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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-1401
PECO Energy Company
Employee Savings Plan
(Full title of the plan)
PECO Energy Company
P. O. Box 8699
2301 Market Street
Philadelphia, PA 19101
(Name of the issuer of the securities held pursuant to the
plan and the address of its principal executive offices)
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 1998 and
1997
Statement of Changes in Net Assets Available for Benefits for the Years
Ended December 31, 1998 and 1997
EXHIBITS
Consent of Independent Accountants
CONTENTS
Pages
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits with Fund
Information, as of December 31, 1998 and 1997 3-4
Statements of Changes in Net Assets Available for
Benefits with Fund Information for the years ended
December 31, 1998 and 1997 5-6
Notes to Financial Statements 7-12
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of
December 31, 1998, Schedule 27a, Form 5500 13
Schedule of Reportable Transactions for the year ended
December 31, 1998, Schedule 27d, Form 5500 14
List of Exhibits 15
Signature 16
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
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 (Plan) at December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards 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 audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules are presented
for the purpose 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. The fund information in the
statements of net assets available for benefits and the statements of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information 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.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA 19103
June 29, 1999
2
<PAGE>
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information
as of December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Growth Growth & Income Small Cap Equity Income
Mutual Mutual Growth Mutual
Total Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $604,197,021 $433,044,494 $ 98,191,953 $ 4,771,414 $ 2,380,944
Insurance contracts 38,317,759 -- -- -- --
Common stock 29,614,744 -- -- -- --
Particpants' loans receivable 15,193,558 -- -- -- --
------------ ------------ ------------ ------------ ------------
Total investments 687,323,082 433,044,494 98,191,953 4,771,414 2,380,944
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $687,323,082 $433,044,494 $ 98,191,953 $ 4,771,414 $ 2,380,944
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
PECO
Money Fixed Dodge/Cox Energy Co.
Market Income Balanced Foreign Common Stock
Fund Fund Fund Fund Fund Loan Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $25,051,030 $19,687,089 $19,522,169 $ 1,547,928 $ -- $ --
Insurance contracts -- 38,317,759 -- -- -- --
Common stock -- -- -- -- 29,614,744 --
Particpants' loans receivable -- -- -- -- -- 15,193,558
----------- ----------- ----------- ----------- ----------- -----------
Total investments 25,051,030 58,004,848 19,522,169 1,547,928 29,614,744 15,193,558
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $25,051,030 $58,004,848 $19,522,169 $ 1,547,928 $29,614,744 $15,193,558
=========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
3
<PAGE>
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits with Fund Information
as of December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Growth Growth & Income Small Cap Equity Income
Mutual Mutual Growth Mutual
Total Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $434,661,681 $312,671,228 $ 75,725,122 $ 1,803,648 $ 778,643
Insurance contracts 51,973,786 -- -- -- --
Common stock 20,483,755 -- -- -- --
Particpants' loans receivable 13,279,818 -- -- -- --
------------ ------------ ------------ ------------ ------------
Total investments 520,399,040 312,671,228 75,725,122 1,803,648 778,643
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $520,399,040 $312,671,228 $ 75,725,122 $ 1,803,648 $ 778,643
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
PECO
Money Fixed Dodge/Cox Energy Co.
Market Income Balanced Foreign Common Stock
Fund Fund Fund Fund Fund Loan Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $20,793,790 $ 4,493,902 $17,576,085 $ 819,263 $ -- $ --
Insurance contracts -- 51,973,786 -- -- -- --
Common stock -- -- -- -- 20,483,755 --
Particpants' loans receivable -- -- -- -- -- 13,279,818
----------- ----------- ----------- ----------- ----------- -----------
Total investments 20,793,790 56,467,688 17,576,085 819,263 20,483,755 13,279,818
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $20,793,790 $56,467,688 $17,576,085 $ 819,263 $20,483,755 $13,279,818
=========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1998
<TABLE>
<CAPTION>
Growth Growth & Income Small Cap Equity Income Money
Mutual Mutual Growth Mutual Market
Total Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 31,934,765 $ 20,353,745 $ 5,100,287 $ 775,910 $ 385,379 $ 1,236,730
Employer contributions 6,655,284 4,334,269 1,041,283 113,212 52,865 282,862
---------------------------------------------------------------------------------------------
Total contributions 38,590,049 24,688,014 6,141,570 889,122 438,244 1,519,592
Investment income:
Interest 3,167,891 -- -- -- -- --
Dividends 27,654,438 15,743,815 7,354,228 68,449 248,867 1,157,997
Net appreciation/(depreciation) in
fair value of investments 125,540,832 107,096,610 6,579,034 (155,953) (3,004) (3)
Interest on loan repayments 1,106,290 -- -- -- -- --
Transfers of interest on
loan repayments -- 727,316 166,573 20,740 7,144 68,705
---------------------------------------------------------------------------------------------
196,059,500 148,255,755 20,241,405 822,358 691,251 2,746,291
Deductions and transfers:
Distributions (29,135,458) (15,365,386) (3,426,955) (49,488) (75,998) (2,247,255)
Transfers among funds -- (12,517,103) 5,652,381 2,194,896 987,048 3,758,204
---------------------------------------------------------------------------------------------
(29,135,458) (27,882,489) 2,225,426 2,145,408 911,050 1,510,949
---------------------------------------------------------------------------------------------
Net additions
(deductions) 166,924,042 120,373,266 22,466,831 2,967,766 1,602,301 4,257,240
Net assets available for benefits:
Beginning of year 520,399,040 312,671,228 75,725,122 1,803,648 778,643 20,793,790
---------------------------------------------------------------------------------------------
End of year $ 687,323,082 $ 433,044,494 $ 98,191,953 $ 4,771,414 $ 2,380,944 $ 25,051,030
=============================================================================================
</TABLE>
<TABLE>
<CAPTION>
Fixed Dodge/Cox PECO
Income Balanced Foreign Common Stock Loan
Fund Fund Fund Fund Fund
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 2,073,666 $ 1,592,295 $ 282,148 $ 134,605 $ --
Employer contributions 468,045 299,262 45,006 18,480 --
------------------------------------------------------------------------
Total contributions 2,541,711 1,891,557 327,154 153,085 --
Investment income:
Interest 3,167,891 -- -- -- --
Dividends 468,373 1,685,681 161,720 765,308 --
Net appreciation/(depreciation) in
fair value of investments -- (463,946) (269,917) 12,758,011 --
Interest on loan repayments -- -- -- -- 1,106,290
Transfers of interest on
loan repayments 72,497 35,552 4,815 2,948 (1,106,290)
------------------------------------------------------------------------
6,250,472 3,148,844 223,772 13,679,352 --
Deductions and transfers:
Distributions (5,284,093) (688,815) (3,869) (1,804,850) (188,749)
Transfers among funds 570,781 (513,945) 508,762 (2,743,513) 2,102,489
------------------------------------------------------------------------
(4,713,312) (1,202,760) 504,893 (4,548,363) 1,913,740
------------------------------------------------------------------------
Net additions
(deductions) 1,537,160 1,946,084 728,665 9,130,989 1,913,740
Net assets available for benefits:
Beginning of year 56,467,688 17,576,085 819,263 20,483,755 13,279,818
------------------------------------------------------------------------
End of year $ 58,004,848 $ 19,522,169 $ 1,547,928 $ 29,614,744 $ 15,193,558
========================================================================
</TABLE>
See notes to financial statements.
5
<PAGE>
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the year ended December 31, 1997
<TABLE>
<CAPTION>
Growth Growth & Income Small Cap Equity Income Money
Mutual Mutual Growth Mutual Market
Total Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 28,642,419 $ 19,932,714 $ 3,854,938 $ 95,353 $ 19,437 $ 611,029
Employer contributions 6,464,570 4,464,702 852,709 12,986 3,520 163,672
---------------------------------------------------------------------------------------------
Total contributions 35,106,989 24,397,416 4,707,647 108,339 22,957 774,701
Investment income:
Interest 3,705,016 -- -- -- -- --
Dividends 54,419,493 41,030,348 9,397,683 59,897 21,156 594,642
Net appreciation/(depreciation) in
fair value of investments 21,366,395 16,441,490 4,777,822 (90,060) (4,264) --
Interest on loan repayments 958,810 -- -- -- -- --
Transfers of interest on
loan repayments -- 628,584 118,269 2,394 309 32,212
---------------------------------------------------------------------------------------------
115,556,703 82,497,838 19,001,421 80,570 40,158 1,401,555
Deductions and transfers:
Distributions (22,066,050) (10,813,206) (3,107,157) -- -- (817,187)
Transfers among funds -- (5,655,896) 3,069,297 1,723,078 738,485 12,607,047
---------------------------------------------------------------------------------------------
( 22,066,050) (16,469,102) (37,860) 1,723,078 738,485 11,789,860
---------------------------------------------------------------------------------------------
Net additions
(deductions) 93,490,653 66,028,736 18,963,561 1,803,648 778,643 13,191,415
---------------------------------------------------------------------------------------------
Net assets available for benefits:
Beginning of year 426,908,387 246,642,492 56,761,561 -- -- 7,602,375
---------------------------------------------------------------------------------------------
End of year $ 520,399,040 $ 312,671,228 $ 75,725,122 $ 1,803,648 $ 778,643 $ 20,793,790
=============================================================================================
</TABLE>
<TABLE>
<CAPTION>
Fixed Credit Dodge/Cox PECO
Income Union Balanced Foreign Common Stock Loan
Fund Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 2,431,923 $ 406,124 $ 1,255,770 $ 30,704 $ 4,427 $ --
Employer contributions 576,581 118,204 265,924 5,754 518 --
---------------------------------------------------------------------------------------
Total contributions 3,008,504 524,328 1,521,694 36,458 4,945 --
Investment income:
Interest 3,705,016 -- -- -- -- --
Dividends -- 537,631 1,222,148 14,073 1,541,915
Net appreciation/(depreciation) in
fair value of investments -- -- 1,428,299 (14,634) (1,172,258)
Interest on loan repayments -- -- -- -- -- 958,810
Transfers of interest on
loan repayments 117,481 32,141 26,448 934 38 (958,810)
---------------------------------------------------------------------------------------
6,831,001 1,094,100 4,198,589 36,831 374,640 --
Deductions and transfers:
Distributions (4,836,712) (808,230) (401,717) -- (1,197,373) (84,468)
Transfers among funds (4,245,089) (13,677,069) 2,214,014 782,432 (475,880) 2,919,581
---------------------------------------------------------------------------------------
(9,081,801) (14,485,299) 1,812,297 782,432 (1,673,253) 2,835,113
---------------------------------------------------------------------------------------
Net additions
(deductions) (2,250,800) (13,391,199) 6,010,886 819,263 (1,298,613) 2,835,113
---------------------------------------------------------------------------------------
Net assets available for benefits:
Beginning of year 58,718,488 13,391,199 11,565,199 -- 21,782,368 10,444,705
---------------------------------------------------------------------------------------
End of year $ 56,467,688 $ -- $ 17,576,085 $ 819,263 $ 20,483,755 $ 13,279,818
=======================================================================================
</TABLE>
See notes to financial statements.
6
<PAGE>
PECO ENERGY COMPANY EMPLOYER SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the PECO Energy Company Employee Savings Plan:
General - The PECO Energy Company Employee Savings Plan (Plan) is a
trusteed defined contribution plan. The Plan was formed as of January 1,
1984 for the purpose of allowing eligible employees of PECO Energy Company
and subsidiaries (the Company) to reduce their taxable incomes pursuant to
Section 401(k) of the Internal Revenue Code.
All employees classified as "regular", "part-time" or "probationary" become
eligible to participate in the Plan immediately upon completion of six
months of service.
Contributions - Participants elect to have the Company make contributions
to the Plan on their behalf. Such contributions are made by authorizing the
Company to withhold from the participant's salary an amount equal to the
contribution to be made. Participants may elect to authorize the Company to
contribute from 1% to 17% of their base salary depending upon their salary
level.
Effective January 1, 1997, the Plan was amended to reflect the addition of
employer matching contributions. The Company will make a matching
contribution of 50 cents on each dollar of employee contributions up to 4%
of an employee's base salary deposited into the Plan. Employees are always
fully vested on employer contributions.
Effective October 1, 1997, Fidelity Investments assumed the role and
responsibility of Record Keeper for the Plan.
Participants may elect their contributions be invested in one or more of
the following generic fund categories - Growth, Growth and Income,
Balanced, Equity Income, Small Capitalization Growth, Foreign, Money
Market, Fixed Income, or Company Stock. (See Note 2)
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.
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.
7
<PAGE>
1. Description of the PECO Energy Company Employee Savings Plan, Continued:
Participant Accounts - Each participant's account is credited with the
participant's contribution, the Company's contribution and Plan earnings.
Payment of Benefits - Upon termination of service a participant receives a
lump-sum amount equal to the value in his or her account.
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 equivalent to 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.
Plan Termination - While it is the Company's intention to continue the Plan
in operation indefinitely, the Company 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.
2. Summary of Significant Accounting Policies:
Valuation of Investments
Investments in mutual funds are valued at the reported net asset value on
the last day of the year.
Concentration of Credit Risk
The Plan invests in benefit-responsive guaranteed investment contracts with
four insurance companies and is subject to credit risk with respect to
these insurance companies.
The Plan also invests in government notes and securities which include
direct obligations of the United States (U.S.), or obligations of agencies
or instrumentalities thereof, which are backed by the full faith and credit
of the U.S. government.
8
<PAGE>
2. Summary of Significant Accounting Policies, Continued:
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 disclosures 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, market and credit. 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.
3. Investments:
The Plan investments consist of the following funds:
Growth - The growth mutual funds invest primarily in U.S. and foreign
common stocks of 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 funds invest primarily in
common stocks, focusing on larger, more established companies. Investments
are spread out across many different kinds 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 capitalization of less
than $1 billion at the time of investment. The fund attempts to maintain 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
<PAGE>
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.
Foreign - The foreign fund invests primarily in common stocks of companies
in any foreign country, developed or developing. This goal of this fund is
to provide capital growth over the long-term by investing internationally.
Money Market Fund - The money market fund invests primarily in high
quality, 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' investments,
maintain a stable price, and provide current income.
The Fidelity Money Market Fund is valued at the cost of contributions made
plus accrued interest.
Fixed Income Fund - The fixed income funds consist of insurance contracts
which are benefit-responsive guaranteed investment contracts and are valued
at contract value, which approximates fair value. Contract value represents
the cost of contributions made under the contract plus accrued interest at
the contract rate less withdrawals. 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 across 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.
PECO Energy Common Stock Fund - The Company stock fund invests primarily
PECO Energy Company 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.
Purchases and sales of investments are reflected on a trade-date basis.
Dividend income is recorded when declared payable.
10
<PAGE>
3. Investments, Continued:
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.
As of December 31, 1998 and 1997, respectively, the Plan held the following
investments, each of which accounted for more than 5% of the total net
assets available for benefits:
Investments 1998 1997
----------- ---- ----
Growth Mutual Fund - Janus Fund** $ -- $166,850,056
Legg Mason NAV Value Trust Fund 249,649,394 --
Growth Mutual Fund - Fidelity Contrafund 183,395,100 145,821,172
Growth & Income Mutual Fund - Putnam:
Putnam Growth & Income Fund A 78,782,668 72,993,091
** The Janus Fund was replaced by the Legg Mason NAV Value Trust on
Sept. 30, 1998.
4. Loans:
The activity for the Loan Fund is summarized as follows:
1998 1997
---- ----
Loan balance, beginning of year $ 13,279,818 $ 10,444,705
Loan distributions 8,289,649 8,304,549
Principal repayments (6,375,909) (5,469,436)
------------ ------------
Loan balance, end of year $ 15,193,558 $ 13,279,818
============ ============
Interest paid $ 1,106,290 $ 958,810
============ ============
The interest rate on all loans ranged from 6.65% to 8.75% and from 7.38% to
8.50% in 1998 and 1997, respectively.
11
<PAGE>
5. Tax Status:
The Internal Revenue Service has determined and informed the Company 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, the Company
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:
General and administrative expenses of the Plan incurred by the Company
totaled approximately $66,400 and $32,200 in 1998 and 1997, respectively.
12
<PAGE>
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
as of December 31, 1998
Line 27(a), Form 5500
<TABLE>
<CAPTION>
e. Current
a. b. Identity of Issuer, Lessor Similar Party c. Description of Investment d. Cost Value
- -- ----------------------------------------------- ------------------------------------------ ------------ ------------
<C> <S> <C> <C> <C>
Legg Mason NAV Value Trust Mutual Fund $186,694,581 $249,649,394
* Fidelity Contrafund Mutual Fund 166,324,824 183,395,100
Putnam Fund Mutual Fund 82,355,284 78,782,668
Spartan Mutual Fund 16,660,034 19,409,285
Franklin Small Capitalization Fund Mutual Fund 4,907,090 4,771,414
Putnam Equity Income Fund Mutual Fund 2,423,621 2,380,944
* Fidelity Retirement Money Market Mutual Fund 25,051,030 25,051,030
Dodge & Cox Balanced Fund Mutual Fund 20,701,629 19,522,169
* Managed Income Portfolio II Mutual Fund 19,687,089 19,687,089
Continental Assurance Company (1997) Insurance Contract maturing 12/29/01, 7.13% 9,976,634 9,976,634
Continental Assurance Company (1996) Insurance Contract maturing 12/29/00, 6.30% 14,974,344 14,974,344
Principal Mutual Life Insurance Company (1995) Insurance Contract maturing 12/30/99, 7.70% 13,366,781 13,366,781
Templeton Foreign Fund Mutual Fund 1,805,409 1,547,928
* PECO Energy Company Common stock 14,612,870 29,614,744
Participant Loans Rates ranged from 6.65% to 8.75% -- 15,193,558
------------ ------------
$579,541,220 $687,323,082
============ ============
<FN>
* - Denotes parties-in-interest.
</FN>
</TABLE>
13
<PAGE>
PECO ENERGY COMPANY EMPLOYEE SAVINGS PLAN
Schedule of Reportable Transactions
for the year ended December 31, 1998
Line 27(d), Form 5500
<TABLE>
<CAPTION>
c. Total Dollar
b. Description Value of d. Total Dollar i. Net Gain
a. Identity of Party Involved of Asset Purchases Value of Sales or Loss
- -------------------------------- -------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Janus Fund Mutual Fund $ 19,235,246 $198,851,932 $(15,553,066)
Legg Mason NAV Value Trust Mutual Fund 194,022,512 8,101,927 774,066
Fidelity Contrafund Mutual Fund 41,356,353 34,383,595 (42,453)
Fidelity Retirement Money Market Mutual Fund 21,073,749 16,816,506 --
Spartan US Equity Index Mutual Fund 21,711,899 8,001,965 265,568
Putnam Growth & Income A Mutual Fund 15,377,690 13,199,826 (698,872)
Managed Income Portfolio II Mutual Fund 20,845,428 5,651,479 --
</TABLE>
14
<PAGE>
EXHIBITS
List of Exhibits:
Exhibit 23.1 - Consent of Independent Accountants
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
By: /s/ J. Barry Mitchell
--------------------------------------
J.Barry Mitchell
Vice President - Finance and Treasurer
Plan Administrator
16
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Registration No. 333-36739) of PECO Energy Company of our
report on our audits of the financial statements of the PECO Energy Company
Employee Savings Plan as of December 31, 1998 and 1997 and for each of the two
years in the period ended December 31, 1998, dated June 29, 1999, which appears
on page 3 of this Form 11-K.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA 19103
June 29, 1999
