UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 13, 2003
(Date of earliest event reported)
Commission File Name of Registrant; State of Incorporation;
Number Address of Principal Executive Offices; IRS Employer
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
Earlier today, Exelon filed a Current Report on Form 8-K regarding remarks made
by Mr. Rowe at an investor conference. This amendment to the 8-K is being filed
to clarify the disclosure of Mr. Rowe's remarks regarding British Energy and
AmerGen. Mr. Rowe's reference to discussions with British Energy related to
preliminary discussions held some time ago. There are no current discussions
between British Energy and Exelon relating to a sale of their interest in
AmerGen to Exelon.
* * * * *
On March 13, 2003, John W. Rowe, Chairman, President and CEO, met with investors
at an investor conference and addressed their questions.
Exelon has previously disclosed that the delay in the effective date of Apollo
Energy, LLC's put right allows Exelon to explore a further restructuring of its
investment in Sithe Energies, Inc. Exelon is continuing discussions with Apollo
and Marubeni regarding restructuring alternatives that are designed in part to
resolve Exelon's ownership limitations of Sithe's qualifying facilities. Exelon
would hope to implement any additional restructuring of its Sithe investment in
2003. If Exelon is unsuccessful in restructuring the Sithe transaction, Exelon
will proceed to implement measures to address the ownership of the qualified
facilities as well as divest non-strategic assets, for which the financial
outcome is uncertain.
At the March 13 conference, Mr. Rowe provided the additional information that
Exelon is actively trying to sell its investment in Sithe. He noted that in the
event of a sale, Exelon would likely recognize a one-time loss, would likely
receive several hundred million dollars in cash, and would avoid having to
consolidate Sithe's financial results, including an incremental $1.3 billion in
debt associated with Sithe.
Mr. Rowe indicated that Exelon's earnings for the first quarter of 2003 would be
higher than expected by analysts, but would remain within the range of 20%-25%
of Exelon's annual earnings for 2003, and that Exelon is affirming its guidance
of $4.80-$5.00 operating earnings per share for 2003, which assumes normal
weather and does not include the effect of one-time items.
With respect to Power Team's transactions during January and February 2003, Mr.
Rowe commented that Power Team was fully sold forward in the PJM market, and
that its actual demand exceeded its forecast demand. Accordingly, Power Team had
to purchase power to make up a small weather-related shortfall.
With respect to AmerGen, Mr. Rowe observed that British Energy and Exelon have
discussed the possibility of a sale of British Energy's interest in AmerGen to
Exelon, but that British Energy and Exelon have been unable to agree on a price.
He said that British Energy had indicated interest in selling for a price in
excess of $300 million, while Exelon had indicated interest in purchasing
British Energy's interest for a price in the range of $200 million.
* * * * *
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 report 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 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
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
March 14, 2003