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 4, 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 4, 2008, Exelon Corporation (Exelon) will participate in the Lehman Brothers 2008 Energy/Power Conference and will revise its adjusted (non-GAAP) operating earnings guidance range for 2008 to $4.15 to $4.30 per share. Exelon will also revise its GAAP earnings guidance range for 2008 to $3.90 to $4.30 per share. Exelon announced the revisions to the earnings guidance in the press release attached to this Current Report on Form 8-K as Exhibit 99.1. In addition, attached as Exhibit 99.2 to this Current Report on Form 8-K are the presentation slides to be used at the conference.

Section 8 – Other Events

Item 8.01. Other Events.

Exelon announced via press release that its board of directors authorized a new share repurchase program of up to $1.5 billion of Exelon’s outstanding common stock. This new program is in addition to the $1.25 billion share repurchase program executed in September 2007 and the $500 million share repurchase program executed in February 2008. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

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, 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 4, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release
99.2	Presentation Slides

EX-99.1

Exhibit 99.1

Contact:	Chaka Patterson	FOR IMMEDIATE RELEASE
	Investor Relations
	312-394-7234
	Judy Rader
	Corporate Communications
	312-394-7254

Exelon Announces $1.5 Billion Share Buyback;

Revises Full Year 2008 Earnings Guidance

CHICAGO (September 4, 2008) – Exelon Corporation (Exelon) today announced that its board of directors has approved a share repurchase program for up to $1.5 billion of its outstanding common stock. Exelon expects to complete the share repurchase program within the next six months.

“We have an increasingly strong cash flow profile and balance sheet, which allow us to pursue new growth opportunities and return value to our shareholders, such as through this stock buyback,” said John W. Rowe, Exelon’s chairman, president and CEO. “We are extremely well positioned in this uncertain market and economy, as our compelling market position supports strong long-term growth and further value creation.”

Exelon’s value return policy, approved by its board of directors in December 2006, established a base dividend and contemplates modest dividend growth over time. It also assesses the use of share repurchases from time to time, when authorized by the board, to return cash or balance sheet capacity to Exelon shareholders after funding maintenance capital and other commitments and in the absence of higher value-added growth opportunities.

The board authorization permits the company to effect the repurchases from time to time through a variety of methods including open market repurchases, privately negotiated transactions, and/or accelerated share repurchase transactions. There can be no assurance as to the amount, timing or prices of repurchases. The specific timing and amount of repurchases will vary based on market conditions and other factors. The stock repurchase program may be modified, extended or terminated by the board at any time.

2008 Earnings Outlook

Exelon also today revised its adjusted (non-GAAP) operating earnings guidance range for 2008 to $4.15 to $4.30 per share. Exelon’s original operating earnings guidance range was $4.00 to $4.40 per share.

1

The outlook for 2008 adjusted (non-GAAP) operating earnings for Exelon and its subsidiaries excludes the following items included in GAAP earnings:

• 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

In consideration of these factors, Exelon also revised 2008 GAAP earnings guidance to $3.90 to $4.30 per share from $3.70 to $4.10 per share. Both Exelon’s adjusted (non-GAAP) operating earnings and GAAP earnings guidance are based on the assumption of normal weather for the balance of the year.

Matthew Hilzinger, Exelon’s senior vice president and chief financial officer, will discuss the share buyback and 2008 earnings guidance today at the Lehman Brothers CEO Energy/Power Conference in New York City. His presentation will be webcast live at 9:45 a.m. Eastern time. To view the webcast, go to www.exeloncorp.com and select the Investor Relations page.

This news release 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, Generation, ComEd, and PECO (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 news release.

###

Exelon Corporation is one of the nation’s largest electric utilities with nearly $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 Pennsylvania and natural gas to 480,000 customers in southeastern Pennsylvania. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.

2

EX-99.2

Lehman Brothers

2008 Energy/Power Conference

New York, NY

September 4, 2008

Matthew Hilzinger

Senior Vice President & Chief Financial Officer

Exhibit  99.2

Sustainable Value

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

•

Tightening our 2008 operating earnings guidance range to $4.15 -

$4.30/share

–

We expect third quarter 2008 results to be lower-middle to middle of the

suggested contribution range (26-29%)

•

Announcing $1.5 billion share repurchase as part of 2008 Value

Return Plan

•

Largely hedged against market volatility in the near-term –

2009

earnings flat to 2008

•

Well positioned for these volatile markets and economic conditions

•

Outlook for 2011 remains strong

•

Pursuing Protect and Grow strategy

4

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

•

Rigorously evaluate and pursue

new growth opportunities

+

Strategic Direction

5

2008 Revised Guidance

2008 Revised EPS Guidance

(1)

Operating

EPS:

$4.15

-

$4.30

(2)

GAAP

EPS:

$3.90

-

$4.30

(3)

(1) See Appendix for reconciliation of adjusted (non-GAAP) operating EPS to GAAP EPS.

(2)

Operating

EPS

Guidance

revised

from

previous

range

of

$4.00

-

$4.40

per

share.

(3)

GAAP

Guidance

revised

from

previous

range

of

$3.70

-

$4.10

per

share.

Key Drivers 2008 vs. 2007

Market conditions

Nuclear volume (refueling outages)

Inflationary pressures

PECO CTC amortization

Weather

Storms

PECO bad debt expense

ComEd transmission settlement

ComEd distribution rate case

We are revising FY08 operating earnings guidance to $4.15 to $4.30/share

2008

$4.15 -

$4.30

6

Executing on Value Return Plan

Recent Share Repurchases -

$3.25 billion

•

2008 Repurchases

–

$0.5 billion accelerated share repurchase in February 2008

–

$1.5 billion share repurchase announced in September 2008

•

2007 Repurchases

–

$1.25 billion accelerated share repurchase in September 2007

Dividends

•

Annual base dividend rate reset at $2.00/share (up 14%) in

December 2007

–

Anticipated to grow modestly over time

(1)

–

Higher base dividend reflected higher expected long-term earnings

due to improved market fundamentals

(1)

Future dividends are subject to declaration by the Board of Directors.

7

Value Return Framework

Less

Equals

Maintenance Capital and Committed Dividends

Free Cash Flow before Dividends and CapEx

Strengthen Balance Sheet /

Increase Financial Flexibility

Invest in Growth

Available

Cash

and

Balance

Sheet

Capacity

(1)

Return Value via

Share Repurchases,

Increased Dividends

Monetize

We evaluate value return on an annual basis

(1)

Exelon targets a FFO/Debt Ratio of ~25%.

8

Flexibility in our targeted financial hedge ranges allows us to be opportunistic while

mitigating downside risk

Hedging Targets

(1)

Percent

financially

hedged

is

our

estimate

of

the

gross

margin

that

is

hedged

at

a

95%

confidence

level

given

the

current

assessment

of

market

volatility.

The

formula

is

the

gross

margin

at

the

5th

percentile

/

expected

gross

margin.

Power Team employs commodity hedging

strategies to optimize Exelon

Generation’s earnings:

•

Maintain length for opportunistic sales

•

Use cross commodity option strategies to

enhance hedge activities

•

Time hedging around view of market

fundamentals

•

Supplement portfolio with load following

products

•

Use physical and financial fuel products to

manage variability in fossil generation output

Target Ranges

90% -

98%

70% -

90%

50% -

70%

~96%

Current Position

Top

of range

Above the

range*

Prompt Year

(2008)

Second Year

(2009)

Third Year

(2010)

Financial

Hedging

Range

(1)

* Due to ComEd financial swap

9

2009-2011 Earnings Drivers

2008 Guidance

2011

2009

$4.15 -

$4.30

40% EPS Growth

(1)

Exelon is focused on creating sustainable value

(1) As presented at Exelon’s 12/19/07 Investor Conference.

2011 Earnings Drivers

•

Market Conditions

•

PECO PPA roll-off

Managing our Base Case

•

Strong financial and operating performance

•

Executing regulatory recovery plan

•

Managing transition to competitive markets

•

Increasingly strong cash flows and balance

sheet

•

Alignment of and consistency between

value return, hedging, capital structure and

capital investment policies

10

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

consistent with low carbon energy strategy

Exelon’s Position

11

Appendix

12

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

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

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

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 August 29, 2008. Source: OTC quotes and

electronic trading system. Quotes are daily.

2010 Ni-Hub

2011 Ni-Hub

2011 PJM-West

2010

PJM-West

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

Forward NYMEX Coal

2010

2011

13

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

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

7.5

8

8.5

9

9.5

10

10.5

11

11.5

12

12.5

9/07

10/07

11/07

12/07

1/08

2/08

3/08

4/08

5/08

6/08

7/08

8/08

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

Market Price Snapshot

Rolling 12 months, as of August 29, 2008. Source: OTC quotes and

electronic trading system. Quotes are daily.

2010

2011

ERCOT On Peak Spark Spread

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

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

14

YTD GAAP EPS Reconciliation

(0.02)

-

-

(0.02)

-

2007 Illinois Electric Rate Settlement

$2.05

-

$0.33

$0.05

$1.67

YTD 2007 GAAP Earnings Per Share

$2.10

$(0.07)

$0.33

$0.07

$1.77

2007 Adjusted (non-GAAP) Operating Earnings (Loss) Per Share

0.01

-

-

-

0.01

Sale of Generation's investments in TEG and TEP

$0.08

$0.07

-

-

0.01

Investments in synthetic fuel-producing facilities

(0.12)

-

-

-

(0.12)

Mark-to-market adjustments from economic hedging activities

Exelon

Other

PECO

ComEd

ExGen

Six Months Ended June 30, 2007

$2.01

$0.01

$0.23

$0.12

$1.65

YTD 2008 GAAP Earnings Per Share

2.06

$(0.03)

$0.23

$0.12

$1.74

2008 Adjusted (non-GAAP) Operating Earnings (Loss) Per Share

(0.14)

-

-

-

(0.14)

2007 Illinois Electric Rate Settlement

0.17

0.04

-

-

0.13

Mark-to-market adjustments from economic hedging activities

(0.08)

-

-

-

(0.08)

Unrealized gains and losses related to nuclear decommissioning trust funds

Exelon

Other

PECO

ComEd

ExGen

Six Months Ended June 30, 2008

NOTE:  All amounts shown are per Exelon share and represent contributions to Exelon's EPS.

15

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

16

Exelon Investor Relations Contacts

Inquiries concerning this presentation

should be directed to:

Exelon Investor Relations

10 South Dearborn Street

Chicago, Illinois 60603

312-394-2345

For copies of other presentations,

annual/quarterly reports, or to be

added to our email distribution list

please contact:

Felicia McGowan, Executive Admin

Coordinator

312-394-4069

Felicia.McGowan@ExelonCorp.com

Investor Relations Contacts:

Chaka Patterson, Vice President

312-394-7234

Chaka.Patterson@ExelonCorp.com

Karie Anderson, Director

312-394-4255

Karie.Anderson@ExelonCorp.com

Marybeth Flater, Manager

312-394-8354

Marybeth.Flater@ExelonCorp.com