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

September 23, 2008

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
1-1839	COMMONWEALTH EDISON COMPANY (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321	36-0938600
000-16844	PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000	23-0970240

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 September 23, 2008, Exelon Corporation (Exelon) will participate in the Merrill Lynch Power & Gas Leaders Conference. Attached as Exhibit 99.1 to this Current Report on Form 8-K are the presentation slides to be used at the conference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Presentation slides

* * * * *

This combined Form 8-K is being furnished separately by Exelon, Exelon Generation Company, LLC, Commonwealth Edison Company and PECO Energy Company (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 those discussed herein as well as those discussed in (1) Exelon’s 2007 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 19; (2) Exelon’s Second Quarter 2008 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 12; 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

COMMONWEALTH EDISON COMPANY

/s/ Robert K. McDonald

Robert K. McDonald

Senior Vice President, Chief Financial Officer,

Treasurer and Chief Risk Officer

Commonwealth Edison Company

PECO ENERGY COMPANY

/s/ Phillip S. Barnett

Phillip S. Barnett

Senior Vice President and Chief Financial Officer

PECO Energy Company

September 23, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation slides

EX-99.1

Sustainable Value

Merrill Lynch

2008 Power & Gas Leaders Conference

New York, NY

September 23, 2008

Matthew Hilzinger

Senior Vice President & Chief Financial Officer

Exhibit 99.1

2

Forward-Looking Statements

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 to differ materially from these forward-looking statements

include those discussed herein as well as those discussed in (1)

Exelon’s 2007 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 19; (2) Exelon’s Second Quarter 2008 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 12; and (3) other factors discussed

in

filings

with

the

Securities

and

Exchange

Commission

by

Exelon

Corporation,

Exelon

Generation Company, LLC, Commonwealth Edison Company, and PECO Energy Company

(Companies).  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 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.

This presentation includes references to adjusted (non-GAAP) operating earnings that exclude

the impact of certain factors. We believe that these adjusted operating earnings are

representative of the underlying operational results of the Companies. Please refer to the

appendix to this presentation for a reconciliation of adjusted (non-GAAP) operating earnings to

GAAP earnings.

3

Key Messages

•

Rock solid in these turbulent financial times

–

Operations are stronger than ever

–

Strong balance sheet and ample access to liquidity

–

Fiscally disciplined with rigorous risk management and hedging programs

•

2009 operating EPS range is expected to be generally flat relative to 2008

–

Driven by a higher anticipated contribution at ComEd, offset by a lower forecasted

contribution at Exelon Generation

–

Pursuing initiatives to address rising O&M and other costs

•

Uniquely positioned to create sustainable value

–

Largest nuclear fleet in the country –

low-cost, low-emission

–

Operating at world-class levels

–

All in competitive markets

4

Rock Solid in These Turbulent Times

•

Nuclear –

profitable under almost any conceivable set of market conditions

•

Hedging program largely protects against commodity movements in the near term

–

~96% financially hedged in 2008

Hedged Against

Short-Term Volatility

in Commodities

•

Maintaining and committed to strong investment grade ratings (Moody’s Baa1

issuer rating and S&P BBB+ corporate credit rating) 

•

$7.3 billion in aggregate credit facility commitments that extend largely through

2012 –

$6.9 billion available as of 9/18/08

–

Over

20

banks

committed

to

the

facility

–

no

bank

has

more

than

10%

of

the

aggregate commitments

Ample Liquidity

•

Power

marketing

activities

are

governed

by

tight

risk

management

policies –

proprietary trading activities are minimal

•

Diversified, high quality counterparties

•

Daily monitoring of positions, exposure and financial condition of counterparties

•

Collateral required from non-investment grade counterparties

Financially

Disciplined

•

World-class

nuclear

operations

–

92.4%

capacity

factor

in

1

st

half

2008

•

Constructive rate cases at ComEd and PECO

–

Final ComEd rate order provides for $273.6 million increase in annual

distribution revenues

–

Preliminary PECO agreement provides for $76.5 million increase in annual

gas revenues, if approved

Strong Operations

Exelon Position

Market

turmoil

may

present

more

attractive

M&A

opportunities

and

Exelon’s

strong

position allows us to be opportunistic about growth

5

Exelon Generation Credit Exposure

Net Exposure After Credit Collateral

(1)

(in millions)

Investment grade

$341

Non-investment grade

108

No external ratings

53

Total

$502

Exelon Generation transacts with a diverse group of counterparties, predominantly all

investment grade, and has ample liquidity to support its operations

Exelon Generation -

Ample Liquidity

•

Aggregate credit facility commitments of $4.8

billion

that

extend

through

2012

–

$4.7

billion

available as of 9/18/08

•

Strong

balance

sheet

–

A3/BBB+

Senior

Unsecured Rating

Net Exposure by Type of Counterparty

(1)

Coal

29%

Financial Institutions

11%

Investor-Owned Utilities,

Marketers, and

Power Producers

59%

Other

1%

(1)

As of June 30, 2008.  Does not include credit risk exposure from uranium  procurement contracts or exposure through Regional Transmission Organizations and

Independent  System Operators.  Additionally, does not include receivables related to the supplier forward agreement  with ComEd  and the PPA with PECO.  

6

2008 -

2009 Operating EPS Drivers

2009E

2008E

$0.45 -

$0.50

$3.45 -

$3.55

$4.15 -

$4.30

ComEd

PECO

Exelon

Generation

+

+

2009 Earnings Drivers

Exelon’s 2009 operating EPS range is forecasted to be generally flat relative to 2008,

driven by a higher expected ComEd contribution offset by

a lower expected ExGen contribution

ComEd

PECO

Exelon

Generation

Holdco

Holdco

Exelon

(1) Primarily reflects 2008 option and uranium settlement gains at Exelon Generation.

3Q08 operating EPS forecasted to

be at the bottom of 26-29% range

$0.30 -

$0.35

Market conditions

ComEd

distribution revenue

PECO gas revenue

Cost initiatives

Pension/OPEB

Inflation

Higher nuclear fuel costs

Nuclear volume

Higher depreciation / amortization

PECO CTC

Discrete

ExGen

gains

(1)

O&M and other

7

Environmental / climate

change concerns

Slowing US economy

and increasing

inflationary cost

pressures

Energy dependence /

geopolitical concerns

Continued strong global

growth in energy

consumption

Declining US reserve

margins

Massive capital

investment

Tightening regulatory

environments

Increasing cost of new

build

Technology

improvements

Increasing commodity

prices

Increasing capacity

prices

Macro Trends

Market Response

Well Positioned to Provide Sustainable Value

Continued strong financial and operating

performance, and long-term earnings growth

driven by unregulated generation

Largest, lowest-cost nuclear fleet in the US, all

in competitive markets

Executing regulatory recovery plan to put

ComEd on a path toward appropriate returns

and solid credit metrics

Managing transition to competitive markets in

Pennsylvania

Increasingly strong cash flows and investment-

grade balance sheet

Alignment of and consistency between value

return, hedging, capital structure and capital

investment policies

Well-positioned to capture growth opportunities

and pursue low carbon energy strategy

Exelon’s Position

8

Appendix

9

ComEd Executing on Regulatory

Recovery Plan

The ICC issued a final Order in ComEd’s distribution rate case –

granting a revenue increase of $273.6 million to take effect on

September 16, 2008:

(14)

345

359

Depreciation and Amortization

$(87)

274

361

Total Revenue Increase

3  

129

132

Other Revenues

(11)

987

998

O&M Expenses

(22)

10.30% ROE /   

45.04% Equity

10.75% ROE /

45.11% Equity

ROE / Cap Structure

$(43)

$6,694

$7,071

Rate Base

Impact on

Revenue

Increase

ICC Order

ComEd

Original

Request

($ in millions)

10

Illinois Power Agency Proposes ComEd

Procurement Plan

In September 2008, the Illinois Power Agency proposed its first

ComEd procurement plan, which will provide for base-load energy

procurement for up to a three-year period

Auction Contracts

Financial Swap

3/08

RFP

Jun 2007

Jun 2008

Jun 2009

Jun 2010

Jun 2011

Jun 2012

Jun 2013

NOTE: For illustrative purposes

only.  Assumes constant load profile

each year. 

2009

2009

Future Procurement by Illinois Power Agency

2010

2010

2011

2012

2011

11

PECO Pursuing Regulatory Path

PECO’s procurement plan

for obtaining default service Post 2010

includes a portfolio of full requirements and spot products competitively

procured through multiple RFP solicitations

Mitigation plan

includes early staggered procurement, post-rate cap 

phase-in, gradual phase-out of declining block rate design, customer

education, enhanced retail choice program, and low-income rate design

changes

A Compact Fluorescent Light bulb rebate program for over 3 million bulbs

An enhanced web-based energy audit / bill analyzer program

Voluntary Residential Direct Load Control (air conditioning cycling)

program for 75,000 customers

Full and current cost recovery for the 3 programs

Early phase-in proposal

provides a voluntary opt-in program for customers

to pre-pay towards 2011 prices

Requested expedited PA PUC approval to allow for implementation July 1,

2009

PECO’s 3Q08 regulatory filings address procurement, rate mitigation, and energy

efficiency –

allowing PECO to execute on its regulatory strategy while continuing to

support comprehensive energy legislation

Early Phase-in Filing

Energy Efficiency

and Demand Side

Response

Default Service

Procurement and

Mitigation Filing

12

Large and Diverse Bank Group

Exelon has

a

large

and

diverse

bank

group

with

over

$7.3

billion

in

aggregate

credit

facility commitments

–

over

20 banks committed to the facility with no bank having more

than 10% of bank commitments.

•

Bank of America, N.A. / Merrill Lynch USA

(2)

•

The Royal Bank of Scotland PLC (RBS)

•

Barclays Bank PLC

•

JP Morgan Chase Bank, N.A.

•

The Bank of Nova Scotia (Scotia)

•

Wachovia Bank, N.A.

•

Citibank, N.A.

•

Commerzbank

AG

•

BNP Paribas

•

Deutsche Bank AG, New York Branch

•

Credit Suisse, Cayman Islands Branch

•

Morgan Stanley Bank

•

UBS Loan Finance LLC

•

The Bank of New York / Mellon Bank, N.A.

•

Mizuho Corporate Bank, LTD

•

Goldman Sachs

(3)

•

The Bank of Tokyo-Mitsubishi UFJ, LTD

•

KeyBank

N.A.

•

U.S. Bank, N.A.

•

SunTrust Bank

•

Union Bank of California, N.A.

•

The Northern Trust Company

•

Malayan

Banking

Berhad

(May

Bank)

•

National City Bank

Banks Committed to Exelon’s Facilities

(1)

(1)

As of September 18, 2008.

(2)

Assumes that Bank of America assumes Merrill Lynch’s previous commitment.

(3)

Includes funding commitments by Williams Street Commitment Corporation, Williams Street Credit Corporation, Goldman Sachs Credit Partners, L.P. 

13

Projected 2008 Key Credit Measures

A3

A2

Baa2

Baa1

Moody’s

Credit

Ratings

(3)

BBB+

A

BBB+

BBB

S&P Credit

Ratings

(3)

3.2x

3.2x

FFO / Interest

ComEd:

16%

14%

FFO / Debt

55%

58%

Rating Agency Debt Ratio

4.7x

4.6x

FFO / Interest

PECO:

22%

19%

FFO / Debt

50%

54%

Rating Agency Debt Ratio

53%

66%

Rating Agency Debt Ratio

71%

43%

FFO / Debt

17.3x

8.4x

FFO / Interest

Exelon

Generation:

65%

32%

6.5x

Without PPA &

Pension / OPEB

(2)

71%

Rating Agency Debt Ratio

25%

FFO / Debt

5.3x

FFO / Interest

Exelon

Consolidated:

With PPA & Pension

/ OPEB

(1)

Notes: Projected credit measures reflect impact of Illinois electric rates and policy settlement.  Exelon, ComEd and PECO metrics exclude securitization debt.  See following slide for

FFO

(Funds

from

Operations)/Interest,

FFO/Debt

and

Adjusted

Book

Debt

Ratio

reconciliations

to

GAAP.

(1)

Reflects S&P updated guidelines, which include imputed debt and interest related to purchased power agreements (PPA), unfunded pension and other postretirement benefits

(OPEB) obligations, capital adequacy for energy trading, operating lease obligations, and other off-balance sheet debt.  Debt is imputed for estimated pension and OPEB

obligations by operating company.

(2)

Excludes items listed in note (1) above.

(3)

Current senior unsecured ratings for Exelon and Generation and senior secured ratings for ComEd and PECO as of 9/18/08.

14

FFO Calculation and Ratios

FFO Calculation

= FFO

-

PECO Transition Bond Principal Paydown

+ Gain

on

Sale,

Extraordinary

Items

and

Other

Non-Cash

Items

(3)

+ Change in Deferred Taxes

+ Depreciation,

amortization

(including

nucl

fuel

amortization),

AFUDC/Cap.

Interest

Add back non-cash items:

Net Income

Adjusted Interest

FFO + Adjusted Interest

= Adjusted Interest

+ 7% of Present Value (PV) of Operating Leases

+ Interest

on

imputed

debt

related

to

PV

of

Purchased

Power

Agreements

(PPA), unfunded Pension and Other Postretirement Benefits (OPEB)

obligations,

and

Capital

Adequacy

for

Energy

Trading

(2)

,

as

applicable

-

PECO Transition Bond Interest Expense

Net Interest Expense (Before AFUDC & Cap. Interest)

FFO Interest Coverage

+ Capital Adequacy for Energy Trading 

(2)

FFO

= Adjusted Debt

+ PV of Operating Leases

+ 100%

of

PV

of

Purchased

Power

Agreements

(2)

+ Unfunded

Pension

and

OPEB

obligations

(2)

+ A/R Financing

Add off-balance sheet debt equivalents:

-

PECO Transition Bond Principal Balance

+ STD

+ LTD

Debt:

Adjusted Debt

(1)

FFO Debt Coverage

Rating Agency Capitalization

Rating Agency Debt

Total Adjusted Capitalization

Adjusted Book Debt

= Total Rating Agency Capitalization

+ Off-balance sheet debt equivalents 

(2)

-

Goodwill

Total Adjusted Capitalization

= Rating Agency Debt

+ ComEd Transition Bond Principal Balance

+ Off-balance

sheet

debt

equivalents

(2)

Adjusted Book Debt

= Total Adjusted Capitalization

+ Adjusted Book Debt

+ Preferred Securities of Subsidiaries

+ Total Shareholders' Equity

Capitalization:

= Adjusted Book Debt

-

Transition Bond Principal Balance

+ STD

+ LTD

Debt:

Debt to Total Cap

Note: Reflects S&P guidelines and company forecast.  FFO and Debt related to non-recourse debt are excluded from the calculations.

(1) Uses current year-end adjusted debt balance.

(2) Metrics are calculated in presentation unadjusted and adjusted for debt equivalents and related interest for PPAs, unfunded Pension and OPEB obligations, and Capital

Adequacy for Energy Trading.

(3) Reflects depreciation adjustment for PPAs and decommissioning interest income and contributions.

15

30

35

40

45

50

55

60

65

70

75

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

Forward NYMEX Natural Gas

PJM-West and Ni-Hub On-Peak Forward Prices

PJM-West and Ni-Hub Wrap Forward Prices

2010 Ni-Hub

2011 Ni-Hub

2011 PJM-West

2010 PJM-West

2010

2011

Market Price Snapshot

Rolling 12 months, as of September 17, 2008. Source: OTC quotes and electronic trading system. Quotes are daily.

2010 Ni-Hub

2011 Ni-Hub

2011 PJM-West

2010 PJM-West

Forward NYMEX Coal

2010

2011

55

65

75

85

95

105

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

7

7.5

8

8.5

9

9.5

10

10.5

11

11.5

12

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

50

60

70

80

90

100

110

120

130

140

150

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

2011

2010

2010

2011

2010

2011

Houston Ship Channel Natural Gas

Forward Prices

ERCOT North On-Peak Forward Prices

ERCOT North On-Peak v. Houston Ship Channel

Implied Heat Rate

2010

2011

ERCOT On Peak Spark Spread

Assumes a 7.2 Heat Rate, $1.50 O&M, and $.15 adder

Market Price Snapshot

Rolling 12 months, as of September 17, 2008. Source: OTC quotes and electronic trading system. Quotes are daily.

8

8.2

8.4

8.6

8.8

9

9.2

9.4

9.6

9.8

10

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

65

70

75

80

85

90

95

100

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

7

7.5

8

8.5

9

9.5

10

10.5

11

11.5

12

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

7.5

8.5

9.5

10.5

11.5

12.5

13.5

14.5

15.5

16.5

17.5

18.5

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

9/08

16

17

2008/2009 Earnings Outlook

•

Exelon’s outlook for 2008/2009 adjusted (non-GAAP) operating

earnings excludes the earnings impacts of the following:

•

Mark-to-market adjustments from economic hedging activities

•

Unrealized gains and losses from nuclear decommissioning trust fund investments

•

Significant impairments of assets, including goodwill

•

Significant changes in decommissioning obligation estimates

•

Costs associated with the Illinois electric rate settlement agreement, including ComEd’s

previously announced customer rate relief programs

•

Costs associated with ComEd’s settlement with the City of Chicago

•

Other unusual items

•

Significant future changes to GAAP

•

Both our operating earnings and GAAP earnings guidance are

based on the assumption of normal weather for the remainder of

2008 and for full year 2009