SEC Comment Letter for EXELON CORP (EXC) (CIK 0001109357) (EXC) — Mar 29, 2007
EXELON CORP (EXC) (CIK 0001109357)
Date: March 29, 2007 · CIK: 0001109357 · Accession: 0000000000-07-015843
AI Filing Summary & Sentiment
File numbers found in text: 333-85496
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561 DIVISION OF CORPORATION FINANCE VIA FACSIMILE AND U.S. MAIL March 29, 2007 Mr. Matthew F. Hilzinger Senior Vice President and Corporate Controller Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, IL 60680-5379
Re: Exelon Corporation, File No. 1-16169 Exelon Generation Company, LLC, File No. 333-85496 Commonwealth Edison Company, File No. 1-1839 PECO Energy Company, File No. 0-16844 Form 10-K for Fiscal Ye ar Ended December 31, 2006 Filed February 13, 2007
Dear Mr. Hilzinger:
We have reviewed your filings and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your docum ent. Where indicated, we think you should revise your disclosures in futu re filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Matthew F. Hilzinger Exelon Corporation March 29, 2007 Page 2 of 3 Form 10-K for Fiscal Year Ended December 31, 2006
Note 4. Regulatory Issues, page 210 1. Please disclose your authorized return on rate base for each subsidiary, as applicable.
Note 14. Retirement Benefits, page 263
2. Please explain to us and disclose how you calculate the market related value of plan assets as that term is defined in SFAS 87. Since there is an alternative to how you can calculate this item, and it has a direct effect on pension expense, we believe you should disclose how you determine this amount in accordance with paragraph 12 of APB 22.
Note 18. Commitments and Contingencies, page 278
Fund Transfer Restrictions, page 294 3. In light of the dividend restrictions placed on Generation, ComEd and PECO, please explain to us in detail how you concluded that you are not required to provide Schedule I. Refer to Rule s 5-04 and 12-04 of Regulation S-X.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a response letter that keys your responses to our comments and provide s any requested information. Detailed response letters greatly facil itate our review. Please submit your response letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Mr. Matthew F. Hilzinger Exelon Corporation March 29, 2007 Page 3 of 3
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3849 with any other questions.
S i n c e r e l y ,
J i m A l l e g r e t t o Senior Assistant Chief Accountant
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
DIVISION OF
CORPORATION FINANCE
VIA FACSIMILE AND U.S. MAIL
March 29, 2007
Mr. Matthew F. Hilzinger
Senior Vice President and Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, IL 60680-5379
Re: Exelon Corporation, File No. 1-16169
Exelon Generation Company, LLC, File No. 333-85496
Commonwealth Edison Company, File No. 1-1839
PECO Energy Company, File No. 0-16844
Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 13, 2007
Dear Mr. Hilzinger:
We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your docum ent. Where indicated, we
think you should revise your disclosures in futu re filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may or may not raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Matthew F. Hilzinger
Exelon Corporation
March 29, 2007 Page 2 of 3
Form 10-K for Fiscal Year Ended December 31, 2006
Note 4. Regulatory Issues, page 210
1. Please disclose your authorized return on rate base for each subsidiary, as
applicable.
Note 14. Retirement Benefits, page 263
2. Please explain to us and disclose how you calculate the market related value of
plan assets as that term is defined in SFAS 87. Since there is an alternative to
how you can calculate this item, and it has a direct effect on pension expense, we
believe you should disclose how you determine this amount in accordance with paragraph 12 of APB 22.
Note 18. Commitments and Contingencies, page 278
Fund Transfer Restrictions, page 294
3. In light of the dividend restrictions placed on Generation, ComEd and PECO,
please explain to us in detail how you concluded that you are not required to
provide Schedule I. Refer to Rule s 5-04 and 12-04 of Regulation S-X.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a response letter that keys
your responses to our comments and provide s any requested information. Detailed
response letters greatly facil itate our review. Please submit your response letter on
EDGAR. Please understand that we may have additional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
Mr. Matthew F. Hilzinger
Exelon Corporation
March 29, 2007 Page 3 of 3
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters. Please
contact me at (202) 551-3849 with any other questions.
S i n c e r e l y ,
J i m A l l e g r e t t o
Senior Assistant Chief Accountant