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 29, 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
Item 5. Other Events
1. Sale of Businesses within Enterprises Segment.
On June 29, 2004, Exelon Corporation (Exelon) announced that it closed
the sale of Exelon Solutions, a unit of Exelon Services, to Ameresco, Inc. The
news release is attached to this Form 8-K as Exhibit 99.
On June 30, 2004, Exelon announced that it had sold its partnership
interests in PECO TelCove to TelCove, its partner, for $49 million. The sale
price covers Exelon's interests in the partnership, certain fiber network assets
and the settlement of existing claims between the parties. PECO TelCove is a
Competitive Local Exchange Carrier operating in Southeastern Pennsylvania. It
provides telecommunications services (local, long distance and data services) to
businesses and institutions through its own fiber network.
On July 2, 2004, Exelon announced that it had closed the sale of
Thermal Chicago Corporation, which includes Exelon Thermal Technologies and
Northwind Midway, to Macquarie Bank Limited of Australia for $134 million.
Exelon Thermal Technologies provides chilled-water cooling services to 93
commercial buildings in the city of Chicago, via an underground network of
pipes. Its affiliate, Northwind Midway, operates a heating and cooling plant at
Midway Airport.
2. Synthetic Fuel Investment.
On July 1, 2004, Exelon purchased a limited partnership interest which
owns synthetic fuel-producing facilities. Synthetic fuel facilities chemically
change coal, including waste and marginal coal, into a fuel used at power plants
that qualifies for tax credits under Section 29 of the Internal Revenue Code.
For the period 2004 through 2008, the investment is expected to provide total
net cash flow of approximately $36 million. The cash flow stream is not
levelized over that four-year period. The expected net income impact from the
investment in 2004 is expected to be $4.5 million. For the period 2005 through
2007, the net income impact is estimated to be $10.5 million each year.
***
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' 2003 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' 2003 Annual
Report on Form 10-K - ITEM 8. Financial Statements and Supplementary Data:
Exelon - Note 19, ComEd - Note 15, PECO - Note 14 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
July 9, 2004
EXELON
[LOGO OMITTED]
- --------------------------------------------------------------------------------
Exhibit 99
News Release
From: Exelon Corporation For Immediate Release
Corporate Communications ---------------------
P.O. Box 805379
Chicago, IL 60680-5379
Contact: Jennifer Medley, Media Relations
312.394.7189
Marybeth Flater, Investor Relations
312.394.8354
Exelon Corporation Closes Sale of Exelon Solutions
CHICAGO (June 29, 2004) - Exelon Corporation announced today that it has closed
the sale of Exelon Solutions, a unit of Exelon Services, to Ameresco, Inc.
Exelon Solutions helps clients improve facility assets while reducing long-term
costs.
Exelon will realize an after-tax gain of approximately $7 million as a result of
the sale.
"The divestiture of Exelon Solutions supports Exelon's strategy of focusing on
our core integrated utility business," said George Gilmore, senior vice
president of Exelon and president of Exelon Enterprises. "We are pleased to be
able to sell Solutions to an industry leader that will help the business capture
many growth opportunities."
About Ameresco
With headquarters in Framingham, Massachusetts, Ameresco, Inc. is the largest
single-source provider of comprehensive energy solutions providing value-added
energy conservation and generation services in North America. Ameresco is
committed to developing renewable and sustainable energy generation solutions
worldwide.
###
Exelon Corporation is one of the nation's largest electric utilities with
approximately 5.1 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
5.1 million customers in northern Illinois and Pennsylvania and gas to more than
460,000 customers in the Philadelphia area. Exelon is headquartered in Chicago
and trades on the NYSE under the ticker EXC.
