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

September 15, 2006
Date of Report (Date of earliest event reported)

		Exact Name of Registrant
		as Specified in Its
		Charter; State of
		Incorporation; Address
		of Principal Executive		IRS Employer
Commission File		Offices; and Telephone		Identification
Number		Number		Number
333-85496		EXELON GENERATION COMPANY, LLC		23-3064219
		(a Pennsylvania limited liability company)
		300 Exelon Way
		Kennett Square, Pennsylvania 19348
		(610) 765-6900
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

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 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

Exelon Generation Company, LLC (Generation) participated as one of the bidders in the recently completed descending clock auction competitive bidding process held to supply the entire retail load for Commonwealth Edison Company and the Ameren Illinois Utilities in 2007 that does not choose a competitive Retail Electric Supplier. Generation was one of the 16 winning suppliers. Thirty days before delivery of the power (approximately December 1, 2006) the Auction Manager and the Illinois Commerce Commission (ICC) Staff will submit a public report reflecting the number of tranches won by each supplier of each specific product auctioned. Background information on the auction is attached as Exhibit 99.1 to this Report on Form 8-K.

* * * * *

This combined Form 8-K is being filed separately by Exelon Corporation (Exelon) and Generation (together, 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.

Forward-Looking Statements

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, which 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: Exelon—Note 20 and Generation—Note 17 and (c) other factors discussed in filings with the SEC by Exelon and Generation. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Neither Exelon nor Generation undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Illinois Auction Update as of September 15, 2006

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/ John F. Young
		John F. Young Executive Vice President, Finance and Markets, and Chief Financial Officer
		Exelon Corporation
September 18, 2006

ILLINOIS AUCTION UPDATE
9/15/06

Auction Process
The first wholesale electricity auction in Illinois commenced on September 5, 2006 and concluded on September 8, 2006. Over 20 suppliers registered to bid to supply the load for the two Illinois utilities — ComEd and Ameren.

Suppliers were limited to winning no more than 35% in either the fixed price section or the hourly price section of the auction.

Refer to the chart below for a snapshot of the auction processes as filed in prior investor presentations.

ComEd — Auction Process

Fixed Price Auction Descriptions
On September 14, 2006, the Illinois Commerce Commission (“ICC”) approved the results of the auction for fixed-price customers (CPP-A and CPP-B). This result means that ComEd will be able to execute contracts and pass-through prices for the majority of customers with loads up to 3MW.

The ICC did, however, decide to investigate the auction results from the hourly, or “real-time”, pricing section (CPP-H) of the auction. This product is offered to customers 3MW and above (ComEd’s 400 largest customers). Of these customers, approximately 80% currently receive supply from a Retail Electric Supplier (“RES”). Consequently, the expected load for this product is small. Although the ICC conceded that the process worked as expected, concern was expressed over the final prices. ComEd, Ameren, ICC Staff and the Auction Manager will meet within 10 business days to consider alternatives. Alternatives could include buying electricity from PJM in the spot market.

Refer to chart below for the term structures for the auction (CPP-A and CPP-B) discussed above.

Term Structures for Fixed Price Auctions

Clearing Prices
The preliminary clearing prices for ComEd, which will form the basis of retail rates starting in January 2007, are listed below.

ComEd — Wholesale Prices for Auction Products (in $/MWh)

CPP-B 17-months		CPP-B 29-months				CPP-B 41-months				CPP-A 17-months
63.96			64.00				63.33				90.12

Source: www.illinois-auction.com

Blended Price: $63.76/MWh
Residential Rate: 10.5¢ (compared to 8.67¢ in 2006)

Winning Suppliers
There were 16 winning bidders in the auction, including: Ameren Energy Marketing Company, American Electric Power Service Corporation, Conectiv Energy Supply, Inc., Constellation Energy Commodities Group, Inc., DTE Energy Trading, Inc., Dynegy Power Marketing, Inc., Edison Mission Marketing & Trading, Inc., Energy America, LLC, Exelon Generation Co., LLC, FPL Energy Power Marketing, Inc., J. Aron & Company, J. P. Morgan Ventures Energy Corporation, Morgan Stanley Capital Group, Inc., PPL EnergyPlus, LLC, Sempra Energy Trading Corp., and WPS Energy Services, Inc.

Thirty days before delivery of the power (around December 1, 2006), the Auction Manager and the ICC Staff will submit a public report reflecting the volumes (number of tranches of each product) won by the winning suppliers.

Source: www.illinois-auction.com

ICC Press Release
The ICC press release on the auction can be found on the [ICC website at www.icc.illinois.gov] and the auction website www.illinois-auction.com.