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


                                February 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) 394-4321 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
Item 9. Regulation FD Disclosure On February 18, 2002, Corbin A. McNeill, Jr., Chairman and Co-CEO of Exelon Corporation, made a presentation to investors at the EEI International Financial Conference, London. Attached as an exhibit to this Current Report on Form 8-K are the slides used in Mr. McNeill's presentation. In addition, the following materials were made available to investors attending the conference: 1. Background information (previously included as Exhibit 99.2 to Exelon's Current Report on Form 8-K filed on February 13, 2002, concerning materials distributed at the UBS Warburg Energy and Utilities Conference). 2. Exelon Earnings Press Release (included in Exelon's Current Report on Form 8-K filed on January 31, 2002). 3. Exelon Press Release announcing restatement of third quarter 2001 results (included in Exelon's Current Report on Form 8-K filed on January 25, 2002). 4. Materials on Regulatory Initiatives in Illinois (previously included as Exhibit 99.5 to Exelon's Current Report on Form 8-K filed on February 13, 2002, concerning materials distributed at the UBS Warburg Energy and Utilities Conference). 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 2000 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 Slides used in Mr. McNeill's presentation . 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 February 18, 2002




Exhibit 99.1

NYSE:EXC

Exelon Corporation

A Measure of Our Strengths


Corbin A. McNeill, Jr.
Chairman and Co-Chief Executive Officer

EEI International Financial Conference, London
February 18, 2002

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Forward-Looking Statements
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. 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 2000 Annual Report. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
presentation. 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 presentation.

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Exelon's Integrated Business Portfolio

Portfolio includes mix of energy-related businesses.

o    40,000+ MW supply portfolio balanced by fuel type, dispatch flexibility and
     geography

o    Retail base of about 5 million customers in 2 major metropolitan areas of
     the U.S.

o    Core competency of operational excellence across business units

o    Management skills to shape the evolution of regulatory and industry
     structures

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Balanced Supply Portfolio

Energy supply portfolio totals more than 40,000 MWs.

Portfolio profiles (estimates):

o    Fuel mix: 36% nuclear, 20% coal, 4% hydro, and 40% gas/oil

o    Geographic mix: 60% in MAIN, 26% in PJM, and the balance in 6 different
     regions

o    Dispatch mix: 55% base load, 15% intermediate and 30% peaking

o    Ownership mix: 50% owned and 50% contracted


Note: Data includes owned and contracted generation.

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Diverse Retail Customer Base

Serve approximately 5 million customers in 2 major metropolitan areas of the
U.S.

o    ComEd customers

     -    3.5 million electric customers in an 11,300 square-mile service area
          including the City of Chicago

o    PECO customers

     -    1.5 million electric customers in a nearly 2,000 square-mile service
          area including the City of Philadelphia

     -    425,000 natural gas customers in a nearly 1,500 square-mile service
          area in southeastern Pennsylvania

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Core Competency of Operational Excellence

Operating expertise extends across all business units.

o    Delivery: Reasonable return and robust cash flow with improving key
     performance measures

o    Nuclear: Reduced all-in cost to 2.04 cents per kWh and achieved 94.4%
     capacity factor in 2001

o    Fossil: Profitable and efficient with 97% on-time delivery and 94.4%
     dispatch availability in 2001

o    Power Team: Effective hedging and active management of supply portfolio


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Effective Management Skills

Management shaping the evolution of regulatory and industry structures.

o    PECO transition: Recovery of stranded costs under a rate cap through 2010

o    ComEd transition: Recovery of transition costs through 2006 with a rate
     freeze through 2004

o    POLR initiative: Shaping the appropriate development of supply competition

o    FERC activities: Promoting practical RTO standards and broader market power
     test

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2001 Successes

o    Created powerful new company

o    Focused on operating excellence

o    Achieved merger synergies

o    Recorded 15% EPS growth

o    Demonstrated balance sheet strength


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2002 Opportunities

o    Continued focus on operating excellence

o    Federal and State regulatory initiatives

o    Optimize supply portfolio

o    Company-wide cost management initiative

o    Growth through disciplined investment

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2002 Expectations

Our integrated businesses support:

o    A strong balance sheet

o    Robust cash flow

o    Risk management opportunities

o    Maximization of asset value

o    A low-cost generation position

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