PECO ENERGY CO
8-K, 1997-12-12
ELECTRIC & OTHER SERVICES COMBINED
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                                   FORM 8-K/A





                       SECURITIES AND EXCHANGE COMMISSION




                              Washington, DC 20549

                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934




                        Date of Report: December 12, 1997



                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)



                         PENNSYLVANIA 1-1401 23-0970240
                       (State or other (SEC (IRS Employer
                   jurisdiction of file number) Identification
                             incorporation) Number)




              230l Market Street, Philadelphia, Pennsylvania 19101
               (Address of principal executive offices) (Zip Code)



               Registrant's telephone number, including area code:
                                 (215) 841-4000



<PAGE>


Item 5. Other Events
As  previously  reported,  the  Company  has been  involved  in a  restructuring
proceeding,  which began April 1, 1997, pursuant to the Pennsylvania Electricity
Generation Customer Choice and Competition Act (Competition Act).

On December 11, 1997, the Pennsylvania  Public Utility Commission (PUC) rendered
a decision. A summary of that decision follows:

PUC Restructuring Vote

December 12, 1997

On Thursday, December 11, 1997, the Pennsylvania Public Utility Commission (PUC)
approved a restructuring plan for PECO Energy. Rejecting both the Enron Plan and
the Partial  Settlement,  the PUC  approved a motion by a 3-2 vote in favor of a
PUC-designed  alternative  plan.  The PUC has  directed  the  Office of  Special
Assistants to prepare an appropriate order consistent with the motion.

PECO is reviewing  the terms of the PUC motion and making an  assessment  of its
financial and operational  impact, as well as an assessment of any legal actions
the Company may take.  (A  thirty-day  appeal  window  begins after the order is
entered.)  Under the terms of the motion,  PECO must submit a compliance  filing
with the PUC within 20 days following the entry of the written order.

The  following  is a summary of the major  elements  of the  restructuring  plan
approved by the PUC:

- - PECO may collect  $5.024  billion in stranded costs over an eight and one-half
year transition period beginning January 1, 1999 and ending June 30, 2007.

- - Rates are capped at the 1996 system average of 9.95 cents per kWh.

- - Beginning on January 1, 1999, PECO will unbundle rates into three components:

            - a transmission and distribution  rate, lowered from the 3.11 cents
per kWh established in the Partial  Settlement,  of approximately 2.93 cents per
kWh.

            - a  levelized  competitive  transition  charge  (CTC)  designed  to
collect the $5.024 billion of stranded costs over eight and one-half years.  The
CTC rates will not be set until PECO's compliance filing is approved. In setting
the rates, the PUC will assume a 0.8 percent annual sales growth rate and a cost
of capital of 7.47 percent on the unamortized balance. Revenue collected through
the CTC will be reconciled annually.

            - an estimated "shopping credit" set at approximately 4.46 cents per
kWh on a  system-wide  basis.  The  actual  credit  will  be  determined  in the
Company's compliance filing.

- - The PUC estimates that a customer who chooses to "shop" can save as much as 15
percent, depending on actual market prices.

- - Customers who elect not to choose an alternative energy supplier will have the
option to remain on bundled rates through the end of the transition period.

- - Customer choice will be phased in over a two-year period.  One-third of PECO's
customers  will be  eligible  to choose on January 1, 1999,  with an  additional
one-third gaining access on January 2, 1999. The final third will be eligible to
choose their power  supplier on January 2, 2000.  Open  enrollment for the first
two-thirds will begin on March 1, 1998.

- - The  PUC did not  issue a  qualified  rate  order  authorizing  PECO to  issue
transition  bonds in excess of the $1.1 billion approved under the PUC's May 22,
1997  order.  In its  motion,  the PUC stated  that PECO may file a request  for
additional authorization.

- - With regard to the transfer of PECO's  generation assets to a separate entity,
the PUC  stated  that PECO  must  submit a  separate  filing  requesting  such a
transfer.


<PAGE>

Stranded Cost Recovery

Below is a summary of stranded cost  recovery,  as requested by PECO in its July
18, 1997 rebuttal filing;  as provided for in the settlement  agreement;  and as
reflected in the  Pennsylvania  PUC's motion.  These numbers are based on PECO's
preliminary  assessment of the motion and may change  pending  clarification  or
correction.


<TABLE>
<CAPTION>
                            July 18, 1997             August 27, 1997               PA PUC
                           Rebuttal Filing               Settlement                 Motion
                                (000)                      (000)                     (000)

<S>                          <C>                       <C>                        <C>        
Generation Plant             $ 6,787,296               $  6,787,296               $ 6,639,000
Market Value                  (2,303,000)                (2,303,000)               (3,960,000)
                             ------------              -------------              ------------
Stranded Generation
 Assets                        4,484,296                  4,484,296                 2,679,000
Regulatory Assets              2,589,057                  2,589,057                 2,219,600  (1)
Regulatory Liabilities            (5,319)                    (5,319)                 (368,208) (2)
Nuclear Decommissioning          233,827                    233,827                         0  (3)
Fossil Decommissioning           126,605                    126,605                         0
Other Transition Costs            32,661                     32,661                    33,000
T&D Transfer (4)                       0                          0                   461,000
Disallowance (5)                       0                 (2,000,000)                        0
                             ------------              -------------              -----------
Total                        $ 7,461,127               $  5,461,127               $ 5,024,392


<FN>
(1) Subject to correction.  PECO's  initial review of the motion  indicates
recovery of $2,237,000.
(2) Represents pension fund adjustment and SFAS 106
Trust Earnings.

(3) No recovery of unfunded  portion;  ongoing  expense will be funded through a
separate surcharge.

(4) Transfer of previously classified T&D expense to generation-related expense,
effectively reducing the market value of generation plant.

(5) No explicit disallowance by PUC.

</FN>
</TABLE>

<TABLE>
Regulatory Asset Detail

<CAPTION>
                                                     Rebuttal Filing               PAPUC
                                                       & Settlement                Motion
                        Description                       (000)                    (000)
- ------------------------------------------------------------------------------------------------------
<S>
Carrying charges on 50 percent of Limerick            <C>                        <C>
            common plant not included in ratebase     $   175,812                $   158,300
Carrying charges on 50 percent of common
            plant of Peach Bottom, Salem and Eddystone     17,400                     17,400
Unamortized loss on reacquired debt                       158,311                    158,311
Nuclear design basis documentation                         28,852                          0
Limerick "early window" deferred costs                     86,286                     65,446
Deferred fuel costs                                       311,468                     96,162
Deferred SFAS 106 costs                                   100,580                     20,394
Deferred SFAS 109 tax expense                           1,687,069                  1,687,000
Other/Compensated Absences                                 23,279                     16,587
                                                      ------------              ------------
Total Regulatory Assets                              $  2,589,057               $  2,219,600


</TABLE>


The Company will continue to evaluate the PUC's motion.

                                     * * * *


<PAGE>



                                   SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.




                                                             PECO ENERGY COMPANY


                                                           \s\ J. Barry Mitchell
                                                         -----------------------
                                                          Vice President-Finance
                                                                   and Treasurer

December 12, 1997










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