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 27, 2005
Date of Report (Date of earliest event reported)
| | | | | |
| | | Exact Name of Registrant as Specified in Its Charter; State of | | IRS Employer |
| Commission File | | Incorporation; Address of Principal Executive Offices; and | | Identification |
| Number | | Telephone Number | | Number |
| 1-16198 | | 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 | | |
| | | | | |
| 1-1401 | | 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
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On September 27-28, 2005, Exelon Corporation (Exelon) will participate in the Merrill Lynch Power & Gas Leaders Conference in New York City. Attached as Exhibit 99 to this Current Report on Form 8-K are the slides and handouts to be used at the conference. During the conference, Exelon will announce that given first half results and the results of July and August, Exelon anticipates that adjusted (non-GAAP) year-end operating earnings will be in the upper half of the range of Exelon’s most recently announced guidance for adjusted (non-GAAP) operating earnings, which was $3.00 to $3.15 for 2005. A reconciliation of GAAP earnings to adjusted (non-GAAP) operating earnings is included in the appendix to the slides attached as Exhibit 99.
* * * * *
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’ 2004 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’ 2004 Annual Report on Form 10-K—ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 20, ComEd—Note 15, PECO—Note 14 and Generation—Note 16, (c) Exelon’s Current Report on Form 8-K filed on May 13, 2005, including those discussed in Exhibit 99.2 “Management’s Discussion and Analysis of Financial Condition and Results of Operation ” and Exhibit 99.3 “Financial Statements and Supplementary Data”, (d) Generation’s Current Report on Form 8-K filed on May 13, 2005, including those discussed in Exhibit 99.5 “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and Exhibit 99.6 “Financial Statements and Supplementary Data” and (e) 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.
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 |
| | | PECO ENERGY COMPANY |
| | | EXELON GENERATION COMPANY, LLC |
| | | |
| | | /s/ J. Barry Mitchell |
| | | |
| | | J. Barry Mitchell |
| | | Senior Vice President, Chief Financial Officer |
| | | and Treasurer |
September 27, 2005
