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
September 23, 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 Identification Number | ||
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 September 23, 2008, Exelon Corporation (Exelon) will participate in the Merrill Lynch Power & Gas Leaders Conference. 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, Exelon Generation Company, LLC, Commonwealth Edison Company and PECO Energy Company (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; (2) Exelons Second Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) 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 |
September 23, 2008
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Presentation slides |
Sustainable Value Merrill Lynch 2008 Power & Gas Leaders Conference New York, NY September 23, 2008 Matthew Hilzinger Senior Vice President & Chief Financial Officer 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; (2) Exelons Second Quarter 2008 Quarterly Report on Form
10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) 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 this presentation for a
reconciliation of adjusted (non-GAAP) operating earnings to GAAP
earnings. |
3 Key Messages Rock solid in these turbulent financial times Operations are stronger than ever Strong balance sheet and ample access to liquidity Fiscally disciplined with rigorous risk management and hedging programs 2009 operating EPS range is expected to be generally flat relative to 2008 Driven by a higher anticipated contribution at ComEd, offset by a lower forecasted
contribution at Exelon Generation Pursuing initiatives to address rising O&M and other costs Uniquely positioned to create sustainable value Largest nuclear fleet in the country low-cost, low-emission Operating at world-class levels All in competitive markets |
4 Rock Solid in These Turbulent Times Nuclear profitable under almost any conceivable set of market conditions Hedging program largely protects against commodity movements in the near term
~96% financially hedged in 2008 Hedged Against Short-Term Volatility in Commodities Maintaining and committed to strong investment grade ratings (Moodys Baa1
issuer rating and S&P BBB+ corporate credit rating) $7.3 billion in aggregate credit facility commitments that extend largely through
2012 $6.9 billion available as of 9/18/08 Over 20 banks committed to the facility no bank has more than 10% of the aggregate commitments Ample Liquidity Power marketing activities are governed by tight risk management policies proprietary trading activities are minimal Diversified, high quality counterparties Daily monitoring of positions, exposure and financial condition of counterparties
Collateral required from non-investment grade counterparties Financially Disciplined World-class nuclear operations 92.4% capacity factor in 1 st half 2008 Constructive rate cases at ComEd and PECO Final ComEd rate order provides for $273.6 million increase in annual distribution revenues Preliminary PECO agreement provides for $76.5 million increase in annual gas revenues, if approved Strong Operations Exelon Position Market turmoil may present more attractive M&A opportunities and Exelons strong position allows us to be opportunistic about growth |
5 Exelon Generation Credit Exposure Net Exposure After Credit Collateral (1) (in millions) Investment grade $341 Non-investment grade 108 No external ratings 53 Total $502 Exelon Generation transacts with a diverse group of counterparties, predominantly all
investment grade, and has ample liquidity to support its operations
Exelon Generation - Ample Liquidity Aggregate credit facility commitments of $4.8 billion that extend through 2012 $4.7 billion available as of 9/18/08 Strong balance sheet A3/BBB+ Senior Unsecured Rating Net Exposure by Type of Counterparty (1) Coal 29% Financial Institutions 11% Investor-Owned Utilities, Marketers, and Power Producers 59% Other 1% (1) As of June 30, 2008. Does not include credit risk exposure from uranium procurement contracts
or exposure through Regional Transmission Organizations and Independent System
Operators. Additionally, does not include receivables related to the supplier forward agreement with ComEd and the PPA with PECO. |
6 2008 - 2009 Operating EPS Drivers 2009E 2008E $0.45 - $0.50 $3.45 - $3.55 $4.15 - $4.30 ComEd PECO Exelon Generation + + 2009 Earnings Drivers Exelons 2009 operating EPS range is forecasted to be generally flat relative to
2008, driven by a higher expected ComEd contribution offset by a lower expected ExGen contribution ComEd PECO Exelon Generation Holdco Holdco Exelon (1) Primarily reflects 2008 option and uranium settlement gains at Exelon
Generation. 3Q08 operating EPS forecasted to be at the bottom of 26-29% range $0.30 - $0.35 Market conditions ComEd distribution revenue PECO gas revenue Cost initiatives Pension/OPEB Inflation Higher nuclear fuel costs Nuclear volume Higher depreciation / amortization PECO CTC Discrete ExGen gains (1) O&M and other |
7 Environmental / climate change concerns Slowing US economy and increasing inflationary cost pressures Energy dependence / geopolitical concerns Continued strong global growth in energy consumption Declining US reserve margins Massive capital investment Tightening regulatory environments Increasing cost of new build Technology improvements Increasing commodity prices Increasing capacity prices Macro Trends Market Response Well Positioned to Provide Sustainable Value Continued strong financial and operating performance, and long-term earnings growth driven by unregulated generation Largest, lowest-cost nuclear fleet in the US, all 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 investment- grade balance sheet Alignment of and consistency between value return, hedging, capital structure and capital investment policies Well-positioned to capture growth opportunities and pursue low carbon energy strategy Exelons Position |
8 Appendix |
9 ComEd Executing on Regulatory Recovery Plan The ICC issued a final Order in ComEds distribution rate case granting a revenue increase of $273.6 million to take effect on September 16, 2008: (14) 345 359 Depreciation and Amortization $(87) 274 361 Total Revenue Increase 3 129 132 Other Revenues (11) 987 998 O&M Expenses (22) 10.30% ROE / 45.04% Equity 10.75% ROE / 45.11% Equity ROE / Cap Structure $(43) $6,694 $7,071 Rate Base Impact on Revenue Increase ICC Order ComEd Original Request ($ in millions) |
10 Illinois Power Agency Proposes ComEd Procurement Plan In September 2008, the Illinois Power Agency proposed its first ComEd procurement plan, which will provide for base-load energy procurement for up to a three-year period Auction Contracts Financial Swap 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. 2009 2009 Future Procurement by Illinois Power Agency 2010 2010 2011 2012 2011 |
11 PECO Pursuing Regulatory Path PECOs procurement plan for obtaining default service Post 2010 includes a portfolio of full requirements and spot products competitively procured through multiple RFP solicitations Mitigation plan includes early staggered procurement, post-rate cap phase-in, gradual phase-out of declining block rate design, customer
education, enhanced retail choice program, and low-income rate design
changes A Compact Fluorescent Light bulb rebate program for over 3 million bulbs An enhanced web-based energy audit / bill analyzer program Voluntary Residential Direct Load Control (air conditioning cycling) program for 75,000 customers Full and current cost recovery for the 3 programs Early phase-in proposal provides a voluntary opt-in program for customers to pre-pay towards 2011 prices Requested expedited PA PUC approval to allow for implementation July 1, 2009 PECOs 3Q08 regulatory filings address procurement, rate mitigation, and energy
efficiency allowing PECO to execute on its regulatory strategy while continuing to support comprehensive energy legislation Early Phase-in Filing Energy Efficiency and Demand Side Response Default Service Procurement and Mitigation Filing |
12 Large and Diverse Bank Group Exelon has a large and diverse bank group with over $7.3 billion in aggregate credit facility commitments over 20 banks committed to the facility with no bank having more than 10% of bank commitments. Bank of America, N.A. / Merrill Lynch USA (2) The Royal Bank of Scotland PLC (RBS) Barclays Bank PLC JP Morgan Chase Bank, N.A. The Bank of Nova Scotia (Scotia) Wachovia Bank, N.A. Citibank, N.A. Commerzbank AG BNP Paribas Deutsche Bank AG, New York Branch Credit Suisse, Cayman Islands Branch Morgan Stanley Bank UBS Loan Finance LLC The Bank of New York / Mellon Bank, N.A. Mizuho Corporate Bank, LTD Goldman Sachs (3) The Bank of Tokyo-Mitsubishi UFJ, LTD KeyBank N.A. U.S. Bank, N.A. SunTrust Bank Union Bank of California, N.A. The Northern Trust Company Malayan Banking Berhad (May Bank) National City Bank Banks Committed to Exelons Facilities (1) (1) As of September 18, 2008. (2) Assumes that Bank of America assumes Merrill Lynchs previous commitment. (3) Includes funding commitments by Williams Street Commitment Corporation, Williams Street Credit Corporation,
Goldman Sachs Credit Partners, L.P. |
13 Projected 2008 Key Credit Measures A3 A2 Baa2 Baa1 Moodys Credit Ratings (3) BBB+ A BBB+ BBB S&P Credit Ratings (3) 3.2x 3.2x FFO / Interest ComEd: 16% 14% FFO / Debt 55% 58% Rating Agency Debt Ratio 4.7x 4.6x FFO / Interest PECO: 22% 19% FFO / Debt 50% 54% Rating Agency Debt Ratio 53% 66% Rating Agency Debt Ratio 71% 43% FFO / Debt 17.3x 8.4x FFO / Interest Exelon Generation: 65% 32% 6.5x Without PPA & Pension / OPEB (2) 71% Rating Agency Debt Ratio 25% FFO / Debt 5.3x FFO / Interest Exelon Consolidated: With PPA & Pension / OPEB (1) Notes: Projected credit measures reflect impact of Illinois electric rates and policy
settlement. Exelon, ComEd and PECO metrics exclude securitization debt. See following slide for FFO (Funds from Operations)/Interest, FFO/Debt and Adjusted Book Debt Ratio reconciliations to GAAP. (1) Reflects S&P updated guidelines, which include imputed debt and interest related to
purchased power agreements (PPA), unfunded pension and other postretirement benefits (OPEB) obligations, capital adequacy for energy trading, operating lease obligations,
and other off-balance sheet debt. Debt is imputed for estimated pension and OPEB obligations by operating company. (2) Excludes items listed in note (1) above. (3) Current senior unsecured ratings for Exelon and Generation and senior secured ratings
for ComEd and PECO as of 9/18/08. |
14 FFO Calculation and Ratios FFO Calculation = FFO - PECO Transition Bond Principal Paydown + Gain on Sale, Extraordinary Items and Other Non-Cash Items (3) + Change in Deferred Taxes + Depreciation, amortization (including nucl fuel amortization), AFUDC/Cap. Interest Add back non-cash items: Net Income Adjusted Interest FFO + Adjusted Interest = Adjusted Interest + 7% of Present Value (PV) of Operating Leases + Interest on imputed debt related to PV of Purchased Power Agreements (PPA), unfunded Pension and Other Postretirement Benefits (OPEB) obligations, and Capital Adequacy for Energy Trading (2) , as applicable - PECO Transition Bond Interest Expense Net Interest Expense (Before AFUDC & Cap. Interest) FFO Interest Coverage + Capital Adequacy for Energy Trading (2) FFO = Adjusted Debt + PV of Operating Leases + 100% of PV of Purchased Power Agreements (2) + Unfunded Pension and OPEB obligations (2) + A/R Financing Add off-balance sheet debt equivalents: - PECO Transition Bond Principal Balance + STD + LTD Debt: Adjusted Debt (1) FFO Debt Coverage Rating Agency Capitalization Rating Agency Debt Total Adjusted Capitalization Adjusted Book Debt = Total Rating Agency Capitalization + Off-balance sheet debt equivalents (2) - Goodwill Total Adjusted Capitalization = Rating Agency Debt + ComEd Transition Bond Principal Balance + Off-balance sheet debt equivalents (2) Adjusted Book Debt = Total Adjusted Capitalization + Adjusted Book Debt + Preferred Securities of Subsidiaries + Total Shareholders' Equity Capitalization: = Adjusted Book Debt - Transition Bond Principal Balance + STD + LTD Debt: Debt to Total Cap Note: Reflects S&P guidelines and company forecast. FFO and Debt related to
non-recourse debt are excluded from the calculations. (1) Uses current
year-end adjusted debt balance. (2) Metrics are calculated in
presentation unadjusted and adjusted for debt equivalents and related interest for PPAs, unfunded Pension and OPEB obligations, and Capital Adequacy for Energy Trading. (3) Reflects depreciation adjustment for PPAs and decommissioning interest income and
contributions. |
15 30 35 40 45 50 55 60 65 70 75 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 Forward NYMEX Natural Gas PJM-West and Ni-Hub On-Peak Forward Prices PJM-West and Ni-Hub Wrap Forward Prices 2010 Ni-Hub 2011 Ni-Hub 2011 PJM-West 2010 PJM-West 2010 2011 Market Price Snapshot Rolling 12 months, as of September 17, 2008. Source: OTC quotes and electronic trading
system. Quotes are daily. 2010 Ni-Hub 2011 Ni-Hub 2011 PJM-West 2010 PJM-West Forward NYMEX Coal 2010 2011 55 65 75 85 95 105 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 7 7.5 8 8.5 9 9.5 10 10.5 11 11.5 12 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 50 60 70 80 90 100 110 120 130 140 150 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 |
2011 2010 2010 2011 2010 2011 Houston Ship Channel Natural Gas Forward Prices ERCOT North On-Peak Forward Prices ERCOT North On-Peak v. Houston Ship Channel Implied Heat Rate 2010 2011 ERCOT On Peak Spark Spread Assumes a 7.2 Heat Rate, $1.50 O&M, and $.15 adder Market Price Snapshot Rolling 12 months, as of September 17, 2008. Source: OTC quotes and electronic trading
system. Quotes are daily. 8 8.2 8.4 8.6 8.8 9 9.2 9.4 9.6 9.8 10 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 65 70 75 80 85 90 95 100 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 7 7.5 8 8.5 9 9.5 10 10.5 11 11.5 12 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 7.5 8.5 9.5 10.5 11.5 12.5 13.5 14.5 15.5 16.5 17.5 18.5 9/07 10/07 11/07 12/07 1/08 2/08 3/08 4/08 5/08 6/08 7/08 8/08 9/08 16 |
17 2008/2009 Earnings Outlook Exelons outlook for 2008/2009 adjusted (non-GAAP) operating earnings excludes the earnings impacts of the following: Mark-to-market adjustments from economic hedging activities Unrealized gains and losses from nuclear decommissioning trust fund investments
Significant impairments of assets, including goodwill Significant changes in decommissioning obligation estimates Costs associated with the Illinois electric rate settlement agreement, including
ComEds previously announced customer rate relief programs Costs associated with ComEds settlement with the City of Chicago Other unusual items Significant future changes to GAAP Both our operating earnings and GAAP earnings guidance are based on the assumption of normal weather for the remainder of 2008 and for full year 2009 |