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
November 4, 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
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-8200
Item 5. Other Events.
On October 14, 2002, Exelon Corporation announced that Robert S. Shapard had
accepted the position of Executive Vice President and Chief Financial Officer.
As previously announced, Mr. Shapard's election as Executive Vice President was
effective on October 21, 2002. Mr. Shapard assumed the role of Chief Financial
Officer on November 4, 2002.
On Novemeber 26, 2002, Exelon issued a news release regarding the renewal of its
$1.5 billion credit facility. The news release is attached as Exhibit 99.
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
EXELON GENERATION COMPANY, LLC
/S/ Robert S. Shapard
-------------------------------
Robert S. Shapard
Senior Vice President and
Chief Financial Officer
Exelon Corporation
November 26, 2002
Exhibit 99
EXELON [LOGO]
- --------------------------------------------------------------------------------
News Release
From: Exelon Corporation FOR IMMEDIATE RELEASE
Corporate Communications ---------------------
P.O. Box 805379 Chicago, IL 60680-5379 November 26, 2002
Contact: Linda Marsicano, Media Relations
312.394.3099 or 312.497.0001
Linda Byus, CFA, Investor Relations
312.394.7696
Exelon Announces Renewal of Its Credit Facility
Chicago (November 26, 2002) - Exelon Corporation (NYSE: EXC) announces the
renewal of its $1.5 billion credit facility on November 22, 2002. Exelon, along
with ComEd, PECO and Exelon Generation, participates in the $1.5 billion
unsecured 364-day revolving credit facility with a group of 16 banks. This
credit facility includes a term-out option that would allow the facility to be
extended for an additional 364-day period. This facility is used principally to
support the commercial paper programs at the Exelon holding company level and at
ComEd, PECO and Generation. If Exelon were to borrow under this facility, the
interest rate would be based on the London Interbank Offering Rate (LIBOR) as of
the date of the advance. Exelon's consolidated balance sheet at September 30,
2002 included a total of $788 million of commercial paper outstanding for all
participants in the credit facility.
Exelon continues to work to strengthen its balance sheet. Interest expense
decreased $125 million, or 14%, for the first nine months ended September 30,
2002 compared with the same period in 2001. The decrease in interest expense was
primarily attributable to the impact of lower interest rates for the period as
compared with 2001, the retirement of $665 million in transitional trust notes
and the refinancing of $1,075 million of First Mortgage Bonds since September
30, 2001.
"Our success in renewing our credit facility in advance of the December 12
renewal date demonstrates the strength of our relationship with the banking
community," said Barry Mitchell, Exelon's Senior Vice President and Treasurer.
"We are focused on improving our financial strength and balance sheet."
================================================================================
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
Page 2
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 factors discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Outlook" in Exelon'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, those discussed in
"Risk Factors" in Commonwealth Edison Company's Registration Statement of Form
S-3, Reg. No. 333-99363 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 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.