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
December 15, 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
Item 5. Other Events
On December 15, 2003 Exelon Corporation (Exelon), parent company of
Exelon Thermal Technologies, announced that it has entered into an agreement to
sell Exelon Thermal to Macquarie Bank Limited of Australia for $135 million
before considering the tax impacts on the gain on the sale, transaction costs
and the debt repayment. The transaction is expected to close during the first
quarter of 2004 and will result in an after-tax gain of approximately $20
million. The sale does not impact operating earnings guidance for 2004 that has
been previously disclosed. The estimated net cash proceeds will be approximately
$75 million and will be used for general corporate purposes. The news release is
attached to this report as Exhibit 99.
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
/s/ Robert S. Shapard
----------------------------------------------------
Robert S. Shapard
Executive Vice President and Chief Financial Officer
Exelon Corporation
December 18, 2003
Exhibit 99
EXELON
- --------------------------------------------------------------------------------
News Release
From: Exelon Corporation For Immediate Release
Corporate Communications ---------------------
P.O. Box 805379 December 15, 2003
Chicago, IL 60680-5379
Contact: Kellie Szabo, 312.394.3071
Exelon Corporation Announces Agreement to Sell Its Subsidiary, Exelon Thermal
Technologies to Macquarie Bank Limited of Australia
CHICAGO (December 15, 2003) - Exelon Corporation, parent company of Exelon
Thermal Technologies, announced today that it has entered into an agreement to
sell Exelon Thermal to Macquarie Bank Limited of Australia for $135 million.
Exelon Thermal is an industry leader providing environmental-friendly cooling
solutions to facilities located in Chicago.
"This divestiture supports Exelon's corporate strategy to focus on our core
integrated utility businesses," said George Gilmore, Senior Vice President of
Exelon and President of Exelon Enterprises. "Exelon also believes this
transaction is in the best interest of Exelon Thermal. The buyer's knowledge of
the industry and enthusiasm for Exelon Thermal will provide the company with the
support needed to achieve its growth objectives."
The Chicago-based energy assets provide primarily chilled water to customers
from centralized plants, via underground piping, for cooling purposes. Customers
are typically office buildings that engage in long-term contracts for these
services.
The Macquarie group is a global leader in infrastructure acquisition, funding
and management, and manages about $10 billion of funds invested in
infrastructure assets and businesses around the world including toll roads,
airports, communications, water, rail and power assets. The Macquarie group has
been active in the United States for more than a decade and has over 200
employees in offices in Chicago, Houston, Los Angeles, Memphis, New York, San
Diego, San Jose and Seattle.
Advisors to Exelon on this transaction included Dresdner Kleinwort Wasserstein
and the law firm of Winston & Strawn. The agreement is subject to customary
closing conditions and approval from the City of Chicago. The transaction is
expected to close first quarter 2004.
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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. Exelon is headquartered in Chicago and trades on the NYSE
under the ticker EXC.