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40,000MEGAWATTS
A MEASURE OF OUR STRENGTH
Exelon Corporation 2001 Annual Report

Table of contents

  • Page 1
    40,000 MEGAWATTS A MEASURE OF OUR STRENGTH Exelon Corporation 2001 Annual Report

  • Page 2
    ... Exelon provides billions of kilowatt hours of service to customers each year, meeting a wide variety of power needs. Introduction Letter to Shareholders Generation Energy Delivery Enterprises Business Services Company Employees Environmental Performance Senior Officers Board of Directors Financial...

  • Page 3
    ... about your business on any given day in North America, you are likely to encounter the power of Exelon and not even know it. If you are one of Exelon's five million customers of northern Illinois or southeastern Pennsylvania, your homes and offices are filled with our energy. Or perhaps you live in...

  • Page 4
    AN INNOVATIVE LEADER

  • Page 5
    ... while meeting our corporate goals and financial commitments. We worked towards these goals in the face of lower than expected wholesale electricity prices and demand-driven by unusual weather patterns, a slowing economy, and a trend toward excess generating capacity. Exelon Enterprises faced the...

  • Page 6
    ... our other corporate objectives by operating its units at a 94.4% capacity factor, making it the nation's largest fleet's best performance ever. This is exactly what we think the nation's biggest nuclear fleet should be. Exelon Power improved its dispatch rate (getting its units on line within 30...

  • Page 7
    ... integrated utility system in North America. We seek to expand our generation, power marketing, and delivery positions in both the electric and gas sectors. We are building strong regional supply and demand positions in the various North American power markets. The combination of serving retail load...

  • Page 8
    ... - The nation's largest, superbly operated nuclear fleet and operating improvement in other sectors. - A low-cost supply portfolio of over 40,000 megawatts balanced by fuel type, dispatch flexibility and geography. - A retail load base of approximately 5 million customers. A MEASURE OF OUR STRENGTH

  • Page 9
    ... reliability improvements in Chicago and Philadelphia, and to maintain top quartile nuclear capacity factors. We have set a goal of making significant and permanent reductions in our operating costs. We owe it to you-the owners of the Company-to do all we can to assure that the business is operating...

  • Page 10
    ... such possibilities as acquiring new generation assets and new power contracts. We will also examine company acquisitions that support our long-term aspiration of doubling our market capitalization within five years. In addition, we plan to complete the capacity additions at our nuclear stations and...

  • Page 11
    ... that market-oriented restructuring of the electric industry is the best opportunity to provide consumer benefits and to develop reliable new sources of supply. The regulated monopoly regime simply does not provide the correct economic incentives for a company to provide electric service efficiently...

  • Page 12
    14,591,970 CONTINUOUS KILOWATT HOURS

  • Page 13
    ... Exelon Power Exelon Power manages, operates and maintains the Company's fossil (coal, natural gas and oil), landfill gas and hydro fleet of generation assets. The fleet is comprised of 86 intermediate and peaking units located in Pennsylvania, Maryland and Texas, and provides 7,338 megawatts of net...

  • Page 14
    23,287,671 SPINNING DRYERS

  • Page 15
    ... the other sock, though.) 13 Exelon Energy Delivery Exelon Energy Delivery is responsible for the transmission, distribution and sale of electricity and natural gas through ComEd and PECO Energy. With 8,000 employees, ComEd serves 3.4 million electric customers in Northern Illinois, or 70% of the...

  • Page 16
    525,600 EFFICIENT MINUTES

  • Page 17
    ...a leading provider of distribution infrastructure services for electric, gas, telecommunications and cable utilities in the United States; Exelon Energy, providing customers with a choice in energy supply via one-stop shopping and full energy supply management; Exelon Services, which offers products...

  • Page 18
    212.0 DEGREES FAHRENHEIT

  • Page 19
    ...Services Company Business Services Company (BSC) is a direct, wholly-owned subsidiary of Exelon Corporation. With nearly 700 employees located in Chicago and Philadelphia, BSC provides Exelon's businesses with services in the areas of information technology, financial, human resources, legal, supply...

  • Page 20
    29,000 BRIGHT MINDS

  • Page 21
    .... Exelon employees are guided by the Company's four core values: Boldness - surprising competitors with our imagination and execution, and customers with our commitment and service; Creativity - developing new solutions to meet customers' needs across an ever growing range of market opportunities...

  • Page 22
    360,000,000 ENERGY REVOLUTIONS

  • Page 23
    ...: being one of the largest marketers of wind power in North America in 2001; an innovative agreement with Environmental Resources Trust to supply the City of Chicago with EcoPower SM Renewable Energy Certificates, enabling the City to directly support renewable energy use and development; and a 42...

  • Page 24
    ... E. Mehrberg Senior Vice President and General Counsel Ruth Ann M. Gillis Senior Vice President and Chief Financial Officer John W. Rowe President and Co-Chief Executive Officer Elizabeth A. Moler Senior Vice President, Government Affairs and Policy George H. Gilmore Oliver D. Kingsley, Jr...

  • Page 25
    ... Edgar D. Jannotta Chairman William Blair & Company, L.L.C. Daniel L. Cooper Former Vice President and General Manager Nuclear Services Division Gilbert/Commonwealth, Inc. Corbin A. McNeill, Jr. Chairman and Co-Chief Executive Officer Exelon Corporation (Retiring as of April 23, 2002) M. Walter...

  • Page 26
    Summary of Earnings and Financial Condition Management's Discussion and Analysis of Financial Condition Report of Independent Accountants Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Changes in Shareholders' Equity ...

  • Page 27
    ... $ 2001 2000(a) 1999 1998 at December 31, 1997 Balance Sheet Data: Current Assets Property, Plant and Equipment, net Deferred Debits and Other Assets Total Assets Current Liabilities Long-Term Debt Deferred Credits and Other Liabilities Preferred Securities of Subsidiaries Shareholders' Equity...

  • Page 28
    ... of ComEd and PECO were transferred to Exelon Business Services Company. Exelon, through its subsidiaries, operates in three business segments: - Energy Delivery, consisting of the retail electricity distribution and transmission businesses of ComEd in northern Illinois and PECO in southeastern...

  • Page 29
    ...employee severance costs associated with the Merger, partially offset by a decrease in customer costs. Higher purchased power costs for 2001 include charges for energy losses incurred during distribution from Generation (line loss charges), however line loss charges were not included in the 2000 pro...

  • Page 30
    ... energy from an alternative retail electric supplier (ARES) or the power purchase option (PPO), under which customers can purchase power from ComEd at a market- based rate. Exelon continues to collect delivery charges from these customers. - Weather. The demand for electricity and gas services...

  • Page 31
    ... the open access program in Illinois, partially offset by increased transmission service revenue and the reversal of a $15 million reserve for revenue refunds to ComEd's municipal customers as a result of a favorable Federal Energy Regulatory Commission (FERC) ruling. Energy Delivery's gas sales...

  • Page 32
    ... in fuel prices. Generation revenues for 2001 include charges to affiliates for line losses. Line loss charges were not included in pro forma 2000 revenue. Generation also benefited from higher nuclear plant output due to increased capacity factors during 2001. Energy marketing activities positively...

  • Page 33
    ... tax rate due to operations in Illinois subsequent to the Merger, reduced impact of investment tax credit amortization and a favorable annual tax return adjustment recorded in 2001. Extraordinary Items In 2000, Exelon incurred extraordinary charges aggregating $6 million ($4 million, net of tax...

  • Page 34
    ... to improved margins on sales due to customers in Pennsylvania selecting PECO as their electric generation supplier and rate adjustments partially offset by lower summer volume. Energy Delivery's operating expenses and other increased due to higher administrative and general costs as a result of...

  • Page 35
    ... of $70 million. Generation's nuclear fleet, including AmerGen, performed at a weighted average capacity factor of 93.8% for 2000. Generation's nuclear fleet production costs for 2000 were $14.65 per MWh. Enterprises (in millions) 2000 1999 Variance Components of Variance Merger Normal Variance...

  • Page 36
    ... tax rate was 37.6% in 2000 as compared to 37.1% in 1999. Extraordinary Items In 2000, Exelon incurred extraordinary charges aggregating $6 million ($4 million, net of tax) related to prepayment premiums and the write-off of unamortized deferred financing costs associated with the early retirement...

  • Page 37
    ... service and payments of dividends on common stock. Debt financing activities during 2001 were as follows: - Exelon Corporation-Retired a $1.2 billion term loan with proceeds from $500 million and $700 million senior unsecured note issuances at Exelon and Generation, respectively. - Energy Delivery...

  • Page 38
    .... The new dividend rate reflects Exelon's vertically integrated business portfolio and its focus on total return to shareholders. The new dividend rate represents about a 50% payout of the expected 2002 earnings per share from Exelon's regulated electricity delivery businesses. Exelon intends to...

  • Page 39
    ...-debt)(b) Letters of Credit (Long-Term Debt)(c) Insured Long-Term Debt(d) Guarantees(e) Total Commercial Commitments $ 1,500 38 427 154 1,410 $ 3,529 $ 1,500 37 122 - 218 $ 1,877 - 1 305 154 310 $ 770 $ - - - - 882 $ 882 $ (a) Lines of Credit-Exelon, along with ComEd, PECO, and Generation...

  • Page 40
    ... than average number of employees taking advantage of retirement benefits in 2001. These factors may also result in additional future funding requirements of the pension and postretirement benefit plans. Contributions to the nuclear decommissioning trust funds of $112 million offset net losses of...

  • Page 41
    ...environmental policies, changes in supply and demand, state and federal regulatory policies and other events. Marketing (non-trading) activities To the extent Exelon's generation supply, (either owned or contracted) is in excess of its obligations to customers, including ComEd and PECO's retail load...

  • Page 42
    ... standard option valuation model and other valuation techniques. The fair values in each category reflect the level of forward prices and volatility factors as of December 31, 2001 and may change as a result of future changes in these factors. The maturities of the net energy trading and non-trading...

  • Page 43
    ... revenues and PECO's ten largest customers represented approximately 10% of its retail electric revenues. Credit risk for Energy Delivery is managed by each company's credit and collection policies, which are consistent with state regulatory requirements. Generation has credit risk associated with...

  • Page 44
    ... sales determination, the accounting treatment for derivatives may change. Energy Contracts To manage its utilization of generation supply (including owned and contracted assets), Exelon enters into contracts to purchase or sell electricity, fossil fuels, and ancillary products such as transmission...

  • Page 45
    ...liabilities represent previous collections from customers to fund costs which have not yet been incurred. Both ComEd and PECO are currently subject to rate freezes that limit the opportunity to recover increased costs and the costs of new investment in facilities through rates during the rate freeze...

  • Page 46
    ... revenue is estimated. This unbilled revenue is estimated each month based on daily generation volumes, estimated customer usage by class, line losses and applicable customer rates based on regression analyses reflecting significant historical trends and experience. Customer accounts receivable as...

  • Page 47
    ... expenses and the costs of investments in new transmission and distribution facilities through rates. As a result, Energy Delivery's future results of operations will be dependent on its ability: - to deliver electricity and, in the case of PECO, gas, to its customers cost-effectively, particularly...

  • Page 48
    ... plan for the level of customers and associated energy demand. If these obligations remain unchanged, the utility could be required to maintain reserves sufficient to serve 100% of the service territory load at a tariffed rate on the chance that customers who switched to new suppliers decide to come...

  • Page 49
    .... Nuclear generation is currently the most cost effective way for Generation to meet its commitments for sales to Energy Delivery and other utilities. During 2001, the nuclear generating fleet, including AmerGen, operated at a 94.4% weighted average capacity factor. To cost effectively meet its long...

  • Page 50
    ... generation portfolio, transmission rights and expertise to ensure delivery of generation to wholesale customers under long-term and short-term contracts. Power Team is responsible for supplying the load requirements of ComEd and PECO and markets the remaining energy in the wholesale markets. Power...

  • Page 51
    ... in market value of plan assets, changes in appropriate assumed rates of return on plan assets and discount rates, and increases in health care costs. For a discussion of Exelon's pension and postretirement benefit plans, see Note 16 of the Notes to Consolidated Financial Statements. Environmental...

  • Page 52
    .... Exelon cannot predict the effects on operations of the availability of property damage and liability coverage or any disruptions to its delivery facilities. For a discussion of nuclear insurance and other contingencies, see Note 20 of the Notes to Consolidated Financial Statements. New Accounting...

  • Page 53
    ... or by legal construction under the doctrine of promissory estoppel. Adoption of SFAS No. 143 will change the accounting for the decommissioning of Exelon's nuclear generating plants. Currently, Exelon records the obligation for decommissioning ratably over the lives of the plants. The January...

  • Page 54
    ... about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating...

  • Page 55
    ... Revenues Operating Expenses Fuel and Purchased Power Operating and Maintenance Merger-Related Costs Depreciation and Amortization Taxes Other Than Income Total Operating Expenses Operating Income Other Income and Deductions Interest Expense, net of amounts capitalized Distributions on Preferred...

  • Page 56
    ... taxes) Provision for Uncollectible Accounts Deferred Income Taxes Merger-Related Costs Employee Severance Costs Deferred Energy Costs Equity in (Earnings) Losses of Unconsolidated Affiliates Net Realized Losses on Nuclear Decommissioning Trust Funds Other Operating Activities Changes in Working...

  • Page 57
    ...Accounts Receivable, net Customer Other Inventories, at average cost Fossil Fuel Materials and Supplies Deferred Income Taxes Other Total Current Assets Property, Plant and Equipment, net Deferred Debits and Other Assets Regulatory Assets Nuclear Decommissioning Trust Funds Investments Goodwill, net...

  • Page 58
    ... Plan Issuances Employee Stock Purchase Plan Issuances Merger Consideration-Stock Options Amortization of Deferred Compensation Common Stock Dividends Reclassified Net Unrealized Losses on Marketable Securities, net of income taxes of $22 Other Comprehensive Income, net of income tax benefit...

  • Page 59
    ... the natural gas distribution business of PECO located in the Pennsylvania counties surrounding the City of Philadelphia. The wholesale generation business consists of the electric generating facilities and energy marketing operations of Exelon Generation LLC (Generation) and Generation's interests...

  • Page 60
    .... Estimated costs of nuclear fuel storage and disposal at operating plants are charged to fuel expense as the related fuel is consumed. Depreciation, Amortization and Decommissioning Depreciation is provided over the estimated service lives of property, plant and equipment on a straight line basis...

  • Page 61
    ...-for-sale securities and are reported at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income. Under regulatory accounting practices, unrealized gains and losses on marketable securities held in the nuclear decommissioning trust funds are reported in...

  • Page 62
    ... to energy transactions, Exelon utilizes derivatives to manage the utilization of its available generating capability and provisions of wholesale energy to its affiliates. Exelon also utilizes energy option contracts and energy financial swap arrangements to limit the market price risk associated...

  • Page 63
    ... or by legal construction under the doctrine of promissory estoppel. Adoption of SFAS No. 143 will change the accounting for the decommissioning of Exelon's nuclear generating plants. Currently, Exelon records the obligation for decommissioning ratably over the lives of the plants. The January...

  • Page 64
    ... the Merger are as follows: Current Assets (including cash of $974) Property, Plant and Equipment Deferred Debits and Other Assets Cost in excess of net assets acquired Current Liabilities Long-Term Debt Deferred Credits and Other Liabilities Preferred Securities of Subsidiaries Total Purchase Price...

  • Page 65
    ... the Merger, including professional fees, regulatory approval and settlement costs, and settlement of compensation arrangements. Employee costs represent estimated severance costs and pension and postretirement benefits provided under Exelon's merger separation plans for eligible employees who...

  • Page 66
    ... related to PECO employees were charged to expense in 2001. Exelon anticipates that a total of $289 million of employee costs will be funded from pension and postretirement benefit plans and $191 million of Unicom employee severance costs will be funded from general corporate funds. The following...

  • Page 67
    ...stock or assets of seven utility services contracting companies for an aggregate purchase price of approximately $245 million. The acquisitions were accounted for using the purchase method of accounting. The initial estimates of the excess of purchase price over the fair value of net assets acquired...

  • Page 68
    ... energy from an alternate electric supplier or had chosen the power purchase option. Customers who receive energy from an alternative supplier continue to pay a delivery charge. ComEd is unable to predict the long term impact of customer choice on results of operations. Rate Reductions and Return...

  • Page 69
    ... an alternative generation supplier. Customers who purchase energy from an EGS continue to pay a delivery charge. Rate Reductions and Caps Under the Final Restructuring Order, retail electric rates were capped at year-end 1996 levels (system-wide average of 9.96 cents/kilowatt hour (kWh)) through...

  • Page 70
    ...) Income Taxes (net of refunds) Non-cash investing and financing: Regulatory Asset Fair Value Adjustment Purchase Accounting Estimate Adjustments Issuance of Exelon Shares for Unicom Issuance of InfraSource stock Depreciation and amortization: Property, plant and equipment Nuclear fuel Regulatory...

  • Page 71
    ... transition charge Recoverable deferred income taxes (see Note 15) Nuclear decommissioning costs for retired plants Recoverable transition costs Loss on reacquired debt Compensated absences Non-pension postretirement benefits Long-Term Regulatory Assets Deferred energy costs (current asset) Total...

  • Page 72
    ... 2000 is as follows: Asset Category 2001 2000 Electric-Transmission and Distribution Electric-Generation Gas Common Nuclear Fuel Construction Work in Progress Leased Property Other Property, Plant and Equipment Total Property, Plant and Equipment Less Accumulated Depreciation (including accumulated...

  • Page 73
    .... In accordance with the NWPA and the Standard Contract, ComEd and PECO pay the DOE one mill ($.001) per kilowatt-hour of net nuclear generation for the cost of nuclear fuel long-term storage and disposal. This fee may be adjusted prospectively in order to ensure full cost recovery. The NWPA and the...

  • Page 74
    ... for the one-time fee with interest was $843 million. The liabilities for spent nuclear fuel disposal costs, including the one-time fee, were transferred to Generation as part of the corporate restructuring. (13) Notes Payable 2001 2000 1999 Average borrowings Average interest rates, computed on...

  • Page 75
    ... 2001: First and Refunding Mortgage Bonds(b)(c): Fixed rates Floating rates Notes payable Pollution control notes: Fixed rates Floating rates Notes payable-accounts receivable agreement Sinking fund debentures Total Long-Term debt(d) Unamortized debt discount and premium, net Due within one year...

  • Page 76
    ...financing costs associated with the early retirement of debt. (15) Income Taxes Income tax expense (benefit) is comprised of the following components: For the Years Ended December 31, 2000 1999 2001 Included in operations: Federal Current Deferred Investment tax credit, net State Current Deferred...

  • Page 77
    ...U.S. Federal statutory rate Increase (decrease) due to: Property basis differences State income taxes, net of Federal income tax benefit Amortization of investment tax credit Amortization of goodwill Prior period income taxes Dividends on PECO Preferred Stock Other, net Effective income tax rate 35...

  • Page 78
    ...and remain employed by Exelon on January 1, 2002, will have the opportunity to continue to participate in the pension plan or to transfer to the cash balance plan. Benefits under Exelon's pension plans generally reflect each employee's compensation, years of service and age at retirement. Funding is...

  • Page 79
    ... cost (benefit): Service cost Interest cost Expected return on assets Amortization of: Transition obligation (asset) Prior service cost Actuarial (gain) loss Curtailment charge (credit) Settlement charge (credit) Net periodic benefit cost (benefit) Special accounting costs Sensitivity of retiree...

  • Page 80
    ... by several insurance policies or self-funded plans whose premiums or contributions are based upon the benefits paid during the year. Additionally, Exelon sponsors nonqualified supplemental retirement plans which cover any excess pension benefits that would be payable to management employees under...

  • Page 81
    ...open-market, privately negotiated and/or other types of transactions in conformity with the rules of the SEC. Pursuant to these authorizations, PECO entered into forward purchase agreements to be settled from time to time, at PECO's election, on a physical, net share or net cash basis. PECO utilized...

  • Page 82
    80 Stock-Based Compensation Plans Exelon maintains a Long-Term Incentive Plan (LTIP) for certain full-time salaried employees and previously maintained a broad-based incentive program for certain other employees. The types of long-term incentive awards that have been granted under the LTIP are non-...

  • Page 83
    ... Directors of Exelon approved the Employee Stock Purchase Plan (ESPP). The purpose of the ESPP is to provide employees of Exelon, and its subsidiary companies the right to purchase shares of Exelon's common stock at below-market prices. A total of 5,000,000 shares of Exelon's common stock have been...

  • Page 84
    ... of these rates. Exelon utilizes derivatives to manage the utilization of its available generating capacity and provision of wholesale energy to its affiliates. Exelon also utilizes energy option contracts and energy financial swap arrangements to limit the market price risk associated with forward...

  • Page 85
    ...2001, Exelon recognized net gains of $16 million ($10 million, net of income taxes) relating to mark-to-market (MTM) adjustments of certain non-trading power purchase and sale contracts pursuant to SFAS No. 133. MTM adjustments on power purchase contracts are reported in fuel and purchased power and...

  • Page 86
    ... from 2002 through 2006. During the periods covered by the power purchase agreement, TXU will make fixed capacity payments and will provide fuel to Exelon in return for exclusive rights to the energy and capacity of the generation plants. The closing of the acquisition is contingent upon receipt of...

  • Page 87
    ...financial contracts to manage the risk surrounding trading for profit activities. Exelon has entered into bilateral long-term contractual obligations for sales of energy to load-serving entities, including electric utilities, municipalities, electric cooperatives, and retail load aggregators. Exelon...

  • Page 88
    ...2002. Currently, the residual output approximates 25% of the total output of the Clinton. At December 31, 2001, Exelon had long-term commitments, relating to the purchase and sale of energy, capacity and transmission rights from unaffiliated utilities and others, including the Midwest Generation and...

  • Page 89
    ... combination of ongoing work under the franchise agreement and new initiatives that will result in defined transmission and distribution expenditures by ComEd to improve electric services in Chicago. The settlement agreement provides that ComEd would be subject to liquidated damages if the projects...

  • Page 90
    ... effect on Exelon's results of operations or financial condition. Retail Rate Law. In 1996, several developers of non-utility generating facilities filed litigation against various Illinois officials claiming that the enforcement against those facilities of an amendment to Illinois law removing...

  • Page 91
    ...defaults of market participants to non-defaulting participants. Exelon has established reserves for these matters. As a result of Enron's bankruptcy, ComEd has potential monetary exposure for customers served by Enron Energy Services (EES), either as a billing agent or a third party supplier. EES is...

  • Page 92
    ... businesses of ComEd in northern Illinois and PECO in southeastern Pennsylvania and the natural gas distribution business of PECO located in the Pennsylvania counties surrounding the City of Philadelphia. Generation consists of electric generating facilities, energy marketing operations and Exelon...

  • Page 93
    ... agreement has an indefinite term and may be terminated by Generation or by AmerGen on 90 days' notice. Generation is compensated for these services in an amount agreed to in the work order but not less than the higher of Exelon's fully allocated costs for performing the services or the market price...

  • Page 94
    ... 30, 2001 financial statements required a restatement for additional net realized and unrealized losses on investments of Generation's nuclear decommissioning trust funds that were incurred prior to September 30, 2001 but not recorded. (c) Reflects the effects of the Unicom merger (October 20...

  • Page 95
    .... The bonds, which carried an interest rate of 8.625% and had a maturity date of February 1, 2022, are expected to be refinanced with long-term debt. On March 1, 2002, Enterprises announced an agreement to sell its 49% interest in AT&T Wireless PCS of Philadelphia, LLC for $285 million in cash. The...

  • Page 96
    94 Securities Statistics Exelon Corporation and Subsidiary Companies Securities Ratings for Exelon and its Subsidiary Companies Securities Moody's Standard & Poors Corporation Fitch Investors Service, Inc. Exelon ComEd PECO Generation Senior unsecured debt Commercial paper Senior secured debt ...

  • Page 97
    .... Headquartered in Chicago, Exelon trades on the NYSE under the ticker EXC. Investor and General Information Corporate Headquarters Exelon Corporation P.O. Box 805398 Chicago, IL 60680-5398 Independent Public Accountants PricewaterhouseCoopers LLP Website www.exeloncorp.com New York Stock Exchange...

  • Page 98
    Exelon Corporation P.O. Box 805398 Chicago, IL 60680-5398 www.exeloncorp.com