<PAGE>
Filed by EXELON CORPORATION
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: EXELON CORPORATION
Commission File No.: 333-37082
Set forth below is the text of the slides used during discussions with
shareholders and financial analysts of the proposed merger transaction of PECO
Energy Company and Unicom Corporation to form Exelon Corporation.
The following communications contain 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 naturally 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 and the proposed merger involving PECO Energy Company and
Unicom Corporation. The following factors, among others, could cause actual
results to differ materially from those described herein: inability to obtain,
or meet conditions imposed for, governmental approvals for the merger; failure
of the PECO Energy Company or Unicom Corporation stockholders to approve the
merger; the risk that the PECO Energy Company and Unicom Corporation businesses
will not be integrated successfully; and other economic, business, competitive
and/or regulatory factors affecting PECO Energy Company's and Unicom's
businesses generally. More detailed information about those factors is set
forth in the joint proxy statement/prospectus regarding the proposed merger.
Neither PECO Energy Company nor Unicom Corporation is under any obligation to
(and expressly disclaims any such obligation to) update or alter its forward-
looking statements whether as a result of new information, future events or
otherwise.
* * * * * * * * * * * * * *
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information because it contains important information. The
joint proxy statement/prospectus has been filed with the Securities and Exchange
Commission by Exelon Corporation. The joint proxy statement/prospectus was
declared effective by the Commission on May 15, 2000. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by PECO Energy Company and Unicom Corporation with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from PECO Energy Company or from Unicom Corporation.
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[LOGO FOR PECO ENERGY] [LOGO FOR UNICOM]
A Compelling
Combination
May, 2000
<PAGE>
[LOGO FOR PECO ENERGY] [LOGO FOR UNICOM]
Important Notice
The following communications contain 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 naturally
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 and the proposed merger involving PECO Energy Company and Unicom
Corporation. The following factors, among others, could cause actual results to
differ materially from those described herein: inability to obtain, or meet
conditions imposed for, governmental approvals for the merger; failure of the
PECO Energy Company or Unicom Corporation stockholders to approve the merger;
the risk that the PECO Energy Company and Unicom Corporation businesses will not
be integrated successfully; and other economic, business, competitive and/or
regulatory factors affecting PECO Energy Company's and Unicom's businesses
generally. More detailed information about those factors is set forth in the
joint proxy statement/prospectus regarding the proposed merger. PECO Energy
Company and Unicom Corporation are under no obligation to (and expressly
disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information because it contains important information. The
joint proxy statement/prospectus has been filed with the Securities and Exchange
Commission by PECO Energy Company and Unicom Corporation. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by PECO Energy Company and Unicom Corporation with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from PECO Energy Company or from Unicom Corporation.
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[LOGO for PECO Energy] [LOGO for Unicom]
Agenda
. Vision
. Performance and merger overview
. Exelon's growth strategy and earnings preview
. Generation and Power Marketing
. Energy Delivery
. Enterprises
. Wrap-up and Q&A
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[LOGO for PECO Energy] [LOGO for Unicom]
EXELON
will be the most
recognized and
admired utility
services company
in the world.
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[LOGO for PECO Energy] [LOGO for Unicom]
A Compelling Combination
. National power marketing portfolio
. Nation's largest low-cost nuclear fleet
. Multi-regional distribution platform
. Among the largest electric utility customer bases
. Enterprises portfolio with proven value
. Financial scale and resources to execute
. Shareholder-driven management team
<PAGE>
[LOGO for PECO Energy] [LOGO for Unicom]
This Combination Delivers
. Enhanced competitive advantage
across all three business segments
. 10% average annual EPS growth
. Immediate earnings accretion
<PAGE>
[LOGO for PECO Energy] [LOGO for Unicom]
Relentless Execution
an update on the last 8 months
Operations Merger Growth
---------- ------ ------
. Achieved 95% Q1 . Restructured the . Acquired two
nuclear capacity merger agreement nuclear plants
factor
. Securitized an . Repurchased $1B . Acquired six
additional $1B of stock infrastructure
services companies
. Upgraded . Reached merger . Acquired three
Chicago delivery settlement in PA mechanical
system contractors
. Great Q1 . Gained approval . Added 63,000 new
earnings - from FERC and wireless customers
exceeded street completed DOJ review and put 17,000 lines
expectations of fiber in service.
. Aggressive
integration
schedule on track
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Approval Milestones
. FERC - approval granted without condition
. DOJ - review process completed
. ICC - merger notice completed; GenCo decision pending
. PA PUC - settlement reached; decision pending
. Shareholders - vote scheduled June 27, 28
. NRC - decision pending; expected June
. SEC - decision anticipated September
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[LOGO for PECO Energy] [LOGO for Unicom]
Exelon's Business Structure
Exelon Corporation
Exelon Exelon Exelon
Generation Energy Delivery Enterprises
Power Team ComEd Energy Delivery Infrastructure
Services
Nuclear PECO Energy Delivery
Operations Energy Services
PECO Gas Distribution
AmerGen Telecommunications
Fossil/Hydro Energy
Operations
Thermal
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon's Management Team
Corbin A. McNeill, Jr./John W. Rowe
Exelon Exelon Energy Exelon Exelon
Generation Delivery Enterprises Corporate
Oliver Kingsley Pam Strobel Paul Elbert Michael Egan
Nuclear Energy Delivery Enterprises Finance
Ian McLean Carl Croskey Gary Snodgrass
Power Team ComEd Delivery Human Resources
Ken Lawrence
PECO Delivery
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Foundation for Growth
[Slide contains a bar graph depicting actual earnings before special items for
1998 and 1999 and IBES projected earnings for 2000 for PECO and Unicom and
projected earnings growth for Exelon for 2000 (pro forma annualized), 2001, 2002
and 2003. The Exelon graph indicates a 10% growth for 2001 to 2003.
<TABLE>
<CAPTION>
PECO
<S> <C>
1998 $2.66
1999 $3.17
2000 $3.60
Unicom
1998 $2.27
1999 $2.89
2000 $3.25
Exelon
2000(pro forma annualized) $3.70
2001 $4.20
2002 $4.60
2003 $5.10]
</TABLE>
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[LOGO FOR PECO ENERGY] [LOGO FOR UNICOM]
Sources of 10% Earnings Growth
Energy Regulatory $5.10
Delivery Other
Enterprises
AmerGen
Generation
Power
Marketing
$3.70 Cost
Synergies
2000 2003
Pro Forma
Annualized
[Slide contains a bar graph depicting the 2000 Pro Forma Annualized earnings of
Exelon at $3.70 increasing to earnings of $5.10 in 2003. The following elements
contributing to this increase have been listed on the bar graph but not
quantified: Cost Synergies, Power Marketing, Generation, AmerGen, Enterprises,
Energy Delivery and Regulatory Other.]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Generation
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Generation Strategy
. Drive cost leadership through proven fleet management model and economies of
scale
. Grow asset portfolio through long term supply contracts, acquisitions, and
development
. Optimize portfolio through balanced generation mix and geographic presence
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[PECO ENERGY LOGO] [UNICOM LOGO]
Improving Nuclear Fleet Production
. Shorten refueling outages
. Improve material condition
. Implement rigorous operating standards and best-in-class practices
. Every 1% increase in fleet capacity factor:
. 1,225 additional GWh
. $33M margin increase
. $0.06 EPS increase
[Slide contains bar graph depicting the Capacity Factors of approximately 87%
for 1999, approximately 89% for 2000, approximately 90% for 2001, approximately
91% for 2002 and approximately 92% for 2003.]
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[logo of PECO ENERGY] [logo of Unicom]
Nuclear Competitive Advantage
. Current nuclear all-in cost 2.9c/kWh
. Nuclear cost stretch target capitalizes on tangible opportunities
. All-in nuclear cost stretch-target remains below forecasted 2.4c/kWh CCGT
marginal cost
All-in Cost
[Slide contains a bar graph depicting the Current All-in Cost of 2.9 cents per
kWh decreasing to an All-in Cost Target of approximately 2.0 cents per kWh.
There are five elements which are depicted to contribute to the decrease to
achieve the All-in Cost Target. Asset Write-down of approximately 0.4 cents per
kWh, Productivity Improvements of approximately 0.2 cents per kWh, Labor,
Materials and Services and Operating and Maintenance Reduction aggregating
approximately 0.3 cents per kWh.]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Generation Footprint
[MAP]
Nuclear 16.9 GW
Fossil/Hydro 5.4 GW
Contracts 11.9 GW
-------
Total 34.2 GW
[Slide depicts a map of North America which identifies each of the National
Electricity Reliability Council regions in which Exelon will participate. Below
is the listing of the regions and the respective gigawatts:
MAIN region 21.7 GW
ERCOT region 0.9 GW
NPCC region 0.5 GW
MAAC region 11.1 GW]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Pursuing a Balanced Portfolio
[The slide depicts a bar graph reflecting the components of Baseload,
Intermediate and Peaking with total gigawatts for 2000 of 34.2 GW and for 2003
of 40-50 GW. In 2000, Baseload is approximately 27 GW, Intermediate is
approximately 5 GW and Peaking is approximately 2 GW. In 2003, Baseload is
approximately 27-30 GW, Intermediate is approximately 9-14 GW and Peaking is
approximately 4-6 GW.]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Extracting Additional Value
Asset-Based Power Marketing
. Geographic diversity of assets
--reduces transmission costs
--improves asset utilization
--enables market expansion
. Diversity of generation mix enhances portfolio of higher margin, custom
products
. Minimize supply costs through coordinated dispatch
. Complementary skill sets within marketing organizations
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Combining Excess Supply To Enhance Margins
[The slide depicts a diagram showing that there are two components to Premium
Product Sales. These are decreased costs from combining resources and increased
revenue from enhanced product offerings. The diagram shows that the four
components of the Premium Product Sales and their excess supply sources are:
ComEd Generation - Midwest Base Load Winter, Spring and Fall
PECO Generation - Mid-Atlantic Intermediate and Peaking Year-round
AmerGen Generation - Base Load Year-round
Contracted Supply - Regionally Diverse Intermediate and Peaking]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Power Marketing Margin Synergies
Achieving marketing synergies of 1% would yield $50 M/year:
. 185,000 GWh of supply to be optimized
. 60,000 GWh of market sales to be optimized
Transmission purchasing optimization would yield $25 M/year
Marketing Synergies (1% Model) =
$75 M per year by 2003
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Generation
Synergies Outlook
. $145 Million
. Cost Synergies $70 M
-- standardization of organization and processes
-- leverage scale for supply contracts
. Revenue Synergies (1% Model) $75 M
-- diversified portfolio
-- supply portfolio mix
[The slide contains a bar chart depicting the total Cost and Revenue Synergies
in 2003 to be $145 million. The bar graph shows the Cost Synergies to consist of
Labor of approximately $46 million, Material and Supplies of approximately $12
million and Fuel of approximately $12 million. The bar graph depicts the Revenue
Synergies to consist of Margin of approximately $55 million and Transmission of
approximately $20 million.]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Energy Delivery
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Growing the Delivery Footprint
[The slide contains a graphic image depicting the Continental United States and
contains the following data:]
Chicago Philadelphia
Customers: 3.4M
Sales: 83,500 GWH
Summer Peak: 21 GW Customers: 1.5M
Gas Cust: 400K
Sales: 35,300 GWH
Summer Peak: 8GW
Exelon Energy Delivery
----------------------
Customers: 4.9M
Gas Cust: 400K
Sales: 118,800 GWH
Summer Peak: 29 GW
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Energy Delivery Strategy
Achieve top quartile performance
. improve reliability
. enhance customer satisfaction and loyalty
Improve financial performance
. produce strong cash flows
. maintain EPS while amortizing intangible asset
Manage regulatory environment
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
PECO Energy Delivery
Financial Environment
[Slide contains a graph depicting the relationship of the Transmission &
Distribution (T&D) Rate Cap, PECO T&D cost and the Pennsylvania Average T&D cost
from 1998 to 2003. The T&D Rate Cap remains constant at 2.98 cents per kWh
through the period. The PECO T&D cost declines from 2.80 cents per kWh in 1998
to approximately 2.40 cents per kWh in 2003. The Pennsylvania Average T&D cost
declines from 2.40 cents per kWh in 1998 to approximately 2.30 cents per kWh in
2003.]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
ComEd Energy Delivery
Financial Enrivonment
[Slide contains two bar charts. The first bar chart is entitled "Solid Income
and Substantial Cash Flows" and describes approximate net income and approximate
cash flows for 2001 through 2003 as follows (in millions):
<TABLE>
<CAPTION>
Net Income Cash Flows
---------- ----------
<S> <C> <C>
2001 $400 $500
2002 450 600
2003 450 600]
</TABLE>
[The second bar chart is entitled "While Improving the Balance Sheet" and
describes the declining Intangible Asset Balance from 2000 through 2003 as
follows (in millions):
<TABLE>
<CAPTION>
Intangible Asset Balance
------------------------
<S> <C>
2000 $1,000
2001 750
2002 500
2003 250]
</TABLE>
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Energy Delivery Synergies
. $100 million
. Purchasing
- Standard items, e.g.
transformers, poles
- Services from
nationwide providers,
e.g. tree trimming
. Common technical
services, IS, and back
office
. Customer Service
[The slide also contains a graph depicting the cost components of the synergies
to be achieved by 2003 which consist of Materials and Services of approximately
$75 million, and Back Office and Customer Service representing the remaining $25
million.]
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[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Enterprises
<PAGE>
[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Exelon Enterprises Strategy
Leverage Enterprises':
. physical assets
. customer relationships
. competencies: energy, energy services,
infrastructure management, telecommunications
to take advantage of industry trends:
. outsourcing construction and maintenance
. outsourcing energy risk management
. rapid growth of voice, video and internet
<PAGE>
[logo of PECO ENERGY] [logo of Unicom]
Exelon Enterprises
Complementary Businesses and Skills
PECO Unicom
Businesses: Infrastructure Energy Services
Services
Telecom Energy Sales
Energy Sales Thermal
Skills: Infrastructure Management Customer Solutions
Markets: National Multi-regional
<PAGE>
[LOGO OF PECO ENERGY] [LOGO OF UNICOM]
Creating Shareholder Value
Infrastructure Telecom Energy
Services Portfolio Services
$265 M $175 M $70 M
Investment Investment Investment
$335 M $1 B $ 140 M
Valuation Valuation Valuation
<PAGE>
[logo of PECO ENERGY] [logo of Unicom]
Enterprises Revenue Outlook
[Slide contains a graph that depicts the approximate revenue contribution from
various Enterprises businesses for the period from 1998 to 2003 as follows (in
millions):
<TABLE>
<CAPTION>
Infrastructure Energy Retail
Services Services Services Telecom
-------------- -------- -------- -------
<S> <C> <C> <C> <C>
1998 $ -- $ -- $100 $ --
1999 100 100 600 --
2000 800 200 700 --
2001 1,200 600 800 --
2002 1,300 800 900 100
2003 1,500 900 900 300]
</TABLE>
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[logo of PECO ENERGY] [logo of Unicom]
Enterprises Synergies
. $20 Million
. Cost Synergies
--duplicate positions
--corporate center overhead
. Revenue Synergies
--leverage Enterprises'
relationships and market
knowledge
--leverage complementary
Enterprises' businesses
[The slide contains a bar graph which depicts the total Cost and Revenue
Synergies for 2003 of $20 million. This consists of Revenue Synergies of
approximately $10 million and Cost Synergies of approximately $10 million. The
Cost Synergies consist of Labor of approximately $8 million and Back Office of
approximately $2 million.]
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[logo of PECO ENERGY] [logo of Unicom]
Exelon's Integrated Strategy
[This slide is a Venn diagram which illustrates Exelon's integrated strategy.
The three main business segments are shown as ovals: 1) Generation and Power
Marketing, 2) Energy Delivery and 3) Enterprises. Where the ovals overlap there
is a description of how the overlapping segments support each other.
The overlap between Energy Delivery and Enterprises says "Infrastructure
Services." The overlap between Energy Delivery and Generation and Power
Marketing says "Wholesale Sales." Similarly, the overlap between the
Generation and Power Marketing segment and the Enterprises segment says "Work
management skills; commodity supply." Where all three segments overlap, the
chart says "5 Million Customers."]
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[Exelon Logo]
<PAGE>
[logo of PECO ENERGY] [logo of Unicom]
Shareholder Voting
. Annual Meeting of PECO Energy Shareholders June 27, 2000
. Annual Meeting of Unicom Corp. Shareholders June 28, 2000
Your Vote is Important. Please send in your proxy cards and support the creation
of
[logo of Exelon]
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[Exelon Logo]
