XML 115 R27.htm IDEA: XBRL DOCUMENT v3.3.1.900
Shareholder Equity (Exelon, ComEd, PECO and BGE)
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
19. Shareholder's Equity (Exelon, ComEd, PECO and BGE)
 
The following table presents common stock authorized and outstanding as of December 31, 2015 and 2014:
 
 
 
 
 
 
December 31,
 
 
 
 
 
2015
 
2014
 
Par Value
 
Shares Authorized
 
Shares Outstanding
Common Stock
 
 
 
 
 
 
 
Exelon
no par value

 
2,000,000,000

 
919,924,742

 
859,833,343

ComEd
$
12.50

 
250,000,000

 
127,016,973

 
127,016,947

PECO
no par value

 
500,000,000

 
170,478,507

 
170,478,507

BGE
no par value

 
175,000,000

 
1,000

 
1,000


 
ComEd had 73,434 and 73,533 warrants outstanding to purchase ComEd common stock at December 31, 2015 and 2014, respectively. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share of common stock for three warrants. At December 31, 2015 and 2014, 24,478 and 24,511 shares of common stock, respectively, were reserved for the conversion of warrants.
 
Equity Securities Offering
In June 2014, Exelon marketed an equity offering of 57.5 million shares of its common stock at a public offering price of $35 per share. In connection with such offering, Exelon entered into forward sale agreements with two counterparties. In July 2015, Exelon settled the forward sale agreement by the issuance of 57.5 million shares of Exelon common stock. Exelon received net cash proceeds of $1.87 billion, which was calculated based on a forward price of $32.48 per share as specified in the forward sale agreements. Use of net proceeds will be to fund the pending merger with PHI and related costs and expenses, and for general corporate purposes. The forward sale agreements are classified as equity transactions. As a result, no amounts were recorded in the consolidated financial statements until the July 2015 settlement of the forward sale agreements. However, prior to the July 2015 settlement, incremental shares, if any, were included within the calculation of diluted EPS using the treasury stock method.
Concurrent with the forward equity transaction, Exelon also issued $1.15 billion of junior subordinated notes in the form of 23 million equity units. See Note 14Debt and Credit Agreements for further information on the equity units.

Share Repurchases
 
Share Repurchase Programs. There currently is no Exelon Board of Director authority to repurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management. Under the previous share repurchase programs, 35 million shares of common stock are held as treasury stock with a cost of $2.3 billion at December 31, 2015. During 2015, 2014 and 2013, Exelon had no common stock repurchases.

Preferred and Preference Securities of Subsidiaries

At December 31, 2015 and 2014, Exelon was authorized to issue up to 100,000,000 shares of preferred securities, none of which were outstanding.
 
At December 31, 2015 and 2014, ComEd prior preferred securities and ComEd cumulative preference securities consisted of 850,000 shares and 6,810,451 shares authorized, respectively, none of which were outstanding.
 
At December 31, 2015 and 2014, BGE cumulative preference stock, $100 par value, consisted of 6,500,000 shares authorized of which 1,900,000 are outstanding as set forth in the table below. Shares of BGE preference stock have no voting power except for the following:
 
The preference stock has one vote per share on any charter amendment that i) with regards to either dividends or distribution of assets, would create or authorize any shares of stock ranking prior to or on a parity with the preference stock or ii) substantially adversely affect the contract rights, as expressly set forth in BGE’s charter, of the preference stock. Each such amendment would require the affirmative vote of two-thirds of all the shares of preference stock outstanding; and
Whenever BGE fails to pay full dividends on the preference stock and such failure continues for one year, the preference stock shall have one vote per share on all matters, until and unless such dividends shall have been paid in full. Upon liquidation, the holders of the preference stock of each series outstanding are entitled to receive the par amount of their shares and an amount equal to the unpaid accrued dividends.

 
 
 
December 31,
 
Redemption
Price
(a)
 
2015
 
2014
 
2015
 
2014
 
Shares Outstanding
 
Dollar Amount    
Series (without mandatory redemption)
 
 
 
 
 
 
 
 
 
7.125%, 1993 Series
$
100.00

 
400,000

 
400,000

 
$
40

 
$
40

6.97%, 1993 Series
100.00

 
500,000

 
500,000

 
50

 
50

6.70%, 1993 Series
100.00

 
400,000

 
400,000

 
40

 
40

6.99%, 1995 Series
100.00

 
600,000

 
600,000

 
60

 
60

Total preference stock
 
 
1,900,000


1,900,000


$
190


$
190

______________________
(a)
Redeemable, at the option of BGE, at the indicated dollar amounts per share, plus accrued and unpaid dividends.