UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
April 24, 2001
(Date of earliest
event reported)
EXELON CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 1-16169 23-2990190
(State or other (SEC (IRS Employer
jurisdiction of file number) Identification
incorporation) Number)
37th Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
(Address of principal executive offices)
Registrant's telephone number, including area code:
(312) 394-4321
Item 5. Other Events
On April 24, 2001, Exelon Corporation issued the following press
release.
Exelon's Genco Propels Strong First Quarter Performance
Chicago (April 24, 2001) Recording a strong first full quarter of operation
since the completion of its merger, Exelon Corporation today reported earnings
of $399 million, or $1.23 per share, for the first quarter of 2001. First
quarter 2001 earnings include non-cash goodwill amortization of $34 million
($0.10 per share).
Operating earnings of $387 million, or $1.19 per share, exclude a $12 million
after-tax benefit ($0.04 per share) from the implementation of a new accounting
standard on accounting for derivatives.
While earnings were fueled by outstanding performance in its generation and
power marketing operations, the Company said that the success of the merger,
which created Exelon in October 2000, was apparent on a corporate-wide basis.
Exelon highlighted the following first quarter events:
o Total energy sales of 45,750 GWhs.
o A 98.8% capacity factor for the company's 17 nuclear units, which
produced 30,500 GWhs.
o The addition of 1,150 MWs to the wholesale marketing (Power Team)
supply portfolio.
o Realization of $70 million in merger-related revenue enhancements and
cost synergies.
o Significant improvement in ComEd's distribution system reliability and
delivery performance.
o Tentative agreement on a three-year contract with IBEW Local 15.
Corbin A. McNeill, Jr., Exelon Co-CEO and Chairman, said "This quarter
illustrates our focus on delivering on our commitments. We succeeded in
completing our merger in record time and are moving ahead in executing our
business plans. We are clearly on track to meet our 2001 earnings target of
$4.50 per share."
John W. Rowe, Co-CEO and President, noted "We are ready for summer 2001 in
Philadelphia and in Chicago. The generating plants have performed in an
exceptional manner and, with our purchase power agreements in place, we will
have sufficient energy to meet extreme heat peak demand. On the distribution
side, ComEd's substantial capital construction program has brought that
distribution system to its best condition in recent years, and work continues in
Philadelphia to maintain high levels of reliable service."
Exelon's first quarter 2001 revenues were $3,823 million compared to revenues
for the prior year period of $1,353 million, representing the results of PECO
Energy and not reflecting the effects of the October 20, 2000 merger with Unicom
Corporation. Pro forma first quarter 2000 revenues, assuming the merger occurred
on January 1, 2000, were $2,987 million. The higher 2001 revenues are due
primarily to increases in wholesale and unregulated revenues.
Exelon's earnings before interest and taxes were $941 million, approximately
three-fourth's of which was contributed by Exelon Energy Delivery. The balance,
partially offset by a loss in Enterprises, was contributed by Exelon Generation.
First quarter 2001 operating earnings compare to operating earnings for the
prior year period of $0.96 per share (excluding the non-recurring cumulative
effect of a change in accounting principle), which represent the results of PECO
Energy and do not reflect the effects of the Unicom merger. Pro forma first
quarter 2000 operating earnings per share, assuming the merger occurred on
January 1, 2000, were $1.10 per share.
In January 2001, Exelon undertook a corporate restructuring to separate its
generation and other competitive businesses from the regulated energy delivery
businesses of PECO Energy and ComEd. The business segments will be reported in
Exelon's quarterly reports filed with the Securities and Exchange Commission as
Generation, Energy Delivery and Enterprises. Other significant operational
results are noted below.
Generation
Exelon Generation experienced a $21 million ($0.07 per share) non-cash,
after-tax charge to operating earnings as a result of the discontinuance of
regulatory accounting for decommissioning costs following the transfer of
ComEd's generating units to Exelon Generation.
The ComEd and PECO power marketing operations were consolidated in February in
Exelon Generation and commenced operation at Power Team's state-of-the-art
facility in Pennsylvania.
Exelon Nuclear reported progress in the first quarter toward achieving its goal
of an annual "all-in" cost of 2 cents per kWh.
Energy Delivery
ComEd is continuing to strengthen its distribution system and delivery
performance, and has reduced the average outage duration by 46% and outage
frequency by 38% compared to 1998 levels, which has contributed to improving
customer satisfaction. ComEd continues to monitor its capital investments
carefully and expects its 2001 infrastructure improvement spending to be on
target with previously announced capital expenditure projections.
PECO Energy is continuing its preventive maintenance efforts that made its
electric reliability performance in 2000 its best in more than 10 years. On
February 7, 2001, PECO Energy successfully met the challenge of the fifth worst
winter storm in its history, improving both restoration times for the 185,000
customers who had lost service, and management of the expenditures related to
the recovery effort.
Enterprises
Enterprises' operations were negatively impacted by higher gas prices at Exelon
Energy. Enterprise companies performed in accordance with their business plans.
Quarterly Guidance for 2001
Exelon previously announced targeted earnings per share of $4.50 for 2001.
Exelon expects earnings to have the following quarterly distribution:
Quarter 1: 20-30%
Quarter 2: 15-20%
Quarter 3: 30-40%
Quarter 4: 15-20%
Conference call information:
Exelon has scheduled a First Quarter Earnings Conference Call for 1 PM CDT; (2
PM EDT) on April 24. The call in number in the US is: 877.601.3547; the
international call in number is 712.257.0403. The password is EXELON. The call
will be audio web-cast and archived on Exelon's web site: www.exeloncorp.com.
(Please choose the Investor Relations page.)
Telephone replays will be available after 4 PM on April 24 through April 30.
The U.S. call in number is 800.678.0740; the international call-in number is
402.988.0871. No password is required.
Except for the reported historical information, matters discussed in this
release are forward-looking statements that are subject to risks and
uncertainties. The factors that could cause actual results to differ materially
include future events affecting the demand for, and the supply of, energy,
including weather and economic conditions and the availability of generating
units, and other factors discussed in Exelon's filings with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this release. Exelon undertakes no obligation to
publicly release any revision to these forward-looking statements to reflect
events or circumstances after the date of this release.
Exelon Corporation is one of the nation's largest electric utilities with
approximately five million customers and more than $15 billion in annual
revenues. The company has one of the industry's largest portfolios of
electricity generation capacity, with a nationwide reach and strong positions in
the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately
five million customers in Illinois and Pennsylvania and gas to 425,000 customers
in the Philadelphia area. The company also has holdings in such competitive
businesses as energy, infrastructure services and energy services. Exelon is
headquartered in Chicago and trades on the NYSE under the ticker EXC.
EXELON CORPORATION
Earnings Summary
(in millions, except per share data) Three Months Ended March 31,
---------------------------
2001 2000
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Revenue
Electric - Retail $ 2,171 $ 779
Electric - Wholesale 739 262
Gas 558 208
Services 302 100
Other 53 4
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$ 3,823 $ 1,353
======= =========
Earnings Before Interest and Income Taxes $ 941 $ 365
Interest Income 22 12
Interest Expense & Preferred Dividends (304) (109)
Income Taxes (272) (101)
Cumulative Effect of Change in Accounting
Principle, Net of Income Taxes 12 24
------- ---------
Net Income $ 399 $ 191
======= =========
Average Common Shares Outstanding
Basic 320 181
Diluted 324 183
Earnings Per Common Share - Reported
Basic $ 1.25 $ 1.06
Diluted $ 1.23 $ 1.04
Earnings Per Common Share - Operating
Basic $ 1.21 $ 0.97
Diluted $ 1.19 $ 0.96
Pro Forma EPS for Merger as of 1/1/00 NA $ 1.10
NA - Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXELON CORPORATION
/S/ Ruth Ann M. Gillis
-----------------------------------
Ruth Ann M. Gillis
Principal Financial Officer
April 27, 2001