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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
June 18, 2003
(Date of earliest
event reported)
Exhibit 99
[Exelon Logo]
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Exelon Corporation www.exeloncorp.com
P.O. Box 805379
Chicago, IL 60680-5379
June 18, 2003
Note to Exelon's Financial Community:
Exelon Corporation Announces Agreement to Sell its Subsidiary, InfraSource, to
GFI Energy Ventures LLC and Oaktree Capital Management LLC
On June 18, Exelon Enterprises Company, LLC, parent company of InfraSource, Inc.
announced that it has entered into an agreement to sell the electric
construction and services, underground and telecom businesses of InfraSource to
GFI Energy Ventures LLC and Oaktree Capital Management LLC. InfraSource
(formerly Exelon Infrastructure Services) is an industry leader providing
transmission and distribution infrastructure services to electric, gas,
telecommunications and cable utilities, in addition to the industrial market.
The InfraSource companies being divested are MJ Electric, InfraSource
Underground Services, Electric Services, Inc., Dashiell and Dacon Corporation,
Blair Park Services, Inc./Sunesys Inc. and RJE Telecom.
The sale price is $250 million of cash and a $30 million subordinated note
maturing with interest in 2011. The interest rate on the note is 8% annually if
paid in cash and 10% if paid in kind. The book value of the assets being sold is
about $280 million. After valuing the note, recognition of transaction costs and
minority interest, Exelon will record an approximate $30 million, $0.10 per
share, loss as a fair market value adjustment to "assets held for sale" in the
second quarter. The transaction requires various regulatory approvals, including
the regulatory commissions in Pennsylvania, Delaware, New Jersey, Virginia and
Washington, DC and expiration of the Hart Scott Rodino waiting period, and is
expected to close in about four months. At closing, Exelon will receive about
$240 million of cash proceeds representing its 95% ownership. The remaining 5%
is owned by a number of minority shareholders.
If the sale closes by the end of the third quarter of 2003, operating earnings
could be reduced by about $0.02 per share. Exelon's full year operating earnings
are expected to fall within a range of $4.80 to $5.00 per share. The earnings
guidance is based on the assumption of normal weather for the last three
quarters 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 and the $0.40 per
share charge for the impairment of our Sithe Energies
investment. Operating earnings guidance also excludes the anticipated $0.10 per
share second quarter loss resulting from the fair market value adjustment
related to the InfraSource sale.
For additional information please contact me at (312) 394-7696 or Marybeth
Flater at (312) 394-8354.
Sincerely,
Linda C. Byus, CFA
VP of Investor Relations
================================================================================
Except for the historical information contained herein, certain of the matters
discussed in this news release 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 discussed herein as well as those discussed in Exelon
Corporation's 2002 Annual Report on Form10-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 press
release. 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 press release.
###
Exelon Corporation is one of the nation's largest electric utilities with
approximately 5 million customers and $15 billion in annual revenues. The
company has one of the industry's largest portfolios of electricity generation
capacity, with a nationwide reach and strong positions in the Midwest and
Mid-Atlantic. Exelon distributes electricity to approximately 5 million
customers in Illinois and Pennsylvania and gas to more than 440,000 customers in
the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE
under the ticker EXC.