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
April 2, 2008
Date of Report (Date of earliest event reported)
Commission File |
Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number |
IRS Employer | ||
1-16169 | EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398 |
23-2990190 | ||
333-85496 | EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959 |
23-3064219 | ||
1-1839 | COMMONWEALTH EDISON COMPANY (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321 |
36-0938600 | ||
000-16844 | PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000 |
23-0970240 | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01. | Regulation FD Disclosure. |
On April 2-3, 2008, Exelon Corporation (Exelon) will participate in the Morgan Stanley Global Electricity and Energy Conference and will reaffirm its adjusted (non-GAAP) operating earnings guidance ranges for 2008 at $4.00 to $4.40, $3.15 to $3.45, $0.35 to $0.40 and $0.55 to $0.60 per share for Exelon, Exelon Generation Company, LLC (Generation), Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO), respectively. Exelon will also reaffirm its GAAP earnings guidance range for 2008 at $3.70 to $4.10 per share for Exelon. Attached as Exhibit 99.1 to this Current Report on Form 8-K are the presentation slides to be used at the conference.
Section 9 Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Presentation slides |
* * * * *
This combined Form 8-K is being furnished separately by Exelon, Generation, ComEd and PECO (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
This Current Report includes 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 these forward-looking statements include those discussed herein as well as those discussed in (1) Exelons 2007 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 19; and (2) other factors discussed in filings with the Securities and Exchange Commission 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 Current 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 Current Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each 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/ Matthew F. Hilzinger |
Matthew F. Hilzinger |
Senior Vice President and Chief Financial Officer |
Exelon Corporation |
COMMONWEALTH EDISON COMPANY |
/s/ Robert K. McDonald |
Robert K. McDonald |
Senior Vice President, Chief Financial Officer, |
Treasurer and Chief Risk Officer |
Commonwealth Edison Company |
PECO ENERGY COMPANY |
/s/ Phillip S. Barnett |
Phillip S. Barnett |
Senior Vice President and Chief Financial Officer |
PECO Energy Company |
April 2, 2008
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Presentation slides |
Matthew F. Hilzinger Chief Financial Officer Morgan Stanley Global Electricity & Energy Conference April 3, 2008 Exhibit 99.1 |
2 Forward-Looking Statements This presentation includes 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 these forward-looking statements include those discussed herein as well as those discussed in (1) Exelons 2007 Annual Report on
Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations and
(c) ITEM 8. Financial Statements and Supplementary Data: Note 19; and (2)
other factors discussed in filings with the Securities and Exchange Commission by Exelon Corporation, Exelon Generation Company, LLC, Commonwealth Edison
Company, and PECO Energy Company (Companies). Readers are cautioned
not to place undue reliance on these forward-looking statements, which
apply only as of the date of this presentation. None of the Companies
undertakes any obligation to publicly release any revision to its forward- looking statements to reflect events or circumstances after the date of this
presentation. This presentation includes references to adjusted
(non-GAAP) operating earnings that exclude the impact of certain
factors. We believe that these adjusted operating earnings are representative of the underlying operational results of the Companies. Please refer to the appendix to the
presentation for a reconciliation of adjusted (non-GAAP) operating
earnings to GAAP earnings. |
3 Key Messages 2007 was exceptional financially and operationally Platform for continued strong performance in 2008 and beyond Substantial incremental cash flow and balance sheet capacity over next five years Executing on Value Return Policy Generation benefiting from continued improvements in market fundamentals ComEd progressing constructively on distribution case Fully engaged in Harrisburg discussion Poised to launch low-carbon strategy Well positioned for current economic environment |
4 Exelon Is Uniquely Positioned for Sustainable Value Creation 12/07 View PECO ExGen 2007 2011 ExGen ComEd Major Driver: End of below-market contract in PA 7.85 PJM W-Hub Implied Heat Rate (mmBtu/MWh) (2) 6.20 NI-Hub Implied Heat Rate (mmBtu/MWh) (2) 49.75 Coal (NAPP 3.0) ($/ton) 8.00 Henry Hub Gas Price ($/mmBtu) 2011 Assumptions Used for 12/07
Presentation ~$650M +/- 0.5 mmBtu/MWh ATC Heat Rate ~$500M ~$150M +/- $1/mmBtu Gas Price +/- $15/ton Coal Price (NAPP 3.0) (Pre -Tax Impact) 2011 Sensitivities - Current (3) (1) As published at Exelons 12/19/07 investor conference based upon 7/31/07
observable market prices. No assumption for carbon has been made for 2011. (2) Implied heat rate = Assumed ATC price ($/MWh) / Assumed Henry Hub Gas Price
($/mmBtu) (3) Sensitivities are derived by changing one assumption at a time
while holding all else constant. Due to correlation of the various assumptions, the pre-tax earnings impact calculated by aggregating individual sensitivities may not be equal to the pre-tax
earnings impact calculated when correlations between the various assumptions are also considered. Operating EPS Guidance: $4.15 $4.30 |
5 5 5.5 6 6.5 7 7.5 8 8.5 9 2008 2009 2010 2011 2012 45 50 55 60 65 70 75 80 85 90 2008 2009 2010 2011 2012 Positively Exposed to Market Dynamics 7 7.5 8 8.5 9 9.5 10 2008 2009 2010 2011 2012 Henry Hub Gas Price Coal Prices 2011 Capacity Prices As of 3/27/08 12/07 Investor Conference 12/07 Investor Conference As of 3/27/08 ~$100M 11,000 $150 $175 MAAC (1) Assumes RPM results for 2011/2012 are the same as 2010/2011 results. Price Assumptions Est. Pre-Tax Impact (1) Capacity (MWs) 12/07 ($/MW-day) Current ($/MW-day) Rest of Market ~$350M 12,700 $100 $175 Improving market fundamentals since our December Investor Conference point to additional upside in 2011 Implied ATC Heat Rates PJM West As of 3/27/08 PJM West - 12/07 Investor Conference Ni-Hub As of 3/27/08 Ni-Hub - 12/07 Investor Conference |
6 ComEd Rate Case Summary ComEd and ICC Staff are in virtual agreement with respect to proper capital structure ~45% equity Relatively small difference between ComEds requested ROE (10.75%) and Staffs recommendation (10.30%) ComEd and ICC Staff are much closer on administrative and general (A&G) expenses than in the last rate case Seeking to reduce regulatory lag by including pro forma capital additions in rate base and pursuing more timely recovery of costs through riders About 60% of difference between ComEds total revenue requirement and Staffs recommendation relates to timing of recovery for 2007 and 2008 capital additions ALJ Order expected: July 2008 Final ICC Order expected: September 2008 |
7 ComEd - Interim Procurement Process ComEd procured ~14% of its energy needs for June 2008 through May 2009 through the procurement of 24 block products for on-peak and off-peak energy The staggered roll-off of the auction contracts and the financial swap have
mitigated the rate impact for ComEd residential customers to ~2.5%
0% 33% 67% 100% Auction Contracts Financial Swap Future Procurement by Illinois Power Agency 3/08 RFP Jun 2007 Jun 2008 Jun 2009 Jun 2010 Jun 2011 Jun 2012 Jun 2013 NOTE: For illustrative purposes only. Assumes constant load profile each year. |
8 Pennsylvania Snapshot Governor Rendells Energy Independence Strategy, introduced in February 2007, continues to be focus of legislative activity. Legislation aimed at reducing energy costs, increasing clean energy resources, reducing reliance on foreign fuels, expanding energy production in PA Comprehensive bills dealing with procurement and rate mitigation remain in committee Modest action on other key bills: Energy Fund bills passed in House and Senate; House passed an Efficiency/Demand-side Response bill. Special Session on Energy runs concurrent with Regular Session which continues thru November 2008. Current State of Play Governor continues to press for Energy Independence Fund and measures to mitigate energy prices Legislators concerned with cost of Governor's initiatives, no new taxes Rate freeze bill being considered in House, but little momentum Industry coalition working together to develop a comprehensive package Positions of Stakeholders Stakeholder outreach Working with industry coalition Negotiating legislative proposals with Administration and legislative leadership on key provisions: Procurement rules Rate increase phase-in/deferral Smart meters and real time pricing Energy efficiency and demand-side management programs Participating directly or through industry associations in legislative hearings and informational meetings PECO Actions |
9 Protect Todays Value Deliver superior operating performance Assure safety at all times Keep the lights on Maintain nuclear excellence Enhance environmental performance Advance competitive markets Build economic new generation Provide reliable, affordable, low-carbon products to customers Support the continued improvement of organized competitive wholesale markets Protect the value of our generation Adapt the generation portfolio to a changing marketplace Hedge market risk appropriately Build healthy, self-sustaining delivery companies Pursue fair regulatory treatment and restored financial health for ComEd Manage PECOs 2011 transition to market Grow Long-Term Value Drive the organization to the next level of performance Continuously improve productivity Insist on accountability for results and values Foster positive employee relations Acquire, develop and retain key and diverse talent Set the industry standard for low carbon energy generation and delivery through reductions, displacement and offsets Aggressively pursue cost effective energy efficiency and demand response Develop and deploy reliable and affordable gas-fired and renewable generation Increase nuclear production Become a model of green operations Pursue and rigorously evaluate new growth opportunities + Exelons Strategic Direction |
10 Sustainable Value Continued strong financial and operating performance, and long- term earnings growth driven by unregulated generation Largest, lowest-cost nuclear fleet in competitive markets Executing regulatory recovery plan to put ComEd on a path toward appropriate returns and solid credit metrics Managing transition to competitive markets in Pennsylvania Increasingly strong cash flows and balance sheet Implementing Value Return Policy Exelon is uniquely positioned to create sustainable value |
11 Appendix |
12 ComEd Rate Case Summary Comparison of ComEd revenue request to ICC Staff recommendation: (26) 333 359 Depreciation and Amortization (156) 5,706 7,071 Total Rate Base (130) 358 1,498 Pro Forma Adjustments ($26) $5,348 $5,573 2006 Test Year ($249) Total (16) 640 657 Other O&M Expenses (26) 315 341 A&G Expenses (25) 10.30% ROE / 45.04% Equity 10.75% ROE / 45.11% Equity ROE/Cap Structure Rate Base: Impact on Revenue Increase ICC Staff ComEd Request ($ in millions) |
13 ComEd Interim Procurement Results Off-Peak On-Peak 49.32 720 79.76 1,000 January 2009 250 190 370 600 710 460 290 470 840 960 630 MWs (1) 42.99 44.64 44.60 48.99 44.28 44.31 43.70 42.65 47.46 47.46 $42.15 Avg. Price (2) 76.15 650 March 2009 74.71 1,000 December 2008 75.70 520 May 2009 77.50 450 April 2009 79.72 860 February 2009 74.89 750 November 2008 76.01 620 October 2008 76.80 870 September 2008 94.64 1,450 August 2008 94.92 1,640 July 2008 $81.13 1,060 June 2008 Avg. Price (2) MWs (1) (1) MWs solicited. (2) Weighted average of the winning bid prices (in $/MWh) for each contract type and each contract term. |
14 2.63 2.63 0.48 0.48 2.41 6.00 10.59 PECO Average Electric Rates (1) System Average Rates based upon Restructuring Settlement Rate Caps on Energy and
Capacity increased from original settlement by 1.6% to reflect the roll-in of increased Gross Receipts Tax and $0.02/kWh for Universal
Service Fund Charge and Nuclear Decommissioning Cost Adjustment.
System Average Rates also adjusted for sales mix based on current sales forecast. Assumes continuation of current Transmission and Distribution Rates. 2011 2008 2010 Energy / Capacity Competitive Transition Charge (CTC) Transmission Distribution 11.52¢ (1) Unit Rates (¢/kWh) Electric Restructuring Settlement +19% 13.70¢ Assumptions Projected Rate Increase Based on Average PPL Procurement Results (Illustrative) 2011 default service rate will reflect associated full requirements costs and be acquired through multiple procurements Using the average results of completed PPL procurements for 2010 and assuming a 50/50 weighting of Residential and Small C&I customers produces a proxy of 10.59¢/kWh. This will result in a system average rate increase of ~19% PECOs 2011 full requirements price expected to differ from PPL due, in part, to the timing of the procurement (2011 vs. 2010) and locational differences Rates will vary by customer class and may be impacted by legislation and procurement model Residential Small C&I Round 1, 7/2007 $101.77 $105.11 Round 2, 10/2007 $105.08 $105.75 Round 3, 3/2008 $108.80 $108.76 Average $105.22 $106.54 PPL Procurement Results ($/MWh) |
15 Pennsylvania Legislative Update More than 100 bills have been introduced since Governor Rendell launched his Energy
Independence Initiative in February 2007. H.B. 2200 - Energy Efficiency (EE), Demand Response (DR) & Smart Meters: Passed by House on 2/20/08 Establishes Program Administrator to oversee development and execution of a
state-wide program delivered to customers by network of 3 -party service providers EE target of 1% reduction off of forecasted total deliveries by 2011 and 2.5% by
2013 DR target of 4% reduction in peak load by 2013 Cost cap set at 2% of total annual revenues Full deployment of Smart Meters over 10 years H.B. 2201 - Comprehensive Energy Bill: In Committee Directs distribution companies to procure power using a portfolio approach, including
long-term, short-term and spot market purchases Portfolio may include up to 20% long-term, but limit excludes long-term AEPS
purchases and PAPUC may waive limit and PAPUC may direct specific
purchases All customers can opt to phase-in increases early and/or over 3 years after caps
expire. Distribution companies must limit initial phase-in to a maximum 15% annual increase
over 2010 rates during the 3-years. May recover deferrals over
additional 3 years Full deployment of Smart Meters over 10 years, with voluntary time-of-use or
real-time pricing rates H.B. 0001 - Special Session House Bill 1: Passed by House on 3/11/08 Establishes an $850 million bond fund through existing gross receipts tax to create a
Clean Energy Program Promotes low-pollution, state-based energy generation and investment to reduce
the Pennsylvanias dependence on Middle East oil and other foreign
energy sources rd |
16 (1) Amounts shown per Exelon share and represent contributions to Exelon's EPS. (0.01) - - - (0.01) Settlement of a tax matter at Generation related to Sithe (0.04) (0.08) - - 0.04 Non-cash deferred tax items (0.14) (0.14) - - - Investments in synthetic fuel-producing facilities 0.41 - - 0.03 0.38 2007 Illinois electric rate settlement (0.19) - - - (0.19) Termination of State Line PPA 0.11 - - - 0.11 Georgia Power tolling agreement Exelon Other (1) PECO (1) ComEd (1) ExGen (1) $4.32 $(0.18) $0.75 $0.30 $3.45 2007 Adjusted (non-GAAP) Operating Earnings (Loss) Per Share (0.01) - - - (0.01) Sale of Generation's investments in TEG and TEP 0.02 - - 0.02 - City of Chicago settlement (0.03) - - - (0.03) Nuclear decommissioning obligation reduction 0.15 - - - 0.15 Mark-to-market adjustments from economic hedging activities $4.05 $0.04 $0.75 $0.25 $3.01 2007 GAAP Earnings Per Share GAAP EPS Reconciliation Year Ended December 31, 2007 |
17 Exelon Investor Relations Contacts Inquiries concerning this presentation should be directed to: Exelon Investor Relations 10 South Dearborn Street Chicago, Illinois 60603 312-394-2345 312-394-4082 (Fax) For copies of other presentations, annual/quarterly reports, or to be added to our email distribution list please contact: Felicia McGowan, Executive Admin Coordinator 312-394-4069 Felicia.McGowan@ExelonCorp.com Investor Relations Contacts: Chaka Patterson, Vice President 312-394-7234 Chaka.Patterson@ExelonCorp.com Karie Anderson, Director 312-394-4255 Karie.Anderson@ExelonCorp.com Marybeth Flater, Manager 312-394-8354 Marybeth.Flater@ExelonCorp.com Len Epelbaum, Principal Analyst 312-394-7356 Len.Epelbaum@ExelonCorp.com |