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
June 1, 2006
Date of Report (Date of earliest event reported)
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Exact Name of Registrant as Specified in Its Charter; State of Incorporation; |
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IRS Employer |
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Address of Principal Executive Offices; and Telephone Number |
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Identification Number |
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1-16169
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EXELON CORPORATION
(a Pennsylvania corporation)
10 South Dearborn Street – 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
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23-2990190 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 2 – Material Impairments
Item 2.06. Material Impairments
Exelon Corporation (Exelon), through three separate wholly owned subsidiaries, owns interests in
two limited liability companies and one limited partnership that own synthetic fuel-producing
facilities. These facilities chemically convert coal, including waste and marginal coal, into a
synthetic fuel that is used at power plants. The Internal Revenue Code provides tax credits for
the sale of synthetic fuel produced from coal.
As previously disclosed on Form 8-K dated May 17, 2006, the operators of the synthetic
fuel-producing facilities in which Exelon has interests recently idled these facilities. As a
result of the suspension of production at the synthetic fuel-producing facilities, current oil
prices and because the proposed federal legislation that would have provided certainty that tax
credits would exist for 2006 production was not included in the Tax Increase Prevention and
Reconciliation Act of 2005, Exelon does not anticipate earning sufficient future tax credits to
support the value of the intangible asset associated with Exelon’s investment in synthetic
fuel-producing facilities. On June 1, 2006, in conjunction with the closing of Exelon’s May 2006
financial results, Exelon determined that it should record an after-tax impairment charge of
approximately $70 million associated with the write-off of the aforementioned intangible asset.
Consistent with previous treatment, this charge will not be included in Exelon’s measurement of
Adjusted (non-GAAP) Operating Earnings for the second quarter of 2006. Also, Exelon anticipates
that it will substantially offset this loss with income to be recorded in future periods associated
with the value of hedges associated with its investment in synthetic fuel-producing entities and a
gain from the eventual dissolution of the investments in the synthetic fuel-producing facilities.
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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) Exelon’s 2005 Annual
Report on Form 10-K—ITEM 1A. Risk Factors, (b) Exelon’s 2005 Annual Report on Form 10-K—ITEM 8.
Financial Statements and Supplementary Data—Note 20 and (c) other factors discussed in filings with
the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of this Report. Exelon does not undertake any
obligation to publicly release any revision to its forward-looking statements to reflect events or
circumstances after the date of this Report.