UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
April 16, 2004
(Date of earliest
event reported)
Commission File | Name of Registrant; State of Incorporation; Address of | IRS Employer | ||
Number |
Principal Executive Offices; and Telephone Number |
Identification 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 |
Item 9. Regulation FD Disclosure | ||||||||
SIGNATURES | ||||||||
Slide Presentation | ||||||||
Appendix: Reconciliation of Operating Earnings | ||||||||
Appendix: Free Cash Flow |
Item 9. Regulation FD Disclosure
On April 16, 2004, John W. Rowe, Chairman and CEO of Exelon Corporation (Exelon), will participate in the Berenson & Company and The Williams Capital Group Midwest Seminar. Attached as Exhibits to this Current Report on Form 8-K are the slides and handouts to be used in the presentation.
Exhibit Index
Exhibit No. |
Description |
|
99.1
|
Slide Presentation | |
99.2
|
Appendix: Reconciliation of GAAP Reported and Adjusted (non-GAAP) Operating Earnings per Diluted Share | |
99.3
|
Appendix: Free Cash Flow |
This combined Form 8-K is being furnished 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 2003 Annual Report on Form 10-K ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsBusiness Outlook and the Challenges in Managing Our Business for each of Exelon, ComEd, PECO and Generation, (b) the Registrants 2003 Annual Report on Form 10-K ITEM 8. Financial Statements and Supplementary Data: Exelon Note 19, ComEd Note 15, PECO Note 14 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.
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.
EXELON CORPORATION |
COMMONWEALTH EDISON COMPANY |
PECO ENERGY COMPANY |
EXELON GENERATION COMPANY, LLC |
/s/ Robert S. Shapard |
Robert S. Shapard |
Executive Vice President and |
Chief Financial Officer |
Exelon Corporation |
April 16, 2004
Exhibit 99.1
Gaining Momentum John W. Rowe Chairman and CEO Berenson & Company and The Williams Capital Group Midwest Seminar April 16, 2004 Exelon Corporation |
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 factors discussed herein, as well as the items discussed in (a) the Registrants' 2003 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' 2003 Annual Report on Form 10-K-ITEM 8. Financial Statements and Supplementary Data: Exelon-Note 19, ComEd- Note 15, PECO-Note 14 and Generation-Note 13, and (c) other factors discussed in filings with the United States 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 |
Vision Statement Live Up to Our Commitments Perform at World-Class Levels Build Value through Disciplined Financial Management Exelon strives to build exceptional value by becoming the best and most consistently profitable electricity and gas company in the United States. To succeed, we must ... |
We Are Exelon * Operating capacity at 12/31/03; excludes Sithe and New England assets. Sources: Company reports, Thomson Financial Note: Data based on results reported through 3/31/04. |
World-Class Performance Nuclear operations dramatically improved Average annual capacity factor increased from 47% in 1997 to 93%+ in 2003 Production cost decreased from $26.80/MWh in 1997 to $12.53/MWh in 2003 - top quartile Fossil/hydro fleet improving efficiency Added more than 300 MWs of capacity from 2000-2003 T&D improving reliability Non-storm Outage Frequency reduced 28% from 1998-2003 Non-storm Outage Duration reduced 30% from 1998-2003 Gaining Momentum |
Disciplined Financial Management 10.6% average annual growth in adjusted (non-GAAP) operating EPS* 9.2% average annual growth in dividends Reduced debt by $2.3 billion Reduced interest expense by $219 million Since 2000: * See presentation appendix for EPS and cash flow reconciliation. Gaining Momentum After-tax O&M and Cap Ex savings of more than $300 million in 2004, increasing to more than $600 million in 2006 5% average annual earnings growth Free cash flow of $1.7 billion (cumulative)* 2004-2006 Targets: |
Well Positioned to: take advantage of wholesale competition - - Low-cost generation portfolio well suited to competitive market - - Recent significant progress in getting ComEd into PJM meet the needs of retail customers - - Actively engaged in public debate in Illinois and Pennsylvania - - The paradigm has become the New Jersey auction meet future environmental challenges Gaining Momentum |
And Well Positioned to Grow The Exelon Way Recovery of wholesale markets Expansion of wholesale markets - - ComEd integration into PJM - - AEP integration into PJM Further consolidation of the industry Gaining Momentum |
Exhibit 99.2
Appendix:
Reconciliation of GAAP Reported and Adjusted (non-GAAP)
Operating Earnings per Diluted Share
2000 GAAP 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 Adjusted (non-GAAP) Operating EPS |
$ | 3.86 |
2001 GAAP Reported EPS |
$ | 4.43 | ||
Cumulative effect of adopting SFAS No. 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 Adjusted (non-GAAP) Operating EPS |
$ | 4.49 |
2002 GAAP Reported EPS |
$ | 4.44 | ||
Cumulative effect of adopting SFAS No. 141 and No. 142 |
0.71 | |||
Gain on sale of investment in AT&T Wireless |
(0.36 | ) | ||
Employee severance costs |
0.04 | |||
2002 Adjusted (non-GAAP) Operating EPS |
$ | 4.83 |
2003 GAAP Reported EPS |
$ | 2.75 | ||
Boston Generating impairment |
1.74 | |||
Charges associated with investment in Sithe Energies, Inc. |
0.55 | |||
Severance |
0.49 | |||
Cumulative effect of adopting SFAS No. 143 |
(0.34 | ) | ||
Property tax accrual reductions |
(0.14 | ) | ||
Enterprises Services goodwill impairment |
0.06 | |||
Enterprises impairments due to anticipated sale |
0.06 | |||
March 3 ComEd Settlement Agreement |
0.05 | |||
2003 Adjusted (non-GAAP) Operating EPS |
$ | 5.22 |
Note: Three-year 2003/2000 compound annual growth rate (CAGR): $2.75/$2.87 = - -1.4% based on GAAP reported results. Three-year 2003/2000 CAGR: $5.22/$3.86 = 10.6% based on adjusted (non-GAAP) operating results.
Exhibit 99.3
Free Cash Flow We define free cash flow as: Cash from operations (which includes pension contributions and the benefit of synthetic fuels investment), less Capital expenditures Nuclear decommissioning trust fund investment activity Transition debt maturities Other debt maturities Common stock dividends Other routine investing/financing activities Plus cash from asset dispositions, etc. Appendix: |
Sources of Free Cash 2004-2006 (in millions) 2004-2006E The Exelon Way Commitment $1,000+ Resolution of Boston Generating and Sithe 400 Sale of Exelon Enterprises Businesses 200 Synthetic Fuels Investment 120 Total $1,720+ After using other sources of cash to cover pension contributions, cap ex, debt maturities and dividends, Exelon expects to have free cash flow from the following sources: Appendix: |