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
January 25, 2002
(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 January 25, 2002, Exelon Corporation issued a press release announcing the
restatement of third quarter 2001 results and reaffirming 2001 earnings
guidance.
Attached as Exhibit 99.1 is the press release issued today, which is hereby
incorporated by reference.
Exhibit
No. Description of Exhibit
99.1 Press Release issued by Exelon Corporation dated January 25, 2002.
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
-----------------------------------
Senior Vice President &
Chief Financial Officer
January 25, 2002
Exhibit 99.1
[Exelon Logo]
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News Release
From: Exelon Corporation FOR IMMEDIATE RELEASE
---------------------
Corporate Communications January 25, 2002
P.O. Box 805379
Chicago, IL 60680-5379
Contact: Donald Kirchoffner
312.394.3001
Linda Byus, CFA
312.394.7696
Exelon Announces Restatement of Third Quarter Results;
Reaffirms 2001 Earnings Guidance
Chicago (January 25, 2002) -- Exelon announced today that it is restating its
third quarter 2001 financial statements as a result of an error in the amount of
realized nuclear decommissioning trust fund losses recorded for the third
quarter. As a result of the restatement, third quarter 2001 diluted earnings per
share decreased to $1.16 from the previously reported $1.25.
Exelon also announced today that full year 2001 earnings are expected to be
within the $4.30-$4.45 per diluted share guidance issued in September 2001.
Exelon records realized income or loss on decommissioning trust funds based on
an estimate provided by the custodian of the funds. In January 2002, as part of
the year-end close process, Exelon discovered that the actual loss realized by
the trust funds during the third quarter was higher than the estimated amount
used in the preparation of the financial statements, and determined that
restatement of third quarter results was appropriate.
Exelon is restating its third quarter financial statements and will be filing an
amended Quarterly Report on Form 10-Q/A for the Quarter Ended September 30,
2001. The amended 10-Q/A will include revisions to reflect a decrease in Other
Income due to the additional realized decommissioning trust fund losses of $52
million, a decrease in income tax expense of $25 million, and a reduction in net
income of $27 million.
Exelon expects to announce fourth quarter and full year 2001 earnings before the
markets open on Tuesday, January 29. Exelon will host a one-hour conference call
for investors at 2 PM Central Time (3 PM Eastern Time). The call-in numbers are
as follows:
U.S. Callers: 877/780-2271
International Callers: 973/872-3462
No confirmation code required
Page 2
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements herein
include statements about future financial and operating results of Exelon.
Economic, business, competitive and/or regulatory factors affecting Exelon's
businesses generally could cause actual results to differ materially from those
described herein. For a discussion of the factors that could cause actual
results to differ materially, please see Exelon's filings with the Securities
and Exchange Commission, particularly those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Outlook" in Exelon's 2000 Annual Report. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this press release. Exelon does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this press 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.