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
July 31, 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
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-8200
Item 5. Other Events.
On July 31, 2002, Exelon Corporation issued a press release disclosing its
second quarter 2002 earnings results. The press release is attached as Exhibit
99.1.
Also included in this report are the sales statistics by quarter for Energy
Delivery, Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO) for
2001. These schedules are attached as Exhibit 99.2.
Item 9. Regulation FD Disclosure
As previously announced, on July 31, 2002 Exelon Corporation conducted its
Second Quarter Earnings Conference Call. Members of management participating in
the call included Chairman and CEO John W. Rowe, Senior Vice President and Chief
Financial Officer, Ruth Ann M. Gillis, CEO of Exelon Delivery, Pamela B.
Strobel, President of Enterprises, George H. Gilmore 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 August 15, 2002. The
U.S. call-in number is 877.519.4471 and the international call-in number is
973.341.3080. The confirmation code is 3391011. In addition, the call will 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 process for preparing to certify the Exelon
financial statements filed with the SEC is nearly complete, and that the
certifications are expected to be filed at the time of the second quarter 10-Q
filing. Management indicated that wholesale market prices for energy continue to
be weaker than expected, with average around-the-clock prices for July through
December projected to be $28 per MWh in PJM and $22 per MWh in MAIN. These
average price projections are about $3 per MWh lower than previous price
projections. Management further observed that the around the clock price
projections for the summer months are about $15 per MWh lower than previous
projections and that those months are more sensitive to price changes because
the portfolio is least hedged in those months. Previously provided estimates of
a $0.03 per share sensitivity to each $1/MWh change in the average around the
clock price still holds over the course of a year, but cannot be applied to
individual months, such as July and August due to the higher than average level
of price sensitivity in those months. Management indicated that it expected
savings from the Cost Management Initiative to exceed plan and, coupled with
warmer than normal weather in July, help to offset the effect of the lower
wholesale prices. Management stated that a number of potentially offsetting
factors will affect 2003 earnings:
o wholesale energy price forecasts which are lower than previous
projections
o potential increases in pension costs due to equity market performance,
o the impact of implementing FAS 143, which is currently being evaluated
o the release of a portion of the energy option contract with Edison
Mission Energy which will affect 2003 earnings.
Management indicated that the Enterprises business segment is expected to break
even on an operating basis in the second half of 2002, exclusive of any gains or
losses which could be incurred if businesses or investments are sold.
Management also discussed ComEd's Provider of Last Resort proposal recently
filed with the Illinois Commerce Commission. ComEd is seeking permission to
limit the availability of its bundled fixed rate for electricity to 350
customers representing 2,500 MW's of load, of which customers representing
approximately 1,600 MW's of load are currently obtaining service from
Alternative Retail Electric Suppliers.
Exhibit Index
Exhibit No. Description
99.1 Exelon Second Quarter Earning Press Release
99.2 Energy Delivery 2001 Sales Statistics by Quarter
This combined Form 8-K is being filed separately by Exelon Corporation,
Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company,
LLC (Registrants). Information contained herein relating to any individual
registrant has been filed by such registrant on its own behalf. No registrant
makes any representation as to information relating to any other registrant.
Except for the historical information contained herein, certain of the matters
discussed in this Report are forward-looking statements that are subject to
risks and uncertainties. The factors that could cause actual results to differ
materially include those discussed herein as well as those listed in Note 7 of
Notes to Condensed Consolidated Financial Statements, those discussed in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Outlook" in Exelon Corporation's 2001 Annual Report, those discussed
in "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Exelon Generation Company, LLC's
Registration Statement on Form S-4, Reg. No. 333-85496 and other factors
discussed in filings with the Securities and Exchange Commission by the
Registrants. Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this Report. The
Registrants undertake no obligation to publicly release any revision to
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
EXELON GENERATION COMPANY, LLC
/S/ Ruth Ann M. Gillis
-----------------------------------
Ruth Ann M. Gillis
Senior Vice President and Chief Financial Officer
Exelon Corporation
August 2, 2002