UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission Name of Registrant; State of Incorporation; IRS Employer
File Number Address of Principal Executive Offices; and Identification
Telephone Number 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
Indicate by check mark whether the registrant (1) has 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) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_].
The number of shares outstanding of each registrant's common stock as of
March 31, 2003 was:
Exelon Corporation Common Stock, without par value 324,234,521
Commonwealth Edison Company Common Stock, $12.50 par value 127,016,427
PECO Energy Company Common Stock, without par value 170,478,507
Exelon Generation Company, LLC not applicable
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, PECO Energy Company and Exelon Generation Company,
LLC Yes [ ] No [X].
TABLE OF CONTENTS
Page No.
FILING FORMAT 3
EXPLANATORY NOTE 3
PART I. FINANCIAL INFORMATION 4
ITEM 4. CONTROLS AND PROCEDURES 4
PART II. OTHER INFORMATION 7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 7
SIGNATURES 10
2
FILING FORMAT
This combined Form 10-Q/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-Q/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 quarterly report by reference.
This amendment makes changes to Part I, Item 4. 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 May 2, 2003, the filing date of our original Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003.
3
PART I. FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES
Exelon
During the first quarter of 2003, 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 March 31, 2003, 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
During the first quarter of 2003, 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
4
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 March 31, 2003, 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 procedures to enhance the quality of its financial reporting and to
maintain dynamic systems that change as conditions warrant.
PECO
During the first quarter of 2003, 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 March 31, 2003, 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
During the first quarter of 2003, 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,
5
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 March 31, 2003, 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.
6
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4-1 - One Hundredth Supplemental Indenture dated as of April 15,
2003 to PECO Energy Company's First and Refunding Mortgage.*
Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the
Securities and Exchange Act of 1934 as to the Quarterly Report on Form
10-Q/A for the quarterly period ended March 31, 2003 filed by the
following officers for the following companies:
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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
-------------------------------------------------------------------------
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United
States Code (Sarbanes - Oxley Act of 2002) as to the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2003 filed by the
following officers for the following companies:*
-------------------------------------------------------------------------
99-1 - Filed by John W. Rowe for Exelon Corporation
99-2 - Filed by Robert S. Shapard for Exelon Corporation
99-3 - Filed by Pamela B. Strobel for Commonwealth Edison Company
99-4 - Filed by Robert S. Shapard for Commonwealth Edison Company
99-5 - Filed by Pamela B. Strobel for PECO Energy Company
99-6 - Filed by Robert S. Shapard for PECO Energy Company
99-7 - Filed by Oliver D. Kingsley Jr. for Exelon Generation Company,
LLC
99-8 - Filed by Robert S. Shapard for Exelon Generation Company, LLC
-------------------------------------------------------------------------
* Exhibits were filed with the Form 10-Q for the quarterly period ended
March 31, 2003 filed on May 2, 2003 (File No. 1-16169, March 31, 2003 Form
10-Q, Exhibits 4-1 through 99-8).
(b) Reports on Form 8-K:
Exelon, ComEd, PECO and/or Generation filed Current Reports on
Form 8-K during the three months ended March 31, 2003 regarding the
following items:
Date of Earliest
Event Reported Description of Item Reported
- ------------------------------------------------------------------------------------------------------------
November 11, 2002 "ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS" filed by Exelon and
Generation regarding the acquisition of Sithe New England, "ITEM 5.
OTHER EVENTS" filed by Exelon and Generation regarding the Sithe Boston
credit facility and "ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS" filed
by Exelon and Generation for the financial statements of Sithe New
England.
7
January 15, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed by Exelon, ComEd, PECO and
Generation regarding the confirmation of earnings guidance for 2002 and
2003.
January 22, 2003 "ITEM 5. OTHER EVENTS" filed by ComEd regarding the issuance of $700
million in First Mortgage Bonds.
January 29, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation regarding the fourth quarter 2002 earnings release and items
discussed during the Earnings Conference Call.
February 11, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation regarding a presentation by John Rowe, Chairman and CEO and
Bob Shapard, Executive Vice President and CFO at the Exelon Corporation
Investor Update conference held in New York City. The exhibit
includes the slides used during the presentation.
February 21, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon regarding certain financial
information of Exelon Corporation and Subsidiary Companies. The
exhibits under "ITEM 7. FINANCIAL STATEMENT AND EXHIBITS" filed for
Exelon include the Consent of the Independent Public Accountants,
Selected Financial Data, Market for Registrant's Common Equity and
Related Stockholder Matters, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and Financial Statements
and Supplementary Data.
February 26, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation regarding a presentation by Bob Shapard, Executive Vice
President and CFO and Linda Byus, Vice President Investor Relations to
investors and information regarding the small and large commercial
market share threshold auction in Pennsylvania. The exhibits include
the slides used during the presentation and materials made available to
investors attending the conference.
March 3, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon, ComEd, PECO and Generation
regarding the reaffirmation of operating earnings guidance for 2003 and
the discussion of ComEd's agreement regarding rate matters.
8
March 7, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon and Generation regarding the
announcement of the decision not to sell its interest in AmerGen.
March 13, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation regarding a presentation by John Rowe, Chairman and CEO at
the Morgan Stanley Global Electricity & Energy Conference held in New
York City. The exhibit includes the slides used during the
presentation.
March 14, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation regarding comments and questions at the Morgan Stanley
Global Electricity & Energy Conference.
March 14, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation to amend the Current Report filed earlier in the same day,
in order to clarify remarks made regarding British Energy and AmerGen
at the Morgan Stanley Global Electricity & Energy Conference.
March 17, 2003 "ITEM 5. OTHER EVENTS" filed by ComEd regarding the sale of $200
million in Trust Preferred Securities.
March 26, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO and
Generation regarding a presentation by J. Barry Mitchell, Senior Vice
President and Treasurer at the Banc One Capital Markets Fixed Income
Utilities Conference held in Chicago. The exhibit includes the slides
used during the presentation.
March 28, 2003 "ITEM 5. OTHER EVENTS" filed by Exelon and ComEd regarding the issuance
of orders by the Illinois Commerce Commission resolving pending cases
and addressing key issues in Illinois' continued transition to a
competitive electricity marketplace.
- ------------------------------------------------------------------------------------------------------------
9
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to requirements 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.
EXELON CORPORATION
/s/ John W. Rowe /s/ Robert S. Shapard
---------------------------------------- --------------------------------------
JOHN W. ROWE ROBERT S. SHAPARD
Chairman and Executive Vice President and Chief
Chief Executive Officer Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ Matthew F. Hilzinger
----------------------------------------
MATTHEW F. HILZINGER
Vice President and Corporate Controller
(Principal Accounting Officer)
December 15, 2003
- --------------------------------------------------------------------------------
Pursuant to requirements 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.
COMMONWEALTH EDISON COMPANY
/s/ Michael B. Bemis /s/ J. Barry Mitchell
---------------------------------------- ----------------------------------------
MICHAEL B. BEMIS J. BARRY MITCHELL
President, Exelon Energy Delivery Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ Duane M. DesParte /s/ Frank M. Clark
---------------------------------------- ----------------------------------------
DUANE M. DESPARTE FRANK M. CLARK
Vice President and Controller, President, ComEd
Exelon Energy Delivery
(Principal Accounting Officer)
December 15, 2003
10
- --------------------------------------------------------------------------------
Pursuant to requirements 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.
PECO ENERGY COMPANY
/s/ Michael B. Bemis /s/ J. Barry Mitchell
---------------------------------------- -------------------------------
MICHAEL B. BEMIS J. BARRY MITCHELL
President, Exelon Energy Delivery Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ Duane M. DesParte /s/ Denis P. O'Brien
---------------------------------------- --------------------------------------
DUANE M. DESPARTE DENIS P. O'BRIEN
Vice President and Controller, President, PECO
Exelon Energy Delivery
(Principal Accounting Officer)
December 15, 2003
- --------------------------------------------------------------------------------
Pursuant to requirements 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.
EXELON GENERATION COMPANY, LLC
/s/ Oliver D. Kingsley Jr. /s/ J. Barry Mitchell
---------------------------------------- -------------------------------
OLIVER D. KINGSLEY JR. J. BARRY MITCHELL
Chief Executive Officer and Chief Financial Officer
President (Principal Financial Officer)
(Principal Executive Officer)
/s/ Matthew F. Hilzinger
----------------------------------------
MATTHEW F. HILZINGER
Vice President and Corporate Controller, Exelon
(Principal Accounting Officer)
December 15, 2003
11