Form 8-K

 

 

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

April 28, 2011

Date of Report (Date of earliest event reported)

 

Commission File Number

  

Exact Name of Registrant as Specified in Its Charter;

State of Incorporation; Address of Principal Executive

Offices; and Telephone Number

  

IRS Employer
Identification Number

1-16169   

EXELON CORPORATION

(a Pennsylvania corporation)

10 South Dearborn Street

P.O. Box 805379

Chicago, Illinois 60680-5379

(312) 394-7398

   23-2990190
333-85496   

EXELON GENERATION COMPANY, LLC

(a Pennsylvania limited liability company)

300 Exelon Way

Kennett Square, Pennsylvania 19348-2473

(610) 765-5959

   23-3064219
1-1839   

COMMONWEALTH EDISON COMPANY

(an Illinois corporation)

440 South LaSalle Street

Chicago, Illinois 60605-1028

(312) 394-4321

   36-0938600
000-16844   

PECO ENERGY COMPANY

(a Pennsylvania corporation)

P.O. Box 8699

2301 Market Street

Philadelphia, Pennsylvania 19101-8699

(215) 841-4000

  

23-0970240

           

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 8 – Other Events

Item 8.01. Other Events

On April 28, 2011, Exelon Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation) issued a joint news release announcing that they have entered into an Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon, Bolt Acquisition Corporation, a wholly-owned subsidiary of Exelon (Merger Sub), and Constellation, pursuant to which Merger Sub will be merged with and into Constellation, with Constellation continuing as the surviving corporation and becoming a wholly-owned subsidiary of Exelon (the Merger). The news release is attached to this report as Exhibit 99.1.

A one-hour webcast teleconference will be held by Exelon and Constellation for the financial community on April 28, 2011, at 10:00 A.M. Eastern Time The call-in number in the U.S. and Canada is 800-690-3108, and the international call-in number is 973-935-8753. If requested, the conference ID number is 63300488. Media representatives are invited to participate on a listen-only basis. The call will be webcast and archived on Exelon’s and Constellation’s websites: www.exeloncorp.com and www.constellation.com (select the Investors page of either site). The slides to be used in connection with the webcast teleconference are attached hereto as Exhibit 99.2.

Telephone replays will be available until May 12. The U.S. and Canada number for replays is 800-642-1687, and the international number is 706-645-9291. The conference ID number is 63300488.

The information required by Item 1.01, including a copy of the Agreement and Plan of Merger, will be filed in a separate Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press release
99.2    Teleconference call presentation slides

* * * * *

This combined Form 8-K is being filed separately by Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (collectively, the Exelon Registrants). Information contained herein relating to any individual Exelon Registrant has been filed by such registrant on its own behalf. No individual Exelon Registrant makes any representation as to information relating to any other Exelon Registrant.

Cautionary Statements Regarding Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed merger, integration plans and expected synergies, the expected timing of completion of the transaction, anticipated future financial and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of Exelon Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation), as applicable. There are a number of risks and uncertainties that could cause


actual results to differ materially from the forward-looking statements included in this communication. For example, (1) the companies may be unable to obtain shareholder approvals required for the merger; (2) the companies may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger; (3) conditions to the closing of the merger may not be satisfied; (4) an unsolicited offer of another company to acquire assets or capital stock of Exelon or Constellation could interfere with the merger; (5) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (6) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (8) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (9) the businesses of the companies may suffer as a result of uncertainty surrounding the merger; (10) the companies may not realize the values expected to be obtained for properties expected or required to be divested; (11) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (12) the companies may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Discussions of some of these other important factors and assumptions are contained in Exelon’s and Constellation’s respective filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) Exelon’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) Constellation’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 12. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Exelon will file with the SEC in connection with the proposed merger. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither Exelon nor Constellation undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Exelon intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement/prospectus and other relevant documents to be mailed by Exelon and Constellation to their respective security holders in connection with the proposed merger of Exelon and Constellation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the proposed merger. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from Exelon Corporation, Investor Relations, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398, or from Constellation Energy Group, Inc., Investor


Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202. Investors and security holders may also read and copy any reports, statements and other information filed by Exelon, or Constellation, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Merger Solicitation

Exelon, Constellation, and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Exelon’s directors and executive officers is available in its proxy statement filed with the SEC by Exelon on March 24, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding Constellation’s directors and executive officers is available in its proxy statement filed with the SEC by Constellation on April 15, 2011 in connection with its 2011 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

* * * * *


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EXELON CORPORATION

EXELON GENERATION COMPANY, LLC

/s/ Matthew F. Hilzinger

Matthew F. Hilzinger
Senior Vice President, Chief Financial Officer and Treasurer
Exelon Corporation
COMMONWEALTH EDISON COMPANY

/s/ Joseph R. Trpik, Jr.

Joseph R. Trpik, Jr.
Senior Vice President, Chief Financial Officer and Treasurer
Commonwealth Edison Company
PECO ENERGY COMPANY

/s/ Phillip S. Barnett

Phillip S. Barnett
Senior Vice President and Chief Financial Officer
PECO Energy Company

April 28, 2011


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release
99.2    Teleconference call presentation slides
Press Release

Exhibit 99.1

LOGO

EXELON AND CONSTELLATION ENERGY TO MERGE

 

   

Creates the number one competitive energy provider

 

   

Combined enterprise value of $52 billion

 

   

Combines nation’s leading clean generation fleet and leading power sales and marketing business

 

   

Accretive to earnings by more than 5 percent in 2013; break-even in 2012

 

   

More than $250 million package of benefits to Maryland

CHICAGO AND BALTIMORE (April 28, 2011) – The boards of directors of Exelon Corporation (NYSE: EXC) and Constellation Energy (NYSE: CEG) announced today that they have signed a definitive agreement to combine the two companies in a stock-for-stock transaction. The agreement brings together Exelon’s large, environmentally-advantaged generation fleet and Constellation’s industry-leading customer-facing businesses, creating a platform for growth and delivering stakeholder benefits.

The resulting company will retain the Exelon name and be headquartered in Chicago. Exelon’s power marketing business (Power Team) and Constellation’s retail and wholesale business will be consolidated under the Constellation brand and be headquartered in Baltimore. Both companies’ renewable energy businesses will also be headquartered in Baltimore, and the three utilities within the new Exelon – BGE, ComEd and PECO – will remain standalone organizations.

Exelon Chairman and CEO John W. Rowe said, “This merger creates the number one competitive energy provider with one of the industry’s cleanest and lowest-cost power generation fleets and one of the largest commercial, industrial and residential customer bases in the United States. Both Exelon and Constellation have demonstrated their commitment to sustainability and competitive markets, helping drive innovation, efficiency, customer choice and better rates. Together, we will be an even stronger advocate for achieving these ideals.”

The new company will bring clean power and competitive prices to millions of customers. It will be:

 

   

The number one competitive energy products and services supplier by load (about 165 terawatt-hours) and customers (about 35,000 commercial and industrial and millions of households through retail and wholesale sales) across 38 states, the District of Columbia, and the Canadian provinces of Alberta and Ontario;

 

   

The number two residential electricity and gas distribution company, serving 6.6 million customers in Maryland, Illinois and Pennsylvania;

 

   

The number one competitive power generator (more than 34 gigawatts of power generation and 226 terawatt-hours of expected output), including the nation’s largest nuclear fleet (nearly 19,000 megawatts); and

 

   

One of the nation’s cleanest power generation fleets (about 55 percent nuclear, 24 percent natural gas and 8 percent renewable/hydro) and a leadership position in commercial solar energy development, energy efficiency and demand response services.

A Sustainable Strategic Fit

Constellation Chairman, President and CEO Mayo A. Shattuck III said, “The combination of these two companies will drive innovation and value for customers by combining Exelon’s abundant clean energy supply and Constellation’s leading customer-facing sales and marketing platform. This enterprise will

 

1


have the scale and financial strength to drive expansion in competitive energy markets as well as new investment in the next wave of clean generation and sustainable products and services. It represents a unique and exciting opportunity for the customers and communities we serve nationwide and in Maryland.”

Exelon President and COO Christopher M. Crane said, “This transaction offers clear financial upside for both Exelon and Constellation shareholders. The combination will optimize the value of our respective generation and customer-facing businesses and enhance our platform for growth. The new company will be well-positioned to benefit from a changing industry environment while managing risk and positioning ourselves to benefit from power market recovery.”

Terms of the Transaction

The market capitalization of the combined company will be $34 billion with an enterprise value of $52 billion. Under the merger agreement, Constellation’s shareholders will receive 0.930 shares of Exelon common stock in exchange for each share of Constellation common stock. Based on Exelon’s closing share price on April 27, 2011, Constellation shareholders would receive a value of $38.59 per share, or $7.9 billion in total equity value.

The exchange ratio represents an 18.1 percent premium to the 30-day average closing stock prices of Exelon and Constellation as of April 27, 2011.

Following completion of the merger, Exelon shareholders will own approximately 78 percent of the combined company and Constellation shareholders approximately 22 percent on a fully diluted basis.

The combination is anticipated to be break-even to Exelon’s adjusted earnings in 2012; in 2013, it is expected to be accretive to earnings by more than 5 percent.

Based on Exelon’s current annual cash dividend rate of $2.10 per common share, Constellation shareholders would receive an approximate 103 percent dividend increase, or $0.99 per Constellation share over the current Constellation annual dividend.

Leadership, Board Structure and Headquarters

Shattuck will become executive chairman of the combined company. Crane will become president and CEO. Under the agreement, Rowe will retire upon closing of the transaction.

Both Crane and Shattuck will serve on the 16-member board of directors of the combined company, 12 members of which will be designated from Exelon’s board of directors and four from Constellation’s.

Following the merger, the resulting company will retain the Exelon name and be headquartered in Chicago. In addition to the corporate headquarters, Illinois will continue to be home to ComEd and Exelon Business Services Company (both in Chicago), as well as the Midwest regional headquarters for Exelon Nuclear (in Warrenville).

Pennsylvania will continue to be home to headquarters for PECO (in Philadelphia) and Exelon Power (in Kennett Square). Exelon Nuclear’s headquarters will also be located at Kennett Square.

Exelon’s and Constellation’s commercial retail and wholesale businesses will be consolidated under the Constellation brand and headquartered in Baltimore. BGE will retain its Baltimore headquarters.

 

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BGE, ComEd and PECO will remain headquartered in Baltimore, Chicago and Philadelphia, respectively, focused on safety, customer service, reliability and consistent infrastructure investment within their jurisdictions. However, the merger is expected to benefit customers as all three utilities work together to share best practices to continually improve performance.

Benefits for BGE Customers, Investment in Maryland’s Economy and Energy Infrastructure, and a Platform for National Growth Headquartered in Baltimore

The transaction will benefit the State of Maryland, the City of Baltimore and BGE gas and electric customers specifically. The public interest is strongly served and the State of Maryland will be advantaged by the companies’ intention and commitment to proceed with the plan described below.

The growth engine of the combined corporation will be headquartered in Baltimore. Exelon’s Power Team will be combined with Constellation’s wholesale and retail business under the Constellation brand.

Both companies’ renewable energy businesses will also be headquartered in Baltimore, and build on their growing success with utility-scale renewable energy generation, solar and other renewable generation on-site at customer facilities, and a vibrant business providing customers with renewable energy credits, Green-e certificates, and other green electricity products.

To house the expanded Baltimore commercial and renewable energy headquarters, the new company intends to build or substantially renovate a state-of-the-art Leadership in Energy and Environmental Design (LEED) office center in Baltimore. Additionally:

 

   

$4 million will be provided to support the objectives of the EmPower Maryland Energy Efficiency Act;

 

   

$10 million will be provided to help spur development of electric vehicle infrastructure in Maryland; and

 

   

More than $50 million will be invested to develop 25 megawatts of renewable energy in Maryland.

BGE customers will receive the following direct benefits:

 

   

A $100 credit will be given to each BGE residential customer within 90 days after closing;

 

   

$5 million will be provided for the State of Maryland’s Electric Universal Service Program (EUSP);

 

   

BGE’s electric and gas operations will continue to be managed from the BGE headquarters in Baltimore;

 

   

BGE jobs will not be affected by the merger for at least two years after the transaction closes; and

 

   

BGE customers will benefit from the sharing of best practices with Exelon’s utilities PECO and ComEd in the areas of safety, reliability, efficiency and customer service

In addition, the companies have agreed that charitable giving of about $10 million annually by the Baltimore-based businesses would be maintained for at least 10 years following the merger.

The total value of direct investment in Maryland will be more than $250 million.

Approvals and Timing

The transaction must be approved by the stockholders of both Exelon and Constellation. Completion of the merger is also conditioned upon approval by the Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), Maryland Public Service Commission, the New York Public

 

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3


Service Commission, the Public Utility Commission of Texas, and other state and federal regulatory bodies. The companies are committed to mitigating any competitive issues including divesting three Constellation generating stations located in PJM, which is the only market where there is a material overlap of generation owned by both companies. These stations, Brandon Shores and H.A.Wagner in Anne Arundel County, Md., and C.P. Crane in Baltimore County, Md., include baseload coal-fired generation units plus associated gas/oil units located at the same sites, and total 2,648 MW of generation capacity. The transaction is also subject to the notification and reporting requirements under the Hart-Scott-Rodino Act and other customary closing conditions.

The companies anticipate closing in early 2012.

Advisors

Barclays Capital, J.P. Morgan Securities, Evercore Partners and Loop Capital Markets are serving as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Exelon. Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are serving as financial advisors and Kirkland & Ellis LLP is serving as legal counsel to Constellation.

Conference Call & Webcast

Rowe, Shattuck and Crane will discuss the merger on a one-hour conference call with the financial community on April 28, 2011, at 10 a.m. Eastern time. The call-in number in the U.S. and Canada is 800-690-3108, and the international call-in number is 973-935-8753. If requested, the conference ID number is 63300488. Media representatives are invited to participate on a listen-only basis. The call will be webcast and archived on Exelon’s and Constellation’s websites: www.exeloncorp.com and www.constellation.com (select the Investors page of either site).

Telephone replays will be available until May 12. The U.S. and Canada number for replays is 800-642-1687, and the international number is 706-645-9291. The conference ID number is 63300488.

About Exelon Corporation

Exelon Corporation is one of the nation’s largest electric utilities with more than $18 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and southeastern Pennsylvania and natural gas to approximately 490,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC. Learn more online: www.exeloncorp.com.

About Constellation Energy

Constellation Energy (www.constellation.com) is a leading competitive supplier of power, natural gas and energy products and services for homes and businesses across the continental United States. It owns a diversified fleet of generating units, totaling approximately 12,000 megawatts of generating capacity, and is a leading advocate for clean, environmentally sustainable energy sources, such as solar power and nuclear energy. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. A FORTUNE 500 company headquartered in Baltimore, Constellation Energy had revenues of $14.3 billion in 2010.

For the latest information about the Exelon-Constellation merger, visit the merger website: www.exelonconstellationmerger.com

 

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Cautionary Statements Regarding Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed merger, integration plans and expected synergies, the expected timing of completion of the transaction, anticipated future financial and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of Exelon Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation), as applicable. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, (1) the companies may be unable to obtain shareholder approvals required for the merger; (2) the companies may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger; (3) conditions to the closing of the merger may not be satisfied; (4) an unsolicited offer of another company to acquire assets or capital stock of Exelon or Constellation could interfere with the merger; (5) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (6) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (8) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (9) the businesses of the companies may suffer as a result of uncertainty surrounding the merger; (10) the companies may not realize the values expected to be obtained for properties expected or required to be divested; (11) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (12) the companies may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Discussions of some of these other important factors and assumptions are contained in Exelon’s and Constellation’s respective filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) Exelon’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) Constellation’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 12. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Exelon will file with the SEC in connection with the proposed merger. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither Exelon nor Constellation undertake any

 

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obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Exelon intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement/prospectus and other relevant documents to be mailed by Exelon and Constellation to their respective security holders in connection with the proposed merger of Exelon and Constellation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the proposed merger. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from Exelon Corporation, Investor Relations, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398, or from Constellation Energy Group, Inc., Investor Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202. Investors and security holders may also read and copy any reports, statements and other information filed by Exelon, or Constellation, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Merger Solicitation

Exelon, Constellation, and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Exelon’s directors and executive officers is available in its proxy statement filed with the SEC by Exelon on March 24, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding Constellation’s directors and executive officers is available in its proxy statement filed with the SEC by Constellation on April 15, 2011 in connection with its 2011 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

# # #

 

Media Contacts:

  Exelon   Constellation
  Judy Rader   Lawrence McDonnell
  312-394-7417   410-470-7433

Investor Contacts:

  Exelon   Constellation
  Stacie Frank   Sandra Brummitt
  312-394-3094   410-470-6440

 

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Teleconference call presentation slides
Exelon and Constellation Energy Announce Merger
April 28, 2011
Creating a Clean, Competitive Future
EXHIBIT 99.2


Cautionary Statements Regarding Forward-Looking
Information
1
Except for the historical information contained herein, certain of the matters discussed in this communication
constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,”
“anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and words and terms of
similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking
statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the
proposed merger, integration plans and expected synergies, the expected timing of completion of the transaction,
anticipated future financial and operating performance and results, including estimates for growth. These statements
are based on the current expectations of management of Exelon Corporation (Exelon) and Constellation Energy
Group, Inc. (Constellation), as applicable. There are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements included in this communication. For example, (1) the
companies may be unable to obtain shareholder approvals required for the merger; (2) the companies may be
unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger
or result in the imposition of conditions that could have a material adverse effect on the combined company or cause
the companies to abandon the merger; (3) conditions to the closing of the merger may not be satisfied; (4) an
unsolicited offer of another company to acquire assets or capital stock of Exelon or Constellation could interfere with
the merger; (5) problems may arise in successfully integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently as expected; (6) the combined company may be
unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the
merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase
accounting may be different from the companies’ expectations; (8) the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; (9) the businesses of the companies may suffer as a
result of uncertainty surrounding the merger; 


2
Cautionary Statements Regarding Forward-Looking
Information (Continued)
(10) the companies may not realize the values expected to be obtained for properties expected or required to be
divested; (11) the industry may be subject to future regulatory or legislative actions that could adversely affect the
companies; and (12) the companies may be adversely affected by other economic, business, and/or competitive
factors. Other unknown or unpredictable factors could also have material adverse effects on future results,
performance or achievements of the combined company. Discussions of some of these other important factors and
assumptions are contained in Exelon’s and Constellation’s respective filings with the Securities and Exchange
Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1)  Exelon’s 2010 Annual Report
on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2)  Exelon’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 in (a) Part II, Other Information,
ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and
(3)  Constellation’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and
Supplementary Data: Note 12. These risks, as well as other risks associated with the proposed merger, will be more
fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4
that Exelon will file with the SEC in connection with the proposed merger.  In light of these risks, uncertainties,
assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
communication. Neither Exelon nor Constellation undertake any obligation to publicly release any revision to its
forward-looking statements to reflect events or circumstances after the date of this communication.


Additional Information and Where to Find it
3
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  Exelon intends to
file with the SEC a registration statement on Form S-4 that will include a joint proxy statement/prospectus and other
relevant documents to be mailed by Exelon and Constellation to their respective security holders in connection with the
proposed merger of Exelon and Constellation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the
proposed merger.  Investors and security holders will be able to obtain these materials (when they are available) and
other documents filed with the SEC free of charge at the SEC's website, www.sec.gov.  In addition, a copy of the joint
proxy statement/prospectus (when it becomes available) may be obtained free of charge from Exelon Corporation,
Investor Relations, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398, or from Constellation
Energy Group, Inc., Investor Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202. Investors and security
holders may also read and copy any reports, statements and other information filed by Exelon, or Constellation, with the
SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 
1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
 
Participants in the Merger Solicitation
 
Exelon, Constellation, and their respective directors, executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Exelon’s directors and executive officers is available in its proxy statement filed with the SEC by
Exelon on March 24, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding
Constellation’s directors and executive officers is available in its proxy statement filed with the SEC by Constellation on
April 15, 2011 in connection with its 2011 annual meeting of shareholders. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become
available.


Agenda
Transaction Overview and
Exelon Strategic Rationale
John Rowe
Exelon Chairman and CEO
Constellation Strategic Rationale
and Execution Timeline
Mayo Shattuck
Constellation Chairman,
President and CEO
Combined Company Profile
and Financial Summary
Chris Crane
Exelon President and COO
Q&A Session
4


Exelon’s Consistent View on M&A
“When we look, we look first at the financial returns; second at how we can do it
consistent with maintaining our investment grade rating; third, whether it diversifies
our own risks; and we're just very bloody careful, like we have been for a very long
time.”
Exelon Third Quarter 2010 Earnings Conference call
“We remain very value-driven.  We always look.  We stay oriented toward cleaner
fleets, rather than less clean fleets. But we believe that this is an industry where you
need consolidation, but to make it make sense for investors, it has to be earnings
accretive in relatively early time periods, and it has to be consistent with our need to
maintain investment grade credit ratings.”
Exelon Second Quarter 2010 Earnings
Conference call
“We place a very high value on who we are and what we have.  And we don't want to
give up too much of our upside…just to buy us a little more safety over the next year
or two.  So with us, it's all about numbers.”
John Rowe, June 2010 Bernstein
Strategic Decisions Conference
5


Creating Value Through a Strategic Merger
Delivers financial benefits to both sets of shareholders
Increases scale and scope of the business across the value chain
Matches the industry’s premier clean merchant generating fleet with the
leading retail and wholesale customer platform
Diversifies the generation portfolio
Continued upside to power market recovery
Maintains a strong regulated earnings profile with large urban utilities
Combining Exelon’s generation fleet and Constellation’s customer-facing
businesses creates a strong platform for growth and delivers benefits to
investors and customers
6


$7 billion
$11 billion                   
11,430 (Total)
1,921(Nuclear)
1.2 mil. (MD) 
0.7 mil. (MD)
38 states & D.C.
(5)
~106 TWh/yr
15% Generation
50% Utility
35% NewEnergy
Combination Will Result in Enhanced Scale,
Scope, Flexibility and Financial Strength
(1)  Market Value as of 4/27/11. Enterprise Value represents Market Value plus Net Debt as of 3/31/11 for  Exelon and 12/31/10 for Constellation.
(2)  Data as of 12/31/10. Constellation data includes 2,950 MW for Boston Generation assets and excludes 550 MW for Quail Run.
(3)  Net of market mitigation assumed to be 2,648 MW.
(4)  Represents
2011
booked
electric
sales.
Exelon
load
includes
ComEd
swap.
(5)  Competitive and wholesale business also active in Alberta and Ontario, Canada.
(6)  Exelon
EBITDA
estimates
per
equity
research.
Constellation
EBITDA
estimates
per
company
guidance.
Market  Value and
Enterprise
Value
(1)
Pro forma
Standalone
Owned
Generation
(in MW)
(2)
Regulated
Utilities
Competitive
Retail &
Wholesale
(4)
Business
Mix
(6)
$27 billion
$41 billion
25,619 (Total)
17,047(Nuclear)
Electric customers
5.4 mil. (IL, PA)
Gas customers
0.5 mil. (PA)
4 states
~59
TWh/yr
2012E EBITDA
51% Generation
49% Utilities
$34 billion
$52 billion
38 states & D.C.
(5)
~165
TWh energy sales
Expect >50% pro forma EBITDA
from competitive business
34,401 (Total)
(3)
18,968 (Nuclear)
6.6 million electric & gas customers
in IL, PA and MD
7


Transaction Overview
100%
stock
0.930
shares
of
EXC
for
each
share
of
CEG
Upfront
transaction
premium
of
18.1%
(1)
$2.10 per share Exelon dividend maintained
Expect to close in early 1Q 2012
Exelon and Constellation shareholder approvals in 3Q 2011
Regulatory approvals including FERC, DOJ, MD, NY, TX 
Executive Chairman: Mayo Shattuck
President and CEO: Chris Crane
Board of Directors: 16 total (12 from Exelon, 4 from Constellation)
Exelon Corporation
78% Exelon shareholders
22% Constellation shareholders
Corporate headquarters: Chicago, IL
Constellation headquarters: Baltimore, MD
No change to utilities’
headquarters
Significant employee presence maintained in IL, PA and MD
Company Name
Consideration
Pro Forma
Ownership
Headquarters
Governance
Approvals &
Timing
(1)  Based on the 30-day average Exelon and Constellation closing stock prices as of April 27, 2011.
8


Exelon Transaction Rationale
Increases
geographic
diversity
of
generation,
load
and
customers
in
competitive     
markets
This transaction meets all of our M&A criteria and can be executed
Shared
Commitment to
Competitive
Markets
Enhances
Scalable Growth
Platform
Creates
Shareholder
Value
Expands a valuable channel to market our generation
Enhances margins in the competitive portfolio
Diversifies portfolio across the value chain
EPS break-even in 2012 and accretive by +5% in 2013
Maintains strong credit profile and financial discipline
Maintains earnings upside to future environmental regulations and power market
recovery
Adds stability to earnings and cash flow
9
Adds mix of clean generation to the portfolio
Clean
Generation Fleet


Constellation Transaction Rationale
Upfront
premium
of
18.1%
(1)
Dividend accretion of 103% post-closing
Enhances upside to power market recovery and synergies
The transaction creates financial and strategic value that is consistent with
Constellation’s existing strategy
Creates 
Shareholder
Value
Creates balance sheet capacity to pursue growth opportunities
throughout the competitive portfolio
Reduces cost of capital
Balance Sheet
Strength
Complementary
Portfolios
Advances
strategy of matching load with physical generation in key
competitive markets
Lowers collateral costs of competitive businesses
10
(1)  Based on the 30-day average Exelon and Constellation closing stock prices as of April 27, 2011.


This Combination Is Good for Maryland
Maintains employee presence and platform for growth in Maryland
Exelon’s Power Team will be combined with Constellation’s wholesale and retail
business
under
the
Constellation
brand
and
will
be
headquartered
in
Baltimore
Constellation and Exelon’s renewable energy business headquartered in Baltimore
BGE maintains independent operations headquartered in Baltimore
No involuntary merger-related job reductions at BGE for two years after close
Supports Maryland’s economic development and clean energy infrastructure
$10 million to spur development of electric vehicle infrastructure
$4 million to support EmPower Maryland Energy Efficiency Act
25 MWs of renewable energy development in Maryland
Charitable contributions maintained for at least 10 years
Provides direct benefits to BGE customers
$5 million provided for Maryland’s
Electric Universal Service Program (EUSP)
Over $110 million to BGE residential customers from $100 one-time rate credit
We will bring direct benefits to the State of Maryland, the City
of Baltimore and
BGE customers.  Total investment in excess of $250 million.
11


Transaction Timetable
2Q 2011
3Q 2011
4Q 2011
1Q 2012
Merger
Announcement
Make Regulatory
Filings
Mail Proxy
Materials
Exelon and
Constellation
Shareholder
Meetings
Secure Regulatory Approvals (including FERC, DOJ, Maryland, NRC,
New York and Texas)
Transaction Close
Divestiture
Process
12


Combined Company Profile


Scale, Scope and Flexibility Across the Value Chain
Upstream
Downstream
Reserves (gas)
266 bcf
Owned Generating
Capacity
34 GWs
(1)
Electric
Transmission
7,350 miles
Electric & Gas Dist.
6.6 million customers
Retail &
Wholesale Volumes
(2)
(Electric & Gas)
~165 TWh, 405 bcf
13
Note: Data as of 12/31/10 unless stated otherwise.
(1)   Generation
capacity
net
of
market
mitigation
assumed
to
be
2,648
MW
consisting
of
Brandon
Shores
(1,273
MW),
H.A.
Wagner
(976
MW)
and
CP Crane (399 MW).
(2)   Electric
load
includes
all
booked
2011E
competitive
retail
sales,
wholesale
sales,
and
sales
to
load
serving
entities
including
ComEd
swap.
Gas
load
includes
all
booked
and
forecasted
2011E
competitive
retail
sales.


Exelon
Constellation
MISO (TWh)
PJM (TWh)
South
(1)
(TWh)
ISO-NE & NY ISO
(2)
(TWh)
West (TWh)
Load
Generation
Exelon
Constellation
Exelon
Constellation
Exelon
Constellation
Exelon
Constellation
Load
Generation
Generation
Load
Load
Generation
Load
Generation
6.3
9.1
101.5
179.1
27.8
23.2
27.1
13.9
2.4
0.8
Portfolio Matches Generation with Load in
Key Competitive Markets
The combination establishes an industry-leading platform with regional
diversification of the generation fleet
(1)
Represents load and generation in ERCOT, SERC and SPP.
(2)
Constellation load includes ~0.7TWh of load served in Ontario
Note: Data for Exelon and Constellation represents expected generation and load for 2011 as of 12/31/10.
Exelon load includes ComEd
Swap, load sold through affiliates, fixed and indexed load sales and load sold through POLR auctions.
Constellation load includes load sold through affiliates, fixed and indexed load sales and load sold through POLR auctions. 
14
2.4
0.4
0.4
4.8
27.1
9.1
31.8
42.8
147.3
58.7
5.8
0.5
9.1
23.2
27.8


A Clean Generation Profile Creates Long-Term
Value in Competitive Markets
(1)   Net of market mitigation assumed to be 2,648 MW.
(2)
Constellation generation includes Boston Generation acquisition (2,950 MW of natural gas) and excludes Quail Run (~550 MW of natural gas).
Constellation nuclear reflects 50.01% interest in Constellation Energy Nuclear Group LLC.
Exelon Standalone
Total Generation: 25,619 MW
Constellation Standalone
(2)
Total Generation: 11,430 MW
Pro forma Company (Net of Mitigation)
(1)
Total Generation: 34,401 MW
15
Combined company remains the premier low-cost generator
Coal
24%
Nuclear
17%
Gas
52%
Wind/Solar/Other
2%
Hydro
3%
Oil
3%
Coal
6%
Oil
8%
Gas
11%
Hydro
6%
Wind/Solar/Other
3%
Nuclear
67%
Nuclear
55%
Coal
6%
Oil
7%
Gas
24%
Hydro
6%
Wind/Solar/
Other
2%


Expertise in Operating Regulated Utilities in
Large Metropolitan Areas
3.8 million electric customers
Service Territory: 11,300 square miles
Peak Load
(1)
: 23,613 MW
2011
Rate
Base
(2)
:
$9.3
billion
1.6 million electric customers
0.5 million gas customers
Service Territory: 2,100 square miles
Peak
Load
(1)
:
8,932
MW
2011
Rate
Base
(2)
:
$5.0
billion
1.2 million electric customers
0.7 million gas customers
Service Territory: 2,300 square miles
Peak
Load
(1)
:
7,198
MW
2011 Rate Base
(2)
: $3.9 billion
(1)
Peak load represents all-time peak load.
(2)
Estimated rate base as of end of year.
16


Financial Summary


Transaction Economics Are Attractive for
Both Companies
EPS break-even in 2012 and accretive by +5% in 2013
Free cash flow accretive beginning in 2012
Run-rate synergies of ~$260 million
Total costs to achieve of ~$500 million
Synergies primarily from corporate consolidation and power
marketing platform integration
Lower consolidated liquidity requirements, resulting in cost savings
Investment-grade ratings and credit metrics
17


Balanced EBITDA Contribution from
Competitive and Regulated Businesses
2012E Exelon Standalone
2012E Constellation Standalone
Source:  Exelon EBITDA estimates per equity research.  Constellation EBITDA estimates per company guidance.
Pro forma EBITDA contribution reflects EBITDA before asset divestitures.
2012E Pro forma Company
Competitive Businesses
51%
Regulated Utilities
49%
18
Generation
15%
BGE
50%
NewEnergy
35%
Exelon Generation
51%
PECO
17%
ComEd
32%


Summary Highlights
19
Delivers immediate financial benefits to both sets of shareholders
Increases scale and scope of the business across the value chain
Matches the industry’s premier clean merchant generating fleet with the
leading retail and wholesale customer platform
Diversifies the generation portfolio
Continued upside to commodity price recovery
Maintains a strong regulated earnings profile with large urban utilities


Q&A


Appendix


Benefits to Constellation Shareholders
Upfront premium and pro forma ownership in a large growing company
Dividend uplift based on current Exelon dividend
The dividend remains a core part of the company’s value return proposition
Note:
Ongoing
dividends
are
subject
to
quarterly
declarations
by
the
Board
of
Directors.
Per Share
EXC Current Annual dividend
$2.10
Transaction Exchange Ratio
0.930
= Implied CEG Exchange Ratio-Adjusted Dividend
$1.95
Current CEG Annual Dividend
$0.96
Dividend Uplift to CEG Shareholders
103%
20


225
400
520
119
20
20
550
550
867
825
552
260
415
516
1,340
550
500
800
702
600
550
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2012
2013
2014
2015
2016
2017
2018
2019
2020
(in $M)
Constellation Regulated
Constellation Unregulated
Exelon Regulated
Exelon Unregulated
Ample Liquidity and Manageable
Debt Maturities
Sources of Liquidity
Debt
Maturity
Profile
(2012-2020)
(2)
Exelon & Constellation (excluding utilities)
currently have $10.3 billion of liquidity
Additional $2.2 billion of utility liquidity
Matching retail load and generation
reduces liquidity requirements for
combined company
$6.3B -
$7.3 billion
(1)
of liquidity provides
ample cushion
Pro
Forma
21
(in $B)
(1)
Based on preliminary analysis.
(2)
Debt
maturity
schedule
as
of
12/31/10,
except
for
make
whole
of
Constellation
Energy
2012
notes
in
January,
2011.
$6.1
$6.3 - $7.3
$3 - $4
$4.2
Existing liquidity
(ex-utilities)
Reduction in
existing liquidity
Pro forma liquidity
Exelon
Constellation
(1)
~75% of 2012 –
2016 debt
maturities consist of
regulated utility debt
Pro forma


Debt Structure at Closing
BGE
BGE will exist as a separate subsidiary under Exelon with its current
structure
BGE will continue as an SEC registrant and will continue to issue debt
Constellation Energy Group, Inc.
Constellation (excluding BGE) will be a wholly-owned subsidiary of Exelon
Generation
Constellation will remain a separate SEC registrant
All future debt for Exelon Generation and Constellation is expected to be
issued at Exelon Generation
22


16%
34%
41%
9%
RTO
EMAAC
MAAC
SWMAAC
8%
15%
15%
63%
EMAAC
MAAC
RTO
SWMAAC
42%
7%
51%
RTO
MAAC
EMAAC
Increased Regional Diversity in PJM:
Capacity
Eligible
for
2014/15
RPM
Auction
(1)
2014/15
RPM
auction
results
will
be
announced
on
May
13
th
,
2011
Pro forma Company
(2)
4,390 MW
2,535 MW
9,230 MW
11,345 MW
Exelon Standalone
Constellation Standalone
(1)
All generation values are approximate and not inclusive of wholesale transactions; all capacity values are in installed capacity
terms (summer ratings) located in the areas and adjusted for mid-year PPA roll-offs.
(2)
Net of market mitigation assumed to be 2,648 MW.
8,700 MW
10,300 MW
1,500 MW
1,035 MW
4,390 MW
23
1,045 MW
530 MW


Combining Constellation’s leading competitive
businesses and Exelon’s clean generation…
Captures value across a range
of market conditions
Directly links consumers of
electricity and generation
assets
Spreads credit risk across
more parties
Adds asset optimization
opportunities
Generation
Load
Optimizes cost structure by
reducing
3
rd
party
transactions
Reduces working capital
requirements and liquidity
needs
…Creates a platform for future growth and optimization of earnings and
cash flows
24


(1)
Source: KEMA report as of February 2011.
A Leader in the U.S. Commercial and
Industrial Retailer Landscape
Opportunities for Continued Growth
Increased customer shopping creates
opportunities for capturing market share
Vehicle to offer value-added products and
innovative customer solutions
Constellation remains the top supplier in
the C&I market
Exelon Energy has become a top 10
supplier in the C&I market
Top 15 Non-Residential Retailers based on
Estimated Annualized Sales (TWh)
(1)
25
0
20
40
60
80
100
120
2009
2010
2011E
Exelon
Constellation
Electric Volumes
MWh-Millions


7.3
2.0
6.7
6.7
1.9
1.9
Distribution
Transmission
(1)
Data as of 12/31/10. Peak load represents all-time peak load, which occurred on August 3, 2006.
(2)
ComEd does not plan to move forward with these Smart Grid/Meter investments unless appropriate cost recovery mechanisms are in place.
(3)
Includes transmission growth projects.
(4)
Rate base as of end of year.
Commonwealth Edison Company
2009
2010
2011E
$8.6
$8.6
$9.3
$950
$1,025
$950
$1,050
Service Territory
Capital Expenditure Plan (in $M)
Regulatory Update
(2)
(3)
Key Data
(1)
Total # of Customers: 3.8M
Area: 11,300 square miles
Peak Load: 23,613 MW
26
Distribution Rate Case
ALJ Proposed Order of $152M vs. ComEd request of $343M
Final ICC decision expected by 5/31/11
IL House Bill 14 (Formula Rate legislation) under review
Transmission Rate Case
Rate adjustments filed annually with FERC under formula rate
Next scheduled rate adjustment in June 2011
Rate
Base
Growth
(4)
(in
$B)
2011E
2012E
2013E
2010
650
625
675
700
100
100
50
50
325
225
275
200
Base CapEx
Smart Grid/Meter
New Business


475
325
50
50
50
75
375
325
50
25
75
50
Base CapEx
Smart Grid/Meter
New Business
Rate
Base
Growth
(4)
(in
$B)
PECO Energy Company
2009
2010
2011E
$550
$450
$425
$500
$5.6
$4.9
$5.0
Service Territory
Capital Expenditure Plan (in $M)
(1)
Data as of 12/31/10. Peak load represents all-time peak load, which occurred on August 3, 2006.
(2)
Rate base as of end of year.
Key Data
(1)
Total # of Customers:
1.6M (Electric); 0.5M (Gas)
Area: 2,100 square miles
Peak Load: 8,932 MW
27
2011E
2012E
2013E
2010
Regulatory Update
Electric Distribution Rate Case
Rate case filed on 3/31/10
Original request of $316M; ROE request of 11.75%
Final revenue increase of $225M per Dec. 2010 settlement
Gas Delivery Rate Case
Rate case filed on 3/31/10
Original request of $44M; ROE request of 11.75%
Final revenue increase of $20M per Dec. 2010 settlement
3.0
3.2
3.3
1.1
1.1
1.1
0.6
0.6
0.6
0.9
Electric Distribution
Electric Transmission
CTC
Gas


2.4
2.4
2.6
0.5
0.5
0.6
0.8
0.8
0.9
Electric Distribution
Electric Transmission
Gas
570
562
584
628
196
2
4
70
47
35
39
44
Base CapEx
AMI
New Business
BGE
Service Territory
Capital Expenditure Plan (in $M)
$601
$633
$678
$868
2010
2011E
2009
$3.7
$3.8
$3.9
Key Data
(1)
Total # of Customers:
1.2M (Electric); 0.7M (Gas)
Area: 2,300 square miles
Peak Load: 7,198 MW
(1)
Data as of 12/31/10. Peak load represents all-time peak load, which occurred on August 3, 2006.
(2)
Amounts shown net of DOE grant dollars.
(3)
Rate base as of end of year.
28
2011E
2012E
2013E
2010
Regulatory Update
Electric Distribution Rate Case
Rate case filed on 5/7/10
Original request of $47M; ROE range request of 10.65% to 12.65%
Final revenue increase of $31M with an ROE of 9.86%
Gas Delivery Rate Case
Rate case filed on 5/7/10
Original request of $30M; ROE range request of 10.65% to 12.65%
Final revenue increase of $10M with an ROE of 9.56%
Rate
Base
Growth
(3)
(in
$B)
(2)