10-Q/APeriod: Q2 FY2003

EXELON CORP Quarterly Report (Amendment) for Q2 Ended Jun 30, 2003

Filed December 15, 2003For Securities:EXC

Summary

This amended filing for Exelon Corporation (EXC) and its subsidiaries (ComEd, PECO, and Exelon Generation) addresses comments from the SEC regarding their registration statement. The primary focus of this amendment is to confirm the effectiveness of the companies' disclosure controls and procedures as of June 30, 2003. Management, including the principal executive and financial officers, concluded that these controls were effective in ensuring material information is properly recorded, processed, and reported within SEC timelines. The filing also notes the implementation of a new general ledger accounting system across the Exelon affiliated companies during the second quarter of 2003 to enhance reporting and analysis, subject to thorough testing. Investors should note that while controls are deemed effective, they provide reasonable, not absolute, assurance against misstatements due to inherent limitations like human error or collusion. The filing also lists key exhibits, including debt and guarantee agreements for PECO, and confirms compliance with Sarbanes-Oxley certifications. A summary of Form 8-K filings made during the quarter reveals significant events such as regulatory approvals for nuclear license extensions, debt issuances, business divestitures, and litigation updates, providing context on operational and strategic developments.

Key Highlights

  • 1Exelon and its subsidiaries (ComEd, PECO, Exelon Generation) confirmed the effectiveness of their disclosure controls and procedures as of June 30, 2003.
  • 2Management affirmed that material information is being appropriately captured and reported within SEC guidelines, acknowledging inherent control limitations.
  • 3A new general ledger accounting system was implemented across affiliated Exelon companies in Q2 2003 to improve financial reporting and analysis capabilities.
  • 4The filing includes certifications required by the Sarbanes-Oxley Act of 2002, underscoring compliance with new regulatory standards.
  • 5Several significant events were reported via Form 8-K during the quarter, including regulatory approvals for nuclear plant license extensions and a debt issuance by PECO.
  • 6Exelon announced the sale of certain businesses of its subsidiary, InfraSource, Inc., indicating strategic portfolio adjustments.

Frequently Asked Questions

This filing is an amendment to Exelon's original Form 10-Q for the quarter ended June 30, 2003. It specifically addresses comments from the SEC regarding Exelon's Registration Statement on Form S-3, primarily to confirm the effectiveness of the disclosure controls and procedures for Exelon and its key subsidiaries.

Disclosure controls and procedures are designed to ensure that material information relating to the company is made known to management, including the principal executive and financial officers, and is properly recorded, processed, summarized, and reported in the company's SEC filings within required timeframes. As of June 30, 2003, management concluded that these controls and procedures were effective for Exelon, ComEd, PECO, and Exelon Generation, though they provide reasonable, not absolute, assurance.

The most notable change mentioned is the implementation of a new general ledger accounting system across the affiliated Exelon companies during the second quarter of 2003. This system was implemented to provide a consistent platform and enhance management reporting and analysis. The filing also lists various events reported on Form 8-K, such as nuclear license extensions, debt issuances, and asset sales.

The acknowledgment of inherent limitations means that the company's internal controls, while designed to be effective, are not foolproof. These limitations include the possibility of human error, faulty judgment, or intentional circumvention (collusion). For investors, this means that while the company has robust systems in place, there remains a residual risk that not all misstatements may be detected. Companies are required to disclose this to provide a realistic view of their control environment.