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
November 16, 2004
Date of Report (Date of earliest event reported)
Commission File Exact Name of Registrant as Specified in Its Charter; State of IRS Employer
Number Incorporation; Address of Principal Executive Offices; and Identification Number
Telephone Number
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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)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
Section 9 - Financial Statements and Exhibits
Item 9.01(c) - Financial Statements and Exhibits
On November 16, 2004, Commonwealth Edison Company (ComEd), a subsidiary of
Exelon Corporation (Exelon), announced the results of its tender offers for any
and all of the outstanding principal amount of its First Mortgage 7% Bonds,
Series 93, due July 1, 2005 (Series 93 Bonds); its 6.40% Notes due October 15,
2005 (6.40% Notes); and its First Mortgage 8-3/8% Bonds, Series 78, due October
15, 2006 (Series 78 Bonds). Attached as Exhibit 99 to this Current Report on
Form 8-K is the news release.
*****
This combined Form 8-K is being furnished separately by Exelon and ComEd
(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' 2003 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' 2003 Annual Report on Form 10-K--ITEM 8.
Financial Statements and Supplementary Data: Exelon--Note 19, ComEd--Note 15,
PECO--Note 14 and Generation--Note 13 and (c) other factors discussed in filings
with the United States Securities 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
COMMONWEALTH EDISON COMPANY
/s/ Robert S. Shapard
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Robert S. Shapard
Executive Vice President and Chief Financial Officer
Exelon Corporation
November 16, 2004
Exhibit 99
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[COMED LOGO OMITTED]
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News Release
From: Commonwealth Edison FOR IMMEDIATE RELEASE
Media Relations ---------------------
Chicago, IL 60680-5379 Tuesday, Nov. 16, 2004
Contact: Kellie Szabo
312-394-3071
ComEd Announces Results of Tender Offers
Chicago - Commonwealth Edison Company (ComEd), a subsidiary of Exelon
Corporation (NYSE: EXC), today announced the results of its tender offers for
any and all of the outstanding principal amount of its First Mortgage 7% Bonds,
Series 93, due July 1, 2005 (Series 93 Bonds); its 6.40% Notes due October 15,
2005 (6.40% Notes); and its First Mortgage 8-3/8% Bonds, Series 78, due October
15, 2006 (Series 78 Bonds). The offers commenced on November 5, 2004, and
expired at 5:00 p.m., New York City time on November 15, 2004.
The depositary agent, Global Bondholder Services Corporation, has informed us
that an aggregate principal amount of $62,090,000 of the Series 93 Bonds,
$127,976,000 of the 6.40% Notes and $93,979,000 of the Series 78 Bonds were
tendered in the offers. The total amount of principal repurchased through the
offers was $284,045,000.
Banc of America Securities LLC, Credit Suisse First Boston LLC and Citigroup
Global Markets Inc. acted as Dealer Managers for the offers.
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Commonwealth Edison Company (ComEd) is a unit of Chicago-based Exelon
Corporation (NYSE: EXC) one of the nation's largest electric utilities with more
than $15 billion in revenues and a customer base of five million. ComEd provides
service to approximately 3.5 million customers across Northern Illinois, or 70
percent of the state's population.
