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
September 3, 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
Item 5. Other Events
On September 3, 2002, Exelon issued a press release announcing that it will
seek rehearing of a ruling last week by the Federal Energy Regulatory Commission
staff. The press release is attached as Exhibit 99.1.
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
/S/ Ruth Ann M. Gillis
---------------------------------
Ruth Ann M. Gillis
Senior Vice President
Exelon Corporation
September 3, 2002
Exhibit 99.1
News Release
From: Exelon Corporation FOR IMMEDIATE RELEASE
Corporate Communications ---------------------
P.O. Box 805379 September 3, 2002
Chicago, IL 60680-5379
Contact: Don Kirchoffner, Exelon Media Relations
312.394.3001
John Hatfield, ComEd Media Relations
312.394.4214
Linda Byus, CFA, Investor Relations
312.394.7696
Exelon and ComEd to Seek Rehearing of FERC Ruling
Chicago (September 3, 2002) - Exelon Corporation (NYSE: EXC) and its Illinois
energy delivery subsidiary ComEd today announced they will seek rehearing of a
ruling last week by the Federal Energy Regulatory Commission (FERC) staff. The
staff ruled that unidentified amounts of goodwill on ComEd's books should be
attributed to the nuclear units and power marketing activities it transferred to
Exelon Generation in January 2001 as part of the company's post-merger
restructuring.
Exelon Chairman and Chief Executive Officer John W. Rowe stated, "I have
reviewed this matter closely with the Exelon and ComEd finance and accounting
staffs, as well as with our external auditors PricewaterhouseCoopers, and I am
confident that our filings complied with Generally Accepted Accounting
Principles (GAAP). Even more important in this time of corporate misdeeds and
public mistrust, the treatment of our goodwill was publicly disclosed in our
filings with the Securities and Exchange Commission, the FERC and the Illinois
Commerce Commission."
Pam Strobel, Chief Executive Officer of Exelon Energy Delivery and Chairman of
ComEd, said "While FERC has the ability to interpret its own standards, I
believe we have a substantial opportunity to persuade the FERC that any
significant transfer of goodwill would be inconsistent with GAAP, with the
operation of the Illinois Utility Restructuring Act and with FERC policy
deferring to state actions in implementing retail competition and utility
restructuring. It is also highly significant that a majority of the members of
the Illinois Commerce Commission have indicated they individually support FERC's
use of GAAP accounting."
"The Illinois Restructuring Law of 1997 has been successful because it created a
careful balance, with protections for customers, new suppliers and utilities,"
said Frank Clark, President of ComEd. "FERC's ruling could disrupt that balance
by depriving ComEd of earnings opportunities provided by Illinois law through
2006. The result would be an unnecessary and unintentional threat to the
continued development of competition here in Illinois."
FERC had earlier approved Exelon's accounting method, which reflected the
post-merger "fair value" accounting methodology and resulting goodwill at ComEd.
###
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 causeactual 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. Exelon is headquartered in
Chicago and trades on the NYSE under the ticker EXC.