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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
December 20, 2001
(Date of earliest
event reported)
Exhibit 99.1
[Exelon Generation Logo] [TXU logo]
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News
Release
TXU Sells Two Texas Power Plants
to Exelon Generation
DALLAS and KENNETT SQUARE, Pa. (December 20, 2001) - TXU Corp. (NYSE: TXU) and
Exelon Generation today announced an agreement to sell two large TXU gas-fired
electric generating plants to Exelon Generation, a subsidiary of Exelon Corp.
(NYSE: EXC), for $443 million.
The transaction, involving two Dallas/Fort Worth plants with a combined capacity
of 2,334 megawatts (MW), will allow Exelon Generation to expand its presence in
the Texas region, enhancing its geographic and market diversity, while providing
TXU the opportunity to expand beyond Texas.
"This transaction is yet a further example of the execution of TXU's portfolio
management business model," said Brian Dickie, president, North America, TXU
Energy. "It decreases our size in the Texas generation market, reduces debt and
positions TXU for further growth in other U.S. markets. It is also good for
Texas customers as it retains reliability and promotes competition."
"These plants represent a good fit with Exelon's plan to grow its portfolio of
generation assets and to use them to position Exelon as one of the nation's top
tier energy suppliers," said Christine Jacobs, president of Exelon Power. "The
plants are situated in a region of large and ever-increasing demand. The
transaction is immediately accretive to earnings and triples the amount of our
generation in the region, allowing us to become a more effective competitor."
The plants sold are:
o 893-MW Mountain Creek Steam Electric Station, Dallas;
o 1,441-MW Handley Steam Electric Station, Fort Worth.
The plants will be operated by Exelon Power, Exelon Generation's power plant
operation arm. The output will be marketed by Exelon Power Team, Exelon's
wholesale marketing operation. The transaction includes a purchase power and
tolling agreement for TXU Energy to purchase power during summer months for the
next five years.
"One of the advantages for Exelon is acquiring the skilled, valuable employees
of the plants," said Wes Taylor, president of generation for TXU. "These
employees are among
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the best in the nation at operating power plants, and we are pleased that the
transaction is good for employees," added Taylor.
Employees at the two plants will be assured of jobs at the plants for at least
two years from the date of the sale.
"It is clear that these plants are valuable and their staffs are well-trained
and professional," Exelon's Jacobs said. "They will make a welcome addition to
our operation." Jacobs noted that the plants will join another Texas plant
recently added to Exelon Power fleet. Exelon Power this summer began operating
the brand-new 165 MW combustion turbine ExTex LaPorte plant in LaPorte, near
Houston. Exelon's entry into the ERCOT market came in October 2000, when the
Tenaska Frontier plant was completed and Exelon Power Team began marketing the
830 megawatts of output. Exelon Power Team also markets 350 megawatts of output
from the Wolf Hollow plant in Hood County, Texas.
The transaction is expected to be completed early next year.
TXU is a global leader in electric and natural gas services, merchant trading,
energy marketing, energy delivery, telecommunications, and other energy-related
services. TXU is one of the largest energy companies in the world with more than
$28 billion of annual revenue and $43 billion of assets. TXU is one of the
largest generators of electricity in the world and sells 330 million
megawatt-hours of electricity and 2.8 trillion cubic feet of natural gas
annually. TXU delivers or sells energy to 11 million customers primarily in the
U.S., Europe and Australia. Visit www.txu.com for more information on TXU.
Exelon Generation Company, LLC, is a subsidiary of Exelon Corporation, of
Chicago, which was formed in October 2000 by the merger of PECO Energy Company,
of Philadelphia, and Unicom Corporation, of Chicago. Exelon Generation consists
of three business units: Exelon Nuclear, which has 17 nuclear units in Illinois,
Pennsylvania and New Jersey, with a net generation capacity of approximately
17,000 megawatts; Exelon Power, which manages, operates and maintains the
company's coal, natural gas, oil, landfill gas and hydro fleet of generation
assets, consisting of 72 intermediate and peaking units in Pennsylvania and
Maryland, producing some 4,800 megawatts of net generating capacity, and Exelon
Power Team, Exelon's wholesale marketing and energy-based financial trading
operation, dealing on the company's generation assets and a portfolio of
long-term supply contracts and nationwide transmission rights, doing business in
all of the contiguous 48 states and in Canada and Mexico. In 2000, Exelon
Generation, headquartered in Kennett Square, Pa., had assets of $5.734 billion,
pre-tax income of $474 million on revenues of $3.93 billion, and approximately
9,000 employees.
(more)
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This release and other reports made by TXU Corp. contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Although TXU Corp. believe that in making any such statement
their expectations are based on reasonable assumptions, any such statement
involves uncertainties and is qualified in its entirety by reference to factors
contained in the Forward-Looking Statements section of Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
TXU Corp. 2000 Form 10-K, as well as general industry trends; implementation of
the 1999 Texas electric industry restructuring legislation and other
legislation; changes in business strategy or development plans; changes in, or
failure or inability to comply with, governmental regulations, including,
without limitation, environmental regulations; changes in tax laws; among
others, that could cause the actual restructuring or other results of TXU Corp.
to differ materially from those projected in such forward-looking statements.
"This release contains certain forward-looking statements of Exelon Corporation
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.
Economic, business, competitive and/or regulatory factors affecting Exelon's
businesses generally could cause actual results to differ materially from those
described herein. For a discussion of the factors that could cause actual
results to differ materially, please see Exelon's filings with the Securities
and Exchange Commission, particularly those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Outlook" in Exelon's 2000 Annual Report to Shareholders. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this release. Exelon 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 release."
Subscribe to TXU's e-mail list to automatically receive the latest news releases
at www.txu.com/us/newsroom
News Media:
TXU contacts:
Rand LaVonn Carol Peters
214-812-3675 214-812-5924
rlavonn1@txu.com cpeters@txu.com
Investor Relations:
David Anderson Tim Hogan
214/912-4641 214/812-2756
danderson@txu.com thogan@txu.com
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Exelon contacts:
Mary Rucci Ben Armstrong
610-765-6925 610-765-6914
mary.rucci@exeloncorp.com benjamin.armstrong@exeloncorp.com
Investor Relations:
Linda Byus Eunice Collins
312-394-7696 312-394-8354
linda.byus@exeloncorp.com eunice.collins@exeloncorp.com
********************************************************************************
***
*** MEDIA AVAILABILITY
***
*** WHAT: Availability to interview officials on the sale
*** WHO: TXU & Exelon Officials
*** WHEN: 9:30 AM to 11:00 AM, Thursday Dec. 20th
*** WHERE: TXU Headquarters
*** 1601 Bryan (at Ervay)
*** Dallas, TX (Mapsco 45K)
*** MORE INFO - An on-line media kit is available at www.txu.com/ and
*** www.exeloncorp.com
***
*** TELEVISION - B-ROLL is available - call 214.812.3675
***
**************************************************************************
**************************************************************************
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Exhibit 99.2
[Exelon Logo]
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TXU Acquisition Highlights
Overview
o TXU and Exelon Generation have reached agreement whereby Exelon will
acquire Mountain Creek and Handley Generation Stations.
o Closing is contingent on the necessary regulatory approvals and is
anticipated in the First Quarter, 2002.
o The agreement also calls for a tolling agreement under which TXU will toll
100% of Mountain Creek's and Handley's capacity during the months of May
through September 2002-2006 at a fixed capacity charge and reimbursement
for variable costs of generation.
o Under the agreement, the TXU employees at these sites will become employees
of Exelon Generation.
About The Plant:
o Approximately 2,300 MW's
o Located within the transmission constrained Dallas/Fort Worth region of
ERCOT
o Gas fired steam turbine generation
Terms of the Sale:
o Acquisition Price:
-----------------
* $443 million
* Acquisition costs includes all fuel and consumables inventory as
well as all spare parts.
o Target Closing Date:
-------------------
* Target date: February/March 2002
Financial Benefits:
o Five year tolling agreement provides Exelon with revenue assurance.
Commodity risk (gas and electricity) remains with TXU while Exelon assumes
the operational risks of the units. The tolling agreement also keeps Exelon
whole on a revenue basis for reductions in capacity at these stations to
comply with changing environmental regulations.
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o Based on Exelon due diligence, we believe there is an opportunity to
replace some of the smaller and older units at Handley and Mountain Creek
with more efficient combined cycle or peaking plants. While the ERCOT
region is, in general, being oversupplied, the Dallas/Fort Worth metroplex
is the largest importer of power in the U.S. Dallas/Fort Worth is growing
at approximately 500 MW's per year. This is about the same amount of growth
as all of PJM.
o Exelon anticipates that this transaction will increase annual EPS by about
10 cents per year based on a 100% cash funding assumption.
Contact: Linda Byus, CFA
312.394.7696
"This document contains certain forward-looking statements of Exelon Corporation
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.
Economic, business, competitive and/or regulatory factors affecting Exelon's
businesses generally could cause actual results to differ materially from those
described herein. For a discussion of the factors that could cause actual
results to differ materially, please see Exelon's filings with the Securities
and Exchange Commission, particularly those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Outlook" in Exelon's 2000 Annual Report to Shareholders. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this release. Exelon 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 release."