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
March 5, 2002
(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) 394-4321
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
Item 9. Regulation FD Disclosure
On March 5, 2002, John W. Rowe, President and Co-CEO of Exelon Corporation, made
a presentation to investors at the Morgan Stanley Global Electricity & Energy
Conference in New York City. Attached as an exhibit to this Current Report on
Form 8-K are the slides used in Mr. Rowe's presentation. In addition, the
following materials were made available to investors attending the conference:
1. An Exelon executive management organizational chart (attached hereto as
Exhibit 99.2);
2. An Exelon EPS estimate identifying assumptions and sensitivities
(previously filed as Exhibit 99.2 to Exelon's February 13, 2002 Form 8-K
concerning materials distributed at the UBS Warburg Energy and Utilities
Conference);
3. A list of Exelon-owned generation assets (attached hereto as Exhibit 99.3);
4. A list of Exelon's major long-term generation contracts and a list of
AmerGen generation assets in which Exelon has 50% ownership (attached
hereto as Exhibit 99.4);
5. A list of Sithe assets (attached hereto as Exhibit 99.5); and
6. Materials on Regulatory Initiatives in Illinois (previously included as
Exhibit 99.5 to Exelon's Current Report on Form 8-K filed on February 13,
2002, concerning materials distributed at the UBS Warburg Energy and
Utilities Conference).
This report 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. 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. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
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 report.
EXHIBIT INDEX
Exhibit
Number Description
99.1 Slides used in Mr. Rowe's presentation.
99.2 Exelon executive management organizational chart.
99.3 A list of Exelon-owned generation assets.
99.4 A list of Exelon's major long-term generation contracts and a list of
AmerGen generation assets in which Exelon has 50% ownership.
99.5 A list of Sithe assets.
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
/S/ Ruth Ann M. Gillis
-----------------------------------
Ruth Ann M. Gillis
Principal Financial Officer
March 5, 2002
Exhibit 99.1
NYSE:EXC
Exelon Corporation
A Measure of Our Strengths
John W. Rowe
President
Morgan Stanley Global Electricity & Energy Conference, New York City
March 5, 2002
[logo for Exelon]
Forward-Looking Statements
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. 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. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
presentation. 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 presentation.
[logo for Exelon]
Exelon's Integrated Business Portfolio
Portfolio includes mix of energy-related businesses.
o 40,000+ MW supply portfolio balanced by fuel type, dispatch flexibility
and geography
o Retail base of about 5 million customers in 2 major metropolitan areas
of the U.S.
o High performance culture across business units
o Management skills to shape the evolution of regulatory and industry
structures
[logo for Exelon]
Balanced Supply Portfolio
Energy supply portfolio totals more than 40,000 MWs.
Portfolio profiles (estimates):
o Fuel mix: 36% nuclear, 20% coal, 4% hydro, and 40% gas/oil
o Geographic mix: 60% in MAIN, 26% in PJM, and the balance in 6 different
regions
o Dispatch mix: 55% base load, 15% intermediate and 30% peaking
o Ownership mix: 50% owned and 50% contracted
Note: Data includes owned and contracted generation.
[logo for Exelon]
Diverse Retail Customer Base
Serve approximately 5 million customers in 2 major metropolitan areas of the
U.S.
o ComEd customers
- 3.5 million electric customers in an 11,300 square-mile service
area with an estimated population of about 8 million including
the City of Chicago
o PECO customers
- 1.5 million electric customers in a nearly 2,000 square-mile
service area with a population of about 3.6 million including the
City of Philadelphia
- 425,000 natural gas customers in a nearly 1,500 square-mile
service area with a population of about 1.9 million in
southeastern Pennsylvania
[logo for Exelon]
High Performance Culture
Operating expertise extends across all business units.
o Delivery: Reasonable return and robust cash flow with improving key
performance measures
o Nuclear: Reduced all-in cost to 2.04 cents per kWh and achieved 94.4%
capacity factor in 2001
o Fossil: Profitable and efficient with 97% on-time delivery and 94.4%
dispatch availability in 2001
o Power Team: Effective hedging and active management of supply portfolio
[logo for Exelon]
Effective Management Skills
Management shaping the evolution of regulatory and industry structures.
o PECO transition: Recovery of stranded costs under a rate cap through
2010
o ComEd transition: Recovery of transition costs through 2006 with a rate
freeze through 2004
o POLR initiative: Shaping the appropriate development of supply
competition
o FERC activities: Promoting practical RTO standards and broader market
power test
[logo for Exelon]
2001 Successes
o Created powerful new company
o Focused on operating excellence
o Achieved merger synergies
o Recorded 15% EPS growth
o Demonstrated balance sheet strength
[logo for Exelon]
2002 Opportunities
o Federal and State regulatory initiatives
o Optimize supply portfolio
o Company-wide cost management initiative
o Growth through disciplined investment
o Optimize value of Exelon Enterprises portfolio
[logo for Exelon]
Enterprises Portfolio Optimization
o Announced sale of 49% interest in AT&T Wireless joint venture for $285
million in cash
o Anticipate transaction to close in the first half of 2002
o Expect to record after-tax gain of about $120 million or $0.37/share
o Consistent with strategy to optimize portfolio value
[logo for Exelon]
2002 Expectations
Our integrated businesses support:
o A strong balance sheet
o Robust cash flow
o Risk management opportunities
o Maximization of asset value
o A low-cost generation position
[logo for Exelon]
Exhibit 99.2
EXELON [LOGO]
EXELON EXECUTIVE MANAGEMENT
-------------------
John W. Rowe
Exelon Corporation
|
|
|
|
|
------------------------------------------------------------|-------------------------------------
| | | |
| | | |
- ---------------- ------------------- | ------------------------
Ian McLean Pamela B. Strobel | Oliver D. Kingsley, Jr.
SVP, Exelon Vice Chair & CEO | EVP, Exelon Corporation;
Corporation; Exelon Energy | CEO & President
President, Power Delivery | Exelon Generation
Team Exelon | | |
Generation | | ---------------|----------------
| | | | |
| | -------------------- | ----------------------
| | Honorio J. Padron | George H. Gilmore
| | SVP, Exelon | SVP, Exelon
| | Corporation; President, | Corporation; President,
----------------------------------------------- | Business Services | Exelon Enterprises
| | | | |
| | | | |
- ------------------- ---------------- --------------- | |
Kenneth G. Lawrence Frank M. Clark David R. Helwig | |
President & COO, SVP, Exelon EVP, ComEd | |
Exelon Energy Energy Delivery; Operations | ---------------------|----------------
Delivery; President, ComEd | | | |
President, PECO | ---------------- --------------- -------------------
| Gerald R. Rainey John L. Skolds Christine A. Jacobs
| SVP, Sithe SVP, Exelon SVP, Exelon
| Energies Inc. Generation; Generation;
| President & CNO President, Exelon
| Exelon Nuclear Power
|
| Note: Oliver D. Kingsley, Jr. will also be responsible
| for the management of the Pebble Bed Modular
| Reactor (PBMR) Project.
|
|
|
|
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| | | | | |
| | | | | |
- ------------------ --------------------- ------------------ ----------------- ---------------- ------------------
Elizabeth A. Moler Randall E. Mehrberg Ruth Ann M. Gillis S. Gary Snodgrass David W. Woods Paul E. Haviland
SVP, Governmental SVP & General Counsel SVP & CFO SVP & Chief Human SVP, Exelon VP, Corporate
Affairs & Public Exelon Corporation Exelon Corporation Resources Officer, Corporation; SVP, Development
Policy, Exelon Exelon Corporation Communications & |
Corporation Public Affairs, |
Exelon Generation |
|
|
|
------------------
Charles P. Lewis
VP, Strategy &
Development
Exhibit 99.3
Owned Generation Assets
The following table sets forth at May 31, 2001 the net generation capacity of,
and other information about, the stations that we own directly:
Net
Fuel/Technology Generation
- --------------- No of % Primary Dispatch Capacity
Station Location Units Owned (1) Fuel Type Type MW (2)
------- -------- ----- --------- --------- ------- -------
Nuclear (3)
Braidwood Braidwood, IL 2 Uranium Base-load 2,308
Byron Byron, IL 2 Uranium Base-load 2,304
Dresden Morris, IL 2 Uranium Base-load 1,592
LaSalle Country Seneca, IL 2 Uranium Base-load 2,291
Limerick Limerick Twp., PA 2 Uranium Base-load 2,312
Peach Bottom Peach Bottom Twp., PA 2 46.245 Uranium Base-load 1,028
Quad Cities Cordova, IL 2 75.00 Uranium Base-load 1,172
Salem Hancock's Bridge, NJ 2 42.59 Uranium Base-load 942
Fossil
(Steam Turbines)
Cromby 1 Phoenixville, PA 1 Coal Base-load 144
Cromby 2 Phoenixville, PA 1 Oil Intermediate 201
Delaware Philadelphia, PA 2 Oil Peaking 250
Eddystone 1, 2 Eddystone, PA 2 Coal Base-load 581
Eddystone 3, 4 Eddystone, PA 2 Oil Intermediate 760
Schuylkill Philadelphia, PA 1 Oil Peaking 166
Conemaugh New Florence, PA 2 20.72 Coal Base-load 352
Keystone Shelocta, PA 2 20.99 Coal Base-load 357
Fairless Hills Falls Twp., PA 2 Landfill Gas Peaking 60
Fossil
(Combustion
Turbines)
Chester Chester, PA 3 Oil Peaking 39
Croydon Bristol Twp., PA 8 Oil Peaking 380
Delaware Philadelphia, PA 4 Oil Peaking 56
Eddystone Eddystone, PA 4 Oil Peaking 60
Falls Falls Twp., PA 3 Oil Peaking 51
Moser Lower Pottsgrove Twp., PA 3 Oil Peaking 51
Pennsbury Falls Twp., PA 2 Landfill Gas Peaking 6
Richmond Philadelphia, PA 2 Oil Peaking 96
Schuylkill Philadelphia, PA 2 Oil Peaking 30
Southwark Philadelphia, PA 4 Oil Peaking 52
Salem Hancock's Bridge, NJ 1 42.59 Oil Peaking 16
Fossil
(Internal
Combustion)
Cromby Phoenixville, PA 1 Oil Peaking 3
Delaware Philadelphia, PA 1 Oil Peaking 3
Schuylkill Philadelphia, PA 1 Oil Peaking 3
Conemaugh New Florence, PA 4 20.72 Oil Peaking 2
Keystone Shelocta, PA 4 20.99 Oil Peaking 2
Hydroelectric
Conowingo Harford Co., MD 11 Hydro Base-load 512
Pumped Storage
Muddy Run Lancaster Co., PA 8 Hydro Intermediate 977
---- --------
Total 97 19,159
- -------------------------
(1) 100%, unless otherwise indicated.
(2) For nuclear stations, capacity reflects the annual mean rating. All other
stations reflect a summer rating.
(3) All nuclear stations are boiling water reactors except Braidwood, Byron and
Salem, which are pressurized water reactors.
We operate all of the facilities except for Salem, which is operated by PSEG
Nuclear LLC, Keystone and Conemaugh, which are operated by Reliant Energy.
Exhibit 99.4
Major Long-Term Contracts
Seller Location Capacity (MW) Expiration
Midwest Generation, LLC . . . . . . . . . Various in Illinois 9,460 2004
Kincaid Generation, LLC . . . . . . . . . .Kincaid, Illinois 1,108 2012
Tenaska Georgia Partners, LP . . . . . . . Franklin, Georgia 900 2029
Tenaska Frontier, Ltd . . . . . . . . . . .Shiro, Texas 830 2020
Others . . . . . . . . . . . . . . . . . . Various 3,715 2002 to 2022
-------
Total 16,013
- -------------------------
Excludes contracts under 500 MWs. These contracts total approx. 1,000 MWs.
- ------------------------------------------------------------------------------
AmerGen Generation Assets
The following table includes the net generation capacity of, and other
information about, the stations that we own through AmerGen at January 1, 2002:
Generation Net
No of Primary Dispatch Capacity
Fuel/Technology Station Location Units Fuel Type Type MW (1)
- --------------- ------- -------- ----- ------- ---------- --------
Nuclear (2)
Clinton Clinton, IL 1 Uranium Base-load 933
Oyster Creek Lacey Twp., NJ 1 Uranium Base-load 630
Three Mile Island Unit No.1 Harrisburg, PA 1 Uranium Base-load 835
---
Total 3 2,398
Exelon 50% ownership 1,199
- -------------------------
(1) Capacity reflects the annual mean rating.
(2) Clinton and Oyster Creek are boiling water reactors, while TMI is a
pressurized water reactor.
Sithe Assets
Operating MAAC NPCC/C WSCC Other Total
Mystic 1 11 11
Mystic 4 135 135
Mystic 5 135 135
Mystic 6 138 138
Mystic 7 565 565
New Boston 1 350 350
New Boston 2 350 350
New Boston 3 20 20
Wyman 4 36 36
West Medway 1 60 60
West Medway 2 60 60
West Medway 3 57 57
Framingham 1 11 11
Framingham 2 11 11
Framingham 3 12 12
Fore River 1 12 12
Fore River 2 12 12
Batavia 50 50
Massena 66 66
Ogdensburg 71 71
Sterling 56 56
Independence 1,042 1042
Cardinal 152 152
TEG II 115 115
Kenilworth 26 26
Greeley 72 72
Oxnard 48 48
Naval Station 45 45
North Island 37 37
NTC/MCRD 23 23
Bypass 10 10
Hazelton 9 9
Elk Creek 2 2
Rock Creek 4 4
Montgomery Creek 3 3
Total Operating 26 3,412 252 115 3,805
In Development MAAC NPCC/C WSCC Other Total
Heritage 800 800
Brampton 800 800
Mississauga 800 800
TEG I 115 115
Mystic 8 800 800
Mystic 9 800 800
Fore River 3 800 800
Total in development - 4,800 - 115 4,915
MAAC NPCC/C WSCC Other Total
Total Generation 26 8,212 252 230 8,720