UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
- ------------------------------------------------------------------------------ -----------------------------
EXELON CORPORATION:
Common Stock, without par value New York, Chicago and
Philadelphia
Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The estimated aggregate market value of the voting and non-voting
common equity held by nonaffiliates of Exelon as of March 1, 2002, was as
follows:
Exelon Corporation Common Stock, without par value $15,839,570,208
The number of shares outstanding of Exelon's common stock as of March
1, 2002 was as follows:
Exelon Corporation Common Stock, without par value 321,419,850
i
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Exelon Corporation's (Exelon) Current Report on Form 8-K/A
dated October 30, 2002 containing consolidated financial statements and related
information for the year ended December 31, 2001, are incorporated by reference
into Parts II and IV of this Annual Report on Form 10-K/A.
Explanatory Note
This amendment to Exelon Corporation's Annual report on Form 10-K for
the period ended December 31, 2001 reflects a restatement as a result of a $101
million double posting of deferred income taxes recorded associated with
unrealized losses on Exelon Generation Company, LLC's (Generation) nuclear
decommissioning trust fund securities. Additionally, Exelon and Generation
determined that Other Comprehensive Income should be restated for the amount of
$27 million to reflect Generation's ownership interest in the Other
Comprehensive Income of its equity investments in AmerGen Energy Company, LLC
and Sithe Energies Inc. Earnings per share, net income and cash flow for the
periods are not affected by the restatements. However, Other Comprehensive
Income, which is a component of Shareholders' Equity, will be reduced by a total
of approximately $128 million as of December 31, 2001 as a result of the
revision. See Note 2. No attempt has been made in this Form 10-K/A to modify or
update other disclosures as presented in the original Form 10-K except as
required to reflect the effects of the restatements.
ii
TABLE OF CONTENTS
Page No.
FORWARD LOOKING STATEMENTS 1
PART II
ITEM 6. SELECTED FINANCIAL DATA 2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K 3
SIGNATURES 15
CERTIFICATIONS 16
iv
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, certain of the
matters discussed in this Report are forward-looking statements that are subject
to risks and uncertainties. The factors that could cause actual results to
differ materially from the forward-looking statements made by a registrant
include those discussed herein as well as those listed in Note 8 of Notes to
Consolidated Financial Statements, those discussed in "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Outlook" in
Exelon Corporation's 2001 Annual Report, those discussed in "Risk Factors" in
PECO Energy Company's Registration Statement on Form S-3, Reg. No. 333-99361,
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 and other factors
discussed in filings with the Securities and Exchange Commission by the
Registrants. Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this Report. None
of the Registrants undertake any obligation to publicly release any revision to
its forward-looking statements to reflect events or circumstances after the date
of this Report.
1
PART II
ITEM 6. SELECTED FINANCIAL DATA.
Exelon
The information required by this Item is incorporated herein by
reference to "Selected Financial Data" in Exhibit 99-1 to Exelon's Current
Report on Form 8-K/A dated October 30, 2002.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Exelon
The information required by this Item is incorporated herein by
reference to the Consolidated Statements of Income for the years 2001, 2000 and
1999; Consolidated Statements of Cash Flows for the years 2001, 2000 and 1999;
Consolidated Balance Sheets as of December 31, 2001 and 2000; Consolidated
Statements of Changes in Shareholders' Equity for the years 2001, 2000 and 1999
and Consolidated Statements of Comprehensive Income for the years 2001, 2000 and
1999; and Notes to Consolidated Financial Statements appearing in Exhibit 99-2
to Exelon's Current Report on Form 8-K/A dated October 30, 2002.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Report of Independent Accountants on
Financial Statement Schedule
To the Shareholders and Board of Directors
of Exelon Corporation:
Our audits of the consolidated financial statements referred to in our report
dated January 29, 2002, except for Note 25 for which the date is March 1, 2002,
appearing in the 2001 Annual Report to Shareholders of Exelon Corporation (which
report and consolidated financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the financial
statement schedule listed in Item 14(a)(1)(ii) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
PricewaterhouseCoopers LLP
Chicago, Illinois
January 29, 2002
2
(a) Financial Statements and Financial Statement Schedules
(1) Exelon
(i) Financial Statements
Consolidated Statements of Income for the years 2001, 2000
and 1999
Consolidated Statements of Cash Flows for the years 2001,
2000 and 1999
Consolidated Balance Sheets as of December 31, 2001 and 2000
Consolidated Statements of Changes in Shareholders' Equity
for the years 2001, 2000 and 1999
Consolidated Statements of Comprehensive Income for the
years 2001, 2000 and 1999
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule
3
EXELON CORPORATION AND SUBSIDIARY COMPANIES
Schedule II - Valuation and Qualifying Accounts
(in millions)
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Additions
---------------------
Charged
Balance at to Cost Charged
Beginning and to Other Balance at
Description of Year Expenses Accounts Deductions End of Year
- ----------------------------------------------------------------------------------------------------------
For The Year Ended December 31, 2001
- ------------------------------------
Allowance for Uncollectible Accounts $ 200 $145 $ -- $132(a) $ 213
Reserve for:
Merger-Related Costs $ 144 $ -- $ 41 $ 71 $ 114
Injuries and Damages $ 69 $ 17 $ 2 $ 16(b) $ 72
Environmental Investigation and
Remediation $ 171 $ 1 $ -- $ 16(c) $ 156
Obsolete Materials $ 103 $ 16 $ -- $ 101 $ 18
For The Year Ended December 31, 2000
- ------------------------------------
Allowance for Uncollectible Accounts $ 112 $ 87 $ 59(d) $ 58(a) $ 200
Reserve for:
Merger-Related Costs $ -- $ -- $149(e) $ 5 $ 144
Injuries and Damages $ 23 $ 9 $ 48(f) $ 11(b) $ 69
Environmental Investigation and
Remediation $ 57 $ 26 $ 98(e) $ 10(c) $ 171
Obsolete Materials $ -- $ 48 $ 55(e) $ 3 $ 100
For The Year Ended December 31, 1999
- ------------------------------------
Allowance for Uncollectible Accounts $ 122 $ 59 $ -- $ 69(a) $ 112
Reserve for:
Injuries and Damages $ 27 $ 7 $ -- $ 11(b) $ 23
Environmental Investigation and
Remediation $ 60 $ -- $ -- $ 3(c) $ 57
- ----------------------------------------------------------------------------------------------------------
(a) Write-off of individual accounts receivable.
(b) Payments of claims and related costs.
(c) Expenditures for site investigation and remediation.
(d) Includes October 20, 2000 opening balance of former Unicom Corporation of
$48 .
(e) Reflects October 20, 2000 opening balance of former Unicom Corporation .
(f) Reflects October 20, 2000 opening balance of former Unicom Corporation of
$47 million.
4
The individual financial statements and schedules of Exelon's
nonconsolidated wholly owned subsidiaries have been omitted from their
respective Annual Reports on Form 10-K/A because the investments are
not material in relation to their respective financial positions or
results of operations. As of December 31, 2001, the assets of the
nonconsolidated subsidiaries, in the aggregate, were less than 1% of
Exelon's consolidated assets. The 2001 revenues of the nonconsolidated
subsidiaries, in the aggregate, were less than 1% of Exelon's
consolidated annual revenues.
(b) Reports on Form 8-K
(1) Exelon
Exelon filed Current Reports on Form 8-K during the fourth
quarter of 2001 regarding the following items:
Date of Earliest
Event Reported Description of Item Reported
----------------------------------------------------------------------
October 23, 2001 "ITEM 5. OTHER EVENTS" regarding Exelon's
earnings release for the third quarter of 2001.
October 23, 2001 "ITEM 9. REGULATION FD DISCLOSURE" regarding
highlights and clarifications of the Exelon Third
Quarter Earnings Conference Call.
October 29, 2001 "ITEM 9. REGULATION FD DISCLOSURE" regarding a
presentation by John W. Rowe, Co-CEO and
President of Exelon, at the Edison Electric
Institute Conference. The exhibits under "ITEM 7.
FINANCIAL STATEMENTS AND EXHIBITS" include the
slide presentation and additional information.
November 28, 2001 "ITEM 9. REGULATION FD DISCLOSURE" regarding a
press release issued by Exelon disclosing its
direct net exposure to Enron.
December 20, 2001 "ITEM 5. OTHER EVENTS" regarding the announcement
by Exelon of its intention to purchase two
generating plants from TXU Corp. and "ITEM 9.
REGULATION FD DISCLOSURE" regarding additional
information related to the acquisition.
(c) Exhibits
Certain of the following exhibits are incorporated herein by reference
under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended.
Certain other instruments which would otherwise be required to be listed below
have not been so listed because such instruments do not authorize securities in
an amount which exceeds 10% of the total assets of the applicable registrant and
its subsidiaries on a consolidated basis and the relevant registrant agrees to
furnish a copy of any such instrument to the Commission upon request.
5
Exhibit No. Description
- ------------------- ------------------------------------------------------------
2-1 Amended and Restated Agreement and Plan of Merger dated as
of October 20, 2000, among PECO Energy Company, Exelon
Corporation and Unicom Corporation (File No. 1-01401, PECO
Energy Company Form 10-Q for the quarter ended September 30,
2000, Exhibit 2-1)
3-1 Articles of Incorporation of Exelon Corporation
(Registration Statement No. 333-37082, Form S-4, Exhibit
3-1).
3-2 Bylaws of Exelon Corporation (Registration Statement No.
333-37082, Form S-4, Exhibit 3-2).
3-3 Amended and Restated Articles of Incorporation of PECO
Energy Company (File No. 1-1401, 2000 Form 10-K, Exhibit
3-3).
3-4 Bylaws of PECO Energy Company, adopted February 26, 1990 and
amended January 26, 1998 (File No. 1-01401, 1997 Form 10-K,
Exhibit 3-2).
3-5 Restated Articles of Incorporation of Commonwealth Edison
Company effective February 20, 1985, including Statements of
Resolution Establishing Series, relating to the
establishment of three new series of Commonwealth Edison
Company preference stock known as the "$9.00 Cumulative
Preference Stock," the "$6.875 Cumulative Preference Stock"
and the "$2.425 Cumulative Preference Stock" (File No.
1-1839, 1994 Form 10-K, Exhibit 3-2).
3-6 Bylaws of Commonwealth Edison Company, effective September
2, 1998, as amended through October 20, 2000 (File No.
1-1839, 2000 Form 10-K, Exhibit 3-6).
4-1 364-day Credit Agreement, dated as of December 12, 2001,
among Exelon Corporation, Commonwealth Edison Company, PECO
Energy Company and Exelon Generation, LLC as Borrowers,
certain banks named therein as Lenders, Bank One, N.A., as
Administrative Agent, ABN AMRO Bank, N.V. and Barclays Bank
plc, as Co-documentation Agents, Citibank, N.A. and First
Union National Bank, as Co-syndication Agents and Banc One
Capital Markets, Inc., as Lead Arranger and Sole Book
Runner.
4-2 First and Refunding Mortgage dated May 1, 1923 between The
Counties Gas and Electric Company (predecessor to PECO
Energy Company) and Fidelity Trust Company, Trustee (First
Union National Bank, successor), (Registration No. 2-2281,
Exhibit B-1).
4-2-1 Supplemental Indentures to PECO Energy Company's First and
Refunding Mortgage:
Dated as of File Reference Exhibit No.
----------------------------- -------------------------------------- --------------------
May 1, 1927 2-2881 B-1(c)
March 1, 1937 2-2881 B-1(g)
December 1, 1941 2-4863 B-1(h)
November 1, 1944 2-5472 B-1(i)
6
December 1, 1946 2-6821 7-1(j)
September 1, 1957 2-13562 2(b)-17
May 1, 1958 2-14020 2(b)-18
March 1, 1968 2-34051 2(b)-24
March 1, 1981 2-72802 4-46
March 1, 1981 2-72802 4-47
December 1, 1984 1-01401, 1984 Form 10-K 4-2(b)
April 1, 1991 1-01401, 1991 Form 10-K 4(e)-76
December 1, 1991 1-01401, 1991 Form 10-K 4(e)-77
April 1, 1992 1-01401, March 31, 1992 4(e)-79
Form 10-Q
June 1, 1992 1-01401, June 30, 1992 4(e)-81
Form 10-Q
July 15, 1992 1-01401, June 30, 1992 4(e)-83
Form 10-Q
September 1, 1992 1-01401, 1992 Form 10-K 4(e)-85
March 1, 1993 1-01401, 1992 Form 10-K 4(e)-86
May 1, 1993 1-01401, March 31, 1993 4(e)-88
Form 10-Q
May 1, 1993 1-01401, March 31, 1993 4(e)-89
Form 10-Q
August 15, 1993 1-01401, Form 8-A dated 4(e)-92
August 19, 1993
May 1, 1995 1-01401, Form 8-K dated 4(e)-96
May 24, 1995
October 15, 2001 1-01401, Form 10-K dated 4-2-1
April 1, 2002
4-3 Exelon Corporation Dividend Reinvestment and Stock Purchase
Plan.(Registration Statement No. 333-84446, Form S-3,
Prospectus)
4-4 Mortgage of Commonwealth Edison Company to Illinois
Merchants Trust Company, Trustee (BNY Midwest Trust Company,
as current successor Trustee), dated July 1, 1923, as
supplemented and amended by Supplemental Indenture thereto
dated August 1, 1944. (File No. 2-60201, Form S-7, Exhibit
2-1).
7
4-4-1 Supplemental Indentures to aforementioned Commonwealth
Edison Mortgage.
Dated as of File Reference Exhibit No.
----------------------------- ----------------------------- -----------------
August 1, 1946 2-60201, Form S-7 2-1
April 1, 1953 2-60201, Form S-7 2-1
March 31, 1967 2-60201, Form S-7 2-1
April 1,1967 2-60201, Form S-7 2-1
February 28, 1969 2-60201, Form S-7 2-1
May 29, 1970 2-60201, Form S-7 2-1
June 1, 1971 2-60201, Form S-7 2-1
April 1, 1972 2-60201, Form S-7 2-1
May 31, 1972 2-60201, Form S-7 2-1
June 15, 1973 2-60201, Form S-7 2-1
May 31, 1974 2-60201, Form S-7 2-1
June 13, 1975 2-60201, Form S-7 2-1
May 28, 1976 2-60201, Form S-7 2-1
June 3, 1977 2-60201, Form S-7 2-1
May 17, 1978 2-99665, Form S-3 4-3
August 31, 1978 2-99665, Form S-3 4-3
June 18, 1979 2-99665, Form S-3 4-3
June 20, 1980 2-99665, Form S-3 4-3
April 16, 1981 2-99665, Form S-3 4-3
April 30, 1982 2-99665, Form S-3 4-3
April 15, 1983 2-99665, Form S-3 4-3
April 13, 1984 2-99665, Form S-3 4-3
April 15, 1985 2-99665, Form S-3 4-3
April 15, 1986 33-6879, Form S-3 4-9
June 15, 1990 33-38232, Form S-3 4-12
June 1, 1991 33-40018, Form S-3 4-12
October 1, 1991 33-40018, Form S-3 4-13
October 15, 1991 33-40018, Form S-3 4-14
February 1, 1992 1-1839, 1991 Form 10-K 4-18
May 15, 1992 33-48542, Form S-3 4-14
July 15, 1992 33-53766, Form S-3 4-13
September 15, 1992 33-53766, Form S-3 4-14
February 1, 1993 1-1839, 1992 Form 10-K 4-14
April 1, 1993 33-64028, Form S-3 4-12
April 15, 1993 33-64028, Form S-3 4-13
June 15, 1993 1-1839, Form 8-K dated May 4-1
21, 1993
July 15, 1993 1-1839, Form 10-Q for 4-1
quarter ended June 30, 1993.
January 15, 1994 1-1839, 1993 Form 10-K 4-15
December 1, 1994 1-1839, 1994 Form 10-K 4-16
June 1, 1996 1-1839, 1996 Form 10-K 4-16
March 1, 2002 1-1839, 2001 Form 10-K 4-4-1
4-4-2 Instrument of Resignation, Appointment and Acceptance dated
as of February 20, 2002, under the provisions of the
Mortgage dated July 1, 1923, and Indentures Supplemental
thereto, regarding corporate trustee.
8
4-4-3 Instrument dated as of January 31, 1996, under the
provisions of the Mortgage dated July 1, 1923 and Indentures
Supplemental thereto, regarding individual trustee (File No.
1-1839, 1995 Form 10-K, Exhibit 4-29).
4-5 Indenture dated as of September 1, 1987 between Commonwealth
Edison Company and Citibank, N.A., Trustee relating to Notes
(File No. 1-1839, Form S-3, Exhibit 4-13).
4-6-1 Supplemental Indentures to aforementioned Indenture.
Dated as of File Reference Exhibit No.
----------------------------- ----------------------------- -----------------------------
September 1, 1987 33-32929, Form S-3 4-16
January 1, 1997 1-1839, 1999 Form 10-K 4-21
September 1, 2000 1-1839, 2000 Form 10-K 4-7-3
10-1 Stock Purchase Agreement among Exelon (Fossil) Holdings,
Inc., as Buyer and The Stockholders of Sithe Energies, Inc.,
as Sellers, and Sithe Energies, Inc. (File No. 0-16844, PECO
Energy Company Form 10-Q for the quarter ended September 30,
2000, Exhibit 10-1).
10-2 Amended and restated employment agreement between Exelon
Corporation and John W. Rowe dated as of November 26, 2001.*
10-3 Exelon Corporation Deferred Compensation. (File No. 1-16169,
2001 Form 10-K, Exhibit 10-3)
10-4 Exelon Corporation Retirement Program. (File No. 1-16169,
2001 Form 10-K, Exhibit 10-4)
10-5 PECO Energy Company Unfunded Deferred Compensation Plan for
Directors* (Registration Statement No. 333-49780, Form S-8,
Exhibit 4-4).
10-6 Exelon Corporation Long-Term Incentive Plan As Amended and
Restated effective January 28, 2002 * (File No. 1-16169,
Exelon Proxy Statement dated March 13, 2002, Appendix B).
10-6-1 Forms of Restricted Stock Award Agreement under the Exelon
Corporation Long-Term Incentive Plan.* (File No. 1-16169,
2001 Form 10-K, Exhibit 10-6-1)
10-6-2 Forms of transferable Stock Option Award Agreement under the
Exelon Corporation Long-Term Incentive Plan *
10-6-3 Forms of non-transferable Stock Option Award Agreement under
the Exelon Corporation Long-Term Incentive Plan.* (File No.
1-16169, 2001 Form 10-K, Exhibit 10-6-3)
10-7 PECO Energy Company Management Incentive Compensation Plan
*(File No. 1-01401, 1997 Proxy Statement, Appendix A).
9
10-8 PECO Energy Company 1998 Stock Option Plan *(Registration
Statement No. 333-37082, Post-Effective Amendment No. 1 to
Form S-4, Exhibit 4-3).
10-9 Exelon Corporation Employee Savings Plan (File No. 1-16169,
2001 Form 10-K, Exhibit 10-9)
10-10 Second Amended and Restated Trust Agreement for PECO Energy
Transition Trust (File No. 333-58055, PECO Energy Transition
Trust Report on Form 8-K dated May 2, 2000, Exhibit 4.1).
10-11 Indenture dated as of March 1, 1999 between PECO Energy
Transition Trust and The Bank of New York. (File No.
333-58055, PECO Energy Transition Trust Report on Form 8-K
dated March 25, 1999, Exhibit 4.3.1).
10-11-1 Series Supplement dated as of March 25, 1999 between PECO
Energy Transition Trust and The Bank of New York. (File No.
333-58055, PECO Energy Transition Trust Report on Form 8-K
dated March 25, 1999, Exhibit 4.3.2).
10-11-2 Series Supplement dated as of March 1, 2001 between PECO
Energy Transition Trust and The Bank of New York. (File No.
333-58055, PECO Energy Transition Trust Report on Form 8-K
dated March 1, 2001, Exhibit 4.3.2).
10-11-3 Series Supplement dated as of May 2, 2000 between PECO
Energy Transition Trust and The Bank of New York (File No.
333-58055, PECO Energy Transition Trust Report on Form 8-K
dated May 2, 2000, Exhibit 4.3.2).
10-12 Intangible Transition Property Sale Agreement dated as of
March 25,1999, as amended and restated as of May 2, 2000,
between PECO Energy Transition Trust and PECO Energy
Company. (File No. 333-58055, PECO Energy Transition Trust
Report on Form 8-K dated May 2, 2000, Exhibit 10.1).
10-12-1 Amendment No. 1 to Intangible Transition Property Sale
Agreement dated as of March 25, 1999, as amended and
restated as of May 2, 2000 (File No. 1-01401, PECO Energy
Company and PECO Energy Transition Trust Report on Form 8-K
dated March 1, 2001).
10-13 Master Servicing Agreement dated as of March 25, 1999, as
amended and restated as of May 2, 2000, between PECO Energy
Transition Trust and PECO Energy Company. (File No.
333-58055, PECO Energy Transition Trust Current Report on
Form 8-K dated May 2, 2000, Exhibit 10.2).
10-13-1 Amendment No. 1 to Master Servicing Agreement dated as of
March 25, 1999, as amended and restated as of May 2, 2000
(File No. 1-01401, PECO Energy Company and PECO Energy
Transition Trust Report on Form 8-K dated March 1, 2001).
10-14 Exelon Corporation Cash Balance Pension Plan.
10
10-15 Joint Petition for Full Settlement of PECO Energy Company's
Restructuring Plan and Related Appeals and Application for a
Qualified Rate Order and Application for Transfer of
Generation Assets dated April 29, 1998. (Registration
Statement No. 333-58055, Exhibit 10.3).
10-16 Joint Petition for Full Settlement of PECO Energy Company's
Application for Issuance of Qualified Rate Order Under
Section 2812 of the Public Utility Code dated March 8, 2000
(Amendment No. 1 to Registration Statement No. 333-31646,
Exhibit 10.4).
10-17 Unicom Corporation Amended and Restated Long-Term Incentive
Plan *(File No. 1-11375, Unicom Proxy Statement dated April
7, 1999, Exhibit A).
10-17-1 First Amendment to Unicom Corporation Amended and Restated
Long Term Incentive Plan *(Registration Statement No.
333-49780, Form S-8, Exhibit 4-8).
10-17-2 Second Amendment to Unicom Corporation Amended and Restated
Long Term Incentive Plan *(Registration Statement No.
333-49780, Form S-8, Exhibit 4-9).
10-18 Unicom Corporation General Provisions Regarding 1996 Stock
Option Awards Granted under the Unicom Corporation and
Long-Term Incentive Plan. *(File Nos. 1-11375 and 1-1839,
1996 Form 10-K, Exhibit 10-9).
10-19 Unicom Corporation General Provisions Regarding 1996B Stock
Option Awards Granted under the Unicom Corporation Long-Term
Incentive Plan. *(File Nos. 1-11375 and 1-1839, 1996 Form
10-K, Exhibit 10-8).
10-20 Unicom Corporation General Provisions Regarding Stock Option
Awards Granted under the Unicom Corporation Long-Term
Incentive Plan (Effective July 10, 1997) (File Nos. 1-11375
and 1-1839, 1999 Form 10-K, Exhibit 10-8).
10-21 Unicom Corporation Deferred Compensation Unit Plan, as
amended *(File Nos. 1-11375 and 1-1839, 1995 Form 10-K,
Exhibit 10-12).
10-22 Exelon Corporation Corporate Stock Referral Plan.* (File No.
1-16169, 2001 Form 10-K, Exhibit 10-22)
10-23 Unicom Corporation Retirement Plan for Directors, as amended
*(Registration Statement No. 333-49780, Form S-8, Exhibit
4-12).
10-24 Commonwealth Edison Company Retirement Plan for Directors,
as amended *(Registration Statement No. 333-49780, Form S-8,
Exhibit 4-13).
10-25 Unicom Corporation 1996 Directors' Fee Plan *(File No.
1-11375, Unicom Proxy Statement dated April 8, 1996,
Appendix A).
10-25-1 Second Amendment to Unicom Corporation 1996 Directors Fee
Plan *(Registration Statement No. 333-49780, Form S-8,
Exhibit 4-11).
11
10-26 Employment Agreement dated November 1, 1997 between
Commonwealth Edison Company and Oliver D. Kingsley, Jr.
(File Nos. 1-11375 and 1-1839, 1998 Form 10-K, Exhibit
10-22).
10-27 Change in Control Agreement between Unicom Corporation,
Commonwealth Edison Company and certain senior executives *
(File Nos. 1-11375 and 1-1839, 1998 Form 10-K, Exhibit
10-24).
10-27-1 Forms of Change in Control Agreement Between PECO Energy
Company and Certain Employees * (File No. 1-1401, 2000 Form
10-K, Exhibit 10-25-1).
10-28 Commonwealth Edison Company Executive Group Life Insurance
Plan *(File No. 1-1839, 1980 Form 10-K, Exhibit 10-3).
10-28-1 Amendment to the Commonwealth Edison Company Executive Group
Life Insurance Plan *(File No. 1-1839, 1981 Form 10K,
Exhibit 10-4).
10-28-2 Amendment to the Commonwealth Edison Company Executive Group
Life Insurance Plan dated December 12, 1986 *(File No.
1-1839, 1986 Form 10-K, Exhibit 10-6).
10-28-3 Amendment to the Commonwealth Edison Company Executive Group
Life Insurance Plan to implement program of "split dollar
life insurance" dated December 13, 1990 *(File No. 1-1839,
1990 Form 10-K, Exhibit 10-10).
10-28-4 Amendment to Commonwealth Edison Company Executive Group
Life Insurance Plan to stabilize the death benefit
applicable to participants dated July 22, 1992 *(File No.
1-1839, 1992 Form 10-K, Exhibit 10-13).
10-29 First Amendment to Exelon Corporation Employee Savings Plan.
(File No. 1-16169, 2001 Form 10-K, Exhibit 10-29)
10-29-1 First Amendment to the Commonwealth Edison Company
Supplemental Management Retirement Plan. * (File No. 1-1839,
2000 Form 10-K, Exhibit 10-27-1)
10-30 Second Amendment and Restated Exelon Corporation Key
Management Severance Plan. * (File No. 1-16169, 2001 Form
10-K, Exhibit 10-30)
10-31 Forms of Change in Control Agreement between Exelon
Corporation and certain senior executives. (File No.
1-16169, 2001 Form 10-K, Exhibit 10-31)
10-32 Amendment No. 1 to Exelon Corporation Supplemental Executive
Retirement Plan. * (File No. 1-16169, 2001 Form 10-K,
Exhibit 10-32)
10-33 Form of Stock Award Agreement under the Unicom Corporation
Long-Term Incentive Plan *(File Nos. 1-11375 and 1-1839,
1997 Form 10-K, Exhibit 10-37).
12
10-34 Amended and Restated Key Management Severance Plan for
Unicom Corporation and Commonwealth Edison Company dated
March 8, 1999 * (File No. 1-1839, 1999 Form 10-K, Exhibit
10-38).
10-34-1 Exelon Corporation Employee Stock Purchase Plan
(Registration Statement No. 333-61390, Form S-8, Exhibit
4.2).
10-34-2 First Amendment to the Exelon Corporation Employee Stock
Purchase Plan. (File No. 1-16169, 2001 Form 10-K, Exhibit
10-34-2)
10-35 PECO Energy Company Supplemental Pension Benefit Plan (As
Amended and Restated January 1, 2001).*
10-36 Exelon Corporation 2001 Performance Share Awards for Power
Team Employees under the Exelon Corporation Long Term
Incentive Plan. * (File No. 1-16169, 2001 Form 10-K, Exhibit
10-36)
16 Arthur Andersen Letter to Securities and Exchange Commission
regarding the change in certifying accountant (File No.
1-01839, Exelon Corporation Report on Form 8-K dated
November 28, 2000, Exhibit 16).
18-1 Letter from PricewaterhouseCoopers LLP addressed to Exelon
Corporation concerning a change in accounting principles
(File No. 1-16169, 2000 Form 10-K, Exhibit 18-1).
18-2 Letter from PricewaterhouseCoopers LLP addressed to PECO
Energy Company concerning a change in accounting principles
(File No. 1-1401, 2000 Form 10-K, Exhibit 10-30-1).
21 Subsidiaries
21-1 Exelon Corporation (File No. 1-16169, 2001 Form 10-K,
Exhibit 21-1)
23 Consent of Independent Accountants
23-1 Exelon Corporation
99-1 Exelon Corporation's Current Report on Form 8-K/A dated
October 30, 2002, File No. 1-16169.
13
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States
Code (Sarbanes - Oxley Act of 2002) as to the amended annual report on Form
8-K/A for the period ended December 31, 2001 filed by the following officers for
Exelon Corporation:
- --------------------------------------------------------------------------------
99-2 Filed by John W. Rowe
99-3 Filed by Ruth Ann M. Gillis
- --------------------------------------------------------------------------------
* Compensatory plan or arrangements in which directors or officers of the
applicable registrant participate and which are not available to all employees.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Chicago
and State of Illinois on the 30th day of October, 2002.
EXELON CORPORATION
By: /S/ John W. Rowe
---------------------------
Name: John W. Rowe
Title: President and Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities indicated on the 30th day of October, 2002.
Signature Title
/S/ John W. Rowe President and Co-Chief Executive Officer and Director
John W. Rowe (Co-Chief Executive Officer)
/S/ Ruth Ann M. Gillis Senior Vice President and Chief Financial Officer
Ruth Ann M. Gillis (Principal Financial and Accounting Officer)
This annual report has also been signed below by John W. Rowe and Randall E.
Mehrberg, Attorneys-in-Fact, on behalf of the following Directors on the date
indicated:
EDWARD A. BRENNAN RICHARD H. GLANTON
CARLOS H. CANTU ROSEMARIE B. GRECO
DANIEL L. COOPER EDGAR D. JANNOTTA
M. WALTER D'ALESSIO JOHN M. PALMS, PH.D.
BRUCE DEMARS JOHN W. ROGERS, JR.
G. FRED DIBONA, JR. RONALD RUBIN
SUE L. GIN RICHARD L. THOMAS
By: /S/ John W. Rowe October 30, 2002
-------------------------------
Name: John W. Rowe
Title: President and Co-Chief Executive Officer
By: /S/ Randall E. Mehrberg October 30, 2002
-------------------------------
Name: Randall E. Mehrberg
Title: Senior Vice President and General Counsel
15
CERTIFICATIONS
- --------------------------------------------------------------------------------
Certification Pursuant to Rule 13a-14 and 15d-14 of the Securities and
Exchange Act of 1934
I, John W. Rowe certify that:
1. I have reviewed this amended report on Form 10-K/A of Exelon Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this amended report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this amended report;
Date: October 30, 2002
/s/ John W. Rowe
----------------------------
John W. Rowe
Chairman and CEO
16
Certification Pursuant to Rule 13a-14 and 15d-14 of the Securities and
Exchange Act of 1934
- --------------------------------------------------------------------------------
I, Ruth Ann M. Gillis certify that:
1. I have reviewed this amended report on Form10-K/A of Exelon Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this amended report;
Date: October 30, 2002
/s/ Ruth Ann M. Gillis
----------------------------
Ruth Ann M. Gillis
Senior Vice President and Chief Financial Officer
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (File Nos. 333-57640 and 333-84446), on Form S-4 (File
No. 333-37082) and on Form S-8 (File Nos. 333-61390 and 333-49780) of Exelon
Corporation and Subsidiary Companies of our report dated January 29, 2002,
except for Note 26 for which the date is March 1, 2002 and except for Note 2 for
which the date is October 18, 2002, relating to the financial statements, which
appears in the current report on Form 8-K/A dated October 30, 2002, which is
incorporated by reference in this Annual Report on Form 10-K/A. We also consent
to the incorporation by reference of our report dated January 29, 2002 relating
to the financial statement schedule, which appears in this Form 10-K/A.
PricewaterhouseCoopers LLP
Chicago, Illinois
October 30, 2002
Exhibit 99-2
Certificate Pursuant to Section 1350 of Chapter 63
of Title 18 United States Code
The undersigned officer hereby certifies, as to the Amended Report on
Form 10-K/A of Exelon Corporation for the period ended December 31, 2001, that
(i) the report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, and (ii) the information contained in the
report fairly presents, in all material respects, the financial condition and
results of operations of Exelon Corporation.
Date: October 30, 2002 /s/ John W. Rowe
----------------------------------
John W. Rowe
Chairman and Chief Executive Officer
Exelon Corporation
Exhibit 99-3
Certificate Pursuant to Section 1350 of Chapter 63
of Title 18 United States Code
The undersigned officer hereby certifies, as to the Amended Report on
Form 10-K/A of Exelon Corporation for the period ended December 31, 2001, that
(i) the report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, and (ii) the information contained in the
report fairly presents, in all material respects, the financial condition and
results of operations of Exelon Corporation.
Date: October 30, 2002 /s/ Ruth Ann M. Gillis
--------------------------------
Ruth Ann M. Gillis
Senior Vice President and Chief Financial Officer
Exelon Corporation