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 22, 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) 394-7398 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
Table of Contents - -------------------------------------------------------------------------------- Item 5. Other Events Item 9 Regulation FD Disclosure Exhibit 99.1 First Quarter 2002 Earnings Release Exhibit 99.2 Unusual items included in 2001 earnings per diluted common share - -------------------------------------------------------------------------------- Item 5. Other Events On April 22, 2002, Exelon Corporation issued a press release disclosing its first quarter 2002 earnings results. The press release is attached as Exhibit 99.1. Exelon also announced that Nicholas DeBenedictis, chairman of Philadelphia Suburban Corporation (PSC) and one of the Philadelphia region's most prominent civic leaders, was elected to the board of directors of Exelon Corporation. Mr. DeBenedictis fills the vacancy created by the resignation of Daniel Cooper, who was appointed to a post in the Bush Administration as undersecretary for benefits for the U.S. Department of Veterans Affairs. DeBenedictis has served as PSC chairman for nine years. Prior to joining the firm in 1992 as president and CEO, he was senior vice president of Corporate and Public Affairs for PECO, responsible for government relations, community relations, communications and public policy. Previously, he served as president of the Greater Philadelphia Chamber of Commerce, increasing membership to more than 5,500 businesses - ranking it among the five largest chambers in the nation. Active in public policy in Pennsylvania and Washington D.C., DeBenedictis held executive posts earlier in his career with the state Department of Environmental Resources, the state Office of Economic Development, and the U.S. Environmental Protection Agency. DeBenedictis supports numerous industry, business and community organizations. He currently serves as chairman of the Pennsylvania Business Roundtable and is a member of the executive committee of the Greater Philadelphia Chamber of Commerce, as well as Pennsylvania Environmental Council, Independence Visitors Center and Drexel University. Item 9. Regulation FD Disclosure As previously announced, on April 23, 2002 Exelon Corporation conducted its First Quarter Earnings Conference Call. Members of management participating in the call included Chairman and CEO John W. Rowe, Senior Executive Vice President Oliver D. Kingsley, Executive Vice President Pamela B. Strobel, and Executive Vice President Ian McLean. The call was open to all on a listen-only basis and was audio web-cast. Telephone replays will be available through April 30. The U.S. call-in number is 877.519.4471 and the international call-in number is 973.341.3080. The confirmation code is 3178303. The call will also be archived on Exelon's web site, www.exeloncorp.com; please choose the Investor Relations page. During the call management reviewed issues outlined in the press release. Management indicated that the cost management initiative underway is expected to reduce costs by $200 million from original budget levels. The cost reductions are in addition to the $225 million of merger synergies that were in the budget. About one-half of the savings will come from the Generation business segment, one-third from delivery and the balance from Enterprises and corporate. Two-thirds of the savings are operating and maintenance expense reductions, with the remaining one-third related to fuel, interest and taxes. Approximately $11 million of the savings were realized in the first quarter with the remainder to be realized throughout the remainder of the year. Approximately 75% of the savings are cash savings. Management also stated it expected a modest economic recovery in the second half of 2002. Demand growth assumptions for ComEd were updated to 1.6%, up from the original forecast of 1%. Demand growth forecasts for PECO of 0.6% are unchanged. 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 2001 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 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 COMMONWEALTH EDISON COMPANY PECO ENERGY COMPANY /S/ Ruth Ann Gillis ------------------------------------- Ruth Ann Gillis Senior Vice President and Chief Financial Officer Exelon Corporation April 25, 2002
Exhibit 99.1

                                                                   EXELON [LOGO]

- --------------------------------------------------------------------------------

News Release

From:      Exelon Corporation                            FOR IMMEDIATE RELEASE
           Corporate Communications                      ---------------------
           P.O. Box 805379                               April 22, 2002
           Chicago, IL  60680-5379

Contact:   Kellie Szabo, Media Relations
           312.394.3071
           Linda Byus, CFA, Investor Relations
           312.394.7696

        Exelon Announces First Quarter Operating Earnings of $0.77 Before
                      Goodwill Impairment and Unusual Items

Chicago (April 22, 2002) - Exelon Corporation (NYSE: EXC) today reported
consolidated earnings of $8 million, or $0.02 per share (diluted), for the first
quarter of 2002. Operating earnings were $250 million, or $0.77 per share,
before a $230 million, or $0.71 per share, after-tax cumulative effect of
adopting SFAS 142, the new accounting standard for goodwill and intangible
assets, and net pretax charges of $10 million, or $0.04 per share (diluted), for
severance costs. Operating earnings in the first quarter of 2002 were down
compared with first quarter 2001 earnings of $1.19 per share before the
cumulative effect of adopting SFAS 133, the new accounting standard for
derivatives.

Weaker operating results were due to lower wholesale power prices, a
weather-related decrease in retail energy sales and deliveries, and higher
nuclear outage-related maintenance expense compared with the prior year. Milder
than normal winter weather reduced earnings by approximately $0.18 per share on
a consolidated basis in the first quarter of 2002. The higher operating and
maintenance expense for the quarter includes the $10 million severance charge.
These negative factors were partially offset by lower interest expense and the
absence of the amortization of goodwill. The cessation of goodwill amortization
contributed $0.12 per share for the quarter.

John W. Rowe, Exelon Chairman and CEO, stated, "Absent the mild weather, our
first quarter was in line with our expectations. Weather is a factor we cannot
control. We remain focused on the factors that we can control through our cost
management initiative, the rationalization of Enterprises' investments and
continued operational excellence. While there are a great many uncertainties
still ahead, we believe we can tighten our previous earnings guidance to $4.55
to $4.85 per share."

2002 Earnings Guidance

Exelon's 2002 earnings guidance has been updated to incorporate year-to-date
events including first quarter operating results, the announced TXU asset
acquisition, an updated economic outlook, the wholesale power market outlook and
the new cost management initiative. The updated guidance for consolidated 2002
earnings from operations excluding one-time items is a range of $4.55 to $4.85
per share based on the assumption of normal weather for the balance of the year.
Second quarter earnings are expected to represent about 20% of the full year
guidance.


Page 2

First Quarter Highlights

o    Exelon Generation's nuclear group completed four scheduled refueling
     outages during the first quarter of 2002. In the first quarter of 2001,
     there were no refueling outages. The average duration of the four outages
     was 20 days compared to industry average outage duration of 37 days in
     2001. Exelon Generation's nuclear fleet, including AmerGen, achieved a
     capacity factor of 90.3% for the first quarter of 2002. Nuclear generation
     of 28,752 MWhs represented 46% of Exelon's total electric supply in the
     first quarter of 2002.

o    Exelon Generation's fossil operations continued their strong performance
     with 99.2% on-time delivery and 97.3% dispatch availability.

o    Exelon Generation's power marketing organization, Power Team, mitigated the
     impact of depressed wholesale power prices during the first quarter with
     hedging activities. The average realized market price for the quarter was
     approximately $28/MWh, significantly higher than the average observed
     around-the-clock spot price of approximately $21/MWh in its two primary
     generation supply regions of MAIN and PJM. The realized market price in
     first quarter of 2001 was $40/MWh.

o    Exelon Energy Delivery's Illinois operating company, ComEd, received an
     interim rate order in its Delivery Services Rate Case. The order, issued on
     April 1, set residential delivery rates for residential choice beginning
     May 1, 2002. Traditional bundled rates that are paid by customers who
     retain ComEd as their electricity supplier are not affected by this order
     and will remain frozen through 2004. The order is interim pending the
     completion of an audit of ComEd's test year expenditures with a final order
     expected in April 2003. While the interim order is not expected to have a
     material impact on revenue in 2002, it is a significant step towards
     establishing a rate structure, which provides for the recovery of ComEd's
     investments and costs.

o    On March 13, 2002, ComEd closed on a $400 million First Mortgage Bond sale,
     which is due on March 15, 2012. The net proceeds from the sale of the
     Bonds, together with available cash balances, will be used to refinance
     outstanding ComEd debt. The deal was priced at 115 basis points over the
     10-year Treasury note and is part of an effort at Exelon Corporation to
     manage ComEd's balance sheet and lower its interest expense. The Bond
     refinancing will provide ComEd with over $7 million in pretax interest
     savings per year.

o    Exelon Enterprises announced an agreement to sell its 49% interest in AT&T
     Wireless PCS of Philadelphia, LLC to a subsidiary of AT&T Wireless Services
     for $285 million in cash. The transaction was announced on March 1 and
     closed on April 1, 2002. The after-tax gain is estimated at approximately
     $120 million with a resulting $0.37 earnings per share (diluted) gain which
     will be reported as part of second quarter earnings. Proceeds from the
     transaction will be used for Exelon's general corporate purposes.

Other Items:

First quarter reported earnings of $0.02 per diluted share include the effects
of the following:

o    The adoption of SFAS 142, a new accounting standard for goodwill and
     intangible assets, effective January 1, 2002. Consistent with the new
     standard, Exelon ceased amortization of goodwill and performed an
     assessment for impairment of the approximately $5.3 billion of goodwill on
     its balance sheet at December 31, 2001. As a result of the impairment
     review, Exelon reduced the carrying value of the goodwill related to the
     Enterprises business segment by $341 million. Additionally, Exelon
     recognized a pretax benefit of $22 million from its equity


Page 3

     investment in AmerGen, upon AmerGen's recognition of a gain related to
     negative goodwill. The impairment of the Enterprises goodwill and the
     benefit of the AmerGen negative goodwill, which are recorded as a
     cumulative effect of a change in accounting principle, had the net effect
     of reducing net income by $230 million (after-tax) or $0.71 per share.

o    Recognition of severance costs of $10 million pretax primarily related to
     executive severance. Not all of the severance expense is tax-deductible,
     resulting in a $0.04 per share impact.

First quarter 2001 operating results exclude a $12 million after-tax benefit
($0.04 per share) from the implementation of a new accounting standard on
accounting for derivatives.

BUSINESS UNIT RESULTS

Exelon Corporation's consolidated net income for the first quarter of 2002 was
$8 million compared with net income of $399 million in the first quarter of
2001.

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's net income in the first
quarter of 2002 of $215 million compared with net income of $266 million in the
first quarter of 2001, primarily due to mild winter weather in 2002. Heating
degree days in the ComEd service territory were down 13% relative to last year
and 12% below normal. Heating degree days in the PECO service territory were
down 17% compared with 2001 and 24% below normal. As a result, retail KWh
deliveries fell 3.4% for ComEd and 5.1% for PECO, and PECO's gas deliveries fell
8% compared with 2001. Energy Delivery's total revenues for the first quarter of
2002 of $2,335 million were down 6.5% from $2,497 million in 2001. Reduced KWh
sales resulted in a $73 million decrease in fuel and purchased power. Operating
and maintenance expense increased $23 million reflecting higher uncollectible
accounts and claims expenses, costs associated with the deployment of automatic
meter reading technology, and increased corporate allocations, including a
portion of the severance charges. The absence of the amortization of goodwill
and lower interest expense partially offset the lower KWh deliveries and sales.
The impact of the mild weather lowered Energy Delivery earnings per share
approximately $0.09 relative to 2001 and $0.15 relative to the normal weather
that was incorporated in our earnings guidance.

Exelon Generation consists of Exelon's electric generation operations and power
marketing and trading functions. Generation's first quarter 2002 net income of
$79 million was down sharply from first quarter 2001 net income of $170 million
reflecting lower margins on wholesale energy sales and lower volumes sold to
Exelon Energy Delivery. First quarter 2001 net income includes a $12 million
benefit from the cumulative effect of adopting SFAS 133. Energy sales for the
first quarter of 2002 totaled 62,563 GWhs including trading volumes of 14,239
GWhs. Sales excluding trading volumes totaled 48,324 GWhs compared with 48,254
GWhs in 2001. Generation's first quarter 2002 revenues of $1,975 million include
$515 million related to the trading portfolio. Non-trading revenues of $1,460
million were down 10% from the first quarter of 2001, reflecting lower market
prices for energy and lower sales to retail affiliates. The lower Generation
sales to Exelon Energy Delivery, resulting from mild winter weather, reduced net
income by $7 million, or $0.02 per share. The average realized wholesale market
price excluding trading activity in the first quarter of 2002 was $28 per MWh
compared with $40 per MWh in 2001. First quarter results include non-cash
mark-to-market gains on trading and non-trading activities of $2.6 million
pretax. Operating and maintenance expense was up $28 million with the increase
being attributable to four additional refueling outages relative to 2001
partially offset by employee reductions and other non-outage operating costs.

Exelon Enterprises consists of Exelon's competitive retail energy sales, energy
solutions and infrastructure services, venture capital investments and related
businesses. Enterprises' first quarter 2002 results were a loss of $28 million
before the goodwill impairment, which compared with


Page 4

a first quarter 2001 loss of $25 million. The first quarter 2001 results include
a $4 million after-tax gain on an investment. Absent that gain, the loss in
first quarter 2001 was $29 million. Exelon's total investment in Enterprises is
currently about $800 million, after reflecting the April 1, 2002 AT&T Wireless
sale.

Conference call information: Exelon has scheduled a Conference Call for 8 AM ET
(7 AM CT) on April 23. The call-in number in the U.S. is 800/475-2151; the
international call-in number is 973/321-1020. 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 through April 30. The U.S. call-in number is
877.519.4471; the international call-in number is 973.341.3080. The confirmation
code is 3178303.

================================================================================

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 2001 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 5 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 5 million
customers in Illinois and Pennsylvania and gas to more than 440,000 customers in
the Philadelphia area. The company also has holdings in such competitive
businesses as energy, infrastructure services, energy services and
telecommunications. Exelon is headquartered in Chicago and trades on the NYSE
under the ticker EXC.





EXELON CORPORATION Consolidated Statements of Income (unaudited) (in millions, except per share data) Three Months Ended March 31, --------------------------- 2002 2001 ------- ------- Operating Revenues $ 3,870 $ 3,823 Operating Expenses Fuel and Purchased Power 1,677 1,330 Operating and Maintenance 1,067 1,058 Depreciation and Amortization 335 378 Taxes Other Than Income 186 168 ------- ------- Total Operating Expenses 3,265 2,934 ------- ------- Operating Income 605 889 ------- ------- Other Income and Deductions Interest Expense (249) (292) Distributions on Preferred Securities of Subsidiaries (11) (11) Equity in Earnings (Losses) of Unconsolidated Affiliates, net 13 18 Other, net 28 55 ------- ------- Total Other Income and Deductions (219) (230) ------- ------- Income Before Income Taxes and Cumulative Effect of Changes in Acounting Principles 386 659 Income Taxes 148 272 ------- ------- Income Before Cumulative Effect of Changes in Accounting Principles 238 387 Cumulative Effect of Changes in Accounting Principles, Net of Income Taxes (230) 12 ------- ------- Net Income $ 8 $ 399 ======= ======= Average Common Shares Outstanding Basic: 321 320 Diluted: 323 324 Earnings per Average Common Share: Basic: Income before Cumulative Effect of Changes in Accounting Principles $ 0.74 $ 1.21 Cumulative Effect of Changes in Accounting Principles (0.72) 0.04 ------- ------- Net Income $ 0.02 $ 1.25 ======= ======= Diluted: Income before Cumulative Effect of Changes in Accounting Principles $ 0.73 $ 1.19 Cumulative Effect of Changes in Accounting Principles (0.71) 0.04 ------- ------- Net Income $ 0.02 $ 1.23 ======= ======= Unusual Items included in Diluted Earnings per Common Share Gains/(Losses): Transition loss on implementation of FAS 141 and 142 $ (0.71) $ - Employee severance costs (0.04) - Gain on investment - 0.01 Implementation of FAS 133 - 0.04 Settlement of Transition Bond swap - 0.01 ------- ------- Total Unusual Items $ (0.75) $ 0.06 ======= =======
EXELON CORPORATION Earnings Per Diluted Share Reconciliation First Quarter 2002 vs. First Quarter 2001 2001 Earnings per Diluted Share $ 1.23 Unusual Items included in 2001 Earnings: Cumulative Effect of Adopting SFAS 133 (0.04) Gain on Investment (1) (0.01) Settlement of Transition Bond Swap (0.01) -------- 2001 Earnings Excluding Unusual Items 1.17 Year Over Year Effects on Earnings: Lower Energy Margins - Excluding Weather (2) (0.36) Lower Energy Margins - Weather Impact (3) (0.13) Nuclear Outage Operating and Maintenance Costs (4) (0.12) Cessation of Goodwill Amortization 0.12 Lower Operating and Maintenance Expense (O&M) (5) 0.09 Lower Interest Expense (6) 0.08 Lower InfraSource and Exelon Services Activity (0.04) Higher Taxes Other Than Income (7) (0.04) Lower Depreciation and Amortization Expense (8) 0.01 Lower Equity in Earnings of Unconsolidated Affiliates (0.01) -------- 2002 Earnings Before Cumulative Effect of Adopting SFAS 142 and Severance 0.77 Cumulative Effect of Adopting SFAS 142 (0.71) Severance (9) (0.04) -------- 2002 Earnings per Diluted Share $ 0.02 ======== (1) Realized gain on distribution on an Enterprises investment. (2) Primarily reflects lower wholesale prices and a CTC settlement in 2001 at PECO partially offset by a stronger economy in Chicago in 2002 compared to 2001. Also includes approximately $0.05 per share reflecting a 5% residential customer rate reduction at ComEd. (3) Primarily related to warmer winter weather in Chicago and Philadelphia in 2002 compared to 2001. Additionally, because retail electricity sales were down due to weather, the Power Team sold more electricity at wholesale prices. The estimated net impact of milder weather is a reduction of earnings per share of $0.09, $0.02 and $0.02 at Energy Delivery, Generation and Enterprises, respectively. (4) Relates to four nuclear refueling outages in 2002 as compared to no refueling outages in 2001. (5) Lower O&M's, excluding outage costs, severance costs and lower InfraSource and Exelon Services activity, primarily relate to decreased Generation O&M's offset by increased Energy Delivery O&M's reflecting uncollectible accounts and claims expenses and costs associated with the deployment of automatic meter reading technology. (6) Reflects lower debt outstanding and lower interest rates due to refinancing at Energy Delivery and a lower rate on Generation's spent nuclear fuel obligation. (7) Primarily reflects a higher gross receipts tax rate at PECO. (8) Depreciation and amortization expense, excluding goodwill amortization, was lower primarily related to the effect of the extension of the estimated service lives of the generating stations in 2001, partially offset by increased CTC amortization at PECO, higher amortization of capitalized software at Enterprises and increased depreciation related to higher depreciable plant. (9) Executive severance costs partially offset by favorable adjustments to previous severance estimates. A portion of the executive severance is not tax deductible. As a result, the after-tax impact on earnings is $0.04 per share.
EXELON CORPORATION Consolidating Statements of Income (unaudited) (in millions) Three Months Ended March 31, 2002 ------------------------------------------------------------------------- Energy Exelon Delivery Generation Enterprises Corp/Elim Consolidated -------- ---------- ----------- --------- ------------ Operating Revenues $ 2,335 $ 1,975 $ 490 $ (930) $ 3,870 Operating Expenses Fuel and Purchased Power 1,024 1,342 204 (893) 1,677 Operating and Maintenance 373 432 301 (39) 1,067 Depreciation and Amortization 247 63 17 8 335 Taxes Other Than Income 132 49 2 3 186 ------- ------- ------- ------- ------- Total Operating Expenses 1,776 1,886 524 (921) 3,265 ------- ------- ------- ------- ------- Operating Income 559 89 (34) (9) 605 Other Income and Deductions Interest Expense (221) (17) (5) (6) (249) Distributions on Preferred Securities of Subsidiaries (11) - - - (11) Equity in Earnings (Losses) of Unconsolidated Affiliates, net - 23 (7) (3) 13 Other, net 14 16 (1) (1) 28 ------- ------- ------- ------- ------- Total Other Income and Deductions (218) 22 (13) (10) (219) ------- ------- ------- ------- ------- Income Before Income Taxes and Cumulative Effect of Change in Acounting Principle 341 111 (47) (19) 386 Income Taxes 126 45 (19) (4) 148 ------- ------- ------- ------- ------- Income Before Cumulative Effect of Change in Accounting Principle 215 66 (28) (15) 238 Cumulative Effect of Change in Accounting Principle, Net of Income Taxes - 13 (243) - (230) ------- ------- ------- ------- ------- Net Income $ 215 $ 79 $ (271) $ (15) $ 8 ======= ======= ======= ======= ======= Three Months Ended March 31, 2001 ------------------------------------------------------------------------- Energy Exelon Delivery Generation Enterprises Corp/Elim Consolidated -------- ---------- ----------- --------- ------------ Operating Revenues $ 2,497 $ 1,628 $ 667 $ (969) $ 3,823 Operating Expenses Fuel and Purchased Power 1,097 818 361 (946) 1,330 Operating and Maintenance 350 404 323 (19) 1,058 Depreciation and Amortization 268 92 15 3 378 Taxes Other Than Income 115 46 4 3 168 ------- ------- ------- ------- ------- Total Operating Expenses 1,830 1,360 703 (959) 2,934 ------- ------- ------- ------- ------- Operating Income 667 268 (36) (10) 889 Other Income and Deductions Interest Expense (246) (33) (13) - (292) Distributions on Preferred Securities of Subsidiaries (11) - - - (11) Equity in Earnings (Losses) of Unconsolidated Affiliates, net - 26 (8) - 18 Other, net 47 4 17 (13) 55 ------- ------- ------- ------- ------- Total Other Income and Deductions (210) (3) (4) (13) (230) ------- ------- ------- ------- ------- Income Before Income Taxes and Cumulative Effect of Change in Acounting Principle 457 265 (40) (23) 659 Income Taxes 191 107 (15) (11) 272 ------- ------- ------- ------- ------- Income Before Cumulative Effect of Change in Accounting Principle 266 158 (25) (12) 387 Cumulative Effect of Change in Accounting Principle, Net of Income Taxes - 12 - - 12 ------- ------- ------- ------- ------- Net Income $ 266 $ 170 $ (25) $ (12) $ 399 ======= ======= ======= ======= =======
EXELON CORPORATION Business Segment Comparative Income Statements (Unaudited) (in millions) Energy Delivery --------------------------------------------- Three Months Ended March 31, --------------------------- 2002 2001 Variance ---- ---- -------- Operating Revenues $ 2,335 $ 2,497 $ (162) Operating Expenses Fuel and Purchased Power 1,024 1,097 (73) Operating and Maintenance 373 350 23 Depreciation and Amortization 247 268 (21) Taxes Other Than Income 132 115 17 ------- ------- ------- Total Operating Expenses 1,776 1,830 (54) ------- ------- ------- Operating Income 559 667 (108) Other Income and Deductions Interest Expense (221) (246) 25 Distributions on Preferred Securities of Subsidiaries (11) (11) - Other, net 14 47 (33) ------- ------- ------- Total Other Income and Deductions (218) (210) (8) ------- ------- ------- Income Before Income Taxes 341 457 (116) Income Taxes 126 191 (65) ------- ------- ------- Net Income $ 215 $ 266 $ (51) ======= ======= =======
Generation --------------------------------------------- Three Months Ended March 31, ---------------------------- 2002 2001 Variance ---- ---- -------- Operating Revenues $ 1,975 $ 1,628 $ 347 Operating Expenses Fuel and Purchased Power 1,342 818 524 Operating and Maintenance 432 404 28 Depreciation and Amortization 63 92 (29) Taxes Other Than Income 49 46 3 ------- ------- ------- Total Operating Expenses 1,886 1,360 526 ------- ------- ------- Operating Income 89 268 (179) Other Income and Deductions Interest Expense (17) (33) 16 Equity in Earnings (Losses) of Unconsolidated Affiliates, net 23 26 (3) Other, net 16 4 12 ------- ------- ------- Total Other Income and Deductions 22 (3) 25 ------- ------- ------- Income Before Income Taxes and Cumulative Effect of Changes in Acounting Principles 111 265 (154) Income Taxes 45 107 (62) ------- ------- ------- Income Before Cumulative Effect of Changes in Accounting Principles 66 158 (92) Cumulative Effect of Changes in Accounting Principles, Net of Income Taxes 13 12 1 ------- ------- ------- Net Income $ 79 $ 170 $ (91) ======= ======= =======
EXELON CORPORATION Business Segment Comparative Income Statements (unaudited) (in millions) Enterprises ---------------------------------------------- Three Months Ended March 31, ---------------------------- 2002 2001 Variance ---- ---- -------- Operating Revenues $ 490 $ 667 $ (177) Operating Expenses Fuel and Purchased Power 204 361 (157) Operating and Maintenance 301 323 (22) Depreciation and Amortization 17 15 2 Taxes Other Than Income 2 4 (2) ------- ------- ------- Total Operating Expenses 524 703 (179) ------- ------- ------- Operating Income (34) (36) 2 Other Income and Deductions Interest Expense (5) (13) 8 Equity in Earnings (Losses) of Unconsolidated Affiliates, net (7) (8) 1 Other, net (1) 17 (18) ------- ------- ------- Total Other Income and Deductions (13) (4) (9) ------- ------- ------- Income Before Income Taxes and Cumulative Effect of Change in Acounting Principle (47) (40) (7) Income Taxes (19) (15) (4) ------- ------- ------- Income Before Cumulative Effect of Change in Accounting Principle (28) (25) (3) Cumulative Effect of Change in Accounting Principle, Net of Income Taxes (243) - (243) ------- ------- ------- Net Income $ (271) $ (25) $ (246) ======= ======= =======
Corporate and Eliminations --------------------------------------------- Three Months Ended March 31, ---------------------------- 2002 2001 Variance ---- ---- -------- Operating Revenues $ (930) $ (969) $ 39 Operating Expenses Fuel and Purchased Power (893) (946) 53 Operating and Maintenance (39) (19) (20) Depreciation and Amortization 8 3 5 Taxes Other Than Income 3 3 - ------- ------- ------- Total Operating Expenses (921) (959) 38 ------- ------- ------- Operating Income (9) (10) 1 Other Income and Deductions Interest Expense (6) - (6) Equity in Earnings (Losses) of Unconsolidated Affiliates, net (3) - (3) Other, net (1) (13) 12 ------- ------- ------- Total Other Income and Deductions (10) (13) 3 ------- ------- ------- Income Before Income Taxes (19) (23) 4 Income Taxes (4) (11) 7 ------- ------- ------- Net Income $ (15) $ (12) $ (3) ======= ======= =======
EXELON CORPORATION Electric Sales Statistics For the Three Months Ended March 31, (in thousands of megawatthours) 2002 2001 % Change - ------------------------------------------------------------ ------------ ------------ --------------- Supply Nuclear, excluding AmerGen 28,752 31,206 (7.9%) Purchased power - Power Team - trading 14,239 - n.m. Purchased power - Power Team - other 17,303 15,561 11.2% Fossil, excluding Sithe 2,269 1,487 52.6% ------------ ------------ Power Team Supply 62,563 48,254 Purchased power - Other 242 60 303.3% ------------ ------------ Total electric supply available for sale 62,805 48,314 30.0% Less: Line loss and company use 2,191 1,616 35.6% ------------ ------------ Total Energy Sales 60,614 46,698 29.8% ============ ============ Energy Sales Retail Sales (1) 29,831 31,978 (6.7%) Power Team Market Sales 19,324 17,459 10.7% Trading Portfolio 14,239 - n.m. Interchange sales and sales to other utilities 739 1,543 (52.1%) ------------ ------------ 64,133 50,980 25.8% Less: Distribution Only Sales (3,519) (4,282) (17.8%) ------------ ------------ Total Energy Sales 60,614 46,698 29.8% ============ ============ (1) Includes Exelon Energy sales of 1,177,792 MWh and 2,113,676 MWh for the three months ended March 31, 2002 and 2001, respectively. n.m. - not meaningful
EXELON CORPORATION Energy Delivery Sales Statistics For the Three Months Ended March 31,
ComEd PECO --------------------------------------- ------------------------------------- Electric Deliveries (MWh) 2002 2001 % Change 2002 2001 % Change - ------------------------- ---- ---- -------- ---- ---- -------- Bundled Deliveries (a) Residential 6,408,683 6,306,593 1.6% 2,055,598 2,459,034 (16.4%) Small Commercial & Industrial 5,449,634 5,874,818 (7.2%) 1,757,382 1,001,188 75.5% Large Commercial & Industrial 1,956,006 2,890,060 (32.3%) 3,351,069 2,530,729 32.4% Public Authorities & Electric Railroads 1,800,797 2,010,241 (10.4%) 193,347 192,756 0.3% --------------------------- -------------------------- 15,615,120 17,081,712 (8.6%) 7,357,396 6,183,707 19.0% --------------------------- ========================== Unbundled Deliveries (b) Alternative Energy Suppliers - ---------------------------- Residential n/a n/a 791,661 527,129 50.2% Small Commercial & Industrial 1,003,883 461,782 117.4% 96,522 892,423 (89.2%) Large Commercial & Industrial 1,385,986 1,163,455 19.1% 102,828 1,189,200 (91.4%) Public Authorities & Electric Railroads 138,042 43,073 220.5% 46 4,743 (99.0%) --------------------------- -------------------------- 2,527,911 1,668,310 51.5% 991,057 2,613,495 (62.1%) --------------------------- ========================== PPO (ComEd Only) - ---------------- Small Commercial & Industrial 763,224 822,909 (7.3%) Large Commercial & Industrial 1,311,080 1,358,571 (3.5%) Public Authorities & Electric Railroads 242,325 257,875 (6.0%) --------------------------- 2,316,629 2,439,355 (5.0%) --------------------------- Total Unbundled Deliveries 4,844,540 4,107,665 17.9% 991,057 2,613,495 (62.1%) --------------------------- -------------------------- Total Retail Deliveries 20,459,660 21,189,377 (3.4%) 8,348,453 8,797,202 (5.1%) =========================== ========================== Gas Deliveries (mmcf) (PECO only) 31,357 34,230 (8.4%) - --------------------------------- ========================== Revenue (in thousands) - ---------------------- Bundled Revenue (a) Residential $ 517,805 $ 534,151 (3.1%) $ 243,447 $ 280,853 (13.3%) Small Commercial & Industrial 391,085 413,101 (5.3%) 188,722 106,534 77.1% Large Commercial & Industrial 102,106 136,187 (25.0%) 244,332 183,191 33.4% Public Authorities & Electric Railroads 91,656 106,458 (13.9%) 18,152 17,128 6.0% --------------------------- -------------------------- 1,102,652 1,189,897 (7.3%) 694,653 587,706 18.2% --------------------------- -------------------------- Unbundled Revenue (b) Alternative Energy Suppliers - ---------------------------- Residential n/a n/a 54,144 35,762 51.4% Small Commercial & Industrial 12,446 13,474 (7.6%) 4,662 40,420 (88.5%) Large Commercial & Industrial 9,656 26,723 (63.9%) 2,913 35,325 (91.8%) Public Authorities & Electric Railroads 1,826 617 195.9% 6 665 (99.1%) --------------------------- -------------------------- 23,928 40,814 (41.4%) 61,725 112,172 (45.0%) --------------------------- -------------------------- PPO (ComEd Only) - ---------------- Small Commercial & Industrial 43,060 37,263 15.6% Large Commercial & Industrial 64,102 60,719 5.6% Public Authorities & Electric Railroads 12,750 11,756 8.5% --------------------------- 119,912 109,738 9.3% --------------------------- Total Unbundled Revenue 143,840 150,552 (4.5%) 61,725 112,172 (45.0%) --------------------------- -------------------------- Total Retail Electric Revenue 1,246,492 1,340,449 (7.0%) 756,378 699,878 8.1% Wholesale Electric Revenue 23,647 28,675 (17.5%) 985 492 100.2% Other Revenue 45,319 77,137 (41.2%) 53,801 55,926 (3.8%) Gas Revenue n/a n/a 208,606 294,778 (29.2%) --------------------------- -------------------------- Total Revenues $ 1,315,458 $ 1,446,261 (9.0%) $1,019,770 $ 1,051,074 (3.0%) =========================== ========================== Heating and Cooling Degree Days 2002 2001 Normal 2002 2001 Normal - ------------------------------- ------------------------------------- ------------------------------------ Heating Degree Days 2,865 3,281 3,254 2,067 2,499 2,722 Cooling Degree Days - - - - - - (a) Bundled service reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the delivery cost of the transmission and distribution of the energy. (b) Unbundled service reflects customers electing to receive electric generation service under the ComEd PPO option or an alternative energy supplier. Revenue from customers choosing the ComEd PPO option includes an energy charge at market rates, transmission and distribution charges and a CTC charges. Revenue from customers choosing an alternative energy supplier includes a distribution charge and a CTC charge. Transmission charges received from alternative energy suppliers are included in wholesale and miscellaneous revenue.
Exelon Generation Power Marketing Statistics For the Three Months Ended March 31, 2002 2001 ---------- ---------- GWh Sales Energy Delivery 27,750 29,204 Exelon Energy 1,250 1,591 Market Sales 19,324 17,459 Trading Portfolio 14,239 - ---------- ---------- Total Sales 62,563 48,254 ========== ========== Average Margin ($/MWh) Average Realized Revenue Energy Delivery $ 29.98 $ 29.11 Exelon Energy 45.60 38.34 Market Sales 28.15 39.69 Trading Portfolio 36.17 - Total Sales - with trading 31.14 33.24 Total Sales - without trading 29.63 33.24 Average Supply Cost - with trading $ 21.15 $ 16.74 Average Supply Cost - without trading $ 16.74 $ 16.74 Average Margin - with trading $ 9.99 $ 16.50 Average Margin - without trading $ 12.89 $ 16.50 Around-the-clock Market Prices ($/MWh) PJM - first quarter $ 22.00 $ 33.50 Main - first quarter 19.50 30.50 April 2002 Earnings Guidance PJM - Year 2002 $ 28.50 MAIN - Year 2002 23.00
EXELON CORPORATION Exelon Generation Power Marketing Statistics 2001 Marketing Statistics First Second Third Fourth Quarter Quarter Quarter Quarter Year ----------- ----------- ----------- ----------- ----------- GWh Sales Affiliate Sales 30,795 29,520 34,729 28,748 123,792 Market Sales 17,459 18,548 17,781 18,545 72,333 Trading Portfolio - 454 1,832 3,468 5,754 ----------- ----------- ----------- ----------- ----------- Total Sales 48,254 48,522 54,342 50,761 201,879 =========== =========== =========== =========== =========== Average Margin ($/MWh) Average Realized Revenue Affiliate Sales $ 29.58 $ 30.57 $ 40.41 $ 30.44 $ 33.05 Market Sales 39.69 37.98 42.96 28.46 37.17 Trading Portfolio - 52.33 53.08 30.49 39.41 Total Sales 33.24 33.61 41.67 29.72 34.71 Average Supply Cost - with trading $ 16.74 $ 20.57 $ 29.76 $ 15.91 $ 20.96 Average Supply Cost - without trading $ 16.74 $ 20.26 $ 28.96 $ 14.94 $ 20.44 Average Margin - with trading $ 16.50 $ 13.04 $ 11.91 $ 13.81 $ 13.75 Average Margin - without trading $ 16.50 $ 13.16 $ 12.31 $ 14.73 $ 14.13 Around-the-clock Market Prices ($/MWh) PJM $ 33.50 $ 30.00 $ 40.50 $ 21.50 $ 31.50 Main 30.50 27.00 25.00 16.50 25.00
Exhibit 99.2

EXELON CORPORATION Unusual Items included in Earnings per Diluted Common Share 2001 Third Quarter ------------------------- First Second Prior to After Fourth Twelve Quarter Quarter Restatement Restatement Quarter Months ------- ------- ----------- ----------- ------- ------ Reported Diluted Earnings per Share $1.23 $0.97 $1.25 $1.16 $1.05 $4.43 Unusual Items: - -------------- Gain on Implementation of FAS 133 $0.04 $ - $ - $ - $ - $0.04 Gain and losses on Investments 0.01 0.04 (0.07) (0.07) - (0.02) Settlement of Transition Bond Swap 0.01 0.01 CTC prepayment - 0.02 - - - 0.02 Wholesale rate settlement - 0.01 - - - 0.01 Employee severance charges - - (0.06) (0.06) (0.03) (0.09) Litigation reserves - - (0.03) (0.03) (0.03) ------ ------ ------ ------ ------ ------ $0.06 $0.07 $(0.16) $(0.16) $(0.03) $(0.06) ------ ------ ------ ------ ------ ------ Earnings before Unusual Items $1.17 $0.90 $ 1.41 $ 1.32 $ 1.08 $ 4.49 ====== ====== ====== ====== ====== ====== * Due to an decrease in diluted shares during 2001, earnings for the twelve months are not equal to the sum of the four quarters.