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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
December 12, 2006
Date of Report (Date
of earliest event reported)
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Exact Name of Registrant as Specified in Its Charter; State of |
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IRS Employer |
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Incorporation; Address of Principal Executive Offices; and |
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Identification |
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Telephone Number |
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1-16169
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EXELON CORPORATION
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23-2990190 |
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(a Pennsylvania corporation) |
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10 South Dearborn Street – 37th Floor |
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P.O. Box 805379 |
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Chicago, Illinois 60680-5379 |
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(312) 394-7398 |
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1-1839
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COMMONWEALTH EDISON COMPANY
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36-0938600 |
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(an Illinois corporation) |
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440 South LaSalle Street |
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Chicago, Illinois 60605-1028 |
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(312) 394-4321 |
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000-16844
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PECO ENERGY COMPANY
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23-0970240 |
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(a Pennsylvania corporation) |
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P.O. Box 8699 |
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2301 Market Street |
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Philadelphia, Pennsylvania 19101-8699 |
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(215) 841-4000 |
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333-85496
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EXELON GENERATION COMPANY, LLC
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23-3064219 |
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(a Pennsylvania limited liability company) |
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300 Exelon Way |
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Kennett Square, Pennsylvania 19348 |
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(610) 765-6900 |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 7 — Regulation FD
Item 7.01. Regulation FD Disclosure
On December 12, 2006, Exelon Corporation (Exelon) will host its annual investor conference in
Chicago, Illinois. Attached as Exhibit 99.1 to this Current Report on Form 8-K are the slides to
be used at the conference. The slides include preliminary adjusted (non-GAAP) operating earnings
guidance for 2007 for Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and
Exelon Generation Company, LLC (Generation). The slides also include GAAP earnings guidance for
2007 for Exelon.
In addition, Exelon announced via press release that the Board of Directors of Exelon had declared
a regular first-quarter 2007 dividend of $0.44 per share on Exelon’s common stock, a 10% increase
over the dividend for the fourth quarter of 2006. The press release is attached to the Current
Report as Exhibit 99.2.
* * * * *
This combined Form 8-K is being furnished separately by Exelon, ComEd, PECO and Generation
(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 Corporation’s 2005 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: Exelon-Note 20, ComEd-Note 17, PECO-Note 15 and Generation-Note 17; (2) Exelon
Corporation’s Third Quarter 2006 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 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 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.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Presentation slides |
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99.2
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Press release |
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
PECO ENERGY COMPANY
EXELON GENERATION COMPANY, LLC
/s/ John F. Young
John F. Young
Executive Vice President, Finance and Markets
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 Corporation
December 12, 2006
EXHIBIT INDEX
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| Exhibit No. |
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Description |
99.1
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Presentation slides |
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99.2
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Press release |