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

February 11, 2004
(Date of earliest
event reported)

Commission File	Name of Registrant; State of Incorporation;Address of	IRS Employer
Number	Principal Executive Offices; and Telephone Number	Identification Number
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
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

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure
SIGNATURES
Slide Presentations
Handout - Adjusted Operating
Handout - non GAAP
Handout - GAAP
Handout - 2004 Earnings Guidance

Item 9. Regulation FD Disclosure

On February 11, 2004, Exelon Corporation (Exelon) will participate in the UBS Natural Gas and Electric Utility Conference in New York City, and on February 16, 2004, Exelon will participate in the Edison Electric Institute International Utility Conference in London. Attached as Exhibits to this Current Report on Form 8-K are the slides and handouts to be used in the presentations.

Exhibit Index

Exhibit No.	Description
99.1	Slide Presentations
99.2	Handout -- Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income
99.3	Handout - Consolidated Balance Sheet - Selected Data
99.4	Handout -- Reconciliation of GAAP Reported and Adjusted (non-GAAP) Operating Earnings per Diluted Share
99.5	Handout - 2004 Earnings Guidance

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 filed 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’ 2002 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’ 2002 Annual Report on Form 10-K — ITEM 8. Financial Statements and Supplementary Data: Exelon — Note 19, ComEd — Note 16, PECO — Note 18 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 PECO ENERGY COMPANY EXELON GENERATION COMPANY, LLC
	/s/ Robert S. Shapard
	Robert S. Shapard
February 11, 2004	Executive Vice President and Chief Financial Officer Exelon Corporation

EX-99.1

EXHIBIT 99.1

The Exelon Way Robert S. Shapard Executive Vice President and CFO UBS Natural Gas & Electric Utilities Conference New York City February 11, 2004 Exelon Corporation

This presentation contains certain 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 discussed herein as well as those discussed in Exelon Corporation's 2002 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 Our Business for Exelon, ComEd, PECO and Generation and (b) ITEM 8. Financial Statements and Supplementary Data: Exelon-Note 19, ComEd-Note 16, PECO-Note 18 and Generation-Note 13, and (c) other factors discussed in filings with the Securities and Exchange Commission (SEC) by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company, LLC (Registrants). 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 Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this presentation. Forward-Looking Statements

Accomplishments - Creating Real Value Provided average annual growth of 10.6% in adjusted (non-GAAP) operating EPS*, excluding unusual items, and 9.2% in dividends Retired $1.9 billion of transition debt and refinanced/ retired $5.0 billion of other debt, resulting in total interest expense reduction of about $219 million Achieved 93.5% average annual nuclear capacity factor Since Exelon was created in late 2000: * See presentation appendix for reconciliation to GAAP reported EPS.

2003 Financial Highlights * Excludes project debt and cash flows; 2003 is preliminary. Note: See presentation appendix for reconciliation to GAAP reported results. Adjusted (non-GAAP) Operating Year ended December 31 ($ in millions, except per share data) 2003 2002 % Increase Operating Revenues 15,812 14,955 5.7 Net Income 1,714 1,566 9.5 Avg. Shares - Diluted (millions) 329 325 1.2 Earnings per Share - Diluted $5.22 $4.83 8.1 Dividend per Share - Paid $1.92 $1.76 9.1 Dividend per Share - Declared (1/04, 1/03) $2.20 $1.84 19.6 Market Cap at December 31 21,775 17,061 27.6 Funds from Operations Interest Coverage* 7.3x 6.5x -

ComEd 2007 Transition

Non-Wires Bundled Tariff for Mass Market 2003 Actual* 2007 Estimate RES SCI LCI LCI (< 3 MW) Non-Wires Rate 49 43 49.9 49.9 48.9 28 Line Losses 3 3 Wires Rate 25 31 35.1 15.1 10.1 3 77 77 Assumes 25% increase in wires charges to recover investment in transmission and distribution infrastructure. * Representative of unbundling of existing tariff. Note: Mass Market represents residential and small commercial and industrial customer classes.

2004E 2005E 2006E 2007E 2008E 2009E 2010E (Peak Demand - Interruptibles) + 16% 64069 65518 67068 68761 70233 71791 73190 Capacity 68208 69103 69610 69602 70341 71868 73223 MAIN Region: Projected Peak Demand vs. Capacity Source: Platts

Financial Forecast

Exelon Consolidated Key Assumptions

2003 Weather/Sales Ent. Losses CTC Depr./Nuc Outages )&M Expenses Pension/OPEB Genco RNF AmerGen Interest Exelon Way 2004 Invisible dataset 5.22 5.39 5.36 5.18 5.06 4.98 4.98 5.15 5.25 5.36 Green 5.22 0.17 0.29 0.32 0.18 0.12 0.08 0.17 0.1 0.11 0.3 5.65 2003 2004E Interest O&M Expenses ComEd CTC Genco Rev. net Fuel Midwest Gen Exelon Way Other Risks and Opportunities +/- CTC Reset +/- Weather +/- Economy +/- Natural Gas Prices Expected EPS Drivers Depr./Amort. Nuclear Outages PECO CTC/Amort. 2004 Adjusted (non-GAAP) Operating EPS Guidance: $5.35 - $5.65 Sales Growth Normal Weather Stop Enterprises Losses Pension/ OPEB Expense AmerGen See presentation appendix for reconciliation to GAAP reported EPS.

O&M and CapEx Targets ($ millions) 2004 Annual Impact O&M* CapEx Total GenCo $ 80 $ 65 $ 145 $ 115 $ 125 $ 240 EED** 130 135 265 215 295 510 Total $ 210 $ 200 $ 410 $ 330 $ 420 $ 750 Cash Flow Summary 2004 Impacts GenCo $ 50 $ 65 $ 115 $ 71 $ 125 $ 196 EED 81 135 216 133 295 428 Total $ 131 $ 200 $ 331 $ 204 $ 420 $ 624 O&M CapEx Total 2006 Annual Impact O&M* CapEx Total Key Points Realized more than $170 million in O&M and capital ramp-up savings in 2003 towards 2004 goal Achieved 1,275 position reductions in 2003 for 2004 and expect 1,900 by 2006 Severance costs accrued for planned reductions through 2004; accrual for 2005 reductions expected year end 2004 Savings exclude severance costs and are net of other costs-to-achieve (which are not expected to be significant) 2006 Impacts O&M CapEx Total * Pre-tax ** Exelon Energy Delivery

2004 Cash Flow ($ in millions) 2004E Cash from Operations 3,880 Pension Funding (360) Net Cash from Operations 3,520 Requirements: Capital Expenditures (1,860) Common Dividends (730) Transition Debt (630) Total (3,220) Free Cash Flow Goal 300

Sources of Free Cash 2004-2006 ($ in millions) 2004-2006E The Exelon Way Commitment 1,000+ Resolution of Boston Generating and Sithe 400 Sale of Exelon Enterprises Businesses 200 Synthetic Fuels Investment 120 Total 1,720+

Positioned for Success Large, low-cost generation portfolio Large, stable retail customer base The Exelon Way initiatives Strong credit position Strong free cash flow Earnings growth without wholesale price recovery

Q&A

EX-99.2

EXHIBIT 99.2

EXELON CORPORATION
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income
(unaudited)
(in millions, except per share data)

	Year Ended December 31, 2003										Year Ended December 31, 2002
								Adjusted										Adjusted
	GAAP(a)			Adjustments				Non-GAAP			GAAP(a)			Adjustments				Non-GAAP
Operating revenues	$	15,812		$	—			$	15,812		$	14,955		$	—			$	14,955
Operating expenses
Purchased power		3,841			—				3,841			3,535			—				3,535
Fuel		2,534			—				2,534			1,727			—				1,727
Impairment of Boston Generating		945			(945	)	(b)		—			—			—				—
Operating and maintenance		4,587			(350	)	(c),(d),(e),(f)		4,237			4,345			(10	)	(j)		4,335
Depreciation and amortization		1,126			—				1,126			1,340			—				1,340
Taxes other than income		581			74		(g)		655			709			—				709
Total operating expenses		13,614			(1,221	)			12,393			11,656			(10	)			11,646
Operating income		2,198			1,221				3,419			3,299			10				3,309
Other income and deductions
Interest expense		(881	)		—				(881	)		(966	)		—				(966	)
Distributions on preferred securities of subsidiaries		(39	)		—				(39	)		(45	)		—				(45	)
Equity in earnings of unconsolidated affiliates		33			4		(d)		37			80			—				80
Other, net		(187	)		276		(c),(f),(h)		89			300			(198	)	(k)		102
Total other income and deductions		(1,074	)		280				(794	)		(631	)		(198	)			(829	)
Income before income taxes and cumulative effect of changes in accounting principles		1,124			1,501				2,625			2,668			(188	)			2,480
Income taxes		331			580				911			998			(84	)			914
Income before cumulative effect of changes in accounting principles		793			921				1,714			1,670			(104	)			1,566
Cumulative effect of changes in accounting principles, net of income taxes		112			(112	)	(i)		—			(230	)		230		(l)		—
Net income	$	905		$	809			$	1,714		$	1,440		$	126			$	1,566
Earnings per average common share Basic:
Income before cumulative effect of changes in accounting principles	$	2.44		$	2.82			$	5.26		$	5.18		$	(0.32	)		$	4.86
Cumulative effect of changes in accounting principles, net of income taxes		0.34			(0.34	)			—			(0.71	)		0.71				—
Net income	$	2.78		$	2.48			$	5.26		$	4.47		$	0.39			$	4.86
Diluted:
Income before cumulative effect of changes in accounting principles	$	2.41		$	2.81			$	5.22		$	5.15		$	(0.32	)		$	4.83
Cumulative effect of changes in accounting principles, net of income taxes		0.34			(0.34	)			—			(0.71	)		0.71				—
Net income	$	2.75		$	2.47			$	5.22		$	4.44		$	0.39			$	4.83
Average common shares outstanding
Basic		326							326			322							322
Diluted		329							329			325							325
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Boston Generating impairment				$	(1.74	)								$	—
Charges associated with Exelon’s investment in Sithe Energies, Inc.					(0.55	)									—
Severance					(0.49	)									—
Cumulative effect of adopting SFAS No. 143					0.34										—
Property tax accrual reductions					0.14										—
Enterprises’ Services goodwill impairment					(0.06	)									—
Enterprises’ impairments due to anticipated sale					(0.06	)									—
March 3 ComEd Settlement Agreement					(0.05	)									—
Cumulative effect of adopting SFAS No. 141 and SFAS No.142					—										(0.71	)
Gain on sale of investment in AT&T Wireless					—										0.36
Employee severance costs					—										(0.04	)
Total adjustments				$	(2.47	)								$	(0.39	)

(a)	Results reported in accordance with accounting principles generally accepted in the United States (GAAP).
(b)	Adjustment for the Boston Generating impairment recorded during the third quarter of 2003.
(c)	Adjustment for the March 3 ComEd Settlement Agreement.
(d)	Adjustment for Exelon Way severance and severance-related costs recorded during the third and fourth quarters of 2003.
(e)	Adjustment for Enterprises’ goodwill impairment charge at Exelon Services Inc. (Services) recorded during the fourth quarter of 2003.
(f)	Adjustments for Enterprises’ impairment charges due to anticipated sales recorded during 2003, including long-lived and other asset impairments at Services, impairment of assets associated with a communications investment, and an impairment of an equity method investment held by Exelon Thermal Holdings, Inc.
(g)	Adjustment for the reduction of property tax accruals at PECO and Generation recorded during the third quarter of 2003.
(h)	Adjustment for impairments and other charges recorded during 2003 associated with Generation’s investment in Sithe Energies, Inc.
(i)	Adjustment for the cumulative effect of adopting SFAS No. 143.
(j)	Adjustment for severance costs of $10 million pre-tax primarily related to executive severance. Not all of the severance expense was tax deductible.
(k)	Adjustment for the sale of investment in AT&T Wireless.
(l)	Adjustment for the cumulative effect of adopting SFAS No. 141 and SFAS No. 142 reflecting the impairment of Exelon Enterprises’ goodwill and the benefit of AmerGen’s negative goodwill.

EX-99.3

Exhibit 99.3

Consolidated Balance Sheet

December 31 ($ in millions)	2003			2002
Other Long-Term Debt and Notes Payable		9,005			8,412
Long-Term Debt to Affiliates — Transition Debt		5,717			6,296
Boston Generating (BG) Project Debt		1,037			1,036
Total Debt*		15,759			15,744
Minority Interest of Consolidated Subs.		—			77
Preferred Securities*		87			595
Total Shareholders’ Equity		8,486			7,742
Total Capitalization		24,332			24,158
Total Debt to Total Capital		65	%		67	%**
Debt to Capital (excl. Transition Debt)		54	%		55	%**
Debt to Capital (excl. Trans. and BG Debt)		51	%		53	%**

*	Upon adoption of FIN No. 46-R, Trust Preferred Securities were reclassified to debt in 2003.
**	Ratio assumes $458 M of Trust Preferred Securities reclassified to debt in 2002 to be comparable to 2003.

  EX-99.4 6 c82805exv99w4.htm HANDOUT - GAAP

Exhibit 99.4

Reconciliation of GAAP Reported and Adjusted (non-GAAP)
Operating Earnings per Diluted Share

2000 GAAP Reported EPS	$	2.87
Change in common shares		(1.06	)
Extraordinary items		(0.07	)
Cumulative effect of accounting change		0.01
Unicom pre-merger results		1.58
Merger-related costs		0.68
Pro forma merger accounting adjustments		(0.15	)
2000 Adjusted (non-GAAP) Operating EPS	$	3.86
2001 GAAP Reported EPS	$	4.43
Cumulative effect of adopting SFAS No. 133		(0.04	)
Employee severance cost		0.09
Litigation reserves		0.03
Net loss on investments		0.02
CTC prepayment		(0.02	)
Wholesale rate settlement		(0.01	)
Settlement of transition bond swap		(0.01	)
2001 Adjusted (non-GAAP) Operating EPS	$	4.49
2002 GAAP Reported EPS	$	4.44
Cumulative effect of adopting SFAS No. 141 and No. 142		0.71
Gain on sale of investment in AT&T Wireless		(0.36	)
Employee severance costs		0.04
2002 Adjusted (non-GAAP) Operating EPS	$	4.83
2003 GAAP Reported EPS	$	2.75
Boston Generating impairment		1.74
Charges associated with investment in Sithe Energies, Inc.		0.55
Severance		0.49
Cumulative effect of adopting SFAS No. 143		(0.34	)
Property tax accrual reductions		(0.14	)
Enterprises’ Services goodwill impairment		0.06
Enterprises’ impairments due to anticipated sale		0.06
March 3 ComEd Settlement Agreement		0.05
2003 Adjusted (non-GAAP) Operating EPS	$	5.22

Note: Three-year 2003/2000 compound annual growth rate (CAGR): $2.75/$2.87 = - -1.4% based on GAAP reported results. Three-year 2003/2000 CAGR: $5.22/$3.86 = 10.6% based on adjusted (non-GAAP) operating results.

EX-99.4

exv99w4

EX-99.5

Exhibit 99.5

2004 Earnings Guidance

Exelon’s adjusted (non-GAAP) operating earnings for 2004 are expected to be in the range of $5.35 to $5.65 per share. Our outlook for adjusted (non-GAAP) operating earnings excludes income resulting from an investment in synthetic fuel producing facilities, possible severance charges related to The Exelon Way and an anticipated gain on the implementation of FIN 46. Giving consideration to these factors, we estimate 2004 GAAP earnings will fall in a range of $5.55 to $5.85 per share. This estimate does not include any impact of future changes to GAAP.

     1/28/04