Current Report

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

November 6, 2006
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  23-2990190
   (a Pennsylvania corporation)  
   10 South Dearborn Street - 37th Floor  
   P.O. Box 805379  
   Chicago, Illinois 60680-5379  
   (312) 394-7398  
     
333-85496
EXELON GENERATION COMPANY, LLC
23-3064219
 
(a Pennsylvania limited liability company)
  
 
300 Exelon Way
  
 
Kennett Square, Pennsylvania 19348
  
 
(610) 765-6900
  

 


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)
   
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
Section 1 — Registrant’s Business and Operations.
Item 1.01. Entry into a Material Definitive Agreement

On November 6, 2006, a subsidiary of Exelon Generation Company, LLC (Generation) entered into an agreement to sell its 49.5% ownership interests in Termoeléctrica del Golfo (TEG) and Termoeléctrica Peñoles (TEP) to a subsidiary of AES Corporation (AES) for $95 million in cash and working capital adjustments. TEG and TEP are each approximately 230 MW petcoke-fired generating facilities located in Tamuín, Mexico. The sale of TEG and TEP to AES is subject to Mexican antitrust commission approval. The parties anticipate closing in the first quarter of 2007.

* * * * *
 
This combined Form 8-K is being furnished separately by Exelon Corporation (Exelon) 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’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 and Generation-Note 17; (2) Exelon’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.




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  
     EXELON GENERATION COMPANY, LLC  
       
     /s/ John F. Young                 
     John F. Young  
     Executive Vice President, Finance and Markets  
     and Chief Financial Officer  
     Exelon Corporation  
   

November 7, 2006