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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
September 17, 2003
(Date of earliest
event reported)
| Name of Registrant; State of | IRS Employer | |||
| Commission File | Incorporation; Address of Principal | Identification | ||
| Number | Executive Offices; and Telephone Number | Number | ||
| 1-16169 | EXELON CORPORATION | 23-2990190 | ||
| (a Pennsylvania corporation) | ||||
| 10 South Dearborn Street – 37th Floor | ||||
| P.O. Box 805379 | ||||
| Chicago, Illinois 60680-5379 | ||||
| (312) 394-7398 | ||||
| 1-1839 | COMMONWEALTH EDISON COMPANY | 36-0938600 | ||
| (an Illinois corporation) | ||||
| 10 South Dearborn Street – 37th Floor | ||||
| P.O. Box 805379 | ||||
| Chicago, Illinois 60680-5379 | ||||
| (312) 394-4321 | ||||
| 1-1401 | PECO ENERGY COMPANY | 23-0970240 | ||
| (a Pennsylvania corporation) | ||||
| P.O. Box 8699 | ||||
| 2301 Market Street | ||||
| Philadelphia, Pennsylvania 19101-8699 | ||||
| (215) 841-4000 | ||||
| 333-85496 | EXELON GENERATION COMPANY, LLC | 23-3064219 | ||
| (a Pennsylvania limited liability company) | ||||
| 300 Exelon Way | ||||
| Kennett Square, Pennsylvania 19348 | ||||
| (610) 765-6900 |
| SIGNATURES | ||||||||
| Slide Presentation | ||||||||
| Handout - Reconciliation | ||||||||
| Handout - 2003 and 2004 Earnings Guidance | ||||||||
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Item 9. Regulation FD Disclosure
On September 17, 2003, John W. Rowe, Chairman and Chief Executive of Exelon Corporation (Exelon), spoke at a dinner during the Merrill Lynch Power and Gas Leaders conference held in New York City. Attached as Exhibits to this Current Report on Form 8-K are the slides and handouts used in the presentation, including reconciliations of operating earnings to GAAP earnings.
He commented that Exelon expects strong third quarter 2003 operating earnings, following strong first and second quarters. July and August 2003 were ahead of expectations. Accordingly, he indicated that Exelon expects that its third quarter operating earnings will exceed the current consensus estimate, and that Exelon anticipates that its operating earnings for the full year 2003 will be greater than the upper end of the range of $4.80-$5.00 that has been its operating earnings guidance. He said that when Exelon announces its results for the third quarter, it will raise its guidance for full year 2003 operating earnings and it will update its guidance for 2004 operating earnings.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Slide Presentation | |
| 99.2 | Handout – Reconciliation of GAAP Reported and Operating Earnings per Share | |
| 99.3 | Handout – 2003 and 2004 Earnings Guidance |
This combined Form 8-K is being filed separately by Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (Registrants). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.
Except for the historical information contained herein, certain of the matters discussed in this Report are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include those factors discussed herein, as well as the items discussed in (a) the Registrants’ 2002 Annual Report on Form 10-K — ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Outlook and the Challenges in Managing Our Business for each of Exelon, ComEd, PECO and Generation, (b) the Registrants’ 2002 Annual Report on Form 10-K — ITEM 8. Financial Statements and Supplementary Data: Exelon — Note 19, ComEd – Note 16, PECO – Note 18 and Generation – Note 13 and (c) other factors discussed in filings with the United States Securities and Exchange Commission (SEC) by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.
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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 hereunto duly authorized.
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EXELON CORPORATION COMMONWEALTH EDISON COMPANY PECO ENERGY COMPANY EXELON GENERATION COMPANY, LLC |
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/s/ Robert S. Shapard Robert S. Shapard Executive Vice President and Chief Financial Officer Exelon Corporation |
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| September 17, 2003 |
Exhibit 99.1
| Building Value - The Exelon Way John W. Rowe Chairman & Chief Executive Officer Merrill Lynch Power & Gas Leaders Conference New York City September 17, 2003 |
| This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include those discussed herein as well as those discussed in Exelon Corporation's 2002 Annual Report on Form 10-K in (a) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Business Outlook and the Challenges in Managing Our Business for Exelon, ComEd, PECO and Generation and (b) ITEM 8. Financial Statements and Supplementary Data: Exelon-Note 19, ComEd-Note 16, PECO-Note 18 and Generation-Note 13, and (c) other factors discussed in filings with the Securities and Exchange Commission (SEC) by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company, LLC (Registrants). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this presentation. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this presentation. Forward-Looking Statements |
| Total Return Comparisons 1/1/00 - 7/31/03 Source: Bloomberg |
| Exelon Footprint (1) Based on Exelon Generation's ownership and long-term contracts at 7/31/03, including AmerGen Energy Company, LLC; excludes investment in Sithe Energies, Inc. ECAR: 500 MW Contracted MAAC: 10,665 MW Total 10,415 MW Operating 250 MW Contracted MAIN: 20,164 MW Total 11,028 MW Operating 9,136 MW Contracted SPP: 795 MW Contracted SERC: 900 MW Contracted NPCC: 4,066 MW Operating ERCOT: 3,674 MW Total 2,494 MW Operating 1,180 MW Contracted Total: 40,764 MW (1) 28,003 MW Operating 12,761 MW Contracted Exelon Energy Delivery Retail Electric Customers 3.6M Northern Illinois 1.5M Southeastern Pennsylvania |
| U.S. Electricity Business - Expectations Small consumers want reliable service Large customers want choice among suppliers Suppliers want access to utility wires Environmental interests want cleaner power Investors want attractive returns Utilities need orderly systems in which to function |
| Build Value through Consistent Profitability Operating Earnings Per Share* Time $4.50 $4.49 $4.30 $5.00 "Top End" $4.70 $4.85 $4.83 $4.45 $5.45 $5.15 $3.86 2000 2001 2002 2003E 2004E Note: Current 2003E EPS guidance is $4.80 to $5.00. * See end of presentation material for reconciliation to GAAP EPS. |
| Valuation Measures P/E Earnings per Share Earnings per Share Dividends Yield 2004E (X) 2-Yr CAGR 2000-2002A (%) 2-Yr CAGR 2002A-2004E (%) 5-Yr CAGR 1997-2002A (%) (%) Exelon 11.3 11.9 4.8 2.2 3.3 Entergy 12.8 10.5 4.9 -5.5 3.3 FPL Group 12.0 4.7 3.1 3.8 3.9 Dominion Res. 12.0 20.4 2.4 0 4.3 Southern 15.1 10.6 2.1 0.8 4.8 Cinergy 12.7 1.3 1.3 0.1 5.2 Progress Energy 11.0 12.5 0.3 3.0 5.3 DTE Energy 10.2 7.4 -2.8 0 5.6 AEP 12.7 3.5 -11.0 0 4.8 Duke Energy 13.1 -5.4 -15.3 0.2 6.2 Average 12.3 7.7 -1.0* 0.5 4.7 * 2.0% CAGR excluding AEP and Duke Sources: Thomson First Call, Bloomberg Note: P/E and yield statistics as of 9/10/03 A=Actual; E=Estimate; CAGR=Compound annual growth rate |
| Building Value - The Exelon Way |
Exhibit 99.2
Reconciliation of GAAP Reported and Operating Earnings per Share
2000 Reported EPS |
$ | 2.87 | ||||||
Change in common shares |
(1.06 | ) | ||||||
Extraordinary items |
(0.07 | ) | ||||||
Cumulative effect of accounting change |
0.01 | |||||||
Unicom pre-merger results |
1.58 | |||||||
Merger-related costs |
0.68 | |||||||
Pro forma merger accounting adjustments |
(0.15 | ) | ||||||
2000 Pro Forma Operating EPS |
$ | 3.86 | ||||||
2001 Reported EPS |
$ | 4.43 | ||||||
Cumulative effect of adopting SFAS 133 |
(0.04 | ) | ||||||
Employee severance cost |
0.09 | |||||||
Litigation reserves |
0.03 | |||||||
Net loss on investments |
0.02 | |||||||
CTC prepayment |
(0.02 | ) | ||||||
Wholesale rate settlement |
(0.01 | ) | ||||||
Settlement of transition bond swap |
(0.01 | ) | ||||||
2001 Pro Forma Operating EPS |
$ | 4.49 | ||||||
2002 Reported EPS |
$ | 4.44 | ||||||
Transition loss on implementation of FAS 141 and 142 |
0.71 | |||||||
Gain on sale of AT&T Wireless |
(0.36 | ) | ||||||
Employee severance costs |
0.04 | |||||||
2002 Pro Forma Operating EPS |
$ | 4.83 |
Exhibit 99.3
2003 Earnings Guidance
Exelon’s full year 2003 operating earnings are expected to be toward the top of a range of $4.80 to $5.00 per share. The earnings guidance is based on the assumption of normal weather for the second half of 2003 and excludes the first quarter $0.34 per share gain from the cumulative effect for the change in accounting principle (SFAS 143), the net $0.05 per share charge related to the March 3 ComEd settlement agreement and the $0.40 per share impairment of our Sithe Energies investment. Our operating earnings guidance also excludes the second quarter $0.09 per share loss related to the sale of our InfraSource business. Operating earnings guidance excludes any potential impairment related to Exelon Boston Generating.
2004 Earnings Guidance
Exelon’s full year 2004 operating earnings are expected to be in the range of $5.15 to $5.45 per share. The earnings guidance is based on the assumption of normal weather and excludes any potential earnings or losses related to Exelon Boston Generating.