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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2000 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-16169 EXELON CORPORATION 23-2990190 (a Pennsylvania corporation) 37th Floor, 10 South Dearborn Street Post Office Box A-3005 Chicago, Illinois 60690-3005 312/394-4321 Item 5. Other Events. Set forth below is the text of the slides used during the Exelon Investor Conference held in New York on November 15, 2000 to explain the merger of PECO Energy Company and Unicom Corporation to form Exelon Corporation and Exelon's strategy and earnings targets. This presentation 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. The following factors, among others, could cause actual results to differ materially from those described herein: economic, business, competitive and/or regulatory factors affecting Exelon's businesses generally. More detailed information about those factors is set forth in the joint proxy statement/ prospectus regarding the merger and in the PECO Energy, Unicom Corporation and Exelon Corporation reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Exelon Corporation 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 presentation. EXHIBIT INDEX Exhibit Number Description of Exhibit 1. None 2. None 4. None 16. None 17. None 20. None 23. None 24. None 27. None 99. Exelon slide presentation at the Exelon Investor Conference, November 15, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. Exelon Corporation (Registrant) Date: November 15, 2000 By: /s/ Ruth Ann M. Gillis ------------------------ Ruth Ann M. Gillis Senior VP & CFO
EXHIBIT 99 NYSE: EXC Excellence-Execution-Exelon Corbin A. McNeill, Jr., Chairman and Co-CEO John W. Rowe, President and Co-CEO Exelon Investor Conference November 15, 2000 [LOGO FOR EXELON] NYSE: EXC Important Notice: This presentation 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. The following factors, among others, could cause actual results to differ materially from those described herein: economic, business, competitive and/or regulatory factors affecting Exelon's businesses generally. More detailed information about those factors is set forth in the joint proxy statement/ prospectus regarding the merger and in the reports filed with the Securities and Exchange Commission by PECO Energy Company, Unicom Corporation and Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Exelon Corp. 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 presentation. [LOGO FOR EXELON] NYSE: EXC Today's Agenda . Strategic Overview - John Rowe . Exelon Generation - Corbin McNeill, Oliver Kingsley, Ian McLean . Exelon Energy Delivery - Pam Strobel . Exelon Enterprises - Michael Egan . Financial Overview - Ruth Ann Gillis . Wrap-up and Final Q&A [LOGO FOR EXELON] NYSE: EXC The Power of Exelon . 46 GWs of low-cost generation* . A power marketing operation that optimizes value . Strong and steady earnings streams from regulated businesses . Access to 5M customers in deregulated markets . Financial scale to pursue growth in multiple segments of utility industry . A platform for future growth in the energy, telecommunications and energy- services arenas * Includes 10 GW from pending Sithe acquisition [LOGO FOR EXELON] NYSE: EXC What Differentiates Us . Sustained nuclear operational excellence led by industry's premier management team . A generation portfolio with a strong competitive advantage . An unwavering focus on financial and strategic discipline . Proven ability to execute and deliver on our commitments [LOGO FOR EXELON] NYSE: EXC Exelon's Integrated Strategy [This slide is a diagram which illustrates the integrated strategy. The three main business segments are shown as interlocking trapezoids arranged horizontally: 1) Energy Delivery; 2) Generation and Power Marketing; 3) Enterprises. Extending under all of the trapezoids is a thin rectangle.] [Legends in the trapezoids:] Energy Delivery - --------------- significant and steady source of earnings for reinvestment in growth of the corporation Generation and Power Marketing - ------------------------------ primary growth vehicle in the near-term Enterprises - ----------- positioning to provide longer term growth prospects [Legend in the rectangle:] Linking capabilities, assets and market presence to create continuous opportunities to build shareholder value [LOGO FOR EXELON] NYSE: EXC Accountability and Ownership . Performance-based compensation with 55-75% of executive compensation "at- risk:" - Compensation specifically linked to corporate and business unit performance indicators . such as, earnings, cash flow, shareholder return, capacity factor, reliability performance, business development, etc. - Compensation structure includes long and short term incentives, including stock options and restricted grants . Stock ownership guideline based on a multiple of base salary established for officers [LOGO FOR EXELON] NYSE: EXC Addressing Key Strategic Issues . Develop a corporate structure that optimizes opportunities . Increase scale through disciplined, opportunistic M&A strategy . Identify next round of generation opportunities . Make transmission an effective and profitable business . Develop premium pricing for premium service [LOGO FOR EXELON] NYSE: EXC Our Commitments to You . Capture cost and revenue synergies of $265 M by 2003 . Deliver on service reliability investments . Maintain top quartile nuclear plant performance . Sustain low cost advantage while expanding national generation portfolio . Leverage competencies into new market opportunities . EPS in 2001 of $4.50 growing at approximately 10% to $4.95 in 2002 and $5.40 in 2003 [LOGO FOR EXELON] NYSE: EXC Projected EPS to Common [This slide is a vertical bar graph depicting projected earnings per share for the years 2001, 2002, and 2003.] $/Share 2001 $4.50 2002 $4.95 2003 $5.40 [LOGO FOR EXELON] NYSE: EXC Exelon Generation Corbin A. McNeill, Jr., Chairman and Co-CEO Oliver Kingsley, Chief Nuclear Officer Ian McLean, President, Power Team [LOGO FOR EXELON] NYSE: EXC Generation Strategy . Develop national generation portfolio with fuel and dispatch diversity . Grow asset portfolio through: . mergers/acquisitions . development . innovative technology . joint ventures . long term off-take contracts . Drive cost and operational leadership through proven fleet management and economies of scale . Optimize value of our low-cost position through power marketing expertise [LOGO FOR EXELON] NYSE: EXC Generation Growth and Optimization Initiatives [This slide shows five interlocking puzzle pieces with a legend in each: upper left-hand corner: "Utilize core competency in nuclear operations"; upper right- hand corner: "Strategically expand clusters of generating capacity"; lower left- hand corner: "Future development work"; lower right-hand corner: "Asset portfolio balancing"; center of puzzle: "Diversified power trading operations".] [LOGO FOR EXELON] NYSE: EXC Generation Supply Footprint [This slide depicts a map of North America which identifies each of the National Electricity Reliability Council regions and indicates the amount of Exelon generation in each region:] WSCC 200 MW MAPP 0 MW ERCOT 1,060 MW SPP 800 MW MAIN 21,700 MW FRCC 0 MW SERC 1,000 MW ECAR 0 MW MACC 11,000 MW NPCC 6,400 MW Plus 3,600 MW under development [The slide also contains three boxes with additional information:] [First box:] 37,800 MW in operation 4,300 MW in construction 4,200 MW in development 46,300 MW* TOTAL [Second box:] plus 220 MW in construction and under development in Mexico [Third box:] plus 340 MW of CT peaking capacity currently under development * includes 10.7 GW of capacity pending from purchases of Vermont Yankee, Sithe and Peach Bottom [LOGO FOR EXELON] NYSE: EXC How We're Different.... . Strategically integrated GenCo - Fully integrated assets and operations - Supply and distribution channels are open within one portfolio . Asset-backed physical deliverers . Large "native" retail hedge (ComEd and PECO) . Market driven [LOGO FOR EXELON] NYSE: EXC Exelon Nuclear Business Strategy . To be the premier nuclear operator worldwide . To achieve that vision, we will .... . increase fleet output . improve fleet efficiency . sustain fleet operational excellence ... through a proven fleet management model, an experienced management team, engaged employees, and economies of scale [LOGO FOR EXELON] NYSE: EXC Increasing Nuclear Fleet Production Increase fleet capacity factor: - ------------------------------- . Reduce average refueling duration from 30 to 20 days . Reduce forced outage rate from 2.6% to 1.5% . aggressively manage all threats to generation . improve material condition . Implement best-in-class operating practices fleet-wide [This slide also contains a vertical bar chart showing projected average capacity factor for the fleet for the years 2000, 2001, 2002 and 2003. Indicated below each year are the number of refueling outages scheduled in that particular year.] Capacity Refueling Year Factor Outages - ---- -------- --------- 2000 90.6 11 RFO's 2001 91.6 7 RFO's 2002 90.9 11 RFO's 2003 93.5 8 RFO's [LOGO FOR EXELON] NYSE: EXC Refueling Performance Leadership We've demonstrated world-class refueling outage experience: . 5 of 6 refuelings conducted this fall have been completed in (less than or equal to) 20 days - Two have set industry records - All 6 have been in top quartile . Exelon fleet plants have out-paced industry performance . The economic value of reducing outage duration by one day is ~ $400,000/unit . Refueling outage execution is a competitive differentiator [This slide also contains a vertical bar chart showing, side by side, the average refueling outage duration in days during the years 1997, 1998, 1999, and 2000 for the U.S. Industry and Exelon.] Year U.S. Industry Exelon 1997 64 58 1998 51 53 1999 40 30 2000 39 21 [LOGO FOR EXELON] NYSE: EXC More Capacity -- Increased Generation Exelon Nuclear is adding capacity: . Planned power uprates on ten units -- 885 MW . Other planned capacity additions via modifications, feedwater flow improvement, etc. -- 175 MW . Planned purchase of additional 7% of Peach Bottom -- 164 MW . Combination of improved capacity factors and added capability will increase net generation through 2003 - by approximately 9 million MWh . Equivalent to new 1200 MW unit, at an average cost of ~$205/kw [This slide also contains a vertical bar chart showing the projected fleet net generation in millions of megawatt-hours for the years 2000, 2001, 2002, and 2003.] Year Fleet Net Generation (million MWh's) 2000 113.50 2001 115.33 2002 117.33 2003 122.44 - --------------------------------------------------------------------- Average generation contribution to EPS: an add'l 1 million MWh equals approximately 6 cents per share. - --------------------------------------------------------------------- [LOGO FOR EXELON] NYSE: EXC Exelon Nuclear's Competitive Cost Advantage The fleet has competitive operating costs: . Fleet aggregate cost is better than nuclear industry median . 7 of 10 plants are currently in nuclear best quartile for production cost . Exelon fleet fuel cost per MWh is in the industry best quartile [This slide also contains a vertical bar chart showing the projected average production cost in dollars per megawatt-hour for the years 2000, 2001, 2002, and 2003. Also shown on the chart are reference lines for the 1999 Industry Median ($17.10) and the 1999 Top Quartile ($14.52).] Year $/MWh 2000 15.52 2001 14.16 2002 14.20 2003 13.46 - ------------------------------------------------------------------------------- Reduce production cost by 14% by 2003 through lower cost and higher production. - ------------------------------------------------------------------------------- [LOGO FOR EXELON] NYSE: EXC AmerGen Summary . 2,335 MWs in portfolio, acquired at average cost of $30/kW . Approx. 90% of AmerGen's output in 2001 sold under PPAs; contracts expire 2002-2004 . Continue to pursue additional acquisitions, with recognition of increasingly competitive landscape . Estimate $65 M net income contribution in 2001 [LOGO FOR EXELON] NYSE: EXC Continued Cost Reduction Plans . O&M cost reduction of 8-10% between 2000-2003 - Capture merger synergies - Bring economies of fleet scale to single unit sites - Planned staffing reductions to achieve standard "best in fleet" - Materials, equipment, services cost reductions through price, volume, consolidation synergies . Additional fuel cost reductions planned - Contract management, leverage - All aspects of fuel design and management . We will transfer knowledge of achieving low cost operations fleet-wide 2 cents per kilowatt-hour all-in cost target is competitive under any view of the future [LOGO FOR EXELON] NYSE: EXC Scale is a Competitive Advantage . Size brings benefit - Significant pool of expertise, experience - Nuclear industry strategic policy and program leadership - Economies of scale in commercial leverage, materials management, resource sharing - AmerGen partnership contributes to scale and leverage . Management team experience in: - Turnaround of poor performers - Improving good performers - Sustaining excellent performance . Transfer of expertise and best-in-class practices to new acquisitions [LOGO FOR EXELON] NYSE: EXC A Low-Cost and Reliable Portfolio Nuclear Power is Reliable and Cost-Competitive . Fuel price stability . Predictable, constructive nuclear regulatory environment . Clear path to life extension, license renewal Exelon Nuclear Has Competitive Differentiators . Operational excellence resulting in nuclear safety . Low operating costs . Competitive balance sheet going forward . Demonstrated operating track record . Focus on excellent material condition . World-class refueling performance . Target -- breaker-to-breaker operations (no forced outages) [LOGO FOR EXELON] NYSE: EXC Power Team Our goal is simple: To be the World's Best Power Marketer. [This slide shows a equilateral triangle inscribed with the words "Market Focused". Written at the top of the triangle is "Fuel Diversity"; at the lower left is "National Reach"; at the lower right is "Asset-based Portfolio". On each side of the triangle are words which indicate a link between the two points: between National Reach and Fuel Diversity is the word "Innovation"; between Fuel Diversity and Asset-based Portfolio is the word "Reliability"; and between Asset-based Portfolio and National Reach is the phrase "Competitive Costs".] [LOGO FOR EXELON] NYSE: EXC Power Marketing Strategy . Lead industry in asset-based, market driven power marketing . Drive generation asset growth through Power Team's unique market knowledge and analytical expertise . Market focused portfolio that allows for sale of innovative premium products . Pursue financial trading to complement a physical portfolio . Manage risk through optimal mix of long and short-term supply obligations [This slide also contains a stacked vertical bar chart showing the projected Gigawatt-hour Deliveries for the years 2001, 2002, and 2003 differentiated by 1) Affiliate Sales; 2) Market Sales, and 3) Sithe*.] Year Affiliate Market Sithe* Total Sales Sales 2001 107,000 77,000 0 184,000 2002 103,500 92,100 0 195,600 2003 103,300 100,300 30,000 233,600 * assumes acquisition of 100% of Sithe assets [LOGO FOR EXELON] NYSE: EXC Extracting Value . Combined portfolio provides diverse platform to expand national reach . Geographic diversity of assets - Better utilization of owned transmission - improves asset utilization - enables market expansion . Diversity of generation mix enhances portfolio of higher margin, custom products [This slide contains a vertical bar chart showing the projected market deliveries, in Gigawatt-hours, by geographic region for the year 2000.] Region 2000 Projected Market Deliveries Mid-West 27,800 Mid-Atlantic 35,200 Northeast 7,200 South 10,100 West 2,900 Sithe* 10,000 * Includes projected sales related to the pending Sithe acquisition [LOGO FOR EXELON] NYSE: EXC Combining Portfolios to Enhance Margins [This slide shows a diagram which illustrates how combining this portfolio will enhance margins. There are four ovals, one at each corner of the slide, surrounding a central oval. Arrows point from each outer oval to the central oval. The central oval is inscribed "Premium Product Sales"; the outer ovals are inscribed: upper left-"ComEd Generation"; upper right- "PECO Generation"; lower left- "AmerGen Generation"; and lower right- "Contracted Supply". ComEd Generation is associated with "Midwest Base Load in winter, Spring, and Fall". PECO Generation is associated with "Mid-Atlantic Intermediate and Peaking Year- round". AmerGen Generation is associated with "Base load Year-round". Contracted Supply is associated with "Regionally Diverse Intermediate and Peaking". Between the ComEd Generation and the PECO Generation ovals is the phrase: "Decreased costs from combining supply resources". Between the AmerGen Generation and the Contracted Supply ovals is the phrase: "Increased revenue from enhanced product offerings".] [LOGO FOR EXELON] NYSE: EXC Margin Enhancements Primary benefits from combining portfolio: . Portfolio synergy (lower cost of supply/higher sales revenue) . Redundant transmission savings . O&M savings by combining trading floors [This slide also contains a vertical bar chart showing the projected operating profit in millions of dollars for the years 2001, 2002, and 2003.] Year Operating Profit 2001 $32 million 2002 $62 million 2003 $75 million [LOGO FOR EXELON] NYSE: EXC Value-Creating Growth . Sithe acquisition - 49.9% by 2001, remainder in 3-5 years . 500 MW of new peaking capacity - 160MW sited in LaPorte, TX in agreement with Air Products for summer 2001 . Continuous Portfolio Growth Strategy for Target Regions - Asset Acquisitions - Long-Term Off-take Agreements - Joint-Ventures [This slide also contains a stacked vertical bar chart showing the projected Gigawatt-hour Supply for the years 2001, 2002, and 2003 differentiated by 1) Owned Assets; 2) EME, 3) Acquisitions/Growth and 4) Sithe*.] Year Owned Assets EME Acq./Growth Sithe* Total 2001 123,000 31,000 30,100 0 184,100 2002 125,000 20,000 51,000 0 196,000 2003 129,400 9,000 65,200 30,000 233,600 * assumes acquisition of 100% of Sithe assets [LOGO FOR EXELON] NYSE: EXC Our Competitive Advantages . Firm transmission positions and competency . Generation Supply - low cost base-load nuclear balanced with fossil acquisitions, development and contract positions . Native load hedge and physical delivery expertise . Generation development and fossil fuel management skills acquired . Active and experienced in the deregulating environment. [LOGO FOR EXELON] NYSE: EXC GenCo Financial Projections 2001 ------ Revenue $6.4 B Gross Margin $2.9 B O&M / A&G $1.4 B EBIT $980 M CapEx $950 M - ------------------------------------------- 2001-2003 --------- Revenue growth 12% . Increasing Volume - 15% annual market sales growth ...despite: . Declining forward curves - 10% reduction over 2001-2003 timeframe - ------------------------------------------- [LOGO FOR EXELON] NYSE: EXC GenCo Financial Projections 2001 ------ Revenue $6.4 B Gross Margin $2.9 B O&M / A&G $1.4 B EBIT $980 M CapEx $950 M - ----------------------------------------- 2001-2003 --------- EBIT growth (greater than)35% . Premium product focus . Stable O&M / A&G . Equity earnings growth: AmerGen & Sithe ...despite: . Continued commoditization - ----------------------------------------- [LOGO FOR EXELON] NYSE: EXC GenCo Financial Projections 2001 ------ Revenue $6.4 B Gross Margin $2.9 B O&M / A&G $1.4 B EBIT $980 M CapEx $950 M - ------------------------------------------------ 2001-2003 --------- CapEx increase due to: . Sithe and additional development opportunities . Continued AmerGen investments . Targeted reinvestment in existing assets - ------------------------------------------------ [LOGO FOR EXELON] NYSE: EXC Questions? [LOGO FOR EXELON] NYSE: EXC Exelon Energy Delivery Pamela Strobel President, Exelon Energy Delivery [LOGO FOR EXELON] NYSE: EXC Energy Delivery Footprint [This slide contains a graphic image depicting the Continental United States and ovals containing the following data:] Chicago - ------- 3.4 M Customers 90,500 GWh Sales Philadelphia - ------------ 1.5 M Customers 0.4 M Gas Customers 35,000 GWh Sales Exelon Energy Delivery - ---------------------- 4.9 M Customers 0.4 M Gas Customers 125,500 GWh Sales [The Chicago and Philadelphia ovals are each linked to the Exelon Energy Delivery oval by arrows.] [LOGO FOR EXELON] NYSE: EXC Energy Delivery Strategy [This slide shows a diagram of three stacked rectangles, decreasing in width from bottom to top. The bottom rectangle is divided into three sections linked by arrows and labeled from left to right: 1) "Deliver Reliable Service"; (leads to) 2) "Improve Customer Service"; (leads to) 3) "Sustain Productive Regulatory Relationships". The middle rectangle is labeled "Maximizing Value from Assets". The top rectangle is labeled "Optimize Opportunities".] [LOGO FOR EXELON] NYSE: EXC Improving ComEd's Reliability [This slide shows two line graphs side by side. The first graph shows the average number of interruptions from December 1998 through October 2000. The graph indicates a 32% improvement since December 1998.] 12 Months Average Number Ending of Interruptions Dec-98 2.18 Jan-99 2.17 Feb-99 2.21 Mar-99 1.82 Apr-99 1.82 May-99 1.76 Jun-99 1.72 Jul-99 1.83 Aug-99 1.74 Sep-99 1.69 Oct-99 1.66 Nov-99 1.49 Dec-99 1.49 Jan-00 1.41 Feb-00 1.44 Mar-00 1.43 Apr-00 1.48 May-00 1.60 Jun-00 1.52 Jul-00 1.35 Aug-00 1.40 Sep-00 1.46 Oct-00 1.48 [The second line graph shows the average duration of interruptions from December 1998 through October 2000. The graph indicates a 46% improvement since December 1998.] 12 Months Average Duration Ending of Interruptions (Minutes) Dec-98 269 Jan-99 273 Feb-99 274 Mar-99 212 Apr-99 211 May-99 205 Jun-99 195 Jul-99 205 Aug-99 184 Sep-99 176 Oct-99 175 Nov-99 136 Dec-99 136 Jan-00 136 Feb-00 132 Mar-00 131 Apr-00 134 May-00 158 Jun-00 154 Jul-00 129 Aug-00 138 Sep-00 141 Oct-00 144 [LOGO FOR EXELON] NYSE: EXC Reliability - Becoming An Industry Leader . Maintaining the infrastructure ComEd . Catching up to get systems in order . Replacing older equipment PECO . Maintaining good record on outage frequency . Improving outage duration . Managing outages - Specific programs: tree-trimming, sectionalizing - Re-engineering storm response protocols [LOGO FOR EXELON] NYSE: EXC Reliability: Keeping Up With Growth [This slide contains a line graph showing historical Chicago load projections in Megawatts for the years 1990 through 2000. From the year 2000 through 2005 there are three possible projections: low projection - Without Data Centers; medium projection - With Data Centers (Minimum Estimate); and a high projection - With Data Centers (High End estimate).] Year Without With Data Centers With Data Centers Data Centers (Minimum Estimate) (High End Estimate) 1990 4723 4723 4723 1991 4707 4707 4707 1992 4262 4262 4262 1993 4536 4536 4536 1994 4524 4524 4524 1995 4946 4946 4946 1996 4745 4745 4745 1997 4693 4693 4693 1998 4869 4869 4869 1999 5310 5310 5310 2000 5428 5428 5428 2001 5576 5668 5760 2002 5699 5900 6101 2003 5796 6046 6296 2004 5884 6134 6384 2005 5964 6214 6464 [LOGO FOR EXELON] NYSE: EXC Technology Related Growth In Chicago "City's future promising as tech center, pros say" - Chicago Sun-Times, Nov. 10, 2000 "Telecom hotels occupying developers' dreams" - Chicago Tribune, Nov. 8, 2000 ComEd's service territory includes the 4th fastest growing digital economy in the country. - Technology Today For Chicago's Tomorrow, Nov. 2000 [LOGO FOR EXELON] NYSE: EXC Optimizing Opportunities From Demand Growth Internet "Hotels" . High demand for data centers in both cities - Chicago has 24 applications for Server Hotels - Would add 600 mw of power demand - Equivalent to 40% of total current load in downtown Chicago . 99.9999% reliability expectation - Targeted pricing for premium services - Within rate caps and existing tariffs [LOGO FOR EXELON] NYSE: EXC Financial Projections - 2001 $ Million --------- Revenues $ 9,580 Gross Margin $ 5,380 Operating Expenses $ 1,750 EBITDA $ 3,620 EBIT $ 2,460 [LOGO FOR EXELON] NYSE: EXC Capital Projections - 2001 CapEx - ----- PECO $0.26 B ComEd $0.90 B ------- Total $1.16 B [This slide also contains a pie chart which shows the relative proportion of capital expenditures by type.] New Business 20% Capacity/Reliability 65% Other 15% [LOGO FOR EXELON] NYSE: EXC Improving Customer Satisfaction . Targeting top quartile performance . Key drivers: - Reliability every day - Improving storm response - Customer communications . timely, accurate information - Putting customers first . streamlined processes . self-service options [This slide also contains a vertical bar chart showing the projected rating of Exelon Energy Delivery on the American Customer Satisfaction Index for the years 2000, 2001, 2002 and 2003. Also shown for reference is the rating of the Industry Top Quartile (78).] Year Rating (Out of 100) 2000 66 2001 72 2002 75 2003 78 Industry Top Quartile Rating = 78 [LOGO FOR EXELON] NYSE: EXC Maximizing Value From Assets . Driving down costs - Improving work processes - Improving productivity - Operational excellence: best practices and benchmarking . Realizing synergies - Accomplishing merger plans - Finding new areas of savings . Standardizing the Energy Delivery platform [LOGO FOR EXELON] NYSE: EXC Restructuring Is Working Chicago - ------- . The transition is working smoothly; the marketplace is developing . New generation is being proposed and built in Illinois Philadelphia - ------------ . 1/2/00 customer choice fully phased-in . PECO will meet 35% residential hurdle by 1/1/01 [LOGO FOR EXELON] NYSE: EXC Optimizing Opportunities From Technology Automated Meter Reading (AMR) . Starting in Philadelphia - complete AMR installation underway . Realizing operational savings [LOGO FOR EXELON] NYSE: EXC Transmission Developments . Exelon withdrawing ComEd's system from Midwest ISO - Subject to regulatory approval . ComEd joining the Alliance Regional Transmission Organization - Facilitates transactions to and from East - Expected to be operational by year-end 2001 [LOGO FOR EXELON] NYSE: EXC Summary . Protecting and enhancing the regulated revenue stream - Improving reliability and customer satisfaction . Positioning for future positive regulatory outcomes . Cost management . Additional opportunities [LOGO FOR EXELON] NYSE: EXC Questions? [LOGO FOR EXELON] NYSE: EXC Exelon Enterprises Michael J. Egan President & CEO, Exelon Enterprises [LOGO FOR EXELON] NYSE: EXC Exelon Enterprises Strategy . Leverage Exelon's: - physical assets - customer relationships - competencies: energy, energy services, infrastructure management and telecommunications . To generate value from: - utility outsourcing of construction and maintenance - rapid growth of voice, video and internet - consumers' need for energy services [LOGO FOR EXELON] NYSE: EXC Strategic Priorities . Competency-based development strategy . Develop pipeline of viable growth businesses . Create opportunities to extract value from customer relationships . Rationalize existing investments Exercise unrelenting financial discipline [LOGO FOR EXELON] NYSE: EXC Combined Portfolio Creates Opportunities [This slide shows in a pictorial fashion the businesses, skills, and principal markets of the PECO and Unicom companies:] PECO Unicom ----------------------- -------------------- Businesses Infrastructure Svcs Mechanical Svcs Telecom Energy Solutions Electric Sales Gas Sales Skills Infrastructure Mgmt Customer & Energy Logistics Solutions Principal Telecom, Electric Small & Mid-sized Markets Gas Utilities Businesses [LOGO FOR EXELON] NYSE: EXC A Customer Focused Portfolio [This slide depicts a circle formed by three overlapping arrows rotating counter-clockwise on the circumference. Inside each arrow is a legend: 1) "EIS"; 2) "Telecom", and 3) "Energy Services and Supply". In the center of the circle in bold face is the word "Customer". Surrounding the entire composition is another bold circle which is indicated to be "Exelon Capital Partners"] [LOGO FOR EXELON] NYSE: EXC Building the Infra-Com Concept [This slide shows a simple line diagram on two intersecting axes. The vertical axis is noted as "Developing Competencies". The horizontal axis is noted as "Market Opportunities". From the origin of the axes, an arrow extends diagonally through three overlapping regions. The arrow is solid through the first two regions and dashed through the third region and beyond. The first region is indicated as "Regional Telecom, Infrastructure and Mechanical Services Businesses". The next region, which encompasses in its entirety this first region, is indicated as "National Infrastructure Services and Mechanical Services Businesses". The third region, which encompasses the first two, is indicated to be "National Telecom, Infrastructure Services and Energy Solutions Businesses." [LOGO FOR EXELON] NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services [LOGO FOR EXELON] NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services (EIS) . Exelon Energy Solutions and Mechanical Services [LOGO FOR EXELON] NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services (EIS) . Exelon Energy Solutions and Mechanical Services . Exelon Energy Supply [LOGO FOR EXELON] NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services (EIS) . Exelon Energy Solutions and Mechanical Services . Exelon Energy Supply . Exelon Thermal [LOGO FOR EXELON] NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services (EIS) . Exelon Energy Solutions and Mechanical Services . Exelon Energy Supply . Exelon Thermal . Exelon Communications [LOGO FOR EXELON] NYSE: EXC The Enterprise Portfolio . Exelon Infrastructure Services (EIS) . Exelon Energy Solutions and Mechanical Services . Exelon Energy Supply . Exelon Thermal . Exelon Communications . Exelon Capital Partners [LOGO FOR EXELON] NYSE: EXC Financial Performance Forecast [LOGO FOR EXELON] NYSE: EXC Enterprises Financial Projections 2001 ------ Revenue $ 3 B EBITDA $140 M EBIT $ 60 M Net Income $(15 M) CapEx $550 M [LOGO FOR EXELON] NYSE: EXC Questions? [LOGO FOR EXELON] NYSE: EXC Exelon Financial Overview Ruth Ann Gillis Chief Financial Officer [LOGO FOR EXELON] NYSE: EXC Projected EPS to Common [This slide is a vertical bar graph depicting projected earnings per share for the years 2001, 2002, and 2003.] $/Share 2001 $4.50 2002 $4.95 2003 $5.40 [LOGO FOR EXELON] NYSE: EXC 2001: Earnings Expectations Adjustments Original earnings expectations for 2001 $ 4.20 / share Increased O&M & Depreciation in Energy Delivery $(0.30) / share Lower Intangible/Regulatory Asset Amortization $ 0.60 / share - Reduced intangible/regulatory asset from $1B to $300 MM - Partially offset by increased goodwill of $700MM - Net 2001 amortization reduced $185 MM --------------- Revised earnings expectations for 2001 $ 4.50 / share [LOGO FOR EXELON] NYSE: EXC 2001 Financial Projections ($ in millions, except per share data) 2001 ------ Revenue $15,300 Fuel & Purchased Power 4,600 Operating Expenses 5,700 EBIT 3,500 Net Income to Common 1,430 Avg. Shares Outstanding 318 Earnings Per Share $4.50 [LOGO FOR EXELON] NYSE: EXC 2001 Projected Earnings by Business Segment [This slide shows a pie chart with the 2001 projected earnings, in millions of dollars, from the three business segment: GenCo; Energy Delivery; and Enterprises:] Segment EBIT GenCo $ 980 Energy Delivery $2,460 Enterprises $ 60 ------ Total 2001 EBIT $3,500 MM [LOGO FOR EXELON] NYSE: EXC 2001 Projected CapEx by Business Segment [This slide shows a pie chart with the 2001 projected Capital Expenditures, in millions of dollars, for the four business segments: GenCo; Energy Delivery; Enterprises, and BSG/CC:] Segment CapEx GenCo $ 950 Energy Delivery $1,160 Enterprises $ 550 BSG/CC $ 40 ------ Total 2001 CapEx $2,700 MM [LOGO FOR EXELON] NYSE: EXC Key Assumptions 2001 2002 2003 ------ ------ ------ Nuclear Capacity Factor 92% 90% 93% Total GenCo Sales (GWh) 183,970 195,640 203,530 Total Delivery Sales (GWh) 125,500 127,700 130,700 Tot. Unreg. Retail Sales (GWh) 10,850 16,670 21,180 Volume Retention PED 65% 64% 64% CED 86% 81% 80% Market Clearing Price ($/MWh) ~$34 ----------> ~$30 Merger Synergies ($MM) $135 $225 $265 Effective Tax Rate 38% 38% 38% [LOGO FOR EXELON] NYSE:EXC Rules of Thumb - -/+ 1% Load Growth = -/+ $0.06 EPS - -/+ 1% Capacity Factor = -/+ $0.07 EPS - -/+ $1 Wholesale Market Price = -/+ $0.07 EPS - - 1% Effective Tax Rate = + $0.09 EPS [LOGO FOR EXELON] NYSE: EXC Long Range Plan Drivers (2001-2003) . Cost synergies and revenue enhancements . Increased nuclear generation and efficiency improvements . Power marketing wholesale volume growth and market prices . AmerGen . Sithe . Enterprises growth . Customer choice . Capital expenditures [LOGO FOR EXELON] NYSE: EXC Purchase Accounting Overview - Goodwill $ Billions ---------- Purchase Price $ 5.9 Less: UCM Book Value 3.7 ----- Merger Related Goodwill $ 2.2 Plus: Goodwill resulting from Fair Value Write-down 2.4 ----- Total Goodwill $ 4.6* ===== * Goodwill will be amortized over 40 years. In addition, $300 million of regulatory asset will be amortized over the years 2001 - 2003. PRELIMINARY, SUBJECT TO AUDIT [LOGO FOR EXELON] NYSE: EXC Purchase Accounting Overview - Goodwill ($billions) Proxy Statement Current --------------- ------- Merger Related Goodwill $2.293 $2.250 Fair Value Goodwill 1.550 2.341 Intangible Asset 1.000 0.300 ------ ------ Total $4.843 $4.891 ====== ====== PRELIMINARY, SUBJECT TO AUDIT [LOGO FOR EXELON] NYSE: EXC Questions? [LOGO FOR EXELON]