e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-16169
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
EXELON CORPORATION
(a Pennsylvania Corporation)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
(Name of the issuer of the securities held pursuant to
the Plan and the address of its principal executive offices)
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
INDEX TO FORM 11-K
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Page No. |
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits
as of December 31, 2006 and 2005 |
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2 |
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Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006 |
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3 |
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Notes to Financial Statements |
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4-13 |
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Supplemental Schedule: |
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Schedule of Assets (Held at End of Year) as of December 31, 2006,
Schedule H, Part IV, Item 4i of Form 5500 |
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14 |
Note: |
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All other schedules of additional information required by the
Department of Labors Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they
are not applicable. |
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Exhibit Index |
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15 |
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Signatures |
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16 |
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Exhibits |
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17 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Exelon Corporation
Employee Savings Plan Committee:
We have audited the accompanying statements of net assets available for benefits of the Exelon
Corporation Employee Savings Plan (the Plan) as of December 31, 2006 and 2005, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2006.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and
the changes in net assets available for benefits for the year ended December 31, 2006, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken
as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2006, is
presented for purposes of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974,
as amended. This supplemental schedule is the responsibility of the Plans management. The
supplemental schedule has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated, in all material respects, in
relation to the basic financial statements taken as a whole.
WASHINGTON, PITTMAN & McKEEVER, LLC
Chicago, Illinois
June 11, 2007
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
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2006 |
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2005 |
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ASSETS |
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INVESTMENTS: |
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Investments at Current Value: |
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Exelon Corporation Common Stock |
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$ |
338,803,622 |
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$ |
304,616,494 |
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Registered Investment Companies |
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2,017,523,775 |
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1,788,968,525 |
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Short-term and Collective Investment Trust Funds |
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1,068,292,006 |
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967,335,034 |
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Participant Loans |
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70,813,317 |
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69,098,805 |
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3,495,432,720 |
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3,130,018,858 |
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Investment Contracts at Contract Value |
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1,135,461 |
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Total
Investments |
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3,495,432,720 |
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3,131,154,319 |
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RECEIVABLES: |
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Accrued Dividends and Interest |
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19,122 |
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11,037 |
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Accrued Employee Contributions |
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3,476,801 |
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3,198,687 |
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Accrued Employer Contributions |
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1,775,489 |
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1,680,749 |
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Due from Broker for Securities Sold |
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295,246 |
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Other Receivables |
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223,128 |
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473,448 |
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Total
Receivables |
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5,494,540 |
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5,659,167 |
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TOTAL ASSETS |
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3,500,927,260 |
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3,136,813,486 |
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LIABILITIES |
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Due to Broker for Securities Purchased |
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1,795,692 |
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Accrued Administrative Expenses and Other
Liabilities |
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1,532,546 |
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1,146,383 |
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TOTAL LIABILITIES |
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1,532,546 |
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2,942,075 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
3,499,394,714 |
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$ |
3,133,871,411 |
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The accompanying Notes are an integral part of these Financial Statements.
2
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
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2006 |
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ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: |
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INVESTMENT INCOME: |
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Dividends on Exelon Corporation Common Stock |
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$ |
9,036,275 |
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Income from Registered Investment Companies and
Collective Investment Trust Funds |
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130,526,569 |
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Income from Participant Loans |
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4,738,790 |
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Net Appreciation of Investments |
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241,434,633 |
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Total Investment Income |
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385,736,267 |
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CONTRIBUTIONS: |
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Employees |
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121,616,158 |
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Employers |
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59,737,225 |
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Rollovers |
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3,595,873 |
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Total Contributions |
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184,949,256 |
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TOTAL ADDITIONS |
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570,685,523 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: |
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Withdrawals by Participants |
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197,023,107 |
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Dividend Distributions |
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9,036,275 |
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Administrative Expenses |
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1,431,004 |
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TOTAL DEDUCTIONS |
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207,490,386 |
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NET INCREASE BEFORE TRANSFERS |
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363,195,137 |
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NET ASSETS TRANSFERRED FROM OTHER PLANS |
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2,328,166 |
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NET INCREASE AFTER TRANSFERS |
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365,523,303 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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BEGINNING OF YEAR |
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3,133,871,411 |
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END OF YEAR |
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$ |
3,499,394,714 |
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The accompanying Notes are an integral part of these Financial Statements.
3
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description. The following description of the Exelon Corporation Employee
Savings Plan (the Plan) is provided for general information purposes only. The official text of
the Plan, as amended, should be read for more complete information.
a. General. The Plan was established by Commonwealth Edison Company, effective March
1, 1983, to provide a systematic savings program for eligible employees and to supplement such
savings with employer contributions. On March 30, 2001, the Commonwealth Edison Employee Savings
and Investment Plan was combined with the PECO Energy Company Employee Savings Plan to become the
Exelon Corporation Employee Savings Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA), and the Internal Revenue Code of
1986, as amended (the Code).
The Plan provides that any regular employee of Exelon Corporation (Exelon or the
Corporation) and any other affiliated company that adopts the Plan (the Companies) with the
consent of the Corporation is eligible to elect to participate in the Plan. There were 23,561 and
24,128 Plan participants at December 31, 2006 and 2005, respectively.
The Corporation is the sponsor of the Plan. The Corporations Director of Employee Benefit
Plans and Programs is the administrator of the Plan (the Plan Administrator). The Plan
Administrator has the responsibility for day-to-day administration of the Plan. An investment
committee (the Investment Committee) appointed by the Risk Oversight Committee of the
Corporations Board of Directors is responsible for the selection and retention of the Plans
investment options and any investment manager which may be appointed under the Exelon Corporation
Employee Savings Plan trust (the Trust). Fidelity Management Trust Company is the Plan trustee
(the Trustee) and Fidelity Employer Services Company is the Plan recordkeeper.
b. Contributions. The Plan permits salaried, non-represented hourly employees and
employees represented by IBEW Local 614 to contribute between 1% and 50% of their normal base pay
each pay period on a pre-tax basis, an after-tax basis, a Roth basis or a combination of the three.
For Exelon subsidiaries that have adopted the Plan on behalf of their
salaried, non-represented hourly
employees and employees represented by IBEW Local 614, the Companies match contributions at a rate
of 100% of the first 5% of contributions (whether pre-tax, after-tax, or Roth).
The Plan permits employees represented by IBEW Local 15 to contribute between 1% and 15% of
the sum of their normal base pay plus certain overtime on a pre-tax basis and between 1% and 10% on
an after-tax basis. Although the Plan permits contributions of up to 15% of base pay on a pre-tax
basis and up to 10% of base pay on an after-tax basis, the combined maximum employee contributions
may not exceed 20%. For subsidiaries of the Corporation that have adopted the Plan on behalf of
their IBEW Local 15 employees, the Companies match contributions at a rate of 100% of the first 2%
contributed, 84% of the following 1% contributed, 83% of the following 2% contributed and 25% of
the following 1% contributed.
4
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
The Plan permits employees represented by UWA Local 369 to contribute between 1% and 50% of
their normal base pay and scheduled overtime pay for each pay period on a pre-tax basis, an
after-tax basis, a Roth basis or a combination of the three. For Exelon subsidiaries that have
adopted the Plan, the Company match contribution for employees represented by UWA Local 369 is 100%
of the first 3% of pre-tax contributions if the employee has more than 12 months of service. No
company match is provided during the first six months of service and the match is 50% of the first
3% of pre-tax contributions between 6 and 12 months of service. Based on the collective bargaining
agreement effective January 31, 2007, the Company match contribution for this group will increase
to a rate of 100% of the first 5% of contributions (whether pre-tax, after-tax, or Roth) effective
January 1, 2008.
Effective August 1, 2002, during any calendar year in which a participant attains age 50 or
older, he or she may elect to make additional pre-tax contributions, called catch-up
contributions to the Plan. In order to be eligible to make catch-up contributions, the participant
must anticipate that his or her pre-tax contributions to the Plan will reach the applicable annual
Internal Revenue Service (IRS) limit on that type of contribution or be contributing at the
maximum base pay level.
Effective
with the first pay period on or after June 1, 2006, salaried,
non-represented hourly employees and
employees represented by IBEW Local 614 and UWA Local 369 can elect to make some or all of their
contributions as Roth contributions, which are made after-tax and are included in current taxable
income. Roth earnings and distributions are tax-free if they are part of a qualified
distribution. A Roth distribution is qualified in the event of either retirement or termination,
and earnings can be withdrawn tax-free as long as five tax years have passed since the date of the
first Roth 401(k) contribution, and the participant has attained at least age 59 1/2. In the event
of death, beneficiaries may be able to receive distributions tax-free if the participants death
(and the distributions) occurred at least five tax years after the participant began making Roth
contributions. In the event of disability, the participants earnings can be withdrawn tax-free if
five tax years have passed since the date of the first Roth 401(k) contribution.
c. Investment Options. The Plan investments are fully participant-directed, and the
Plan is intended to satisfy Section 404(c) of ERISA. The investment options provided under the
Plan are described as follows:
The Exelon Corporation Stock Fund is required to be invested in Exelon Corporation common
stock, except for short-term investments necessary to meet the Funds liquidity needs. The actual
amount of short-term investments on any given business day will vary with the amount of cash
awaiting investment and participant activity of the fund (contributions, redemptions, exchanges and
withdrawals).
The UBS Diversified Fund Class A is a global balanced asset allocation collective fund.
The fund is a broadly diversified portfolio of stocks, bonds, real estate and private market
investments in the United States and a broad range of other countries, including a small allocation
in emerging markets. The fund is invested in the Multi-Asset Portfolio offered through UBS Global
Asset Management Trust Company and UBS Global Asset Management. The fund is actively managed
within an asset allocation framework that encompasses the full range of market, currency and
security exposures within the world capital markets.
5
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
The Fidelity Managed Income Portfolio II Class 3 (MIP II), managed by the Trustee,
invests in investment contracts offered by major insurance companies and other approved financial
institutions and in certain types of fixed income securities. A small portion of MIP II is
invested in a money market fund to provide daily liquidity. Other investment contracts (wrap
contracts) are purchased in conjunction with an investment in MIP II in fixed income securities,
which may include United States treasury bonds, corporate bonds or mortgage-backed securities and
bond funds.
The Fidelity Growth Company Fund is a mutual fund invested primarily in common stock of
companies with earnings or gross sales that indicate the possibility for above-average growth.
These may be companies of any size and may include newly established companies and less well-known
companies in emerging areas of the economy.
The Fidelity Low-Priced Stock Fund is a growth mutual fund. It seeks capital appreciation and
invests mainly in U.S. and foreign low-priced stocks that may be undervalued, overlooked or out of
favor. Generally, low-priced is considered $35 or less at time of purchase. These often are
stocks of smaller, less well-known companies. This fund has a redemption fee of 1.5% on shares
held less than 90 days. Fidelity closed the fund to new investors on July 30, 2004.
The Fidelity Dividend Growth Fund is a growth mutual fund that seeks capital growth. This
fund looks for growth opportunities in companies that have the potential for increasing their
dividends or for commencing dividend payouts, if none are currently paid. This fund invests mainly
in common and preferred stocks and securities convertible into common stocks.
The Fidelity Contrafund is a growth mutual fund that seeks to provide capital appreciation.
The fund invests primarily in common stocks of domestic and foreign issuers. The fund invests in
securities of companies whose value the manager believes is not fully recognized by the public.
The Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class A is a
growth-oriented mutual fund that invests in stocks of companies domiciled outside the United
States. It tries to increase the value of investments over the long term through growth of capital
by investing primarily in equity securities of companies domiciled in developed markets outside of
the United States.
The Legg Mason Value Trust Fund Institutional Class is a large-cap equity mutual fund that
uses the value approach to investing. This fund invests in stocks that the advisor believes are
undervalued and, therefore, offer above-average potential for capital appreciation.
The PIMCO Total Return Fund Institutional Class is an income mutual fund with the goal to
provide a high total return that exceeds general bond market indices. The fund invests in all
types of bonds, including U.S. government, corporate, mortgage and foreign. While the fund
maintains an average portfolio duration of three to six years (approximately equal to an average
maturity of five to twelve years), investments may also include short- and long-maturity bonds.
6
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
The T. Rowe Price Capital Appreciation Fund is a growth mutual fund that seeks to maximize
long-term capital appreciation by investing primarily in equities. The fund invests primarily in
common stocks and the fund may hold fixed income and other securities to help preserve principal
value in uncertain declining markets. The fund invests primarily in the common stocks of
established U.S. companies believed to have above-average potential for capital growth.
The T. Rowe Price High Yield Fund is an income mutual fund with the goal to provide high
current income and, secondarily, capital appreciation. The fund normally invests at least 80% of
its total assets in a diversified portfolio of high-yield corporate, or junk bonds, income
producing convertible securities and preferred stocks. The dollar-weighted average maturity
generally is expected to be in the 6 to 10 year range.
The BGI Extended Equity Market Fund Class K is a fund managed by Barclays Global
Investors, N.A. that invests in small and mid-sized U.S. stocks. The fund invests in stocks that
comprise the BGI Extended Market Index (Index). The fund will invest in these types of
investments in approximately the same proportion as the Index. The Index is an unmanaged, market
capitalization weighted index of approximately 6,500 U.S. equity securities. It includes most of
the stocks in the Wilshire 5000 except for those included in the S&P 500.
The BGI Equity Index Fund Class T is a growth and income commingled fund managed by
Barclays Global Investors, N.A. that invests primarily in the broadly diversified common stocks of
the 500 companies that make up the S&P 500. The fund holds each stock in the same proportion in
which it is represented in the index, which means it is weighted by stock price times shares
outstanding. Stocks are selected based on the composition of the index rather than according to
subjective opinions about individual companies or industries.
The BGI EAFE Equity Index Fund Class K is a fund managed by Barclays Global Investors,
N.A. that invests in stocks that comprise the Morgan Stanley Capital International EAFE (Europe,
Australasia, Far East) Index. The fund will invest in these types of investments in approximately
the same proportion as the EAFE Index. The EAFE Index is an unmanaged index representing over
1,000 companies within 20 developed countries.
The BGI U.S. Debt Index Fund Class K is a fund managed by Barclays Global Investors, N.A.
that invests in bonds within the U.S. The fund invests in investment-grade securities with
maturities of at least one year, including U.S. Treasury and U.S. agency securities, corporate
bonds, asset-backed and mortgage-backed securities. The fund will invest in these types of
investments in approximately the same proportion as the Lehman Brothers Aggregate Bond Index. This
index is a broad unmanaged index that measures the aggregate performance of the U.S. market for
investment-grade bonds.
The American Beacon Large Cap Value Fund Institutional Class is a fund managed by American
Beacon Advisors, Inc., that seeks to provide long-term capital appreciation and current income.
The fund invests at least 80% of the funds net assets in equity securities of large market
capitalization companies. These companies generally will have capitalizations similar to market
capitalizations of companies in the Russell 1000 Index at the time of investment. The fund seeks
to identify securities that the sub-advisors believe to be undervalued.
7
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
The Pennsylvania Mutual Fund Investment Class is a fund managed by Royce and Associates,
LLC, which seeks to provide long-term capital growth. The fund primarily invests in a broadly
diversified portfolio of equity securities issued by both small and micro-cap companies that it
believes are trading significantly below its estimate of their current worth.
The Vanguard Target Retirement Funds are asset allocation funds managed by the Vanguard Group
that invest in a collection of other Vanguard index mutual funds. The allocation strategy among
the underlying funds with a target retirement date is based on the number of years until a
participants retirement. For funds with a target retirement date, the funds asset allocation will
become more conservative over time.
The Vanguard Target Retirement Income Fund seeks to provide current income and some capital
appreciation. The fund invests in other Vanguard mutual funds according to an asset allocation
strategy designed for investors currently in retirement.
The Vanguard Target Retirement 2005 Fund seeks to provide growth of capital and current
income. The fund invests in other Vanguard mutual funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2005.
The Vanguard Target Retirement 2015 Fund seeks to provide growth of capital and current
income. The fund invests in other Vanguard mutual funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2015.
The Vanguard Target Retirement 2025 Fund seeks to provide growth of capital and current
income. The fund invests in other Vanguard mutual funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2025.
The Vanguard Target Retirement 2035 Fund seeks to provide growth of capital and current
income. The fund invests in other Vanguard mutual funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2035.
The Vanguard Target Retirement 2045 Fund seeks to provide growth of capital and current
income. The fund invests in other Vanguard mutual funds according to an asset allocation strategy
designed for investors planning to retire in or within a few years of 2045.
d. Discontinued Funds. Each year, the Investment Committee comprehensively reviews
the investment options provided under the Plan, and provides recommendations to the Corporation as
to whether any funds should be discontinued. Based on these reviews, Exelon discontinued offering
the following funds:
The Fidelity Freedom Income Fund was discontinued as of December 30, 2005. The assets were
transferred to the Vanguard Target Retirement Income Fund.
The Fidelity Freedom 2000 Fund was discontinued as of December 30, 2005. The assets were
transferred to the Vanguard Target Retirement 2005 Fund.
8
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
The Fidelity Freedom 2010 Fund was discontinued as of December 30, 2005. The assets were
transferred to the Vanguard Target Retirement 2015 Fund.
The Fidelity Freedom 2020 Fund was discontinued as of December 30, 2005. The assets were
transferred to the Vanguard Target Retirement 2025 Fund.
The Fidelity Freedom 2030 Fund was discontinued as of December 30, 2005. The assets were
transferred to the Vanguard Target Retirement 2035 Fund.
The Fidelity Freedom 2040 Fund was discontinued as of December 30, 2005. The assets were
transferred to the Vanguard Target Retirement 2045 Fund.
The BGI Money Market Fund was discontinued as of December 30, 2005. The assets were
transferred to the Managed Income Fund.
e. Participant Loans. A participant may, upon application, borrow from the Plan.
Only one loan is permitted to a participant in any calendar year (with a maximum of five loans
outstanding at any time) and the loan shall not be less than $1,000. The aggregate amount of all
outstanding loans may not exceed the lesser of (i) 50% of a participants vested balance in the
Plan or (ii) $50,000 minus the excess of the highest outstanding balance of all loans from the
Plan to the participant during the previous 12-month period over the outstanding balance of all
loans from the Plan to the participant on the day the loan is made. For a general-purpose loan,
the maximum period is five years. For a home loan, the maximum term is fifteen years and the
minimum is five years. The interest rate on all loans is the prime rate for commercial loans plus
1%. No lump-sum or installment distribution from the Plan will be made to a participant who has
received a loan, or to a beneficiary of any such participant, until the loan, including interest,
has been repaid out of the funds otherwise distributable.
f. Vesting of Participants Accounts. A participants accounts are fully vested at
all times.
g. Withdrawals by Participants While Employed. A participant may withdraw up to the
entire balance of the participants after-tax contributions account once each calendar year. After
making such a withdrawal, the participant must wait six months before making a new election to
resume contributions to the Plan. A participant may also withdraw up to an amount equal to the
balance in his or her rollover account.
A participant may make withdrawals from the participants before-tax contributions, but only
if the participant has attained age 59 1/2 or, prior to that age, only in an amount required to
alleviate financial hardship as defined in the Code and regulations there under. Financial
hardship withdrawals from a before-tax contributions account suspend the participants right to
make contributions to the Plan for six months.
While any loan to the participant remains outstanding, the amount available for withdrawal
shall be the balance in such account less the balance of all outstanding loans.
9
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
h. Distributions upon Termination of Employment. Upon termination of employment,
retirement, total disability or death of a participant, distribution of the balances of the
participants after-tax contributions account, before-tax contributions account, rollover account
and employer matching contributions account is made to the participant or, in the event of the
participants death, to the participants designated beneficiary or beneficiaries. Such
distribution will be made, as elected by the participant, in the form of either a lump-sum payment
or in substantially equal annual installments over a period not exceeding the lesser of 15 years or
the life expectancy of the participant or beneficiary, as the case may be. A participant may elect
to defer distributions until age 70-1/2. If the value of a participants account is greater than
$1,000 (effective March 28, 2005), the participant can leave his or her account in the plan.
Distributions will be taxed as ordinary income in the year withdrawn and may also be subject to an
early withdrawal penalty if taken before age 59 1/2, unless eligible rollover distributions are
rolled over to another qualified plan or an Individual Retirement Account (IRA). A 20% mandatory
federal income tax withholding applies to withdrawals that are eligible for rollover, but which are
not directly rolled over to another qualified plan or an IRA.
i. Administrative Expenses. A participants account balance will be charged with a
proportionate share of the general expenses of administering the Plan. The account balance will
also be charged with a proportionate share of any applicable fees and expenses attributable to the
investment funds in which the account is invested.
There are currently no account maintenance fees. However, participants are charged fund
management fees. These fees are generally reflected as a reduction to the gross earnings of the
investment options before the allocation of those earnings to the participants accounts in each of
the funds. With respect to the UBS Diversified Fund, the
fund management fees are allocated proportionately to the participant accounts that are invested in
these funds and subtracted from each participants account rather than being reflected as a
reduction to the gross earnings for these funds.
Certain other fees or expenses may be charged directly to a participants account based on
certain Plan transactions. These fees and expenses may include: loan initiation and maintenance
fees, redemption fees imposed under funds that have short-term trading limits, the expense related
to a Qualified Domestic Relations Order (QDRO) and the cost of participant requested expedited
mailing of loans or withdrawals.
j. Participant Accounts. Each participants account is credited with the
participants contribution and allocations of (i) the Companies contributions and (ii) Plan
earnings, and charged with an allocation of administrative expenses. Allocations are based on
participant elections or account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participants vested account.
k. Employee Stock Ownership Plan. If a participant invests any portion of his or her
account in the Exelon Corporation Stock Fund and is eligible to receive dividend distributions from
the Plan, then effective January 1, 2002, the participant is deemed to have elected to have the
dividends reinvested in the Exelon Corporation Stock Fund. If the participant prefers to receive
any such dividends in cash, he or she can so elect by contacting the Plan recordkeeper. Dividends
distributed to the participant in cash from the Plan are subject to income tax as a dividend.
10
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies.
a. General. The Plan follows the accrual method of accounting for recording
contributions from participants and employers, income from investments, purchases and sales of
investments and administrative expenses. Withdrawals are recorded when paid.
b. Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the Plan
Administrator to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
c. Investment Valuation and Income Recognition. The Plan presents in the statement
of changes in net assets available for benefits the net appreciation in the fair value of its
investments, which consists of the realized gain (loss) on the sale of securities and the
unrealized appreciation (depreciation) in the fair value of investments.
Investments in Exelon Corporation Common Stock are valued at the closing sales price as
reported on New York Stock Exchange.
Short-term investments held by various institutional funds of the UBS Global Asset Management
Trust Company are stated at cost, which approximates current value. Investments in certain of the
various funds that make up the UBS Multi-Asset Portfolio are valued
at the latest reported sales
price on the valuation date used for securities traded on United States and foreign stock
exchanges. Investments valued in foreign currencies are converted into U.S. dollars based on
quoted foreign exchange rates on that date and are valued at the latest quoted bid price or at
estimated current value as determined by the fund trustee.
Investments
of registered securities are valued at the last sales price or, if no
sales price is
available, at the closing bid price. Short-term securities maturing within sixty days of their
purchase date are valued at amortized cost or original cost plus accrued interest, both of which
approximate current value.
Participant
loans are valued at cost, which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
3. Net Appreciation of Investments. During 2006, the Plans investments (including gains
and losses on investments bought and sold, as well as held during the year) appreciated in value as
follows:
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
Exelon Corporation Common Stock |
|
$ |
57,701,969 |
|
Registered Investment Companies |
|
|
95,013,961 |
|
Collective Investment Trust Funds |
|
|
88,718,703 |
|
|
|
|
|
|
|
|
$ |
241,434,633 |
|
|
|
|
|
|
11
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
4. Investments. The current values of the Plans investments at December 31, 2006 and
2005, which represent 5% or more of the Plans net assets, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
Fidelity Managed Income Portfolio II |
|
$ |
405,863,191 |
|
|
$ |
393,490,532 |
|
UBS Diversified Fund |
|
|
261,603,715 |
|
|
|
234,431,220 |
|
Exelon Corporation Common Stock |
|
|
338,803,622 |
|
|
|
304,616,494 |
|
Fidelity Growth Company Fund |
|
|
319,880,791 |
|
|
|
311,095,840 |
|
BGI Equity Index Fund |
|
|
306,440,021 |
|
|
|
283,510,210 |
|
Legg Mason
Value Trust Fund |
|
|
319,270,174 |
|
|
|
336,920,628 |
|
Fidelity Contrafund |
|
|
335,812,815 |
|
|
|
288,189,512 |
|
Fidelity
Low-Priced Stock Fund |
|
|
215,613,888 |
|
|
|
194,878,724 |
|
5. Investments in Derivative Financial Instruments. The UBS Multi-Asset Portfolio and
some of the funds in which it invests participate in various equity index futures contracts and
foreign currency contracts. The assets of this fund are invested in equities, bonds, real estate,
derivatives and venture capital. A futures contract is an agreement involving the delivery of a
particular asset on a specified future date at an agreed upon price. Risks of entering into
futures contracts include the possibility that there may be an illiquid market and that changes in
the value of the contracts may not correlate with changes in the value of the underlying
securities. Open futures contracts are valued at the settlement price established each day on the
exchange on which they are traded. These contracts are marked to market daily with the resulting
gain or loss included in the net realized gain or loss from futures contracts.
A forward foreign exchange contract is a commitment to purchase or sell a foreign currency at
a future date at a negotiated forward rate. Risks associated with such contracts include movement
in the value of the foreign currency relative to the U.S. dollar and the ability of the
counterparty to perform. The contracts are valued at foreign exchange rates and the changes in
value of open contracts are recognized as unrealized appreciation/depreciation. The realized gain
or loss on forward currency contracts represents the difference between the value of the original
contracts and the closing value of such contracts.
Similarly, some or all of the Fidelity funds, Vanguard funds, the Morgan Stanley International
Equity Portfolio and the BGI EAFE Equity Index Fund may use (i) foreign currency contracts to
facilitate transactions in foreign securities and to manage the funds currency exposure and (ii)
futures and options contracts to manage its exposure to the stock and bond markets and to
fluctuations in the interest rates and currency values. Such funds also may invest in indexed
securities whose values are linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other underlying instruments.
12
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS (CONCLUDED)
6. Risks and Uncertainties. The Plan provides for various investment options in several
investment securities and instruments, including common stock of Exelon Corporation. Investment
securities are exposed to various risks, such as interest, market and credit risk. Due to the
level of risks associated with certain investment securities and the level of uncertainty related
to changes in the value of investment securities, it is at least reasonably possible that changes
in risks and values in the near term would materially affect participants account balances and the
amounts reported in the statement of net assets available for benefits and the statement of changes
in net assets available for benefits. No collateral or other security is required by the Trustee
to collateralize these financial statements.
7. Income Tax Status. The Plan obtained its latest determination letter on June 1, 2004
in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. The Plan is qualified under Section
401(a) and 401(k) of the Code. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator and the Plans tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable requirements of the
Code. Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement date.
8. Plan Termination. The Plan may be amended, modified or terminated by the Corporation
at any time, subject to certain rights of participants under the Plan. The Plan may also be
terminated if the IRS disqualifies the Plan. Termination of the Plan with respect to a
participating employer may occur if there is no successor employer in the event of dissolution,
merger, consolidation or reorganization of such employer company. In the event of full or partial
termination of the Plan, assets of affected participants of the terminating employer or employers
shall remain 100% vested and distributable at fair market value in the form of cash, securities or
annuity contracts, in accordance with the provisions of the Plan. The Corporation has no current
intentions of terminating the Plan.
9. Related-Party Transactions. Investment options in the Plan include mutual funds
managed by the Trustee. Also, the Plan holds shares of Exelon Corporation common stock. These
transactions qualify as exempt party-in-interest transactions. There have been no known prohibited
transactions with a party-in-interest.
10. Plan Transfers. In 2006, there were total transfers to the Plan of $2,328,166
($781,131 from the AmerGen Employee Savings Plan for TMI and Oyster Creek Bargaining Employees and
$1,547,035 from the AmerGen Employee Savings Plan for Clinton Bargaining Employees).
11. Savings Plan Claim. On September 11, 2006, five individuals claiming to be
participants in the Plan filed a putative class action lawsuit in the United States District Court
for the Northern District of Illinois. The complaint names as defendants Exelon, its Director of
Employee Benefit Plans and Programs, the Employee Savings Plan Investment Committee, the
Compensation and the Risk Oversight Committees of Exelons Board of Directors and members of those
committees. The complaint alleges that the defendants breached fiduciary duties under ERISA by,
among other things, permitting excessive fees and expenses to be incurred by the Plan and failing
to disclose purported revenue sharing arrangements among the Plans service providers. The
plaintiffs seek declaratory, equitable and monetary relief on behalf of the Plan and participants, including
alleged investment losses. On February 21, 2007 the district court granted the defendants motion
to strike the plaintiffs claim for investment losses.
13
EXELON CORPORATION EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
Schedule H, Part IV, Item 4i of Form 5500
Employer Identification Number 23-2990190, Plan Number 003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of Shares or |
|
|
|
|
|
|
|
Current |
|
No. of Units |
|
Description |
|
Cost ** |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCKS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
5,474,287 |
|
|
shares |
|
Exelon Corporation Common Stock |
|
|
|
|
|
$ |
338,803,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT-TERM AND COLLECTIVE INVESTMENT TRUST FUNDS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds |
|
|
|
|
|
|
|
|
* |
|
|
4,727,726 |
|
|
units |
|
FMTC Institutional Cash Portfolio |
|
|
|
|
|
|
4,727,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Investment Trust Funds |
|
|
|
|
|
|
|
|
|
|
|
128,966 |
|
|
units |
|
UBS Diversified Fund Class A |
|
|
|
|
|
|
261,603,715 |
|
|
|
|
6,962,963 |
|
|
units |
|
BGI Equity Index Fund Class T |
|
|
|
|
|
|
306,440,021 |
|
|
|
|
1,789,536 |
|
|
units |
|
BGI EAFE Equity Index Fund Class K |
|
|
|
|
|
|
43,915,204 |
|
|
|
|
968,275 |
|
|
units |
|
BGI Extended Equity Market Fund Class K |
|
|
|
|
|
|
39,050,529 |
|
|
|
|
309,941 |
|
|
units |
|
BGI U.S. Debt Index Fund Class K |
|
|
|
|
|
|
6,691,620 |
|
* |
|
|
405,863,191 |
|
|
units |
|
Fidelity Managed Income Portfolio II Class 3 |
|
|
|
|
|
|
405,863,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,063,564,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-term and Collective Investments |
|
|
|
|
|
|
1,068,292,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGISTERED INVESTMENT COMPANIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
5,150,503 |
|
|
shares |
|
Fidelity Contrafund |
|
|
|
|
|
|
335,812,815 |
|
* |
|
|
4,588,736 |
|
|
shares |
|
Fidelity Growth Company Fund |
|
|
|
|
|
|
319,880,791 |
|
* |
|
|
4,952,087 |
|
|
shares |
|
Fidelity Low-Priced Stock Fund |
|
|
|
|
|
|
215,613,888 |
|
* |
|
|
4,939,437 |
|
|
shares |
|
Fidelity Dividend Growth Fund |
|
|
|
|
|
|
156,481,370 |
|
|
|
|
459,304 |
|
|
shares |
|
Vanguard Target Retirement Income Fund |
|
|
|
|
|
|
4,914,552 |
|
|
|
|
552,411 |
|
|
shares |
|
Vanguard Target Retirement 2005 Fund |
|
|
|
|
|
|
6,336,151 |
|
|
|
|
3,322,187 |
|
|
shares |
|
Vanguard Target Retirement 2015 Fund |
|
|
|
|
|
|
41,394,444 |
|
|
|
|
4,367,389 |
|
|
shares |
|
Vanguard Target Retirement 2025 Fund |
|
|
|
|
|
|
56,950,754 |
|
|
|
|
2,161,871 |
|
|
shares |
|
Vanguard Target Retirement 2035 Fund |
|
|
|
|
|
|
29,985,153 |
|
|
|
|
647,275 |
|
|
shares |
|
Vanguard Target Retirement 2045 Fund |
|
|
|
|
|
|
9,268,972 |
|
|
|
|
10,207,289 |
|
|
shares |
|
PIMCO Total Return Fund Institutional Class |
|
|
|
|
|
|
105,951,657 |
|
|
|
|
8,211,681 |
|
|
shares |
|
T. Rowe Price Capital Appreciation Fund |
|
|
|
|
|
|
169,324,859 |
|
|
|
|
5,180,916 |
|
|
shares |
|
T. Rowe Price High Yield Fund |
|
|
|
|
|
|
36,473,645 |
|
|
|
|
6,772,411 |
|
|
shares |
|
Morgan Stanley International Equity Portfolio Class A |
|
|
|
|
|
|
139,376,221 |
|
|
|
|
3,505,389 |
|
|
shares |
|
Pennsylvania Mutual Fund Investment Class |
|
|
|
|
|
|
40,557,348 |
|
|
|
|
1,256,021 |
|
|
shares |
|
American Beacon Large Cap Value Fund Institutional Class |
|
|
|
|
|
|
29,930,981 |
|
|
|
|
3,948,432 |
|
|
shares |
|
Legg Mason Value Trust Institutional Class Fund |
|
|
|
|
|
|
319,270,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Registered Investment Companies |
|
|
|
|
|
|
2,017,523,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOANS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loans (7.50% - 9.25%) |
|
|
|
|
|
|
70,813,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS |
|
|
|
|
|
$ |
3,495,432,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
A party-in-interest to the Plan. |
|
** |
|
Cost has been omitted as investments are participant directed. |
14
EXHIBIT INDEX
Exhibit filed with Form 11-K for the year ended December 31, 2006:
|
|
|
Exhibit Number |
|
Description of Exhibit |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Exelon Corporation Employee Savings Plan
|
|
Date: June 21, 2007
|
|
|
|
/s/ William Bergman
|
|
|
William Bergman |
|
|
Plan Administrator |
|
16