<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2000
Commission Registrant; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification No.
1-11375 UNICOM CORPORATION 36-3961038
(an Illinois corporation)
37th Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
312/394-7399
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
37th Floor, 10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
312/394-4321
<PAGE>
Item 5. Other Events
On April 14, 2000, Unicom issued a news release announcing its
earnings for the first quarter of 2000 and its expected transmission
and distribution expenditures for the year 2000. The news release is
attached hereto as Exhibit 99 and is hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.
UNICOM CORPORATION
(Registrant)
Date: May 8, 2000 By: Ruth Ann M. Gillis
------------------------
Ruth Ann M. Gillis
Senior Vice President
COMMONWEALTH EDISON COMPANY
(Registrant)
Date: May 8, 2000 By: Ruth Ann M. Gillis
-------------------------
Ruth Ann M. Gillis
Senior Vice President
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99. News release dated April 14, 2000 issued by Unicom
Corporation
<PAGE>
UNICOM REPORTS 1st Q EARNINGS - $1.00 PER COMMON SHARE; REVISED
TRANSMISSION AND DISTRIBUTION EXPENDITURES FOR THE YEAR 2000
(UNAUDITED)
Unicom Corporation (NYSE: UCM) today reported
first quarter earnings of $1.00 per common share (diluted)
compared to operating earnings per share of $0.50 (diluted,
excluding non-recurring items) for the same period last year.
The earnings improvement is attributable to lower operating costs
under the structure of the purchase power arrangements entered
into upon the sale of ComEd's fleet of fossil stations in
December 1999, superior operating performance in ComEd's Nuclear
Generation Group, lower financing costs and a reduction in
Unicom's shares outstanding as a result of stock buyback
programs. Two non-operating items, a gain on the settlement of
the forward share repurchase arrangements ($113 million, after-
tax) and a loss on the sale of uranium-related properties ($22
million, after-tax), were offset by increased regulatory asset
amortization. "We are very pleased by the strong core operating
performance achieved in the first quarter, as well as the
continued progress in strengthening our balance sheet," said Ruth
Ann M. Gillis, Senior Vice President and Chief Financial Officer
of Unicom.
Approximately $0.30 of the first quarter 2000 earnings
improvement resulted from reduced operation and maintenance,
fuel, depreciation and property tax expenses, as a result of
the December 1999 sale of the fossil stations, partially
offset by costs of related purchased power arrangements
(PPAs) entered into with Midwest Generation. On an
annualized basis, the costs of the PPAs in 2000 are expected
to approximate the costs associated with owning and
operating the fossil stations in 1999; however, the PPAs
shift a significant portion of the costs to the summer
months.
The nuclear units operated at an average capacity factor of
95% in the first quarter of this year, compared to 85% in
the comparable period of last year when LaSalle Unit 2 was
in an extended recovery outage. The increased availability
of low cost nuclear generation led to a 159% increase in off-
system kilowatthour sales this quarter, helping to offset
the effect of milder than normal winter weather. ComEd's
Braidwood Unit 1 returned to service on April 5, 2000
following a refueling outage completed in just 18 days, the
second shortest refueling outage completed by any nuclear
unit in the United States. The Nuclear Generation Group
also reduced its operation and maintenance costs from the
same period last year, offsetting the effect of higher
operation and maintenance costs incurred as part of the
ongoing efforts to improve the reliability of ComEd's
transmission and distribution systems.
In January 2000, Unicom physically settled forward share
repurchase arrangements with financial institutions for the
repurchase of its common shares. The settlement of these
arrangements resulted in a mark to market gain of $113
million (after-tax) in the first quarter and a reduction in
outstanding shares of 26.3 million. In addition, Unicom
repurchased 14 million common shares during the first
quarter consistent with its share repurchase commitment in
the pending merger agreement with PECO Energy Company.
UNICOM CORPORATION EARNINGS FOR THE 12 MONTHS ENDED
MARCH 31, 2000 (UNAUDITED)
Unicom recorded earnings for the twelve months ended March
31, 2000 of $3.27 per common share (diluted). For the twelve
months ended March 31, 1999, earnings of $2.42 per common
share (diluted) were recorded. Excluding non-recurring
items, operating earnings per common share for the twelve
months ended March 31, 2000 and 1999 were $3.35 and $2.45,
respectively.
Several factors contributed to the current period improved
earnings, including increased wholesale kilowatthour sales,
lower energy costs, the sale of ComEd's fleet of fossil
stations, lower taxes other than income taxes and the
reduction in Unicom's outstanding common shares as discussed
above. These positive factors were partially offset by the
15% residential base rate reduction which became effective
August 1, 1998, increased regulatory asset amortization and
higher operation and maintenance costs.
TRANSMISSION AND DISTRIBUTION EXPENDITURES FOR THE YEAR 2000
Unicom also reported today that it has completed an
evaluation of the expenditures required to support its
intensive efforts to improve the reliability of its
transmission and distribution systems following record peak
demand levels and system outages experienced last summer.
Total 2000 expenditures to meet this commitment are expected
to exceed $1 billion. Significant initiatives include
increased levels of tree trimming throughout the service
territory, the overhaul and expansion of the heat-tolerance
capacity of distribution substations and the expansion of
transmission capability, including the accelerated construction
of a new transmission line in the southern portion of ComEd's
service territory. Operation and maintenance expense budgets
for 2000 are comparable to 1999 expense levels of approximately
$375 million. ComEd's transmission and distribution capital
budgets are expected to increase by $135 million over
preliminary budgeted levels to $650 million for 2000.
Approximately $114 million of the increased capital spending
is related to transmission and distribution facilities and
$21 million is for new transmission and distribution related
work management software and transportation equipment. The
increase in the transmission and distribution capital
expenditures is expected to be offset by a reduction in the
capital budgets for unregulated business operations of
approximately $150 million. The Nuclear Generation Group
capital budget of $215 million remains unchanged from the
preliminary 2000 budget level.
<PAGE>
UNICOM CORPORATION CONSOLIDATED EARNINGS (UNAUDITED)
- ---------------------------------------------------
(Millions Except Per Share Data)
<TABLE>
<CAPTION>
% Change
Increase/
THREE MONTHS ENDED MARCH 31 2000 1999 (Decrease)
- --------------------------- ------ ------ ---------
<S> <C> <C> <C>
Operating Revenues $ 1,658 $ 1,538 7.8%
Expenses and Other Items:
Fuel and Purchased Power $ 326 $ 307 6.2
Operation and Maintenance 549 555 (1.1)
Depreciation and Amortization 375 231 62.3
Interest, Taxes and Other 212 332 (36.1)
Preference Stock Dividends
and Redemption Costs 1 15 (93.3)
Total $ 1,463 $ 1,440 1.6
Net Income before Extraordinary
Item $ 195 $ 98 99.0
Extraordinary Loss, less
Applicable Income Taxes $ (3) $ (28) (89.3)
Net Income $ 192 $ 70 NM
Basic Earnings per
Common Share (1) $ 1.01 $ 0.32 NM
Diluted Earnings per
Common Share (1) $ 1.00 $ 0.32 NM
Average Number of Common Shares
Outstanding (Diluted) 192 218 (11.9)
TWELVE MONTHS ENDED MARCH 31
- ----------------------------
Operating Revenues $ 6,968 $ 6,977 (0.1)%
Expenses and Other Items:
Fuel and Purchased Power $ 1,568 $ 1,716 (8.6)
Operation and Maintenance 2,421 2,273 6.5
Depreciation and Amortization 987 926 6.6
Interest, Taxes and Other 1,287 1,450 (11.2)
Preference Stock Dividends
and Redemption Costs 10 58 (82.8)
Total $ 6,273 $ 6,423 (2.3)
Net Income before Extraordinary
Item $ 695 $ 554 25.5
Extraordinary Loss, less
Applicable Income Taxes $ (3) $ (28) (89.3)
Net Income $ 692 $ 526 31.6
Basic Earnings per
Common Share (1) $ 3.28 $ 2.42 35.5
Diluted Earnings per
Common Share (1) $ 3.27 $ 2.42 35.1
Average Number of Common Shares
Outstanding (Diluted) 212 218 (2.8)
</TABLE>
NM Not Meaningful
(1) Includes non-recurring items in the three months and twelve months
ended March 31, 2000 and 1999 as discussed in Note 1 of Notes to
Consolidated Earnings Release.
See Notes to Consolidated Earnings Release
<PAGE>
Unicom Corporation and Subsidiary Companies
Notes to Consolidated Earnings Release (Unaudited)
As of March 31, 2000
Note: The following are diluted earnings per common share calculations.
1.Earnings for the three months and twelve months ended March 31, 2000
of $1.00 and $3.27 per common share include a gain on the settlement
of the forward share repurchase arrangements of $113 million
(after-tax), a loss on the uranium-related property sale of $22 million
(after-tax) and increased regulatory asset amortization of $91 million
(after-tax). Earnings for the twelve months ended March 31, 2000 also
include a loss of $58 million (after-tax) related to the forward share
repurchase arrangements, a gain on fossil plant sale of $1.56 billion
(after-tax), an additional regulatory asset amortization of $1.48 billion
(after-tax) and an increase in the estimated liability for the
remediation of former manufactured gas plant sites of $41 million
(after-tax). Earnings for the three months and twelve months ended
March 31, 1999 of $0.32 and $2.42 per common share, respectively,
include a charge of $15 million (after-tax) related to a settlement
agreement with the City of Chicago, a charge of $37 million (after-tax)
for debt and preference stock redemption costs and an unrealized gain
of $14 million (after-tax) related to the forward share repurchase
arrangements. Earnings for the twelve months ended March 31, 1999
also include a gain on the sale of certain assets of $32 million
(after-tax). Excluding these non-recurring items, operating earnings were
$1.00 and $3.35 per common share for the three months and twelve months
ended March 31, 2000, respectively, and $0.50 and $2.45 per common share
for the three and twelve months ended March 31, 1999, respectively.
2.In December 1999, ComEd completed the $4.8 billion sale of its fossil
generating stations to Midwest Generation, a subsidiary of Edison
International. Consistent with the provisions of the Illinois Public
Utility Act (the 1997 Act), the gain on the sale of $2.59 billion,
pre-tax, was used to recover regulatory assets; therefore the gain on
the sale (excluding $43.4 million of amortization of investment tax
credits) was recorded as a regulatory liability and amortized in the
fourth quarter of 1999. The amortization of the regulatory liability
and additional regulatory asset amortization of $2.46 billion are
reflected in depreciation and amortization expense on ComEd and
Unicom's Statements of Consolidated Operations and resulted in a net
reduction to depreciation and amortization expense of $88 million.
The additional $43.4 million of amortization of investment tax credits
related to the sale is reflected in interest, taxes and other on the
Condensed Statement of Consolidated Earnings.
3.In 1999, Unicom entered into forward share repurchase arrangements
with financial institutions for the repurchase of approximately 26.3
million shares of Unicom common stock using proceeds it received from
ComEd's repurchase of its common stock held by Unicom. The forward share
repurchase arrangements were recorded as a receivable on Unicom's balance
sheet and the receivable was adjusted to reflect the aggregate market
value of the shares deliverable under the arrangements at the end of
each reporting period. Consequently, the forward share repurchase
arrangements have increased earnings volatility. The settlement of the
arrangements in January 2000 resulted in a gain of $113 million
(after-tax), or $0.59 per common share, and a reduction in Unicom's
outstanding common shares and common stock equity. The forward share
repurchase arrangements resulted in a net gain of approximately
$55 million (after-tax), or $0.26 per common share, for the twelve months
ended March 31, 2000.
4.Operation and maintenance expenses reflect costs for separation plans
offered to ComEd employees and certain other employee-related costs of $3
million and $12 million for the three months and twelve months ended
March 31, 2000, respectively, and $0.3 million and $33 million for the
three months and twelve months ended March 31, 1999, respectively.
Such costs reduced operating results by $2 million (after-tax),
or $0.01 per common share and $7 million (after-tax), or $0.04 per common
share, for the three months and twelve months ended March 31, 2000,
respectively, and $0.2 million (after-tax), or less than $0.01 per
common share and $20 million(after-tax), or $0.09 per common share,
for the three months and twelve months ended March 31, 1999, respectively.
<PAGE>
UNICOM CORPORATION CONSOLIDATED STATISTICAL INFORMATION (UNAUDITED)
--------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
March 31 March 31
----------------------- ----------------------
%Change %Change
Incr/ Incr/
2000 1999 (Decr) 2000 1999 (Decr)
---- ---- ------ ----- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Kilowatthour Sales
by ComEd (millions) -
Residential 5,967 5,956 0.2% 23,727 24,228 (2.1)%
Small commercial and
industrial 6,993 6,580 6.3 29,537 27,224 8.5
Large commercial and
industrial 5,870 6,112 (4.0) 22,232 24,177 (8.0)
Public authorities and
electric railroads 2,448 1,946 25.8 8,689 7,861 10.5
------ ------ ------ ------
Total sales to ultimate
consumers 21,278 20,594 3.3 84,185 83,490 0.8
Sales for resale:
Other utilities 6,905 2,670 158.6 21,918 11,398 92.3
Municipalities 306 447 (31.5) 1,663 1,803 (7.8)
------ ------ ------ ------
Total Kilowatthour Sales 28,489 23,711 20.2 107,766 96,691 11.5
====== ====== ======= ======
Weather Data-
Heating Degree Days 2,756 3,072 (10.3) 5,549 5,532 0.3
Heating Degree Days -
30-Year Average 3,254 3,254 6,427 6,427
Cooling Degree Days 3 - NM 928 990 (6.3)
Cooling Degree Days -
30-Year Average 1 1 863 863
</TABLE>
NM Not Meaningful
