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 18, 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 9. Regulation FD
On September 18, 2002, John W. Rowe, Chairman and CEO, made a presentation at
the Merrill Lynch Global Power and Gas Leaders Conference in New York City. John
Rowe commented that the outlook for Exelon's third quarter 2002 operating
results looks positive. He also indicated that during the third quarter
conference call on October 30, 2002, Exelon plans to tighten the range of its
guidance for 2002 earnings and give a range of guidance for 2003 earnings.
Exelon believes that it has the opportunity to meet current expectations for
2003. It expects that the current 2003 consensus estimate of $4.89 per share
will be in the guidance range and may be closer to the upper end of the range
that Exelon plans to provide during the conference call.
As previously disclosed, Exelon believes the allocation of goodwill to ComEd's
transmission and distribution business is in compliance with Generally Accepted
Accounting Principles. Several meetings have been held with the Federal Energy
Regulatory Commission (FERC) Chairman and Commissioners and accounting staff and
the Securities and Exchange Commission (SEC) staff. The FERC and the SEC are
still reviewing the issue and are aware of the importance of the issue. Exelon
hopes to hear from the commissions relatively soon and is optimistic about its
discussions with the FERC and the SEC.
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 Corporation, Commonwealth
Edison Company, PECO Energy Company and Exelon Generation Company, LLC
(Registrants). Economic, business, competitive and/or regulatory factors
affecting Registrant'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 and those discussed in
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Exelon Generation Company, LLC's Registration
Statement on Form S-4, Reg. No. 333-85496. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this report. Registrants do 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.
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
COMMONWEALTH EDISON COMPANY
PECO ENERGY COMPANY
EXELON GENERATION COMPANY, LLC
/S/ Ruth Ann M. Gillis
------------------------------------
Ruth Ann M. Gillis
Senior Vice President
Exelon Corporation
September 18, 2002
