UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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) 765-6900
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class Registered
- ------------------------------------------------------------------------------ ---------------------------------
EXELON CORPORATION:
Common Stock, without par value New York, Chicago and
Philadelphia
COMMONWEALTH EDISON COMPANY:
Company-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary New York
Trust Holding Solely Commonwealth Edison Company's 8.48% Subordinated Debt
Securities and unconditionally guaranteed by Commonwealth Edison Company
PECO ENERGY COMPANY:
First and Refunding Mortgage Bonds: 6-3/8% Series due 2005, and 6-1/2% New York
Series due 2003
Cumulative Preferred Stock, without par value: $4.68 Series, $4.40 Series, New York
$4.30 Series and $3.80 Series
Trust Receipts of PECO Energy Capital Trust II, each representing an 8.00% New York
Cumulative Monthly Income Preferred Security, Series C, $25 stated value,
issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO
Energy Company
Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% New York
Cumulative Preferred Security, Series D, $25 stated value, issued by PECO
Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company
Securities registered pursuant to Section 12(g) of the Act:
COMMONWEALTH EDISON COMPANY:
Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants
PECO ENERGY COMPANY:
Cumulative Preferred Stock, $7.48 Series without par value
Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
ii
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Exelon Corporation Yes [X] No [ ]
Commonwealth Edison Company Yes [ ] No [X]
PECO Energy Company Yes [ ] No [X]
Exelon Generation Company, LLC Yes [ ] No [X]
The estimated aggregate market value of the voting and non-voting
common equity held by nonaffiliates of each registrant as of June 28, 2002, was
as follows:
Exelon Corporation Common Stock, without par value $16,886,511,503
Commonwealth Edison Company Common Stock,
$12.50 par value No established
market
PECO Energy Company Common Stock, without par value None
Exelon Generation Company, LLC Not applicable
The number of shares outstanding of each registrant's common stock as
of February 28, 2003 was as follows:
Exelon Corporation Common Stock, without par value 324,068,637
Commonwealth Edison Company Common Stock,
$12.50 par value 127,016,425
PECO Energy Company Common Stock, without par value 170,478,507
Exelon Generation Company, LLC Not applicable
Other
Exelon Generation Company, LLC met the conditions set forth in General
Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this form
with the reduced disclosure format.
iii
TABLE OF CONTENTS
Page No.
--------
FILING FORMAT 2
EXPLANATORY NOTE 2
PART III 3
ITEM 14. CONTROLS AND PROCEDURES 3
PART IV 5
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K 5
SIGNATURES 24
1
FILING FORMAT
This combined Form 10-K/A is being filed separately by Exelon
Corporation (Exelon), Commonwealth Edison Company (ComEd), PECO Energy Company
(PECO) and Exelon Generation Company, LLC (Generation) (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.
EXPLANATORY NOTE
Exelon, ComEd, PECO and Generation are filing this amendment on Form
10-K/A in response to comments received from the staff of the Securities and
Exchange Commission (SEC) in connection with its review of Exelon's Registration
Statement on Form S-3 (File No. 333-108546), which incorporates this annual
report by reference.
This amendment makes changes to Part III, Item 14. Controls and
Procedures to confirm that each Registrant's disclosure controls and procedures
are effective and to clarify that each Registrant's access and ability to apply
its disclosure controls and procedures to entities that it does not control or
manage are more limited than subsidiaries that it controls and manages.
Unless otherwise stated, all information contained in this amendment is
as of March 21, 2003, the filing date of our original Annual Report on Form 10-K
for the year ended December 31, 2002.
2
PART III
ITEM 14. CONTROLS AND PROCEDURES
Exelon
Within the 90 days prior to the date of this Report, Exelon's
management, including the principal executive officer and principal financial
officer, evaluated Exelon's disclosure controls and procedures related to the
recording, processing, summarization and reporting of information in Exelon's
periodic reports that it files with the SEC. These disclosure controls and
procedures have been designed to ensure that (a) material information relating
to Exelon, including its consolidated subsidiaries, is made known to Exelon's
management, including these officers, by other employees of Exelon and its
subsidiaries, and (b) this information is recorded, processed, summarized,
evaluated and reported, as applicable, within the time periods specified in the
SEC's rules and forms. Due to the inherent limitations of control systems, not
all misstatements may be detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Additionally, controls could be
circumvented by the individual acts of some persons or by collusion of two or
more people. Exelon's controls and procedures can only provide reasonable, not
absolute, assurance that the above objectives have been met. Exelon does not
control or manage certain of its unconsolidated entities and thus its access and
ability to apply its disclosure controls and procedures to entities that it does
not control or manage are more limited than is the case for the subsidiaries it
controls and manages.
Accordingly, as of December 31, 2002, these officers (principal
executive officer and principal financial officer) concluded that Exelon's
disclosure controls and procedures were effective to accomplish their
objectives. Exelon continually strives to improve its disclosure controls and
procedures to enhance the quality of its financial reporting and to maintain
dynamic systems that change as conditions warrant.
ComEd
Within the 90 days prior to the date of this Report, ComEd's
management, including the principal executive officer and principal financial
officer, evaluated ComEd's disclosure controls and procedures related to the
recording, processing, summarization and reporting of information in ComEd's
periodic reports that it files with the SEC. These disclosure controls and
procedures have been designed to ensure that (a) material information relating
to ComEd, including its consolidated subsidiaries, is made known to ComEd's
management, including these officers, by other employees of ComEd and its
subsidiaries, and (b) this information is recorded, processed, summarized,
evaluated and reported, as applicable, within the time periods specified in the
SEC's rules and forms. Due to the inherent limitations of control systems, not
all misstatements may be detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Additionally, controls could be
circumvented by the individual acts of some persons or by collusion of two or
more people. ComEd's controls and procedures can only provide reasonable, not
absolute, assurance that the above objectives have been met. ComEd does not
control or manage certain of its unconsolidated entities and thus its access and
ability to apply its disclosure controls and procedures to entities that it does
not control or manage are more limited than is the case for the subsidiaries it
controls and manages.
Accordingly, as of December 31, 2002, these officers (principal
executive officer and principal financial officer) concluded that ComEd's
disclosure controls and procedures were effective to accomplish their
objectives. ComEd continually strives to improve its disclosure controls and
3
procedures to enhance the quality of its financial reporting and to maintain
dynamic systems that change as conditions warrant.
PECO
Within the 90 days prior to the date of this Report, PECO's management,
including the principal executive officer and principal financial officer,
evaluated PECO's disclosure controls and procedures related to the recording,
processing, summarization and reporting of information in PECO's periodic
reports that it files with the SEC. These disclosure controls and procedures
have been designed to ensure that (a) material information relating to PECO,
including its consolidated subsidiaries, is made known to PECO's management,
including these officers, by other employees of PECO and its subsidiaries, and
(b) this information is recorded, processed, summarized, evaluated and reported,
as applicable, within the time periods specified in the SEC's rules and forms.
Due to the inherent limitations of control systems, not all misstatements may be
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls could be circumvented by the individual
acts of some persons or by collusion of two or more people. PECO's controls and
procedures can only provide reasonable, not absolute, assurance that the above
objectives have been met. PECO does not control or manage certain of its
unconsolidated entities and thus its access and ability to apply its disclosure
controls and procedures to entities that it does not control or manage are more
limited than is the case for the subsidiaries it controls and manages.
Accordingly, as of December 31, 2002, these officers (principal
executive officer and principal financial officer) concluded that PECO's
disclosure controls and procedures were effective to accomplish their
objectives. PECO continually strives to improve its disclosure controls and
procedures to enhance the quality of its financial reporting and to maintain
dynamic systems that change as conditions warrant.
Generation
Within the 90 days prior to the date of this Report, Generation's
management, including the principal executive officer and principal financial
officer, evaluated Generation's disclosure controls and procedures related to
the recording, processing, summarization and reporting of information in
Generation's periodic reports that it files with the SEC. These disclosure
controls and procedures have been designed to ensure that (a) material
information relating to Generation, including its consolidated subsidiaries, is
made known to Generation's management, including these officers, by other
employees of Generation and its subsidiaries, and (b) this information is
recorded, processed, summarized, evaluated and reported, as applicable, within
the time periods specified in the SEC's rules and forms. Due to the inherent
limitations of control systems, not all misstatements may be detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls could be circumvented by the individual acts of some
persons or by collusion of two or more people. Generation's controls and
procedures can only provide reasonable, not absolute, assurance that the above
objectives have been met. Generation does not control or manage certain of its
unconsolidated entities and thus its access and ability to apply its disclosure
controls and procedures to entities that it does not control or manage are more
limited than is the case for the subsidiaries it controls and manages.
Accordingly, as of December 31, 2002, these officers (principal
executive officer and principal financial officer) concluded that Generation's
disclosure controls and procedures were effective to accomplish their
objectives. Generation continually strives to improve its disclosure controls
and procedures to enhance the quality of its financial reporting and to maintain
dynamic systems that change as conditions warrant.
4
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Report of Independent Accountants on
Financial Statement Schedule
To the Shareholders and Board of Directors
of Exelon Corporation:
Our audits of the consolidated financial statements referred to in our
report dated January 29, 2003, except for Note 23 for which the date is February
20, 2003, appearing in the 2002 Annual Report to Shareholders of Exelon
Corporation (which report and consolidated financial statements are incorporated
by reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedule listed in Item 15(a)(1)(ii) of this Form 10-K. In
our opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
PricewaterhouseCoopers LLP
Chicago, Illinois
January 29, 2003
5
(a) Financial Statements and Financial Statement Schedules
(1) Exelon
(i) Financial Statements
Consolidated Statements of Income for the years 2002, 2001 and
2000
Consolidated Statements of Cash Flows for the years 2002, 2001
and 2000
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Changes in Shareholders' Equity for
the years 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income for the years
2002, 2001 and 2000
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule
6
EXELON CORPORATION AND SUBSIDIARY COMPANIES
Schedule II - Valuation and Qualifying Accounts
(in millions)
Column A Column B Column C Column D Column E
- -------- -------- ------------------------- -------- --------
Additions and adjustments
-------------------------
Charged
Balance at to Cost Charged
Beginning and to Other Balance at
Description of Year Expenses Accounts Deductions End of Year
- ----------- ------- -------- -------- ---------- -----------
For The Year Ended December 31, 2002
- ------------------------------------
Allowance for Uncollectible Accounts $ 213 $ 129 $ -- $ 210 (a)$ 132
Reserve for:
Merger-Related Costs $ 114 $ -- $ (12) $ 74 $ 28
Injuries and Damages $ 72 $ 42 $ 10 $ 25 (b)$ 99
Environmental Investigation and
Remediation $ 156 $ 21 $ 12 $ 33 (c)$ 156
Obsolete Materials $ 18 $ 9 $ 4 $ 13 $ 18
For The Year Ended December 31, 2001
- ------------------------------------
Allowance for Uncollectible Accounts $ 200 $ 145 $ -- $ 132 (a)$ 213
Reserve for:
Merger-Related Costs $ 144 $ -- $ 41 $ 71 $ 114
Injuries and Damages $ 69 $ 17 $ 2 $ 16 (b)$ 72
Environmental Investigation and
Remediation $ 171 $ 1 $ -- $ 16 (c)$ 156
Obsolete Materials $ 103 $ 16 $ -- $ 101 $ 18
For The Year Ended December 31, 2000
- ------------------------------------
Allowance for Uncollectible Accounts $ 112 $ 87 $ 59 (d) $ 58 (a)$ 200
Reserve for:
Merger-Related Costs $ -- $ -- $ 149 (e) $ 5 $ 144
Injuries and Damages $ 23 $ 9 $ 48 (f) $ 11 (b)$ 69
Environmental Investigation and
Remediation $ 57 $ 26 $ 98 (e) $ 10 (c)$ 171
Obsolete Materials $ -- $ 48 $ 55 (e) $ -- $ 103
- -------------------------------------------------------------------------------------------------------------------
<FN>
(a) Write-off of individual accounts receivable.
(b) Payments of claims and related costs.
(c) Expenditures for site investigation and remediation.
(d) Includes October 20, 2000 opening balance of former Unicom Corporation of $48 million.
(e) Reflects October 20, 2000 opening balance of former Unicom Corporation.
(f) Reflects October 20, 2000 opening balance of former Unicom Corporation of $47 million.
</FN>
7
(2) ComEd
(i) Financial Statements
Consolidated Statements of Income for the years 2002 and 2001,
and the periods from October 20, 2000 to December 31, 2000 and
from January 1, 2000 to October 19, 2000
Consolidated Statements of Cash Flows for the years 2002 and
2001, and the periods from October 20, 2000 to December 31,
2000 and from January 1, 2000 to October 19, 2000
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Changes in Shareholders' Equity for
the years 2002 and 2001, and the periods from October 20, 2000
to December 31, 2000 and from January 1, 2000 to October 19,
2000
Consolidated Statements of Comprehensive Income for the years
2002 and 2001, and the periods from October 20, 2000 to
December 31, 2000 and from January 1, 2000 to October 19, 2000
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule
8
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
Schedule II - Valuation and Qualifying Accounts
(in millions)
Column A Column B Column C Column D Column E Column F
- -------- -------- ------------------------ -------- -------- --------
Additions and adjustments
-------------------------
Charged
Balance at to Cost Charged
Beginning and to Other Restructuring Balance at
Description of Year Expenses Accounts Deductions Transfers (a) End of Year
- ----------- ------- -------- -------- ---------- ------------- -----------
For The Year Ended December 31, 2002
- ------------------------------------
Allowance for Uncollectible Accounts $ 49 $ 50 $ -- $ 75 $ -- $ 24
Reserve for:
Merger-Related Costs $ 63 $ -- $ (9) $ 41 $ -- $ 13
Injuries and Damages $ 37 $ 23 $ -- $ 14 (b) $ -- $ 46
Environmental Investigation and
Remediation $ 105 $ 19 $ -- $ 23 (c) $ -- $ 101
Obsolete Materials $ 6 $ -- $ -- $ 1 $ -- $ 5
For The Year Ended December 31, 2001
- ------------------------------------
Allowance for Uncollectible Accounts $ 60 $ 42 $ 1 $ 54 $ -- $ 49
Reserve for:
Merger-Related Costs $ 144 $ -- $ 25 $ 29 $ 77 $ 63
Injuries and Damages $ 48 $ 4 $ -- $ 7 (b) $ 8 $ 37
Environmental Investigation and
Remediation $ 117 $ 1 $ -- $ 13 (c) $ -- $ 105
Obsolete Materials $ 98 $ -- $ -- $ 14 $ 78 $ 6
For The Year Ended December 31, 2000
- ------------------------------------
Allowance for Uncollectible Accounts $ 49 $ 46 $ 11 $ 46 $ -- $ 60
Reserve for:
Merger-Related Costs $ -- $ -- $ 149 $ 5 $ -- $ 144
Injuries and Damages $ 55 $ 10 $ 5 $ 22 (b) $ -- $ 48
Environmental Investigation and
Remediation $ 100 $ 26 $ -- $ 9 (c) $ -- $ 117
Obsolete Materials $ 27 $ 57 $ 19 $ 5 $ -- $ 98
- ----------------------------------------------------------------------------------------------------------------
<FN>
(a) Represents amounts transferred as part of the 2001 Corporate Restructuring. See ITEM 8. Financial
Statements and Supplementary Information - ComEd - Note 2 - Corporate Restructuring of Notes to
Consolidated Financial Statements.
(b) Payments of claims and related costs.
(c) Expenditures for site investigation and remediation.
</FN>
9
(3) PECO
(i) Financial Statements
Consolidated Statements of Income for the years 2002, 2001 and
2000
Consolidated Statements of Cash Flows for the years 2002, 2001
and 2000
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Changes in Shareholders' Equity for
the years 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income for the years
2002, 2001 and 2000
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule
10
PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
Schedule II - Valuation and Qualifying Accounts
(in millions)
Column A Column B Column C Column D Column E Column F
- -------- -------- ------------------------ -------- -------- --------
Additions and adjustments
------------------------
Charged
Balance at to Cost Charged
Beginning and to Other Restructuring Balance at
Description of Year Expenses Accounts Deductions Transfers (a) End of Year
- ----------- ------- -------- -------- ---------- ------------- -----------
For The Year Ended December 31, 2002
- ------------------------------------
Allowance for Uncollectible Accounts $ 110 $ 45 $ -- $ 83 (b) $ -- $ 72
Reserve for:
Injuries and Damages $ 25 $ 10 $ -- $ 11 (c) $ -- $ 24
Environmental Investigation and
Remediation $ 37 $ 3 $ 6 $ 6 (d) $ -- $ 40
Obsolete Materials $ 1 $ -- $ -- $ 1 $ -- $ --
For The Year Ended December 31, 2001
- ------------------------------------
Allowance for Uncollectible Accounts $ 131 $ 69 $ -- $ 67 (b) $ 23 $ 110
Reserve for:
Injuries and Damages $ 21 $ 13 $ -- $ 9 (c) $ -- $ 25
Environmental Investigation and
Remediation $ 54 $ -- $ -- $ 2 (d) $ 15 $ 37
Obsolete Materials $ 3 $ 6 $ -- $ 7 $ 1 $ 1
For The Year Ended December 31, 2000
- ------------------------------------
Allowance for Uncollectible Accounts $ 112 $ 68 $ -- $ 49 (b) $ -- $ 131
Reserve for:
Injuries and Damages $ 23 $ 7 $ -- $ 9 (c) $ -- $ 21
Environmental Investigation and
Remediation $ 57 $ -- $ -- $ 3 (d) $ -- $ 54
- ---------------------------------------------------------------------------------------------------------------
<FN>
(a) Represents amounts transferred as part of the 2001 Corporate Restructuring. See ITEM 8. Financial
Statements and Supplementary Information - PECO - Note 2 - Corporate Restructuring of Notes to the
Consolidated Financial Statements.
(b) Write-off of individual accounts receivable.
(c) Payments of claims and related costs.
(d) Expenditures for site investigation and remediation.
</FN>
11
(4) Generation
(i) Financial Statements
Consolidated Statements of Income for the years 2002, 2001 and
2000
Consolidated Statements of Cash Flow for the years 2002, 2001
and 2000
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Changes in Divisional/Member's
Equity for the years 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income for the years
2002, 2001 and 2000
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule
12
EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
Schedule II - Valuation and Qualifying Accounts
(in millions)
Column A Column B Column C Column D Column E Column F
- -------- -------- ------------------------ --------- -------- --------
Additions and adjustments
------------------------
Charged
Balance at to Cost Charged
Beginning and to Other Merger Balance at
Description of Year Expenses Accounts Deductions Transfer (a) End of Year
- ----------- ------- -------- -------- ---------- ------------ -----------
For The Year Ended December 31, 2002
- ------------------------------------
Allowance for Uncollectible Accounts $ 17 $ 26 $ -- $ 21 (b) $ -- $ 22
Reserve for:
Merger Related Costs $ 31 $ -- $ (2) $ 22 (c) $ -- $ 7
Injuries and Damages $ 12 $ 25 $ -- $ 9 $ -- $ 28
Environmental Investigation and
Remediation $ 14 $ -- $ 7 (e) $ 6 (d) $ -- $ 15
Obsolete Materials $ 12 $ 10 $ 3 $ 12 $ -- $ 13
For The Year Ended December 31, 2001
- ------------------------------------
Allowance for Uncollectible Accounts $ 2 $ 16 $ -- $ 1 (b) $ -- $ 17
Reserve for:
Merger Related Costs $ 50 $ -- $ (10) $ 9 $ -- $ 31
Injuries and Damages $ 8 $ -- $ 4 $ -- $ -- $ 12
Environmental Investigation and
Remediation $ 15 $ -- $ -- $ 1 (d) $ -- $ 14
Obsolete Materials $ 79 $ 11 $ -- $ 78 $ -- $ 12
For The Year Ended December 31, 2000
- ------------------------------------
Allowance for Uncollectible Accounts $ -- $ 2 $ -- $ -- (b) $ -- $ 2
Reserve for:
Merger Related Costs $ -- $ -- $ -- $ -- $ 50 $ 50
Injuries and Damages $ -- $ -- $ 8 $ -- (c) $ -- $ 8
Environmental Investigation and
Remediation $ 16 $ -- $ -- $ 1 (d) $ -- $ 15
Obsolete Materials $ 1 $ -- $ 78 $ -- $ -- $ 79
- ----------------------------------------------------------------------------------------------------------------
<FN>
(a) Represents amounts transferred as part of the Merger. See ITEM 8. Financial Statements and Supplementary
Information - Generation - Note 2 - Merger of the Notes to Consolidated Financial Statements.
(b) Write-off of individual accounts receivable.
(c) Payments of claims and related costs.
(d) Expenditures for site investigation and remediation.
(e) Result of New England Holdings asset acquisition in November 2002.
</FN>
13
The individual financial statements and schedules of Exelon's and ComEd's
unconsolidated wholly-owned subsidiaries have been omitted from their respective
Annual Reports on Form 10-K because the investments are not material in relation
to their respective financial positions or results of operations. As of December
31, 2001, the assets of the unconsolidated subsidiaries, in the aggregate, were
less than 1% of Exelon's and ComEd's consolidated assets. The 2001 revenues of
the unconsolidated subsidiaries, in the aggregate, were less than 1% of Exelon's
and ComEd's consolidated annual revenues.
(b) Reports on Form 8-K
Exelon, ComEd, PECO and/or Generation filed Current Reports on Form 8-K
during the fourth quarter of 2002 regarding the following items:
Date of Earliest
Event Reported Description of Item Reported
------------------ ----------------------------------------------------
October 2, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon, ComEd and
Generation, regarding Generation's exercise of
certain options under its purchased power agreement
with Midwest Generation, LLC.
October 10, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon and ComEd,
regarding the results of the audit by Liberty
Consulting Group related to the pending Delivery
Services Rate Case.
October 14, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon, announcing
that Robert S. Shapard accepted the position of
Executive Vice President and Chief Financial
Officer.
October 18, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon, ComEd, PECO
and Generation, announcing Exelon's expected third
quarter 2002 earnings and its plans to restate other
comprehensive income.
October 21, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon, ComEd, PECO
and Generation, regarding Exelon's presentation at
the Edison Electric Institute Financial Conference.
October 30, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon, ComEd, PECO
and Generation regarding the announcement of
Exelon's third quarter earnings and the closing of
Generation's acquisition of Sithe New England
Holdings, LLC and "ITEM 9. REGULATION FD DISCLOSURE"
filed by Exelon, ComEd, PECO and Generation
regarding comments made during the third quarter
earnings conference call and the financial impact of
the Sithe New England Holdings Acquisition.
November 4, 2002 "ITEM 5. OTHER EVENTS" filed by Exelon, ComEd, PECO
and Generation announcing that effective November 4,
2002, Robert S. Shapard assumed the role of Chief
Financial Officer and Exelon renewed its $1.5
billion credit facility, in which ComEd, PECO and
Generation participate.
14
December 19, 2002 "ITEM 9. REGULATION FD DISCLOSURE" filed by Exelon
and Generation regarding the note to Exelon's
financial community related to an update on its
Sithe investment.
----------------------------------------------------
(c) Exhibits
Certain of the following exhibits are incorporated herein by reference
under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended.
Certain other instruments which would otherwise be required to be listed below
have not been so listed because such instruments do not authorize securities in
an amount which exceeds 10% of the total assets of the applicable registrant and
its subsidiaries on a consolidated basis and the relevant registrant agrees to
furnish a copy of any such instrument to the Commission upon request.
Exhibit No. Description
- ------------------- ------------------------------------------------------------
2-1 Amended and Restated Agreement and Plan of Merger dated as
of October 20, 2000, among PECO Energy Company, Exelon
Corporation and Unicom Corporation. **
3-1 Articles of Incorporation of Exelon Corporation. **
3-2 Bylaws of Exelon Corporation. **
3-3 Amended and Restated Articles of Incorporation of PECO
Energy Company.**
3-4 Bylaws of PECO Energy Company, adopted February 26, 1990 and
amended January 26, 1998. **
3-5 Restated Articles of Incorporation of Commonwealth Edison
Company effective February 20, 1985, including Statements of
Resolution Establishing Series, relating to the
establishment of three new series of Commonwealth Edison
Company preference stock known as the "$9.00 Cumulative
Preference Stock," the "$6.875 Cumulative Preference Stock"
and the "$2.425 Cumulative
Preference Stock". **
3-6 Bylaws of Commonwealth Edison Company, effective September
2, 1998, as amended through October 20, 2000.**
3-7 Certificate of Formation of Exelon Generation Company, LLC.
**
3-8 Exelon Generation Company, LLC Operating Agreement.**
4-1 $1,500,000,000 Credit Agreement dated as of November 22,
2002 among Exelon Corporation, Commonwealth Edison Company,
PECO Energy Company and Exelon Generation Company, LLC as
Borrowers, various financial institutions named therein as
Lenders, Bank One, NA, as Administrative Agent, ABN AMRO
Bank, N.V. and Dresden Bank AG, New York and Grand Cayman
Branches, as Co-Documentation Agents and Citibank, N.A. and
Wachovia Bank, National Association, as Co-Syndication
Agents, and Banc One Capital Markets, Inc., as Lead Arranger
and Sole Book Runner. **
- --------------------------------------------------------------------------------
15
4-2 First and Refunding Mortgage dated May 1, 1923 between The
Counties Gas and Electric Company (predecessor to PECO
Energy Company) and Fidelity Trust Company, Trustee (First
Union National Bank, successor).**
4-2-1 Supplemental Indentures to PECO Energy Company's First and
Refunding Mortgage:
Dated as of File Reference Exhibit No.
-------------------- -------------------- ---------------
May 1, 1927 **
March 1, 1937 **
December 1, 1941 **
November 1, 1944 **
December 1, 1946 **
September 1, 1957 **
May 1, 1958 **
March 1, 1968 **
March 1, 1981 **
March 1, 1981 **
December 1, 1984 **
April 1, 1991 **
December 1, 1991 **
June 1, 1992 **
March 1, 1993 **
May 1, 1993 **
May 1, 1993 **
August 15, 1993 **
May 1, 1995 **
September 15, 2002 **
October 1, 2002 **
4-3 Exelon Corporation Dividend Reinvestment and Stock Purchase
Plan .**
4-4 Mortgage of Commonwealth Edison Company to Illinois
Merchants Trust Company, Trustee (BNY Midwest Trust Company,
as current successor Trustee), dated July 1, 1923, as
supplemented and amended by Supplemental Indenture thereto
dated August 1, 1944.**
16
4-4-1 Supplemental Indentures to aforementioned Commonwealth
Edison Mortgage.
Dated as of File Reference Exhibit No.
-------------------- -------------------- ---------------
August 1, 1946 **
April 1, 1953 **
March 31, 1967 **
April 1,1967 **
February 28, 1969 **
May 29, 1970 **
June 1, 1971 **
April 1, 1972 **
May 31, 1972 **
June 15, 1973 **
May 31, 1974 **
June 13, 1975 **
May 28, 1976 **
June 3, 1977 **
May 17, 1978 **
August 31, 1978 **
June 18, 1979 **
June 20, 1980 **
April 16, 1981 **
April 30, 1982 **
April 15, 1983 **
April 13, 1984 **
April 15, 1985 **
April 15, 1986 **
June 15, 1990 **
October 1, 1991 **
October 15, 1991 **
May 15, 1992 **
September 15, 1992 **
February 1, 1993 **
April 1, 1993 **
April 15, 1993 **
June 15, 1993 **
July 15, 1993 **
January 15, 1994 **
December 1, 1994 **
June 1, 1996 **
March 1, 2002 **
May 20, 2002 **
June 1, 2002 **
October 7, 2002 **
January 13, 2003 **
17
4-4-2 Instrument of Resignation, Appointment and Acceptance dated
as of February 20, 2002, under the provisions of the
Mortgage dated July 1, 1923, and Indentures Supplemental
thereto, regarding corporate trustee.**
4-4-3 Instrument dated as of January 31, 1996, under the
provisions of the Mortgage dated July 1, 1923 and Indentures
Supplemental thereto, regarding individual trustee.**
4-5 Indenture dated as of September 1, 1987 between Commonwealth
Edison Company and Citibank, N.A., Trustee relating to
Notes.**
4-6-1 Supplemental Indentures to aforementioned Indenture.
Dated as of File Reference Exhibit No.
-------------------- -------------------- ---------------
September 1, 1987 **
January 1, 1997 **
September 1, 2000 **
4-7 Indenture dated June 1, 2001 between Generation and First
Union National Bank (now Wachovia Bank, National
Association).**
10-1 Stock Purchase Agreement among Exelon (Fossil) Holdings,
Inc., as Buyer and The Stockholders of Sithe Energies, Inc.,
as Sellers, and Sithe Energies, Inc.**
10-2 $1,250,000,000 Credit and Reimbursement Agreement dated as
of January 31, 2001 by and among Exelon Boston Generating,
LLC (successor to Sithe Boston Generating, LLC), as
Borrower, the Lenders named therein, Bayerische Landesbank
Girozentrale, as DSR LC Issuer, BNP Paribas, as
Administrative Agent.**
10-3 Power Purchase Agreement among Generation and PECO.**
10-4 Power Purchase Agreement among Generation and ComEd.**
10-5 Amended and restated employment agreement between Exelon
Corporation and John W. Rowe dated as of November 26,
2001.*,**
10-6 Separation Agreement between Exelon and Corbin A. McNeill,
Jr., dated as of April 23, 2002.*,**
10-7 Employment Agreement by and among Exelon Corporation, Exelon
Generation Company, LLC and Oliver D. Kingsley, Jr. dated as
of September 5, 2002.*,**
10-8 Exelon Corporation Deferred Compensation Plan.**
10-9 Exelon Corporation Retirement Program.**
10-10 PECO Energy Company Unfunded Deferred Compensation Plan for
Directors.*,**
10-11 Exelon Corporation Long-Term Incentive Plan As Amended and
Restated effective January 28, 2002.*,**
- --------------------------------------------------------------------------------
18
10-11-1 Form of Restricted Stock Award Agreement under the Exelon
Corporation Long-Term Incentive Plan.*,**
10-11-2 Forms of Transferable Stock Option Award Agreement under the
Exelon Corporation Long-Term Incentive Plan.*,**
10-11-3 Forms of Stock Option Award Agreement under the Exelon
Corporation Long-Term Incentive Plan.*,**
10-12 PECO Energy Company Management Incentive Compensation
Plan.*,**
10-13 PECO Energy Company 1998 Stock Option Plan.*,**
10-14 Exelon Corporation Employee Savings Plan.**
10-15 Second Amended and Restated Trust Agreement for PECO Energy
Transition Trust.**
10-16 Indenture dated as of March 1, 1999 between PECO Energy
Transition Trust and The Bank of New York.**
10-16-1 Series Supplement dated as of March 25, 1999 between PECO
Energy Transition Trust and The Bank of New York.**
10-16-2 Series Supplement dated as of March 1, 2001 between PECO
Energy Transition Trust and The Bank of New York.**
10-16-3 Series Supplement dated as of May 2, 2000 between PECO
Energy Transition Trust and The Bank of New York.**
10-17 Intangible Transition Property Sale Agreement dated as of
March 25,1999, as amended and restated as of May 2, 2000,
between PECO Energy Transition Trust and PECO Energy
Company.**
10-17-1 Amendment No. 1 to Intangible Transition Property Sale
Agreement dated as of March 25, 1999, as amended and
restated as of May 2, 2000.**
10-18 Master Servicing Agreement dated as of March 25, 1999, as
amended and restated as of May 2, 2000, between PECO Energy
Transition Trust and PECO Energy Company.**
10-18-1 Amendment No. 1 to Master Servicing Agreement dated as of
March 25, 1999, as amended and restated as of May 2, 2000.**
10-19 Exelon Corporation Cash Balance Pension Plan.**
10-20 Joint Petition for Full Settlement of PECO Energy Company's
Restructuring Plan and Related Appeals and Application for a
Qualified Rate Order and Application for Transfer of
Generation Assets dated April 29, 1998.**
- --------------------------------------------------------------------------------
19
10-21 Joint Petition for Full Settlement of PECO Energy Company's
Application for Issuance of Qualified Rate Order Under
Section 2812 of the Public Utility Code dated March 8,
2000.**
10-22 Unicom Corporation Amended and Restated Long-Term Incentive
Plan.*,**
10-22-1 First Amendment to Unicom Corporation Amended and Restated
Long Term Incentive Plan.*,**
10-22-2 Second Amendment to Unicom Corporation Amended and Restated
Long Term Incentive Plan.*,**
10-23 Unicom Corporation General Provisions Regarding 1996 Stock
Option Awards Granted under the Unicom Corporation and
Long-Term Incentive Plan.*,**
10-24 Unicom Corporation General Provisions Regarding 1996B Stock
Option Awards Granted under the Unicom Corporation Long-Term
Incentive Plan.*,**
10-25 Unicom Corporation General Provisions Regarding Stock Option
Awards Granted under the Unicom Corporation Long-Term
Incentive Plan (Effective July 10, 1997).**
10-26 Unicom Corporation Deferred Compensation Unit Plan, as
amended.*,**
10-27 Exelon Corporation Corporate Stock Deferral Plan.*,**
10-28 Unicom Corporation Retirement Plan for Directors, as
amended.*,**
10-29 Commonwealth Edison Company Retirement Plan for Directors,
as amended.*,**
10-30 Unicom Corporation 1996 Directors' Fee Plan.*,**
10-30-1 Second Amendment to Unicom Corporation 1996 Directors Fee
Plan.*,**
10-31 Change in Control Agreement between Unicom Corporation,
Commonwealth Edison Company and certain senior
executives.*,**
10-31-1 Forms of Change in Control Agreement Between PECO Energy
Company and Certain Employees.*,**
10-32 Commonwealth Edison Company Executive Group Life Insurance
Plan.*,**
10-32-1 Amendment to the Commonwealth Edison Company Executive Group
Life Insurance Plan.*,**
10-32-2 Amendment to the Commonwealth Edison Company Executive Group
Life Insurance Plan dated December 12, 1986.*,**
10-32-3 Amendment to the Commonwealth Edison Company Executive Group
Life Insurance Plan to implement program of "split dollar
life insurance" dated December 13, 1990.*,**
- --------------------------------------------------------------------------------
20
10-32-4 Amendment to Commonwealth Edison Company Executive Group
Life Insurance Plan to stabilize the death benefit
applicable to participants dated July 22, 1992.*,**
10-33 First Amendment to Exelon Corporation Employee Savings
Plan.**
10-33-1 First Amendment to the Commonwealth Edison Company
Supplemental Management Retirement Plan.*,**
10-34 Second Amendment and Restated Exelon Corporation Key
Management Severance Plan.*,**
10-35 Forms of Change in Control Agreement between Exelon
Corporation and certain senior executives.**
10-36 Amendment No. 1 to Exelon Corporation Supplemental
Management Retirement Plan.*,**
10-37 Form of Stock Award Agreement under the Unicom Corporation
Long-Term Incentive Plan.*,**
10-38 Amended and Restated Key Management Severance Plan for
Unicom Corporation and Commonwealth Edison Company dated
March 8, 1999.*,**
10-38-1 Exelon Corporation Employee Stock Purchase Plan.**
10-38-2 First Amendment to the Exelon Corporation Employee Stock
Purchase Plan.**
10-39 PECO Energy Company Supplemental Pension Benefit Plan.*,**
10-40 Exelon Corporation 2001 Performance Share Awards for Power
Team Employees under the Exelon Corporation Long Term
Incentive Plan.*,**
10-41 Agreement Regarding Various Matters Involving or Affecting
Rates for Electric Service Offered by Commonwealth Edison
Company dated as of March 3, 2003 among Commonwealth Edison
Company and the other parties named therein.**
10-41-1 Amendment dated as of March 10, 2003 to the Agreement
Regarding Various Matters Involving or Affecting Rates for
Electric Service Offered by Commonwealth Edison Company.**
16 Arthur Andersen Letter to Securities and Exchange Commission
regarding the change in certifying accountant.**
18-1 Letter from PricewaterhouseCoopers LLP addressed to Exelon
Corporation concerning a change in accounting principles.**
18-2 Letter from PricewaterhouseCoopers LLP addressed to PECO
Energy Company concerning a change in accounting
principles.**
- --------------------------------------------------------------------------------
21
Subsidiaries
21-1 Exelon Corporation**
21-2 Commonwealth Edison Company**
21-3 PECO Energy Company**
Consent of Independent Accountants
23-1 Exelon Corporation**
23-2 Commonwealth Edison Company**
23-3 PECO Energy Company**
23-4 Exelon Corporation
Power of Attorney
24-1 Edward A. Brennan**
24-2 Carlos H. Cantu**
24-3 M. Walter D'Alessio**
24-4 Nicholas DeBenedictis**
24-5 Bruce DeMars**
24-6 G. Fred DiBona, Jr. **
24-7 Reserved
24-8 Richard H. Glanton**
24-9 Reserved
24-10 Edgar D. Jannotta**
24-11 John M. Palms, Ph.D. **
24-12 John W. Rogers, Jr. **
24-13 Ronald Rubin**
24-14 Richard L. Thomas**
Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Securities and Exchange Act of 1934 as to the Annual
Report on Form 10-K/A for the annual period ended December
31, 2002 filed by the following officers for the following
companies:
--------------------------------------------------------------
31-1 Filed by John W. Rowe for Exelon Corporation
31-2 Filed by Robert S. Shapard for Exelon Corporation
31-3 Filed by Michael B. Bemis for Commonwealth Edison Company
31-4 Filed by J. Barry Mitchell for Commonwealth Edison Company
31-5 Filed by Michael B. Bemis for PECO Energy Company
31-6 Filed by J. Barry Mitchell for PECO Energy Company
31-7 Filed by Oliver D. Kingsley Jr. for Exelon Generation Company,
LLC
31-8 Filed by J. Barry Mitchell for Exelon Generation Company, LLC
--------------------------------------------------------------
99-1 Exelon Corporation's Current Report on Form 8-K dated
February 21, 2003.**
Certifications Pursuant to Section 1350 of Chapter 63 of Title
18 United States Code (Sarbanes - Oxley Act of 2002) as to the
Annual Report on Form 10-K for the year ended December 31,
2002 filed by the following officers for the following
registrants:**
--------------------------------------------------------------
22
99-2 Filed by John W. Rowe for Exelon Corporation
99-3 Filed by Robert S. Shapard for Exelon Corporation
99-4 Filed by Pamela B. Strobel for Commonwealth Edison Company
99-5 Filed by Robert S. Shapard for Commonwealth Edison Company
99-6 Filed by Pamela B. Strobel for PECO Energy Company
99-7 Filed by Robert S. Shapard for PECO Energy Company
99-8 Filed by Oliver D. Kingsley Jr. for Exelon Generation Company,
LLC
99-9 Filed by Robert S. Shapard for Exelon Generation Company, LLC
--------------------------------------------------------------
* Compensatory plan or arrangements in which directors or officers of the
applicable registrant participate and which are not available to all
employees.
** Exhibits were filed with the Form 10-K for the year ended December 31, 2002
filed on March 21, 2003 (File No. 1-16169, 2002 Form 10-K, Exhibits 2-1 through
99-9).
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.
EXELON CORPORATION
By: /s/ John W. Rowe
----------------------------------------
Name: John W. Rowe
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.
Signature Title
- --------- -----
/s/ John W. Rowe Chairman and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
John W. Rowe
/s/ Robert S. Shapard Executive Vice President and Chief Financial
- ----------------------------- Officer (Principal Financial Officer)
Robert S. Shapard
/s/ Matthew F. Hilzinger Vice President and Corporate Controller
- ----------------------------- (Principal Accounting Officer)
Matthew F. Hilzinger
This annual report has also been signed below by John W. Rowe, Attorney-in-Fact,
on behalf of the following Directors on the date indicated:
EDWARD A. BRENNAN EDGAR D. JANNOTTA
M. WALTER D'ALESSIO JOHN M. PALMS, PH.D.
NICHOLAS DEBENEDICTIS JOHN W. ROGERS, JR.
BRUCE DEMARS RONALD RUBIN
G. FRED DIBONA, JR RICHARD L. THOMAS
By: /s/ John W. Rowe December 15, 2003
- --------------------------------------------
Name: John W. Rowe
Title: Chairman and Chief Executive Officer
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.
COMMONWEALTH EDISON COMPANY
By: /s/ John W. Rowe
-----------------------
Name: John W. Rowe
Title: Chairman and Chief Executive Officer, Exelon, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.
Signature Title
- --------- -----
/s/ John W. Rowe Chairman and Chief Executive Officer,
- ---------------------------- Exelon, and Director
John W. Rowe
/s/ Michael B. Bemis President, Exelon Energy Delivery, and
- ---------------------------- Director
Michael B. Bemis (Principal Executive Officer)
/s/ J. Barry Mitchell Senior Vice President and Treasurer, Exelon,
- ---------------------------- and Chief Financial Officer
J. Barry Mitchell (Principal Financial Officer)
/s/ Duane M. DesParte Vice President and Controller, Exelon
- ---------------------------- Energy Delivery
Duane M. DesParte (Principal Accounting Officer)
/s/ Frank M. Clark President and Director
- ----------------------------
Frank M. Clark
/s/ Oliver D. Kingsley Jr. Director
- ----------------------------
Oliver D. Kingsley Jr.
/s/ Robert S. Shapard Director
- ----------------------------
Robert S. Shapard
/s/ S. Gary Snodgrass Director
- ----------------------------
S. Gary Snodgrass
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.
PECO ENERGY COMPANY
By: /s/ John W. Rowe
-----------------------------------------------
Name: John W. Rowe
Title: Chairman and Chief Executive Officer, Exelon, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.
Signature Title
- --------- -----
/s/ John W. Rowe Chairman and Chief Executive Officer,
- ---------------------------- Exelon, and Director
John W. Rowe
/s/ Michael B. Bemis President, Exelon Energy Delivery, and
- ---------------------------- Director
Michael B. Bemis (Principal Executive Officer)
/s/ J. Barry Mitchell Senior Vice President and Treasurer, Exelon,
- ---------------------------- and Chief Financial Officer
J. Barry Mitchell (Principal Financial Officer)
/s/ Duane M. DesParte Vice President and Controller, Exelon
- ---------------------------- Energy Delivery
Duane M. DesParte (Principal Accounting Officer)
/s/ Oliver D. Kingsley Jr. Director
- ----------------------------
Oliver D. Kingsley Jr.
/s/ Denis P. O'Brien President and Director
- ----------------------------
Denis P. O'Brien
/s/ Robert S. Shapard Director
- ----------------------------
Robert S. Shapard
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.
EXELON GENERATION COMPANY, LLC
By: /s/ John W. Rowe
---------------------------------------------
Name: John W. Rowe
Title: Chairman and Chief Executive Officer, Exelon
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.
Signature Title
- --------- -----
/s/ John W. Rowe Chairman and Chief Executive Officer, Exelon
- ----------------------------
John W. Rowe
/s/ Oliver D. Kingsley Jr.
- ---------------------------- Chief Executive Officer and President
Oliver D. Kingsley Jr. (Principal Executive Officer)
/s/ J. Barry Mitchell Senior Vice President and Treasurer, Exelon,
- ---------------------------- and Chief Financial Officer
J. Barry Mitchell (Principal Financial Officer)
/s/ Matthew F. Hilzinger Vice President and Corporate Controller,
- ---------------------------- Exelon
Matthew F. Hilzinger (Principal Accounting Officer)
27