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
May 10, 2004
(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
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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
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
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Item 5. Other Events
As previously disclosed, Exelon Corporation (Exelon) and Exelon Generation
Company, LLC (Generation) are in the process of an orderly transition out of the
ownership of their indirect wholly owned subsidiary Boston Generating, LLC (BG),
which owns the companies that own the Mystic 4-7, Mystic 8 and 9 and Fore River
generating projects. On February 23, 2004, Generation and the lenders under BG's
$1.25 billion credit facility entered into a settlement that will result in the
sale, transfer and assignment of the ownership of BG, and the transfer of
responsibility for plant operations and power marketing activities, to a special
purpose entity owned by the lenders. Under the settlement, the transaction will
occur in two stages. In the first stage, Generation will sell, transfer and
assign ownership of BG to the lenders' special purpose entity. Generation
affiliates will continue to operate and market power from the plants on behalf
of the owners pending completion of the second stage, when Generation affiliates
will transfer plant operations and power marketing activities.
Certain aspects of the transaction require approval of the Federal Energy
Regulatory Commission (FERC). In an order issued May 10, 2004, the FERC
authorized the transfer of ownership of BG to the lenders' special purpose
entity. We expect this transfer of ownership will be completed before May 31,
2004.
Upon completion of the transfer of ownership of BG, all operating losses
incurred by Exelon and Generation in 2004 relating to BG will be offset against
the gain we anticipate from the sale.
After completing the transfer of ownership, the parties will file an application
with the FERC for an order authorizing the second stage of the transaction--the
transfer of responsibility for plant operations and power marketing activities.
The parties anticipate transfer of responsibility for plant operations and power
marketing will be completed during the third quarter of 2004.
*****
This combined Form 8-K is being filed separately by Exelon and Generation
(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.
Except for the historical information contained herein, certain of the matters
discussed in this Report are 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 the forward-looking statements made by a registrant include
those factors discussed herein, as well as the items discussed in (a) the
Registrants' 2003 Annual Report on Form 10-K--ITEM 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations--Business Outlook
and the Challenges in Managing Our Business for each of Exelon, Commonwealth
Edison Company (ComEd), PECO Energy Company (PECO) and Generation, (b) the
Registrants' 2003 Annual Report on Form 10-K--ITEM 8. Financial Statements and
Supplementary Data: Exelon--Note 19, ComEd--Note 15, PECO--Note 14 and
Generation--Note 13 and (c) other factors discussed in filings with the United
States Securities and Exchange Commission (SEC) 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 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 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
EXELON GENERATION COMPANY, LLC
/s/ Robert S. Shapard
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Robert S. Shapard
Executive Vice President and Chief
Financial Officer
Exelon Corporation
May 11, 2004