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

May 27, 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 May 28, 2008, Exelon Corporation (Exelon) will participate in the Sanford C. Bernstein & Co. Strategic Decisions 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 First 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 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

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

May 27, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation slides

EX-99.1

Sustainable Value

John W. Rowe

Chairman, President &

Chief Executive Officer

Exelon Corporation

Sanford C. Bernstein & Co.

Strategic Decisions Conference

New York City

May 28, 2008

Exhibit 99.1

2

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 First

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 13; 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

attachments

to

the

earnings

release

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

GAAP earnings.

Forward-Looking Statements

3

Nuclear, Fossil, Hydro & Renewable Generation

Power Marketing

Nuclear Capacity:        16,969 MW

Total Capacity:             32,332 MW

•

2008: Generation estimated to contribute

~75-80% of total operating earnings

•

Operates largest nuclear fleet in US

Regional Wholesale Energy

Pennsylvania

Utility

Illinois

Utility

Customers

Electric:  3.8M               

1.6M 

Gas:      -

0.5M

•

2008: ComEd and PECO estimated to

contribute ~20-25% combined of total

operating earnings

Traditional Transmission & Distribution

Company Overview

4

$4.32

  $3.22

$3.10

$2.78

$2.61

$2.41

$2.24

$1.93

2000

2001

2002

2003

2004

2005

2006

2007

10/20/00 –

5/23/08

Assumes dividend reinvestment

Source: Bloomberg

EXC

276%

UTY

97%

Financial Performance

Total Shareholder Return

Adjusted (non-GAAP) Operating EPS

5

World-Class Nuclear Operator

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Exelon

Industry

Average Capacity Factor

Note: Exelon data prior to 2000 represent ComEd-only nuclear fleet.

Sources:

Platt’s,

Nuclear

News,

Nuclear

Energy

Institute

and

Energy

Information

Administration

(Department

of

Energy).

65

70

75

80

85

90

95

100

Operator (# of Reactors)

Rang

5-Year Average

Range of Fleet 2-Yr Avg Capacity Factor (2003-2007)

EXC 93.5%

6

Protect Today’s Value

•

Deliver superior operating

performance

•

Advance competitive markets

•

Protect the value of our generation

•

Build healthy, self-sustaining

delivery companies

Grow Long-Term Value

•

Drive the organization to the next

level of performance

•

Set the industry standard for low

carbon energy generation and

delivery through reductions,

displacement and offsets

•

Pursue and rigorously evaluate

new growth opportunities

+

Strategic Direction

7

Protect Today’s Value

•

Deliver superior operating

performance

•

Advance competitive markets

•

Protect the value of our generation

•

Build healthy, self-sustaining

delivery companies

Grow Long-Term Value

•

Drive the organization to the next

level of performance

•

Set the industry standard for low

carbon energy generation and

delivery through reductions,

displacement and offsets

•

Pursue and rigorously evaluate

new growth opportunities

+

Strategic Direction

8

Supporting a Low Carbon Future

IGCC with CCS

Energy Efficiency

Nuclear Uprates

New Natural Gas

Repower Coal Plant

Cogeneration

New Nuclear

Alternative Energy Credits

Coal-to-Gas Switch

Biomass

Dotted line represents price after including effects of loan guarantees / tax incentives

Wind

($60)

($40)

($20)

$0

$20

$40

$60

$80

$100

$120

0

10

20

30

Solar PV >$800/MT

(>$300/MT w/ tax incentives)

Million

Metric

Tons

(MT)

of

CO

2

per

Year

Landfill Gas

25% Reduction in

Internal Energy Use

PV = Photovoltaic; IGCC = Integrated Gasification Combined Cycle; CCS = Carbon Capture and Storage

Exelon’s CO

2

Abatement Opportunities

9

10

Appendix –

GAAP Reconciliation

11

GAAP EPS Reconciliation 2000-2002

2000 GAAP Reported EPS

$1.44

Change in common shares

(0.53)

Extraordinary items

(0.04)

Cumulative effect of accounting change

--

Unicom pre-merger results

0.79

Merger-related costs

0.34

Pro forma merger accounting adjustments

(0.07)

2000 Adjusted (non-GAAP) Operating EPS

$1.93

2001 GAAP Reported EPS

$2.21

Cumulative effect of adopting SFAS No. 133

(0.02)

Employee severance costs

0.05

Litigation reserves

0.01

Net loss on investments

0.01

CTC prepayment

(0.01)

Wholesale rate settlement

(0.01)

Settlement of transition bond swap

--

2001 Adjusted (non-GAAP) Operating EPS

$2.24

2002 GAAP Reported EPS

$2.22

Cumulative effect of adopting SFAS No. 141 and No. 142

0.35

Gain on sale of investment in AT&T Wireless

(0.18)

Employee severance costs

0.02

2002 Adjusted (non-GAAP) Operating EPS

$2.41

12

2004 GAAP Reported EPS

$2.78

Charges associated with debt repurchases

0.12

Investments in synthetic fuel-producing facilities

(0.10)

Employee severance costs

0.07

Cumulative effect of adopting FIN 46-R

(0.05)

Settlement associated with the storage of spent nuclear fuel

(0.04)

Boston Generating 2004 impact

(0.03)

Charges associated with investment in Sithe Energies, Inc.

0.02

Charges related to proposed merger with PSEG

0.01

2004 Adjusted (non-GAAP) Operating EPS

$2.78

2003 GAAP Reported EPS

$1.38

Boston Generating impairment

0.87

Charges associated with investment in Sithe Energies, Inc.

0.27

Employee severance costs

0.24

Cumulative effect of adopting SFAS No. 143

(0.17)

Property tax accrual reductions

(0.07)

Enterprises’

Services goodwill impairment

0.03

Enterprises’

impairments due to anticipated sale

0.03

March 3 ComEd Settlement Agreement

0.03

2003 Adjusted (non-GAAP) Operating EPS

$2.61

GAAP EPS Reconciliation 2003-2005

2005 GAAP Reported EPS

$1.36

Investments in synthetic fuel-producing facilities

(0.10)

Charges related to proposed merger with PSEG

0.03

Impairment of ComEd’s goodwill

1.78

2005 financial impact of Generation’s investment in Sithe

(0.03)

Cumulative effect of adopting FIN 47

2005 Adjusted (non-GAAP) Operating EPS

0.06

$3.10

13

GAAP EPS Reconciliation 2006-2007

$3.22

2006 Adjusted (non-GAAP) Operating EPS

$2.35

2006 GAAP Reported EPS

1.15

Impairment of ComEd’s goodwill

(0.08)

Recovery of debt costs at ComEd

0.03

Severance charges

(0.13)

Nuclear decommissioning obligation reduction

(0.14)

Recovery of severance costs at ComEd

0.09

Charges related to now terminated merger with PSEG

0.04

Investments in synthetic fuel-producing facilities

(0.09)

Mark-to-market adjustments from economic hedging activities

(0.01)

Settlement of a tax matter at Generation related to Sithe

(0.04)

Non-cash deferred tax items

(0.14)

Investments in synthetic fuel-producing facilities

0.41

2007 Illinois electric rate settlement

(0.19)

Termination of State Line PPA

0.11

Georgia Power tolling agreement

$4.32

2007 Adjusted (non-GAAP) Operating EPS

(0.01)

Sale of Generation's investments in TEG and TEP

0.02

City of Chicago settlement

(0.03)

Nuclear decommissioning obligation reduction

0.15

Mark-to-market adjustments from economic hedging activities

$4.05

2007 GAAP Reported EPS