8-K

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

June 12, 2009

Date of Report (Date of earliest event reported)

Commission File Number	Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number	IRS Employer Identification Number
1-16169	EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398	23-2990190
333-85496	EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959	23-3064219

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 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On June 12, 2009 Exelon Corporation (Exelon) announced planned power uprates across its nuclear fleet. A copy of the press release and related presentations slides are attached hereto as Exhibits 99.1 and 99.2, respectively.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release
99.2	Presentation slides

* * * * *

This combined Form 8-K is being furnished separately by Exelon and Exelon Generation Company, LLC (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 Current Report 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 to differ materially from these forward-looking statements include Exelon’s ability to achieve the full additional capacity contemplated by the proposed uprates, the availability of required components and raw materials, and the timing to complete the proposed uprates and obtain required regulatory approvals as well as those discussed in (1) Exelon’s 2008 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s First Quarter 2009 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; and (3) other factors discussed in filings with the Securities and Exchange Commission 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 Current 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 Current Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each 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/    Matthew F. Hilzinger

Matthew F. Hilzinger

Senior Vice President and Chief Financial Officer

Exelon Corporation

June 12, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release
99.2	Presentation slides

EX-99.1

Exhibit 99.1

Contact: Marshall Murphy Exelon Nuclear Communications 630-657-4206

Successful Power Uprate at One Exelon Plant

Begins Eight-Year Expansion Equal to a New Nuclear Station

Chicago, IL (June 12, 2009) – An approximate 38-megawatt increase in output at an Exelon Nuclear plant last week launched a series of planned power uprates across the company’s nuclear fleet that will generate between 1,300 and 1,500 megawatts of additional generation capacity within eight years without turning a spade of earth, Exelon Nuclear President and Chief Nuclear Officer Charles (Chip) Pardee said today.

The first of the new, carbon-free nuclear megawatts was officially confirmed last week following equipment upgrades at Exelon’s Quad Cities nuclear plant near Cordova, Ill. Other uprate projects are underway and Exelon plans to have the full measure of new megawatts on the grid by 2017.

“With these uprates, we will be able to produce the equivalent output of a new advanced nuclear reactor, and we’ll bring it to market in a timeframe commensurate with the fastest new construction,” Pardee said. “These uprates are a critical component of Exelon 2020, the company’s plan to eliminate the equivalent of its 2001 carbon footprint by 2020.”

Uprate projects improve the efficiency and increase electricity output of a nuclear generating unit through upgrades to plant equipment. The projects take advantage of new production and measurement technologies, new materials and learning from a half-century of nuclear power operations.

“We have a proven record of achieving additional output at our plants through equipment upgrades and efficiency improvements,” Pardee said. “Nuclear uprates are safe, economical and add to the long-term safety and improved efficiency of a nuclear plant.”

Exelon’s uprate projects use proven technologies and are overseen by the Nuclear Regulatory Commission. They fall into four general categories:

• “Measurement uncertainty recapture” (MUR) uprates, in which more accurate metering allows more precise reactor operations and more electrical output. MUR uprates increase reactor thermal power and require NRC approval.

• Extended power uprates, in which reactor power can be safely increased by up to 20 percent after careful, rigorous analysis, equipment upgrades and NRC approval.

• Generator rewinds, in which replacing certain generator components with new copper makes it possible for the generator to produce more electricity. Power plants will continue to meet all NRC license basis requirements.

• Turbine retrofits, in which advanced technology has allowed production of new and better shapes and sizes of turbine parts, such as blades, rotors and casings. These new parts make the turbines more efficient, akin to improving the gas mileage on an automobile by using computer-controlled fuel injection rather than a carburetor. Power plants will continue to meet all NRC license basis requirements.

In addition to producing more megawatts, these component upgrades improve the reliability of the units and support operating license extensions, which require extensive review of plant equipment condition.

Uprate projects are underway at Exelon’s Limerick and Peach Bottom nuclear stations in Pennsylvania and the Dresden, LaSalle and Quad-Cities plants in Illinois. Those are expected to produce nearly a quarter of the new megawatts.

The remainder of uprate megawatts will come from additional projects at nine Exelon plants beginning in 2010 and ending in 2017.

At 1,500 nuclear-generated megawatts, the uprates would displace 8 million metric tons of carbon emissions annually that would otherwise come from burning fossil fuels.

Exelon operates the largest fleet of commercial nuclear reactors in the United States and the third largest in the world. A series of plant upgrades and uprates over the past 10 years have already added approximately 1,100 new megawatts to Exelon Nuclear’s generation.

###

Exelon Corporation is one of the nation’s largest electric utilities with approximately $19 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and southeastern Pennsylvania and natural gas to approximately 485,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.

Forward Looking Statement

This communication includes forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The factors that could cause actual results to differ materially from these forward-looking statements include Exelon’s ability to achieve the full additional capacity contemplated by the proposed uprates, the availability of required components and raw materials, and the timing to complete the proposed uprates and obtain regulatory approvals as well those discussed in (1) Exelon’s 2008 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s First Quarter 2009 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; and (3) other factors discussed in filings with the Securities and Exchange Commission by Exelon Corporation or Exelon Generation Company LLC (Companies). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this communication. Neither of the Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication, except as required by law.

2

EX-99.2

Exelon Generation Nuclear Uprate Projects

June 12, 2009

Exhibit 99.2

2

This presentation includes forward-looking statements.  There are a number of risks and uncertainties that

could cause actual results to differ materially from the forward-looking statements made herein.  The

factors that could cause actual results to differ materially from these forward-looking statements include

Exelon’s ability to achieve the full additional capacity contemplated by the proposed uprates, the

availability of required components and raw materials, and the timing to complete the proposed uprates

and obtain required regulatory approvals as well as those discussed in (1) Exelon’s 2008 Annual Report

on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of

Financial Condition and Results of Operation and (c) ITEM 8.  Financial Statements and Supplementary

Data: Note 18;  (2) Exelon’s First Quarter 2009 Quarterly Report on Form 10-Q in (a) Part II, Other

Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements:

Note 13; and (3) other factors discussed in filings with the Securities and Exchange Commission by

Exelon Corporation or Exelon Generation Company LLC (Companies).

Readers are cautioned not to

place undue reliance on these forward-looking statements, which apply only as of the date of this

communication.  Neither of the Companies undertakes any obligation to publicly release any revision to its

forward-looking statements to reflect events or circumstances after the date of this communication, except

as required by law.

Forward-Looking Statements

3

•

A successful 38-megawatt power uprate at Quad Cities in June 2009 launched a series

of planned power uprates across Exelon’s nuclear fleet

•

Uprates equivalent in size of a new nuclear plant but significantly lower cost and shorter

timeline

•

1,300 –

1,500 MW

•

$3.5

billion

($2,200

–

2,500

/

kW)

1

through

2017

•

Positive

economics,

coming

on-line

between

2009

–

2017

•

Capitalizes on Exelon’s proven track record of executing uprates

•

Contributes to long-term asset management and equipment reliability

•

Cost-effective growth option

•

Key component of Exelon 2020 low carbon roadmap

Uprate projects on existing assets provide cost-effective growth and leverage

Exelon’s operational excellence

Exelon Generation Nuclear

Uprate Projects

1

Dollars shown are overnight cost, cost per kW are for MUR and EPU combined

MUR (Measurement Uncertainty Recapture)

Through the use of advanced techniques and more precise

instrumentation, reactor power can be more accurately calculated.

These uprates achieve up to 1.7 percent additional output. MUR

uprates require NRC approval.

Categories of Nuclear Power Uprates

Uprates

Overnight

Cost

187 –

234 MW

$300M

899 –

1016 MW

$2,400M

237 –

266 MW

$800M

EPU (Extended Power Uprate)

Through a combination of more sophisticated analysis and upgrades to

plant equipment, uprates can be obtained for as much as 20 percent of

original licensed power level. EPU uprates require NRC approval.

MW Recovery and Component Upgrades

Replacement

of

major

components

in

the

plant

occur

in

the

normal

life

cycle process –

with

newer technology, replacements result in increased

efficiency. Equipment includes generators, turbines, motors and

transformers. MW Recovery and Component Upgrades must conform to

NRC standards, but do not require additional NRC approval.

4

Project

Duration Time

2 years

3 -

5 years

2 -

3 years

~1,300 –

1,500 MW

$3.5B

Exelon conducts a rigorous engineering and economic

evaluation analysis for each project at each site

Parameters

Strategic

Value

Grow

Value

Regulatory

Feasibility

Execution

Feasibility

Supports Exelon 2020

Creates additional low-carbon generation capacity

Creates long-term value

Straightforward regulatory and environmental licenses,

permits and approvals

Dedicated project management team

Proven technology design

Evaluation Parameters

5

•

Exelon has substantial experience managing successful uprate projects

•

1,100 MWs of increased nuclear capacity over the past 10 years

•

Incremental 1,300 –

1,500 MWs of nuclear uprates are safe, economical and

proven methods to improve efficiency and output

Track Record of Execution

Staggered execution provides for continued re-evaluation of project economics

6

EPUs

MURs

MW Recovery and

Component Upgrades

Maximum Potential MWs

Year Uprates Become Operational

1,100 MW

1,300 –

1,500 MW

Uprate Execution Plan

Total Uprate

Projects 

2008

-

2009

2010

2011

2012

2013

2014

2015

2016

2017

2008

-

2017

$225

$350

$550

$675

$625

$725

$725

$400

$150

$4,425

Experienced project management organization in place

Engineering evaluation incorporates industry and Exelon

lessons learned

Project plan execution

•

Logically sequenced

•

Phased to leverage experience, ensure best use of

resources

•

Project offramps

in place as needed to defer or cancel

7

Exelon has an executable, strategically sequenced, project implementation plan

1

Dollars shown are nominal, reflecting 6% escalation, in millions

1

Locations of Nuclear Power

Uprate Projects

8

•

Nuclear uprates span across nine plants

Exelon’s $2,200 –

2,500 / kW overnight cost for its MUR and EPU projects

is better value than the cost for a nuclear new build that has been

estimated as high as $4,500 / kW (2007 dollars)

Base

Maximum

Case

Potential

MW

MW

Braidwood -

MUR

34

-

42

2012

Byron -

MUR

34

-

42

2012

Clinton -

EPU

17

-

17

2016

Clinton -

EPU

2

-

3

2010

Dresden -

MW Recovery & Component Upgrades

103

-

110

2012

Dresden -

MW Recovery & Component Upgrades

5

-

5

2011

Dresden -

MUR

25

-

31

2014

LaSalle -

MUR

32

-

40

2011

LaSalle -

EPU

303

-

336

2016

Limerick -

MUR

33

-

41

2011

Limerick -

MW Recovery & Component Upgrades

6

-

6

2012

Limerick -

EPU

306

-

340

2017

Peach Bottom -

MW Recovery & Component Upgrades

25

-

32

2012

Peach Bottom -

EPU

134

-

148

2015

Peach Bottom -

MW Recovery & Component Upgrades

3

-

3

2014

Quad Cities -

MUR

19

-

23

2013

Quad Cities -

MW Recovery & Component Upgrades

95

-

110

2011

TMI -

EPU

138

-

172

2016

TMI -

MUR

12

-

15

2014

Total

1,323

-

1,516

Year of Operation