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


                                  March 5, 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 March 5, 2002, John W. Rowe, President and Co-CEO of Exelon Corporation, made a presentation to investors at the Morgan Stanley Global Electricity & Energy Conference in New York City. Attached as an exhibit to this Current Report on Form 8-K are the slides used in Mr. Rowe's presentation. In addition, the following materials were made available to investors attending the conference: 1. An Exelon executive management organizational chart (attached hereto as Exhibit 99.2); 2. An Exelon EPS estimate identifying assumptions and sensitivities (previously filed as Exhibit 99.2 to Exelon's February 13, 2002 Form 8-K concerning materials distributed at the UBS Warburg Energy and Utilities Conference); 3. A list of Exelon-owned generation assets (attached hereto as Exhibit 99.3); 4. A list of Exelon's major long-term generation contracts and a list of AmerGen generation assets in which Exelon has 50% ownership (attached hereto as Exhibit 99.4); 5. A list of Sithe assets (attached hereto as Exhibit 99.5); and 6. 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. Rowe's presentation. 99.2 Exelon executive management organizational chart. 99.3 A list of Exelon-owned generation assets. 99.4 A list of Exelon's major long-term generation contracts and a list of AmerGen generation assets in which Exelon has 50% ownership. 99.5 A list of Sithe assets. 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 March 5, 2002
                                                            Exhibit 99.1

NYSE:EXC

Exelon Corporation

A Measure of Our Strengths


John W. Rowe
President

Morgan Stanley Global Electricity & Energy Conference, New York City
March 5, 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        High performance culture 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 with an estimated population of about 8 million including
               the City of Chicago

o        PECO customers

          -    1.5 million electric customers in a nearly 2,000 square-mile
               service area with a population of about 3.6 million including the
               City of Philadelphia

          -    425,000 natural gas customers in a nearly 1,500 square-mile
               service area with a population of about 1.9 million in
               southeastern Pennsylvania

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High Performance Culture

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        Federal and State regulatory initiatives

o        Optimize supply portfolio

o        Company-wide cost management initiative

o        Growth through disciplined investment

o        Optimize value of Exelon Enterprises portfolio

[logo for Exelon]



Enterprises Portfolio Optimization

o        Announced sale of 49% interest in AT&T Wireless joint venture for $285
         million in cash

o        Anticipate transaction to close in the first half of 2002

o        Expect to record after-tax gain of about $120 million or $0.37/share

o        Consistent with strategy to optimize portfolio value

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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

[logo for Exelon]

                                  Exhibit 99.2

EXELON [LOGO] EXELON EXECUTIVE MANAGEMENT ------------------- John W. Rowe Exelon Corporation | | | | | ------------------------------------------------------------|------------------------------------- | | | | | | | | - ---------------- ------------------- | ------------------------ Ian McLean Pamela B. Strobel | Oliver D. Kingsley, Jr. SVP, Exelon Vice Chair & CEO | EVP, Exelon Corporation; Corporation; Exelon Energy | CEO & President President, Power Delivery | Exelon Generation Team Exelon | | | Generation | | ---------------|---------------- | | | | | | | -------------------- | ---------------------- | | Honorio J. Padron | George H. Gilmore | | SVP, Exelon | SVP, Exelon | | Corporation; President, | Corporation; President, ----------------------------------------------- | Business Services | Exelon Enterprises | | | | | | | | | | - ------------------- ---------------- --------------- | | Kenneth G. Lawrence Frank M. Clark David R. Helwig | | President & COO, SVP, Exelon EVP, ComEd | | Exelon Energy Energy Delivery; Operations | ---------------------|---------------- Delivery; President, ComEd | | | | President, PECO | ---------------- --------------- ------------------- | Gerald R. Rainey John L. Skolds Christine A. Jacobs | SVP, Sithe SVP, Exelon SVP, Exelon | Energies Inc. Generation; Generation; | President & CNO President, Exelon | Exelon Nuclear Power | | Note: Oliver D. Kingsley, Jr. will also be responsible | for the management of the Pebble Bed Modular | Reactor (PBMR) Project. | | | | ---------------------------------------------------------------------------------------------------------------- | | | | | | | | | | | | - ------------------ --------------------- ------------------ ----------------- ---------------- ------------------ Elizabeth A. Moler Randall E. Mehrberg Ruth Ann M. Gillis S. Gary Snodgrass David W. Woods Paul E. Haviland SVP, Governmental SVP & General Counsel SVP & CFO SVP & Chief Human SVP, Exelon VP, Corporate Affairs & Public Exelon Corporation Exelon Corporation Resources Officer, Corporation; SVP, Development Policy, Exelon Exelon Corporation Communications & | Corporation Public Affairs, | Exelon Generation | | | | ------------------ Charles P. Lewis VP, Strategy & Development
                                                                    Exhibit 99.3

                             Owned Generation Assets

The following table sets forth at May 31, 2001 the net generation capacity of,
and other information about, the stations that we own directly:

Net Fuel/Technology Generation - --------------- No of % Primary Dispatch Capacity Station Location Units Owned (1) Fuel Type Type MW (2) ------- -------- ----- --------- --------- ------- ------- Nuclear (3) Braidwood Braidwood, IL 2 Uranium Base-load 2,308 Byron Byron, IL 2 Uranium Base-load 2,304 Dresden Morris, IL 2 Uranium Base-load 1,592 LaSalle Country Seneca, IL 2 Uranium Base-load 2,291 Limerick Limerick Twp., PA 2 Uranium Base-load 2,312 Peach Bottom Peach Bottom Twp., PA 2 46.245 Uranium Base-load 1,028 Quad Cities Cordova, IL 2 75.00 Uranium Base-load 1,172 Salem Hancock's Bridge, NJ 2 42.59 Uranium Base-load 942 Fossil (Steam Turbines) Cromby 1 Phoenixville, PA 1 Coal Base-load 144 Cromby 2 Phoenixville, PA 1 Oil Intermediate 201 Delaware Philadelphia, PA 2 Oil Peaking 250 Eddystone 1, 2 Eddystone, PA 2 Coal Base-load 581 Eddystone 3, 4 Eddystone, PA 2 Oil Intermediate 760 Schuylkill Philadelphia, PA 1 Oil Peaking 166 Conemaugh New Florence, PA 2 20.72 Coal Base-load 352 Keystone Shelocta, PA 2 20.99 Coal Base-load 357 Fairless Hills Falls Twp., PA 2 Landfill Gas Peaking 60 Fossil (Combustion Turbines) Chester Chester, PA 3 Oil Peaking 39 Croydon Bristol Twp., PA 8 Oil Peaking 380 Delaware Philadelphia, PA 4 Oil Peaking 56 Eddystone Eddystone, PA 4 Oil Peaking 60 Falls Falls Twp., PA 3 Oil Peaking 51 Moser Lower Pottsgrove Twp., PA 3 Oil Peaking 51 Pennsbury Falls Twp., PA 2 Landfill Gas Peaking 6 Richmond Philadelphia, PA 2 Oil Peaking 96 Schuylkill Philadelphia, PA 2 Oil Peaking 30 Southwark Philadelphia, PA 4 Oil Peaking 52 Salem Hancock's Bridge, NJ 1 42.59 Oil Peaking 16 Fossil (Internal Combustion) Cromby Phoenixville, PA 1 Oil Peaking 3 Delaware Philadelphia, PA 1 Oil Peaking 3 Schuylkill Philadelphia, PA 1 Oil Peaking 3 Conemaugh New Florence, PA 4 20.72 Oil Peaking 2 Keystone Shelocta, PA 4 20.99 Oil Peaking 2 Hydroelectric Conowingo Harford Co., MD 11 Hydro Base-load 512 Pumped Storage Muddy Run Lancaster Co., PA 8 Hydro Intermediate 977 ---- -------- Total 97 19,159 - ------------------------- (1) 100%, unless otherwise indicated. (2) For nuclear stations, capacity reflects the annual mean rating. All other stations reflect a summer rating. (3) All nuclear stations are boiling water reactors except Braidwood, Byron and Salem, which are pressurized water reactors.
We operate all of the facilities except for Salem, which is operated by PSEG Nuclear LLC, Keystone and Conemaugh, which are operated by Reliant Energy.
                                                                    Exhibit 99.4

                                      Major Long-Term Contracts

Seller Location Capacity (MW) Expiration Midwest Generation, LLC . . . . . . . . . Various in Illinois 9,460 2004 Kincaid Generation, LLC . . . . . . . . . .Kincaid, Illinois 1,108 2012 Tenaska Georgia Partners, LP . . . . . . . Franklin, Georgia 900 2029 Tenaska Frontier, Ltd . . . . . . . . . . .Shiro, Texas 830 2020 Others . . . . . . . . . . . . . . . . . . Various 3,715 2002 to 2022 ------- Total 16,013 - -------------------------
Excludes contracts under 500 MWs. These contracts total approx. 1,000 MWs. - ------------------------------------------------------------------------------ AmerGen Generation Assets The following table includes the net generation capacity of, and other information about, the stations that we own through AmerGen at January 1, 2002:
Generation Net No of Primary Dispatch Capacity Fuel/Technology Station Location Units Fuel Type Type MW (1) - --------------- ------- -------- ----- ------- ---------- -------- Nuclear (2) Clinton Clinton, IL 1 Uranium Base-load 933 Oyster Creek Lacey Twp., NJ 1 Uranium Base-load 630 Three Mile Island Unit No.1 Harrisburg, PA 1 Uranium Base-load 835 --- Total 3 2,398 Exelon 50% ownership 1,199 - ------------------------- (1) Capacity reflects the annual mean rating. (2) Clinton and Oyster Creek are boiling water reactors, while TMI is a pressurized water reactor.
         Sithe Assets

          Operating         MAAC     NPCC/C     WSCC     Other       Total
Mystic 1                                11                              11
Mystic 4                               135                             135
Mystic 5                               135                             135
Mystic 6                               138                             138
Mystic 7                               565                             565
New Boston 1                           350                             350
New Boston 2                           350                             350
New Boston 3                            20                              20
Wyman 4                                 36                              36
West Medway 1                           60                              60
West Medway 2                           60                              60
West Medway 3                           57                              57
Framingham 1                            11                              11
Framingham 2                            11                              11
Framingham 3                            12                              12
Fore River 1                            12                              12
Fore River 2                            12                              12
Batavia                                 50                              50
Massena                                 66                              66
Ogdensburg                              71                              71
Sterling                                56                              56
Independence                         1,042                            1042
Cardinal                               152                             152
TEG II                                                     115         115
Kenilworth                    26                                        26
Greeley                                          72                     72
Oxnard                                           48                     48
Naval Station                                    45                     45
North Island                                     37                     37
NTC/MCRD                                         23                     23
Bypass                                           10                     10
Hazelton                                          9                      9
Elk Creek                                         2                      2
Rock Creek                                        4                      4
Montgomery Creek                                  3                      3
Total Operating               26     3,412      252        115       3,805

        In Development      MAAC      NPCC/C    WSCC      Other      Total
Heritage                               800                             800
Brampton                               800                             800
Mississauga                            800                             800
TEG I                                                      115         115
Mystic 8                               800                             800
Mystic 9                               800                             800
Fore River 3                           800                             800
Total in development           -     4,800        -        115       4,915

                            MAAC      NPCC/C    WSCC      Other      Total
Total Generation              26     8,212      252        230       8,720