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 19, 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 August 27, 2002, Commonwealth Edison Company (ComEd) received a Letter Order
from the Deputy Executive Director and Chief Accountant of the Federal Energy
Regulatory Commission (FERC) directing ComEd to remove from its books the amount
of goodwill associated with the generating assets and power marketing business
that ComEd transferred in January 2001 as part of an Exelon Corporation (Exelon)
corporate restructuring to separate generation assets from transmission and
distribution assets. The Letter Order also stated that the FERC Staff had been
informed by the SEC Staff that the matter was under review. The Letter Order was
in response to a request made by ComEd in July 2001 for approval by FERC of
accounting entries related to that corporate restructuring.
Since receiving the letter, representatives of Exelon and ComEd have provided
information to the FERC as well as to the Office of the Chief Accountant of the
Securities and Exchange Commission (SEC). While the matter is still under review
by the FERC, Exelon and ComEd understand that the Office of the Chief Accountant
of the SEC will not object to the accounting treatment for goodwill that
resulted from the application of purchase accounting with respect to the October
2000 merger and the subsequent January 2001 restructuring. The accounting for
the restructuring reflected the attribution of goodwill to the transmission and
distribution business of ComEd. No further proceedings at the SEC are required
with respect to this matter.
For additional information, see Exelon's and ComEd's Current Reports on Form 8-K
dated August 27, 2002 and September 3, 2002.
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 Corporation and Commonwealth
Edison Company (Registrants). Economic, business, competitive and/or regulatory
factors affecting Registrant'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 and those
discussed in "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Exelon Generation Company,
LLC's Registration Statement on Form S-4, Reg. No. 333-85496. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report. Registrants do 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
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
EXELON CORPORATION
COMMONWEALTH EDISON COMPANY
/S/ Ruth Ann M. Gillis
---------------------------------------
Ruth Ann M. Gillis
Senior Vice President and Chief Financial Officer
Exelon Corporation
September 19, 2002