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 26, 2003
(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) 765-8200
Item 9. Regulation FD Disclosure
On March 26, 2003, J. Barry Mitchell, SVP & Treasurer, met with investors and
presented the information in Exhibit 99.1.
This combined Form 8-K is being filed separately by Exelon Corporation,
Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company,
LLC (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.
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 factors discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Business Outlook and
the Challenges in Managing Our Business" in Exelon's 2002 Annual Report included
in current report on Form 8-K filed on 2/21/03, those discussed in "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Exelon Generation Company's Registration Statement on
Form S-4, Reg. No. 333-85496, those discussed in "Risk Factors" in PECO Energy
Company's Registration Statement on Form S-3, Reg. No. 333-99361, and those
discussed in "Risk Factors" in Commonwealth Edison Company's Registration
Statement on Form S-3, Reg. No. 333-99363. 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.
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
March 26, 2003
EXHIBIT 99.1
Slide 1
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[Exelon logo]
Exelon Corporation
A Measure of Our Strength
J. Barry Mitchell
SVP & Treasurer
Banc One Capital Markets Fixed Income Utilities Conference, Chicago, IL
March 26, 2003
Slide 2
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[Exelon logo]
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
2002 Annual Report and those discussed in "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Exelon Generation Company, LLC's Registration Statement on Form S-4, Reg. No.
333-85496. 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.
Slide 3
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[Exelon logo]
One Company, One Vision
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....
- -LIVE UP TO OUR COMMITMENTS
- -PERFORM AT WORLD-CLASS LEVELS
- -INVEST IN OUR CONSOLIDATING INDUSTRY
Slide 4
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[Exelon logo]
What Is Exelon?
- ---------------------------------- ----------------------- --------------------
U.S. Electric
Exelon Companies
- ---------------------------------- ----------------------- --------------------
Retail Electric Customers 5.1 million 1st
- ---------------------------------- ----------------------- --------------------
Nuclear Capacity 16,000 MWs* 1st
- ---------------------------------- ----------------------- --------------------
U.S. Capacity Resources 43,000 MWs** Among largest
- ---------------------------------- ----------------------- --------------------
Revenues $15.0 billion 2nd
- ---------------------------------- ----------------------- --------------------
Net Income $1.4 billion 1st
- ---------------------------------- ----------------------- --------------------
Market Cap (as of 3/6/03) $16.0 billion 3rd
- ---------------------------------- ----------------------- --------------------
*Includes AmerGen investment.
**Includes AmerGen and Sithe investments.
Slide 5
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[Exelon logo]
Overview of Exelon Corporation
o Integrated business strategy
o Successfully restructured utilities
o Substantial low-cost generation fleet
o Building national presence
o Strong, stable cash flows
o Continued focus on cost reduction
o Critical mass in customers and megawatts
o Commitment to solid investment-grade ratings
Slide 6
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[Exelon logo]
Three Core Businesses
Exelon Corporation
________________________|__________________
| |
Exelon Energy Delivery Exelon Ventures
| |
________________________ ________________________
| | | |
PECO Energy ComEd Exelon Generation Exelon
Enterprises Enterprises
Electric and Gas Distribution Generation
Power Marketing (Infrastructure
services,
communications,
retail energy sales,
energy services
Regulated Unregulated
Slide 7
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[Exelon logo]
Solid Financial Profile
Exelon Benefits from a Diversified Cash Stream
Exelon Corporation (BBB+/Baa2/BBB+)
________________________|________________________
| | |
PECO Energy (A/A2/A) ComEd (A-/A3/A-) Exelon Generation (A-/Baa1/BBB+)
Historical and prospective commitment to solid credit quality
Note: PECO Energy and ComEd ratings are for senior secured debt.
Slide 8
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[Exelon logo]
Earnings per Share
o 2002
o Guidance = $4.45 - $4.85
o Actual operating earnings = $4.83
o 2003
o Guidance = $4.80 - $5.00
Slide 9
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[Exelon logo]
EED Companies: ComEd and PECO
oStable, reliable cash flows
oSuccessful utility restructuring
oIncreased cost savings
oFull-requirements contracts
oImproved operating performance
Slide 10
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[Exelon logo]
Exelon Generation
o Exelon Nuclear, Exelon Power, Exelon Power Team
o World-class nuclear operation
o 92.7% capacity factor for 2002
o Average refueling outage = 22 days
o Low-cost nuclear provider - 2 cents/kWh all-in cost "goal"
o Physical power marketing
o Full-requirements contracts
Slide 11
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[Exelon logo]
Current Issues
o Ability to absorb increased pension contributions
o ComEd - far-reaching regulatory agreement
o Continued savings - The Exelon Way
oCash flow emphasis
o Sithe restructuring
o M&A outlook
Slide 12
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[Exelon logo]
Our Vision = Value Creation
o Capitalize on strengths
o Focus on fundamentals and discipline
o Committed to performance
Slide 13
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[Exelon logo]
Q & A