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 4, 2005
Date of Report (Date of earliest event reported)
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Commission File
Number
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Exact Name of Registrant as Specified in
Its Charter; State of Incorporation;
Address of Principal Executive Offices;
and Telephone Number
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IRS Employer
Identification Number |
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1-16169
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EXELON CORPORATION
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23-2990190 |
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a Pennsylvania corporation) |
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10 South Dearborn Street – 37th Floor |
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P.O. Box 805379 |
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Chicago, Illinois 60680-5379 |
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(312) 394-7398 |
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1-1839
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COMMONWEALTH EDISON COMPANY
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36-0938600 |
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(an Illinois corporation) |
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10 South Dearborn Street – 37th Floor |
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P.O. Box 805379 |
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Chicago, Illinois 60680-5379 |
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(312) 394-4321 |
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1-1401
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PECO ENERGY COMPANY
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23-0970240 |
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(a Pennsylvania corporation) |
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P.O. Box 8699 |
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2301 Market Street |
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Philadelphia, Pennsylvania 19101-8699 |
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(215) 841-4000 |
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333-85496
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EXELON GENERATION COMPANY, LLC
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23-3064219 |
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(a Pennsylvania limited liability company) |
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300 Exelon Way |
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Kennett Square, Pennsylvania 19348 |
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(610) 765-6900 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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
On November 6 -9, 2005, Exelon Corporation (Exelon) will participate in the Edison Electric
Institute Financial Conference in Hollywood, Florida. Attached as Exhibit 99 to this Current
Report on Form 8-K are the slides and handouts to be used at the conference. The handouts include
relevant excerpts from the Illinois Public Utilities Act relating to ComEd’s energy procurement
proposals; excerpts from testimony of experts of the Illinois Attorney General, Citizen’s Utility
Board and Cook County States’ Attorney in ComEd’s energy procurement case pending before the
Illinois Commerce Commission (ICC); three position papers summarizing the basis for ComEd’s
positions with respect to the ICC’s authority to approve an auction in the energy procurement case,
ComEd’s right to recover its costs, and the Federal Energy Regulatory Commission’s authority with
respect to affiliate power contracts; and case schedules for various ComEd-related proceedings and
merger regulatory proceedings.
* * * * *
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.
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 (1) the Exelon Companies’ 2004 Annual Report on Form 10-K in (a) ITEM 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations-Business Outlook and the
Challenges in Managing the Business for each of Exelon, ComEd, PECO and Generation and (b) ITEM 8.
Financial Statements and Supplementary Data: Exelon-Note 20, ComEd-Note 15, PECO-Note 14 and
Generation-Note 16 and (2) Exelon’s Current Report on Form 8-K filed on May 13, 2005 in (a) Exhibit
99.2, Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Exelon — Business Outlook and the Challenges in Managing the Business and (b) Exhibit 99.3,
Financial Statements and Supplementary Data — Exelon Corporation and (3) other factors discussed in
filings with the Securities and Exchange Commission (SEC) by the Exelon Companies. The factors that
could cause actual results of Public Service Enterprise Group Incorporated (PSEG), Public Service
Electric and Gas Company, PSEG Power LLC, and PSEG Energy Holdings L.L.C. (collectively, the PSEG
Companies) to differ materially from these forward-looking statements include those discussed
herein as well as those discussed in (1) the PSEG Companies’ Quarterly Report on Form 10-Q for the
period ended September 30, 2005, in (a) Forward Looking Statements and (b) ITEM 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations and (2) other factors
discussed in filings with the SEC by the PSEG 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.