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
January 27, 2004
(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
Item 5. Other Events
On January 27, 2004, Exelon Corporation (Exelon) announced via news release the
declaration of a quarterly dividend and a 2-for-1 stock split. A copy of this
news release is attached to this report as Exhibit 99.
Except for the historical information contained herein, certain of the matters
discussed in this Report are forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, 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 factors discussed herein, as well as the items discussed in (a) the
Registrants' 2002 Annual Report on Form 10-K - ITEM 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations--Business Outlook
and the Challenges in Managing Our Business for each of Exelon, ComEd, PECO and
Generation, (b) the Registrants' 2002 Annual Report on Form 10-K - ITEM 8.
Financial Statements and Supplementary Data: Exelon - Note 19, ComEd - Note 16,
PECO - Note 18 and Generation - Note 13 and (c) other factors discussed in
filings with the United States Securities and Exchange Commission (SEC) 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 undertakes any obligation to publicly release any revision to
its 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
/s/ Robert S. Shapard
------------------------------
Robert S. Shapard
Executive Vice President and Chief Financial Officer
Exelon Corporation
January 28, 2004
[Exelon Logo]
- --------------------------------------------------------------------------------
News Release Exhibit 99
From: Exelon FOR IMMEDIATE RELEASE
Corporate Communications January 27, 2004
P.O. Box 805379
Chicago, IL 60680-5379
Contact: Linda Marsicano, Media Relations
312.394.3099
Linda Byus, CFA, Investor Relations
312.394.7696
Exelon Corporation Declares Dividend Increased by 10%;
Also Declares 2-For-1 Stock Split
Chicago (January 27, 2004) -- The Board of Directors of Exelon Corporation
declared a regular quarterly dividend of $0.55 per share on Exelon's common
stock. The dividend is payable on March 10, 2004, to shareholders of record of
Exelon at 5:00 p.m. New York Time on February 15, 2004.
The increase of $0.20 per share annually, or 10%, will result in an annual
dividend rate of $2.20 per share. Exelon's dividend rate has increased by 20%
over the last twelve months. Payment of future dividends is subject to approval
and declaration by the Board.
The Exelon Board of Directors also approved a 2-for-1 stock split of Exelon's
common stock. The stock split will be effective as soon as possible after the
receipt of all necessary regulatory approvals and the filing of an amendment to
Exelon's articles of incorporation. No record date for the stock split has been
set.
###
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.