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
February 26, 2003
(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) 765-8200
Item 9. Regulation FD Disclosure
Investors Meeting
On February 27-28, 2002, Bob Shapard, Executive VP and CFO, and Linda Byus, VP
Investor Relations, met with investors and presented the information in Exhibits
99.1 and 99.2.
PECO Energy Company Customer Choice.
The Pennsylvania Public Utility Commission's (PUC's) Final Electric
Restructuring Order provided for the phase-in of customer choice of electric
generation suppliers (EGS) and as of January 1, 2000, all customers were
eligible for customer choice. The Final Restructuring Order also established
market share thresholds (MST) to promote competition. The MST requirements
provided that, if as of January 1, 2001 and January 1, 2003, respectively, less
than 35% and 50% of residential and commercial customers were shopping, the
number of customers sufficient to meet the MST shall be randomly selected and
assigned to an EGS through a PUC-determined process. For residential and small
commercial customers, the threshold measurement is by number of customers. For
large commercial customers the measurement is by load. On January 1, 2001, the
35% MST threshold was met for all customer classes as a result of agreements
assigning customers to New Power Company (New Power) and Green Mountain as
providers of last resort default service. During 2002, PECO experienced an
increase in the number of customers selecting or returning to PECO as their EGS
and at December 31, 2002, approximately 21% of PECO's residential load, 10% of
its small commercial and industrial load and 7% of its large commercial and
industrial load were purchasing generation from an alternative generation
supplier. Customers who purchase energy from an EGS continue to pay a delivery
charge. In January 2003, PECO submitted to the PUC an MST plan to meet the 50%
threshold requirement for its small and large commercial customer classes, which
was approved on February 6, 2003. According to the approved plan, randomly
assigned customers who participated will be switched to winning MST bidders as
of their respective meter read dates. On February 21, 2003, Strategic Energy LLC
filed an Application for Stay or Supersedeas with the Pennsylvania Commonwealth
Court. In that Application, Strategic Energy requested that the Court stay
implementation on the MST auction pending Court review of whether the process
used to develop the auction was appropriate. The Court scheduled oral argument
on the Application for March 18, 2003. On February 24, 2003, the small and large
commercial MST auction was completed. There were three winning bidders who were
awarded a total of 64,172 small commercial customers, at a clearing price of
1.25% off PECO's tariffed rate GS. No bids were received for the small
commercial renewable auction or the large commercial (GS6) non-interval metered
load auction. Also in February 2003, PECO filed an MST plan for the residential
customer classes which is pending PUC approval.
In February 2002, New Power notified PECO of its intent to withdraw from
providing Competitive Default Service (CDS) to approximately 180,000 residential
customers. As a result of that withdrawal, those CDS customers were returned to
PECO in the second quarter of 2002. Pursuant to a tariff filing approved by the
PUC, PECO is serving those returned customers at the discount energy rates on
generation provided for under the original New Power CDS Agreement for the
remaining term of that contract. Subsequently, in the second quarter of 2002,
New Power also advised PECO it planned to withdraw from serving all of its
customers in Pennsylvania, including approximately 15,000 non-CDS PECO
customers. These customers were returned to PECO during the third quarter of
2002.
This combined Form 8-K is being filed separately by Exelon Corporation,
Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company,
LLC (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.
This presentation contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking statements herein include
statements about future financial and operating results of Exelon. Economic,
business, competitive and/or regulatory factors affecting Exelon's businesses
generally could cause actual results to differ materially from those described
herein. For a discussion of the factors that could cause actual results to
differ materially, please see Exelon's filings with the Securities and Exchange
Commission, particularly those factors discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Business Outlook and
the Challenges in Managing Our Business" in Exelon's 2002 Annual Report included
in current report on Form 8-K filed on 2/21/03, those discussed in "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Exelon Generation Company's Registration Statement on
Form S-4, Reg. No. 333-85496, those discussed in "Risk Factors" in PECO Energy
Company's Registration Statement on Form S-3, Reg. No. 333-99361, and those
discussed in "Risk Factors" in Commonwealth Edison Company's Registration
Statement on Form S-3, Reg. No. 333-99363. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this presentation. Exelon does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this presentation.
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 26, 2003