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
July 3, 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
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
Item 5. Other Events.
As previously disclosed, Exelon Boston Generating, LLC (EBG), an indirect
subsidiary of Exelon Corporation (Exelon) and Exelon Generation Company, LLC
(Generation), has $1.1 billion of debt outstanding under a $1.25 billion credit
facility (EBG Facility). The EBG Facility was entered into primarily to finance
the construction of the Mystic 8 and 9 and Fore River generating units. The EBG
Facility requires that all of the projects achieve "Project Completion," as
defined in the EBG Facility (Project Completion), by June 12, 2003. On June 11,
2003, EBG negotiated an extension of the Project Completion date to July 11,
2003. Mystic 8 and 9 are in commercial operation, although construction has not
progressed to the point of Project Completion. Construction of Fore River is
substantially complete and the unit is currently undergoing testing. EBG does
not anticipate that the projects will achieve Project Completion by July 11,
2003. The EBG Facility is non-recourse to Exelon and Generation and an event of
default under the EBG Facility does not constitute an event of default under any
other debt instruments of Exelon or its subsidiaries.
The lenders under the EBG Facility and EBG have executed a letter agreement as a
result of which the lenders are precluded during the period July 11, 2003
through August 29, 2003 from exercising any remedies resulting from the failure
of all of the projects to achieve Project Completion. EBG does not anticipate
that the projects will achieve Project Completion by August 29, 2003. The
agreement provides that the lenders' obligation to make advances to EBG will
remain suspended during this period. EBG is continuing to monitor the projects
and to assess all of its options relating to the projects, and is continuing
discussions with the lenders. EBG cannot predict what actions may be taken prior
to August 29, 2003, or what action the lenders may take subsequent to August 29,
2003.
Generation's investment in EBG is approximately $700 million. Depending upon the
ultimate outcome, Generation may incur an impairment related to its investment
in EBG. Additionally, EBG has reclassified all borrowings under the EBG Facility
as current liabilities.
This combined Form 8-K is being filed separately by Exelon and 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 discussed herein, as well as those discussed in (a) the Registrants' 2002
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 Exelon, ComEd, PECO and Generation, (b)
the Registrants' 2002 Annual Report on Form 10-K - 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 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
EXELON GENERATION COMPANY, LLC
/S/ Robert S. Shapard
------------------------------------
Robert S. Shapard
Executive Vice President and
Chief Financial Officer
Exelon Corporation
July 10, 2003
