UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
AUGUST 29, 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
333-85496 EXCELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
ITEM 5. OTHER EVENTS
As previously disclosed, Exelon Boston Generating, LLC (EBG), an indirect
subsidiary of Exelon Corporation (Exelon) and Exelon Generation Company, LLC
(Generation), has approximately $1.1 billion of debt outstanding under a $1.25
billion credit facility (EBG Facility). The EBG Facility was entered into
primarily to finance the construction of the Mystic 8 and 9 and Fore River
generating units. The EBG Facility requires that all of the projects achieve
"Project Completion," as defined in the EBG Facility (Project Completion), by
June 12, 2003. On June 11, 2003, EBG negotiated an extension of the Project
Completion date to July 11, 2003. On July 3, 2003, the lenders under the EBG
Facility and EBG executed a letter agreement as a result of which the lenders
were precluded during the period July 11, 2003 through August 29, 2003 from
exercising any remedies resulting from the failure of all of the projects to
achieve Project Completion. On July 29, 2003, Exelon announced that it had
commenced the process of an orderly transition out of the ownership of EBG and
the projects. All of the projects are currently in commercial operation,
although construction has not progressed to the point of Project Completion. The
EBG Facility is non-recourse to Exelon and Generation and an event of default
under the EBG Facility does not constitute an event of default under any other
debt instruments of Exelon or its subsidiaries.
The period during which the lenders were precluded from exercising any remedies
resulting from the failure of all of the projects to achieve Project Completion
has expired. Exelon cannot predict what actions, if any, the lenders will take
as a result of the failure to achieve Project Completion by July 11, 2003.
Exelon is continuing discussions with the lenders regarding the orderly
transition of the projects. Exelon cannot predict the timing of the transition.
Exelon has informed the lenders that Generation will not provide additional
funding to the projects beyond its existing contractual obligations.
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' 2002 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, ComEd, PECO and
Generation, (b) the Registrants' 2002 Annual Report on Form 10-K - ITEM 8.
Financial Statements and Supplementary Data: Exelon - Note 19, ComEd - Note 16,
PECO - Note 18 and Generation - Note 13 and (c) other factors discussed in
filings with the United States Securites 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
---------------------
Robert S. Shapard
Executive Vice President and
Chief Financial Officer
Exelon Corporation
August 29, 2003