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File No. 1-1401
FORM U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
PECO Energy Company
(Name of Company)
For the Year Ended December 31, 1999
1
<PAGE>
PECO Energy Company
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935. In support of such claim for
exemption the following information is submitted.
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF CLAIMANT
AND EVERY SUBSIDIARY THEREOF.
PECO Energy Company (PECO Energy or Claimant) is primarily a vertically
integrated utility that historically has provided regulated retail electric and
natural gas service to customers in its franchised services territory in
southeastern Pennsylvania. Pursuant to the Electricity Generation Customer
Choice and Competition Act (Competition Act), the Commonwealth of Pennsylvania
has required the unbundling of retail electric services in Pennsylvania into
separate generation, transmission and distribution services with open retail
competition for generation services. Since the commencement of deregulation in
1999, PECO Energy serves as the local distribution company providing electric
distribution services in southeastern Pennsylvania and bundled electric service
to customers who do not choose an alternate electric generation supplier. PECO
Energy engages in the wholesale marketing of electricity on a national basis.
Through its Exelon Energy division, the Claimant is a competitive generation
supplier offering competitive energy supply to customers throughout
Pennsylvania. The Claimant's infrastructure services subsidiary, Exelon
Infrastructure Services, Inc. (EIS), provides utility infrastructure services to
customers in several regions of the United States. The Claimant has also formed
AmerGen Energy Company (AmerGen), a joint venture with British Energy plc
(British Energy), to acquire and operate nuclear generating facilities. The
Claimant also participates in joint ventures which provide telecommunications
services in the Philadelphia metropolitan region. The Claimant is located at
2301 Market Street, Philadelphia, Pennsylvania.
PECO Energy's traditional retail service territory covers 2,107 square miles.
Electric service is furnished to an area of 1,972 square miles with a population
of about 3.6 million, including 1.5 million in the City of Philadelphia.
PECO Energy operates nuclear, coal, oil, natural gas, landfill gas, and hydro
electric generating plants. PECO Energy is also a wholesale power marketer with
transactions in 47 states and Canada.
Of the total electric and gas business done by Claimant and its subsidiaries in
1999, the predominant portion was done directly by Claimant as indicated in the
following:
Claimant after
eliminating Claimant and
inter-Company subsidiaries
transactions consolidated
Operating Revenue ($1,000)
Electric & Gas 5,328,195 6,230,830
Electric Sales -
Millions of KWH(Gross) 74,655 76,052
Electric Customers -
December 31 1,261,405 1,261,405
Gas Sales -
MCF (Natural Gas) 52,529,695 (1) 52,529,695 (1)
2
<PAGE>
Gas Customers -
December 31 424,937 424,937
(1) Claimant also transported 31,653,606 MCF of gas for its gas customers.
Following is a list of the subsidiary companies of Claimant and their respective
states of organization, together with a description of the location and nature
of their business:
PECO Energy Power Company - Incorporated in Pennsylvania
2301 Market Street, Philadelphia, PA
This wholly owned subsidiary of the Claimant is a registered holding
company and together with its wholly-owned subsidiary, The Susquehanna
Power Company, owns the Conowingo Hydroelectric Project (Conowingo
Project), which was constructed under a federal license dated February
20, 1926, issued by the Federal Power Commission under the Federal
Water Power Act of 1920. The original license expired in 1976 after its
50-year term was completed. The new license was issued August 14, 1980
and will expire September 1, 2014. PECO Energy Power Company owns that
portion of the project located in Pennsylvania, and its portion of the
transmission line is leased to and operated by Claimant.
Susquehanna Power Company - Incorporated in Maryland
2569 Shures Landing Road, Darlington, MD
This wholly owned subsidiary of PECO Energy Power Company owns
that portion of the Conowingo Project located in Maryland.
This property is leased to and operated by The Susquehanna
Electric Company, a wholly owned subsidiary of Claimant.
The Proprietors of the Susquehanna Canal - Incorporated in Maryland
Inactive.
Susquehanna Electric Company - Incorporated in Maryland
2569 Shures Landing Road, Darlington, MD
This wholly owned subsidiary of the Claimant operates the Conowingo
Project. It sells most of the energy produced to Claimant.
Adwin Equipment Company (AECO) - Incorporated in Pennsylvania
2301 Market Street, Philadelphia, PA
This wholly owned subsidiary of Claimant is primarily engaged in
electrical distribution equipment rental, and owns a 50% managing
partnership interest in a co-generation plant.
Adwin (Schuylkill) Cogeneration, Inc. - Incorporated in Pennsylvania
2301 Market Street, Philadelphia, PA
This company is a wholly owned subsidiary of AECO. Adwin (Schuylkill)
Cogeneration, Inc.'s partnership interest in the Grays Ferry
Cogeneration Partnership was transferred to the partnership in 1999 and
the entity is in the process of being dissolved.
AmerGen Energy Company, LLC - Incorporated in Delaware 965 Chesterbrook
Boulevard, 62-2, Wayne, PA 19087
This entity is a joint venture with British Energy plc to acquire nuclear
and complementary electric generating assets. The Claimant holds a 50%
LLC membership interest in this joint venture.
Eastern Pennsylvania Development Company (EPDC) - Incorporated in Pennsylvania
2301 Market Street, Philadelphia, PA
This company is a wholly owned subsidiary of Claimant whose sole
function is to act as a holding company for Adwin Realty Company and
Energy Performance Services, Inc.
3
<PAGE>
Adwin Realty Company - Incorporated in Pennsylvania
2301 Market Street, Philadelphia, PA
This wholly owned subsidiary of EPDC is engaged in real estate
development.
Energy Performance Services, Inc. (EPS) t/a Energy Assets
- Incorporated In Pennsylvania
2003 Renaissance Blvd., King of Prussia, PA
EPS is 10% owned by EPDC and is engaged in providing
engineering, construction and management services to
industrial, commercial and institutional customers.
Energy Trading Company - Incorporated in Delaware
1013 Centre Road, Wilmington, DE
This wholly owned subsidiary of the Claimant currently holds two
investments in publicly traded companies involved in electronic
commerce initiatives.
Exelon Infrastructure Services, Inc. (EIS,Inc.) - Incorporated in Delaware
2600 Monroe Boulevard, Norristown, PA
EIS, Inc. is 95% owned by Claimant and is the holding company for a
multi-company infrastructure services division specializing in the
design, construction, operation and maintenance of utility distribution
networks. Current subsidiaries:
Exelon Infrastructure Services of PA, Inc. (EISPA)
Incorporated in Pennsylvania
2600 Monroe Boulevard, Norristown, PA
EISPA was formed as an entity into which the Claimant's
unregulated infrastructure business has been contributed.
Chowns Communications, Inc. - Incorporated in Delaware
2301 Market Street, Philadelphia, PA 19103
Infrastructure Services.
Fischbach and Moore Electric, Inc. - Incorporated in Delaware
2301 Market Street, Philadelphia, PA 19103
Infrastructure Services.
MRM Technical Group, Inc. - Incorporated in Delaware
2301 Market Street, Philadelphia, PA 19103
Infrastructure Services.
NEWCOTRA, Inc. - Incorporated in Delaware
2301 Market Street, Philadelphia, PA 19103
Infrastructure Services.
Syracuse Merit Electric, Inc. - Incorporated in Delaware
2301 Market Street, Philadelphia, PA 19103
Infrastructure Services.
Trinity Industries, Inc. - Incorporated in New Jersey
2301 Market Street, Philadelphia, PA 19103
Infrastructure Services.
OSP Consultants, Inc. - Incorporated in Virginia
21400 Ridgetop Circle, Suite 101, Sterling, Virginia
Infrastructure Services.
4
<PAGE>
Exelon Corporation - Formed in Pennsylvania
2600 Monroe Blvd., Norristown, PA
This wholly owned subsidiary of the Claimant is engaged in
telecommunication services and investments. Exelon is the sole
shareholder of Exelon Capital Partners, Inc. Exelon Corp. is also a 50%
owner of CIC Global, LLC which is in the business of enhanced meter
reading technology.
Exelon Capital Partners, Inc. - Incorporated in Delaware
2751 Centerville Road, Suite 310, Wilmington, DE
A wholly owned subsidiary of Exelon Corporation. A holding
company in the business of investing in telecommunication and
other start up businesses.
Horizon Energy Company - Incorporated in Pennsylvania
2600 Monroe Blvd., Norristown, PA
This wholly owned subsidiary of Claimant was formed to sell
competitively priced electricity and natural gas in deregulating retail
markets. It is currently inactive.
East Coast Natural Gas Cooperative LLP - Incorporated in
Delaware 1013 Centre Road, Suite 310, Wilmington, DE A limited
liability company in which Horizon Energy Company holds a
16.66% LLP interest, formed to facilitate the coordinated use
of certain natural gas capacity, storage, transportation and
supply assets.
NewHoldCoCorporation (f/k/a PECO Energy Corporation)- Incorporated in
Pennsylvania 2301 Market Street, Philadelphia, PA This wholly owned
subsidiary was created to hold stock and other securities of
subsidiaries.
PECO Wireless, LLC - Formed in Delaware
2301 Market Street, Philadelphia, PA
This wholly owned LLC of the Claimant serves as a holding company.
ANTP Finance Company - Incorporated in Delaware
103 Foulk Road, Suite 243, Wilmington, DE
This wholly owned subsidiary of PECO Wireless, LLC was
established as an investment holding company.
AT&T Wireless PCS of Philadelphia, LLC. - Incorporated in
Delaware Corporation Trust Center, 1209 Orange Street,
Wilmington, DE A limited liability company in which PECO
Wireless, LLC holds a 49% LLC membership interest in a joint
venture with AT&T Wireless Services formed to offer personal
communications services in the Philadelphia Major Trading
Area.
PEC Financial Services, LLC - Incorporated in Pennsylvania
1050 W. Swedesford Road, Berwyn, Pennsylvania
This wholly owned LLC of PECO Wireless, LLC provides financial
services, including investment management.
PECO Energy Capital Corp. (PECC) - Incorporated in Delaware
1013 Centre Road, Wilmington, DE
This wholly owned subsidiary of Claimant was formed as a financing
vehicle for issuance of cumulative income preferred securities; it is
the general partner in PECO Energy Capital, L.P.
5
<PAGE>
PECO Energy Capital, L.P. - Incorporated in Delaware
1013 Centre Road, Wilmington, DE
A Delaware limited partnership whose general partner interest
is held by PECC. Its sole purpose is to issue cumulative
income preferred securities and lend the proceeds thereof to
Claimant.
PECO Energy Capital Trust I - Incorporated in Delaware
c/o PNC Bank, 222 Delaware Avenue, Wilmington, DE
This is a trust created for the issuance of a
specific series of cumulative preferred securities.
(inactive)
PECO Energy Capital Trust II- Incorporated in Delaware
c/o First Union Trust Company, 920 King Street,
Wilmington, DE
This is a trust created for the issuance of a
specific series of cumulative preferred securities.
PECO Energy Capital Trust III - Incorporated in Delaware
c/o First Union Trust Company, 920 King Street,
Wilmington, DE
This is a trust created for the issuance of a
specific series of cumulative preferred securities.
PECO Energy Transition Trust - Incorporated in Delaware
c/o First Union Trust Company, 920 King Street, Wilmington, DE
This wholly owned subsidiary of Claimant is a business trust that was
used for the securitization of stranded costs.
PECO Hyperion Telecommunications - Incorporated in Pennsylvania
2570 Boyce Plaza Road, Pittsburgh, PA
Represents the Claimant's 50% interest in a general partnership that
operates competitive local exchange carrier that provides services such
as local dial tone, long distance, Internet service and point-to-point
(voice and data) communications for businesses and institutions in
eastern Pennsylvania.
6
<PAGE>
2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS SUBSIDIARY
PUBLIC UTILITY COMPANIES USED FOR THE GENERATION, TRANSMISSION, AND DISTRIBUTION
OF ELECTRIC ENERGY FOR SALE, OR FOR THE PRODUCTION, TRANSMISSION, AND
DISTRIBUTION OF NATURAL OR MANUFACTURED GAS, INDICATING THE LOCATION OF
PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES, PRODUCING FIELDS, GAS
MANUFACTURING PLANTS, AND ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING
ALL SUCH PROPERTIES WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS
SUBSIDIARIES ARE ORGANIZED AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.
CLAIMANT TOGETHER WITH ITS PUBLIC UTILITY SUBSIDIARIES
The properties of Claimant and PECO Energy Power Company are located within
Pennsylvania, except that the Claimant holds a 42.59 percent ownership interest
in certain generating facilities located in Salem, NJ which presently consist of
942 megawatts of nuclear and 16 megawatts of gas turbine generation as of
December 31, 1999. Claimant is also joint operator of a reservoir located near
Phillipsburg, NJ. The properties of Claimant's other public utility subsidiaries
are located wholly within Maryland. The location of the principal electric
generating plants, electric and gas transmission and distribution facilities,
including all transmission or pipelines which deliver or receive electric energy
or gas at state borders, is in southeastern Pennsylvania, with the exception of
the jointly owned Keystone and Conemaugh minemouth electric generating stations
located near Johnstown, PA, and the Salem plant.
The following information, unless otherwise indicated, is as of December 31,
1999:
The electric facilities of Claimant and its subsidiaries with a total net summer
capacity of 9,297 net megawatts, include twenty-one generating stations of which
2,871 megawatts are fossil-fired steam; 849 megawatts are internal combustion;
1,422 megawatts are hydro; and 4,155 megawatts are nuclear. The nineteen
generating stations are interconnected through transmission lines, substations
and related facilities.
The electric facilities of Claimant also include 88,639 conductor miles of
transmission, distribution and street lighting lines serving 1,603,180 electric
meters installed on customers' premises. Additional bulk power capacity is
available to Claimant through the PJM Interconnection, L.L.C. among the
properties of Claimant, Pennsylvania Power & Light Company, Public Service
Electric and Gas Company, Baltimore Gas and Electric Company, Pennsylvania
Electric Company, Metropolitan Edison Company, Jersey Central Power & Light
Company, Potomac Electric Power Company, and Conectiv. The maximum peak load
(hourly demand) for the calendar year 1999, on the facilities of Claimant and
subsidiaries was 7,850 megawatts which occurred on July 6, 1999.
7
<PAGE>
The electricity generating plants of Claimant and subsidiary companies at
December 31, 1999 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NET SUMMER
NAME OF PLANT LOCATION TYPE (A) CAPACITY -
CLAIMANT MEGAWATTS
Chester Chester, PA on
Delaware River G 39.0
Cromby Phoenixville on
Schuylkill River S, G, I 347.7
Delaware Central Philadelphia
on Delaware River S, G, I 308.7
Richmond Northeast Philadelphia
on Delaware River G 96.0
Schuylkill Central Philadelphia
on Schuylkill River S, G, I 198.8
Southwark Southeast Philadelphia
on Delaware River G 52.0
Eddystone Eddystone, PA on
Delaware River S, G 1,401.0
Peach Bottom Atomic Near Delta, PA on
Power Station Susquehanna River N 928.0
Keystone Near Johnstown, PA M, I 359.3
Muddy Run 13 miles up-stream
from Conowingo Dam on
the Susquehanna River HP 910.0
Conemaugh Near Johnstown, PA M, I 354.3
Moser Moser Rd., Pottstown, PA G 51.0
Falls Falls Twp., Bucks Co., PA G 51.0
Salem Generating
Station Salem Co., New Jersey N, G 958.0
Croydon Bristol Twp., PA G 380.0
Limerick Limerick Twp.,
Montgomery Co., PA N 2,284.0
Fairless Hills Falls Twp., Bucks Co., PA S 60.0
Pennsbury Falls Twp., Bucks Co., PA G 5.7
-------
Total for Claimant's Stations 8,784.5
PECO ENERGY POWER COMPANY
SUSQUEHANNA POWER COMPANY
Conowingo Near Conowingo, MD,
on Susquehanna River H 512.0
-------
Total for Claimant and Subsidiaries 9,296.5
=======
</TABLE>
(A) G = Gas Turbine
S = Steam Turbine
I = Internal Combustion
N = Nuclear
M = Mine-mouth, steam turbine
HP= Hydro-Pumped Storage
H = Hydro
8
<PAGE>
The following summary shows the relationship of the principal
properties by Claimant to those owned by subsidiaries,
<TABLE>
<CAPTION>
<S> <C> <C> <C>
OWNED BY OWNED BY
ELECTRIC PROPERTIES CLAIMANT SUBSIDIARIES TOTAL
Generating Capacity (MW) 8,785 512 9,297
Substation Transformer
Capacity (KVA) 34,877,382 -0- 34,877,382
Transmission and
Distribution Lines -
Conductor Miles 88,545 94 88,639
GAS PROPERTIES
Liquefied Natural Gas
Storage Capacity (MCF) 1,200,000 -0- 1,200,000
Max. Daily Sendout
(MCF/Day) 157,000 -0- 157,000
Propane-Air
Storage Capacity (Water)
(Gallons) 1,980,000 -0- 1,980,000
Max. Daily Sendout
(MCF/Day) 28,800 -0- 28,800
Distribution Main
(Miles) 5,884 -0- 5,884
</TABLE>
The Claimant owns 88,639 conductor miles of transmission and distribution lines
including 891 conductor miles of 500,000 volts, 1,634 conductor miles of 220,000
volts, 15 conductor miles of 132,000 volts, 570 conductor miles of 66,000 volts,
48,251 conductor miles of 33,000, 13,000 and 4,000 volts, and 37,278 conductor
miles of 220-110 volts.
Claimant owns and operates 431 substations with a total installed capacity of
34,877,382 KVA in transformer equipment and 123,000 KW in 25 cycle frequency
converter equipment.
The capacities used in this statement are nameplate ratings, except where
limited by associated equipment or operating conditions, in which case the
limited capacity is used.
Claimant's transmission lines make five connections with Public Service Electric
and Gas Company (New Jersey) at the Pennsylvania-New Jersey line: two near New
Hope, Pennsylvania, one at Biles Island on the Delaware River near Morrisville,
Pennsylvania, one near Bristol, Pennsylvania and one on the Pennsylvania
Railroad Company bridge extending between Philadelphia, Pennsylvania and Camden,
New Jersey. Claimant's lines also connect with those of Delmarva Power and Light
Company at the Pennsylvania-Delaware line near Marcus Hook, Pennsylvania and the
Pennsylvania-Maryland state line near Pleasant Grove, Pennsylvania. Connection
is also made with the Atlantic City Electric Company at the Pennsylvania-New
Jersey state line in Chester, Pennsylvania. Two connections are made with the
Baltimore Gas and Electric Company transmission line at the
Pennsylvania-Maryland state line near Delta, Pennsylvania. Connection also is
made with Susquehanna Power Company, a subsidiary of the Claimant, at the
Pennsylvania-Maryland state line near Goat Hill, Pennsylvania by the
transmission lines which the Claimant leases from its subsidiary, PECO Energy
Power Company. A line of PECO Energy Company connects with a line of Susquehanna
Power Company at the Pennsylvania-Maryland state line near Slate Hill,
Pennsylvania. Connection is also made with Metropolitan Edison Company near York
9
<PAGE>
Furnace, Pennsylvania. Finally, Claimant is interconnected with PP&L, Inc. near
Towamencin and Elroy, Pennsylvania. Provision of open access transmission
service over these lines and all the transmission lines of the Claimant has been
delegated to an independent system operator.
GAS PLANTS
Claimant owns and operates the following gate stations where natural gas is
received from suppliers:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TRANS-
TEXAS EASTERN CONTINENTAL LNG PROPANE/AIR
STATION METER STATIONS METER STATION FACILITIES FACILITIES
Buckingham *
Tilghman St., Chester * * *
West Conshohocken * * *
Ivyland *
Oreland *
Pottstown *
East Greenville *
Kennett Square *
Coatesville *
Parkesburg *
USX Dolington/Tyburn Rd. *
Morrisville *
Cromby-Phoenixville *
Lukens-Conshohocken *
Planebrook *
Hatfield *
Merck-Worcester *
Upper Providence *
Eddystone *
Centerpoint *
Hershey Mill *
Brookhaven *
Eagle *
</TABLE>
Claimant owns and operates a natural gas liquefaction and storage plant at West
Conshohocken, Pennsylvania, having the following characteristics:
Gross Liquefaction Capacity: 6,600 MCF/Day (Net 6,000 MCF/Day after
boiloff)
Design Sendout Capacity: 157,000 MCF/Day
LNG Tank Capacity: 1,200,000 MCF of Natural Gas
Claimant also owns and operates a propane air peak shaving facility at Chester,
Pennsylvania, having the following characteristics:
Design Capacity: 28,800 MCF/Day Propane - Air
On Site LPG Capacity: Twenty-two 90,000 gallon tanks
10
<PAGE>
Claimant has contracts with Texas Eastern Transmission Corporation (TETCO),
Transcontinental Gas Pipe Line Corporation (Transco), and storage services under
Service Agreements and Tariffs on file with the FERC. Aggregate annual
entitlements are approximately 87 million dekatherms for supply and 21.5 million
dekatherms for storage.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MAXIMUM MAXIMUM
SUPPLY EXPIRATION DAILY ANNUAL
---------- ----- ------
Direct Produce 3/01 159,554dth(w) 46,951,406dth
112,563dth(s)
MAXIMUM
STORAGE EXPIRATION DAILY CAPACITY
---------- ----- --------
CNG GSS Storage Service 3/31/06 34,020 dth 3,326,029 dth
Equitrans SS-3 Storage 4/01/02 12,495 1,306,250
Texas Eastern SS-1A 4/30/04 66,401 4,809,437
Transco GSS Storage 6/30/13 54,508 2,667,189
Transco WSS Storage 3/31/02 43,382 3,687,492
Transco S-2 Storage 4/16/01 31,142 2,799,327
Panhandle Eastern 3/31/15 29,162 2,745,990
FS Storage
Transco ESS Eminence Storage 10/31/13 43,315 264,320
MAXIMUM
TRANSPORTATION EXPIRATION DAILY USE
---------- ----- ---
Equitrans STS 3/31/02 12,495 to SS-3
Storage
Texas Eastern FT-1 11/01/02 35,000 Firm
Transport
Texas Eastern CDS 11/01/02 49,286 Firm
Transport
Texas Eastern FTS-2 3/31/02 13,486 From SS-3
Storage
Texas Eastern FTS-7 4/30/15 24,170 From CNG GSS
Storage
Texas Eastern FTS-8 4/30/15 9,850 From CNG GSS
Storage
Transco FT 4/31/06 154,278 (Nov-Mar) Firm
Transport 158,832 (Dec-Feb)
Panhandle Eastern 3/31/15 29,973 11/1-3/31 From FS
EFT 14,043 5/1-10/31 Storage
Texas Eastern 10/31/15 29,210 From FS
FT1 Storage
Panhandle Eastern 10/31/15 29,913 (Dec-Mar) From FS
LLFT 14,165 (Apr-Nov) Storage
</TABLE>
In addition to the pipeline services rendered under the above contracts,
Claimant also purchases short-term spot supplies on a best efforts basis from
various gas producers and gas marketing companies. During 1999, total natural
gas throughput from all sources, including transportation of customer-owned gas
delivered in the Commonwealth of Pennsylvania, was approximately 85.8 billion
cubic feet.
The maximum one day sendout of Claimant for calendar year 1999 occurred on
February 22 and amounted to 570.8 million cubic feet of gas.
11
<PAGE>
PECO ENERGY POWER COMPANY AND SUSQUEHANNA POWER COMPANY
PECO Energy Power Company and its subsidiary, Susquehanna Power Company, own the
Conowingo Hydroelectric Project, which they constructed under a federal license
dated February 20, 1926, issued by the Federal Power Commission under the
Federal Water Power Act of 1920. The original license expired in 1976 after its
50-year term was completed. A new license was issued August 14, 1980 and will
expire September 1, 2014. This expiration date is concurrent with the license
for the Claimant's Muddy Run Pumped Storage Project. The common expiration date
was based on FERC's desire to provide for concurrent future relicensing of both
projects since they are contiguous and are coordinated in operation.
Susquehanna Power Company owns the dam, power plant and substations which are
located at Conowingo, Maryland, on the Susquehanna River about four miles above
tidewater, and also owns the portion of the pool and transmission lines in
Maryland. PECO Energy Power Company owns the portion of the pool and
transmission lines in Pennsylvania. These properties are operated under lease by
the affiliated company as described under Item 1.
The dam is of solid concrete masonry construction and is approximately 4,650
feet in length, including the powerhouse, headworks, regulating gates,
gate-controlled spillway and abutments. The power station has a total rated
installed generating capacity of 512,000 kilowatts consisting of seven original
hydro-electric generating units each rated at 36,000 kilowatts capacity, and
four additional units installed in 1964 each rated at 65,000 kilowatts capacity.
The total station capacity has been reduced to 410 MW in the summer season due
to the water releases required by FERC. The reservoir extends upstream about 15
miles over land on which licensee subsidiaries of the Claimant have flowage
rights.
There are two transmission substations having a total rated capacity of 610,000
KVA. One, located on the roof of Conowingo Station, has a rated capacity of
560,000 KVA and steps up the energy generated at Conowingo Station from 13,200
volts to 230,000 volts for transmission to the electric lines of the Claimant.
The other is a 13,200-33,000 volt substation with a rated capacity of 50,000
KVA, from which energy is supplied to Conowingo Power Company, an affiliate of
Conectiv, and to the Claimant for distribution.
There are 63 circuit miles of 220,000 volt transmission lines and 29 circuit
miles of 33,000 volt transmission lines. The 220,000 volt transmission lines
consist of two single circuit lines supported on steel towers, of which 42
circuit miles, from the Conowingo plant to the Maryland-Pennsylvania state line,
near Goat Hill, Pennsylvania, are owned by Susquehanna Power Company, and the
balance of 21 circuit miles from the Maryland-Pennsylvania state line to a point
at the boundary between West Nottingham and East Nottingham Townships in
Pennsylvania are owned by PECO Energy Power Company. The 33,000 volt
transmission lines are owned by Susquehanna Power Company.
3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH RESPECT TO
CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:
(A) NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT RETAIL OR WHOLESALE), AND MCF
OF NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY INTERCOMPANY OTHER TOTAL
PECO Energy Co. - 74,655,000,000(a) 74,655,000,000
PECO Energy
Power Co. - - -
12
<PAGE>
Susquehanna
Power Co. - - -
Susquehanna
Electric Co. 1,397,000,000 - 1,397,000,000
</TABLE>
Note: (a) - Reflects gross deliveries including 6,584,000,000
kilowatthours accounted for under the purchased and
interchange power account.
GAS SALES BY MCF OF GAS DISTRIBUTED AT RETAIL
PECO Energy Co. 52,529,695
(B) - NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED GAS
DISTRIBUTED AT RETAIL OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED.
None
(C) - NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED GAS
SOLD AT WHOLESALE OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED, OR AT THE STATE LINE.
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
KWH SOLD (AT WHOLESALE)
ELECTRIC SALES BY INTERCOMPANY OTHER TOTAL
PECO Energy Co. - 42,741,000,000(a) 42,741,000,000
PECO Energy
Power Co. - - -
Susquehanna
Power Co. - - -
Susquehanna
Electric Co. 1,397,000,000 - 1,397,000,000
</TABLE>
Note: (a) - PECO Energy Company also had a delivery of 6,584,000,000
kilowatthours of energy to the Pennsylvania-New Jersey-Maryland
Interconnection, some portion of which was sold at state lines, but
the amount so sold cannot be determined. This energy is accounted
for using the purchased and interchange power account.
GAS SALES BY MCF OF GAS DISTRIBUTED AT WHOLESALE
PECO Energy Co. None
(D) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED GAS
PURCHASED OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS ORGANIZED, OR AT
THE STATE LINE.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
KWH PURCHASED AT STATE LINE
ELECTRIC
PURCHASES BY INTERCOMPANY OTHER TOTAL
PECO Energy Co. 1,397,000,000 3,182,000,000(a)* 4,579,000,000
PECO Energy
Power Co. - - -
Susquehanna
Power Co. - - -
Susquehanna
Electric Co. - - -
</TABLE>
* Estimated
Note: (a) - PECO Energy Company also received 34,520,000,000 kilowatthours
of energy from the Pennsylvania-New Jersey-Maryland Interconnection,
a portion of which was purchased at state lines, but the amount
purchased cannot be determined. This energy is accounted for using
the purchased and interchange power account.
GAS PURCHASED BY MMCF OF GAS PURCHASED AT STATE LINE
PECO Energy Co. 52,529,695
14
<PAGE>
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO CLAIMANT
AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A FOREIGN UTILITY
COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES DOLLARS:
(A) NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION OF THE
FACILITIES USED BY THE EWG OR FOREIGN UTILITY COMPANY FOR THE GENERATION,
TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS.
None
(B) NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST IN SUCH
EWG OR FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD.
None
(C) TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY OR
INDIRECTLY, BY THE HOLDING COMPANY CLAIMING EXEMPTION; ANY DIRECT OR INDIRECT
GUARANTEE OF THE SECURITY OF THE EWG OR FOREIGN UTILITY COMPANY BY THE HOLDING
COMPANY CLAIMING EXEMPTION; AND ANY DEBT OR OTHER FINANCIAL OBLIGATION FOR WHICH
THERE IS RECOURSE, DIRECTLY OR INDIRECTLY, TO THE HOLDING COMPANY CLAIMING
EXEMPTION OR ANOTHER SYSTEM COMPANY, OTHER THAN THE EWG OR FOREIGN UTILITY
COMPANY.
None
(D) CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN UTILITY
COMPANY DURING THE REPORTING PERIOD.
None
(E) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S)
BETWEEN THE EWG OR FOREIGN UTILITY COMPANY AND A SYSTEM COMPANY, AND DESCRIBE
THE SERVICES TO BE RENDERED OR GOODS SOLD AND FEES OR REVENUES UNDER SUCH
AGREEMENT(S).
None
15
<PAGE>
EXHIBITS
Exhibit A - Consolidating statement of income and retained earnings of
Claimant and its subsidiary companies for the calendar year 1999,
together with a consolidating balance sheet of Claimant and its
subsidiary companies as of the close of such calendar year.
Exhibit B - Financial Data Schedule.
Exhibit C - Not Applicable.
*****************************************************************
16
<PAGE>
EXHIBITS
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 1st day of March 2000.
PECO Energy Company
2301 Market Street
Philadelphia, PA 19103
/s/ Jean H. Gibson
-------------------------------
Vice President & Controller
CORPORATE SEAL
Attest:
/s/ T. D. Cutler
- ---------------------------------
Assistant Corporate Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Jean H. Gibson Vice President & Controller
- ------------------------------------------------------------------
(Name) (Title)
PECO Energy Company
2301 Market Street, PO Box 8699, Philadelphia, PA 19101
----------------------------------------------------------------
(Mailing Address)
17
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Income
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
1 of 16
PECO
Consolidated Combined Energy
Totals Eliminations Totals Company
Operating Revenues
Electric $ 4,847,126 $ (902,635) $ 5,749,761 $ 4,886,505
Gas 481,069 481,069 449,791
Infrastructure Services 108,558 108,558
----------------- ---------------- ---------------- -----------------
Total Operating Revenues 5,436,753 (902,635) 6,339,388 5,336,296
----------------- ---------------- ---------------- -----------------
Operating Expenses
Fuel and Energy Interchange 2,145,175 (868,268) 3,013,443 2,454,344
Operating and Maintenance 1,383,885 (34,367) 1,418,252 1,236,615
Depreciation 236,790 236,790 135,871
Taxes Other Than Income 261,732 261,732 239,088
----------------- ---------------- ---------------- -----------------
Total Operating Expenses 4,027,582 (902,635) 4,930,217 4,065,918
----------------- ---------------- ---------------- -----------------
Operating Income (Loss) 1,409,171 - 1,409,171 1,270,378
----------------- ---------------- ---------------- -----------------
Other Income and Deductions
Interest Charges (395,670) 502,652 (898,322) (204,521)
Company Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Solely
Subordinated Debentures of the Company (21,162) (21,162) (21,162)
Allowance for Funds Used During Construction 3,891 3,891 3,854
Equity in Earnings of Telecommunications Investments (37,857) 139,357 (177,214) (144,191)
Other, Net 18,611 (502,618) 521,229 29,141
----------------- ---------------- ---------------- -----------------
Total Other Income and Deductions (432,187) 139,391 (571,578) (336,879)
----------------- ---------------- ---------------- -----------------
Income (Loss) Before Income Taxes and
Extraordinary Item 976,984 139,391 837,593 933,499
----------------- ---------------- ---------------- -----------------
Income Taxes 357,998 357,998 321,135
----------------- ---------------- ---------------- -----------------
Income (Loss) Before Extraordinary Item 618,986 139,391 479,595 612,364
----------------- ---------------- ---------------- -----------------
Extraordinary Item (36,572) (36,572) (36,455)
----------------- ---------------- ---------------- -----------------
Net Income/(Loss) $ 582,414 $ 139,391 $ 443,023 $ 575,909
----------------- ---------------- ---------------- -----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Income
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
2 of 16
PECO PECO
Energy Susquehanna PECO Energy
Power Electric Energy Capital
Company Company Wireless LLC Corporation
Operating Revenues
Electric $ 20,269 $ 27,565 $ - $ -
Gas - - -
Infrastructure Services - - -
----------------- ---------------- ----------------- ----------------
Total Operating Revenues 20,269 27,565 - -
----------------- ---------------- ----------------- ----------------
Operating Expenses
Fuel and Energy Interchange - - - -
Operating and Maintenance 1 27,006 10 105
Depreciation 2,079 - - -
Taxes Other Than Income 1,853 491 - -
----------------- ---------------- ----------------- ----------------
Total Operating Expenses 3,933 27,497 10 105
----------------- ---------------- ----------------- ----------------
Operating Income (Loss) 16,336 68 (10) (105)
----------------- ---------------- ----------------- ----------------
Other Income and Deductions
Interest Charges 9 (4) (475,428) (21,915)
Company Obligated Mandatorily Redeemable Preferred - - -
Securities of a Partnership, which holds Solely - - -
Subordinated Debentures of the Company - - - -
Allowance for Funds Used During Construction 37 - - -
Equity in Earnings of Telecommunications Investments - - (34,777) -
Other, Net 18 108 481,695 23,872
----------------- ---------------- ----------------- ----------------
Total Other Income and Deductions 64 104 (28,510) 1,957
----------------- ---------------- ----------------- ----------------
Income (Loss) Before Income Taxes and
Extraordinary Item 16,400 172 (28,520) 1,852
----------------- ---------------- ----------------- ----------------
Income Taxes 6,524 115 82,330 642
----------------- ---------------- ----------------- ----------------
Income (Loss) Before Extraordinary Item 9,876 57 (110,850) 1,210
----------------- ---------------- ----------------- ----------------
Extraordinary Item - - (117)
----------------- ---------------- ----------------- ----------------
Net Income/(Loss) $ 9,876 $ 57 $ (110,850) $ 1,093
----------------- ---------------- ----------------- ----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Income
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
3 of 16
Eastern
Pennsylvania Adwin Horizon
Development Equipment Energy Exelon
Company Company Company Corporation
Operating Revenues
Electric $ 60 $ 463,424 $ -
Gas - 31,278 -
Infrastructure Services - -
----------------- ---------------- ----------------- ----------------
Total Operating Revenues 60 - 494,702 -
----------------- ---------------- ----------------- ----------------
Operating Expenses
Fuel and Energy Interchange - 559,099 -
Operating and Maintenance 181 51,956 6
Depreciation - - -
Taxes Other Than Income - 8 20,292 -
----------------- ---------------- ----------------- ----------------
Total Operating Expenses 181 8 631,347 6
----------------- ---------------- ----------------- ----------------
Operating Income (Loss) (121) (8) (136,645) (6)
----------------- ---------------- ----------------- ----------------
Other Income and Deductions
Interest Charges - (3,341) -
Company Obligated Mandatorily Redeemable Preferred - -
Securities of a Partnership, which holds Solely - -
Subordinated Debentures of the Company - -
Allowance for Funds Used During Construction - -
Equity in Earnings of Telecommunications Investments 1,798 (142) 98 -
Other, Net (952) (17,419) (407) (93)
----------------- ---------------- ----------------- ----------------
Total Other Income and Deductions 846 (17,561) (3,650) (93)
----------------- ---------------- ----------------- ----------------
Income (Loss) Before Income Taxes and
Extraordinary Item 725 (17,569) (140,295) (99)
----------------- ---------------- ----------------- ----------------
Income Taxes (114) (6,100) (49,261) (389)
----------------- ---------------- ----------------- ----------------
Income (Loss) Before Extraordinary Item 839 (11,469) (91,034) 290
----------------- ---------------- ----------------- ----------------
Extraordinary Item
----------------- ---------------- ----------------- ----------------
Net Income/(Loss) $ 839 $ (11,469) $ (91,034) $ 290
----------------- ---------------- ----------------- ----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Income
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
4 of 16
Energy Peco Energy Exelon
Trading Transition Infrastructure
Company Trust Services, Inc NewHoldCo
Operating Revenues
Electric $ - $ 351,938 $ - $ -
Gas - - - -
Infrastructure Services - - 108,558 -
----------------- ----------------- ----------------- --------------
Total Operating Revenues - 351,938 108,558 -
----------------- ----------------- ----------------- --------------
Operating Expenses - - -
Fuel and Energy Interchange - - -
Operating and Maintenance - 9,858 92,514 -
Depreciation - 95,250 3,590 -
Taxes Other Than Income - - - -
----------------- ----------------- ----------------- --------------
Total Operating Expenses - 105,108 96,104 -
----------------- ----------------- ----------------- --------------
Operating Income (Loss) - 246,830 12,454 -
----------------- ----------------- ----------------- --------------
Other Income and Deductions
Interest Charges - (192,604) (518) -
Company Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Solely
Subordinated Debentures of the Company
Allowance for Funds Used During Construction
Equity in Earnings of Telecommunications Investments - - - -
Other, Net 2,092 2,568 606 -
----------------- ----------------- ----------------- --------------
Total Other Income and Deductions 2,092 (190,036) 88 -
----------------- ----------------- ----------------- --------------
Income (Loss) Before Income Taxes and
Extraordinary Item 2,092 56,794 12,542 -
----------------- ----------------- ----------------- --------------
Income Taxes 732 - 2,384 -
----------------- ----------------- ----------------- --------------
Income (Loss) Before Extraordinary Item 1,360 56,794 10,158 -
----------------- ----------------- ----------------- --------------
Extraordinary Item
----------------- ----------------- ----------------- --------------
Net Income/(Loss) $ 1,360 $ 56,794 $ 10,158 $ -
----------------- ----------------- ----------------- --------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Unappropriated Retained Earnings
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
5 of 16
PECO
Consolidated Combined Energy
Totals Eliminations Totals Company
Balance at January 1, 1999 $ (532,925) $ (532,925) $ (391,264)
Additions:
Net Income for twelve months ended
December 31, 1998 (excluding
Equity in Earnings of Subsidiary
Companies) 582,414 - 582,414 715,300
Dividends Received from
Subsidiary Companies - (28,047) 28,047 28,047
------------------ ------------------ ------------------ -----------------
Total Additions 582,414 (28,047) 610,461 743,347
------------------ ------------------ ------------------ -----------------
Deductions:
Cash Dividend Declared
Preferred Stock 12,176 12,176 12,176
Common Stock 195,883 (28,047) 223,930 195,883
Divestment/Other - -
Stock Repurchase Forward Contract (23,832) (23,832) (23,832)
Issuance of Stock
Long-Term Incentive Plan 10,340 10,340 10,340
------------------ ------------------ ------------------ -----------------
Total Deductions 194,567 (28,047) 222,614 194,567
------------------ ------------------ ------------------ -----------------
Balance at December 31, 1999 $ (145,078) $ - $ (145,078) $ 157,516
================== ================== ================== =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Unappropriated Retained Earnings
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
6 of 16
PECO PECO
Energy Susquehanna PECO Energy
Power Electric Energy Capital
Company Company Wireless Corporation
Balance at January 1, 1999 $ 4,931 $ (396) $ (54,547) $ (18,012)
Additions:
Net Income for twelve months ended
December 31, 1998 (excluding
Equity in Earnings of Subsidiary
Companies) 9,876 57 (110,850) 1,093
Dividends Received from
Subsidiary Companies - - - -
----------------- ------------------ ------------------ ------------------
Total Additions 9,876 57 (110,850) 1,093
----------------- ------------------ ------------------ ------------------
Deductions:
Cash Dividend Declared
Preferred Stock - - - -
Common Stock 14,293 - 9,581 1,093
Divestment/Other
Stock Repurchase Forward Contract -
Issuance of Stock
Long-Term Incentive Plan - - - -
----------------- ------------------ ------------------ ------------------
Total Deductions 14,293 - 9,581 1,093
----------------- ------------------ ------------------ ------------------
Balance at December 31, 1999 $ 514 $ (339) $ (174,978) $ (18,012)
================= ================== ================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Unappropriated Retained Earnings
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
7 of 16
Eastern
Pennsylvania Adwin Horizon
Development Equipment Energy Exelon
Company Company Company Corporation
Balance at January 1, 1999 $ (35,719) $ (710) $ (26,761) $ (9,897)
Additions:
Net Income for twelve months ended
December 31, 1998 (excluding
Equity in Earnings of Subsidiary
Companies) 839 (11,469) (91,034) 290
Dividends Received from
Subsidiary Companies - - - -
----------------- ------------------ ------------------ ------------------
Total Additions 839 (11,469) (91,034) 290
----------------- ------------------ ------------------ ------------------
Deductions:
Cash Dividend Declared
Preferred Stock - - - -
Common Stock - - 2,750
Divestment/Other - -
Stock Repurchase Forward Contract
Issuance of Stock
Long-Term Incentive Plan - - - -
----------------- ------------------ ------------------ ------------------
Total Deductions - - - 2,750
----------------- ------------------ ------------------ ------------------
Balance at December 31, 1999 $ (34,880) $ (12,179) $ (117,795) $ (12,357)
================= ================== ================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Statement of Unappropriated Retained Earnings
Twelve Months Ended December 31, 1999
(Thousands of Dollars)
Exhibit A
8 of 16
Energy Peco Energy Exelon
Trading Transition Infrastructure
Company Trust Services, Inc NewHoldCo
Balance at January 1, 1999 $ (550) $ - $ - $ -
Additions:
Net Income for twelve months ended
December 31, 1998 (excluding
Equity in Earnings of Subsidiary
Companies) 1,360 56,794 10,158 -
Dividends Received from
Subsidiary Companies -
----------------- ------------------ ------------------ ----------------
Total Additions 1,360 56,794 10,158 -
----------------- ------------------ ------------------ ----------------
Deductions:
Cash Dividend Declared
Preferred Stock - - - -
Common Stock 330 - - -
Divestment/Other - - - -
Stock Repurchase Forward Contract
Issuance of Stock
Long-Term Incentive Plan - - - -
----------------- ------------------ ------------------ ----------------
Total Deductions 330 - - -
----------------- ------------------ ------------------ ----------------
Balance at December 31, 1999 $ 480 $ 56,794 $ 10,158 $ -
================= ================== ================== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
9 of 16
PECO
Consolidated Combined Energy
Totals Eliminations Totals Company
Assets
Current Assets
Cash and Cash Equivalents $228,197 $ - $228,197 $14,329
Accounts Receivable, Net -
Customers 246,025 700,367 946,392 746,803
Other 445,439 (9,283) 436,156 3
Inventories, at Average Cost
Fossil Fuel 90,446 - 90,446 90,446
Materials and Supplies 115,370 - 115,370 110,674
Deferred Energy Costs - Gas 6,874 - 6,874 6,874
Other 80,264 - 80,264 24,503
--------------- --------------- --------------- ---------------
Total Current Assets 1,212,615 691,084 1,903,699 993,632
--------------- --------------- --------------- ---------------
Property, Plant & Equipment, net 5,045,008 5 5,045,013 4,830,306
Deferred Debits and Other Assets
Competitive Transition Charge 5,274,624 - 5,274,624 1,289,650
Recoverable Deferred Income Taxes 638,060 - 638,060 638,060
Deferred Non-pension Postretirement Benefit Costs 84,421 - 84,421 84,421
Investments 538,231 479,958 1,018,189 983,220
Loss on Reacquired Debt 70,711 - 70,711 70,711
Goodwill, net 120,500 - 120,500 -
Other 135,339 - 135,339 105,029
--------------- --------------- --------------- ---------------
Total Deferred Debits and Other Assets 6,861,886 479,958 7,341,844 3,171,091
--------------- --------------- --------------- ---------------
Total Assets $13,119,509 $1,171,045 $14,290,554 $8,995,029
=============== =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
10 of 16
PECO PECO
Energy Susquehanna PECO Energy
Power Electric Energy Capital
Company Company Wireless, LLC Corporation
Assets
Current Assets
Cash and Cash Equivalents $13,634 $(150) $165 $114
Accounts Receivable, Net
Customers - - - -
Other 1,532 3,618 153,870 134,674
Inventories, at Average Cost
Fossil Fuel - - - -
Materials and Supplies - 179 - -
Deferred Energy Costs - Gas - - - -
Other 1,234 (9) - -
--------------- --------------- --------------- ---------------
Total Current Assets 16,400 3,638 154,035 134,788
--------------- --------------- --------------- ---------------
Property, Plant & Equipment, net 125,126 1 4 -
Deferred Debits and Other Assets
Competitive Transition Charge - - - -
Recoverable Deferred Income Taxes - - - -
Deferred Non-pension Postretirement Benefit Costs - - - -
Investments 1 - (11,371) 20,923
Loss on Reacquired Debt - - - -
Goodwill, net - - - -
Other 87 (3) - 2,489
--------------- --------------- --------------- ---------------
Total Deferred Debits and Other Assets 88 (3) (11,371) 23,412
--------------- --------------- --------------- ---------------
Total Assets $141,614 $3,636 $142,668 $158,200
=============== =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
11 of 16
Eastern
Pennsylvania Adwin Horizon
Development Equipment Energy
Company Company Company Exelon Corporation
Assets
Current Assets
Cash and Cash Equivalents $8,432 $134 $6,161 $3,541
Accounts Receivable, Net
Customers - 250 156,404 -
Other 2,805 - - 200
Inventories, at Average Cost
Fossil Fuel - - - -
Materials and Supplies - - - -
Deferred Energy Costs - Gas - - - -
Other 4 - -
--------------- ------------ --------------- -------------
Total Current Assets 11,241 384 162,565 3,741
--------------- ------------ --------------- -------------
Property, Plant & Equipment, net 9,909 - 1,444 -
Deferred Debits and Other Assets
Competitive Transition Charge - - - -
Recoverable Deferred Income Taxes - - - -
Deferred Non-pension Postretirement Benefit Costs - - - -
Investments 1,297 528 181 13,915
Loss on Reacquired Debt - - - -
Goodwill, net - - - -
Other 3 100 4 -
--------------- ------------ --------------- -------------
Total Deferred Debits and Other Assets 1,300 628 185 13,915
--------------- ------------ --------------- -------------
Total Assets $22,450 $1,012 $164,194 $17,656
=============== ============ =============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
12 of 16
Energy Peco Energy Exelon
Trading Transition Infrastructure
Company Trust Services, Inc NewHoldCo
Assets
Current Assets
Cash and Cash Equivalents $ - $173,142 $8,695 $ -
Accounts Receivable, Net
Customers - 42,935 - -
Other 151 - 139,303 -
Inventories, at Average Cost - - - -
Fossil Fuel - - - -
Materials and Supplies - - 4,517 -
Deferred Energy Costs - Gas - - - -
Other - - 54,532 -
--------------- -------------- ------------- -----------
Total Current Assets 151 216,077 207,047 -
--------------- -------------- ------------- -----------
Property, Plant & Equipment, net - - 78,222 -
Deferred Debits and Other Assets
Competitive Transition Charge - 3,984,974 - -
Recoverable Deferred Income Taxes - - - -
Deferred Non-pension Postretirement Benefit Costs - - - -
Investments 8,588 - 907 -
Loss on Reacquired Debt - - - -
Goodwill, net - - 120,500 -
Other - 22,673 4,957 -
--------------- -------------- ------------- -----------
Total Deferred Debits and Other Assets 8,588 4,007,647 126,364 -
--------------- -------------- ------------- -----------
Total Assets $8,739 $4,223,724 $411,633 $ -
=============== ============== ============= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
13 of 16
PECO
Consolidated Combined Energy
Totals Eliminations Totals Company
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable, Bank $163,193 $ - $163,193 $142,587
Long-Term Debt Due Within One Year 127,762 - 127,762 7,762
Capital Lease Obligations Due Within One Year 13 - 13 13
Accounts Payable 429,492 557,674 987,166 510,925
Taxes Accrued 203,011 - 203,011 151,217
Deferred Income Taxes 14,584 - 14,584 12,860
Interest Accrued 119,200 - 119,200 36,390
Other 246,816 - 246,816 178,984
---------------- --------------- --------------- ---------------
Total Current Liabilities 1,304,071 557,674 1,861,745 1,040,738
---------------- --------------- --------------- ---------------
Long-Term Debt 5,968,658 133,469 6,102,127 2,269,154
Deferred Credits and Other Liabilities
Capital Lease Obligations 455 - 455 455
Deferred Income Taxes 2,410,769 - 2,410,769 2,387,685
Unamortized Investment Tax Credits 285,698 - 285,698 284,813
Pension Obligation 212,198 - 212,198 211,261
Non-Pension Postretirement Benefits Obligation 442,780 - 442,780 441,388
Other 400,686 - 400,686 389,544
---------------- --------------- --------------- ---------------
Total Deferred Credits and Other Liabilities 3,752,586 - 3,752,586 3,715,146
---------------- --------------- --------------- ---------------
Company Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Solely
Subordinated Debentures of the Company 128,105 - 128,105 -
Mandatorily Redeemable Preferred Stock 55,609 - 55,609 55,609
Shareholders' Equity
Common Stock 3,617,850 267,311 3,885,161 3,617,850
Preferred Stock 137,472 - 137,472 137,472
Other Paid-In Capital 1,236 508,505 509,741 1,235
Retained Earnings (145,078) (295,914) (440,992) (141,175)
Treasury Stock, at cost (1,705,015) - (1,705,015) (1,705,015)
Accumulated Other Comprehensive Income 4,015 - 4,015 4,015
---------------- --------------- --------------- ---------------
Total Shareholders' Equity 1,910,480 479,902 2,390,382 1,914,382
---------------- --------------- --------------- ---------------
Total Liabilities and Shareholders' Equity $13,119,509 $1,171,045 $14,290,554 $8,995,029
================ =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
14 of 16
PECO PECO
Energy Susquehanna PECO Energy
Power Electric Energy Capital
Company Company Wireless Corporation
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable, Bank $ - $ - $ - $ -
Long-Term Debt Due Within One Year - - - -
Capital Lease Obligations Due Within One Year - - - -
Accounts Payable 13,904 1,091 - (145)
Taxes Accrued 4,182 (211) 82,353 (227)
Deferred Income Taxes - (22) - -
Interest Accrued - - - -
Other 9 354 - -
---------------- --------------- --------------- ---------------
Total Current Liabilities 18,095 1,212 82,353 (372)
---------------- --------------- --------------- ---------------
Long-Term Debt - 60 - -
Deferred Credits and Other Liabilities
Capital Lease Obligations - - - -
Deferred Income Taxes 16,608 (686) 3,697 (487)
Unamortized Investment Tax Credits 885 - - -
Pension Obligation - 937 - -
Non-Pension Postretirement Benefits Obligation - 1,392 - -
Other (1) - - -
---------------- --------------- --------------- ---------------
Total Deferred Credits and Other Liabilities 17,492 1,643 3,697 (487)
---------------- --------------- --------------- ---------------
Company Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Solely
Subordinated Debentures of the Company - - - 128,105
Mandatorily Redeemable Preferred Stock - - - -
Shareholders' Equity
Common Stock 24,600 10 221,850 -
Preferred Stock - - - -
Other Paid-In Capital 74,740 1,050 - 53,226
Retained Earnings 6,687 (339) (165,232) (22,272)
Treasury Stock, at cost - - - -
Accumulated Other Comprehensive Income - - - -
---------------- --------------- --------------- ---------------
Total Shareholders' Equity 106,027 721 56,618 30,954
---------------- --------------- --------------- ---------------
Total Liabilities and Shareholders' Equity $141,614 $3,636 $142,668 $158,200
================ =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
15 of 16
Eastern
Pennsylvania Adwin Horizon
Development Equipment Energy
Company Company Company Exelon Corporation
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable, Bank $ - $ - $ - $ -
Long-Term Debt Due Within One Year - - - -
Capital Lease Obligations Due Within One Year - - - -
Accounts Payable 258 2,479 301,011 2,999
Taxes Accrued 88 (6,079) (31,055) (77)
Deferred Income Taxes (247) - 1,993 -
Interest Accrued - - - -
Other - - - 108
---------------- --------------- ------------ -------------
Total Current Liabilities 99 (3,600) 271,949 3,030
---------------- --------------- ------------ -------------
Long-Term Debt - - - -
Deferred Credits and Other Liabilities
Capital Lease Obligations - - - -
Deferred Income Taxes 739 58 103 -
Unamortized Investment Tax Credits - - - -
Pension Obligation - - - -
Non-Pension Postretirement Benefits Obligation - - - -
Other 207 - (64) -
---------------- --------------- ------------ -------------
Total Deferred Credits and Other Liabilities 946 58 39 -
---------------- --------------- ------------ -------------
Company Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Solely
Subordinated Debentures of the Company - - - -
Mandatorily Redeemable Preferred Stock - - - -
Shareholders' Equity
Common Stock 1 1 100 -
Preferred Stock - - - -
Other Paid-In Capital 62,689 16,731 9,900 26,984
Retained Earnings (41,285) (12,178) (117,794) (12,358)
Treasury Stock, at cost - - - -
Accumulated Other Comprehensive Income - - - -
---------------- --------------- ------------ -------------
Total Shareholders' Equity 21,405 4,554 (107,794) 14,626
---------------- --------------- ------------ -------------
Total Liabilities and Shareholders' Equity $22,450 $1,012 $164,194 $17,656
================ =============== ============ =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PECO Energy Company and Subsidiary Companies
Consolidating Balance Sheet
December 31, 1999
(Thousands of Dollars)
Exhibit A
16 of 16
Energy Peco Energy Exelon
Trading Transition Infrastructure
Company Trust Services, Inc NewHoldCo
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable, Bank $ - $ - $ 20,606 $ -
Long-Term Debt Due Within One Year - 120,000 - -
Capital Lease Obligations Due Within One Year - - - -
Accounts Payable - 111,502 43,142 -
Taxes Accrued 732 - 2,088 -
Deferred Income Taxes - - - -
Interest Accrued - 82,810 - -
Other - - 67,361 -
---------------- --------------- --------------- ------------
Total Current Liabilities 732 314,312 133,197 -
---------------- --------------- --------------- ------------
Long-Term Debt - 3,832,613 300 -
Deferred Credits and Other Liabilities
Capital Lease Obligations - - - -
Deferred Income Taxes 2,757 295 -
Unamortized Investment Tax Credits - - - -
Pension Obligation - - - -
Non-Pension Postretirement Benefits Obligation - - - -
Other - - 11,000 -
---------------- --------------- --------------- ------------
Total Deferred Credits and Other Liabilities 2,757 - 11,295 -
---------------- --------------- --------------- ------------
Company Obligated Mandatorily Redeemable Preferred
Securities of a Partnership, which holds Solely
Subordinated Debentures of the Company - - - -
Mandatorily Redeemable Preferred Stock - - - -
Shareholders' Equity
Common Stock 744 20,005 - -
Preferred Stock - - - -
Other Paid-In Capital - - 263,186 -
Retained Earnings 4,506 56,794 3,654 -
Treasury Stock, at cost - - - -
Accumulated Other Comprehensive Income - - - -
---------------- --------------- --------------- ------------
Total Shareholders' Equity 5,250 76,799 266,840 -
---------------- --------------- --------------- ------------
Total Liabilities and Shareholders' Equity $8,739 $4,223,724 $411,633 $ -
================ =============== =============== ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<CIK> 0000078100
<NAME> PECO Energy Company
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> Per-Book
<TOTAL-ASSETS> $13,119,509,000
<TOTAL-OPERATING-REVENUES> $5,436,753,000
<NET-INCOME> $582,414,000
</TABLE>
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