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 June 30, 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
June 30, 2003 was:
Exelon Corporation Common Stock, without par value 325,848,491
Commonwealth Edison Company Common Stock, $12.50 par value 127,016,429
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.
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FILING FORMAT 3
EXPLANATORY NOTE 3
PART I. FINANCIAL INFORMATION 4
ITEM 4. CONTROLS AND PROCEDURES 4
PART II. OTHER INFORMATION 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 8
SIGNATURES 11
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 July 30, 2003, the filing date of our original Quarterly Report on Form 10-Q
for the quarter ended June 30, 2003.
3
PART I. FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES
Exelon
During the second 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 June 30, 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.
In the second quarter of 2003, Exelon implemented a new general ledger
accounting system. The new general ledger system was implemented in order to
provide a consistent system platform for the affiliated Exelon companies and to
enhance management reporting and analysis. This change in systems was subject to
thorough testing and review by internal and external parties both before and
after final implementation. Exelon continually strives to improve its internal
control over financial reporting to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles (GAAP).
ComEd
During the second 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,
4
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 June 30, 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.
In the second quarter of 2003, ComEd implemented a new general ledger
accounting system. The new general ledger system was implemented in order to
provide a consistent system platform for the affiliated Exelon companies and to
enhance management reporting and analysis. This change in systems was subject to
thorough testing and review by internal and external parties both before and
after final implementation. ComEd continually strives to improve its internal
control over financial reporting to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP.
PECO
During the second 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.
5
Accordingly, as of June 30, 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.
In the second quarter of 2003, PECO implemented a new general ledger
accounting system. The new general ledger system was implemented in order to
provide a consistent system platform for the affiliated Exelon companies and to
enhance management reporting and analysis. This change in systems was subject to
thorough testing and review by internal and external parties both before and
after final implementation. PECO continually strives to improve its internal
control over financial reporting to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP.
Generation
During the second 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, 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 June 30, 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
In the second quarter of 2003, Generation implemented a new general ledger
accounting system. The new general ledger system was implemented in order to
provide a consistent system platform for the affiliated Exelon companies and to
enhance management reporting and analysis. This change in systems was subject to
thorough testing and review by internal and external parties both before and
after final implementation. Generation continually strives to improve its
internal control over financial reporting to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP.
7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4-1 - Indenture to Subordinated Debt Securities dated as of June
24, 2003 between PECO Energy Company, as Issuer, and Wachovia
Bank National Association, as Trustee.*
4-2 - Preferred Securities Guarantee Agreement between PECO Energy
Company, as Guarantor, and Wachovia Trust Company, National
Association, as Trustee, dated as of June 24, 2003.*
4-3 - PECO Energy Capital Trust IV Amended and Restated
Declaration of Trust among PECO Energy Company, as Sponsor,
Wachovia Trust Company, National Association, as Delaware
Trustee and Property Trustee, and J. Barry Mitchell, George R.
Shicora and Charles S. Walls as Administrative Trustees dated
as of June 24, 2003.*
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 June 30, 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 June 30, 2003
filed by the following officers for the following companies:*
-----------------------------------------------------------------------------
32-1 - Filed by John W. Rowe for Exelon Corporation
32-2 - Filed by Robert S. Shapard for Exelon Corporation
32-3 - Filed by Michael B. Bemis for Commonwealth Edison Company
32-4 - Filed by Robert S. Shapard for Commonwealth Edison Company
32-5 - Filed by Michael B. Bemis for PECO Energy Company
32-6 - Filed by Robert S. Shapard for PECO Energy Company
32-7 - Filed by Oliver D. Kingsley Jr. for Exelon Generation Company, LLC
32-8 - Filed by Robert S. Shapard for Exelon Generation Company, LLC
-----------------------------------------------------------------------------
* Exhibits were filed with the Form 10-Q for the quarterly period ended
June 30, 2003 filed on July 30, 2003 (File No. 1-16169, June 30, 2003 Form
10-Q, Exhibits 4-1 through 32-8).
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 June 30, 2003 regarding the following items:
Date of Earliest
Event Reported Description of Item Reported
- ------------------------------------------------------------------------------------------------------------
April 3, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO
and Generation regarding a presentation by John W. Rowe, Chairman
and CEO, at the Berenson & Company and The Williams Capital Group
Midwest Utilities Seminar. The exhibits include the slides used
during the presentation.
April 7, 2003 "ITEM 5. OTHER EVENTS" filed by ComEd regarding the issuance of
$395 million in First Mortgage Bonds.
April 28, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed under Item 9 in compliance
with Item 12 for Exelon, ComEd, PECO and Generation regarding the
first quarter 2003 earnings release and items discussed during the
earnings conference call. Also included as an exhibit to this
report was a new release regarding the "Exelon Way" business
model.
May 2, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon regarding Richard H.
Glanton's acceptance of the position of Senior Vice President,
Corporate Development and his relinquishment of his directorship on
the Exelon Board.
May 7, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon, PECO and Generation
announcing that the U.S. Nuclear Regulatory Commission approved a
20-year extension of the operating licenses for Exelon Nuclear's
Peach Bottom Atomic Power Station.
May 20, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon regarding a
presentation by Robert S. Shapard, Executive Vice President and
CFO. The exhibit includes the slides used during the presentation.
May 29, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon and Generation announcing
the issuance of a call notice for the remaining 50.1% interest in
Sithe Energies, Inc.
June 2, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon and Generation regarding a
request for an amendment to the Exelon Boston Generating, LLC
credit facility and the construction of the Mystic 8 and 9 and Fore
River generating units.
June 2, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon and Generation regarding
the approval of an amendment to the Exelon Boston
9
Generating, LLC credit facility.
June 11, 2003 "ITEM 9. REGULATION FD DISCLOSURE" filed for Exelon, ComEd, PECO
and Generation regarding a presentation by Robert S. Shapard,
Executive Vice President and CFO. The exhibits include the slides
and handouts used during the presentation.
June 13, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon regarding the dismissal of
a class action lawsuit.
June 18, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon announcing an agreement to
sell certain businesses of its subsidiary InfraSource, Inc.
June 18, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon, ComEd, PECO and
Generation regarding the sale of certain businesses of InfraSource,
Inc.
June 25, 2003 "ITEM 5. OTHER EVENTS" filed for Exelon, ComEd, and Generation
regarding the exercise of Generation's call option under an
existing purchase power agreement with Midwest Generation, LLC.
- ------------------------------------------------------------------------------------------------------------
10
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 Executive Officer Chief 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
11
- --------------------------------------------------------------------------------
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
12