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
October 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
On October 3, 2003, Exelon Corporation (Exelon) announced that it will buy
British Energy's fifty percent interest in AmerGen Energy Co. LLC. The news
release is attached as Exhibit 99.
Exelon estimates that the transaction could provide about $0.10 per share of
incremental earnings in 2004. The $0.10 per share accretion is based on the
assumption of 50/50 equity and debt funding of the investment with the
transaction closing during the first quarter. The current 2004 operating
earnings guidance range of $5.15 and $5.45 per share does not include earnings
accretion related to this transaction. Exelon will update its 2004 earnings
guidance when it announces its third quarter earnings.
This combined Form 8-K is being filed separately by Exelon and Exelon Generation
Company, LLC (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 factors discussed herein, as well as the items 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 each of 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
October 3, 2003
EXELON [LOGO]
- --------------------------------------------------------------------------------
News Release
From: Exelon Corporation For Immediate Release
Corporate Communications ---------------------
P.O. Box 805379
Chicago, IL 60680-5379 October 3, 2003
Contact: Don Kirchoffner, 312.394.3001, Exelon Corporate
Craig Nesbit, 630.657. 4208, Exelon Nuclear
Linda Marsicano, 312.394.3099, Exelon Corporate
Ann Mary Carley, 630.657.3602, Exelon Nuclear
Exelon to Match FPL's $276.5-Million Offer for
AmerGen Purchase from British Energy
CHICAGO (October 3, 2003) -- Exelon Corporation announced today that it will buy
British Energy's 50-percent interest in AmerGen Energy Co. LLC for $276.5
million, giving Exelon sole ownership of AmerGen and its three nuclear plants.
The amount matches the offer by FPL Energy, which announced Sept. 11 that it
intended to buy British Energy's share of AmerGen. Under the AmerGen agreement
between Exelon and British Energy, either can exercise a "right of first
refusal" by matching any bona fide third-party offer agreed to by the other
partner.
AmerGen owns the Clinton Power Station in central Illinois, Three Mile Island
Unit 1 near Harrisburg, Pa., and the Oyster Creek Generating Station on the New
Jersey shore. The three stations represent about 2,500 megawatts of generating
capacity.
"We're delighted to bring AmerGen and Clinton, Oyster Creek and TMI-1 completely
inside the Exelon family," said Exelon Chairman and CEO John Rowe. "We were
satisfied in our relationship with British Energy, but if we had to make a
change, this was the best possible outcome."
Exelon's decision to purchase British Energy's interest ends a yearlong effort
that began in September 2002 with an announcement that both companies intended
to explore the possible sale of AmerGen. Exelon withdrew from the exploratory
sale in March 2003 because bids received for AmerGen were insufficient, but
British Energy continued to look for a buyer for its one-half interest.
Exelon Nuclear President and CNO Jack Skolds, who is also Chairman of AmerGen,
said the three single-unit sites are already operationally integrated with
Exelon Nuclear and will continue their record of safe and reliable operation.
AmerGen is the NRC licensee for the three units.
"We've made extensive improvements at all three plants since their purchase by
AmerGen," Skolds said. "Our commitment is to ensure the safety and efficiency of
these plants, and we will continue to improve our overall performance."
Exelon currently owns a half-share in AmerGen. The purchase will increase
Exelon's "owned" nuclear generation capacity by about 1,250 megawatts, to more
than 16,000 megawatts. Exelon's overall "managed" nuclear generation will remain
at 17,800 megawatts because Exelon already manages the three AmerGen plants and
includes them as a part of the Exelon fleet.
Exelon believes the AmerGen sites have significant long-term value.
License-extension studies are under way at Three Mile Island Unit 1 and Oyster
Creek. On Sept. 25, Exelon submitted an Early Site Permit application to the
U.S. Nuclear Regulatory Commission identifying the Clinton property as a
candidate for future nuclear construction should the company ever decide to
build a new nuclear plant.
The AmerGen sale is expected to be completed in the first half of 2004.
When the transaction is complete, Exelon will fully own eight of the 10 nuclear
stations it operates. The company will continue to share ownership of two
stations - Peach Bottom Atomic Power Station in Pennsylvania (with PSE&G owning
50 percent) and Quad Cities Generating Station in Illinois (with Mid-American
Energy owning 25 percent). Exelon also owns 50 percent the Salem Nuclear Power
Station in New Jersey, which is operated by PSE&G.
###
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 factors discussed herein as well as the items 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
each of 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 more than $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. The company also has holdings in such competitive
businesses as energy, infrastructure services, energy services and
telecommunications. Exelon is headquartered in Chicago and trades on the NYSE
under the ticker EXC.
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