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): February 26, 2001 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-16169 EXELON CORPORATION 23-2990190 (a Pennsylvania corporation) 37th Floor, 10 South Dearborn Street Post Office Box A-3005 Chicago, Illinois 60690-3005 312/394-4321
Item 5. Other Events. Set forth below is the text of the slides used during the Edison Electric Institute International Finance Conference held in London on February 26, 2001 to explain Exelon's strategy and earnings targets. This presentation 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 Corporation. The following factors, among others, could cause actual results to differ materially from those described herein: economic, business, competitive and/or regulatory factors affecting Exelon's businesses generally. More detailed information about those factors is set forth in the joint proxy statement/ prospectus regarding the merger and in the PECO Energy, Unicom Corporation and Exelon Corporation reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Exelon Corporation 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 presentation.
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. Exelon slide presentation at the Edison Electric Institute International Finance Conference, February 26, 2001.
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. Exelon Corporation (Registrant) Date: February 26, 2001 By: /s/ Ruth Ann M. Gillis ------------------------ Ruth Ann M. Gillis Senior VP & CFO
EXHIBIT 99 NYSE: EXC Excellence-Execution-Exelon Ruth Ann M. Gillis, Senior Vice President and Chief Financial Officer Edison Electric Institute International Financial Conference February 26, 2001 [LOGO FOR EXELON] (SM) ---------------
NYSE: EXC Important Notice This presentation 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 Corporation. The following factors, among others, could cause actual results to differ materially from those described herein: economic, business, competitive and/or regulatory factors affecting Exelon's businesses generally. More detailed information about those factors is set forth in the joint proxy statement/ prospectus regarding the merger and in the reports filed with the Securities and Exchange Commission by PECO Energy Company, Unicom Corporation and Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Exelon Corp. 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 presentation. [LOGO FOR EXELON]
NYSE: EXC The Power of Exelon . 47 GWs of low-cost generation . A power marketing operation that optimizes value . Strong and steady earnings streams from regulated businesses . Access to 5M customers in deregulated markets . Financial scale to pursue growth in multiple segments of utility industry . A platform for future growth in the energy, telecommunications and energy- services arenas [LOGO FOR EXELON]
NYSE: EXC Exelon's Integrated Strategy [This slide is a diagram which illustrates the integrated strategy. The three main business segments are shown as interlocking trapezoids arranged horizontally: 1) Energy Delivery; 2) Generation and Power Marketing; 3) Enterprises. Extending under all of the trapezoids is a thin rectangle.] [Legends in the trapezoids:] Energy Delivery - --------------- significant and steady source of earnings for reinvestment in growth of the corporation Generation and Power Marketing - ------------------------------ primary growth vehicle in the near-term Enterprises - ----------- positioning to provide longer term growth prospects [Legend in the rectangle:] Linking capabilities, assets and market presence to create continuous opportunities to build shareholder value [LOGO FOR EXELON]
NYSE: EXC Generation Strategy . Develop national generation portfolio with fuel and dispatch diversity . Grow asset portfolio through: . mergers/acquisitions . development . innovative technology . joint ventures . long-term off-take contracts . Drive cost and operational leadership through proven fleet management and economies of scale . Optimize value of our low-cost position through power marketing expertise [LOGO FOR EXELON]
NYSE: EXC Generation Supply Footprint [This slide depicts a map of North America which identifies each of the National Electricity Reliability Council regions and indicates the amount of Exelon generation in each region:] WSCC 200 MW MAPP 0 MW ERCOT 1,060 MW SPP 800 MW MAIN 22,900 MW FRCC 0 MW SERC 1,000 MW ECAR 0 MW MACC 11,000 MW NPCC 5,900 MW Plus 3,600 MW under development [The slide also contains three boxes with additional information:] [First box:] 37,500 MW in operation 4,800 MW in construction 4,7000 MW in development 47,000 MW* TOTAL [Second box:] plus 220 MW in construction and under development in Mexico [Third box:] plus 340 MW of CT peaking capacity currently under development [LOGO FOR EXELON]
NYSE: EXC Nuclear Production Cost-- Competitive Advantage The fleet has competitive operating costs: . Fleet aggregate cost is better than nuclear industry median . Production costs decreased 9.5% in 2000 . 4 Exelon Nuclear plants in top quartile for production costs . Exelon fleet fuel cost per MWh is in the industry best quartile [This slide also contains a vertical bar chart showing the projected average production cost in dollars per megawatt-hour for the years 2000, 2001, 2002, and 2003. Also shown on the chart are reference lines for the 1999 Industry Median ($17.10) and the 1999 Top Quartile ($14.52).] Year $/MWh 2000 14.64 2001 14.16 2002 14.20 2003 13.46 [LOGO FOR EXELON]
NYSE: EXC Nuclear Fuel Price Stability - Competitive Advantage [This slide contains two vertical bar charts, side by side] [The left chart is titled: Fuel Cost as a Percentage of Total Production Cost ('99). It is a stacked vertical chart showing the relative percentage of fuel cost to production cost for four fuel types: Nuclear, Coal, Oil, and Gas. Fuel O&M Total Nuclear 27% 73% 100% Coal 70% 30% 100% Oil 76% 24% 100% Gas 80% 20% 100% [The right chart is titled: Historical Fuel Cost Volatiliy. It is a vertical bar chart showing three side by side bars representing the average fuel cost, in mils per kilowatt-hour, for nuclear, fossil, and gas turbines in each of the 5 years, 1995 through 1999] Nuclear Fossil Gas Turbines 1995 5.75 16.07 20.83 1996 5.50 16.51 30.58 1997 5.42 16.80 24.94 1998 5.39 15.94 23.02 1999 5.17 15.62 28.72 [Logo for Exelon] Page 1
NYSE: EXC Refueling Performance Leadership -- Competitive Advantage We've demonstrated world-class refueling outage experience: Fleet average refueling duration is 22 days - 8 of 9 shortest outages in U.S. in 2000 - Exelon Nuclear holds U.S. duration record . Exelon fleet plants have out-paced industry performance . The economic value of reducing outage duration by one day is ~ $640,000/unit . Refueling outage execution is a competitive differentiator [This slide also contains a vertical bar chart showing, side by side, the average refueling outage duration in days during the years 1997, 1998, 1999, and 2000 for the U.S. Industry and Exelon.] Year U.S. Industry Exelon 1997 64 58 1998 51 53 1999 40 30 2000 39 21 [LOGO FOR EXELON]
NYSE: EXC Optimizing Existing Assets - Competitive Advantage Exelon Nuclear is adding capacity: . Planned power uprates on ten units -- 885 MW . Other planned capacity additions via modifications, feedwater flow improvement, etc. -- 175 MW . Purchase of additional 7% of Peach Bottom -- 164 MW . Combination of improved capacity factors and added capability will increase net generation through 2003 - by approximately 9 million MWh . Equivalent to new 1200 MW unit, at an average cost of ~$205/kw [This slide also contains a vertical bar chart showing the projected fleet net generation in millions of megawatt-hours for the years 2000, 2001, 2002, and 2003.] Year Fleet Net Generation (million MWh's) 2000 114.50 2001 115.33 2002 117.33 2003 122.44 - --------------------------------------------------------------------- Average generation contribution to EPS: an add'l 1 million MWh equals approximately 6 cents per share. - --------------------------------------------------------------------- [LOGO FOR EXELON]
NYSE: EXC Portfolio Growth through AmerGen - Competitive Advantage . 2,335 MWs in portfolio, acquired at average cost of $30/kW . Approx. 90% of AmerGen's output in 2001 sold under PPAs; contracts expire 2002-2004 . Continue to pursue additional acquisitions, with recognition of increasingly competitive landscape . Estimate $65 M net income contribution in 2001 [LOGO FOR EXELON]
NYSE: EXC Continued Cost Reductions - Competitive Advantage . O&M cost reduction of 8-10% between 2000-2003 - Capture merger synergies - Bring economies of fleet scale to single unit sites - Planned staffing reductions to achieve standard "best in fleet" - Materials, equipment, services cost reductions through price, volume, consolidation synergies . Additional fuel cost reductions planned - Contract management, leverage - All aspects of fuel design and management . We will transfer knowledge of achieving low cost operations fleet-wide 2 cents per kilowatt-hour all-in cost target is competitive under any view of the future [LOGO FOR EXELON]
NYSE: EXC Exploring our Options: Pebble Bed Modular Reactor (PBMR) - 12.5% investment ($7.5M) in PBMR Feasibility Study underway in South Africa - Promising technology - Addresses many issues: - Environmentally clean - Modular construction - More efficient size - Lower cost - Ease of licensing - Ease of construction - If approved, construction in South Africa would begin in 2002 with startup testing in 2005 - Outcome in South Africa will dictate future of PBMR in U S [Logo for Exelon] Page 1
NYSE: EXC Power Marketing Strategy . Lead industry in asset-based, market driven power marketing . Drive generation asset growth through Power Team's unique market knowledge and analytical expertise . Market focused portfolio that allows for sale of innovative premium products . Pursue financial trading to complement a physical portfolio . Manage risk through optimal mix of long and short-term supply obligations [This slide also contains a stacked vertical bar chart showing the projected Gigawatt-hour Deliveries for the years 2001, 2002, and 2003 differentiated by 1) Affiliate Sales; 2) Market Sales, and 3) Sithe*.] GWh Deliveries Year Affiliate Market Sithe* Sales Sales 2001 107,000 77,000 0 2002 103,500 92,100 0 2003 103,300 100,300 30,000 * assumes acquisition of 100% of Sithe assets [LOGO FOR EXELON]
NYSE: EXC Extracting Value . Combined portfolio provides diverse platform to expand national reach . Geographic diversity of assets - Better utilization of owned transmission - Improves asset utilization - Enables market expansion . Diversity of generation mix enhances portfolio of higher margin, custom products [This slide contains a vertical bar chart showing the market deliveries, in Gigawatt-hours, by geographic region for the year 2000.] Region 2000 Market Deliveries (GWhs) Mid-West 27,800 Mid-Atlantic 35,200 Northeast 7,200 South 10,100 West 2,900 Sithe 10,000 [LOGO FOR EXELON]
NYSE: EXC GenCo Financial Projections 2001 ------ Revenue $6.4 B Gross Margin $2.9 B O&M / A&G $1.4 B EBIT $1.0 B CapEx $0.9 B - ------------------------------------------- 2001-2003 --------- Revenue growth 12% . Increasing Volume - 15% annual market sales growth ...despite: . Declining forward curves - 10% reduction over 2001-2003 timeframe - ------------------------------------------- [LOGO FOR EXELON]
NYSE: EXC Energy Delivery Footprint [This slide contains a graphic image depicting the Continental United States and ovals containing the following data:] Chicago - ------- 3.4 M Customers 90,500 GWh Sales Philadelphia - ------------ 1.5 M Customers 0.4 M Gas Customers 35,000 GWh Sales Exelon Energy Delivery - ---------------------- 4.9 M Customers 0.4 M Gas Customers 125,500 GWh Sales [The Chicago and Philadelphia ovals are each linked to the Exelon Energy Delivery oval by arrows.] [LOGO FOR EXELON]
NYSE: EXC Energy Delivery Strategy [This slide shows a diagram of three stacked rectangles, decreasing in width from bottom to top. The bottom rectangle is divided into three sections linked by arrows and labeled from left to right: 1) "Deliver Reliable Service"; (leads to) 2) "Improve Customer Service"; (leads to) 3) "Sustain Productive Regulatory Relationships". The middle rectangle is labeled "Maximizing Value from Assets". The top rectangle is labeled "Optimize Opportunities".] [LOGO FOR EXELON]
NYSE: EXC Deregulation is working in Illinois & Pennsylvania [This slide is arranged with the ComEd bullet points on the left side of the slide, and the PECO bullet points are on the right] ComEd - ----- - - All C&I customers have choice - 28% sales switched - - Residential Customers - Rates cut 15% 01/98 - Additional 5% rate 10/01 - Choice in 05/02 New Generation in Illinois: - 2,000 MWs constructed since 1997 - 13,000 MWs planned for construction by 2003 PECO - ---- - - All customers have choice - 37% sales switched - 35% residential customers served by alternate suppiers New Generation in Pennsylvania: - 15,000 MWs planned for construction by 2005 [Logo for Exelon] Page 1
NYSE: EXC Delivery Financial Projections 2001 --------- Revenues $ 9.6B Gross Margin $ 5.4B Operating Expenses $ 1.7B EBITDA $ 3.6B EBIT $ 2.5B Cap Ex $ 1.2B [LOGO FOR EXELON]
NYSE: EXC Exelon Enterprises Strategy . Leverage Exelon's: - physical assets - customer relationships - competencies: energy, energy services, infrastructure management and telecommunications . To generate value from: - utility outsourcing of construction and maintenance - rapid growth of voice, video and internet - consumers' need for energy services [LOGO FOR EXELON]
NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services (EIS) . Exelon Energy Solutions and Mechanical Services . Exelon Energy Supply . Exelon Thermal . Exelon Communications . Exelon Capital Partners [LOGO FOR EXELON]
NYSE: EXC Enterprises Financial Projections 2001 ------ Revenue $ 3 B EBITDA $ 0.1 B EBIT $ 0.1 B Net Income $(0.01B) CapEx $ 0.5 B [LOGO FOR EXELON]
NYSE: EXC Exelon 2001 Financial Projections 2001 ---- Revenue $ 15.3B Fuel & Purchased Power 4.6B Operating Expenses 5.7B EBIT 3.5B Net Income to Common 1.4B Avg. Shares Outstanding 319M Earnings Per Share $ 4.50 Cap Ex * $ 2.7B * including $40M for Business Services Group [EXELON LOGO]
NYSE: EXC Key Assumptions 2001 2002 2003 ------ ------ ------ Nuclear Capacity Factor 92% 90% 93% Total GenCo Sales (GWh) 183,970 195,640 203,530 Total Delivery Sales (GWh) 125,500 127,700 130,700 Tot. Unreg. Retail Sales (GWh) 10,850 16,670 21,180 Volume Retention PED 65% 64% 64% CED 86% 81% 80% Market Clearing Price ($/MWh) ~$34 ----------> ~$30 Merger Synergies ($M) $135 $225 $265 Effective Tax Rate 38% 38% 38% [LOGO FOR EXELON]
NYSE:EXC Ruth Ann's Rules of Thumb - -/+ 1% Load Growth (CED) = -/+ $0.06 EPS - -/+ 1% Nuclear Cap Factor = -/+ $0.07 EPS - -/+ $1 Wholesale Mkt Price = -/+ $0.07 EPS - - 1% Effective Tax Rate = + $0.09 EPS [LOGO FOR EXELON]
Our Commitments . Capture cost and revenue synergies of $265M by 2003 . Deliver on service reliability investments . Maintain top quartile nuclear plant performance . Sustain low cost advantage while expanding national generation portfolio . Leverage competencies into New Market opportunities . EPS in 2001 of $4.50 growing at approximately 10% to $4.95 in 2002 and $5.40 in 2003 [LOGO FOR EXELON]