8-KRegulation FD

EXELON CORP 8-K Report, Regulation FD Disclosure (Jun 28, 2005)

Filed June 28, 2005For Securities:EXC

Summary

Exelon Corporation's (EXC) 8-K filing on June 28, 2005, provides an update to investors regarding the proposed merger with Public Service Enterprises Group Incorporated and ongoing regulatory processes for Commonwealth Edison (ComEd). The company reaffirmed its 2005 adjusted operating earnings per share guidance of $2.90-$3.10. Key updates focus on revised timelines for crucial regulatory decisions, including those from the Federal Energy Regulatory Commission (FERC), Pennsylvania Public Utility Commission (PA PUC), and New Jersey Board of Public Utilities (NJ BPU), with the SEC approval under the Public Utilities Holding Company Act of 1935 identified as the final step before closing the merger. The filing also details updated projected timelines for ComEd's Illinois procurement and delivery cases before the Illinois Commerce Commission (ICC). While the ICC has confirmed it does not have jurisdiction over the merger itself, its decisions on ComEd's procurement and delivery cases are significant for the company's operations in Illinois. Investors should note the extended regulatory review periods for the merger and the phased approach to the ICC's consideration of ComEd's cases.

Key Highlights

  • 1Exelon reaffirmed its 2005 adjusted operating earnings per share guidance of $2.90-$3.10.
  • 2Updated timelines provided for merger regulatory reviews, with SEC approval under PUHCA 1935 being the final step.
  • 3FERC open meeting on merger scheduled for June 30, 2005.
  • 4PA PUC decision on merger expected in December 2005 or January 2006.
  • 5NJ BPU decision on merger expected by March 26, 2006.
  • 6ICC has confirmed it does not have jurisdiction over the merger itself.
  • 7Updated projected timelines for ComEd's procurement and delivery cases before the Illinois Commerce Commission (ICC), with ICC orders expected in late January 2006 and Summer 2006, respectively.

Frequently Asked Questions

The most significant update is the revised timeline for various regulatory approvals required for the merger. Key decisions from FERC, PA PUC, and NJ BPU are now projected for specific dates, with SEC approval under the Public Utilities Holding Company Act of 1935 identified as the final prerequisite before the merger can close.

No, the filing explicitly states that the ICC's General Counsel confirmed the ICC does not have jurisdiction over the merger itself, and therefore, ICC approval is not required for the merger transaction.

Exelon reaffirmed its guidance for 2005 adjusted (non-GAAP) operating earnings per share to be in the range of $2.90 to $3.10.

The FERC will review the merger on June 30, 2005. A decision from the PA PUC is expected in December 2005 or January 2006, and the NJ BPU decision is anticipated by March 26, 2006. The final approval from the SEC is expected to be the last step before the merger closes.