UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
April 22, 2002
(Date of earliest
event reported)
Commission File Name of Registrant; State of Incorporation; Address of IRS Employer
Number Principal Executive Offices; and Telephone Number Identification Number
- --------------------- --------------------------------------------------------- -------------------------
1-16169 EXELON CORPORATION 23-2990190
(a Pennsylvania corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
1-1401 PECO ENERGY COMPANY 23-0970240
(a Pennsylvania corporation)
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101-8699
(215) 841-4000
Table of Contents
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Item 5. Other Events
Item 9 Regulation FD Disclosure
Exhibit 99.1 First Quarter 2002 Earnings Release
Exhibit 99.2 Unusual items included in 2001 earnings per diluted common share
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Item 5. Other Events
On April 22, 2002, Exelon Corporation issued a press release disclosing its
first quarter 2002 earnings results. The press release is attached as Exhibit
99.1.
Exelon also announced that Nicholas DeBenedictis, chairman of Philadelphia
Suburban Corporation (PSC) and one of the Philadelphia region's most prominent
civic leaders, was elected to the board of directors of Exelon Corporation.
Mr. DeBenedictis fills the vacancy created by the resignation of Daniel Cooper,
who was appointed to a post in the Bush Administration as undersecretary for
benefits for the U.S. Department of Veterans Affairs.
DeBenedictis has served as PSC chairman for nine years. Prior to joining the
firm in 1992 as president and CEO, he was senior vice president of Corporate and
Public Affairs for PECO, responsible for government relations, community
relations, communications and public policy. Previously, he served as president
of the Greater Philadelphia Chamber of Commerce, increasing membership to more
than 5,500 businesses - ranking it among the five largest chambers in the
nation.
Active in public policy in Pennsylvania and Washington D.C., DeBenedictis held
executive posts earlier in his career with the state Department of Environmental
Resources, the state Office of Economic Development, and the U.S. Environmental
Protection Agency.
DeBenedictis supports numerous industry, business and community organizations.
He currently serves as chairman of the Pennsylvania Business Roundtable and is a
member of the executive committee of the Greater Philadelphia Chamber of
Commerce, as well as Pennsylvania Environmental Council, Independence Visitors
Center and Drexel University.
Item 9. Regulation FD Disclosure
As previously announced, on April 23, 2002 Exelon Corporation conducted its
First Quarter Earnings Conference Call. Members of management participating in
the call included Chairman and CEO John W. Rowe, Senior Executive Vice President
Oliver D. Kingsley, Executive Vice President Pamela B. Strobel, and Executive
Vice President Ian McLean. The call was open to all on a listen-only basis and
was audio web-cast. Telephone replays will be available through April 30. The
U.S. call-in number is 877.519.4471 and the international call-in number is
973.341.3080. The confirmation code is 3178303. The call will also be archived
on Exelon's web site, www.exeloncorp.com; please choose the Investor Relations
page.
During the call management reviewed issues outlined in the press release.
Management indicated that the cost management initiative underway is expected to
reduce costs by $200 million from original budget levels. The cost reductions
are in addition to the $225 million of merger synergies that were in the budget.
About one-half of the savings will
come from the Generation business segment, one-third from delivery and the
balance from Enterprises and corporate. Two-thirds of the savings are operating
and maintenance expense reductions, with the remaining one-third related to
fuel, interest and taxes. Approximately $11 million of the savings were realized
in the first quarter with the remainder to be realized throughout the remainder
of the year. Approximately 75% of the savings are cash savings.
Management also stated it expected a modest economic recovery in the second half
of 2002. Demand growth assumptions for ComEd were updated to 1.6%, up from the
original forecast of 1%. Demand growth forecasts for PECO of 0.6% are unchanged.
This report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements herein include statements about
future financial and operating results of Exelon. Economic, business,
competitive and/or regulatory factors affecting Exelon's businesses generally
could cause actual results to differ materially from those described herein. For
a discussion of the factors that could cause actual results to differ
materially, please see Exelon's filings with the Securities and Exchange
Commission, particularly those discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations-- Outlook" in Exelon's
2001 Annual Report. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. Exelon does not undertake any obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXELON CORPORATION
COMMONWEALTH EDISON COMPANY
PECO ENERGY COMPANY
/S/ Ruth Ann Gillis
-------------------------------------
Ruth Ann Gillis
Senior Vice President and Chief Financial Officer
Exelon Corporation
April 25, 2002