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 29, 2002
(Date of earliest
event reported)
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) 394-4321
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
Table of Contents
Item 5. Other Events
Item 9. Regulation FD Disclosure
Item 5. Other Events
On January 29, 2002 Exelon Corporation issued the following press release.
EXELON Logo
- --------------------------------------------------------------------------------
News Release
From: Exelon Corporation FOR IMMEDIATE RELEASE
Corporate Communications ---------------------
P.O. Box 805379 January 29, 2002
Chicago, IL 60680-5379
Contact: Donald Kirchoffner
312.394.3001
Linda Byus, CFA
312.394.7696
Linda Marsicano
312.394.3099
Exelon 2001 Earnings Up 15% at $4.43 Per Diluted Share,
Common Dividend Increased By 4.1%
Chicago (January 29, 2002) - Exelon Corporation (NYSE: EXC) today announced
reported consolidated earnings of $1,428 million, or $4.43 per share (diluted),
for the year ended December 31, 2001, a 15% increase over pro forma 2000
earnings of $1,247 million, or $3.86 per share, assuming the PECO Energy and
Unicom merger occurred January 1, 2000. Absent a net negative $0.06 per share of
unusual items, 2001 earnings from ongoing operations were $4.49 per share.
Exelon's reported earnings for the year 2000 of $586 million or $2.87 per share
represent PECO Energy's 2000 earnings and the earnings of the former Unicom
Corporation from the October 20, 2000, date of its merger with PECO Energy.
Exelon's earnings for the fourth quarter of 2001 were $338 million, or $1.05 per
common share, 59% higher than pro forma fourth quarter 2000 earnings of $0.66
per share. Reported results for the fourth quarter of 2001 include a severance
charge that lowered reported earnings by $0.03 per share.
Corbin A. McNeill, Jr., Exelon Chairman and Co-CEO, stated that "Our performance
in 2001, one of the toughest and most volatile years in the industry's history,
underscores the strength and stability of Exelon's integrated portfolio of
generation and delivery assets. We achieved 15% earnings growth in 2001 because
of the quality of our assets and the commitment of our employees."
Dividend Policy
The Exelon Board today declared a dividend of $0.44 per share of Exelon's common
stock, payable March 10, 2002, to shareholders of record at 5:00 p.m. EST on
February 15, 2002. The increase of $0.07 per share annually, approximately 4.1%,
will result in an annual dividend rate of $1.76 per share or $0.44 per share
quarterly. This is the first dividend increase since Exelon was formed in
October 2000.
Page 2
The new dividend rate reflects Exelon's integrated business portfolio and its
focus on total return to shareholders. "The new dividend rate represents about a
50% payout of the expected 2002 earnings from our regulated electricity delivery
businesses," said John W. Rowe, President and Co-CEO. "Based on the healthy cash
flow and modest earnings growth for Exelon Energy Delivery, we intend to grow
the dividend to about a 60% payout of earnings from our regulated operations."
The payment of future dividends is subject to approval and declaration by the
Board.
Highlights
Exelon Generation had an outstanding year and came in ahead of budget. Increased
generation in our nuclear group, improved availability in our fossil plants and
higher wholesale market sales volumes offset falling wholesale prices and
margins in the second half of the year.
Exelon Generation's nuclear fleet surpassed its operating goals with a nuclear
capacity factor of:
o 92.5% for the fourth quarter
o 94.4% for the year ended December 31, 2001
Exelon Generation's fossil operations continued their year-long strong
performance with:
o 97.0% on time delivery
o 94.4% dispatch availability
Exelon Generation's power marketing organization, Power Team, exceeded budget
for the fourth quarter as strategic portfolio management and increased sales
volumes offset lower wholesale electricity prices. Power Team's results for the
full year were on budget in spite of significant wholesale price volatility over
the twelve-month period. The average realized around-the-clock (ATC) price for
the full year was approximately $37/MWh, more than Power Team's $34/MWh ATC
budget assumption and significantly higher than the averaged observed ATC spot
price of approximately $28/MWh in our two primary generation supply regions of
MAIN and PJM.
Exelon Generation announced an agreement to purchase two gas-fired electric
generating plants totaling 2,334 megawatts located in the Dallas-Fort Worth
metropolis from TXU Corporation. The transaction is expected to add $0.05 to
$0.10 in earnings per share annually, and includes a five-year tolling agreement
between Exelon and TXU. The transaction was announced on December 20 and is
expected to close during the first quarter of 2002.
Exelon Energy Delivery results also exceeded expectations. Key earnings drivers
were lower operating and maintenance expenses and lower net interest expense,
which more than offset the weather-related decreases in retail deliveries in the
fourth quarter and the full year. ComEd's retail deliveries in the quarter were
down 5.6% as heating degree days were 29% lower than fourth quarter 2000. PECO's
retail kWh deliveries for the quarter were down 6.4% with heating degree days
34% lower than fourth quarter 2000. Retail kWh deliveries for both ComEd and
PECO Energy decreased for the year 2001 compared with 2000 with ComEd down 0.5%
and PECO down 1.1%.
Other items:
Fourth quarter reported earnings of $1.05 per diluted share include the effects
of the following:
o Fourth quarter 2001 earnings reflected goodwill amortization of $35 million
or $0.11 per share. Goodwill amortization totaled $150 million or $0.46 per
share in 2001. Consistent with the new accounting standard for goodwill,
Exelon discontinued goodwill amortization effective January 1, 2002. The
company's review of goodwill for impairment has not been completed.
Page 3
o Employee severance costs of $14.5 million or $0.03 per share, associated
with the staffing reductions announced in the third quarter. A total of
3,400 positions have been identified for elimination as a result of the
2000 merger of PECO Energy and Unicom.
Fourth quarter 2000 pro forma earnings of $0.66 included a $0.07 per share
write-down of a telecommunications investment.
BUSINESS UNIT RESULTS
Performance of Exelon's business segments, Energy Delivery, Generation and
Enterprises is reported on the basis of earnings before interest and income
taxes (EBIT). EBIT consists of operating income and income and expenses recorded
in other-net, with the exception of interest income. Exelon's EBIT for the
fourth quarter of 2001 was $767 million compared to pro forma EBIT of $642
million in the fourth quarter of 2000. Full year 2001 EBIT was $3,456 million
compared to pro forma EBIT of $2,970 million for 2000.
Exelon Energy Delivery consists of the retail electricity transmission and
distribution operations of ComEd and PECO Energy and the natural gas
distribution business of PECO Energy. Energy Delivery EBIT in the fourth quarter
of 2001 of $532 million compares with pro forma EBIT of $765 million in the
fourth quarter of 2000. Full year 2001 EBIT of $2,623 million was down modestly
from pro forma 2000 EBIT of $2,722 million.
Exelon Generation consists of Exelon's electric generation operations and power
marketing and trading functions. Generation's fourth quarter 2001 EBIT of $265
million was up sharply from a pro forma 2000 loss of $26 million. For the full
year 2001, Generation's EBIT of $962 million compared favorably with pro forma
2000 EBIT of $462 million. Energy sales for 2001 totaled 201,845 GWhs with 61%
of the sales to affiliates.
Exelon Enterprises consists of Exelon's competitive retail energy sales, energy
solutions and infrastructure services, venture capital investments and related
businesses. Enterprises' fourth quarter 2001 EBIT was a loss of $27 million
compared with a pro forma fourth quarter 2000 loss of $62 million. Full year
2001 EBIT was a loss of $107 million compared with a pro forma 2000 loss of $172
million. The losses in 2001 were driven by the decline in the telecommunications
market, which reduced revenue at InfraSource (formerly EIS).
Conference call information: Exelon has scheduled a Year End Conference Call for
3 PM EST (2 PM CST) on January 29. The call in number in the US is 877/780-2271;
the international call in number is 973/872-3462. No password is required. Media
representatives are invited to participate on a listen-only basis. The call will
be web-cast and archived on Exelon's web site:
www.exeloncorp.com. (Please select the Investor Relations page.)
Telephone replays will be available after 4 PM on January 29 through February 8.
The U.S. call-in number is 877.519.4471; the international call-in number is
973.341.3080. The confirmation code is 3061879.
###
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Page 4
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 $15 billion in annual
revenues. The company has one of the industry's largest portfolios of
electricity generation capacity, with a nationwide reach and strong positions in
the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately
five million customers in Illinois and Pennsylvania and gas to 425,000 customers
in the Philadelphia area. The company also has holdings in such competitive
businesses as energy, infrastructure services and energy services. Exelon is
headquartered in Chicago and trades on the NYSE under the ticker EXC.
EXELON CORPORATION
Unaudited Income Statement
($ 000,000, except per share data)
Three Months Ended Twelve Months
December 31 December 31
------------------------- -------------------------
2001 2000 2001 2000 (1)
-------- -------- -------- --------
Operating Revenues $ 3,381 $ 3,133 $ 15,140 $ 7,499
Operating Expenses
Fuel and Purchased Power $ 1,043 $ 1,091 $ 5,314 $ 2,606
Operating and Maintenance 1,101 1,282 4,393 2,586
Depreciation and Amortization 339 214 1,448 458
Taxes Other Than Income 130 125 623 322
-------- -------- -------- --------
Total Operating Expenses $ 2,613 $ 2,712 $ 11,778 $ 5,972
-------- -------- -------- --------
Operating Income $ 768 $ 421 $ 3,362 $ 1,527
Other Income and Deductions
Interest Expense & Preferred Dividends (255) (284) (1,156) (632)
Other, net 15 (66) 141 12
Income Taxes (190) (25) (931) (341)
Extraordinary Item, Net of Income Taxes - - - (4)
Cumulative Effect of Change in Accounting
Principle, Net of Income Taxes - - 12 24
-------- -------- -------- --------
Net Income $ 338 $ 46 $ 1,428 $ 586
======== ======== ======== ========
Average Common Shares Outstanding
Basic: 321 283 320 202
Diluted: 322 288 322 204
Earnings Per Common Share - Reported
Basic: $ 1.05 $ 0.16 $ 4.46 $ 2.91
Diluted: $ 1.05 $ 0.16 $ 4.43 $ 2.87
Unusual Items included in
Net Income (gains/(losses):
Litigation reserves - - (0.03) -
Employee severance charge (0.03) - (0.09) -
Gains and losses on investments - (0.07) (0.02) (0.10)
Implementation of FAS 133 - - 0.04 -
Settlement of Transition Bond swap - - 0.01 -
Wholesale rate settlement - - 0.01 -
CTC prepayment - - 0.02 -
Cumulative effect of change in accounting -
method for nuclear outages - - - 0.12
Premiums paid to reacquire debt - - - (0.02)
Merger costs - (0.53) - (0.84)
-------- -------- -------- --------
Total Nonrecurring Items $ (0.03) $ (0.60) $ (0.06) $ (0.84)
Earnings Per Common Share - Proforma for
merger as of 1/1/2000
Diluted: $ 0.66 $ 3.86
(1) Restated to reflect change in accounting method for nuclear outage costs.
EXELON CORPORATION
Business Segment Results
(in millions)
Three Months Ended Twelve Months Ended
December 31 December 31
------------------------------------ ------------------------------------
Pro Forma Pro Forma
2001 2000 2000 (1) 2001 2000 (2) 2000 (1)
-------- -------- -------- -------- -------- --------
Revenue
Energy Delivery $ 2,269 $ 2,015 $ 2,328 $ 10,171 $ 4,511 $ 9,679
Generation 1,510 1,229 1,385 7,048 3,316 6,088
Enterprises 550 594 637 2,292 1,395 1,862
Corporate/Intercompany Elimination (948) (705) (852) (4,371) (1,723) (4,098)
-------- -------- -------- -------- -------- --------
Total Exelon $ 3,381 $ 3,133 $ 3,498 $ 15,140 $ 7,499 $ 13,531
======== ======== ======== ======== ======== ========
Earnings Before Interest and IncomeTaxes (3)
Energy Delivery $ 532 $ 647 $ 765 $ 2,623 $ 1,503 $ 2,722
Generation 265 39 (26) 962 440 462
Enterprises (27) (54) (62) (107) (140) (172)
Corporate/Intercompany Elimination (3) (305) (35) (22) (328) (42)
-------- -------- -------- -------- -------- --------
Total Exelon $ 767 $ 327 $ 642 $ 3,456 $ 1,475 $ 2,970
======== ======== ======== ======== ======== ========
(1) Pro forma 2000 data reflects operations as if the merger occurred on January 1, 2000.
(2) Restated to reflect change in accounting method for nuclear outage costs.
(3) EBIT consists of operating income and other income and expenses recorded in Other,
net with the exception of interest income. Interest income for the three month and
twelve month periods ended December 31, 2001 was $15 million and $46 million,
respectively.
EXELON CORPORATION
Retail Electric Sales Statistics
For the Three Months Ended December 31
ComEd (1) PECO
------------------------------------------ ------------------------------------------
MWH Deliveries 2001 2000 % Change 2001 2000 % Change
- -------------- ----------- ----------- ----------- ----------- ----------- -----------
Residential 5,345,603 5,792,698 (7.7%) 2,505,918 2,838,316 (11.7%)
Small Commercial & Industrial 7,140,746 7,255,516 (1.6%) 1,785,062 1,878,461 (5.0%)
Large Commercial & Industrial 5,083,281 5,712,727 (11.0%) 3,604,675 3,743,356 (3.7%)
Public Authorities & Electric Railroads 2,262,964 2,249,112 0.6% 197,829 188,385 5.0%
----------- ----------- ----------- -----------
Total Sales to Ultimate Customers 19,832,594 21,010,053 (5.6%) 8,093,484 8,648,518 (6.4%)
=========== =========== =========== ===========
Heating Degree Days 1,862 2,631 1,219 1,852
Cooling Degree Days 1 18 38 12
Revenue (in thousands) 2001 2000 % Change 2001 2000 % Change
- ---------------------- ----------- ----------- ----------- ----------- ----------- -----------
Residential $ 455,723 $ 511,212 (10.9%) $ 272,248 $ 292,085 (6.8%)
Small Commercial & Industrial 475,021 505,178 (6.0%) 189,888 132,549 43.3%
Large Commercial & Industrial 207,511 234,986 (11.7%) 242,897 187,894 29.3%
Public Authorities & Electric Railroads 112,367 114,595 (1.9%) 18,838 16,463 14.4%
----------- ----------- ----------- -----------
Total Sales to Ultimate Customers $ 1,250,622 $ 1,365,971 (8.4%) $ 723,871 $ 628,991 15.1%
=========== =========== =========== ===========
Cents / kWh 2001 2000 % Change 2001 2000 % Change
- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Residential $ 0.085 $ 0.088 (3.4%) $ 0.109 $ 0.103 5.8%
Small Commercial & Industrial $ 0.067 $ 0.070 (4.3%) $ 0.106 $ 0.071 49.3%
Large Commercial & Industrial $ 0.041 $ 0.041 0.0% $ 0.067 $ 0.050 34.0%
Public Authorities & Electric Railroad $ 0.050 $ 0.051 (2.0%) $ 0.095 $ 0.087 9.2%
Total Sales to Ultimate Customers $ 0.063 $ 0.065 (3.1%) $ 0.089 $ 0.073 21.9%
(1) Data for the three months ended December 31, 2000 reflects pro forma results for the full quarter.
EXELON CORPORATION
Retail Electric Sales Statistics
For the Year Ended December 31
ComEd (1) PECO
------------------------------------------ -----------------------------------------
MWH Deliveries 2001 2000 % Change 2001 2000 % Change
- -------------- ---------- ----------- ----------- ---------- ----------- ----------
Residential 25,281,880 23,997,261 5.4% 11,177,726 11,310,414 (1.2%)
Small Commercial & Industrial 29,580,055 29,038,204 1.9% 7,603,638 7,468,196 1.8%
Large Commercial & Industrial 21,512,972 23,967,157 (10.2%) 15,311,815 15,695,970 (2.4%)
Public Authorities & Electric Railroads 9,231,014 9,048,881 2.0% 772,839 779,787 (0.9%)
----------- ----------- ----------- -----------
Total Sales to Ultimate Customers 85,605,921 86,051,503 (0.5%) 34,866,018 35,254,367 (1.1%)
=========== =========== =========== ===========
Heating Degree Days 5,943 6,241 4,164 4,741
Cooling Degree Days 849 766 1,404 1,050
Revenue (in thousands) 2001 2000 % Change 2001 2000 % Change
- ---------------------- ---------- ----------- ----------- ---------- ----------- ----------
Residential $ 2,307,580 $ 2,235,307 3.2% $ 1,263,158 $ 1,247,766 1.2%
Small Commercial & Industrial 2,088,991 2,103,063 (0.7%) 763,422 576,409 32.4%
Large Commercial & Industrial 939,686 1,083,772 (13.3%) 992,976 712,590 39.3%
Public Authorities & Electric Railroads 494,602 486,737 1.6% 72,980 57,675 26.5%
----------- ----------- ----------- -----------
Total Sales to Ultimate Customers $ 5,830,859 $ 5,908,879 (1.3%) $ 3,092,536 $ 2,594,440 19.2%
=========== =========== =========== ===========
Cents / kWh 2001 2000 % Change 2001 2000 % Change
- ----------- ---------- ----------- ----------- ---------- ----------- ----------
Residential $ 0.091 $ 0.093 (2.2%) $ 0.113 $ 0.110 2.7%
Small Commercial & Industrial $ 0.071 $ 0.072 (1.4%) $ 0.100 $ 0.077 29.9%
Large Commercial & Industrial $ 0.044 $ 0.045 (2.2%) $ 0.065 $ 0.045 44.4%
Public Authorities & Electric Railroad $ 0.054 $ 0.054 0.0% $ 0.094 $ 0.074 27.0%
Total Sales to Ultimate Customers $ 0.068 $ 0.069 (1.4%) $ 0.089 $ 0.074 20.3%
(1) Data for the year 2000 reflects pro forma results for the full year.
EXELON CORPORATION
Exelon Generation Power Marketing 2001 Statistics
Three months ended Twelve months ended
December 31, 2001 December 31, 2001
----------------- -----------------
GWh Sales
Affiliate Sales (1) 28,760 123,805
Market Sales 21,965 78,040
------------- --------------
Total Sales 50,725 201,845
Average Realized Revenue ($/MWh)
Affiliate Sales $ 30.42 $ 33.04
Market Sales 28.03 37.03
------------- --------------
Total Sales $ 29.48 $ 34.51
Average Supply Cost $ 14.86 $ 20.39
Margin $ 14.62 $ 14.12
- -----------------------------------------------------------
Around-the-clock Market Prices ($/MWh)
October 2001 Earnings Guidance
PJM $ 29.20
Main $ 26.30
December 31, 2001
PJM $ 26.00
Main $ 22.50
- -----------------------------------------------------------
(1) Includes 1,832 GWh and 6,876 GWh sales to Exelon Energy for the three and
twelve month periods ended December 31, 2001, respectively.
Item 9. Regulation FD Disclosure
As previously announced, on January 29, 2002, Exelon Corporation conducted its
Fourth Quarter Earnings Conference Call. The call was open to all on a
listen-only basis and was audio web-cast. Telephone replays will be available
through February 8. Members of management participating in the call included
Corbin A. McNeill, Jr. Chairman and Co-CEO, John W. Rowe, President and Co-CEO,
and Ruth Ann M. Gillis, Senior Vice President and Chief Financial Officer.
During the call management affirmed its previously issued earnings guidance for
2002, maintaining a range of $4.45 to $4.85 per share. The 2002 guidance
reflects the following assumptions:
o Around-the-clock wholesale power prices of $29.20 and $26.30 per
megawatthour in PJM and MAIN, respectively.
o An 80% hedge ratio (i.e. 80% of total projected sales, including
affiliates) for power marketing contracts. This ratio will vary depending
upon market conditions and could increase up to a 95% hedge ratio at any
time.
o A 91.5% nuclear capacity factor, reflecting 11 refueling outages.
o Distribution growth rates of 0.6% and 1.0% in PECO Energy and ComEd,
respectively, Exelon's energy delivery subsidiaries.
o Merger synergies of $225 million.
o Additional cost savings of $100 million in 2002 resulting from a new
corporate wide cost cutting initiative under the leadership of Executive
Vice President Oliver Kingsley.
o An EBIT loss of $4 to $10 million in the Enterprises business unit.
o Normal weather.
o A 38.5% effective tax rate.
First quarter 2002 earnings will be below last year's first quarter earnings as
a result of lower power prices and are expected to be approximately 20% to 25%
of full year 2001 earnings. Management stated that 2002 cash flow is expected to
be $2.85 billion, compared to capital expenditures of $2.2 billion, of which
$1.8-$1.9 billion is for ongoing maintenance. Management does not have plans at
this time for a share buyback. Generally cash requirements will be met through
internal cash flow, although modest amounts of commercial paper may be issued
from time to time. It was also noted that Exelon Enterprises goodwill would be
assessed for impairment in 2002, and that although the analysis has not been
completed, and is not reflected in the 2002 earnings guidance, a writedown upon
the adoption of Financial Accounting Standards Board Statement 142 could be
required.
In a discussion of 2001 results and the outstanding performance of Exelon
Generation, management indicated that the all-in cost of production for its
nuclear fleet in 2001 was $20.05 per megawatthour. Approximately 40% of
Generation's power purchases and 15% of total supply was provided by the Midwest
Generation purchased power contract arrangement. Mark-to-market gains on hedge
book contracts were approximately $20 million in 2001. The improvement in fourth
quarter 2001 operating earnings
compared to 2000 pro forma results was driven by achieved synergies of about
$0.07 per share, interest savings of about $0.02 per share and regular year-end
income tax trueup of about $0.15 per share.
* * * * *
This report 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 report.
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 report.
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 Gillis
-----------------------------------
Ruth Ann Gillis
Senior Vice President and Chief Financial Officer
Exelon Corporation
January 29, 2002
