000 $352,000,000
04/17/01 - $352,000,000 $352,000,000
04/18/01 - $352,000,000 $352,000,000
04/19/01 - $352,000,000 $352,000,000
04/20/01 - $352,000,000 $352,000,000
04/21/01 - $352,000,000 $352,000,000
04/22/01 - $352,000,000 $352,000,000
04/23/01 - $352,000,000 $352,000,000
04/24/01 - $352,000,000 $352,000,000
04/25/01 - $352,000,000 $352,000,000
04/26/01 - $352,000,000 $352,000,000
04/27/01 - $352,000,000 $352,000,000
04/28/01 - $352,000,000 $352,000,000
04/29/01 - $352,000,000 $352,000,000
04/30/01 - $352,000,000 $352,000,000
05/01/01 - $352,000,000 $352,000,000
05/02/01 - $352,000,000 $352,000,000
05/03/01 - $352,000,000 $352,000,000
05/04/01 - $352,000,000 $352,000,000
05/05/01 - $352,000,000 $352,000,000
05/06/01 - $352,000,000 $352,000,000
05/07/01 - $352,000,000 $352,000,000
05/08/01 - $352,000,000 $352,000,000
05/09/01 - $352,000,000 $352,000,000
05/10/01 - $352,000,000 $352,000,000
05/11/01 - $352,000,000 $352,000,000
05/12/01 - $352,000,000 $352,000,000
05/13/01 - $352,000,000 $352,000,000
05/14/01 - $352,000,000 $352,000,000
05/15/01 - $352,000,000 $352,000,000
05/16/01 - $352,000,000 $352,000,000
05/17/01 - $352,000,000 $352,000,000
05/18/01 - $200,000,000 $200,000,000
05/19/01 - $200,000,000 $200,000,000
05/20/01 - $200,000,000 $200,000,000
05/21/01 - $200,000,000 $200,000,000
05/22/01 - $200,000,000 $200,000,000
05/23/01 - $200,000,000 $200,000,000
05/24/01 - $200,000,000 $200,000,000
05/25/01 - $200,000,000 $200,000,000
05/26/01 - $200,000,000 $200,000,000
05/27/01 - $200,000,000 $200,000,000
05/28/01 - $200,000,000 $200,000,000
05/29/01 $100,000,000 $100,000,000
05/30/01 $ 50,000,000 $ 50,000,000
05/31/01 - -
06/01/01 - - -
06/02/01 - - -
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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06/03/01 - - -
06/04/01 - - -
06/05/01 - - -
06/06/01 - - -
06/07/01 - - -
06/08/01 - - -
06/09/01 - - -
06/10/01 - - -
06/11/01 - - -
06/12/01 - - -
06/13/01 - - -
06/14/01 - - -
06/15/01 - - -
06/16/01 - - -
06/17/01 - - -
06/18/01 - - -
06/19/01 - - -
06/20/01 - - -
06/21/01 - - -
06/22/01 - - -
06/23/01 - - -
06/24/01 - - -
06/25/01 - - -
06/26/01 - - -
06/27/01 - - -
06/28/01 - - -
06/29/01 - - -
06/30/01 - - -
Interest Rates for Utility Money Pool
Date Interest Rate
---------------- --------------------
04/01/01 5.26%
04/02/01 5.25%
04/03/01 5.16%
04/04/01 5.14%
04/05/01 5.13%
04/06/01 5.12%
04/07/01 5.12%
04/08/01 5.12%
04/09/01 5.14%
04/10/01 5.08%
04/11/01 5.07%
04/12/01 5.08%
04/13/01 5.08%
04/14/01 5.08%
04/15/01 5.08%
04/16/01 5.11%
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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04/17/01 5.09%
04/18/01 5.05%
04/19/01 4.91%
04/20/01 4.86%
04/21/01 4.86%
04/22/01 4.86%
04/23/01 4.83%
04/24/01 4.82%
04/25/01 4.80%
04/26/01 4.79%
04/27/01 4.81%
04/28/01 4.81%
04/29/01 4.81%
04/30/01 4.82%
05/01/01 4.77%
05/02/01 4.71%
05/03/01 4.71%
05/04/01 4.66%
05/05/01 4.66%
05/06/01 4.66%
05/07/01 4.66%
05/08/01 4.61%
05/09/01 4.57%
05/10/01 4.57%
05/11/01 4.63%
05/12/01 4.63%
05/13/01 4.63%
05/14/01 4.58%
05/15/01 4.58%
05/16/01 4.49%
05/17/01 4.50%
05/18/01 4.42%
05/19/01 4.42%
05/20/01 4.42%
05/21/01 4.41%
05/22/01 4.41%
05/23/01 4.36%
05/24/01 4.35%
05/25/01 4.31%
05/26/01 4.31%
05/27/01 4.31%
05/28/01 4.31%
05/29/01 4.32%
05/30/01 4.32%
05/31/01 4.30%
06/01/01 -
06/02/01 -
06/03/01 -
06/04/01 -
06/05/01 -
06/06/01 -
06/07/01 -
06/08/01 -
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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06/09/01 -
06/10/01 -
06/11/01 -
06/12/01 -
06/13/01 -
06/14/01 -
06/15/01 -
06/16/01 -
06/17/01 -
06/18/01 -
06/19/01 -
06/20/01 -
06/21/01 -
06/22/01 -
06/23/01 -
06/24/01 -
06/25/01 -
06/26/01 -
06/27/01 -
06/28/01 -
06/29/01 -
06/30/01 -
14. During the second 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 second quarter of 2001 and
parties thereto.
During the second quarter of 2001, Exelon entered into forward
starting interest rate swap arrangements in order to hedge interest
rate exposure on a debt offering in the second quarter of 2001. The
interest rate swaps are forward starting on or before June 30, 2001
and exchange three-month LIBOR for the fixed bid rate.
16. The name, parent company and amount invested in any intermediate subsidiary
or financing subsidiary during the second quarter of 2001 and the amount
and terms of any securities issued by such subsidiaries during the quarter.
Parent Company Subsidiary Company Total Amount
-------------- ------------------ ------------
Exelon Generation Company, LLC Exelon Generation Finance Co., LLC $698,806,735
17. A list of U-6B-2 forms filed with the Commission during the second quarter
of 2001, including the name of the filing entity and the date of filing.
Report filed for Exelon, ComEd, PECO, Exelon Business Services Company
and Exelon Enterprises Company, May 30, 2001.
18. The consolidated and separate balance sheets of each company that engaged
in jurisdictional financing transactions during the second 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 June 30, 2001.
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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19. Capital Structure of Exelon and its utility subsidiaries as of June 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 $15,195 65% $7,550 32% $630 3%
Preferred Stock and Mandatorily Redeemable
Debt 1 Common Equity Preferred Stock of a Subsidiary
Amount Percentage Amount Percentage Amount Percentage
------ ---------- ------ ---------- ------ ----------
PECO $5,939 92% $243 4% $302 5%
ComEd $7,070 57% $5,053 41% $335 3%
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.
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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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: August 29, 2001
EXELON CORPORATION
By: /s/ Jean H. Gibson
-------------------------
Vice President and Controller
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Exelon Corporation - Rule 24-CERT -
Certificate Concerning Terms and Conditions Date Filed: 8/29/2001
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Exhibit B
Page 1 of 1
Exelon Corporation and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended June 30, 2001
(In millions)
Beginning Balance $570
Net Income 315
Dividends:
Common Stock (136)
Tax benefit on stock options exercised 6
----
Ending Balance $755
====
PECO Energy Company and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended June 30, 2001
(In millions)
Beginning Balance $272
Net Income 85
Dividends:
Common Stock (55)
Preferred Stock (3)
----
Ending Balance $299
====
Commonwealth Edison and Subsidiary Companies
Retained Earnings Analysis
For the Quarter Ended June 30, 2001
(In millions)
Beginning Balance $216
Net Income 183
Dividends:
Common Stock (85)
----
Ending Balance $314
====
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