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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
April 6, 2006
Date of Report (Date of earliest event reported)
         
    Exact Name of Registrant as Specified in Its Charter; State of    
Commission File   Incorporation; Address of Principal Executive Offices; and   IRS Employer
Number   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)    
 
  440 South LaSalle Street    
 
  Chicago, Illinois 60605-1028    
 
  (312) 394-4321    
 
        
000-16844
  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) 765-6900    
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))
 
 

 

TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure
SIGNATURES
Slide Presentation

Table of Contents

Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On April 6, 2006, Exelon Corporation (Exelon) will participate in the Berenson & Company and Wall Street Access Midwest Utility Seminar in Chicago. Attached as Exhibit 99 to this Current Report on Form 8-K are the slides and handouts to be used at the conference.
* * * * *
This combined Form 8-K is being furnished separately by Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (Registrants). Information contained herein relating to any individual registrant has been furnished 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’ 2005 Annual Report on Form 10-K—ITEM 1A. Risk Factors, (b) the Registrants’ 2005 Annual Report on Form 10-K—ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 20, ComEd—Note 17, PECO—Note 15 and Generation—Note 17, and (c) other factors discussed in filings with the 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.

 

Table of Contents

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    
 
  PECO ENERGY COMPANY    
    EXELON GENERATION COMPANY, LLC
 
        
 
  /s/ John F. Young    
 
       
 
  John F. Young    
    Executive Vice President, Finance and Markets,
 
  and Chief Financial Officer    
 
  Exelon Corporation    
 
        
    COMMONWEALTH EDISON COMPANY
 
        
 
  /s/ Robert K. McDonald    
 
       
 
  Robert K. McDonald    
    Senior Vice President, Chief Financial Officer, Treasurer
 
  and Chief Risk Officer    
 
  Commonwealth Edison Company    
April 6, 2006

 

exv99
 

Exhibit 99

John W. Rowe Chairman, President & Chief Executive Officer Exelon Corporation Berenson & Company and Wall Street Access Midwest Utility Seminar Chicago April 6, 2006 Meeting the Challenge

 

Forward-Looking Statements This presentation includes 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 of Exelon Corporation (Exelon), Commonwealth Edison Company, PECO Energy Company, and Exelon Generation Company LLC (collectively, the Exelon Companies) to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (a) the Exelon Companies' 2005 Annual Report on Form 10-K- ITEM 1A. Risk Factors, (b) the Exelon Companies' 2005 Annual Report on Form 10-K-ITEM 8. Financial Statements and Supplementary Data: Exelon-Note 20, ComEd-Note 17, PECO-Note 15 and Generation-Note 17, and (c) other factors discussed in filings with the SEC by the Exelon Companies. A discussion of risks associated with the proposed merger of Exelon and PSEG is included in the joint proxy statement/prospectus that Exelon filed with the SEC pursuant to Rule 424(b)(3) on June 3, 2005 (Registration No. 333-122704). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this presentation. None of the Exelon Companies or the PSEG Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this presentation.

 

(1) See presentation appendix for reconciliation of adjusted (non-GAAP) operating EPS to GAAP EPS (2) Based on an initial investment of $100 10% Annual Growth 2001 2002 2003 2004 2005 Meeting the Financial Challenge

 

Meeting the Operational Challenge Data sources: Nucleonics Week, Electric Utility Cost Group. Exelon nuclear data excludes Salem.

 

Meeting the Competitive Challenge 2002 2003 2004 2005 2006E* 2007E* Generation 0.58 0.78 0.93 1.57 1.67 3.21 ComEd 1.13 1.18 1.16 0.77 0.78 0.5 PECO 0.7 0.65 0.69 0.76 0.7 0.65 A further shift in relative earnings contribution from Energy Delivery to Generation will occur in 2007 when ComEd becomes a pure wires company and Generation gets a market price for its Midwest production * 2006: represents mid-point of guidance range. 2007: represents Thomson First Call consensus EPS estimate of $4.36 as of 4/1/06 for Exelon stand-alone. Segment results are illustrative only, reflecting Business Services Company and intercompany eliminations. Note: See presentation appendix for adjusted (non-GAAP) operating EPS reconciliations to GAAP $2.41 $2.61 $2.78 $3.10 $3.00-$3.30 (Illustrative)

 

"Deregulation hasn't worked" March 4, 2006 "FPL's increase request blasted" April 1, 2006 "Rising electric bills elicit fury, desperation" March 11, 2006 Meeting the Challenge to Competition Itself "States seek ways to curb surging electricity bills --- Many consumers face jolt arising from '90s changes; Connecticut's 22% increase" February 28, 2006 "Electric bills likely to edge up; Georgia Power seeks to recover higher costs" March 18, 2006

 

Meeting the Challenge in Illinois "ComEd gets fed approval to buy power from its affiliate" December 16, 2005 "ICC unanimously OKs plans for power auction" January 24, 2006 "ComEd: Plan filed to limit increases in bills after auction" March 15, 2006

 

Generation PEG: EXC: Meeting the Merger Challenge Exelon - PSEG Merger will benefit New Jersey Financial strength for new infrastructure investment Improved BGS auction prices largely due to improved generation operations World-class nuclear operations Proposed refunds of $120M through rate credits to PSE&G customers from merger synergies Address environmental initiatives

 

Exelon's Vision: To build exceptional value by becoming the best and most consistently profitable electricity and gas company in the United States. With the merger, Exelon Electric & Gas will achieve the Vision through: Unmatched scale and scope Strong balance sheet and financial discipline Stable growth delivery business with improving operations Exceptional generation business uniquely positioned to benefit from: improving power market fundamentals continuing excellence in operations increasing environmental restrictions on fossil fuels Experienced management team Achieving The Vision

 

Berenson & Company and Wall Street Access Midwest Utility Seminar April 6, 2006 Meeting the Challenge

 

Appendix

 

GAAP EPS Reconciliation 2000-2002

 

GAAP EPS Reconciliation 2003-2005

 

2006 Earnings Guidance The outlook for 2006 adjusted (non-GAAP) operating earnings is Exelon stand-alone and excludes unrealized mark-to-market adjustments from non-trading activities, income resulting from investments in synthetic fuel-producing facilities, significant impairments of intangible assets, certain severance costs, and costs associated with the proposed merger with PSEG. These estimates do not include any impact of future changes to GAAP. Earnings guidance is based on the assumption of normal weather.