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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK
ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
----------- ----------------------------------- ------------------
1-11375 UNICOM CORPORATION 36-3961038
(an Illinois corporation)
37th Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
312/394-7399
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
37th Floor, 10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
312/394-4321
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF
EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
--------------------------- -------------------------
UNICOM CORPORATION
------------------
Common Stock, without par value New York, Chicago and Pacific
COMMONWEALTH EDISON COMPANY
---------------------------
(Listed on inside cover)
INDICATE BY CHECK MARK WHETHER THE REGISTRANTS (1) HAVE 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, AND (2) HAVE BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X*. No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
*Unicom Corporation was formed in connection with the restructuring of
Commonwealth Edison Company into a holding company structure. Unicom
Corporation became subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, on August 30, 1994, when its Registration
Statement on Form 8-B was declared effective by the Securities and Exchange
Commission.
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COMMONWEALTH EDISON COMPANY Securities Registered Pursuant to Section 12(b) of
the Act:
NAME OF
TITLE OF EACH EXCHANGE
EACH CLASS ON WHICH REGISTERED
-------------------------- -------------------------
First Mortgage Bonds:
7 5/8% Series 25, due June 1, 2003
8% Series 26, due October 15, 2003
8 1/8% Series 35, due January 15, 2007 New York
8 1/8% Series 36, due June 1, 2007
8 1/4% Series 37, due December 1, 2007
Sinking Fund Debentures:
3%, due April 1, 1999
2 7/8%, due April 1, 2001 New York
7 5/8% Series 1, due February 15, 2003
2 3/4%, due April 1, 1999 New York and Chicago
Cumulative Preference Stock, without
par value:
$1.90; $2.00; $7.24; $8.40; $8.38; New York, Chicago and
and $8.40 Series B Pacific
$2.425 New York
THE ESTIMATED AGGREGATE MARKET VALUE OF UNICOM CORPORATION'S 214,522,778 shares
of outstanding Common Stock, without par value, was approximately
$5,400,000,000 as of February 28, 1995. In excess of 99.93% of Unicom
Corporation's voting stock was owned by non-affiliates as of that date.
THE ESTIMATED AGGREGATE MARKET VALUE OF COMMONWEALTH EDISON COMPANY'S
outstanding $1.425 Convertible Preferred Stock and Cumulative Preference Stock
was approximately $800,000,000 as of February 28, 1995. Unicom Corporation held
in excess of 99.99% of the 214,191,595 shares of outstanding Common Stock,
$12.50 par value, of Commonwealth Edison Company as of that date.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Unicom Corporation's Current Report on Form 8-K dated January 27,
1995 are incorporated by reference into Parts I, II and IV of the Unicom
Corporation Annual Report on Form 10-K and portions of its definitive Proxy
Statement relating to its Annual Meeting of shareholders to be held on May 24,
1995 are incorporated by reference into Part III of the Unicom Corporation
Annual Report on Form 10-K.
Portions of Commonwealth Edison Company's Current Report on Form 8-K/A-1
dated January 27, 1995 are incorporated by reference into Parts I, II and IV of
the Commonwealth Edison Company Annual Report on Form 10-K and portions of its
definitive Information Statement relating to its Annual Meeting of shareholders
to be held on May 24, 1995 are incorporated by reference into Part III of the
Commonwealth Edison Company Annual Report on Form 10-K.
UNICOM CORPORATION
AND
COMMONWEALTH EDISON COMPANY
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
This document contains the Annual Reports on Form 10-K for the fiscal year
ended December 31, 1994 for each of Unicom Corporation and Commonwealth Edison
Company. Information contained herein relating to an individual registrant is
filed by such registrant on its own behalf. Accordingly, except for its
subsidiaries, Commonwealth Edison Company makes no representation as to
information relating to any other companies affiliated with Unicom Corporation.
TABLE OF CONTENTS
PAGE
----
Definitions............................................................... 1
ANNUAL REPORT ON FORM 10-K FOR UNICOM CORPORATION:
Part I
Item 1. Business........................................................ 2
General............................................................... 2
Net Electric Generating Capability.................................... 3
Construction Program.................................................. 4
Rate Proceedings...................................................... 6
Fuel Supply........................................................... 7
Regulation............................................................ 8
Employees............................................................. 14
Interconnections...................................................... 15
Franchises............................................................ 15
Business and Competition.............................................. 15
Executive Officers of the Registrant.................................. 17
Operating Statistics.................................................. 18
Item 2. Properties...................................................... 19
Item 3. Legal Proceedings............................................... 20
Item 4. Submission of Matters to a Vote of Security Holders............. 20
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters................................................................ 21
Item 6. Selected Financial Data......................................... 22
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 22
Item 8. Financial Statements and Supplementary Data..................... 22
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................ 22
Part III
Item 10. Directors and Executive Officers of the Registrant............. 23
Item 11. Executive Compensation......................................... 23
Item 12. Security Ownership of Certain Beneficial Owners and
Management..................................................... 23
Item 13. Certain Relationships and Related Transactions................. 23
i
UNICOM CORPORATION
AND
COMMONWEALTH EDISON COMPANY
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS (CONCLUDED)
PAGE
----
ANNUAL REPORT ON FORM 10-K FOR COMMONWEALTH EDISON COMPANY:
Part I
Item 1. Business........................................................ 24
Item 2. Properties...................................................... 25
Item 3. Legal Proceedings............................................... 25
Item 4. Submission of Matters to a Vote of Security Holders............. 25
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters....................................................... 25
Item 6. Selected Financial Data......................................... 25
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................... 25
Item 8. Financial Statements and Supplementary Data..................... 26
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.......................................... 26
Part III
Item 10. Directors and Executive Officers of the Registrant............. 26
Item 11. Executive Compensation......................................... 26
Item 12. Security Ownership of Certain Beneficial Owners and Management. 26
Item 13. Certain Relationships and Related Transactions................. 26
ANNUAL REPORTS ON FORM 10-K FOR UNICOM CORPORATION AND COMMONWEALTH EDISON
COMPANY:
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K................................................................... 27
Report of Independent Public Accountants on Supplemental Schedule to
Unicom Corporation.................................................... 34
Report of Independent Public Accountants on Supplemental Schedule to
Commonwealth Edison Company........................................... 35
Schedule II--Valuation and Qualifying Accounts.......................... 36
Signature Page to Unicom Corporation Annual Report on Form 10-K......... 37
Signature Page to Commonwealth Edison Company Annual Report on Form
10-K.................................................................. 38
ii
DEFINITIONS
The following terms are used in the text of this document with the following
meanings:
TERM MEANING
----------------------- ------------------------------------------------------
AFUDC Allowance for funds used during construction
CERCLA Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended
CFC Chlorofluorocarbon
Circuit Court Circuit Court of Cook County, Illinois
Clean Air Amendments Clean Air Act Amendments of 1990
ComEd Commonwealth Edison Company, which is a majority-owned
subsidiary of Unicom.
Congress U.S. Congress
Cotter Cotter Corporation, which is a wholly-owned subsidiary
of ComEd.
DOE U.S. Department of Energy
EMFs Electric and magnetic fields
FERC Federal Energy Regulatory Commission
Fuel Matters Settlement A settlement relating to the ICC fuel reconciliation
proceedings involving ComEd for the period from 1985
through 1988 and to future challenges by the settling
parties to the prudency of ComEd's western coal costs
for the period from 1989 through 1992.
IBEW International Brotherhood of Electrical Workers
(AFL-CIO)
ICC Illinois Commerce Commission
IDNS Illinois Department of Nuclear Safety
Illinois EPA Illinois Environmental Protection Agency
Indiana Company Commonwealth Edison Company of Indiana, Inc., which is
a wholly-owned subsidiary of ComEd.
IPCB Illinois Pollution Control Board
MAIN Mid-America Interconnected Network
MGP Manufactured gas plant
NPDES National Pollutant Discharge Elimination System
NPL National Priorities List
NRC Nuclear Regulatory Commission
PCBs Polychlorinated biphenyls
PRPs Potentially responsible parties under CERCLA
Rate Matters Settlement A settlement concerning the proceedings relating to
ComEd's 1985 and 1991 ICC rate orders (which orders
relate to, among other things, the recovery of costs
associated with ComEd's four most recently completed
nuclear generating units), the proceedings relating
to the reduction in the difference between ComEd's
summer and non-summer residential rates that was
effected in the summer of 1988, outstanding issues
relating to the appropriate interest rate and rate
design to be applied to a refund made by ComEd during
1990 relating to a 1988 ICC rate order, and matters
related to a rider to ComEd's rates that it was
required to file as a result of the change in the
federal corporate tax rate made by the Tax Reform Act
of 1986.
Rate Order ICC rate order issued on January 9, 1995, as
subsequently modified
Remand Order ICC rate order issued on January 6, 1993, as
subsequently modified
SEC Securities and Exchange Commission
Unicom Unicom Corporation
Unicom Enterprises Unicom Enterprises Inc., which is a wholly-owned
subsidiary of Unicom.
Unicom Thermal Unicom Thermal Technologies Inc., which is a wholly-
owned subsidiary of Unicom Enterprises.
Units ComEd's nuclear generating units known as Byron Unit 2
and Braidwood Units 1 and 2
U.S. EPA U.S. Environmental Protection Agency
Westinghouse Westinghouse Electric Corporation
1
ANNUAL REPORT ON FORM 10-K FOR UNICOM CORPORATION
PART I
ITEM 1. BUSINESS.
GENERAL
Unicom was organized in the state of Illinois on January 28, 1994. On
September 1, 1994, a corporate restructuring took place in which Unicom became
the parent holding company of ComEd and Unicom Enterprises, an unregulated
subsidiary engaged, through a subsidiary, in energy service activities. The
primary purpose of the restructuring was to permit Unicom Enterprises to engage
in energy service activities without the prior approval of, or being regulated
by, the ICC, in part to permit timely responses to competitive activities which
could adversely affect ComEd's utility business and in part to permit Unicom
Enterprises to take advantage of unregulated business opportunities. Unicom's
principal executive offices are located at 10 South Dearborn Street, Post
Office Box A-3005, Chicago, Illinois 60690-3005, and its telephone number is
312/394-7399.
Notwithstanding the restructuring, ComEd will continue to represent
substantially all of the assets, revenues and net income of Unicom; and
Unicom's resources and results of operations will be largely dependent on, and
will reflect, those of ComEd. Unicom Enterprises' sole subsidiary, Unicom
Thermal, is a development stage company and is not expected to make a material
contribution to the revenues or results of operations of Unicom in the near
future. Consequently, the descriptions that follow focus on the utility
operations of ComEd, although information is provided with respect to the
unregulated operations of Unicom Enterprises.
Utility Operations
ComEd is engaged principally in the production, purchase, transmission,
distribution and sale of electricity to a diverse base of residential,
commercial and industrial customers in northern Illinois. ComEd was organized
in the state of Illinois on October 17, 1913 as a result of the merger of
Cosmopolitan Electric Company into the original corporation named Commonwealth
Edison Company. The latter had been incorporated on September 17, 1907. ComEd's
electric service territory has an area of approximately 11,540 square miles and
an estimated population of approximately 8.2 million as of December 31, 1992,
approximately 8.1 million as of December 31, 1993 and approximately 8.2 million
as of December 31, 1994. It includes the city of Chicago, an area of about 225
square miles with an estimated population of three million from which ComEd
derived approximately one-third of its ultimate consumer revenues in 1994.
ComEd had approximately 3.3 million electric customers at December 31, 1994.
ComEd's principal executive offices are located at 10 South Dearborn Street,
Post Office Box 767, Chicago, Illinois 60690-0767, and its telephone number is
312/394-4321.
ComEd's financial condition will continue to depend on its ability to
generate revenues to cover its costs and to maintain adequate debt and
preferred and preference stock coverages and common stock equity earnings.
ComEd has no significant revenues other than from the sale of electricity.
ComEd's management recognizes that competitive and regulatory circumstances in
Illinois may limit its ability to raise its rates. Consequently, ComEd's
financial condition will be affected by, and ComEd's management is addressing,
actions to maintain and increase sales, to control operating and capital
expenditures and to anticipate competitive activities. See "Rate Proceedings"
and "Business and Competition" below.
During the past several years, ComEd has instituted cost reduction plans
including various workforce reductions. ComEd reached agreement in August 1993
with its unions regarding certain cost reduction actions. The agreement
provided for a wage freeze until April 1, 1994, changes to reduce health care
plan costs, increased use of part-time employment and changes in holiday
provisions. The agreement also included a continuation of negotiations relative
to other issues.
2
ComEd and union representatives reached agreement in February 1994 and
announced an offer of a voluntary early retirement program. This program is
available to ComEd and the Indiana Company management, non-union and union
employees eligible to retire or who would become eligible to retire after
December 31, 1993 and before April 1, 1995. The period for most eligible
employees to elect to participate in the program expired on April 20, 1994. The
charge to income related to the program in 1994 was approximately $20 million
(net of income tax effects) related to employees who accepted the program
during 1994. ComEd estimates that, in total, approximately $21 million (net of
income tax effects) will be charged to income as a result of the program. See
"Regulation" below and Note 12 of Notes to Financial Statements in Unicom's
Current Report on Form 8-K dated January 27, 1995 and ComEd's Current Report on
Form 8-K/A-1 dated January 27, 1995 (the "January 27, 1995 Form 8-K Reports").
See "Fuel Supply," "Regulation" and "Item 3. Legal Proceedings" herein for
information concerning administrative and legal proceedings and certain other
matters involving ComEd, the Indiana Company and Cotter. The outcome of certain
of the proceedings or matters described or referred to therein, if not
favorable to ComEd and the Indiana Company, could have a material adverse
effect on the future business and operating results of Unicom, ComEd and the
Indiana Company.
Unregulated Operations
Unicom's wholly-owned subsidiary, Unicom Enterprises, intends, through
subsidiaries, to engage in energy-related businesses which will not be subject
to utility regulation by state or federal agencies. As of February 28, 1995,
Unicom Enterprises had only one subsidiary, Unicom Thermal, which will provide
district cooling services to office and other buildings from central locations
in the city of Chicago. District cooling involves, in essence, the production
of chilled water at a central location and its circulation from such location
to customers' buildings in a closed circuit of piping. Such water is used to
chill air in customers' air conditioning systems without the use of CFCs. As a
result of the Clean Air Amendments, the manufacture and use of CFCs will be
curtailed, commencing in 1996, thereby creating an excellent marketing
opportunity for non-CFC based systems, such as district cooling. Unicom Thermal
and the city of Chicago have entered into a franchise agreement. Unicom Thermal
is currently a development stage enterprise and, as such, has generated no
sales revenues. Unicom Thermal has secured several long-term contracts and
expects to begin serving customers in the summer of 1995. Unicom Thermal is in
the process of negotiating with additional potential customers.
NET ELECTRIC GENERATING CAPABILITY
ComEd and the Indiana Company consider their owned (non-summer) generating
capability to be 22,522,000 kilowatts. After deducting summer limitations of
557,000 kilowatts, ComEd and the Indiana Company consider their net summer
generating capability to be 21,965,000 kilowatts. The net generating capability
available for operation at any time may be less due to regulatory restrictions,
fuel restrictions, efficiency of cooling facilities and to generating units
being temporarily out of service for inspection, maintenance, refueling,
repairs or modifications required by regulatory authorities. See "Item 2.
Properties."
ComEd's highest peak load experienced to date occurred on July 5, 1994 and
was 17,928,000 kilowatts; and the highest peak load experienced to date during
a winter season occurred on January 18, 1994 and was 14,179,000 kilowatts.
ComEd's kilowatthour sales and generation are generally higher (primarily
during the summer periods but also during the winter periods) when temperature
extremes create demand for either summer cooling or winter heating.
3
CONSTRUCTION PROGRAM
Utility Operations
ComEd and its electric utility subsidiary, the Indiana Company, have a
construction program for the three-year period 1995-97 which consists
principally of improvements to ComEd's and the Indiana Company's existing
nuclear and other electric production, transmission and distribution
facilities. It does not include funds (other than for planning) to add new
generating capacity to ComEd's system. The program, as approved by Unicom and
ComEd in December 1994, calls for electric plant and equipment expenditures of
approximately $2,750 million (excluding nuclear fuel expenditures of
approximately $800 million). It is estimated that such construction
expenditures, with cost escalation computed at 3.5% annually, will be as
follows:
THREE-YEAR
1995 1996 1997 TOTAL
---- ---- ---- ----------
(MILLIONS OF DOLLARS)
Production................................. $415 $395 $360 $1,170
Transmission and Distribution.............. 410 445 455 1,310
General.................................... 95 90 85 270
---- ---- ---- ------
Total.................................. $920 $930 $900 $2,750
==== ==== ==== ======
In October 1994, ComEd made a commitment to provide for the replacement of
the steam generators at its Braidwood Unit 1 and Byron Unit 1 nuclear
generating plants, for service in the years 1998 and 1999, respectively, at a
total estimated cost of approximately $470 million. Approximately $170 million
of this estimated cost is included in the construction expenditures shown
above. See "Regulation," subcaption "Nuclear" below for additional information.
ComEd and the Indiana Company's construction expenditures during 1994 were
approximately $721 million.
ComEd's gross investment in nuclear generating capacity (excluding nuclear
fuel) is approximately $14 billion at December 31, 1994, and ComEd expects that
investment to be approximately $14.5 billion by the end of 1997 as a result of
improvements. Gross additions to and retirements from utility property,
excluding nuclear fuel, of ComEd and the Indiana Company for the five years
ended December 31, 1994 were $4,313 million and $431 million, respectively.
ComEd periodically reviews its projection of probable future demand for
electricity in its service territory. It currently projects an average annual
growth of 2% in annual peak load and 1.75% in annual output through 1998;
thereafter, due in part to implementation of national energy efficiency
standards, ComEd projects long-term average annual growth of 1.75% in annual
peak load and 1.5% in annual output. ComEd's forecasts of peak load indicate a
need for additional resources to meet demand, either through generating
capacity or through equivalent purchased power or demand-side management
resources, in 1997 and each year thereafter through the year 2000. The
projected resource needs reflect the current planning reserve margin
recommendations of MAIN, the reliability council of which ComEd is a member.
ComEd's forecasts indicate that the need for additional resources during this
period would exist only during the summer months. ComEd does not expect to make
expenditures for additional capacity to the extent the need for capacity can be
met through cost-effective demand-side management resources, non-utility
generation or other power purchases. To assess the market potential to provide
such cost-effective resources, ComEd solicited proposals in 1992 to supply it
with cost-effective demand-side management resources, non-utility generation
resources and other-utility power purchases sufficient to meet forecasted
requirements through the year 2000. The responses to the solicitation
suggested, at that time, that adequate resources to meet ComEd's needs could be
obtained from those sources. Based on its most recent load forecast and the
current wholesale power market, ComEd cannot conclude that those sources
represent the most
4
economical alternative. If ComEd were to build additional capacity to meet its
needs, it would need to make additional expenditures during the 1995-97 period.
ComEd's construction program will be reviewed and modified as necessary to
adapt to changing economic conditions, rate levels and other relevant factors
including changing business and legal needs and requirements. ComEd cannot
anticipate all such possible needs and requirements. ComEd has not budgeted for
a number of projects, particularly at generating stations, which could be
required, but which ComEd does not expect to be required during the budget
period. In particular, ComEd has not budgeted for the construction of scrubbers
at its Kincaid station or for the replacement of major amounts of piping at its
boiling water reactor nuclear stations. While regulatory needs in particular
are more likely, on balance, to require increases in construction expenditures
than decreases, financial constraints may require compensating or greater
reductions in other construction expenditures. See "Regulation" below for
additional information.
The 1995-97 construction program includes approximately $38 million for
environmental control facilities, of which approximately $6 million, $14
million and $18 million is budgeted for 1995, 1996 and 1997, respectively.
Expenditures on such facilities were $22 million, $28 million and $24 million
during 1992, 1993 and 1994, respectively.
Purchase commitments for ComEd and the Indiana Company, principally related
to construction and nuclear fuel, approximated $1,210 million at December 31,
1994. In addition, ComEd has substantial commitments for the purchase of coal
as indicated in the following table.
CONTRACT PERIOD COMMITMENT(1)
-------- --------- -------------
Black Butte Coal Co..................................... 1995-2007 $1,119
Decker Coal Co. ........................................ 1995-2015 $ 822
Big Horn Coal Co. ...................................... 1998 $ 21
Other commitments....................................... 1995-1996 $ 31
--------
(1) Estimated costs in millions of dollars FOB mine. No estimate of future cost
escalation has been made.
For additional information concerning these coal contracts and ComEd's fuel
supply, see "Fuel Supply" below and Notes 1 and 19 of Notes to Financial
Statements in the January 27, 1995 Form 8-K Reports.
ComEd has forecast that internal sources will provide more than three-fourths
of the funds required for ComEd's construction program and other capital
requirements, including nuclear fuel expenditures, contributions to nuclear
decommissioning funds, sinking fund obligations and refinancing of scheduled
debt maturities (the annual sinking fund requirements for ComEd preference
stock and for ComEd and the Indiana Company long-term debt are summarized in
Notes 7 and 8, respectively, of Notes to Financial Statements in the
January 27, 1995 Form 8-K Reports). The forecast assumes the rate levels
reflected in the Rate Order (described below) remain in effect. See "Rate
Proceedings" herein for additional information.
See Note 1 of Notes to Financial Statements and "Results of Operations"
subcaption "Other Items" in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the January 27, 1995 Form 8-K Reports
for information concerning AFUDC.
Unregulated Operations
Unicom Thermal has forecasted capital expenditures for the years 1995-97 of
approximately $95 million, primarily representing the construction costs of its
district cooling facilities and piping system. Construction of its first
district cooling facility is expected to be completed by May 1995 and is
expected to cost approximately $30 million. As of December 31, 1994, Unicom
Thermal's purchase commitments, principally related to construction, were
approximately $24 million. Unicom Thermal's construction expenditures during
1994 were approximately $19 million.
5
Unicom expects to obtain funds to invest in Unicom Enterprises and its
subsidiaries principally from dividends that it receives on its ComEd common
stock and from bank borrowings by Unicom Enterprises. While the amount of
dividends on ComEd common stock is expected to be greater than the amount of
dividends on Unicom common stock, the availability of such dividends is
dependent on ComEd's financial performance and cash position. Other forms of
financing by ComEd of Unicom or its other subsidiaries, such as loans or
additional equity investments (none of which is expected), would be subject to
the prior approval of the ICC.
Unicom Enterprises has a $200 million credit facility which will expire in
1997 of which $180 million was unused as of February 28, 1995. The credit
facility can be used by Unicom Enterprises to finance investments in
unregulated energy-related businesses and projects, including Unicom Thermal,
and for general corporate purposes. The credit facility is guaranteed by Unicom
and includes certain covenants with respect to Unicom's and Unicom Enterprises'
operations. Interest rates for borrowings under the credit facility would be
set at the time of a borrowing and would be based on either a prime interest
rate or a floating rate bank index plus a spread which will vary with the
credit rating of ComEd's outstanding first mortgage bonds. See Note 9 of Notes
to Financial Statements in Unicom's January 27, 1995 Form 8-K Report for
additional information regarding certain covenants with respect to Unicom's and
Unicom Enterprises' operations.
RATE PROCEEDINGS
ComEd's revenues, net income, cash flows and plant carrying costs have been
affected directly by various rate-related proceedings. During the periods
presented in the consolidated financial statements, ComEd was involved in a
number of proceedings concerning its rates. The uncertainties associated with
such proceedings and related issues, among other things, led to the Rate
Matters Settlement and the Fuel Matters Settlement (which are discussed below).
Settlements Relating to Certain Rate Matters
Under the Rate Matters Settlement, effective as of November 4, 1993, ComEd
reduced its rates by approximately $339 million annually and commenced
refunding approximately $1.26 billion (including revenue taxes), plus interest
at five percent on the unpaid balance, through temporarily reduced rates over
an initial refund period which ended in November 1994 (to be followed by a
reconciliation period of no more than five months). ComEd had previously
deferred the recognition of revenues during 1993 as a result of developments in
the proceedings related to the 1991 ICC rate order, which resulted in a
reduction to 1993 net income of approximately $160 million or $0.75 per common
share. The recording of the effects of the Rate Matters Settlement in October
1993 reduced 1993 net income by approximately $292 million or $1.37 per common
share, in addition to the approximately $160 million effect of the deferred
recognition of revenues and after the partially offsetting effect of recording
approximately $269 million or $1.26 per common share in deferred carrying
charges, net of income taxes, authorized in the Remand Order. The deferred
recognition of revenues was eliminated in October 1993 at the time the
provisions for revenue refunds related to the Rate Matters Settlement, which
reflected those deferred revenues, were recorded.
Under the Fuel Matters Settlement, effective as of December 2, 1993, ComEd
commenced paying approximately $108 million (including revenue taxes) to its
customers through temporarily reduced collections under its fuel adjustment
clause over a twelve-month period which ended in November 1994. The recording
of the effects of the Fuel Matters Settlement in October 1993 reduced 1993 net
income by approximately $62 million or $0.29 per common share.
Other Rate Matters
On January 9, 1995, the ICC issued the Rate Order in the proceedings relating
to ComEd's February 10, 1994 rate increase request. The Rate Order provides,
among other things, for (i) an
6
increase in ComEd's total revenues of approximately $301.8 million (excluding
add-on revenue taxes) or 5.2%, on an annual basis, including a $303.2 million
increase in base rates, (ii) the collection of municipal franchise costs as an
adder to base rates until May 1, 1995, when such costs will be collected
prospectively on an individual municipality basis through a rider, and (iii)
the use of a rider, with annual review proceedings, to pass on to ratepayers
increases or decreases in estimated costs associated with the decommissioning
of ComEd's nuclear generating units. See "Depreciation and Decommissioning" in
Note 1 of Notes to Financial Statements in the January 27, 1995 Form 8-K
Reports for information related to the level of decommissioning cost
collections allowed in the Rate Order. The rates provided in the Rate Order
became effective on January 14, 1995; however, they are being collected subject
to refund as a result of subsequent judicial action. Intervenors and ComEd have
filed appeals of the Rate Order with the Illinois Appellate Court.
In the Rate Order, the ICC determined that the Units were 100% "used and
useful" and that the previously determined reasonable costs of such Units, as
depreciated, should be included in full in ComEd's rate base.
FUEL SUPPLY
The kilowatthour generation of ComEd and the Indiana Company for 1994 was
provided from the following fuel sources: nuclear 71%, coal 25%, oil 1% and gas
3%.
Nuclear Fuel
ComEd has uranium concentrate inventory, supply contracts and subsidiary
resources sufficient to meet the majority of its uranium concentrate
requirements through 1995 and portions of its requirements for periods beyond
1995. ComEd's contracted conversion services are sufficient to meet most of its
uranium conversion requirements through 1996. All of ComEd's enrichment
requirements have been contracted for through 1999. Commitments for fuel
fabrication have been obtained for ComEd's nuclear units at least through 1999.
ComEd does not anticipate that it will have any difficulty in negotiating
contracts for uranium concentrates, conversion, enrichment and fuel fabrication
services for its remaining requirements.
See "Regulation," subcaption "Nuclear" herein for information concerning the
disposal of radioactive waste.
Coal
ComEd burns low sulfur western coal at all its coal-fired stations. ComEd's
present policy is to maintain a coal inventory of at least 30 days of high
utilization. As of February 28, 1995, coal inventories approximated 33 days.
The average cost per ton of coal consumed by ComEd and the Indiana Company for
the years 1992, 1993 and 1994, including transportation charges, was $52.57,
$49.42 and $39.50, respectively.
Compared to other utilities, ComEd has relatively low average fuel costs.
This results from ComEd's reliance predominantly on lower cost nuclear
generation. ComEd's coal costs, however, are high compared to those of other
utilities. ComEd's western coal contracts and its rail contracts for the
delivery of the western coal were renegotiated during 1992 effective as of
January 1, 1993, to provide, among other things, for significant reductions in
the delivered price of the coal over the duration of the contracts. However,
the renegotiated contracts provide for the purchase of certain coal at prices
substantially above currently prevailing market prices and ComEd has
significant purchase commitments under its contracts. Coal costs (including
costs of reserve coal) which are not recoverable in rates, if any, will have to
be charged to income. For additional information concerning ComEd's coal
purchase commitments, see "Construction Program," subcaption "Utility
Operations" above. For additional information regarding ComEd's fuel
reconciliation proceedings and coal
7
reserves, see "Fuel Adjustment Clause" below and Notes 1 and 2 of Notes to
Financial Statements in the January 27, 1995 Form 8-K Reports.
Oil and Gas
ComEd's fast-start peaking units use middle distillate oils. Approximately
half of this capacity can also be fueled with natural gas. ComEd's 2,698,000
kilowatt Collins station is fueled with natural gas and residual oil. ComEd
purchases oil and gas in the spot market as needed. The conversion of three of
the five units at Collins station to dual fuel capability (residual oil and
natural gas) was completed during 1994. ComEd has a contract for the delivery
and storage of natural gas from gas pipelines to Collins station which expires
in 2003.
Fuel Adjustment Clause
Through its fuel adjustment clause, ComEd recovers from its customers the
cost of the fuel used to generate electricity and of purchased power as
compared to fuel costs included in base rates. The amounts collected under the
fuel adjustment clause are subject to review by the ICC, which, under the
Illinois Public Utilities Act, is required to hold annual public hearings to
reconcile the collected amounts with the actual cost of fuel and power
prudently purchased. In the event that the collected amounts exceed such actual
cost, then the ICC can order that the excess be refunded.
For additional information concerning ComEd's fuel reconciliation proceedings
and coal reserves, see Notes 1 and 2 of Notes to Financial Statements in the
January 27, 1995 Form 8-K Reports.
REGULATION
ComEd and the Indiana Company are subject to state and federal regulation in
the conduct of their respective businesses, including the operations of Cotter.
Such regulation includes rates, securities issuance, nuclear operations,
environmental and other matters. Particularly in the cases of nuclear
operations and environmental matters, such regulation can and does affect
operational and capital expenditures. ComEd is subject to regulation by the ICC
as to rates and charges, issuance of securities (other than debt securities
maturing in not more than twelve months), service and facilities,
classification of accounts, transactions with affiliated interests as defined
in the Illinois Public Utilities Act and other matters. In addition, the ICC in
certain of its rate orders has exercised jurisdiction over ComEd's
environmental control program.
ComEd is subject to the jurisdiction of the FERC with respect to the issuance
of debt securities maturing in not more than twelve months. ComEd is also
subject to the jurisdiction of the FERC and the DOE under the Federal Power Act
with respect to certain other matters, including the sale for resale of
electric energy and the transmission of electric energy in interstate commerce,
and to the jurisdiction of the DOE with respect to the disposal of spent
nuclear fuel and other radioactive wastes.
On September 1, 1994, a corporate restructuring took place in which Unicom
became the parent holding company of ComEd and Unicom Enterprises, an
unregulated subsidiary engaged, through a subsidiary, in energy service
activities. The primary purpose of the restructuring was to permit Unicom
Enterprises to engage in energy service activities without the prior approval
of, or being regulated by, the ICC, in part to permit timely responses to
competitive activities which could adversely affect ComEd's utility business
and in part to permit Unicom Enterprises to take advantage of unregulated
business opportunities.
Unicom is a public utility holding company as defined by the Public Utility
Holding Company Act of 1935 because of its majority ownership of common stock
of ComEd, and ComEd is a public utility holding company as defined in such Act
because of its ownership of the Indiana Company. However, both Unicom and ComEd
are exempt from most provisions of such Act.
8
The Indiana Company, an "affiliated interest" of ComEd within the meaning of
the Illinois Public Utilities Act, is subject to regulation by the Indiana
Utility Regulatory Commission and to the jurisdiction of the FERC, the DOE and
federal and state of Indiana pollution control and other agencies.
Nuclear
The IDNS has jurisdiction over certain activities in Illinois relating to
nuclear power and safety, and radioactive materials. Effective June 1, 1987,
the IDNS replaced the NRC as the regulator and licensor of certain source, by-
product and special nuclear material in quantities not sufficient to form a
critical mass, including such material contained in various measuring devices
used at fossil-fuel power plants. The IDNS has promulgated regulations which
are substantially similar to the corresponding federal regulations. The IDNS
also has authority to license a low-level radioactive waste disposal facility
and to regulate alternative methods for disposing of materials which contain
only trace amounts of radioactivity.
Under the Nuclear Waste Policy Act of 1982, the DOE is responsible for the
selection and development of repositories for, and the disposal of, spent
nuclear fuel and high-level radioactive waste. ComEd, as required by that Act,
has signed a contract with the DOE to provide for the disposal of spent nuclear
fuel and high-level radioactive waste from ComEd's nuclear generating stations
beginning not later than January 1998; however, this delivery schedule is
expected to be delayed significantly. It is not certain when the DOE will
accept high-level radioactive waste from ComEd and other operators of nuclear
power plants. Extended delays or a default by the DOE would lead to
consideration of costly alternatives involving serious siting and environmental
issues. The contract with the DOE requires ComEd to pay the DOE a one-time fee
applicable to nuclear generation through April 6, 1983 of approximately $277
million, with interest to date of payment, and a fee payable quarterly equal to
one mill per kilowatthour of nuclear-generated and sold electricity after April
6, 1983. ComEd has elected to pay the one-time fee, with interest, just prior
to the first scheduled delivery of spent nuclear fuel to the DOE. The costs
incurred by the DOE for disposal activities will be paid out of fees charged to
owners and generators of spent nuclear fuel and high-level radioactive waste.
ComEd has primary responsibility for the interim storage of its spent nuclear
fuel. ComEd's capability to store spent fuel is more than adequate for some
years to come. All stations except Dresden and Zion stations will have spent
fuel capacity at least through the year 2009. Dresden station has capacity
through 2001. Zion station has capacity through 2005. Meeting spent fuel
storage requirements beyond the years described above could require new and
separate storage facilities, the costs for which have not been determined.
The federal Low-Level Radioactive Waste Policy Act of 1980 provides that
states may enter into compacts to provide for regional disposal facilities for
low-level radioactive waste and restrict use of such facilities to waste
generated within the region. Since July 1, 1994, there have been no commercial
operating sites in the United States for the disposal of low-level radioactive
waste available to ComEd. Illinois has entered into a compact with the state of
Kentucky, which has been approved by Congress as required by the Waste Policy
Act. Neither Illinois nor Kentucky currently has an operational site, and one
is currently not expected to be operational until after the year 2000. ComEd
has temporary on-site storage capacity at its nuclear generating stations for a
limited amount of low-level radioactive waste and is planning additional such
capacity pending development of disposal facilities by the state of Illinois.
ComEd anticipates the possibility of serious difficulties in disposing of low-
level radioactive waste.
ComEd is subject to the jurisdiction of the NRC with respect to its nuclear
generating stations. The NRC regulations control the granting of permits and
licenses for the construction and operation of nuclear generating stations and
subject such stations to continuing review and regulation. The
9
NRC review and regulatory process covers, among other things, operations,
maintenance, and environmental and radiological aspects of such stations. The
NRC may modify, suspend or revoke licenses and impose civil penalties for
failure to comply with the Atomic Energy Act, the regulations under such Act or
the terms of such licenses.
During the past several years, the NRC has placed two of ComEd's nuclear
generating stations, Zion station and Dresden station, on its list of plants to
be monitored closely. Although Zion station (which was placed on the list in
early 1991) was removed from that list in February 1993, Dresden station (which
was placed on the list in early 1992) remains on the list. The NRC concern with
Dresden station was that, although processes and programs were in place to make
improvements, the rate of improvement needed to accelerate. In February 1995,
the NRC reported that a sense of progress at Dresden is evident, but that more
time is needed to determine if the improving trend will continue. Because of
the age of the Zion, Dresden and Quad-Cities stations, ComEd anticipates
continued expenditures in order to improve reliability and to meet NRC
regulatory expectations. Beginning in late 1992, ComEd restructured its
management of its nuclear operations division and since that time has committed
additional resources to the stations' operations.
In January 1994, ComEd was notified by the NRC that ComEd's LaSalle County
and Quad-Cities stations were placed on the list of plants with adverse
performance trends. ComEd was informed that the NRC concerns about LaSalle
County station included, among other matters, deficient radiation worker
practices. The NRC concerns with Quad-Cities station included, among other
matters, deficiencies in the condition of certain station equipment and the
effectiveness of the operators of the units in identifying and responding to
certain operational problems. ComEd has provided written and verbal responses
to the NRC and is working to resolve the concerns. In the February 1995 report,
the NRC concluded that LaSalle County had arrested the adverse trends in most
areas and "normal" designation should be returned. Like Dresden and LaSalle
County, the NRC noted that positive developments had been observed at Quad-
Cities but additional time was required to determine if those developments had
been effective in arresting the adverse trends and thus Quad-Cities remains on
the list of plants with adverse performance trends. As noted above, ComEd
anticipates continued expenditures in order to improve reliability and to meet
NRC regulatory expectations in connection with the Zion, Dresden and Quad-
Cities stations. In addition, generating station availability and performance
during a year may be issues in fuel reconciliation proceedings in assessing the
prudence of fuel and power purchases during such year. Final ICC orders have
been issued in fuel reconciliation proceedings for years prior to 1993;
however, certain intervenors have appealed the ICC order in the 1989 fuel
reconciliation proceedings on issues relating to nuclear station performance.
In accordance with a commitment to the NRC, ComEd examined its operating
boiling water nuclear generating units in 1983 to determine the existence or
extent of inter-granular stress corrosion in certain of the large diameter
piping in those units. Inter-granular stress corrosion was discovered in the
Dresden and Quad-Cities units. ComEd replaced the stainless steel piping
susceptible to stress corrosion at Dresden Unit 3 and is taking alternative
remedial actions which are intended to minimize the need to replace such piping
at Dresden Unit 2, Quad-Cities Units 1 and 2 and LaSalle County Units 1 and 2.
If ComEd is required to replace all of such piping, the estimated construction
expenditures, in current-year (1995) dollars, would be approximately $645
million.
ComEd has studied the possibility of having to replace the steam generators
at its Zion station. The initial studies were completed in June 1991 and
additional follow-up studies are continuing. Based on the most recent findings
of these studies, it will not be necessary to replace the Zion steam generators
until at least the year 2005 and ComEd believes that the potential exists that
replacement will not be necessary during the original operating license life,
which expires in 2013. ComEd has also studied the replacement of the steam
generators at Byron Unit 1 and Braidwood Unit 1. The studies indicate that,
from a technical standpoint, the steam generators should be replaced and, from
10
an economic standpoint, the replacements should be performed at the earliest
possible time. The steam generator replacements are currently planned to be
completed in 1998 for Braidwood Unit 1 and in 1999 for Byron Unit 1. The
estimated replacement costs, including the costs of removal of the existing
steam generators, are approximately $235 million for each unit. Approximately
$170 million of expenditures are included in the current 1995-97 construction
program. See "Item 3. Legal Proceedings" herein concerning litigation by ComEd
against Westinghouse concerning steam generators.
During the year 1994, civil penalties were imposed on ComEd by the NRC on
eight occasions for violations of NRC regulations in amounts aggregating
$867,500. Since January 1, 1995, there have been no violations of NRC
regulations identified which have resulted in civil penalties. There are two
potentially enforceable issues currently outstanding and under review by the
NRC.
The uranium mining and milling operations of Cotter are subject to regulation
by the state of Colorado and the NRC.
Environmental
ComEd and the Indiana Company are subject to regulation regarding
environmental matters by the United States and by the states of Illinois,
Indiana, Iowa and, in the case of Cotter, Colorado, and by local jurisdictions
where ComEd and the Indiana Company operate their facilities. The IPCB has
jurisdiction over environmental control in the state of Illinois, which
includes authority to regulate air, water and noise emissions and solid waste
disposal, together with the Illinois EPA, which enforces regulations of the
IPCB and issues permits in connection with environmental control. The U.S. EPA
administers certain federal statutes relating to such matters. The IPCB has
published a proposed rule under which it would have the power to regulate
radioactive air pollutants under the Illinois Environmental Protection Act and
the Federal Clean Air Act Amendments of 1977.
Air quality regulations, promulgated by the IPCB as well as the Indiana and
Hammond Departments of Environmental Management in accordance with federal
standards, impose restrictions on the emission of particulates, sulfur dioxide,
nitrogen oxides and other air pollutants and require permits from the
respective state and local environmental protection agencies for the operation
of emission sources. Permits authorizing operation of ComEd's fossil-fueled
generating facilities subject to this requirement have been obtained and, where
such permits are due to expire, ComEd has, in a timely manner, filed
applications for renewal or requested extensions of the existing permits.
Under the Federal Clean Water Act, NPDES permits for discharges into
waterways are required to be obtained from the U.S. EPA or from the state
environmental agency to which the permit program has been delegated. Those
permits must be renewed periodically. ComEd and the Indiana Company either have
NPDES permits for all of their generating stations or have filed applications
for renewals of such permits under the current delegation of the program to the
Illinois EPA or the Indiana Department of Environmental Management. ComEd is
also subject to the jurisdiction of certain pollution control agencies of the
state of Iowa with respect to the discharge into the Mississippi River from the
Quad-Cities station. Reissued NPDES permits for several generating facilities
establish schedules by which the facilities must meet tighter discharge limits
when using certain biocides in condenser cooling water systems. ComEd has
embarked on a program to obtain compliance with the new permit requirements by
the April 1995 compliance date.
On August 10, 1990, the Sierra Club filed suit in the U.S. District Court
under Section 505 of the Federal Clean Water Act alleging violations of state
of Illinois water quality standards with respect to thermal effluents at
ComEd's Fisk, Crawford, Will County, Joliet and Dresden generating stations. In
July 1991, the Sierra Club and ComEd reached a settlement of this suit which
was approved by the Court on November 1, 1991. Under the settlement, ComEd has
agreed to perform an ecological
11
study of the thermal effluents discharged from the generating stations.
Ultimately, this study, which is currently underway, may determine whether the
installation of closed cycle cooling facilities or operational restrictions are
necessary at one or more of these stations.
The Great Lakes Critical Programs Act of 1990 requires that, following the
issuance of guidance by the U.S. EPA, the states of Illinois and Indiana, among
others, adopt water quality standards, policies and procedures to assure
protection of the water quality of the Great Lakes. Water quality standards and
procedures that the states would be required to adopt are to be based on the
U.S. EPA's final guidance issued on March 13, 1995. ComEd is presently
evaluating the final guidance to assess the extent to which it may impact
certain ComEd facilities. Ultimately, the new rules may require that ComEd
install additional pollution control equipment or restrict operations at its
facilities that discharge, either directly or indirectly, into Lake Michigan.
The Clean Air Amendments require reductions in sulfur dioxide emissions from
ComEd's Kincaid station. The Clean Air Amendments also bar future utility
sulfur dioxide emissions except to the extent utilities hold allowances for
their emissions. Allowances which authorize their holder to emit sulfur dioxide
have been issued by the U.S. EPA based largely on historical levels of sulfur
dioxide emissions. These allowances are transferable and marketable. ComEd's
ability to increase generation in the future to meet expected increased demand
for electricity will depend in part on ComEd and the Indiana Company's ability
to acquire additional allowances or to reduce emissions below otherwise
allowable levels from their existing generating plants. In addition, the Clean
Air Amendments require studies to determine what controls, if any, should be
imposed on utilities to control air toxic emissions, including mercury. ComEd's
Clean Air Compliance Plan for Kincaid station was approved by the ICC on July
8, 1993. In late 1993, however, a federal court declared the Illinois law under
which the approval was received to be unconstitutional and compliance plans
prepared and approved in reliance on the law to be void. In January 1995, the
federal court's decision was affirmed by the U.S. Court of Appeals. It is not
known whether a petition for rehearing or further appeals will be filed. Under
the Compliance Plan approved by the ICC, ComEd would have been allowed to burn
low sulfur Illinois coal at Kincaid station without the installation of
pollution control equipment for the years 1995 through 1999, and to purchase
any necessary emission allowances that are expected to be available under the
Clean Air Amendments during this period. Also, under the Plan, ComEd expected
to install pollution control equipment for Kincaid station by the year 2000.
ComEd is currently burning Utah coal at Kincaid station to meet Clean Air Act
Phase I requirements. When the final outcome of the federal litigation is
known, ComEd will determine whether any changes are required.
The Clean Air Amendments also require reductions in nitrogen oxide emissions
from ComEd and the Indiana Company's fossil fuel generating units. The Illinois
EPA has proposed rules with respect to such emissions which would require
modifications to certain of ComEd's boilers inside the Chicago ozone non-
attainment area. On March 6, 1995, the U.S. EPA issued a proposed rule
exempting existing sources from further nitrogen oxide emission reductions. The
Illinois EPA is now considering nitrogen oxide emission reductions at ComEd
generating stations outside the Chicago ozone non-attainment area due to ozone
transport. Under the Acid Rain program, the U.S. EPA will prepare nitrogen
oxide emission regulations for all of ComEd's boilers with a compliance date of
January 1, 2000.
CERCLA provides for immediate response and removal actions coordinated by the
U.S. EPA to releases of hazardous substances into the environment and
authorizes the U.S. Government either to clean up sites at which hazardous
substances have created actual or potential environmental hazards or to order
persons responsible for the situation to do so. Under CERCLA, generators and
transporters of hazardous substances, as well as past and present owners and
operators of hazardous waste sites, are made strictly, jointly and severally
liable for the cleanup costs of waste at sites, most of which are listed by the
U.S. EPA on the NPL. These responsible parties can be ordered to perform
12
a cleanup, can be sued for costs associated with a U.S. EPA directed cleanup,
or may voluntarily settle with the U.S. Government concerning their liability
for cleanup costs, or may voluntarily begin a site investigation and site
remediation prior to listing on the NPL under state oversight. Various states,
including Illinois, have enacted statutes which contain provisions
substantially similar to CERCLA. ComEd and its subsidiaries are or are likely
to become parties to proceedings initiated by the U.S. EPA, state agencies
and/or other responsible parties under CERCLA with respect to a number of
sites, including MGP sites, or may voluntarily undertake to investigate and
remediate sites for which they may be liable under CERCLA.
MGPs manufactured gas in Illinois from approximately 1850 to 1950. ComEd
generally did not operate MGPs as a corporate entity but did, however, acquire
MGP sites as part of the absorption of smaller utilities. Approximately half of
these sites were transferred to Northern Illinois Gas Company as part of a
general conveyance in 1954. ComEd also acquired former MGP sites as vacant real
estate on which ComEd facilities have been constructed. To date, ComEd has
identified 44 former MGP sites for which it may be liable for remediation.
ComEd presently estimates that its costs of former MGP site investigation and
remediation will aggregate from $25 million to $150 million in current-year
(1995) dollars. It is expected that the costs associated with investigation and
remediation of former MGP sites will be incurred over a period of approximately
20 to 30 years. Because ComEd is not able to determine the most probable
liability for such MGP costs, in accordance with accounting standards, ComEd
has a reserve as of December 31, 1994 of approximately $25 million, which
reflects the low end of the range of its estimate of the liability associated
with former MGP sites. In addition, as of December 31, 1994, ComEd has a
reserve of $8 million, representing its estimate of the liability associated
with cleanup costs of remediation sites other than former MGP sites. Unicom and
ComEd presently estimate that ComEd's costs of investigating and remediating
the former MGP and other remediation sites pursuant to CERCLA and state
environmental laws will not have a material impact on the financial position or
results of operations of Unicom or ComEd. These cost estimates are based on
currently available information regarding the responsible parties likely to
share in the costs of responding to site contamination, the extent of
contamination at sites for which the investigation has not yet been completed
and the cleanup levels to which sites are expected to have to be remediated.
On July 17, 1991, the U.S. Government filed a complaint in U.S. District
Court alleging that ComEd and four other defendants are PRPs for remediation
costs associated with surface, soil and groundwater contamination alleged to
have occurred from the disposal by other persons of hazardous wastes at a site
located near ComEd's Byron station in Byron, Illinois. The U.S. Government
alleges that a portion of the site is owned by ComEd. The U.S. Government is
presently seeking reimbursement from the PRPs for past study and response costs
associated with the site of approximately $7 million. ComEd is currently
pursuing a negotiated settlement and is not actively pursuing cost recovery
from other PRPs at this time.
On October 16, 1992, the U.S. EPA notified ComEd and four other companies,
including the site operator, that they were PRPs for the costs associated with
the investigation and removal of contaminated soil at the Elgin Salvage and
Supply site in Elgin, Illinois. On April 19, 1993, the U.S. EPA issued an order
under Section 106 of CERCLA to ComEd and the other parties to investigate and
remove the contamination from the site. ComEd sent substantial amounts of scrap
cable and other scrap metal to the site. The site investigation and remediation
is currently estimated to be approximately $8 to $9 million. The site operator
claims to be unable to fund more than a small share of the removal costs.
Consequently, the other parties have agreed to an interim allocation of the
removal costs. The interim agreement allocates 55% of the removal costs to
ComEd. ComEd and the other PRPs have filed a cost recovery action against the
site operator and the site owners to require that they provide their share of
the remediation costs. ComEd and the site owner are in litigation with several
insurance companies for claims. Additional PRPs are being sought.
13
In the operation of its electric distribution system, ComEd utilized
equipment containing PCBs. Such equipment included transformers located in
customer-owned buildings and in sidewalk vaults. Under regulations adopted by
the U.S. EPA, these transformers containing PCBs were required to be modified
(with non-PCB fluid) or be replaced. ComEd has completed the replacement of
over 2,000 PCB fluid transformers that were located in or near commercial
buildings and were subject to the federal regulations. The estimated cost to
ComEd of replacing or modifying these transformers and disposing of the PCB
fluid was approximately $120 million, which had been expended through the end
of 1993. Some of ComEd's electrical equipment containing PCBs was sent to scrap
and salvage facilities and, as a result, ComEd may be liable for penalties and
for the costs of cleanup of those facilities. An accident or spill involving
PCB oil-filled electrical equipment, resulting in exposure of persons or
property to PCBs or their by-products, could result in material liability
claims against ComEd.
In September 1990, the IPCB replaced existing landfill regulations with new,
more stringent design and performance standards. These regulations are expected
to increase the cost to ComEd for disposal of coal combustion by-products at
its Joliet station. At Joliet, an existing landfill utilized for disposal of
coal ash may require the installation by 1997 of engineered retrofits designed
to protect groundwater. ComEd intends to request exemptions from certain of the
new regulations from the IPCB. If its request is denied, then alternative
landfill siting, commercial disposal, or retrofitting of the existing facility
could result in significant increases in disposal expenditures.
The outcome of many of the regulatory proceedings referred to above, if not
favorable, could have a material adverse effect on Unicom and ComEd's future
business and operating results.
An unresolved issue is whether exposure to EMFs may result in adverse health
effects or damage to the environment. EMFs are produced by virtually all
devices carrying or utilizing electricity, including transmission and
distribution lines as well as home appliances. If regulations are adopted
related to EMFs, they could affect the construction and operation of electrical
equipment, including transmission and distribution lines and the cost of such
equipment. ComEd cannot predict the effect on the cost of such equipment or
operations if new regulations related to EMFs are adopted. In the absence of
such regulations, EMFs have nonetheless become an issue in siting facilities
and in other land use contexts. Litigation has been filed in a variety of
locations against a variety of defendants (including ComEd) alleging that the
presence or use of electrical equipment has had an adverse effect on the health
of persons. If plaintiffs are successful in litigation of this type and it
becomes widespread, the impact on ComEd and on the electric utility industry is
not predictable, but could be severe.
From time to time, Unicom and its subsidiaries are, or are claimed to be, in
violation of or in default under orders, statutes, rules or regulations
relating to environmental controls and other matters, compliance plans imposed
upon or agreed to by them or permits issued by various state and federal
agencies for the construction or operation of their facilities. Unicom and
ComEd do not believe, so far as they now foresee, that such violations or
defaults will have a material adverse effect on their future business and
operating results, except for events otherwise described in this Annual Report
on Form 10-K which could have such an effect.
EMPLOYEES
The total number of employees of Unicom and its subsidiary companies was
approximately 18,460 (of which 18,451 employees were employed by ComEd and the
Indiana Company) at December 31, 1994. Of that amount, about 10,864 employees
of ComEd are represented by the IBEW, Local 15, and about 169 employees of the
Indiana Company are represented by the United Steelworkers of America, Local
12502. Effective May 1, 1994, the 17 local unions of the IBEW reorganized into
one
14
local union. Collective bargaining agreements with the unions are effective
through March 31, 1995. Supplemental agreements covering pension, life
insurance, savings and investment, medical, dental and vision care plans are
effective through March 31, 1995. See "General," subcaption "Utility
Operations," above for information relating to certain changes to union
agreements during 1994.
INTERCONNECTIONS
ComEd has interconnections for the transmission of electricity with Central
Illinois Light Company, Central Illinois Public Service Company, Illinois Power
Company, Indiana Michigan Power Company (a subsidiary of American Electric
Power Company), Interstate Power Company, Iowa-Illinois Gas and Electric
Company, Northern Indiana Public Service Company, Wisconsin Electric Power
Company and Wisconsin Power and Light Company for the purpose of exchanging
energy and for other forms of mutual assistance.
ComEd and 13 other Midwest power systems are regular members of MAIN (which
also includes six associate members and one affiliate member). The members have
entered into an agreement to work together to ensure the reliability of
electric power production and transmission throughout the area they serve.
FRANCHISES
ComEd's franchises are in general deemed adequate to permit it to engage in
the business it now conducts.
In the city of Chicago, ComEd operates under a nonexclusive electric
franchise ordinance effective January 1, 1992, and continuing in force until
December 31, 2020. ComEd derives approximately one-third of its ultimate
consumer revenues from the city of Chicago.
The electric business outside of the city of Chicago is conducted in
municipalities under nonexclusive franchises and, where required, under
certificates of convenience and necessity granted by the ICC. The following
tabulation summarizes as of December 31, 1994 the expiration dates of the
electric franchises held in 395 of the 396 municipalities outside of the city
of Chicago capable of granting franchises and in which ComEd currently provides
electric service.
FRANCHISE ESTIMATED
EXPIRATION NUMBER OF AGGREGATE
PERIODS MUNICIPALITIES POPULATION
---------- -------------- ----------
1996-2006....... 4 108,000
2007-2017....... 13 111,000
2018-2028....... 4 5,000
FRANCHISE ESTIMATED
EXPIRATION NUMBER OF AGGREGATE
PERIODS MUNICIPALITIES POPULATION
---------- -------------- ----------
2029-2039....... 1 *
2040 and subse-
quent years.... 369 3,997,000
No stated time
limit.......... 4 71,000
*Less than one thousand people.
BUSINESS AND COMPETITION
The electric utility business has historically been characterized by retail
service monopolies in state or locally franchised service territories.
Investor-owned electric utilities have tended to be vertically integrated with
all aspects of their business subject to pervasive regulation. Although
customers have normally been free to supply their electric power needs through
self-generation, they have not had a choice of electric suppliers and self-
generation has not generally been economical.
15
The market in which electric utilities like ComEd operate has become more
competitive as a result of technological and regulatory changes and many
observers believe competition will intensify. Self-generation can be economical
for certain customers, depending on how and when they use electricity and other
customer-specific considerations. A number of competitors are currently seeking
to identify and do business with those customers. In addition, suppliers of
other forms of energy are increasingly competing to supply energy needs which
historically were supplied primarily or exclusively by electricity.
The Energy Policy Act of 1992 will likely have a significant effect on
companies engaged in the generation, transmission, distribution, purchase and
sale of electricity. This Act, among other things, expands the authority of the
FERC to order electric utilities to transmit or "wheel" wholesale power for
others, and facilitates the creation of non-utility electric generating
companies. Although ComEd cannot now predict the full impact of this Act, it
will likely create and increase competition to supply the power needs of large
users of electricity.
ComEd is facing increased competition from several non-utility businesses
which seek to provide energy services to users of electricity, especially
larger customers such as industrial, commercial and wholesale customers. Such
suppliers include independent power producers and unregulated energy services
companies. In this regard, natural gas utilities operating in ComEd's service
area have established subsidiary ventures to provide heating, ventilating and
air conditioning services, attempting to attract ComEd's customers. Also,
several utilities in the United States have established unregulated energy
services subsidiaries which pursue business opportunities wherever they exist.
In addition, cogeneration and energy services companies have begun soliciting
ComEd's customers to provide alternatives to using ComEd's electricity. In
October 1993, the ICC granted ComEd the authority to negotiate special discount
contract rates with new or existing industrial customers for up to a total of
400 megawatts of added load, where the customers would not have chosen service
from ComEd for the increased load in the absence of the discount rates. In
addition, in June 1994, the ICC granted ComEd the authority to negotiate
special discount contract rates with up to 25 of its largest existing
customers, where such contracts would be necessary to retain the customers'
existing load on ComEd's system.
ComEd recently negotiated amendments to existing contracts with three of its
wholesale municipal customers, which extended the contracts for an additional
ten-year period past the 1997 expiration dates. ComEd was one of a number of
bidders for providing service to these customers. The contracts became
effective upon FERC approval.
The ICC formed a task force for the purpose of conducting a broad-based and
open examination of the expanding presence of market components within the
electric utility industry. Participants from more than forty organizations,
including representatives from the electric utility industry, are meeting to
examine three broad issues: effects of regulation, competition and future
regulatory and legislative changes. A report examining all sides of the issues
is planned for release in the first half of 1995 to the ICC, the legislature,
the Governor and other Illinois constitutional officers.
There also exists the possibility of legislation being introduced in the
Illinois General Assembly suggesting changes in the regulatory framework under
which Illinois electric utilities operate. ComEd is aware of discussions
regarding proposals that include structures for forms of retail wheeling of
power and alternative rate regulation. ComEd cannot predict whether, or in what
form, any such proposals might be introduced or what, if anything, or when
something might be enacted. Retail wheeling, if enacted, could adversely affect
the ability of ComEd to recover certain of its investment in generation,
transmission and distribution equipment.
16
EXECUTIVE OFFICERS OF THE REGISTRANT
EFFECTIVE DATE OF ELECTION
NAME AGE POSITION TO PRESENT POSITION
----------------- --- ------------------------------------ --------------------------
James J. O'Connor 58 Chairman and Chief Executive Officer January 28, 1994
Samuel K. Skinner 56 President January 28, 1994
John C. Bukovski 52 Vice President January 28, 1994
Roger F. Kovack 46 Comptroller January 28, 1994
Dennis F. O'Brien 49 Treasurer January 28, 1994
David A. Scholz 53 Secretary January 28, 1994
The present term of office of each of the above executive officers extends to
the first meeting of Unicom's Board of Directors after the next annual election
of Directors scheduled to be held on May 24, 1995.
Each of the above executive officers has been employed by ComEd for more than
five years, except for Mr. Skinner, and by Unicom since January 28, 1994 in
executive or management positions. Since January 1, 1990 and prior to his
election as President of ComEd effective February 1, 1993, Mr. Skinner was
Secretary of the United States Department of Transportation prior to December
1991, Chief of Staff to the President of the United States from December 1991
to August 1992, and General Chairman of the Republican National Committee from
August 1992 to January 1993. Since January 1, 1990, the Unicom officers listed
above, except for Mr. Skinner, held and continue to hold the following present
positions at ComEd: Mr. O'Connor is Chairman and Chief Executive Officer; Mr.
Bukovski is Vice President; Mr. Kovack is Comptroller; Mr. O'Brien is
Treasurer; and Mr. Scholz is Secretary.
There are no family relationships among the executive officers, directors and
nominees for director of Unicom.
17
OPERATING STATISTICS
YEAR ENDED DECEMBER 31
----------------------------------
1994 1993 1992
---------- ---------- ----------
Electric Operating Revenues (thousands of
dollars)(1):
Residential............................... $2,273,763 $2,341,155 $2,146,523
Small commercial and industrial........... 1,917,084 1,962,662 1,874,393
Large commercial and industrial........... 1,381,251 1,437,680 1,373,939
Public authorities........................ 452,512 474,034 452,508
Electric railroads........................ 26,179 27,593 27,633
Provisions for revenue refunds--ultimate
consumers................................ (15,909) (1,281,788) (18,372)
Sales for resale (net of provisions for
revenue refunds)......................... 187,147 237,573 113,603
Other revenues............................ 55,494 61,531 56,094
---------- ---------- ----------
Total.................................. $6,277,521 $5,260,440 $6,026,321
========== ========== ==========
Sales (millions of kilowatthours):
Residential............................... 21,376 20,818 19,269
Small commercial and industrial........... 24,320 23,463 22,662
Large commercial and industrial........... 23,450 22,917 22,163
Public authorities........................ 6,885 6,741 6,562
Electric railroads........................ 397 405 410
Sales for resale.......................... 8,743 13,417 4,614
---------- ---------- ----------
Total.................................. 85,171 87,761 75,680
========== ========== ==========
Sources of Electric Energy (millions of
kilowatthours):
Generation--
Nuclear.................................. 63,795 70,403 66,683
Fossil................................... 26,361 23,839 13,188
Fast-start peaking units................. 87 24 18
---------- ---------- ----------
Net generation......................... 90,243 94,266 79,889
Purchased power........................... 2,071 644 2,555
Company use and losses.................... (7,143) (7,149) (6,764)
---------- ---------- ----------
Total.................................. 85,171 87,761 75,680
========== ========== ==========
Cost of Fuel Consumed (per million Btu):
Nuclear................................... $0.53 $0.52 $0.52
Coal...................................... $2.31 $2.89 $2.96
Oil....................................... $2.89 $3.03 $3.02
Natural gas............................... $2.27 $2.70 $2.36
Average all fuels......................... $1.08 $1.15 $0.97
Peak Load (kilowatts)...................... 17,928,000 17,771,000 15,994,000
Number of Customers (at end of year):
Residential............................... 3,047,354 3,009,508 2,981,141
Small commercial and industrial........... 286,793 283,764 282,092
Large commercial and industrial........... 1,528 1,503 1,527
Public authorities........................ 12,059 12,023 11,886
Electric railroads and resale............. 20 19 18
---------- ---------- ----------
Total.................................. 3,347,754 3,306,817 3,276,664
========== ========== ==========
Average Annual Revenue Per Residential
Customer (excludes light bulb service).... $748.10 $779.54 $721.27
Average Use Per Residential Customer
(kilowatthours)........................... 7,056 6,954 6,497
Average Revenue Per Kilowatthour(2):
Residential (excludes light bulb
service)................................. 10.60c 11.21c 11.10c
Small commercial and industrial........... 7.88c 8.36c 8.27c
Large commercial and industrial........... 5.89c 6.27c 6.20c
--------
(1) See "Rate Proceedings" above.
(2) Average revenue per kilowatthour after reflecting provisions for revenue
refunds and after reflecting revenue refunds and related interest credited
to customers in 1994, 1993 and 1992, respectively, were as follows:
1994 1993 1992
-------------------------------- -------------------------------- --------------------------------
AFTER DEDUCTIONS FOR AFTER DEDUCTIONS FOR AFTER DEDUCTIONS FOR
-------------------------------- -------------------------------- --------------------------------
PROVISIONS FOR REVENUE PROVISIONS FOR REVENUE PROVISIONS FOR REVENUE
REVENUE REFUNDS REFUNDS CREDITED REVENUE REFUNDS REFUNDS CREDITED REVENUE REFUNDS REFUNDS CREDITED
--------------- ---------------- --------------- ---------------- --------------- ----------------
Residential 10.57cent 8.22cent 8.61cent 10.78cent 10.90cent 10.45cent
Small commercial and
industrial 7.86cent 6.43cent 6.80cent 8.16cent 8.20cent 8.02cent
Large commercial and
industrial 5.88cent 4.76cent 5.07cent 6.10cent 6.13cent 5.97cent
18
ITEM 2. PROPERTIES.
ComEd's electric properties are located in Illinois and the Indiana Company's
electric facilities are located in Indiana. In management's opinion, ComEd and
the Indiana Company's operating properties are adequately maintained and are
substantially in good operating condition. The electric generating,
transmission, distribution and general facilities of ComEd and the Indiana
Company represent approximately 68%, 9%, 20% and 3%, respectively, of their
gross investment in electric plant and equipment in service.
The electric generating stations, substations and a portion of the
transmission rights of way of ComEd and the Indiana Company are owned in fee.
A significant portion of the electric transmission and distribution facilities
is located over or under highways, streets, other public places or property
owned by others, for which permits, grants, easements or licenses (deemed
satisfactory by ComEd, but without examination of underlying land titles) have
been obtained. The principal plants and properties of ComEd are subject to the
lien of ComEd's Mortgage dated July 1, 1923, as amended and supplemented, under
which ComEd's first mortgage bonds are issued.
The net generating capability of ComEd and the Indiana Company is derived
from the following electric generating facilities:
NET GENERATING
CAPABILITY
STATION LOCATION (KILOWATTS)
------- ---------------- --------------
Nuclear--
Zion Zion 2,080,000
Dresden Near Morris 1,588,000
Quad-Cities Near Cordova 1,183,000(1)
LaSalle County Near Seneca 2,156,000
Byron Near Byron 2,240,000
Braidwood Near Braidwood 2,240,000
Fossil--
Collins Near Morris 2,698,000
Powerton Near Pekin 1,400,000
Joliet 6 Near Joliet 302,000
Joliet 7 & 8 Near Joliet 1,025,000
Kincaid Near Taylorville 1,108,000
Will County Near Lockport 1,092,000
Waukegan Waukegan 725,000
Crawford Chicago 542,000
State Line Hammond, Indiana 490,000
Fisk Chicago 321,000
Fast-Start Peaking Units(2) Various 1,332,000
----------
Net non-summer generating capability 22,522,000
Deduct--Summer limitations 557,000
----------
Net summer generating capability 21,965,000
----------
----------
--------
(1) Excludes the 25% undivided interest of Iowa-Illinois Gas and Electric
Company in the Quad-Cities station.
(2) Generating units normally designed for use only during the maximum load
period of a designated time interval. Such units are capable of starting
and coming on-line quickly.
Major electric transmission lines owned and in service are as follows:
VOLTAGE CIRCUIT
(VOLTS) MILES
------- -------
765,000........................................................... 90
345,000........................................................... 2,513
138,000........................................................... 2,705
ComEd's electric distribution system includes 37,518 pole line miles of
overhead lines and 30,496 cable miles of underground lines. A total of
approximately 1,317,059 poles are included in ComEd's distribution system, of
which about 590,307 poles are owned jointly with telephone companies.
19
ITEM 3. LEGAL PROCEEDINGS.
During 1989 and 1991, actions were brought in federal and state courts in
Colorado against ComEd and its subsidiary, Cotter, seeking unspecified damages
and injunctive relief based on allegations that Cotter has permitted
radioactive and other hazardous material to be released from its mill into
areas owned or occupied by the plaintiffs resulting in property damage and
potential adverse health effects. In February 1994, a federal jury returned
nominal dollar verdicts on eight bellwether plaintiffs' claims in these cases.
Plaintiffs have appealed those judgments. Although the remaining cases will
necessarily involve the resolution of numerous contested issues of fact and
law, Unicom and ComEd's determination is that these actions will not have a
material impact on their financial position or results of operations.
In October 1990, ComEd filed a complaint in the Circuit Court against
Westinghouse and certain of its employees. The complaint alleges that the
defendants knowingly concealed information regarding the durability of the
metal used in the steam generators (a major component of the nuclear steam
supply systems) at ComEd's Zion, Byron and Braidwood stations. The complaint
further alleges that the defects in the steam generators will prevent the
plants from maintaining their full power output through their forty-year design
life without costly remanufacture or replacement of the steam generators.
Damages, including punitive damages, in an unspecified amount are claimed.
Westinghouse has filed a counterclaim against ComEd which seeks recovery of
Westinghouse's costs of defense and damages of approximately $13 million.
Shareholder derivative lawsuits were filed on October 1, 1992 and on April
14, 1993 in the Circuit Court against current and former directors of ComEd
alleging that they breached their fiduciary duty and duty of care to ComEd in
connection with the management of the activities associated with the
construction of ComEd's four most recently completed nuclear generating units.
The lawsuits sought restitution to ComEd by the defendants for unquantified and
undefined losses and costs alleged to have been incurred by ComEd. Both
lawsuits were dismissed by the Circuit Court; however, appeals are pending
before the Illinois Appellate Court.
A number of complaints have been filed by former employees with the Equal
Employment Opportunity Commission, and several lawsuits have been filed by
former employees in the U.S. District Court, alleging that the employees'
terminations (which occurred as part of ComEd's management workforce reductions
that were implemented in the second half of 1992) involved discrimination on
the basis of age, race, sex, national origin and/or disabilities, in violation
of applicable law. The complainants in these various cases are seeking, among
other things, awards of back pay and lost benefits, reinstatement, pecuniary
damages, and costs and attorneys' fees. Discovery in these cases is proceeding,
and ComEd does not view these cases as having a material impact on its
financial position or results of operations.
See "Item 1. Business," subcaptions "Rate Proceedings," "Fuel Supply--Fuel
Adjustment Clause" and "Regulation" above for information concerning other
legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
20
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The current ratings of ComEd's securities by three principal securities
rating agencies are as follows:
STANDARD DUFF &
MOODY'S & POOR'S PHELPS
------- -------- ------
First mortgage and secured pollution control bonds.. Baa2 BBB BBB
Publicly-held debentures and unsecured pollution
control obligations................................ Baa3 BBB- BBB-
Convertible preferred stock......................... baa3 BBB- BB+
Preference stock.................................... baa3 BBB- BB+
Commercial paper.................................... P-2 A-2 Duff 2
On October 27, 1993, Standard & Poor's changed its "outlook" on ComEd's
ratings from stable to negative as part of its larger assessment of the
electric utility industry. In January 1995, following the issuance of the Rate
Order, Standard & Poor's affirmed its ratings of ComEd's securities, with its
ratings "outlook" remaining negative. In March 1995, following an in-depth
review of ComEd's nuclear operations, Standard & Poor's again affirmed its
ratings of ComEd's securities with its ratings "outlook" remaining negative. In
December 1993, Moody's and Duff & Phelps affirmed their ratings of ComEd's
securities, and Moody's rating outlook on ComEd remained stable.
The above ratings reflect only the views of such rating agencies and each
rating should be evaluated independently of any other rating. Generally,
rating agencies base their ratings on information furnished to them by the
issuing company and on investigations, studies and assumptions by the rating
agencies. There is no assurance that any particular rating will continue for
any given period of time or that it will not be changed or withdrawn entirely
if in the judgment of the rating agency circumstances so warrant. Such ratings
are not a recommendation to buy, sell or hold securities.
The following is a brief summary of the meanings of the above ratings and the
relative rank of the above ratings within each rating agency's classification
system.
Moody's top four long-term debt ratings (Aaa, Aa, A and Baa) are generally
considered "investment grade." Obligations rated Baa are considered as medium
grade obligations, neither highly protected nor poorly secured. Such
obligations lack outstanding investment characteristics and in fact have
speculative characteristics. (A numerical modifier in Moody's system shows
relative standing within the principal rating category, with 1 indicating the
high end of that category, 2 the mid-range and 3 the low end.) Standard &
Poor's top four bond ratings (AAA, AA, A and BBB) are generally considered to
describe obligations in which investment characteristics predominate.
Obligations rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Such obligations normally exhibit adequate
protection parameters, but adverse economic conditions or changing
circumstances are more likely to lead to weakened capacity to pay. (A plus or
minus sign in Standard & Poor's system shows relative standing within the major
rating categories.)
Both Moody's and Standard & Poor's preferred stock ratings represent relative
security of dividends. Moody's top four preferred stock ratings (aaa, aa, a
and baa) are generally considered "investment grade." Moody's baa rating
describes a medium grade preferred stock, neither highly protected nor poorly
secured. Standard & Poor's top four preferred stock ratings (AAA, AA, A and
BBB) are generally considered "investment grade." Standard & Poor's BBB rating
applies to medium grade preferred stock which is below A ("sound") and above BB
("lower grade").
21
Duff & Phelps' credit rating scale has 17 alphabetical categories, of which
ratings AAA through BBB (with AAA being the highest rating) represent
investment grade securities. Ratings of BBB+, BBB and BBB- represent the
lowest category of "investment grade" rating. This category describes
securities with below average protection factors but which are considered
sufficient for institutional investment. Considerable variability in risk
occurs during economic cycles. Ratings of BB+, BB and BB- describe below
investment grade securities which are deemed likely to meet obligations when
due. Present or prospective financial protection factors of these securities
fluctuate according to industry conditions or company fortunes.
Moody's Prime-2 (P-2) rating of commercial paper is the second highest of
three possible ratings; P-2 describes a strong capacity for repayment of short-
term promissory obligations. Standard & Poor's rates commercial paper in four
basic categories with A-2 being the second highest category. Duff & Phelps
rates commercial paper in three basic categories, with Duff 2 indicating the
middle category.
Further explanations of the significance of ratings may be obtained from the
rating agencies.
Additional information required by Item 5 is incorporated herein by reference
to the "Price Range and Dividends Paid Per Share of Common Stock" on page 16 of
Unicom's January 27, 1995 Form 8-K Report.
ITEM 6. SELECTED FINANCIAL DATA.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by Items 6, 7 and 8 is incorporated herein by
reference to the "Summary of Selected Consolidated Financial Data" on page 16,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 3 through 14, and the audited consolidated financial
statements and notes thereto on pages 15 and 17 through 43 of Unicom's January
27, 1995 Form 8-K Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
22
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by Item 10 relating to directors and nominees for
election as directors at Unicom's Annual Meeting of shareholders to be held on
May 24, 1995 is incorporated herein by reference to pages 2 and 3 and the last
two paragraphs under the heading "Security Ownership of Certain Beneficial
Owners and Management" on page 6 of Unicom's definitive Proxy Statement (1995
Proxy Statement) filed with the SEC pursuant to Regulation 14A under the
Securities Exchange Act of 1934. The information required by Item 10 relating
to executive officers is set forth in Part I of Unicom's Annual Report on Form
10-K under "Item 1. Business," subcaption "Executive Officers of the
Registrant" and incorporated herein by reference to the last two paragraphs
under the heading "Security Ownership of Certain Beneficial Owners and
Management" on page 6 of Unicom's 1995 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is incorporated herein by reference to
the paragraph labelled "Compensation of Directors" on page 4 and the paragraphs
under the heading "Executive Compensation" on pages 7 through 10 (other than
the paragraphs appearing on page 10 under the heading "Compensation Committee
Report on Executive Compensation") of Unicom's 1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated herein by reference to
the stock ownership information under the heading "Security Ownership of
Certain Beneficial Owners and Management" on pages 5 and 6 of Unicom's 1995
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
23
ANNUAL REPORT ON FORM 10-K FOR COMMONWEALTH EDISON COMPANY
PART I
ITEM 1. BUSINESS.
See Unicom's "Item 1. Business" (other than the paragraphs under the headings
"General--Unregulated Operations," "Construction Program--Unregulated
Operations" and "Executive Officers of the Registrant"), which is incorporated
herein by this reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
EFFECTIVE DATE OF ELECTION
NAME AGE POSITION TO PRESENT POSITION
---------------------- --- ------------------------ --------------------------
James J. O'Connor 58 Chairman and
Chief Executive Officer March 1, 1980
Samuel K. Skinner 56 President February 1, 1993
Thomas J. Maiman 56 Senior Vice President June 10, 1992
Robert J. Manning 52 Senior Vice President June 10, 1992
Donald A. Petkus 53 Senior Vice President June 10, 1992
Cordell Reed 57 Senior Vice President June 5, 1987
Michael J. Wallace 47 Senior Vice President December 9, 1993
John C. Bukovski 52 Vice President February 1, 1989
Louis O. DelGeorge 47 Vice President April 22, 1992
Harlan M. Dellsy 47 Vice President September 15, 1986
William H. Downey 50 Vice President June 10, 1992
William H. Dunbar, Jr. 54 Vice President May 10, 1994
J. Stanley Graves 58 Vice President June 5, 1987
Emerson W. Lacey 53 Vice President November 17, 1992
Paul D. McCoy 44 Vice President June 10, 1992
Robert A. Paul 51 Vice President January 26, 1994
J. Stephen Perry 56 Vice President May 10, 1994
James A. Small 51 Vice President July 1, 1993
Pamela B. Strobel 42 Vice President and
General Counsel June 1, 1993
Roger F. Kovack 46 Comptroller February 1, 1989
Dennis F. O'Brien 49 Treasurer February 1, 1989
David A. Scholz 53 Secretary February 1, 1989
The present term of office of each of the above executive officers extends to
the first meeting of ComEd's Board of Directors after the next annual election
of Directors scheduled to be held on May 24, 1995.
Each of the above executive officers (except for Messrs. Skinner, Paul, Perry
and Small and Ms. Strobel) has been employed by ComEd for more than five years
in executive or management positions. Since January 1, 1990 and prior to his
election as President of ComEd, Mr. Skinner was Secretary of the United States
Department of Transportation prior to December 1991, Chief of Staff to the
President of the United States from December 1991 to August 1992, and General
Chairman of
24
the Republican National Committee from August 1992 to January 1993. Since
January 1, 1990 and prior to his election as Vice President, Mr. Paul was
employed at Digital Equipment Corporation in the following capacities: prior to
1992 as Corporate Technology and Business Acquisition Manager and from 1992 to
January 1994 as Corporate Purchasing Manager. Since January 1, 1990 and prior
to his election as Vice President, Mr. Perry was employed at Illinois Power
Company in the following capacities: prior to 1992 as Vice President of Nuclear
Operations and from 1992 to April 1994 as Senior Vice President. Since January
1, 1990 and prior to his election as Vice President, Mr. Small was General
Manager of Fuel Services at Georgia Power Company. Since January 1, 1990 and
prior to her election as Vice President and General Counsel, Ms. Strobel was a
partner in the law firm of Sidley & Austin. Since January 1, 1990 and prior to
election to the positions shown above, the following officers held other
positions in ComEd: Messrs. Maiman, Manning and Petkus were Vice Presidents;
Mr. Wallace was Manager of Engineering and Construction Services prior to July
1990 and Vice President thereafter; Mr. DelGeorge was Assistant Vice President;
Mr. Downey was Operating Manager prior to September 1990 and Manager of
Marketing and Customer Services thereafter; Mr. Dunbar was Division Vice
President--Chicago North prior to December 1992 and Manager of Quality
thereafter; Mr. Lacey was Fossil Engineering and Construction Manager; and Mr.
McCoy was Division Operating Manager--Northern prior to September 1990,
Operating Manager from September 1990 to September 1991 and Manager of
Transmission and Distribution Operations thereafter.
There are no family relationships among the executive officers, directors and
nominees for director of ComEd.
ITEM 2. PROPERTIES.
See Unicom's "Item 2. Properties," which is incorporated herein by this
reference.
ITEM 3. LEGAL PROCEEDINGS.
See Unicom's "Item 3. Legal Proceedings," which is incorporated herein by
this reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE BY SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
See Unicom's "Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters" (other than the last paragraph thereof), which is
incorporated herein by reference.
Additional information required by Item 5 is incorporated herein by reference
to the "Price Range and Dividends Paid Per Share of Common Stock" on page 15 of
ComEd's January 27, 1995 Form 8-K/A-1 Report.
ITEM 6. SELECTED FINANCIAL DATA.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by Items 6, 7 and 8 is incorporated herein by
reference to the "Summary of Selected Consolidated Financial Data" on page 15,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 3 through 13, and the audited consolidated financial
statements and notes thereto on pages 14 and 16 through 43 of ComEd's January
27, 1995 Form 8-K/A-1 Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by Item 10 relating to directors and nominees for
election as directors at ComEd's Annual Meeting of shareholders to be held on
May 24, 1995 is incorporated herein by reference to pages 2 and 3 and the last
two paragraphs under the heading "Security Ownership of Certain Beneficial
Owners and Management" on page 6 of ComEd's definitive Information Statement
(1995 Information Statement) filed with the SEC pursuant to Regulation 14C
under the Securities Exchange Act of 1934. The information required by Item 10
relating to executive officers is set forth in Part I of ComEd's Annual Report
on Form 10-K under "Item 1. Business," subcaption "Executive Officers of the
Registrant" and incorporated herein by reference to the last two paragraphs
under the heading "Security Ownership of Certain Beneficial Owners and
Management" on page 6 of ComEd's 1995 Information Statement.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is incorporated herein by reference to
the paragraph labelled "Compensation of Directors" on page 4 and the paragraphs
under the heading "Executive Compensation" on pages 7 through 10 (other than
the paragraphs appearing on page 10 under the heading "Compensation Committee
Report on Executive Compensation") of ComEd's 1995 Information Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated herein by reference to
the stock ownership information under the heading "Security Ownership of
Certain Beneficial Owners and Management" on pages 5 and 6 of ComEd's 1995
Information Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
26
ANNUAL REPORTS ON FORM 10-K FOR UNICOM CORPORATION AND
COMMONWEALTH EDISON COMPANY
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS:
PAGE OF
JANUARY 27,
1995 FORM
8-K REPORT
------------
UNICOM COMED
------ -----
The following financial statements are incorporated into the
Unicom Annual Report on Form 10-K by reference to the indi-
cated page or pages of Unicom's January 27, 1995 Form 8-K Re-
port, and into the ComEd Annual Report on Form 10-K by refer-
ence to the indicated page or pages of ComEd's January 27,
1995 Form 8-K/A-1 Report:
Report of Independent Public Accountants.................... 15 14
Statements of Consolidated Income for each of the three
years in the period ended December 31, 1994................ 17 16
Consolidated Balance Sheets--December 31, 1994 and December
31, 1993................................................... 18-19 17-18
Statements of Consolidated Capitalization--December 31, 1994
and December 31, 1993...................................... 20 19
Statements of Consolidated Retained Earnings for each of the
three years in the period ended December 31, 1994.......... 21 20
Statements of Consolidated Premium on Common Stock and Other
Paid-In Capital for each of the three years in the period
ended December 31, 1994.................................... NA 20
Statements of Consolidated Cash Flows for each of the three
years in the period ended December 31, 1994................ 22 21
Notes to Financial Statements............................... 23-43 22-43
ANNUAL
REPORT ON
PAGE OF FORM 10-K
THIS ------------
DOCUMENT UNICOM COMED
-------- ------ -----
The following supplemental schedules are included in
the indicated Annual Report on Form 10-K:
Report of Independent Public Accountants on
Supplemental Schedule.............................. 34 x
Report of Independent Public Accountants on
Supplemental Schedule.............................. 35 x
Schedule II--Valuation and Qualifying Accounts for
each of the three years in the period
ended December 31, 1994................ 36 x x
The following schedules are omitted as not applicable or not required
under rules of Regulation S-X: I, III, IV and V.
The individual financial statements and schedules of Unicom Enterprises
have been omitted from Unicom's Annual Report on Form 10-K because the
investment in Unicom Enterprises,
27
included in Unicom's consolidated financial statements, is not material in
relation to Unicom's financial position or results of operations. As of
December 31, 1994, the assets of Unicom Enterprises in the aggregate were
less than 1% of Unicom's consolidated assets and for the year 1994 Unicom
Enterprises had no sales revenues.
The individual financial statements and schedules of ComEd's
nonconsolidated wholly-owned subsidiaries have been omitted from Unicom's
and ComEd's Annual Report on Form 10-K because the investments are not
material in relation to ComEd's financial position or results of
operations. As of December 31, 1994, the assets of the nonconsolidated
subsidiaries in the aggregate approximated 1% of ComEd's consolidated
assets and for the year 1994 annual revenues of the nonconsolidated
subsidiaries in the aggregate were less than 1% of ComEd's consolidated
annual revenues.
The following exhibits are filed with the indicated Annual Report on Form
10-K or incorporated therein by reference. Documents indicated by an
asterisk (*) are incorporated by reference to the File No. indicated.
Documents indicated by a plus sign (+) identify management contracts or
compensatory plans or arrangements.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- ------------------------------------------------- ------ -----
(3)-1 Articles of Incorporation of Unicom effective
January 28, 1994. x
(3)-2 Restated Articles of Incorporation of ComEd ef-
fective February 20, 1985, including Statements
of Resolution Establishing Series, relating to
the establishment of three new series of ComEd
preference stock known as the "$9.00 Cumulative
Preference Stock," the "$6.875 Cumulative Pref-
erence Stock" and the "$2.425 Cumulative Prefer-
ence Stock." x
(3)-3 By-Laws of Unicom, effective January 28, 1994 as
amended through March 9, 1995. x
(3)-4 By-Laws of ComEd, effective September 2, 1988 as
amended through March 9, 1995. x
*(4)-1 Mortgage of ComEd to Illinois Merchants Trust
Company, Trustee (Continental Illinois National
Bank and Trust Company of Chicago, successor
Trustee), dated July 1, 1923, Supplemental In-
denture thereto dated August 1, 1944, and amend-
ments and supplements thereto dated, respective-
ly, August 1, 1946, April 1, 1953, April 1,
1966, November 1, 1966, December 1, 1966, March
31, 1967, April 1, 1967, February 1, 1968, July
1, 1968, October 1, 1968, February 28, 1969, May
29, 1970, January 1, 1971, June 1, 1971, May 31,
1972, June 1, 1973, June 15, 1973, October 15,
1973, May 31, 1974, July 1, 1974, June 13, 1975,
May 28, 1976, January 15, 1977, June 1, 1977 and
June 3, 1977 (File No. 2-60201, Form S-7, Ex-
hibit 2-1). x
*(4)-2 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, December 1, 1977, May
17, 1978, August 31, 1978, June 18, 1979, June
20, 1980, April 16, 1981, April 30, 1982, April
15, 1983, April 13, 1984, March 1, 1985 and
April 15, 1985 (File No. 2-99665, Form S-3, Ex-
hibit (4)-3). x
*(4)-3 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, April 15, 1986 and May
1, 1986 (File No. 33-6879, Form S-3, Exhibit
(4)-9). x
28
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- --------------------------------------------- ------ -----
*(4)-4 Supplemental Indenture to Mortgage dated July
1, 1923 dated January 12, 1987 (File No. 33-
13193, Form S-3, Exhibit (4)-6). x
*(4)-5 Supplemental Indenture to Mortgage dated July
1, 1923 dated June 30, 1989 (File No. 33-
32929, Form S-3, Exhibit (4)-11). x
*(4)-6 Supplemental Indentures to Mortgage dated
July 1, 1923 dated, respectively, February
15, 1990 and June 15, 1990 (File No. 33-
38232, Form S-3, Exhibits (4)-11 and (4)-
12). x
*(4)-7 Supplemental Indentures to Mortgage dated
July 1, 1923 dated, respectively, June 1,
1991, October 1, 1991 and October 15, 1991
(File No. 33-44018, Form S-3, Exhibits (4)-
12, (4)-13 and (4)-14). x
*(4)-8 Supplemental Indenture to Mortgage dated July
1, 1923 dated February 1, 1992 (File No. 1-
1839, Form 10-K for the year ended December
31, 1991, Exhibit (4)-18). x
*(4)-9 Supplemental Indenture to Mortgage dated July
1, 1923 dated May 15, 1992 (File No. 33-
48542, Form S-3, Exhibit (4)-14). x
*(4)-10 Supplemental Indentures to Mortgage dated
July 1, 1923 dated, respectively, July 15,
1992, September 15, 1992 and October 1, 1992
(File No. 33-53766, Form S-3, Exhibits (4)-
13, (4)-14 and (4)-15). x
*(4)-11 Supplemental Indentures to Mortgage dated
July 1, 1923 dated, respectively, February
1, 1993 and March 1, 1993 (File No. 1-1839,
Form 10-K for the year ended December 31,
1992, Exhibits (4)-14 and (4)-15). x
*(4)-12 Supplemental Indentures to Mortgage dated
July 1, 1923 dated, respectively, April 1,
1993 and April 15, 1993 (File No. 33-64028,
Form S-3, Exhibits (4)-12 and (4)-13). x
*(4)-13 Supplemental Indentures to Mortgage dated
July 1, 1923 dated, respectively, June 15,
1993 and July 1, 1993 (File No. 1-1839, Form
8-K dated May 21, 1993, Exhibits (4)-1 and
(4)-2). x
*(4)-14 Supplemental Indenture to Mortgage dated July
1, 1923 dated July 15, 1993 (File No. 1-
1839, Form 10-Q for the quarter ended June
30, 1993, Exhibit (4)-1). x
*(4)-15 Supplemental Indenture to Mortgage dated July
1, 1923 dated January 15, 1994 (File No. 1-
1839, Form 10-K for the year ended December
31, 1993, Exhibit (4)-15). x
(4)-16 Supplemental Indenture to Mortgage dated July
1, 1923 dated December 1, 1994. x
*(4)-17 Indentures of ComEd to The First National
Bank of Chicago, Trustee (Harris Trust and
Savings Bank, successor Trustee), dated
April 1, 1949, October 1, 1949, October 1,
1950, October 1, 1954, January 1, 1958, Jan-
uary 1, 1959 and December 1, 1961 (File No.
1-1839, Form 10-K for the year ended Decem-
ber 31, 1982, Exhibit (4)-20). x
29
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- --------------------------------------------- ------ -----
*(4)-18 Indenture of ComEd dated February 15, 1973 to
The First National Bank of Chicago, Trustee
(LaSalle National Bank, successor Trustee),
and Supplemental Indenture thereto dated
July 13, 1973 (File No. 2-66100, Form S-16,
Exhibit (b)-2). x
*(4)-19 Indenture dated as of September 1, 1987 be-
tween ComEd and Citibank, N.A., Trustee re-
lating to Notes (File No. 33-20619, Form
S-3, Exhibit (4)-13). x
*(4)-20 Supplemental Indenture to Indenture dated
September 1, 1987 dated September 15, 1987
(File No. 33-20619, Form S-3, Exhibit (4)-
14). x
*(4)-21 Supplemental Indenture to Indenture dated
September 1, 1987 dated May 18, 1988 (File
No. 33-23036, Form S-3, Exhibit (4)-14). x
*(4)-22 Supplemental Indenture to Indenture dated
September 1, 1987 dated July 14, 1989 (File
No. 33-32929, Form S-3, Exhibit (4)-16). x
*(4)-23 Supplemental Indenture to Indenture dated
September 1, 1987 dated April 1, 1991 (File
No. 33-44018, Form S-3, Exhibit (4)-21). x
*(4)-24 Supplemental Indenture to Indenture dated
September 1, 1987 dated April 15, 1992 (File
No. 33-48542, Form S-3, Exhibit (4)-22). x
*(4)-25 Supplemental Indenture to Indenture dated
September 1, 1987 dated July 15, 1992 (File
No. 33-53766, Form S-3, Exhibit (4)-24). x
*(4)-26 Supplemental Indenture to Indenture dated
September 1, 1987 dated October 15, 1993
(File No. 1-1839, Form 10-Q for the quarter
ended September 30, 1993, Exhibit (4)-1). x
*(4)-27 Supplemental Indenture to Indenture dated
September 1, 1987 dated April 1, 1994 (File
No. 1-1839, Form 10-Q for the quarter ended
March 31, 1994, Exhibit (4)-1). x
*(4)-28 Credit Agreement dated as of October 1, 1991,
among Commonwealth Edison Company, as bor-
rower, the Banks named therein and the other
Lenders from time to time parties thereto,
and Citibank, N.A. (File No. 1-1839, Form
10-K for the year ended December 31, 1991,
Exhibit (4)-27). x
*(4)-29 Credit Agreement dated as of October 1, 1991,
among Commonwealth Edison Company, as bor-
rower, the Banks named therein and the other
Lenders from time to time parties thereto,
and Citibank, N.A. (File No. 1-1839, Form
10-K for the year ended December 31, 1991,
Exhibit (4)-28). x
*(4)-30 Letter Agreement dated as of October 4, 1993,
among Commonwealth Edison Company and cer-
tain of the Banks party to the Credit Agree-
ment dated as of October 1, 1991 (File No.
1-1839, Form 10-K for the year ended Decem-
ber 31, 1993, Exhibit (4)-28). x
30
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- --------------------------------------------- ------ -----
*(4)-31 Term Loan Agreement dated as of January 7,
1992, between Commonwealth Edison Company,
as borrower, and The First National Bank of
Chicago, individually and as agent (File No.
1-1839, Form 10-K for the year ended Decem-
ber 31, 1992, Exhibit (4)-28). x
(4)-32 First Amendment to Term Loan Agreement dated
as of January 9, 1995, by and among Common-
wealth Edison Company, The First National
Bank of Chicago, individually and as agent,
and the banks party thereto. x
*(4)-33 Term Loan Agreement dated as of January 15,
1992, between Commonwealth Edison Company,
as borrower, and Westpac Banking Corpora-
tion, Chicago Branch, individually and as
agent (File No. 1-1839, Form 10-K for the
year ended December 31, 1992, Exhibit (4)-
29). x
*(4)-34 Term Loan Agreement dated as of January 16,
1992, between Commonwealth Edison Company,
as borrower, and The Bank of New York, indi-
vidually and as agent (File No. 1-1839, Form
10-K for the year ended December 31, 1992,
Exhibit (4)-29). x
(4)-35 Credit Agreement dated as of November 22,
1994, among Unicom Enterprises Inc., the
Banks Named Therein and Citibank, N.A. x
(4)-36 Guaranty dated November 22, 1994, by Unicom
Corporation in favor of the Lenders and LC
Banks parties to the aforementioned Credit
Agreement with Unicom Enterprises Inc. x
(4)-37 Guaranty dated November 22, 1994, by Unicom
Corporation in favor of Citibank, N.A. x
*(10)-1 Nuclear Fuel Lease Agreement dated as of No-
vember 23, 1993, between CommEd Fuel Compa-
ny, Inc., as Lessor, and Commonwealth Edison
Company, as Lessee (File No. 1-1839, Form
10-K for the year ended December 31, 1993,
Exhibit (10)-1). x
+*(10)-2 Unicom Corporation Long-Term Incentive Plan
(File No. 1-1839, ComEd Proxy Statement
dated March 26, 1993, Exhibit A). x
+*(10)-3 Amendment to Unicom Corporation Long-Term In-
centive Plan, effective September 1, 1994
(File No. 33-56991, Form S-8, Exhibit (4)-
4). x
+*(10)-4 1994 Long-Term Performance Unit Award for Ex-
ecutive and Group Level Employes Payable in
1996 under the 1993 Long-Term Incentive Plan
(File No. 1-1839, Form 10-K/A-1 for the year
ended December 31, 1993, Exhibit (10)-4). x x
31
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
-------- --------------------------------------------- ------ -----
+*(10)-5 1994 Long-Term Performance Unit Award for Ex-
ecutive and Group Level Employes Payable in
1997 under the 1993 Long-Term Incentive Plan
(File No. 1-1839, Form 10-K/A-1 for the year
ended December 31, 1993, Exhibit (10)-5). x x
+ (10)-6 1995 Long-Term Performance Unit Award for Ex-
ecutive and Group Level Employees Payable in
1998 under the Unicom Corporation Long-Term
Incentive Plan. x x
+ (10)-7 1995 Variable Compensation Award for Manage-
ment Employees under the Unicom Corporation
Long-Term Incentive Plan. x x
+ (10)-8 1995 Award to Mr. O'Connor and Mr. Skinner
under the Unicom Corporation Long-Term In-
centive Plan. x x
+ (10)-9 Unicom Corporation Deferred Compensation Unit
Plan, as amended. x x
+*(10)-10 Deferred Compensation Plan (included in Arti-
cle Five of Exhibit (3)-2 above). x
+*(10)-11 Management Incentive Compensation Plan, ef-
fective January 1, 1989 (File No. 1-1839,
Form 10-K for the year ended December 31,
1988, Exhibit (10)-4). x
+*(10)-12 Amendments to Management Incentive Compensa-
tion Plan, dated December 14, 1989 and March
21, 1990 (File No. 1-1839, Form 10-K for the
year ended December 31, 1989, Exhibit (10)-
5). x
+*(10)-13 Amendment to Management Incentive Compensa-
tion Plan, dated March 21, 1991 (File No. 1-
1839, Form 10-K for the year ended December
31, 1991, Exhibit (10)-6). x
+ (10)-14 Retirement Plan for Directors, effective Sep-
tember 1, 1994. x
+*(10)-15 Retirement Plan for Directors, effective Jan-
uary 1, 1987 (File No. 1-1839, Form 10-K for
the year ended December 31, 1988, Exhibit
(10)-5). x
+ (10)-16 Unicom Corporation Outside Director Stock
Award Plan. x
+*(10)-17 Executive Group Life Insurance Plan (File No.
1-1839, Form 10-K for the year ended Decem-
ber 31, 1980, Exhibit (10)-3). x
+*(10)-18 Amendment to the Executive Group Life Insur-
ance Plan (File No. 1-1839, Form 10-K for
the year ended December 31, 1981, Exhibit
(10)-4). x
+*(10)-19 Amendment to the Executive Group Life Insur-
ance Plan dated December 12, 1986 (File No.
1-1839, Form 10-K for the year ended Decem-
ber 31, 1986, Exhibit (10)-6). x
+*(10)-20 Amendment of Executive Group Life Insurance
Plan to implement program of "split dollar
life insurance" dated December 13, 1990
(File No. 1-1839, Form 10-K for the year
ended December 31, 1990, Exhibit (10)-10). x
32
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- --------------------------------------------- ------ -----
+*(10)-21 Commonwealth Edison Company Supplemental Man-
agement Retirement Plan (File No. 1-1839,
Form 10-K for the year ended December 31,
1985, Exhibit (10)-6). x
+*(10)-22 Amendment of Executive Group Life Insurance
Plan to stabilize the death benefit applica-
ble to participants dated July 22, 1992
(File No. 1-1839, Form 10-K for the year
ended December 31, 1992, Exhibit (10)-13). x
+*(10)-23 Letter Agreement dated December 16, 1992 be-
tween Commonwealth Edison Company and Samuel
K. Skinner (File No. 1-1839, Form 10-K for
the year ended December 31, 1992, Exhibit
(10)-14). x
+*(10)-24 Commonwealth Edison Company Excess Benefit
Savings Plan (File No. 1-1839, Form 10-Q for
the quarter ended June 30, 1994, Exhibit
(10)-2). x
(12) Statement re computation of ratios of earn-
ings to fixed charges and ratios of earnings
to fixed charges and preferred and prefer-
ence stock dividend requirements for ComEd. x
(21)-1 Subsidiaries of Unicom Corporation. x
(21)-2 Subsidiaries of Commonwealth Edison Company. x
(23)-1 Consent of experts for Unicom Corporation. x
(23)-2 Consent of experts for Commonwealth Edison
Company. x
(24)-1 Powers of attorney of Directors whose names
are signed to the Unicom Corporation Annual
Report on Form 10-K pursuant to such powers. x
(24)-2 Powers of attorney of Directors whose names
are signed to the Commonwealth Edison Com-
pany Annual Report on Form 10-K pursuant to
such powers. x
(99)-1 Unicom Corporation's Current Report on Form
8-K dated January 27, 1995. x
(99)-2 Commonwealth Edison Company's Current Report
on Form 8-K/A-1 dated January 27, 1995. x
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Unicom and ComEd
hereby agree to furnish to the SEC, upon request, any instrument
defining the rights of holders of long-term debt of ComEd not filed as
an exhibit herein. No such instrument authorizes securities in excess
of 10% of the total assets of ComEd.
(B) REPORTS ON FORM 8-K:
None.
33
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE
To Unicom Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Unicom Corporation and subsidiary
companies incorporated by reference in this Annual Report on Form 10-K, and
have issued our report thereon dated January 27, 1995. Our report on the
financial statements includes an explanatory paragraph that describes the
Company's change in its method of accounting for postretirement health care
benefits and income taxes as discussed in Notes 13 and 14, respectively, to the
financial statements.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed on page 27, Item
14.(a), is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Chicago, Illinois
January 27, 1995
34
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE
To Commonwealth Edison Company:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Commonwealth Edison Company and subsidiary
companies incorporated by reference in this Annual Report on Form 10-K, and
have issued our report thereon dated January 27, 1995. Our report on the
financial statements includes an explanatory paragraph that describes the
Company's change in its method of accounting for postretirement health care
benefits and income taxes as discussed in Notes 13 and 14, respectively, to the
financial statements.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed on page 27, Item
14.(a), is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Chicago, Illinois
January 27, 1995
35
SCHEDULE II
UNICOM CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF DOLLARS)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
---------------------------- --------- ------------------ ---------- --------
ADDITIONS
------------------
BALANCE CHARGED
AT TO COSTS CHARGED BALANCE
BEGINNING AND TO OTHER AT END
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
---------------------------- --------- -------- -------- ---------- --------
FOR THE YEAR ENDED
DECEMBER 31, 1992
----------------------------
Reserve Deducted From Assets
in Consolidated Balance
Sheet:
Provision for uncollectible
accounts (a).............. $ 7,400 $ 5,576 $ -- $ -- $12,976
======= ======= ====== ======== =======
Other Reserves:
Estimated liabilities asso-
ciated with remediation
costs and former manufac-
tured gas plant sites..... $25,000 $ -- $ -- $ (478)(b) $24,522
======= ======= ====== ======== =======
Accumulated provision for
injuries and damages...... $66,411 $18,390 $6,090 $(26,379)(c) $64,512
======= ======= ====== ======== =======
FOR THE YEAR ENDED
DECEMBER 31, 1993
----------------------------
Reserve Deducted From Assets
in Consolidated Balance
Sheet:
Provision for uncollectible
accounts (a).............. $12,976 $(2,066) $ -- $ -- $10,910
======= ======= ====== ======== =======
Other Reserves:
Estimated liabilities asso-
ciated with remediation
costs and former manufac-
tured gas plant sites..... $24,522 $ 6,020 $ -- $ (1,020)(b) $29,522
======= ======= ====== ======== =======
Accumulated provision for
injuries and damages...... $64,512 $13,963 $7,795 $(29,536)(c) $56,734
======= ======= ====== ======== =======
FOR THE YEAR ENDED
DECEMBER 31, 1994
----------------------------
Reserve Deducted From Assets
in Consolidated Balance
Sheet:
Provision for uncollectible
accounts (a).............. $10,910 $ (190) $ -- $ -- $10,720
======= ======= ====== ======== =======
Other Reserves:
Estimated liabilities asso-
ciated with remediation
costs and former manufac-
tured gas plant sites..... $29,522 $ 5,039 $ -- $ (2,039)(b) $32,522
======= ======= ====== ======== =======
Accumulated provision for
injuries and damages...... $56,734 $20,270 $7,802 $(29,494)(c) $55,312
======= ======= ====== ======== =======
Notes:
(a) Bad debt losses, net of recoveries, and provisions for uncollectible
accounts were charged to operating expense and amounted to $33,708, $28,867
and $25,287 in 1992, 1993 and 1994, respectively.
(b) Expenditures for site investigation and cleanup costs.
(c) Payments of claims and related costs.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
36
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, IN THE CITY OF CHICAGO AND STATE OF ILLINOIS ON THE 30TH
DAY OF MARCH 1995.
UNICOM CORPORATION
James J. O'Connor
By_____________________________
James J. O'Connor, Chairman
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF
OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON THE 30TH DAY OF
MARCH 1995.
SIGNATURE TITLE
---------------------------- ---------------------
James J. O'Connor Chairman and Chief
---------------------------- Executive Officer and
James J. O'Connor Director (principal
executive officer)
John C. Bukovski
---------------------------- Vice President
John C. Bukovski (principal financial officer)
Roger F. Kovack Comptroller
---------------------------- (principal accounting officer)
Roger F. Kovack
Jean Allard* Director
James W. Compton* Director
Sue L. Gin* Director
Donald P. Jacobs* Director
Edgar D. Jannotta* Director
George E. Johnson* Director
Harvey Kapnick* Director
Byron Lee, Jr.* Director
Edward A. Mason* Director
Frank A. Olson* Director
Samuel K. Skinner* President and Director
David A. Scholz
*By____________________________
David A. Scholz,
Attorney-in-fact
[Signature page to Unicom Corporation Annual Report on Form 10-K]
37
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, IN THE CITY OF CHICAGO AND STATE OF ILLINOIS ON THE 30TH
DAY OF MARCH 1995.
COMMONWEALTH EDISON COMPANY
James J. O'Connor
By_____________________________
James J. O'Connor, Chairman
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF
OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON THE 30TH DAY OF
MARCH 1995.
SIGNATURE TITLE
---------------------------- ---------------------
James J. O'Connor
---------------------------- Chairman and Chief
James J. O'Connor Executive Officer and Director
(principal executive officer)
John C. Bukovski
---------------------------- Vice President (principal
John C. Bukovski financial officer)
Roger F. Kovack
---------------------------- Comptroller
Roger F. Kovack (principal accounting officer)
Jean Allard* Director
James W. Compton* Director
Sue L. Gin* Director
Donald P. Jacobs* Director
Edgar D. Jannotta* Director
George E. Johnson* Director
Harvey Kapnick* Director
Byron Lee, Jr.* Director
Edward A. Mason* Director
Frank A. Olson* Director
Samuel K. Skinner* President and Director
David A. Scholz
*By____________________________
David A. Scholz,
Attorney-in-fact
[Signature page to Commonwealth Edison Company Annual Report on Form 10-K]
38
EXHIBIT INDEX
The following exhibits are filed with the indicated Annual Report on Form
10-K or incorporated therein by reference. Documents indicated by an
asterisk (*) are incorporated by reference to the File No. indicated.
Documents indicated by a plus sign (+) identify management contracts or
compensatory plans or arrangements.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- ------------------------------------------------- ------ -----
(3)-1 Articles of Incorporation of Unicom effective
January 28, 1994. x
(3)-2 Restated Articles of Incorporation of ComEd ef-
fective February 20, 1985, including Statements
of Resolution Establishing Series, relating to
the establishment of three new series of ComEd
preference stock known as the "$9.00 Cumulative
Preference Stock," the "$6.875 Cumulative Pref-
erence Stock" and the "$2.425 Cumulative Prefer-
ence Stock." x
(3)-3 By-Laws of Unicom, effective January 28, 1994 as
amended through March 9, 1995. x
(3)-4 By-Laws of ComEd, effective September 2, 1988 as
amended through March 9, 1995. x
*(4)-1 Mortgage of ComEd to Illinois Merchants Trust
Company, Trustee (Continental Illinois National
Bank and Trust Company of Chicago, successor
Trustee), dated July 1, 1923, Supplemental In-
denture thereto dated August 1, 1944, and amend-
ments and supplements thereto dated, respective-
ly, August 1, 1946, April 1, 1953, April 1,
1966, November 1, 1966, December 1, 1966, March
31, 1967, April 1, 1967, February 1, 1968, July
1, 1968, October 1, 1968, February 28, 1969, May
29, 1970, January 1, 1971, June 1, 1971, May 31,
1972, June 1, 1973, June 15, 1973, October 15,
1973, May 31, 1974, July 1, 1974, June 13, 1975,
May 28, 1976, January 15, 1977, June 1, 1977 and
June 3, 1977 (File No. 2-60201, Form S-7, Ex-
hibit 2-1). x
*(4)-2 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, December 1, 1977, May
17, 1978, August 31, 1978, June 18, 1979, June
20, 1980, April 16, 1981, April 30, 1982, April
15, 1983, April 13, 1984, March 1, 1985 and
April 15, 1985 (File No. 2-99665, Form S-3, Ex-
hibit (4)-3). x
*(4)-3 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, April 15, 1986 and May
1, 1986 (File No. 33-6879, Form S-3, Exhibit
(4)-9). x
*(4)-4 Supplemental Indenture to Mortgage dated July 1,
1923 dated January 12, 1987 (File No. 33-13193,
Form S-3, Exhibit (4)-6). x
*(4)-5 Supplemental Indenture to Mortgage dated July 1,
1923 dated June 30, 1989 (File No. 33-32929,
Form S-3, Exhibit (4)-11). x
*(4)-6 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, February 15, 1990 and
June 15, 1990 (File No.
33-38232, Form S-3, Exhibits (4)-11 and (4)-12). x
*(4)-7 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, June 1, 1991, October
1, 1991 and October 15, 1991 (File No. 33-44018,
Form S-3, Exhibits (4)-12, (4)-13 and (4)-14). x
1
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- ------------------------------------------------- ------ -----
*(4)-8 Supplemental Indenture to Mortgage dated July 1,
1923 dated February 1, 1992 (File No. 1-1839,
Form 10-K for the year ended December 31, 1991,
Exhibit (4)-18). x
*(4)-9 Supplemental Indenture to Mortgage dated July 1,
1923 dated May 15, 1992 (File No. 33-48542, Form
S-3, Exhibit (4)-14). x
*(4)-10 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, July 15, 1992, Septem-
ber 15, 1992 and October 1, 1992 (File No. 33-
53766, Form S-3, Exhibits (4)-13, (4)-14 and
(4)-15). x
*(4)-11 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, February 1, 1993 and
March 1, 1993 (File No.
1-1839, Form 10-K for the year ended December
31, 1992, Exhibits (4)-14 and (4)-15). x
*(4)-12 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, April 1, 1993 and
April 15, 1993 (File No. 33-64028, Form S-3, Ex-
hibits (4)-12 and (4)-13). x
*(4)-13 Supplemental Indentures to Mortgage dated July 1,
1923 dated, respectively, June 15, 1993 and July
1, 1993 (File No. 1-1839, Form 8-K dated May 21,
1993, Exhibits (4)-1 and (4)-2). x
*(4)-14 Supplemental Indenture to Mortgage dated July 1,
1923 dated July 15, 1993 (File No. 1-1839, Form
10-Q for the quarter ended June 30, 1993, Ex-
hibit (4)-1). x
*(4)-15 Supplemental Indenture to Mortgage dated July 1,
1923 dated January 15, 1994 (File No. 1-1839,
Form 10-K for the year ended December 31, 1993,
Exhibit (4)-15). x
(4)-16 Supplemental Indenture to Mortgage dated July 1,
1923 dated December 1, 1994. x
*(4)-17 Indentures of ComEd to The First National Bank of
Chicago, Trustee (Harris Trust and Savings Bank,
successor Trustee), dated April 1, 1949, October
1, 1949, October 1, 1950, October 1, 1954, Janu-
ary 1, 1958, January 1, 1959 and December 1,
1961 (File No. 1-1839, Form 10-K for the year
ended December 31, 1982, Exhibit (4)-20). x
*(4)-18 Indenture of ComEd dated February 15, 1973 to The
First National Bank of Chicago, Trustee (LaSalle
National Bank, successor Trustee), and Supple-
mental Indenture thereto dated July 13, 1973
(File No. 2-66100, Form S-16, Exhibit (b)-2). x
*(4)-19 Indenture dated as of September 1, 1987 between
ComEd and Citibank, N.A., Trustee relating to
Notes (File No. 33-20619, Form S-3, Exhibit (4)-
13). x
*(4)-20 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated September 15, 1987 (File No.
33-20619, Form S-3, Exhibit (4)-14). x
*(4)-21 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated May 18, 1988 (File No. 33-
23036, Form S-3, Exhibit (4)-14). x
*(4)-22 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated July 14, 1989 (File No. 33-
32929, Form S-3, Exhibit (4)-16). x
2
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- ------------------------------------------------- ------ -----
*(4)-23 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated April 1, 1991 (File No. 33-
44018, Form S-3, Exhibit (4)-21). x
*(4)-24 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated April 15, 1992 (File No. 33-
48542, Form S-3, Exhibit
(4)-22). x
*(4)-25 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated July 15, 1992 (File No. 33-
53766, Form S-3, Exhibit (4)-24). x
*(4)-26 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated October 15, 1993 (File No. 1-
1839, Form 10-Q for the quarter ended September
30, 1993, Exhibit (4)-1). x
*(4)-27 Supplemental Indenture to Indenture dated Septem-
ber 1, 1987 dated April 1, 1994 (File No. 1-
1839, Form 10-Q for the quarter ended March 31,
1994, Exhibit (4)-1). x
*(4)-28 Credit Agreement dated as of October 1, 1991,
among Commonwealth Edison Company, as borrower,
the Banks named therein and the other Lenders
from time to time parties thereto, and Citibank,
N.A. (File No. 1-1839, Form 10-K for the year
ended December 31, 1991, Exhibit (4)-27). x
*(4)-29 Credit Agreement dated as of October 1, 1991,
among Commonwealth Edison Company, as borrower,
the Banks named therein and the other Lenders
from time to time parties thereto, and Citibank,
N.A. (File No. 1-1839, Form 10-K for the year
ended December 31, 1991, Exhibit (4)-28). x
*(4)-30 Letter Agreement dated as of October 4, 1993,
among Commonwealth Edison Company and certain of
the Banks party to the Credit Agreement dated as
of October 1, 1991 (File No. 1-1839, Form 10-K
for the year ended December 31, 1993, Exhibit
(4)-28). x
*(4)-31 Term Loan Agreement dated as of January 7, 1992,
between Commonwealth Edison Company, as borrow-
er, and The First National Bank of Chicago, in-
dividually and as agent (File No. 1-1839, Form
10-K for the year ended December 31, 1992, Ex-
hibit (4)-28). x
(4)-32 First Amendment to Term Loan Agreement dated as
of January 9, 1995, by and among Commonwealth
Edison Company, The First National Bank of Chi-
cago, individually and as agent, and the banks
party thereto. x
*(4)-33 Term Loan Agreement dated as of January 15, 1992,
between Commonwealth Edison Company, as borrow-
er, and Westpac Banking Corporation, Chicago
Branch, individually and as agent (File No. 1-
1839, Form 10-K for the year ended December 31,
1992, Exhibit (4)-29). x
*(4)-34 Term Loan Agreement dated as of January 16, 1992,
between Commonwealth Edison Company, as borrow-
er, and The Bank of New York, individually and
as agent (File No. 1-1839, Form 10-K for the
year ended December 31, 1992, Exhibit (4)-29). x
3
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- ------------------------------------------------- ------ -----
(4)-35 Credit Agreement dated as of November 22, 1994,
among Unicom Enterprises Inc., the Banks Named
Therein and Citibank, N.A. x
(4)-36 Guaranty dated November 22, 1994, by Unicom Cor-
poration in favor of the Lenders and LC Banks
parties to the aforementioned Credit Agreement
with Unicom Enterprises Inc. x
(4)-37 Guaranty dated November 22, 1994, by Unicom Cor-
poration in favor of Citibank, N.A. x
*(10)-1 Nuclear Fuel Lease Agreement dated as of November
23, 1993, between CommEd Fuel Company, Inc., as
Lessor, and Commonwealth Edison Company, as Les-
see (File No. 1-1839, Form 10-K for the year
ended December 31, 1993, Exhibit (10)-1). x
+*(10)-2 Unicom Corporation Long-Term Incentive Plan (File
No. 1-1839, ComEd Proxy Statement dated March
26, 1993, Exhibit A). x
+*(10)-3 Amendment to Unicom Corporation Long-Term Incen-
tive Plan, effective September 1, 1994 (File No.
33-56991, Form S-8, Exhibit (4)-4). x
+*(10)-4 1994 Long-Term Performance Unit Award for Execu-
tive and Group Level Employes Payable in 1996
under the 1993 Long-Term Incentive Plan (File
No. 1-1839, Form 10-K/A-1 for the year ended De-
cember 31, 1993, Exhibit (10)-4). x x
+*(10)-5 1994 Long-Term Performance Unit Award for Execu-
tive and Group Level Employes Payable in 1997
under the 1993 Long-Term Incentive Plan (File
No. 1-1839, Form 10-K/A-1 for the year ended De-
cember 31, 1993, Exhibit (10)-5). x x
+ (10)-6 1995 Long-Term Performance Unit Award for Execu-
tive and Group Level Employees Payable in 1998
under the Unicom Corporation Long-Term Incentive
Plan. x x
+ (10)-7 1995 Variable Compensation Award for Management
Employees under the Unicom Corporation Long-Term
Incentive Plan. x x
+ (10)-8 1995 Award to Mr. O'Connor and Mr. Skinner under
the Unicom Corporation Long-Term Incentive Plan. x x
+ (10)-9 Unicom Corporation Deferred Compensation Unit
Plan, as amended. x x
+*(10)-10 Deferred Compensation Plan (included in Article
Five of Exhibit (3)-2 above). x
+*(10)-11 Management Incentive Compensation Plan, effective
January 1, 1989 (File No. 1-1839, Form 10-K for
the year ended December 31, 1988, Exhibit (10)-
4). x
+*(10)-12 Amendments to Management Incentive Compensation
Plan, dated December 14, 1989 and March 21, 1990
(File No. 1-1839, Form 10-K for the year ended
December 31, 1989, Exhibit
(10)-5). x
+*(10)-13 Amendment to Management Incentive Compensation
Plan, dated March 21, 1991 (File No. 1-1839,
Form 10-K for the year ended December 31, 1991,
Exhibit (10)-6). x
+ (10)-14 Retirement Plan for Directors, effective Septem-
ber 1, 1994. x
4
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
--------- ------------------------------------------------- ------ -----
+*(10)-15 Retirement Plan for Directors, effective January
1, 1987 (File No. 1-1839, Form 10-K for the year
ended December 31, 1988, Exhibit (10)-5). x
+ (10)-16 Unicom Corporation Outside Director Stock Award
Plan. x
+*(10)-17 Executive Group Life Insurance Plan (File No. 1-
1839, Form 10-K for the year ended December 31,
1980, Exhibit (10)-3). x
+*(10)-18 Amendment to the Executive Group Life Insurance
Plan (File No. 1-1839, Form 10-K for the year
ended December 31, 1981, Exhibit (10)-4). x
+*(10)-19 Amendment to the Executive Group Life Insurance
Plan dated December 12, 1986 (File No. 1-1839,
Form 10-K for the year ended December 31, 1986,
Exhibit (10)-6). x
+*(10)-20 Amendment of Executive Group Life Insurance Plan
to implement program of "split dollar life in-
surance" dated December 13, 1990 (File No. 1-
1839, Form 10-K for the year ended December 31,
1990, Exhibit (10)-10). x
+*(10)-21 Commonwealth Edison Company Supplemental Manage-
ment Retirement Plan (File No. 1-1839, Form 10-K
for the year ended December 31, 1985, Exhibit
(10)-6). x
+*(10)-22 Amendment of Executive Group Life Insurance Plan
to stabilize the death benefit applicable to
participants dated July 22, 1992 (File No. 1-
1839, Form 10-K for the year ended December 31,
1992, Exhibit (10)-13). x
+*(10)-23 Letter Agreement dated December 16, 1992 between
Commonwealth Edison Company and Samuel K. Skin-
ner (File No. 1-1839, Form 10-K for the year
ended December 31, 1992, Exhibit (10)-14). x
+*(10)-24 Commonwealth Edison Company Excess Benefit Sav-
ings Plan (File No. 1-1839, Form 10-Q for the
quarter ended June 30, 1994, Exhibit (10)-2). x
(12) Statement re computation of ratios of earnings to
fixed charges and ratios of earnings to fixed
charges and preferred and preference stock divi-
dend requirements for ComEd. x
(21)-1 Subsidiaries of Unicom Corporation. x
(21)-2 Subsidiaries of Commonwealth Edison Company. x
(23)-1 Consent of experts for Unicom Corporation. x
(23)-2 Consent of experts for Commonwealth Edison
Company. x
(24)-1 Powers of attorney of Directors whose names are
signed to the Unicom Corporation Annual Report
on Form 10-K pursuant to such powers. x
5
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT UNICOM COMED
------- ------------------------------------------------- ------ -----
(24)-2 Powers of attorney of Directors whose names are
signed to the Commonwealth Edison Company Annual
Report on Form 10-K pursuant to such powers. x
(99)-1 Unicom Corporation's Current Report on Form 8-K
dated January 27, 1995. x
(99)-2 Commonwealth Edison Company's Current Report on
Form
8-K/A-1 dated January 27, 1995. x
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Unicom and ComEd
hereby agree to furnish to the SEC, upon request, any instrument
defining the rights of holders of long-term debt of ComEd not filed as
an exhibit herein. No such instrument authorizes securities in excess
of 10% of the total assets of ComEd.
6