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
January 28, 2004
(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) 765-6900
Item 5. Other Events
On January 29, 2004, Exelon Corporation (Exelon) issued a press release
announcing the election of Honorable Nelson A. Diaz to the board of directors. A
copy of the press release is attached as Exhibit 99.
Mr. Diaz will fill the vacancy created by the resignation of Richard Glanton,
who was appointed to the position of Senior Vice President-Corporate Development
of Exelon in 2003.
Item 9. Regulation FD Disclosure
As previously announced, on January 28, 2004 Exelon conducted its Fourth Quarter
2003 Earnings Conference Call. The call was open to all on a listen-only basis
and was audio web-cast. Telephone replays will be available through February 13,
2004. The U.S. call-in number is 877-519-4471 and the international call-in
number is 973-341-3080. The confirmation code number is 4396478.
In addition, the call will be archived on Exelon's web site, www.exeloncorp.com;
please select the Investor Relations page.
During the call, management reviewed Exelon's Earnings Release for the quarter
and year ended December 31, 2003, which was furnished to the SEC on Form 8-K on
January 28, 2004. Clarification of other matters management discussed includes:
1. Key assumptions in Exelon's 2004 earnings guidance, including:
o Nuclear capacity factor: 93.5% - about flat with 2003
o Volume retention at PECO Energy Company (PECO): 87% - down from
91% in 2003
o Volume retention at Commonwealth Edison Company (ComEd): 75% -
down from 80% in 2003
o Delivery growth at PECO and ComEd: 1.4% and 1.2%, respectively
o Effective income tax rate: 30.5% based on GAAP results
2. Exelon estimates that its net cash inflows from ongoing operations from
2004 through 2006 will approximate $1.0 to $1.3 billion. In addition to
this net cash inflow from ongoing operations, over the next three years
(2004 through 2006), Exelon anticipates:
o Approximately $180 million of positive cash flows associated with
the transition out of its ownership interest in Boston
Generating, LLC;
o Approximately $225 million of cash inflows associated with the
eventual transition out of its ownership interest in Sithe
Energies, Inc.;
o Approximately $200 million of cash inflows from the eventual
disposition of certain businesses of Exelon Enterprises Company,
LLC (Enterprises); and
o Up to $120 million of cash inflows from Exelon's existing
investment in synthetic fuel producing facilities.
Also, for the two-year period of 2007 and 2008, Exelon anticipates
total cash inflows of up to $120 million from its existing investment
in synthetic fuel producing facilities.
3. Exelon estimates that its investment in synthetic fuel producing
facilities will have a favorable impact on 2004 earnings per average
diluted common share of $0.17 per share.
4. The book value of the Enterprises' assets to be sold or disposed of
which are not already contracted for sale was approximately $165
million at December 31, 2003.
*****
This combined Form 8-K is being filed separately by Exelon, ComEd, PECO 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
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
February 10, 2004
Exhibit 99
News Release
From: Exelon FOR IMMEDIATE RELEASE
Corporate Communications January 29, 2004
P.O. Box 805379 Chicago, IL 60680-5379
Contact: Linda Marsicano, 312.394.3099
EXELON CORPORATION ELECTS NELSON A. DIAZ TO BOARD OF DIRECTORS
Chicago (January 29, 2004) - The Honorable Nelson A. Diaz, formerly serving the
City of Philadelphia as its City Solicitor, was elected to the board of
directors of Exelon Corporation on January 27, 2004.
Exelon (EXC), headquartered in Chicago, is the $16 billion parent of PECO
Energy, the Philadelphia-based electric and natural gas utility, and
Commonwealth Edison, the Chicago electric utility. Exelon is one of the nation's
leading energy service companies, with the largest utility retail customer base,
one of the largest power generation portfolios, and a premier wholesale energy
trading operation in the U.S.
Exelon Chairman and CEO John W. Rowe said, "Nelson Diaz brings tremendous
experience and additional diversity to our board, and he will be a great
addition to an already superb group of directors."
Mr. Diaz served as City Solicitor for the City of Philadelphia from December
2001 until he resigned from that position in January 2004. He previously was a
partner with the law firm Blank Rome Comisky & McCauley LLP, where he served in
the litigation and government relations departments from February 1997 to
December 2001. He also served as General Counsel for the United States
Department of Housing and Urban Development under President Clinton, and has
many years of experience as a judge, as a lecturer at Temple University School
of Law, and in private law practice.
Mr. Diaz received his law degree from the Temple University Law School in 1972
and was awarded Honorary Doctor of Public Service in 1990.
Mr. Diaz is active with industry, business and community organizations and has
received many national awards. He is on the boards of directors of Temple
University, the U.S. Hispanic Leadership Institute, the Philadelphia Museum of
Art, the National Association for Hispanic Elderly, and the Pennsylvania
Convention Center. He is a member of several local, state and national bar
associations and serves on the Pennsylvania Supreme Court's Committee on Racial
and Gender Bias.
###
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.
