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): June 13, 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 9. Regulation FD Disclosure. On June 13, 2001, Exelon's co-CEO and President, John W. Rowe, made a presentation at the Deutsche Bank Alex Brown Electric Power Conference in New York. Attached as exhibits to this Current Report on Form 8-K are the press release issued by Exelon in connection with Mr. Rowe's remarks and the text of the slides used in Mr. Rowe's presentation. Except for historical information, matters discussed in the attached press release and presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. Actual results may vary materially from the expectations contained therein. The forward-looking statements include statements about future financial and operating results of Exelon Corporation. The following factors, among others, could cause actual results to differ materially, and include future events affecting the demand for, and the supply of, energy, including weather and economic conditions and the availability of generating units, and economic, business, competitive and regulatory and other factors discussed in Exelon's other filings 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 press release and presentation. Exelon Corporation undertakes no obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this press release and presentation.
EXHIBIT INDEX Exhibit Number Description of Exhibits 1. None 2. None 4. None 16. None 17. None 20. None 23. None 24. None 27. None 99.1 Press release issued June 13, 2001 regarding John W. Rowe's remarks at the Deutsche Bank Alex Brown Electric Power Conference. 99.2 Exelon slide presentation at the Deutsche Bank Alex Brown Electric Conference, June 13, 2001.
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 thereunto duly authorized. Exelon Corporation (Registrant) Date: June 13, 2001 By: /s/ Ruth Ann M. Gillis ------------------------ Ruth Ann M. Gillis Senior VP & CFO
EXHIBIT 99.1 [LOGO OF EXELON] - -------------------------------------------------------------------------------- News Release From: Exelon For Immediate Release --------------------- Corporate Communications June 13, 2001 P.O. Box 805379 Chicago, IL 60680-5379 Contact: Don Kirchoffner 312.394.3001 Linda Marsicano 312.394.3099 Exelon On Track to Meet or Beat 2001 Earnings Target of $4.50 per Share Chicago (June 13, 2001) - Exelon Corporation Co-CEO John W. Rowe told investors today that Exelon is well on track to meet or beat its 2001 earnings target of $4.50 per share. Rowe made the announcement during a presentation at the Deutsche Banc Alex. Brown Power Conference in New York. Rowe attributes the success to the smooth transition of the merger of Unicom and PECO Energy that formed Exelon Corporation and value-creating opportunities in the first quarter that were better than the company anticipated. "These opportunities were fueled by high gas prices that persisted through early spring in our two principal markets, but they also arose from our PowerTeam's increasing knowledge of how to move power around the high demand markets within our reach," Rowe says. "Also, the ComEd distribution system is in its best shape in recent years, and although we expect peak demand of 21,850 megawatts this summer, we have locked enough power to meet the demand of 23,600 megawatts. Exelon is committed to protecting our customers from the reliability problems currently plaguing California." Asked how an excess supply of generation would affect Exelon's earnings and profitability, Rowe cited the resilience of and earnings protection afforded by Exelon's low cost of nuclear production (less than 2.2 cents/kilowatthour), the expertise and market reach of PowerTeam and the heavy demand generated from ComEd and PECO's combined customer base of 5 million. Exelon will report its second quarter earnings on July 24, 2001 before the market opens. A webcast of Exelon's presentation at the Deutsche Banc Conference can be accessed at www.db.com/conferences or through the Investor Relations section of ---------------------- the Exelon web site at www.exeloncorp.com. The webcast will be available on these web sites for 90 days after the date of the conference. ### Except for historical information, matters discussed in this release are forward-looking statements that are subject to risks and uncertainties. The factors that could cause actual results to differ materially include future events affecting the demand for, and the supply of, energy, including weather and economic conditions and the availability of generating units, and other factors discussed in Exelon's filings 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 release. Exelon undertakes no obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this release. Exelon Corporation is one of the nation's largest electric utilities with approximately five 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 five million customers in Illinois and Pennsylvania and gas to 425,000 customers in the Philadelphia area. The company also has holdings in such competitive businesses as energy, infrastructure services and energy services. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC. page 2
EXHIBIT 99.2 NYSE: EXC EXELON John W. Rowe CO-CEO AND PRESIDENT JUNE 13, 2001 DEUTSCHE BANK ALEX BROWN CONFERENCE [logo for Exelon]
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 reports filed with the Securities and Exchange Commission by PECO Energy Company, ComEd 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 Exelon's Integrated Strategy [This slide contains a pyramid illustrating the integrated strategy. The pyramid is divided into three horizontal sections. The sections are labeled as follows: Bottom section: ENERGY DELIVERY Steady Source of Earnings 5 Million Customers Deregulated Markets Middle section: GENERATION AND POWER MARKETING Near-term Growth Vehicle 48 GWs Unregulated Power Including 17GWs Nuclear Top section: ENTERPRISES Platform for Future Growth] [Under the pyramid is a rectangle in which is written: Linking Capabilities, assets and market presence to create continuous opportunities for building shareholder value] [logo for Exelon]
NYSE: EXC Exelon Nuclear's Competitive Cost Advantage: All-In cost of 2c/KWh by 2003 - --Fleet capacity factors: --YTD 5/31/01: 96.0% --2001 Target: 91.6% --2000 Actual: 93.8% --2000 Target 90.6% - --Production Cost --April YTD: $12.73/MWh --Fleet variable fuel cost per MWh is in the industry's best quartile - --World-class refueling outage experience: --2000 average refueling: 22 days --Spring 2001 refueling outages: --Limerick 2--16 days, 8 hours --Byron 2--15 days, 18 hours [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 2000 Industry median ($16.75) and the 2000 Top Quartile ($14.20)] Year $/MWh 2000 14.64 2001 14.16 2002 14.20 2003 13.46 [logo for Exelon]
NYSE: EXC Exelon Nuclear: Capacity Additions Power uprates on eleven units will add 800-900 MW through 2003 - --Approximately 250 MW added to date on LaSalle, Byron and Braidwood. - --Additional work on Braidwood scheduled for fall 2001 and spring 2002 refueling outages. - --Dresden, Quad Cities, Clinton--uprates through 2003 - --Average estimated Cost will be well below cost of new gas generation Purchases of additional interest in Peach Bottom - --3.75% completed adding 82 MW; - --Additional 3.75% awaiting state regulatory approval Improving capacity factors and added capability will increase net generation through 2003 ~ 9 million MWh [logo for Exelon]
NYSE: EXC EXELON NUCLEAR: LICENSE EXTENSION License Renewals plans expiration Peach Bottom 2013, 2014 Application will be 2 and 3 submitted summer 2001 Dresden 2 and 3 2009, 2011 Application will be submitted 2003 Quad Cities 2012 Application will be 1 and 2 submitted 2003 Oyster Creek 2009 Under review TMI-1 2014 Under review We will continued to run our plants as long as they can be operated safely and profitably [logo for EXELON]
NYSE: EXC Exelon Power Team Focussed on growth of market sales, and reliability of supply to affiliates - --75,000 GWHs of market sales estimated for 2001 - --ComEd PPAs run through 2006; - --PECO PPAs run through 2010 Average annual % generation available for market sales: - --Off-peak: 50% - --On-peak: 10% 1/st/ Qtr sales: 48,250 GWH - --60% to affiliates - --40% to market [This slide also contains a stacked vertical bar chart showing the projected Gigawatt-hour Sales for the years 1999-2003 differentiated by Sales to PECO, Pre-Merger Market Sales, Affiliate Sales, Market Sales, and Sithe*] - ------------------------------------------------------------------------------------------ Year Sales to Pre-Merger Affiliate Market Sales Sithe* PECO Market Sales Sales - ------------------------------------------------------------------------------------------ 1999 23491 43154 - ------------------------------------------------------------------------------------------ 2000 24393 48466 - ------------------------------------------------------------------------------------------ 2001 107000 77000 - ------------------------------------------------------------------------------------------ 2002 103500 92100 - ------------------------------------------------------------------------------------------ 2003 103300 100300 30000 - ----------------------------------------------------------------------------------------- * assumes acquisition of 100% of Sithe assets [logo for Exelon]
NYSE: EXC Exelon Power Team: Value-Creating Growth New Peaking Capacity: - --On line in 2001 --950 MW: Tenaska, GA --150 MW: Elwood, Il. (total for Elwood is now 750 MWs) --160 MW: LaPorte, TX --15 MW: PA Windfarm - --On line in 2002 --350 MW: Wolf Hollow, TX --350 MW: JV w/Peoples, IL --59 MW: PA Windfarm [This slide also contains a stacked vertical bar chart showing the projected Gigawatt-hour Supply for the years 2001, 2002 and 2003 differentiated by Owned Assets, EME PPA, Acquisitions/Growth, and Sithe*. - ------------------------------------------------------------------------------------------- Year Owned EME PPA Acquisitions Sithe* Total Assets /Growth - ------------------------------------------------------------------------------------------- 2001 123000 31000 30100 184100 - ------------------------------------------------------------------------------------------- 2002 125000 20000 51000 196000 - ------------------------------------------------------------------------------------------- 2003 129400 9000 65200 30000 233600 - ------------------------------------------------------------------------------------------- * assumes acquisition of 100% of Sithe assets [logo for Exelon]
NYSE: EXC Energy Delivery: Improving Fundamentals at ComEd Exelon Nuclear-like accountability taking hold: - --Operating and financial targets on time and on budget - --ComEd ready to meet summer challenges: --Power committed to meet demand peak of 23,600 MWs --1200 MWs available under ComEd curtailable demand program - --Distribution system significantly improved: --Outage frequency: down 38% over 1998 levels --Outage duration: down 46% over 1998 levels --Customer satisfaction higher across all customer classes [logo for Exelon]
NYSE: EXC Energy Delivery: ComEd Delivery Rate Case Filed June 1, 2001 Case proposes residential delivery service tariffs and new delivery rates for C & I customers effective May 1, 2002: --2000 test year reflects reliability improvement costs --Revenue Requirement $1.78 B; ROE: 13.25% --Average revenue/kWh increase: 1.50 to 2.05 cents: still below NSTAR, SDG&E, PSE&G, PG&E, PECO, Southern California Edison, and the Ameren CIPS (proposed) delivery rates [logo for Exelon]
NYSE: EXC Energy Delivery: Provider of Last Resort Initiative - --In April 2001 ComEd proposed a plan to ICC to stimulate growth of competitive markets and provide reliability and price stability beyond 2004 (when freeze on bundled rates and transition period end). - --The proposal: --Distinguishes large (*400kW) from small (**400 kW) users; --Large users (40% of load): --PPO and bundled service phased out - --Small users (99%) of customers): --Offered specific fixed-price service between 2005-2008, or --Option of modest scheduled annual price increases from 2005-2008, and --Assured availability of reliable supply at established prices * Greater then ** Less than [logo for Exelon]
NYSE: EXC Exelon Enterprises - --High level review of strategic assumptions and business operations underway - --Continuing challenge: How best to reach and serve the customer? - --Downturn in telecommunications market impacting EIS profit margins - --Cost controls imposed end of first quarter '01 will strengthen year-end performance --Hold on new acquisitions by EIS & Energy Services --Identifying reductions in Corporate Overhead [logo for Exelon]
NYSE: EXC Exelon's Investor Proposition . *49 GWs low-cost supply . Forecasted 2001 revenues of $15B, EPS of $4.50, and 10% earnings growth through 2003 . Appetite for growth tempered by commitment to financial discipline . Proven ability to seize opportunity and execute . Demonstrated focus on cost optimization . Depth and strength of management team * assumes completion of the Sithe acquisition and power uprate projects by 2003. [logo for EXELON]
NYSE:EXC Questions? [logo for EXELON]