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 21, 2009
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 | ||
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 22, 2009, Exelon Corporation (Exelon) will participate in the Bank of America 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 and Exelon Generation Company, LLC, (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) Exelon’s 2008 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Second Quarter 2009 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 14; 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 |
September 21, 2009
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Presentation slides |
 Bank
of America Merrill Lynch Power & Gas Leaders Conference Chip Pardee,
Senior Vice President and Chief Nuclear Officer September 22, 2009 Exhibit 99.1 |
 Forward-Looking Statements and Other Important Information 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) Exelon’s 2008 Annual Report on
Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8.
Financial Statements and Supplementary Data: Note 18; (2) Exelon’s
Second Quarter 2009 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 14 and (3) other factors discussed in filings with the Securities and Exchange Commission (SEC)
by Exelon Corporation and Exelon Generation Company, LLC (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 is not an offer to purchase, or a solicitation of acceptance of an offer to purchase, Exelon Corporation 6.75% Senior Notes due May 1, 2011, or Exelon Generation Company, LLC 6.95% Senior Notes due June 15, 2011. This presentation is not an
offer to sell, or the solicitation of an offer to buy, Exelon Generation
Company, LLC 5.20% Senior Notes due October 1, 2019 or 6.25% Senior Notes
due October 1, 2039. 2 |
 3 Key Messages • Consistently operating the largest nuclear fleet in the U.S. at world-class levels • Nuclear uprate plan is a lower-cost, low-risk opportunity to add valuable MW to Exelon’s portfolio • Revised licensing strategy for Victoria County preserves option value while recognizing current economic challenges with building new nuclear plants |
 Operational Excellence Across the Fleet 0 10 20 30 40 50 60 2004 2005 2006 2007 2008 Exelon w/ Salem Industry w/o Exelon $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 2003 2004 2005 2006 2007 2008 Exelon Industry (excl. Exelon) Nuclear Capacity Factor Exelon’s fleet and operational prowess cannot be replicated Exelon Power Fleet Availability Nuclear Annual Average Production Cost ($/MWh) Refueling Outage Duration EXC: 93.8% 4 90.7% 93.5% 91.2% 89.1% 96.9% 92.9% 93.8% 94.8% 95.8% 96.6% 80% 85% 90% 95% 100% 2005 2006 2007 2008 2009 YTD through 6/30 Fossil Fleet Commercial Availability Hydro Equivalent Availability 70% 75% 80% 85% 90% 95% Range 5 Year Average |
 5 Nuclear Uprates Offer Sustainable Value Key component of Exelon 2020 low carbon roadmap Creates additional low-carbon generation capacity Capitalizes on Exelon’s proven track record of execution Dedicated project management team Proven technology design No ongoing incremental O&M expense Creates long-term value over extended license lives Uprates equivalent in size to a new nuclear plant but significantly lower cost, shorter timeline and more predictable spend Straightforward regulatory and environmental licenses, permits and approvals Potential for uprates to meet state alternative energy standards Uprate projects enable cost-effective growth and leverage Exelon’s operational excellence Strategic Value Grow Value Regulatory Feasibility Execution Feasibility |
 6 Three Major Categories of Exelon Uprates Uprates Overnight Cost (1) MUR (Measurement Uncertainty Recapture) • Through the use of advanced techniques and more precise instrumentation, reactor power can be more accurately calculated • Can achieve up to 1.7 percent additional output • Requires NRC approval 187–234 MW $300M 2 years 899–1016 MW $2,400M EPU (Extended Power Uprate) • Through a combination of more sophisticated analysis and upgrades to plant equipment, uprates can be obtained for as much as 20 percent of original licensed power level • Requires NRC approval 3 - 5 years 237–266 MW $800M Megawatt Recovery and Component Upgrades • Replacement of major components in the plant occur in the normal life cycle process – with newer technology, replacements result in increased efficiency • Equipment includes generators, turbines, motors and transformers • Megawatt Recovery and Component Upgrades must conform to NRC standards, but do not require additional NRC approval 2 - 3 years ~1,300–1,500 MW $3,500M Project Duration Exelon’s $2,200 – $2,500 / kW overnight cost for its MUR and EPU projects is an advantageous deployment of capital relative to other generation options (1) In 2007 Dollars. Overnight costs do not include financing costs or cost
escalation. |
 7 Phased Execution Lowers Risk • Safe, economical and proven methods to improve efficiency and output • Leverages Exelon’s substantial experience managing successful uprate projects over the past 10 years Note: Data contained in this slide is rounded. Uprates program allows us to adjust timing to respond to market conditions EPUs MURs MW Recovery and Component Upgrades Maximum
Potential MW Year Uprates Become Operational 1999- 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2009- 2017 Exelon’s Uprate Plan 1,100 MW 1,300 – 1,500 MW Average Overnight Cost Estimate: $2,200 - 2,500/KW 0 200 400 600 800 1,000 1,200 1,400 1,600 Planned Capital Spend (1) $150 2017 $625 2013 $675 2012 $550 2011 $350 2010 $725 2015 $725 2014 $400 2016 $4,425 2008 - 2017 $225 2008 - 2009
(1) Dollars shown are nominal, reflecting 6% escalation, in millions.
|
 8 Exelon’s Victoria Project • Pursuing Early Site Permit (ESP) at Victoria, TX site in lieu of Combined Operating License Application – Limited DOE loan guarantees – Demand – Natural gas and power prices • Allows for flexibility in technology, spend and schedule • Timeframe for ESP – Application to be submitted in late 2009/early 2010 – NRC sets review schedule (expected to be 3-4 year process) Early Site Permit allows Exelon to maintain option value for future nuclear plant when
economic conditions and other criteria are met
|
 Appendix |
 10 Effectively Managing Nuclear Fuel Costs Components of Fuel Expense in 2009 Projected Total Nuclear Fuel Spend Projected Exelon Average Uranium Cost vs. Market Projected Exelon Uranium Demand Note: At Ownership. Excludes costs reimbursed under the settlement agreement
with the DOE. 2009 – 2012: 100% hedged in volume 2013: ~90% hedged in volume 2014: 100% hedged in volume All charts exclude Salem 0.0 2.0 4.0 6.0 8.0 10.0 2009 2010 2011 2012 2013 2014 0 200 400 600 800 1,000 1,200 1,400 2009 2010 2011 2012 2013 2014 Nuclear Fuel Expense (Amortization + Spent Fuel) Nuclear Fuel Capex 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2009 2010 2011 2012 2013 2014 Exelon Average Reload Price Projected Market Price (Spot) Enrichment 38% Fabrication 16% Nuclear Waste Fund 19% Tax/Interest 1% Conversion 3% Uranium 23% |
  11 Uprates Across the Exelon Fleet Base Maximum Station Case Potential MW MW Braidwood - MUR 34 - 42 2012 Byron - MUR 34 - 42 2012 Clinton - EPU 17 - 17 2016 Clinton - EPU 2 - 3 2010 Dresden - MW Recovery & Component Upgrades 103 - 110 2012 Dresden - MW Recovery & Component Upgrades 5 - 5 2011 Dresden - MUR 25 - 31 2014 LaSalle - MUR 32 - 40 2011 LaSalle - EPU 303 - 336 2016 Limerick - MUR 33 - 41 2011 Limerick - MW Recovery & Component Upgrades 6 - 6 2012 Limerick - EPU 306 - 340 2017 Peach Bottom - MW Recovery & Component Upgrades 25 - 32 2012 Peach Bottom - EPU 134 - 148 2015 Peach Bottom - MW Recovery & Component Upgrades 3 - 3 2014 Quad Cities - MUR 19 - 23 2013 Quad Cities - MW Recovery & Component Upgrades 95 - 110 2011 TMI - EPU 138 - 172 2016 TMI - MUR 12 - 15 2014 Total 1,323 - 1,516 Year of Operation Uprates will largely be completed during scheduled refueling outages Note: MW shown at ownership, excluding Salem.
|
 12 License Renewal Schedule In Process – decision expected in 2010 2014 1 Three Mile Island In Process – decision expected 2011-12 2020 2 Salem In Process – decision expected 2011-12 2016 1 Salem Received 2032 2 Quad Cities Received 2032 1 Quad Cities Received 2034 3 Peach Bottom Received 2033 2 Peach Bottom Received 2029 1 Oyster Creek To be filed 2029 2 Limerick To be filed 2024 1 Limerick To be filed 2023 2 LaSalle To be filed 2022 1 LaSalle Received 2031 3 Dresden Received 2029 2 Dresden To be filed 2026 1 Clinton To be filed 2026 2 Byron To be filed 2024 1 Byron To be filed 2027 2 Braidwood To be filed 2026 1 Braidwood Status of License Extension (1) Current License Expiration Unit Station (1) Operating license renewal process takes approximately 4-5 years from
commencement until completion of NRC review Uprates + license extensions =
long term value creation Oyster Creek license extension received in April 2009 |
 13 • Acquired 198 MW of wind farm output, 4.8 MW of landfill gas output and 4.5 MW of
solar output, bringing Exelon’s renewables portfolio to more than 2,000
MW • Unveiled plans to develop the nation’s largest urban solar power plant in
Chicago • Completed a 38-MW nuclear uprate at Quad Cities Station, launching a series of
planned uprates that will generate 1,300-1,500 MW of additional nuclear
capacity Exelon 2020 – Progress Update for 2009 Offer more low carbon electricity in the marketplace Help our customers and the communities we serve reduce their GHG emissions Reduce or offset our footprint by greening our operations Exelon’s strategy to reduce, offset or displace more than 15 million metric
tons of GHG emissions per year by 2020 • Retired less efficient and higher-emitting fossil fuel power plants in
Massachusetts, Pennsylvania and Texas • Reduced energy use across Exelon’s facilities by 16% • Earned LEED certification for three Exelon buildings • Greened Exelon’s vehicle fleet to include 1,900 hybrid-electric and
alternative-fuel vehicles at ComEd and a 57% environmentally friendly
fleet at PECO • Unveiled plans to spend more than $350 million through 2011 on energy efficiency and
demand response programs to reduce customers’ energy consumption by 1.6 million MWh and reduce peak load by 226 MW • Building on its residential real-time pricing program, ComEd introduced a “smart” meter pilot program that will provide advanced automated meters to up to 141,000
customers • PECO is investing $342 million in customer programs to reduce overall electricity
consumption by 3% and peak load by 4.5% by 2013 3 2 1 |