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



                                 July 16, 2002
                       (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) 765-8200
Item 5. Other Events. On July 16, 2002, Exelon Corporation issued the press release attached as an exhibit to this Current Report on Form 8-K. This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein. The forward-looking statements herein include statements about future financial and operating results of Exelon. Economic, business, competitive and/or regulatory factors affecting Exelon's businesses generally could cause actual results to differ materially from those described herein. For a discussion of the factors that could cause actual results to differ materially, please see Exelon's filings with the Securities and Exchange Commission, particularly those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations-- Outlook" in Exelon's 2001 Annual Report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Exelon does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report. EXHIBIT INDEX Exhibit Number Description 99.1 Press Release. 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 /S/ Ruth Ann M. Gillis ----------------------------------- Ruth Ann M. Gillis Principal Financial Officer July 16, 2002
Exhibit 99.1

[Exelon logo]

News Release

July 16, 2002

From:             Exelon Corporation
                  Corporate Communications
                  P.O. Box 805379
                  Chicago, IL  60680-5379

Contact:          Kellie Szabo, Media Relations, 312.394.3071
                  Linda Byus, CFA, Investor Relations, 312.394.7696

      Exelon Corporation Sees Better than Expected Second Quarter Results

Chicago (July 16, 2002) - Exelon Corporation (NYSE: EXC) announced that its
second quarter 2002 earnings from operations, excluding the gain on the sale of
an investment, are expected to be more than 15% higher than the consensus
estimate of $0.95 per share. The company's prior guidance for the second quarter
was 20% of the full year 2002 earnings range of $4.55 per share to $4.85 per
share, which suggested operating earnings for the quarter between $0.91 per
share and $0.97 per share. Exelon reported second quarter 2001 operating
earnings of $0.97 per share. Guidance for the full year 2002 remains $4.55 to
$4.85 per share.

Exelon's second quarter reported results will include a gain of about $116
million, $0.36 per share, related to Exelon Enterprises' sale of its 49%
interest in AT&T Wireless PCS of Philadelphia, LLC to a subsidiary of AT&T
Wireless Services. The transaction closed on April 1, 2002. Exelon's guidance
for operating earnings for the second quarter and for the full year 2002
excludes that gain. Operating earnings guidance for the full year 2002 also
excludes the goodwill impairment and severance charge booked in the first
quarter.

The better than expected second quarter results reflect a weather-related
increase in retail kilowatt-hour deliveries as a result of hot weather in late
June. Also, the Cost Management Initiative contributed to strong results for the
quarter, which helped offset the impact of lower revenues resulting from lower
power prices compared to a year ago. However, given the continued deterioration
of wholesale power prices, Exelon is not increasing earnings guidance for the
full year at the present time.

Exelon Corporation will report second quarter results on July 31, 2002. A
Conference Call is scheduled for 11 AM ET (10 AM CT) on July 31 to discuss the
second quarter results and the company's outlook for the balance of 2002. The
call-in number in the U.S. is 877/691-0877, and the international call-in number
is 973/582-2785.






This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements herein
include statements about future financial and operating results of Exelon.
Economic, business, competitive and/or regulatory factors affecting Exelon's
businesses generally could cause actual results to differ materially from those
described herein. For a discussion of the factors that could cause actual
results to differ materially, please see Exelon's filings with the Securities
and Exchange Commission, particularly those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Outlook" in Exelon's 2001 Annual Report. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this press release. Exelon does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this press release.


###
Exelon Corporation is one of the nation's largest electric utilities with
approximately 5 million customers and more than $15 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 million
customers in Illinois and Pennsylvania and gas to more than 440,000 customers in
the Philadelphia area. The company also has holdings in such competitive
businesses as energy, infrastructure services, energy services and
telecommunications. Exelon is headquartered in Chicago and trades on the NYSE
under the ticker EXC.