5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended...September 30, 1997..........ended...March 31, 1998..........
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from.........to...................
Commission file number..................1-1401...................
.......................PECO Energy Company.......................
(Exact name of registrant as specified in its charter)
..........Pennsylvania................ 23-0970240................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
....2301 Market Street, Philadelphia, PA..........19103..........
(Address of principal executive offices) (Zip Code)
........................(215)841-4000............................
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No ____
----- -
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date:
The Company had 222,542,087222,546,562 shares of common stock outstanding on
September
30, 1997.March 31, 1998.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Millions of Dollars)
3 Months Ended
9 Months Ended
September 30, September 30,March 31,
----------------------
1998 1997
1996 1997 1996--------- ---------
OPERATING REVENUES
Electric $1,232.2 $1,069.1 $3,146.1 $2,958.2$ 995.3 $ 970.5
Gas 46.0 41.1 327.8 311.9177.8 192.9
--------- ---------- --------- ------------------
TOTAL OPERATING REVENUES 1,278.2 1,110.2 3,473.9 3,270.11,173.1 1,163.4
--------- ---------- --------- ------------------
OPERATING EXPENSES
Fuel and Energy Interchange 354.1 226.0 954.2 736.8
Operation 243.0 268.6 690.5 730.1369.7 334.0
Operating and Maintenance 70.8 79.5 221.5 254.6282.0 301.9
Depreciation 143.5 113.7 433.6 346.8154.7 142.5
Taxes Other Than Income Taxes 129.4 98.0 296.0 273.2
Other Taxes 78.7 75.8 234.3 230.882.1 83.0
--------- ---------- --------- ------------------
TOTAL OPERATING EXPENSES 1,019.5 861.6 2,830.1 2,572.3888.5 861.4
--------- ---------- --------- ------------------
OPERATING INCOME 258.7 248.6 643.8 697.8284.6 302.0
--------- ---------- --------- ------------------
OTHER INCOME AND DEDUCTIONS
Allowance for Other Funds Used
During Construction 2.2 1.8 9.7 7.8
Salem Litigation Settlement -- -- 69.8 --
Income Taxes 1.4 1.8 (23.3) 2.0
Other, Net (5.2) (3.2) (14.3) (6.4)
--------- ---------- --------- ----------
TOTAL OTHER INCOME AND DEDUCTIONS (1.6) 0.4 41.9 3.4
--------- ---------- --------- ----------
INCOME BEFORE INTEREST CHARGES 257.1 249.0 685.7 701.2
--------- ---------- --------- ----------
INTEREST CHARGES
Long-Term Debt 79.6 80.6 239.3 250.7Interest Expense (87.2) (92.8)
Company Obligated Mandatorily Redeemable
Preferred Securities of a Partnership 7.7 6.6 21.3 20.0
Other Interest 13.6 13.9 40.0 38.9
--------- ---------- --------- ----------
TOTAL INTEREST CHARGES 100.9 101.1 300.6 309.6(7.7) (6.7)
Allowance for Borrowed Funds Used During Construction (1.8) (1.9) (8.7) (7.3)2.8 4.6
Other, Net (10.2) (2.4)
--------- ------------------
TOTAL OTHER INCOME AND DEDUCTIONS (102.3) (97.3)
--------- ----------
NET INTEREST CHARGES 99.1 99.2 291.9 302.3--------
INCOME BEFORE INCOME TAXES 182.3 204.7
--------- --------
INCOME TAXES 68.7 91.7
--------- --------
NET INCOME 158.0 149.8 393.8 398.9113.6 113.0
PREFERRED STOCK DIVIDENDS 3.3 4.5
4.5 13.5 13.5
--------- ---------- --------- ------------------
EARNINGS APPLICABLE TO COMMON STOCK $153.5 $145.3 $380.3 $385.4$ 110.3 $ 108.5
========= ========== ========= ==================
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING (Millions) 222.5 222.5
222.5 222.5BASIC AND DILUTIVE EARNINGS PER AVERAGE
COMMON SHARE (Dollars) $0.69 $0.65 $1.71 $1.73$ 0.50 $ 0.49
DIVIDENDS PER AVERAGE COMMON SHARE (Dollars) $ 0.25 $ 0.45
BOOK VALUE PER COMMON SHARE (Dollars) $0.45 $0.435 $1.35 $1.305
$ 12.49 $ 20.92
See Notes to Condensed Consolidated Financial Statements.
2
PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
September 30,March 31, December 31,
1998 1997
1996------------ ------------
(Unaudited)
ASSETS
UTILITY PLANT
Plant at Original Cost $15,280.7 $14,945.0Electric - Transmission & Distribution $ 3,644.9 $ 3,617.7
Electric - Generation 1,423.8 1,434.9
Gas 1,085.8 1,071.8
Common 309.4 302.7
---------- ----------
6,463.9 6,427.1
Less Accumulated Provision for Depreciation 5,404.0 5,047.0
--------- ---------
9,876.7 9,898.02,737.5 2,690.8
---------- ----------
3,726.4 3,736.3
Nuclear Fuel, net 153.4 199.6176.8 147.4
Construction Work in Progress 609.6 661.8644.2 611.2
Leased Property, net 186.7 182.1
--------- ---------
10,826.4 10,941.5
--------- ---------167.9 175.9
---------- ----------
4,715.3 4,670.8
---------- ----------
CURRENT ASSETS
Cash and Temporary Cash Investments 67.7 29.255.0 33.4
Accounts Receivable, net
Customer 38.2 19.2156.0 173.3
Other 155.5 74.4132.4 140.0
Inventories, at average cost
Fossil Fuel 79.9 84.664.5 84.9
Materials and Supplies 112.8 119.893.6 90.9
Deferred Generation Costs Recoverable in Current Rates 312.9 424.5
Deferred Energy Costs - Gas 15.2 30.016.7 35.7
Other 120.0 63.2
--------- ---------
589.3 420.4
--------- ---------137.6 20.1
---------- ----------
968.7 1,002.8
---------- ----------
DEFERRED DEBITS AND OTHER ASSETS
Competitive Transition Charge 5,274.6 5,274.6
Recoverable Deferred Income Taxes 2,324.4 2,325.7
Deferred Limerick Costs 324.4 361.8594.9 590.3
Deferred Non-Pension Postretirement Benefits Costs 222.5 233.5
Deferred Energy Costs - Electric 93.9 92.095.8 97.4
Investments 536.7 432.6516.0 515.8
Loss on Reacquired Debt 266.3 283.882.1 83.9
Other 181.3 169.3
--------- ---------
3,949.5 3,898.7
--------- ---------110.2 121.0
---------- ----------
6,673.6 6,683.0
---------- ----------
TOTAL $15,365.2 $15,260.6
========= =========
$ 12,357.6 $ 12,356.6
========== ==========
See Notes to Condensed Consolidated Financial Statements.
(continued on next page)
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PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(continued)
September 30, DecemberThree Months Ended
March 31,
1998 1997
1996------------ ------------
(Unaudited)
CAPITALIZATION AND LIABILITIES
(Unaudited)
CAPITALIZATION
Common Shareholders' Equity
Common Stock (No Par) $3,517.6 $3,517.6$ 3,517.7 $ 3,517.7
Other Paid-In Capital 1.2 1.31.2
Retained Earnings 1,204.9 1,127.0Deficit (740.6) (792.2)
Preferred and Preference Stock
Without Mandatory Redemption 199.4 199.4137.5 137.5
With Mandatory Redemption 92.7 92.7
Company Obligated Mandatorily Redeemable
Preferred Securities of a Partnership 352.1 302.2352.1
Long-Term Debt 3,713.5 3,935.5
--------- ---------
9,081.4 9,175.7
--------- ---------3,597.4 3,853.1
---------- ----------
6,958.0 7,162.1
---------- ----------
CURRENT LIABILITIES
Notes Payable, Bank 157.5 287.5384.5 401.5
Long-Term Debt Due Within One Year 491.5 283.3498.0 247.1
Capital Lease Obligations Due Within One Year 77.1 55.8 49.4
Accounts Payable 217.0 213.0233.4 306.9
Taxes Accrued 139.2 71.5117.9 66.4
Interest Accrued 86.5 82.083.2 77.9
Dividends Payable 27.7 22.416.1 17.0
Deferred Income Taxes 130.8 185.7
Other 113.0 94.3
--------- ---------
1,288.2 1,103.4
--------- ---------275.6 260.4
---------- ----------
1,816.6 1,618.7
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES
Capital Lease Obligations 130.9 132.790.8 120.1
Deferred Income Taxes 3,740.6 3,745.22,321.8 2,297.1
Unamortized Investment Tax Credits 322.6 336.1313.6 318.1
Pension Obligation 224.5 224.5211.6 211.6
Non-Pension Postretirement Benefits Obligation 344.3 315.1333.4 324.8
Other 232.7 227.9
--------- ---------
4,995.6 4,981.5
--------- ---------311.8 304.1
---------- ----------
3,583.0 3,575.8
---------- ----------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
--------- ---------6)
TOTAL $15,365.2 $15,260.6
========= =========
$ 12,357.6 $ 12,356.6
========== ==========
See Notes to Condensed Consolidated Financial Statements.
4
PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
9 Months Ended
September 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $393.8 $398.9
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 494.4 404.2
Deferred Income Taxes (1.0) 106.9
Deferred Energy Costs 12.9 (22.6)
Salem Litigation Settlement (69.8) --
Changes in Working Capital:
Accounts Receivable (30.3) 39.8
Inventories 11.7 4.5
Accounts Payable 4.0 (119.9)
Other Current Assets and Liabilities 34.1 (54.6)
Other Items Affecting Operations 42.0 53.0
------ ------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 891.8 810.2
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Plant (362.1) (331.6)
Increase in Investments (104.1) (91.1)
------ ------
NET CASH FLOWS USED BY INVESTING ACTIVITIES (466.2) (422.7)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in Short-Term Debt (130.0) 281.7
Issuance of Common Stock -- 11.2
Issuance of Long-Term Debt 17.2 35.6
Retirement of Long-Term Debt (33.3) (397.5)
Loss on Reacquired Debt 17.5 18.8
Issuance of Company Obligated Mandatorily
Redeemable Preferred Securities of a Partnership 50.0 (0.1)
Dividends on Preferred and Common Stock (314.0) (306.9)
Change in Dividends Payable 5.3 9.6
Other Items Affecting Financing 0.2 0.3
------ ------
NET CASH FLOWS USED BY FINANCING ACTIVITIES (387.1) (347.3)
------ ------
INCREASE IN CASH AND CASH EQUIVALENTS 38.5 40.2
------ ------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 29.2 20.6
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $67.7 $60.8
====== ======
PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
3 Months Ended
March 31,
---------------------------------
1998 1997
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 113.6 $ 113.0
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 170.9 149.9
Deferred Income Taxes (6.8) (4.7)
Deferred Energy Costs 19.0 6.4
Changes in Working Capital:
Accounts Receivable 24.9 (13.6)
Inventories 17.7 33.4
Accounts Payable (73.5) (86.7)
Other Current Assets and Liabilities (45.5) 5.5
Other Items Affecting Operations 11.7 18.0
---------- ---------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 232.0 221.2
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Plant (116.5) (101.4)
Increase in Investments (11.1) (33.1)
---------- ---------
NET CASH FLOWS USED BY INVESTING ACTIVITIES (127.6) (134.5)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in Short-Term Debt (17.0) 15.0
Retirement of Long-Term Debt (5.5) -
Loss on Reacquired Debt 1.8 5.9
Dividends on Preferred and Common Stock (58.9) (104.7)
Change in Dividends Payable (0.9) 7.4
Other Items Affecting Financing (2.3) 0.2
---------- ---------
NET CASH FLOWS USED BY FINANCING ACTIVITIES (82.8) (76.2)
---------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS 21.6 10.5
---------- ---------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 33.4 29.2
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 55.0 $ 39.7
========== =========
See Notes to Condensed Consolidated Financial Statements.
5
15
PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements as of
September 30, 1997March 31, 1998 and for the three and nine months then ended are unaudited, but include
all adjustments that PECO Energy Company (Company) considers necessary for a
fair presentation of such financial statements. All adjustments are of a normal,
recurring nature except the settlement of the litigation
against Public Service Electric and Gas Company (PSE&G) with respect to the
shutdown of Salem Generating Station (Salem) described in note 2.nature. The year-end condensed consolidated balance sheet data were
derived from audited financial statements but do not include all disclosures
required by generally accepted accounting principles. Certain prior-year amounts
have been reclassified for comparative purposes. These notes should be read in
conjunction with the Notes to Consolidated Financial Statements in the Company's
19961997 Annual Report to Shareholders, which are incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.1997 (1997
Form 10-K).
2. SHUTDOWNRATE MATTERS
As previously reported in the 1997 Form 10-K, the Company filed
complaints in federal and state courts relating to the orders of the
Pennsylvania Public Utility Commission (PUC) issued in December 1997, and
January and February 1998, deregulating the Company's electric generation
operations (PUC Restructuring Order). In addition, numerous other parties have
filed appeals and cross appeals of the PUC Restructuring Order. Most of these
parties, including the Company, have entered into settlement discussions. The
Company cannot predict the outcome of such discussions or appeals. At December
31, 1997, the Company discontinued the use of regulatory accounting in its
financial statements for its electric generation operations.
3. RESTART OF SALEM GENERATING STATION PSE&G,(SALEM) Public Service Electric and
Gas Company (PSE&G), the operator of Salem Units No. 1 and No. 2, which are
42.59% owned by the Company, removed the units from service in the second
quarter of 1995. On August 30, 1997, PSE&G informed the Company that Unit No. 2 returned to commercial operation. PSE&G expects thatoperation in the third
quarter of 1997 and Unit No. 1 will returnreturned to service in
the first quarter ofcommercial operation on April 17,
1998. Because the timing of Unit No. 1's restart is subject
to satisfactory completion of the restart plan requirements, as determined by
PSE&G and the Nuclear Regulatory Commission, no assurance can be given that the
projected restart date will be met.
In accordance with a May 9, 1997 settlement agreement, PSE&G has agreed
to pay the Company $69.8 million on December 31, 1997 to settle a suit filed on
March 5, 1996 against PSE&G concerning the shutdown of Salem. During June 1997,
the Company recorded into income $69.8 million ($41.0 million net of income
taxes) to reflect the settlement. In addition, the settlement agreement provides
that if the outage exceeds 64 reactor unit months PSE&G will pay the Company
$1.1 million per reactor unit month. A reactor unit month is a month during the
current outage in which a unit is off-line. As of September 30, 1997, the Salem
outage totaled 55 reactor unit months.
For the three and nine months ended September 30,March 31, 1998 and 1997, the Company
recorded in the accompanying Statements of Income as Fuel and Energy Interchange
$27$16 and $84$29 million, respectively, of replacement power costs and recorded as
Operating and Maintenance $12$8 and $39 million, respectively, of maintenance costs relating to
the shutdown of Salem. For the three and nine months ended September 30, 1996,
the Company recorded in the accompanying Statements of Income as Fuel and Energy
Interchange $27 and $65 million, respectively, of replacement power costs and
recorded as Maintenance $14 and $45$13 million, respectively, of maintenance costs
relating to the shutdown of Salem. For the year ending December 31, 1997,1998, the
Company expects to incur and expense approximately $155$35 million of costs related
to the shutdown.
6
3. RATE MATTERS
On April 1, 1997, the Company filed with the Pennsylvania Public
Utility Commission (PUC) a comprehensive restructuring plan detailing its
proposal to implement full customer choice of electric generation supplier. The
filing is required under the provisions of the Pennsylvania Electricity
Generation Consumer Choice and Competition Act (Competition Act), which requires
the unbundling of electric services into separate generation, transmission and
distribution services with open retail competition for generation. The filing
proposed, among other things: procedures to implement direct customer access,
beginning in 1999, to all licensed electric generation suppliers; unbundled
rates for generation, transmission, distribution and other services; and the
recovery of all of the Company's estimated net transition and stranded costs
through a Competitive Transition Charge (CTC) and/or Intangible Transition
Charge (ITC).
On August 27, 1997, the Company and various intervenors in the
Company's restructuring proceeding filed with the PUC a Joint Petition for
Partial Settlement (Pennsylvania Plan) in the Company's restructuring
proceeding. The Pennsylvania Plan proposes, among other things: the recovery and
amortization of $5.5 billion in stranded assets and costs through a CTC or an
ITC over a period commencing with the approval of the Pennsylvania Plan by the
PUC until December 31, 2008; a write-off of at least $2 billion of stranded
costs; PUC approval to securitize up to $4 billion of authorized stranded costs;
separation of the ownership and operation of the Company's generation facilities
by establishment of a separate corporate entity or entities; a rate reduction of
10% for all customers effective September 1, 1998 and guaranteed through
December 31, 2000; a rate cap on generation rates through December 31, 2008; and
customer choice of electric generation supply phased in for all customers in
three steps: one-third of the peak load of each customer class on January 1,
1999, one-third on January 2, 1999 (one day later) and the remainder on January
2, 2000.
On October 7, 1997, an affiliate of an out-of-state,
Pennsylvania-licensed electric supplier, which is opposing the Pennsylvania
Plan, requested that the PUC consider an alternative plan to implement
competition in the Company's service territory. On October 9, 1997, the PUC
granted the Motion to Consolidate in order to take into account this alternative
plan in deciding whether to approve the Pennsylvania Plan. The Company will
oppose the alternative plan. For additional information, see "PART II. OTHER
INFORMATION. ITEM 5. OTHER INFORMATION" in this Quarterly Report on Form 10-Q.
If the Pennsylvania Plan is approved by the PUC without modification,
the Company will discontinue accounting for the generation portion of its
business under Statement of Financial Accounting Standards (SFAS) No. 71,
"Accounting for the Effects of Certain Types of Regulation," and expects to take
an extraordinary charge of at least $2.1 billion representing stranded
regulatory assets that will not be recoverable through the CTC or ITC.
The Company cannot predict what decision the PUC will ultimately reach
in the Company's restructuring proceeding or what impact that decision will
ultimately have on the Company's future financial condition, results of
operations or the common stock dividend. If the Pennsylvania Plan is not
7
approved by the PUC without modification, the Company will reassert its request
for full recovery of its net transition and stranded costs, including regulatory
assets, which the Company currently estimates will be $7.5 billion. If the PUC
does not approve the Pennsylvania Plan, the Company believes that it will be
given the opportunity to seek full recovery of its retail electric stranded
costs and that recovery of its regulatory assets is probable under the
provisions of the Competition Act. The Company's financial condition and results
of operations could be materially affected to the extent the Company is not
ultimately permitted to recover its retail electric stranded costs, as a charge
against earnings will be recognized. The PUC is scheduled to issue a decision on
the Pennsylvania Plan in December 1997.
On January 22, 1997, the Company filed with the PUC an application
under the Competition Act to securitize $3.6 billion of stranded costs. On May
22, 1997, the PUC issued an order authorizing the Company to securitize $1.1
billion of its stranded and related transaction and use of proceeds costs.
Thirteen intervenors subsequently appealed the PUC's decision. If the
Pennsylvania Plan is approved without modification, the Company will be
permitted to securitize up to a total of $4 billion of stranded costs. Issuance
of transition bonds by the Company will depend on the resolution of all pending
appeals and the satisfactory issuance of a pending ruling by the Internal
Revenue Service.
For additional information regarding the Competition Act and the
Company's securitization filing, see note 3 of Notes to Consolidated Financial
Statements for the year ended December 31, 1996.
4. SALES OF ACCOUNTS RECEIVABLE
The Company is party to an agreement with a financial institution,
under which it can sell or finance with limited recourse an undivided interest,
adjusted daily, in up to $425 million of designated accounts receivable throughuntil
November 14, 2000. At September 30, 1997,March 31, 1998, the Company had sold a $425 million interest
in accounts receivable, consisting of a $296 million interest in accounts
receivable which the Company accounts for as a sale under this agreement.Statement of Financial
Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities," and a $129 million interest
in special agreement accounts receivable which were accounted for as a long-term
note payable. The Company retains the servicing responsibility for these
receivables. The agreement requires the Company to maintain its $425 million
interest, which if not met, requires the Company to deposit cash in order to
satisfy such requirements. The Company was required to deposit $37 million of
cash, which is restricted from the Company's use, under the terms of the
agreement at March 31, 1998. At September 30, 1997,March 31, 1998, the average annual
service-charge rate, computed on a daily basis on the portion of the accounts
receivable sold but not yet collected, was 5.61%5.59%.
By terms of this agreement, under certain circumstances, a portion of
Limerick Generating Station (Limerick) deferred costs may be included in the
pool of eligible receivables. At September 30, 1997, $17.7 million of Deferred
Limerick Costs were included in the pool of eligible receivables.
5. DECLARATORY ACCOUNTING ORDER
On October 1, 1996, the Company implemented changes approved by the PUC
to the estimated depreciable lives of certain of the Company's electric plant.
As a result, depreciation and amortization on certain assets associated with
Limerick increased by approximately $100 million per year while depreciation and
amortization on certain other Company assets decreased by approximately $10
million per year, for a net increase of approximately $90 million per year. For
the three and nine months ended September 30, 1997, the Company expensed an
additional $23 and $70 million, respectively, for increased depreciation and
amortization related to this order.
8
6. STOCK REPURCHASE
During 1997, the Company's Board of Directors authorized the repurchase
of up to 25 million shares of its common stock from time to time through
open-market, privately negotiated and/or other types of transactions in
conformity with the rules of the Securities and Exchange Commission.
Pursuant to these authorizations, the Company has entered into forward
purchase agreements to be settled from time to time, at the Company's election,
on either a physical, net share or net cash basis. The amount at which these
agreements can be settled is dependent principally upon the market price of the
Company's common stock as compared to the forward purchase price per share and
the number of shares to be settled. If these agreements werehad been settled on a
net share basis at September 30, 1997,March 31, 1998, based on the closing price of the Company's
common stock on that date, the Company would have received approximately 910,000476,000
shares of Company common stock.
7. SUBSEQUENT FINANCINGS
On October 1, 1997, the Company redeemed at par all $61.9 million
outstanding $7.96 Series Cumulative Preferred Stock. The shares were redeemed
primarily with the proceeds from the $50 million of Trust Receipts, representing
8% Company Obligated Mandatorily Redeemable Preferred Securities of a
Partnership, Series C, issued through PECO Energy Capital Trust II in June 1997.
On October 7, 1997, the Company entered into a $900 million unsecured
credit facility with a group of banks and terminated an existing $400 million
unsecured revolving credit facility with a group of banks and formal and
informal lines of bank credit aggregating $110 million. The credit facility is
composed of a $450 million 364-day credit agreement and a $450 million
three-year revolving credit agreement. The Company plans to use the credit
facility principally to support the Company's commercial paper program which was
expanded from $300 million to $600 million.
8.6. COMMITMENTS AND CONTINGENCIES
Except as described below, theFor information regarding the Company's capital commitments, nuclear
insurance, nuclear decommissioning and spent fuel storage, energy purchases,commitments,
environmental issues, telecommunications and litigation, at September 30,
1997 is substantially the same as described insee note 45 of Notes to
Consolidated Financial Statements for the year ended December 31, 1996.1997.
As previously reported, the Company has identified 27 sites where
former manufactured gas plant (MGP) activities have or may have resulted in
actual site contamination. As of September 30, 1997,March 31, 1998, the Company had accrued $28$63
million for environmental investigation and remediation costs, including $15$35
million for MGP investigation and remediation that currently can be reasonably
estimated. The Company cannot predict whether it will incur other significant
liabilities for additional investigation and remediation costs at these or
additional sites identified by the Company, environmental agencies or others, or
whether all such costs will be recoverable from third parties.
9
The Company periodically reviews its investments to determine that they
are properly valued in its financial statements. Due to circumstances involvedthe changes in the
Federal Communication Commission's auctioningelectric deregulation environment throughout the United States, the Company is
specifically evaluating its investment in EnergyOne. As of March 31, 1998, the
Company had a net investment of $10 million in EnergyOne.
7. ACCOUNTING MATTERS
In February 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits," to revise and standardize employers' disclosures about
pension and other postretirement benefit plans required by SFAS No. 87,
"Employers' Accounting for Pensions," SFAS No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," and SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," but does not change the
measurement or recognition of those plans. The new standard is effective for
fiscal years beginning after December 15, 1997. The Company will adopt SFAS No.
132 in 1998. Adoption of SFAS No. 132 will not affect the Company's financial
condition or results of operations.
8. SUBSEQUENT FINANCINGS
On April 6, 1998, PECO Energy Capital Trust III (Trust) issued $78
million of Trust Receipts, each representing a 7.38% Company Obligated
Mandatorily Redeemable Preferred Securities of a Partnership (COMRPS), Series D,
representing limited partnership interests. The sole assets of the personal
communications systems "C-block" licenses,Trust are
7.38% COMRPS, Series D, issued by PECO Energy Capital, L.P., a Delaware limited
partnership of which a wholly owned subsidiary of the Company continuesis the sole
general partner. The COMPRS, Series D are supported by a series of the Company's
deferrable interest subordinated debentures. Each holder of the Trust Receipts
is entitled to closely
monitorwithdraw the corresponding number of 7.38% COMRPS, Series D, from
the Trust in exchange for the Trust Receipts so held. Proceeds from the issuance
will be used by the Company in connection with its redemption, on May 15, 1998,
of $78 million aggregate liquidation value of its telecommunications investments. The Company believes
that these investments are not impaired, but will continue to assess
developments in this area.
10the Company's outstanding Trust
Receipts, each representing a 8.72% COMRPS, Series B, of PECO Energy Capital,
L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITIONGENERAL
The Company's future financial condition and its future operating
results are substantially dependent upon the effects of the Pennsylvania Electricity Generation ConsumerCustomer Choice and Competition Act
(Competition Act) and
other competitive initiatives. Underwas enacted in December 1996 providing for the provisionsrestructuring
of the electric utility industry in Pennsylvania, including retail competition
for generation beginning in 1999. Pursuant to the Competition Act, the
Company's unbundled charges for transmission- and distribution-related services
will be capped for 4-1/2 years from December 31, 1996; until recovery of the
Company's net stranded and transition costs, the Company will be subject to a
rate cap (which cannot extend beyond December 31, 2005) in which the total
charges to customers for generation cannot exceed rates in place as of December
31, 1996, subject to certain exceptions.
On April 1,
1997, the Company filed with the Pennsylvania Public Utility Commission (PUC) a
comprehensive restructuring plan detailing its proposal to implement full
customer choice of electric generation supplier,
includingsupplier. The Company's restructuring
plan identified $7.5 billion of retail electric generation-related stranded
costs. In December 1997, the recoveryPUC entered an Opinion and Order, revised in
January and February 1998 (PUC Restructuring Order), which deregulates the
Company's electric generation operations and authorizes the Company to recover
stranded costs of all$4.9 billion on a discounted basis, or $5.3 billion on a book
value basis, over 8-1/2 years beginning in 1999. The Company has filed appeals
of the Company's estimated net transitionPUC Restructuring Order with federal and stranded costs.state courts. The Company's filing proposedCompany is in
settlement discussions related to collectits and other appeals of the net transitionPUC Restructuring
Order. For additional information concerning the PUC Restructuring Order, see
"Management's Discussion and stranded costs over a periodAnalysis of up to ten years through annual Competitive
Transition Charges (CTC) and/or Intangible Transition Charges (ITC).
On August 27, 1997, the CompanyFinancial Condition and various intervenorsResults of
Operations" in the Company's restructuring proceeding filed withAnnual Report to Shareholders for the PUC a Joint Petition for
Partial Settlement (Pennsylvania Plan) inyear 1997;
the Company's restructuring
proceeding. The Pennsylvania Plan proposes, among other things:Annual Report on Form 10-K for the recovery and
amortization of $5.5 billion in stranded assets and costs through a CTC or an
ITC commencing with the approval of the Pennsylvania Plan by the PUC untilyear ended December 31, 2008; a write-off of at least $2 billion of stranded costs; PUC
approval to securitize up to $4 billion of authorized stranded costs; separation
of the ownership1997
(1997 Form 10-K) under "PART I. ITEM 1. BUSINESS-Deregulation and operation of the Company's generation facilities by
establishment of a separate corporate entity or entities; a rate reduction of
10% for all customers effective September 1, 1998Rate Matters";
and guaranteed through
December 31, 2000; a rate cap on transmission and distribution rates through
December 31, 2003; a rate cap on generation rates through December 31, 2008; and
customer choice of electric generation supply phased in for all customers in
three steps: one-third of the peak load of each customer class on January 1,
1999, one-third on January 2, 1999 (one day later) and the remainder on January
2, 2000. The Pennsylvania Plan must be approved by the PUC without modification
to become effective. The PUC is scheduled to issue a decision on the
Pennsylvania Plan in December 1997.
On October 7, 1997, an affiliate of an out-of-state,
Pennsylvania-licensed electric supplier, which is opposing the Pennsylvania
Plan, requested that the PUC consider an alternative plan to implement
competition in the Company's service territory. On October 9, 1997, the PUC
granted the Motion to Consolidate in order to take into account this alternative
plan in deciding whether to approve the Pennsylvania Plan. The Company will
oppose the alternative plan. For additional information, see "PART II. OTHER
INFORMATION. ITEM 5. OTHER INFORMATION" inof this Quarterly Report on Form 10-Q.
11
If the Pennsylvania Plan is approved by the PUC,10-Q
(Report).
At December 31, 1997, the Company will not
fully recoverdiscontinued the use of regulatory
accounting in its retailfinancial statements for its electric stranded costs and will takegeneration operations
resulting in an extraordinary charge against income of at least $2.1$3.1 billion representing stranded regulatory assets. If($1.8
billion net of income taxes) to reflect the Pennsylvania Plan isamount of electric
generation-related assets that will not approved without modification bybe recovered from customers either prior
to the commencement of competition or under the PUC Restructuring Order. For
additional discussion on the discontinuance of the use of regulatory accounting
for the Company's electric generation operations, see note 4 of Notes to
Consolidated Financial Statements for the year ended December 31, 1997.
Although the Company will reassert its request for full recovery of its net transition and stranded
costs, including regulatory assets, whichcannot predict the Company currently estimates to be
$7.5 billion. The amount of recovery is subject to the decisionultimate effect of the PUC
in
the Company's restructuring proceeding. If the PUC does not approve the
Pennsylvania Plan without modification,Restructuring Order and competition for electric generation services, the
Company believes that it will be
given the opportunity to seek full recovery of its retail electric stranded
costs and that recovery of its regulatory assets is probable under the
provisions of the Competition Act. The Company'sfuture financial condition and results of operations
couldwill be materially affectedadversely affected.
On January 26, 1998, the Company's Board of Directors reduced the
quarterly common stock dividend from $0.45 per share to $0.25 per share,
effective with the extentdividend payable on March 31, 1998. The Board of Directors
concluded that, given the impact of the PUC Restructuring Order, the dividend
reduction was necessary to provide the Company doeswith the financial flexibility
needed to meet the demands of competition.
The Company is continuing its cost management efforts through a
Competitive Cost Review (CCR). The objective of this review is to achieve a best
in class cost structure while maintaining high quality service through an
in-depth analysis and assessment of all Company expenses, capital expenditures,
programs, processes and personnel. CCR's goal is to enable the Company to be a
low cost energy provider while not ultimately recovercompromising its service quality,
reliability, safety or overall performance levels.
The Company's Local Distribution Company (LDC), a business unit of the
Company, provides customers with electric transmission and distribution
services, gas services and other energy products and services. On March 31,
1998, the LDC announced a workforce reduction of approximately 700 employees and
150 contractors to take place over the next twelve to eighteen months in order
to improve productivity and efficiency and to implement new processes and
technology.
On April 8, 1998, the Board of Directors authorized the implementation
of a retirement incentive program and an enhanced severance benefit program to
achieve targeted workforce reductions. The retirement incentive program will
allow employees age 50 and older, who have been designated as excess or who are
in job classifications facing reduction, to retire from the Company. The
enhanced severance benefit program will provide non-retiring excess employees
with less than ten years of service, severance benefits of two weeks pay per
year of service. Non-retiring excess employees with more than ten years of
service will receive severance benefits of three weeks pay per year of service.
The Company cannot currently predict the magnitude of the impact of the
CCR, the LDC workforce reduction, the retirement incentive program and the
enhanced severance benefit program on its future financial condition and results
of operations.
RESULTS OF OPERATIONS
EARNINGS
Basic and dilutive earnings per average common share for the three
months ended March 31, 1998 were $0.50 per share compared to $0.49 per share in
1997. Earnings for the first quarter of 1998 improved due to an increase in
wholesale electric revenues net of fuel and energy interchange, lower operating
and maintenance expense, and lower income tax expense. The earnings increase was
partially offset by lower total revenues net of fuel and energy interchange, due
to milder weather conditions and the effects of lower margins on retail electric
stranded costs, as a charge against
earnings will be recognized.sales, and increased depreciation expense.
OPERATING REVENUES
Electric revenues increased 3% for the three months ended March 31,
1998 compared to 1997 primarily due to higher wholesale electric sales. The
Company expects that its future liquidityincrease was partially offset by milder weather conditions in 1998 compared to
1997 and capital resources
will be reducedlower average rates as a result of the Competition Act.customer choice pilot program.
Gas revenues decreased 8% for the three months ended March 31, 1998
compared to 1997 primarily due to a decrease in sales volume as a result of
milder weather conditions.
FUEL AND ENERGY INTERCHANGE
Fuel and energy interchange expense increased 11% for the three months
ended March 31, 1998 compared to 1997 primarily due to additional interchange
purchases needed for increased wholesale electric sales.
OPERATING AND MAINTENANCE
Operating and maintenance expense decreased 7% for the three months
ended March 31, 1998 compared to 1997. The Company is pursuing a
strategydecrease was primarily due to reduce its stranded costslower
electric transmission and distribution system expenses and lower uncollectible
accounts expenses. The decrease was partially offset by an increase in other
administrative and general expenses.
DEPRECIATION EXPENSE
Depreciation expense increased 9% for the associated capitalization, which
would reducethree months ended March 31,
1998 compared to 1997 primarily due to the amortization of Deferred Generation
Costs Recoverable in Current Rates during 1998, preceding the Company's
liquiditytransition to market-based pricing of electric generation in 1999.
OTHER INCOME AND DEDUCTIONS
Other income and capital resource requirements.deductions excluding interest charges decreased
substantially for the three months ended March 31, 1998 compared to 1997. The
Company cannot predictdecrease was primarily due to increased losses from investments in subsidiaries.
INTEREST CHARGES
Interest charges decreased 6% for the levelthree months ended March 31, 1998
compared to 1997 primarily as a result of stranded-cost recovery that will be
permitted underlower amortization expense due to the
Competition Act, the impactwrite-off of any such recovery on the
Company's capitalization or whether internally generated cash will continue to
meet or exceed the Company's capital requirements and dividend payments. For
further information, see note 3 of Notes to Condensed Consolidated Financial
Statements in this Quarterly Report on Form 10-Q under "PART I. FINANCIAL
INFORMATION. ITEM 1. FINANCIAL STATEMENTS"electric generation-related debt discounts at December 31, 1997 and
the Company's Current Report on
Form 8-K dated August 27,ongoing program to reduce and refinance higher-cost, long-term
debt. These decreases were partially offset by higher average short-term debt
balances compared to 1997 and the replacement of $62 million of preferred stock
with Company Obligated Mandatorily Redeemable Preferred Securities of a
Partnership (COMRPS) in the third quarter of 1997.
* * * *INCOME TAXES
Total income taxes decreased 25% for the three months ended March 31,
1998 compared to 1997. The decrease was primarily due to full normalization of
deferred taxes associated with generation plant and lower pre-tax income.
PREFERRED STOCK DIVIDENDS
Preferred stock dividends decreased 27% for the three months ended March
31, 1998 compared to 1997 primarily due to the replacement of $62 million of
preferred stock with COMRPS in the third quarter of 1997.
DISCUSSION OF LIQUIDITY AND CAPITAL RESOURCES
Total construction expenditures, primarily for utility plant, are
estimated to be $560$600 million for 1997 and $1.6 billion for the period 1998
through 2001.1998. The estimated expenditures include
approximately $150 million for new ventures, principally through the
Company's shareTelecommunications Group. Due to the expected adverse impact of the remaining expenditures relating toPUC
Restructuring Order and competition for electric generating services on its
future capital resources, the replacement of Salem Generating Station
(Salem) Unit No. 1 steam generators, including installationCompany is currently evaluating its capital
commitments for 1999 and the cost of
disposal of the four old steam generators.
The Company's construction program is subject to periodic review and
revision to reflect changes in economic conditions and other appropriate
factors.beyond. Certain facilities under construction and to be
constructed may require permits and licenses which the Company has no assurance
will be granted.
For the period 1997 through 2000, the Company also plans to invest
approximately $200 to $300 million in new ventures, principally for its
Telecommunications Group.
* * * *
For a discussion of commitments and contingencies relating to
environmental matters, see note 4 of Notes to Consolidated Financial
12
Statements for the year ended DecemberAt March 31, 1996 and note 8 of Notes to Condensed
Consolidated Financial Statements in this Quarterly Report on Form 10-Q under
"PART I. FINANCIAL INFORMATION. ITEM 1. FINANCIAL STATEMENTS."
* * * *
For the year ended December 31, 1997, the Company expects to incur
replacement power and additional maintenance costs of approximately $155 million
as a result of the Salem shutdown. See note 2 of Notes to Condensed Consolidated
Financial Statements in this Quarterly Report on Form 10-Q under "PART I.
FINANCIAL INFORMATION. ITEM 1. FINANCIAL STATEMENTS" and "PART II. OTHER
INFORMATION. ITEM 5. OTHER INFORMATION."
* * * *
The Company has and will continue to make modifications to its computer
software systems and applications to ensure that year 2000 transactions can be
processed. Expenditures for these modifications will be expensed as incurred and
are not expected to have a material impact on the Company's results of
operations or financial position.
* * * *
On October 1, 1997, the Company redeemed at par all $61.9 million
outstanding $7.96 Series Cumulative Preferred Stock. The shares were redeemed
primarily with the proceeds from the $50 million of Trust Receipts, representing
8% Company Obligated Mandatorily Redeemable Preferred Securities of a
Partnership, Series C, issued through PECO Energy Capital Trust II in June 1997.
* * * *
At September 30, 1997,1998, the Company and its subsidiaries had outstanding
$158$385 million of notes payable, including $70$297 million of commercial paper. At
September 30, 1997,March 31, 1998, the Company had formal and informal lines of bank credit
aggregating $110$100 million. At September 30, 1997,March 31, 1998, the Company and its subsidiaries
had no short-term investments.
* * * *
On October 7,As a result of the extraordinary charge to earnings in December 1997,
the Company terminated a $400 million unsecured
revolving credit facility with a groupdid not meet the earnings test under the Mortgage required for the
issuance of banks and formal and informal lines of
bank credit aggregating $110 million and entered into a $900 million unsecured
credit facility with a group of banks. This credit facility is composed of a
$450 million 364-day credit agreement and a $450 million revolving three-year
credit agreement. The Company plans to use the credit facility principally to
support the Company's commercial paper program which was expanded from $300
million to $600 million.
* * * *
The Company's Ratio of Earnings to Fixed Charges (Mortgage Method)additional bonds against property additions for the twelve months
ended September 30,March 31, 1998. In addition, the Company does not expect to meet the
earnings test under the Mortgage for any twelve-month period ending prior to
December 31, 1998. At March 31, 1998, the Company was entitled to issue
approximately $3.6 billion of mortgage bonds without regard to the earnings and
property additions tests against previously retired mortgage bonds.
As a result of the extraordinary charge to earnings in December 1997,
was 4.52 times compared to 4.47 timesthe Company did not meet the earnings test of the Company's Amended and Restated
Articles of Incorporation (Articles), required for the corresponding period in 1996. The Company's Ratioissuance of 13
Earnings to Combined Fixed Charges and Preferred Stock Dividends (Articlesadditional
preferred stock without an affirmative vote of Incorporation Method)the holders of two-thirds of all
preferred shares outstanding, for the twelve months ended September 30, 1997, was 2.49
times comparedMarch 31, 1998. In
addition, the Company does not expect to 2.53 timesmeet the earnings test under the
Articles for the correspondingany twelve-month period in 1996.ending prior to December 31, 1998.
For the ninethree months ended September 30, 1997,March 31, 1998, the Company's Ratio of
Earnings to Fixed Charges (SEC Method) (Exhibit 12-1) and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends (SEC Method) (Exhibit 12-2)
were 3.583.12 times and 3.292.94 times, respectively, compared to 3.353.24 times and 3.312.97
times, respectively, for the corresponding period in 1996.1997.
See the Company's Annual
Report on1997 Form 10-K for the year ended December 31, 1996 (1996 Form 10-K) under "PART I. ITEM 1. BUSINESS-Capital
Requirements and Financing Activities," for a discussion of the ratio methods.
* * * *
As previously disclosed, the Company's Board of Directors authorized
the repurchase of up to 25 million shares of its common stock from time to time
through open market, privately negotiated and/or other types of transactions in
conformity with the rules of the Securities and Exchange Commission (SEC).
The Company has entered into forward purchase agreements to be settled
from time to time, at the Company's election, on either a physical, net share or
net cash basis. The amount at which these agreements can be settled is dependent
principally upon the market price of the Company's common stock as compared to
the forward purchase price per share and the number of shares to be settled. If
these agreements werehad been settled on a net share basis at September 30, 1997,March 31, 1998, based
on the closing price of the Company's Common Stock on that date, the Company
would have received approximately 910,000476,000 shares of Company common stock.
* * * *On April 6, 1998, PECO Energy Capital Trust III (Trust) issued $78
million of Trust Receipts, each representing a 7.38% COMRPS, Series D,
representing limited partnership interests. The sole assets of the Trust are
7.38% COMRPS, Series D, issued by PECO Energy Capital, L.P., a Delaware limited
partnership of which a wholly owned subsidiary of the Company is the sole
general partner. The COMPRS, Series D are supported by a series of the Company's
deferrable interest subordinated debentures. Each holder of the Trust Receipts
is entitled to withdraw the corresponding number of 7.38% COMRPS, Series D, from
the Trust in exchange for the Trust Receipts so held. Proceeds from the issuance
will be used by the Company in connection with its redemption, on May 15, 1998,
of $78 million aggregate liquidation value of the Company's outstanding Trust
Receipts, each representing a 8.72% COMRPS, Series B, of PECO Energy Capital,
L.P.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, certain of the
matters discussed in this Quarterly Report on Form 10-Q (Report) are forward-looking statements which are
subject to risks and uncertainties. The factors that could cause actual results
to differ materially include those discussed herein as well as those listed in
notes 2, 3 and 86 of Notes to Condensed Consolidated Financial Statements and
other factors discussed in the Company's filings with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Report. The Company undertakes no obligation
to publicly release any revision to these forward-looking statements to reflect
events or circumstances after the date of this Report.
* * * *
14
RESULTS OF OPERATIONS
EARNINGS
Earnings per average common share outstanding for the three and nine
months ended September 30, 1997 were $0.69 and $1.71 per share, respectively,
compared to $0.65 and $1.73 per share for the corresponding periods in 1996. The
increase in third quarter 1997 earnings was due to higher electric revenues net
of fuel of $0.10 per share primarily due to sales to other utilities, and from
lower operating and maintenance costs of $0.08 per share. Offsetting these
benefits was increased depreciation of $0.12 per share resulting primarily from
the increased depreciation and amortization of assets associated with Limerick
Generating Station (Limerick) and related deferred tax impacts.
The decrease in earnings for the nine months ended September 30, 1997
was primarily due to increased depreciation of $0.35 per share resulting
primarily from the increased depreciation and amortization of assets associated
with Limerick and related deferred tax impacts and milder weather of $0.12 per
share in 1997. These decreases were partially offset by the recognition of
income from the Salem litigation settlement of $0.18 per share; lower operating
and maintenance costs of $0.17 per share; higher electric revenues net of fuel
of $0.09 per share primarily due to sales to other utilities; and lower interest
expense due to the Company's program to refinance higher interest rate debt,
which added $0.03 per share.
* * * *
OPERATING REVENUES
Electric revenues increased 15% and 6% for the three and nine months
ended September 30, 1997, respectively, compared to the corresponding periods in
1996 primarily due to higher sales to other utilities.
Gas revenues increased 12% and 5% for the three and nine months ended
September 30, 1997, respectively, compared to the corresponding periods in 1996.
The increase was primarily due to higher revenues from sales to commercial,
house heating and residential customers due to higher purchased gas-clause
revenues charged in 1997 compared to 1996, partially offset by lower sales due
primarily to milder weather conditions in 1997. For the nine months ended
September 30, 1997, this increase was partially offset by reduced sales to
interruptible customers as they switched to transportation service.
* * * *
FUELITEM 3. QUANTITATIVE AND ENERGY INTERCHANGE
Fuel and energy interchange expenses increased 57% and 30% for the
three and nine months ended September 30, 1997, respectively, compared to the
corresponding periods in 1996 primarily due to additional interchange purchases
needed for increased sales to other utilities. Also contributing to the
nine-month increase was a one-time billing credit in 1996 from a non-utility
generator and higher replacement power costs resulting from the shutdown of
Salem.
* * * *
15
OPERATING AND MAINTENANCE
Operating and maintenance expenses decreased 10% and 7% for the three
and nine months ended September 30, 1997, respectively, compared to the
corresponding periods in 1996. The decreases were primarily due to lower
electric distribution system expenses, lower uncollectibles and lower other
administrative and general expenses. Also contributing to the decrease for the
nine months ended September 30, 1997 were lower nuclear generating station
expenses.
* * * *
DEPRECIATION
Depreciation expense increased 26% and 25% for the three and nine
months ended September 30, 1997, respectively, compared to the corresponding
periods in 1996 primarily due to increased depreciation and amortization of
assets associated with Limerick.
* * * *
INCOME TAXES
Income taxes charged to operating expenses increased 32% and 8% for the
three and nine months ended September 30, 1997 compared to the corresponding
periods in 1996. The increase for the three months ended September 30, 1997 was
primarily due to higher pre-tax income and reduced tax depreciation benefits
from plant and regulatory assets which are not fully normalized for ratemaking
purposes. The increase for the nine months ended September 30, 1997 was
primarily due to reduced tax depreciation benefits from plant and regulatory
assets which are not fully normalized for ratemaking purposes, partially offset
by a decrease in pre-tax income.
* * * *
OTHER TAXES
Other taxes charged to operating expenses increased 4% and 2% for the
three and nine months ended September 30, 1997 compared to the corresponding
periods in 1996. The increase for the three months ended September 30, 1997 was
primarily due to increased real estate and gross receipts taxes. The increase
for the nine months ended September 30, 1997 was primarily due to increased
capital stock and gross receipts taxes.
* * * *
OTHER INCOME AND DEDUCTIONS
Other income and deductions was substantially unchanged for the three
months ended September 30, 1997 and increased substantially for the nine months
ended September 30, 1997 compared to the corresponding periods in 1996. The
increase for the nine months ended September 30, 1997 was primarily due to the
settlement reached with Public Service Electric and Gas Company (PSE&G) in the
second quarter of 1997 related to the shutdown of Salem.
* * * *
16
NET INTEREST CHARGES
Net interest charges were substantially unchanged for the three months
ended September 30, 1997 and decreased 3% for the nine months ended September
30, 1997 compared to the corresponding periods in 1996. The decrease for the
nine months ended September 30, 1997 was primarily due to the Company's ongoing
program to reduce and refinance higher-cost, long-term debt.
* * * *
PREFERRED DIVIDENDS
Preferred stock dividends were unchanged for the three and nine months
ended September 30, 1997 compared to the corresponding periods in 1996.
* * * *
17QUALITATIVE DISCLOSURE ABOUT MARKET RISK
None.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported inOn March 10, 1998, the Quarterly Report on Form 10-Q forGrays Ferry Cogeneration Partnership sued the
quarter ended June 30, 1997, on July 31, 1997, the plaintiffs in the class
action suit against the Company involving the 1987 amendment to the Company's
Service Annuity Plan filed a petition for review with the United States Supreme
Court of the decision by the United States Court of Appeals for the Third
Circuit. On October 14, 1997, the Supreme Court denied the plaintiffs' petition.
* * * *
As previously reported in the 1996 Form 10-K, the Company and the three
other co-owners of Salem filed suit in February 1996 in the United States District Court for the Eastern District of
New Jersey against Westinghouse Electric
Corporation seekingPennsylvania (Eastern District Court) to enjoin the Company's termination of the
power purchase agreements relating to the Grays Ferry Cogeneration Project
(Project). In addition to specific enforcement of the agreements, the plaintiff
claimed damages in excess of $200 million. The Company claimed that, as a result
of the elimination of the Energy Cost Adjustment through statutory and
regulatory changes and the resulting inability of the Company to recover these
costs from customers, the costcontract contingency had been triggered and the
agreements were no longer in effect. On March 19, 1998, the Eastern District
Court dismissed the suit for lack of replacingsubject-matter jurisdiction. On April 9,
1998, the steam
generatorsplaintiff filed an action asserting similar claims in the Court of
Common Pleas in Philadelphia County against the Company and the PUC. In a
separate action, on March 18, 1998, The Chase Manhattan Bank, the lender for the
Project, filed an action in the Eastern District Court against the Company
alleging breach of the letter agreement relating to the Project's credit. The
Company cannot predict the outcome of these matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 8, 1998, the Company held its 1998 Annual Meeting of
Shareholders.
The following Class II directors of the Company were re-elected for
terms expiring in 2001:
Votes For Votes Withheld
Susan W. Catherwood 180,415,786 4,931,865
G. Fred DiBona, Jr. 180,197,956 5,149,695
R. Keith Elliott 180,300,452 5,047,199
John M. Palms 180,437,426 4,910,225
Joseph F. Paquette, Jr. 180,337,084 5,010,567
The incumbent Class I directors, with terms expiring in 2000, are Richard
H. Glanton, Rosemarie B. Greco, Corbin A. McNeill, Jr. and Robert Subin. The
incumbent Class III directors, with terms expiring in 1999, are Daniel L.
Cooper, M. Walter D'Alessio, Kinnaird R. McKee and Ronald Rubin.
Other items voted on by holders of common stock at Salem Units No. 1the Annual Meeting
were as follows:
(1) The appointment of the firm of Coopers & Lybrand L.L.P.,
independent certified public accountants, as auditors of the
Company for 1998, was approved with 181,224,591 common shares
(81.43% of common shares outstanding) voting for; 2,483,519
common shares (1.12% of common shares outstanding) voting
against; and No. 2. In accordance1,639,541 common shares (0.74% of common shares
outstanding) abstaining;
(2) A shareholder proposal requiring lawyers deriving compensation
from a law firm providing legal services to the Company not be
selected for the slate of endorsed candidates for director was
defeated with 22,338,397 common shares (10.04% of common
shares outstanding) voting for; 134,437,011 common shares
(60.41% of common shares outstanding) voting against;
7,716,446 common shares (3.47% of common shares outstanding)
abstaining; and 20,855,797 common shares (9.37% of common
shares outstanding) broker non-votes; and
(3) A shareholder proposal requesting the court's
schedule, Westinghouse filedCompany to establish a
motion for summary judgment on October 1, 1997.
* * * *firm policy to refuse to use mixed-oxide fuel in the Company's
nuclear reactors was defeated with 9,467,258 common shares
(4.25% of common shares outstanding) voting for; 142,219,309
common shares (63.91% of common shares outstanding) voting
against; 12,805,379 common shares (5.75% of common shares
outstanding) abstaining; and 20,855,705 common shares (9.37%
of common shares outstanding) broker non-votes.
ITEM 5. OTHER INFORMATION
As previously reported in the 19961997 Form 10-K, the Company was scheduledfiled
complaints in federal and state courts relating to meet withthe PUC Restructuring Order.
In addition, numerous other parties have filed appeals and cross appeals of the
PUC Restructuring Order. Most of these parties, including the Company, have
entered into settlement discussions. The Company cannot predict the outcome of
such discussions or appeals.
As previously reported in the 1997 Form 10-K, the Company had requested
that the Nuclear Regulatory Commission (NRC) regardingextend the deferral period for the
installation of large capacity passive strainers at Unit No. 2 at Limerick
Generating Station (Limerick) until its scheduled refueling outage in April
1999. By letter dated March 6, 1998, the NRC approved the Company's plans forrequest.
As previously reported in the resolution of the Thermo-Lag issue. The Company met with the NRC
on August 5, 1997. As a result of the meeting, the NRC staff concluded that1997 Form 10-K, the Company is making reasonable progress toward resolvingplanned to
remove from service Unit No. 3 at Peach Bottom Atomic Power Station (Peach
Bottom) to perform permanent repairs of cracks in several recirculation system
jet pump pipes within the Thermo-Lag issue.
* * * *
As previously disclosed,reactor vessel. In March 1998, the Company made the
repairs.
Salem Generating Station Units No. 1 and No. 2 operated by
PSE&G, were taken out of service by
Public Service Electric and Gas Company in the second quarter of 1995. On August 30,
1997, PSE&G informed the Company that Unit No.
2 returned to commercial operation. PSE&G expects thatoperation in the third quarter of 1997. Unit No. 1
will returnreturned to commercial operation on April 17, 1998.
The Company is continuing its cost management efforts through a CCR.
The objective of this review is to achieve a best in class cost structure while
maintaining high quality service inthrough an in-depth analysis and assessment of
all Company expenses, capital expenditures, programs, processes and personnel.
CCR's goal is to enable the first
quarter of 1998. Because the timing of Unit No. 1's restart is subjectCompany to satisfactory completionbe a low cost energy provider while not
compromising its service quality, reliability, safety or overall performance
levels.
The Company's LDC, a business unit of the restart plan requirements,Company, provides customers
with electric transmission and distribution services, gas services and other
energy products and services. On March 31, 1998, the LDC announced a workforce
reduction of approximately 700 employees and 150 contractors to take place over
the next twelve to eighteen months in order to improve productivity and
efficiency and to implement new processes and technology.
On April 8, 1998, the Board of Directors authorized the implementation
of a retirement incentive program and an enhanced severance benefit program to
achieve targeted workforce reductions. The retirement incentive program will
allow employees age 50 and older, who have been designated as determined by PSE&Gexcess or who are
in job classifications facing reduction, to retire from the Company. The
enhanced severance benefit program will provide non-retiring excess employees
with less than ten years of service, severance benefits of two weeks pay per
year of service. Non-retiring excess employees with more than ten years of
service will receive severance benefits of three weeks pay per year of service.
The Company cannot currently predict the magnitude of the impact of the
CCR, the LDC workforce reduction, the retirement incentive program and the
NRC, no assurance can be given that the projected restart date will be
met. The inability to successfully return Unit No. 1 to continuous, safe
operation could have a material adverse effectenhanced severance benefit program on the Company'sits future financial condition and results
of operations.
* * * *
The Company has been informed by PSE&G that, on July 8, 1997, a
predecisional enforcement conference was held with the NRC to discuss apparent
violations at Salem. These apparent violations were identified in May and June
1997, and concern emergency core cooling system switchover and related residual
heat removal system (RHR) flow issues, and Appendix R (fire protection) issues.
In a letter dated October 8, 1997, the NRC informed PSE&G that a Level III
violation was cited for the issues surrounding the RHR system and Level IV
violations were cited for the two
18
Appendix R issues. There was no civil penalty issued by the NRC.
* * * *
The Company has been informed by PSE&G that a predecisional enforcement
conference has been scheduled for December 9, 1997 to discuss allegations
concerning security program issues which occurred at Salem in 1996. PSE&G cannot
predict what other actions, if any, the NRC may take in this matter.
* * * *
On October 7, 1997, Enron Energy Services Power, Inc. (Enron), an
affiliate of an out-of-state, Pennsylvania-licensed electric supplier which is
opposing the Pennsylvania Plan, requested that the PUC consider an alternative
plan to implement competition in the Company's service territory. The
alternative plan proposes, among other things; a larger initial rate cut than
proposed in the Pennsylvania Plan; energy and capacity initially priced at 3.48
cents per kilowatthour (kWh); the Company's issuance of $5.5 billion in
transition bonds and the sale to Enron or its designee at a 9.66% coupon rate;
the appointment of Enron as default service-provider in the Company's service
territory; and a long-term purchased power agreement between Enron and the
Company. On October 9, 1997, the PUC granted the Motion to Consolidate in order
to take into account this alternative plan in deciding whether to approve the
Pennsylvania Plan. The Company and other supporters of the Pennsylvania Plan
will vigorously oppose the alternative plan on the grounds that it is seriously
flawed, procedurally inappropriate and not in the best interests of
Pennsylvania.
* * * *
On August 29, 1997, the PUC issued a final order outlining the
guidelines for Retail Access Pilot Programs (Pilot Programs) in Pennsylvania.
Among other things, these Pilot Programs guidelines provide for: participation
of 5% of the peak load of each customer class; residential and commercial
customers to be given a $0.03/kWh energy credit and a 13% reduction in the
regulated portion of their bills; industrial customers to be given a $0.027/kWh
energy credit and a 10% reduction in the regulated portion of their bills; an
open enrollment period for all customers in each rate class interested in
participating in the Pilot Programs from September 15, 1997 through September
29, 1997; PUC-approved electric generation suppliers to begin marketing to
potential customers immediately and complete marketing to potential customers by
October 25, 1997; Pilot Programs' service to begin on November 1, 1997 and last
through December 31, 1998.
Approximately 400,000 customers applied to participate in the Pilot
Program. In a lottery held by an independent third party, approximately 75,000
customers were chosen to participate in the Company's Pilot Program.
* * * *
By letter dated August 5, 1997, the Company was notified by the NRC of
the issuance of a Notice of Violation and Proposed Imposition of Civil
19
Penalty in the amount of $80,000 relating to falsification of surveillance
records at Limerick in 1996. These incidents were identified and investigated by
the Company and the findings were provided to the NRC. The Company has taken
corrective actions and, on September 4, 1997, paid the fine.
* * * *
On August 1, 1997, the Company reached a settlement on all outstanding
issues regarding its Purchase Gas Cost (PGC) No. 14 rates for the period
December 1, 1997 to November 30, 1998, which reflects a $0.0731 per thousand
cubic feet (mcf) decrease in natural gas sales rates. PGC No. 14 will become
effective December 1, 1997, subject to PUC approval.
* * * *
On June 2, 1997 and June 9, 1997, in response to requests from the
Federal Energy Regulatory Commission, the other utility members of the PJM
Interconnection L.L.C. (PJM) and the Company, respectively, filed separate
restructuring proposals regarding PJM.
* * * *
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
12-1 - Statement regarding computation of ratio of
earnings to fixed charges.
12-2 - Statement regarding computation of ratio of
earnings to combined fixed charges and preferred
stock dividends.
27 - Financial Data Schedule.
(b) Reports on Form 8-K filed during the reporting period:
Report, dated July 10, 1997, reporting information under "ITEM 5.
OTHER EVENTS" relating to the Company's decision to terminate
an offer to purchase an interest in River Bend Nuclear
Station.
Report, dated July 18, 1997,January 9, 1998, reporting information under "ITEM 5.
OTHER EVENTS" regarding the Company's filing of rebuttal
testimony witha Petition for
Rehearing, Reconsideration, Clarification, and Amendment to
the Pennsylvania Public Utility Commission
supporting its comprehensiveCommission's Opinion and Order
in the Company's restructuring plan to implement
full customer choice of electric generation supply.proceeding.
Report, dated July 30, 1997,January 15, 1998, reporting information under "ITEM 5.
OTHER EVENTS" regarding a motion filed with the Pennsylvania Public Utility
CommissionCommission's response to the Company's filing of a Petition
for a continuance of hearingsRehearing, Reconsideration, Clarification, and Amendment
to the Opinion and Order in the Company's restructuring proceeding.Restructuring
Proceeding.
Report, dated August 13, 1997,January 22, 1998, reporting information under "ITEM 5.
OTHER EVENTS" regarding a motion filed withthe Company's filing of complaints
appealing the Pennsylvania Public Utility Commission for a Suspension of the
Administrative ScheduleCommission's
decision in the Company'sits restructuring proceeding.
Report, dated August 27, 1997,January 23, 1998, reporting information under "ITEM 5.
OTHER EVENTS" regarding a Joint Petition for Partial
Settlement
20
filed withthe Company's filing of complaints
appealing the Pennsylvania Public Utility CommissionCommission's
decision in its restructuring proceeding.
Report, dated January 26, 1998, reporting information under "ITEM 5.
OTHER EVENTS" regarding the Company's restructuring proceeding.decision to reduce the
Company's quarterly common stock dividend and reporting 1997
financial results.
Reports on Form 8-K filed subsequent to the reporting period:
None
21
Signatures
Pursuant to requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PECO ENERGY COMPANY
/s/ Michael J. Egan
--------------------------
Michael J. Egan
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: October 31, 1997
22April 27, 1998