Exelon 2014 Annual Report Download - page 253

Combined Notes to Consolidated Financial Statements—(Continued)
(Dollars in millions, except per share data unless otherwise noted)
• 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)
2014 2013 2014 2013
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 ............................................ 100.35 600,000 600,000 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.
19. Common Stock (Exelon, Generation, ComEd, PECO and BGE)
The following table presents common stock authorized and outstanding as of December 31, 2014 and 2013:
December 31,
2014 2013
Par Value Shares Authorized Shares Outstanding
Common Stock
Exelon .................................................. noparvalue 2,000,000,000 859,833,343 857,290,484
ComEd .................................................. $12.50 250,000,000 127,016,947 127,016,896
PECO ................................................... noparvalue 500,000,000 170,478,507 170,478,507
BGE .................................................... noparvalue 175,000,000 1,000 1,000
ComEd had 73,533 and 73,709 warrants outstanding to purchase ComEd common stock at December 31, 2014 and 2013,
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, 2014 and 2013, 24,511 and 24,570 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 requiring Exelon to, at its election, prior to
October 29, 2015; i) physically settle the transaction through the issuance of 57.5 million shares of its common stock in exchange for
net proceeds at the forward price specified in the agreements of between approximately $1.8 billion and $1.9 billion, after
consideration of underwriters discount of approximately $60 million and subject to certain adjustments as provided in the forward
sales agreement, or ii) net settle the transaction either through the payment of cash or shares of its common stock based on the then
current market value of the shares minus the value of the shares at the forward price, net of the underwriters discount and the daily
accretion rate. No amounts have or will be recorded in Exelon’s consolidated financial statements with respect to the equity offering
until settlement of the forward sale agreements occurs. If Exelon elected to net share settle the contract as of December 31, 2014,
Exelon would have been required to issue 4 million shares. If Exelon elects to cash settle the contract, the transaction costs will be
recorded as a charge to earnings in the period in which it becomes probable that Exelon will cash settle. Otherwise, all transaction
costs will be reflected as a reduction to the value of the common stock issued in Exelon’s Consolidated Balance Sheet. The net
proceeds received upon settlement are expected to be used to finance a portion of the acquisition of PHI and for general corporate
purposes. Until settlement, earnings per share dilution resulting from the forward sales agreement, if any, will be determined under
the treasury stock method.
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