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Exelon Corporation
          Christopher Crane
 President and Chief Operating Officer
Edison Electric Institute Financial Conference
           November 10-12, 2008
Forward-Looking Statements

This presentation includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, for example, statements
regarding benefits of the proposed merger, integration plans and expected synergies. There are a
number of risks and uncertainties that could cause actual results to differ materially from the forward-
looking statements made herein. The factors that could cause actual results to differ materially from
these forward-looking statements include Exelon’s ability to achieve the synergies contemplated by
the proposed transaction, Exelon’s ability to promptly and effectively integrate the businesses of NRG
and Exelon, and the timing to consummate the proposed transaction and obtain required regulatory
approvals as well as those discussed in (1) Exelon’s 2007 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 19; (2)
Exelon’s Third Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A.
Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3)
other factors discussed in Exelon’s filings with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which apply only as of the date of this filing. Exelon
does not undertake any obligation to publicly release any revision to its forward-looking statements to
reflect events or circumstances after the date of this filing.

All information in this presentation concerning NRG, including its business, operations, and financial
results, was obtained from public sources. While Exelon has no knowledge that any such information
is inaccurate or incomplete, Exelon has not had the opportunity to verify any of that information.




                                                                                                           2
Important Additional Information

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. This presentation relates to a transaction with NRG
proposed by Exelon, which may become the subject of a registration statement filed with the
Securities and Exchange Commission (the “SEC”). This material is not a substitute for the
prospectus/proxy statement Exelon intends to file with the SEC regarding the proposed transaction or
for any other document which Exelon may file with the SEC and send to Exelon or NRG stockholders
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EXELON
AND NRG ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Exelon and its directors and executive officers and other persons 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 Annual Report on Form 10-K for the year ended
December 31, 2007, which was filed with the SEC on February 7, 2008, and its proxy statement for its
2008 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2008. Other
information regarding the participants in a proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in a proxy statement filed in
connection with the proposed transaction.




                                                                                                            3
Exelon Key Messages



                                                                     • Consistent with Exelon Protect and
                                                                       Grow Strategy
                   Compelling Offer                                  • Earnings and cash accretion
                      for NRG                                        • Clear value creation
                                                                     • Meets NRG’s “Five Imperatives”




                                                                     • 2009 operating guidance of $4.00 -
                                                                       $4.30/share
                   Exelon Financial                                  • Managing costs and driving productivity
                       Outlook
                                                                     • Significant uplift in 2011 - operating
                                                                       earnings of ~$5.00-$6.00/share (1)




(1) Illustrative. Provided solely to illustrate possible future outcomes that are based on a number of different assumptions, all of which are subject to
                                                                                                                                                            4
    uncertainties and should not be relied upon as earnings guidance or a forecast of future results.
A Compelling Opportunity for Value Creation


• Exelon offered to acquire all outstanding common shares of NRG
  in an all stock transaction
  – Fixed exchange ratio of 0.485 Exelon share for each NRG common share
  – Offer represents a 37% premium to October 17th closing price for NRG



• Combined Entity Creates Value By:
                                             – Allowing Exelon to unlock NRG’s value
   – Providing earnings and cash accretion
   – Creating an exceptional growth platform – Giving NRG’s shareholders the
   – Operating in the most attractive          opportunity to participate in future value
     markets
                                             – Presenting manageable regulatory
   – Utilizing a premier balance sheet         hurdles to close




                                                                                            5
Transaction Is Accretive

       Based on analyst consensus estimates for both companies, the deal will be
       accretive in the first full year following closing
                                     Exelon 3                                     NRG 3                                              Pro forma 5
                                                                                                                                                       $6.43
                                                    $6.16                                                                                    $6.01
                                           $5.86
                                                                                                                                    $4.83
                                 $4.42                                                         $3.70
Operating Earnings                                                                                         • Synergies
        per share 1                                                                  $2.91                 • Increased interest
                                                                          $2.83                              expense (4)



                                                                                                                                     9.4%      2.5%     4.3%
                                 2010E     2011E     2012E                 2010E     2011E     2012E                                2010E    2011E 2012E

                                                                                              $4.69
                                                                                    $4.29
                                                                                                                                    $4.03
                                                                          $3.82
                                 $3.04
                                                                                                           • Synergies
   Free cash flow 2                                                                                        • Increased interest
         per share                                                                                           expense (4)


                                           N/A       N/A                                                                                      N/A       N/A
                                                                                                                                    32.5%
                                                                          2010E     2011E     2012E
                                 2010E     2011E     2012E                                                                          2010E    2011E 2012E
    (1) Does not include purchase accounting. One-time cost to achieve of ~$100 million (pre-tax) and transaction and other costs of $654 million excluded.
    (2) Free cash flow defined as cash flow from operations less capital expenditures.
    (3) Based solely on I/B/E/S estimates for Exelon and NRG as of 10/31/08. Not necessarily representative of either company’s internal forecasts. Provided for
        illustration only. Not intended as earnings guidance or as a forecast of expected results.
    (4) Assumes refinancing of ~$8 billion of NRG debt at an interest rate of 10%.
                                                                                                                                                                   6
    (5) Pro forma numbers in Exelon’s internal forecasts are somewhat lower and accretion is approximately breakeven in 2011.
Combination Creates
Substantial Synergies

                              ($ in Millions)

       Exelon                                                                           $4,289 1
                              Operations & Maintenance:

                         1
            NRG               Maintenance & Other Opex:                                 $950
                              General & Admin Expenses:                                 $309
                              Other COGS:                                               $454


Pro Forma                     Combined Non-fuel Expenses:                                $6,002

                              Estimated Annual Cost Savings: $180 - $300 2
                              % of Combined Expenses:        3%-5%
                              Costs to Achieve               $100


                              NPV of Synergies:                                          $1,500-$3,000

Transaction creates $1.5 – $3 billion of value through synergies – with opportunity for more
 Reflects no revenue or fuel cost synergies. Excludes transaction and other costs of $654 million and excludes increased interest expense related to refinancing of
     NRG debt.
 (1) Company 10-K for 2007 and investor presentations.
                                                                                                                                                                      7
 (2) Based on a preliminary analysis of publicly available information. Subject to due diligence investigation.
Clear Value under Multiple Scenarios

            We look at fundamental value creation under a wide range of future commodity
                price scenarios and our analysis suggests $1-3 billion, possibly more
Value




                        Gas Prices              $6.50                  $7.30                   $7.10                  $7.30                   $8.60

                       Coal Prices             $11.00                  $20.00                 $20.00                  $20.00                 $11.00

                New Build Costs                $1,300                  $1,100                 $1,100                  $1,500                 $1,500

              Carbon Year/Price                   $0                 2014/$22                2020/$22               2014/$22               2012/$12

                         Recession            Moderate               Moderate                 Severe                Moderate               Moderate




  Gas price is long-term price in 2008 $/MMBtu; coal price is long-term price in 2008 $/ton for PRB8800 excluding transportation; new build cost is long-term
  combined cycle cost in PJM in 2008 overnight $/kW; carbon year is year in which national cap and trade starts; carbon price is in 2012 $/tonne assuming 7%
                                                                                                                                                                8
  escalation; moderate recession assumes conditions consistent with current forward prices; and severe recession assumes five years of no load growth.
Exelon Unlocks NRG Value

                             Price per Kilowatt Comparison for Texas Baseload Generation



                                                                  Even with premium, purchase
                     3,000
                                                                   price is 66% of conservative
                                                                                                                               3,000+
                                                                       long-term DCF value
Price ($/kilowatt)




                                  Less than 45% of
                                 replacement value
                     2,000
                                                                                                  2,050

                                                            1,350
                     1,000
                                    975

                        0
                                   Without                  With                            Conservative                  Replacement
                                   Premium                Premium                           DCF Estimate                     Costs


                                       NRG Stock Value                                             NRG Long-Term Value

   $/kW values are for 5,325 MW of Texas baseload which includes Parish coal, Limestone and STP; values implied by NRG stock price are determined by
                                                                                                                                                       9
   subtracting value of other NRG assets from NRG enterprise value based on October 17th close.
World Class Nuclear & Fossil Operations

NRG
High performing nuclear plant
•   Top quartile capacity factor – 94.9%
•   Large, well-maintained, relatively young units

Fossil fleet
•   Half of >500 MW coal units are top quartile capacity factor
•   90% of coal fleet lower-cost PRB and lignite

Exelon
Premier U.S. nuclear fleet
•   Best fleet capacity factor ~ 94%
•   Lowest fleet production costs ~ $15 /MWh
•   Shortest fleet average refueling outage duration – 24 days
•   Strong reputation for performance

                                                                  10
Combined Entity Will Continue to Benefit
            from Low Cost, Low Volatility Fuel Sources
                                                                                                                <1% <1%
                   2009 Historical Forward Coal Prices                                                                        Exelon
            6.00

                                                                                                                              ~150,000 GWh1
                                                                                                                6%
                              Powder River Basin
            5.00
                             Northern Appalachian                                                               Coal
                              Central Appalachian
$/mmbtu




            4.00


            3.00


            2.00



                                                                                                                     93%
            1.00



                                                                                                                    Nuclear
            0.00
                   Q1 2007   Q2 2007     Q3 2007   Q4 2007      Q1 2008   Q2 2008   Q3 2008

                    Powder River Basin and lignite coal supply (90% of NRG’s coal)
                                                                                                                              Pro Forma
                     provides low-sulfur at a relatively stable price as compared to
                                                                                                              3% 1%
                            northern and central Appalachian coal mines.                              6%                      Exelon
                                                                                                      Other
                                                                                                                              ~198,000 GWh1
                                                                                                      Coal
                   Production Costs                  Nuclear
            12                                           Gas
                                                         Coal
            10                                     Petroleum
                                                                                                       15%
cents/Kwh




                                                                                                       PRB &
              8
                                                                                                     Lignite Coal
              6
              4

                                                                                                                     75%
              2
                                                                                                                                        Nuclear
                                                                                                                    Nuclear
              0
                                                                                                                              PRB & Lignite Coal
                    2000      2001        2002     2003         2004      2005      2006      2007
                                                                                                                                     Other Coal
                                       Combined fleet will continue to be                                                               Gas/Oil
                                         predominantly low-cost fuel.                                                               Hydro/Other
                                                                                                                                                   11
               (1) Based on 2007 data, does not include ~38,000 GWh of Exelon Purchased Power.
Largest Fleet, 2nd Lowest
                 Carbon Intensity
                                            CO2 Emissions of Largest US Electricity Generators
                                                                                                                        Top Generators by CO2 Intensity
                                            Bubble size represents carbon
                                                                                                                                               0.83
                                                                                                                         10 AEP
                                            intensity, expressed in terms of
                                            metric tons of CO2 per MWh
                                                                                                                                               0.80
                                                                                                                            NRG
2006 CO2 Emissions from Electricity




                                      150   generated
                                                                                         AEP
                                                                                                                                               0.74
                                                                                                                          9 Southern
                                                                                                       Southern
                                                                                                                                               0.66
                                                                                                                          8 Duke
      (in million metric tons)




                                                                                                                                               0.64
                                                                                                                          7 FirstEnergy
                                                                           Duke
            Generation




                                                                                                                                               0.64
                                                                                                                          6 TVA
                                      100

                                                                                                                                               0.57
                                                                                                                          5 Progress
                                                                                         TVA
                                                    NRG    Progress                                                                            0.50
                                                                                                                          4 Dominion
                                                                                                                                               0.35
                                                                                                                          3 FPL
                                                                     Dominion
                                                                                                       Exelon + NRG
                                                                                                                                               0.31
                                                                                                                          2 Exelon + NRG
                                                                                   FPL
                                      50
                                                                                                                                               0.26
                                                                                                                          1 Entergy
                                                                                                                                               0.07
                                                                                                                            Exelon
                                                 FirstEnergy
                                                                 Entergy
                                                                                        Exelon
                                       0
                                            50                 100                150            200              250
                                                     2006 Electricity Generated (GWh, in thousands)

                                                          Exelon 2020 principles will be applied to the combined fleet
                                                                                                                                                          12
                      SOURCE: EIA and EPA data as compiled by NRDC
Financing Plan Considerations


• Negotiated acquisition of NRG would require refinancing of only
  ~$4B of NRG debt and other credit facilities
   – Under a negotiated deal with NRG, $4.7B of NRG bonds
     could remain in place with no change in terms, but with
     substantially improved credit metrics for those bondholders
   – Exelon's relationships with many of NRG's banks should
     facilitate arrangements for new credit facilities
   – Financing commitments are well underway for refinancing
• The NRG direct lien program for power marketing could be left
  in place




                                                                    13
Premier Balance Sheet
and Credit Metrics

   Committed to returning Exelon Generation’s senior unsecured debt
   to strong investment grade within the next 3 years
   Targeting stronger credit metrics for the combined entity -- 25 - 30%
   FFO/debt 1
   Pay down debt plan will include: NRG balance sheet cash, asset
   sale proceeds, free cash flow
                                      Today                                                                 2011

                                    Credit Rating: BBB-
                                2
                                                                                                      Combined
            Exelon FFO / Debt: 26%
                                                                                                        Entity
                                                                                                       Targets
                                                                                              Credit Rating: BBB
                                    Credit Rating: B+
                           3
            NRG                                                                               FFO / Debt: 25-30%
                                    FFO / Debt: 18%
(1) Ratios exclude securitized debt.
(2) Senior unsecured credit rating and FFO/Debt as of 10/31/08. Reflects S&P updated guidelines, which include imputed debt and interest related to purchase
    power agreements, unfunded pension and other postretirement benefits obligations, capital adequacy for energy trading, operating lease obligations and
    other off-balance sheet data.
                                                                                                                                                               14
(3) From Standard & Poor’s 8/28/08 CreditStats: Independent Power Producers & Energy Traders – U.S.
Principal Regulatory Approvals and
Expected Divestitures

• Principal regulatory approvals:
      – Texas, New York, Pennsylvania, California state regulatory commissions
      – Hart-Scott-Rodino (DOJ/FTC)
      – FERC
      – NRC
      – Notice filing in Illinois


• Limited market power issues – not expected to challenge transaction
  closing
      – Divestitures anticipated only in PJM and ERCOT
      – ~3,200 MWs of high heat rate gas and baseload coal plants 1 and ~1,200 MWs
        under contract
      – Model assumes $1 billion of proceeds from divestitures (after-tax)

                                                Regulatory hurdles are manageable
                                                                                         15
(1) Plants subject to divestiture are de minimus contributors to revenue and earnings.
Exelon More Than Meets the “Five Imperatives”
Outlined by NRG on May 28, 2008

                                                                      Exelon Combination More
          NRG’s Stated Imperatives                                  than Meets These Imperatives
                                                                Deal provides NRG stakeholders with significant value
1.   MUST accumulate generation at competitive cost
                                                                and upside and a share of the largest unregulated
                                                                generation fleet in the United States.

                                                                NRG stakeholders become part of the most diversified
2.   MUST be geographically diversified in multiple             and competitive generation portfolio operating in 12
     markets                                                    different states and 6 different regional transmission
                                                                organizations.

                                                                Exelon’s breadth of operations and depth of service
     MUST develop and expand our route to market
3.                                                              allows unparalleled access to customers, retail
     through contracting with retail load providers, trading,
                                                                providers, and other sales channels.
     direct sales, etc


                                                                Exelon provides NRG stakeholders with broad trading
     MUST have sophisticated ability to trade, procure,
4.                                                              expertise and sound power marketing and risk
     hedge, and originate for electricity and input fuels
                                                                management practices. Exelon’s significant experience
                                                                in markets with locational prices is particularly relevant
                                                                since ERCOT is moving to a PJM-type structure.


                                                                This transaction accomplishes in one step what several
     MUST develop depth and breadth in key markets,
5.                                                              transactions might have accomplished for NRG in these
     particularly across fuel types, transmission
                                                                regards. Given the current difficulty in accessing capital
     constraints and merit order
                                                                markets, it is unclear whether NRG would have the
                                                                ability to meet this objective without Exelon.


                                                                                                                             16
Exelon Key Messages



                                                                     • Consistent with Exelon Protect and
                                                                       Grow Strategy
                   Compelling Offer                                  • Earnings and cash accretion
                      for NRG                                        • Clear value creation
                                                                     • Meets NRG’s “Five Imperatives”




                                                                     • 2009 operating guidance of $4.00 -
                                                                       $4.30/share
                   Exelon Financial                                  • Managing costs and driving productivity
                       Outlook
                                                                     • Significant uplift in 2011 - operating
                                                                       earnings of ~$5.00-$6.00/share (1)




(1) Illustrative. Provided solely to illustrate possible future outcomes that are based on a number of different assumptions, all of which are subject to
                                                                                                                                                            17
    uncertainties and should not be relied upon as earnings guidance or a forecast of future results.
Well-Positioned in Near-Term
Macroeconomic Uncertainty

            Investment Criteria                             Exelon Profile


                                     • Nation’s largest nuclear fleet ~140,000 GWhs of annual
Market leader                          production
                                     • Nuclear remains a low-cost generation source
Basics of business unchanged
                                     • Improving utilities’ performance and regulatory environment

Best-in-class management /           • Proven management team
operations                           • Lowest-cost nuclear fleet operator with ~94% capacity factor
                                     • Hedging strategy provides near-term earnings and cash flow
                                       stability
Risk management
                                     • Over 90% and 80% financially hedged in 2009 and 2010,
                                       respectively
                                     • ~$6.8 billion of available credit facilities as of 10/31/2008
Sufficient liquidity
                                     • Debt maturities of $29 million (1), in total, through 12/31/2009
                                     • Strong and consistent cash flows from operations – ~$4.75
Stable cash flows and                  billion estimated in 2009
commitment to value return           • Over 12% annual growth rate in dividend since 2001
                                     • Progress made on transition to competitive markets in PA
Long-term value in place             • ComEd on path to regulatory recovery
                                     • Positively levered to long-term fundamentals

                                                                                                          18
 (1) Excludes securitization debt.
2009 Operating Earnings Guidance


                                                                 2009 Earnings Drivers
                                         (1)
       Exelon $4.15 - $4.30
                                                                                                               $4.00 - $4.30 (1) Exelon
      ComEd           $0.30 - $0.35                             ComEd distribution revenue
                                                                ComEd distribution revenue
                                                                                                                 $0.45 - $0.55   ComEd
                                                                PECO gas revenue
                                                                PECO gas revenue
                      $0.45 - $0.50
        PECO
                                                                                                                                 PECO
                                                                                                                 $0.45 - $0.55
                                                                O&M and other
                                                                O&M and other
                                                                     Inflation
                                                                    Inflation
                                                                    Pension/OPEB
                                                                    Pension/OPEB                                                 Exelon
    Exelon
                     $3.45 - $3.55                                                                               $3.10 - $3.35
                                                                                                                                 Generation
 Generation                                                         Cost initiatives
                                                                    Cost initiatives
                                                                    Bad debt expense
                                                                    Bad debt expense
                                                                Nuclear fuel costs
                                                                Nuclear fuel costs
                                                                 Depreciation and amortization
                                                                 Depreciation and amortization
                                                                PECO CTC
                                                                PECO CTC
                                                                Discrete 2008 ExGen gains (2)
                                                                Discrete 2008 ExGen gains (2)


        Holdco                                                                                                                   Holdco
                          2008E                                                                                     2009E


                   Issuing 2009 operating earnings guidance of $4.00-$4.30/share (1)

NOTE: See “Key Assumptions” slide in Appendix
(1) Operating Earnings Guidance. Excludes the earnings impact of certain items as disclosed in the Appendix.
(2) Primarily reflects 2008 option and uranium settlement gains at Exelon Generation.
                                                                                                                                              19
Exelon Cost and Capital Management
Initiative

     Drive productivity and cost reduction (with continued superior operations)

        • Clearly define governance and oversight model
        • Optimize the Exelon operational structure to drive efficiency and accountability,
          reducing complexity and cost
        • Provide better visibility on cost drivers and productivity
        • Process improvement and elimination of low value work
        • Drive productivity focus in business planning process




  Focus 1: Cost                     Focus 2: Business Unit                  Focus 3: Sustainable
  Break-through                        Cost Productivity                        Productivity

                                                                              Process redesign
Define and implement                 Drive focus on productivity
appropriate governance and           initiatives                              Systems investment
oversight model
                                     Identify additional needs and
Identify cost reduction              opportunities
opportunities

          Cost and capital management initiatives support earnings expectations

                                                                                                   20
Exelon Key Messages



                                                                     • Consistent with Exelon Protect and
                                                                       Grow Strategy
                   Compelling Offer                                  • Earnings and cash accretion
                      for NRG                                        • Clear value creation
                                                                     • Meets NRG’s “Five Imperatives”




                                                                     • 2009 operating guidance of $4.00 -
                                                                       $4.30/share
                   Exelon Financial                                  • Managing costs and driving productivity
                       Outlook
                                                                     • Significant uplift in 2011 - operating
                                                                       earnings of ~$5.00-$6.00/share (1)




(1) Illustrative. Provided solely to illustrate possible future outcomes that are based on a number of different assumptions, all of which are subject to
                                                                                                                                                            21
    uncertainties and should not be relied upon as earnings guidance or a forecast of future results.
Appendix

Additional Information regarding Offer
                for NRG




                                         22
Combination Will Result in Scope,
  Scale and Financial Strength
             Combined company will have requisite scope,                                                                Pro Forma Quick Stats
             scale and financial strength to succeed in an                                                      ($ in millions)
             increasingly volatile energy market                                                                Combined assets (1)                               $68,900
                                                                                                                LTM EBITDA (2)                                     $9,400
                $70                                                                                             Market cap (as of 10/31/08)                       $41,200
Enterprise




                                                                                                                Enterprise value (3)                              $63,000
                $60
  Value




                                                                                                                Generating capacity (4)                    ~51,000MWs
                $50


                $40
Market Cap




                $30


                $20


                $10


                  $0
                                Pro Forma          Southern           Dominion               FPL               Duke                First            Entergy
                                  Exelon                                                                                          Energy
      (1) Reflects total assets (under GAAP) with no adjustments. Based upon 9/30/08 Form 10-Q.
      (2) Reflects Last Twelve Months EBITDA (Earnings before Income Taxes, Depreciation and Amortization) as of 9/30/08 with no adjustments.
      (3) Calculation of Enterprise Value = Market Capitalization (as of 10/31/08) + Total Debt (as of 6/30/08) + Preferred Securities (as of 6/30/08) + Minority Interest
          (as of 6/30/08) – Cash & Cash Equivalents (as of 6/30/08). Debt, Preferred Securities, Minority Interest and Cash & Cash Equivalents based upon 6/30/08
          Form 10-Q.
                                                                                                                                                                             23
      (4) Includes owned and contracted capacity after giving effect to planned divestitures after regulatory approvals.
Combination Enables Access to
Attractive New Markets
                                                                   Predominantly located in competitive
   Geographically complementary asset base
                                                                   markets
   Attractive new markets for Exelon (NY, NE,
                                                                   ERCOT portfolio will position Exelon to offer
   CA): declining reserve margins, supportive
                                                                   an array of products, capture value, and
   regulatory structures
                                                                   efficiently utilize credit

                                                                                                             Combined1
                                                                                               By RTO
                                                                                               PJM              22,812
                                                                                               ERCOT            13,027
                                                                                               MISO              1,065
                                                                                               ISO NE            2,174
                                                                                               NYISO             3,960
                                                                                               CAL ISO           2,085
                                                                                               Contracted*       6,280
                                                                                                                51,403
                                                                                               SERC              2,405
                                                                                               WECC                 45
                                                                                               Total            53,853


                                                                                                             Combined1
                                                                                       By Fuel Type
                                                                                       Nuclear                  18,144
                                                                                       Coal                      8,986
                                                                                       Gas/Oil                  18,801
                                                                                       Other                     1,642
                                                                                       Contracted                6,280
                                                          Exelon
                                                          NRG
*Contracted in various RTOs, mainly in PJM and ERCOT
(1) Excludes international assets. Before any divestitures.
                                                                                                                         24
Nuclear Growth Opportunities


• Texas offers nuclear growth platform
     • Potential for stretch power uprate (5-7%) on South Texas
       Project units 1 and 2
     • Construction & Operating License and Loan Guarantee
       applications filed for both STP 3 and 4 and Victoria County
• Exelon has the financial strength and discipline to investigate
  these opportunities
     • Strong balance sheet and credit metrics
     • Demonstrated track record of financial rigor
     • Nuclear depth and expertise
• Options to build remain under evaluation; no commitment
  has yet been made

                                                                     25
Exelon 2020 and NRG

                                              Options to Evaluate:
                                            • Expand internal energy efficiency, SF6,
                    Reduce or offset our
                                              vehicle, and supply chain initiatives to NRG
                    footprint by greening
                                              portfolio
                       our operations
                                            • Offset a portion of NRG’s GHG emissions
                     Help our customers
Apply Elements of
Apply Elements of   and the communities
                                            • Expand energy efficiency program offerings
 Exelon 2020 to
 Exelon 2020 to     we serve reduce their
      NRG
       NRG            GHG emissions
                                            • Add capacity to existing nuclear units
                       Offer more low         through uprates
                    carbon electricity in   • Add new renewable generation
                      the marketplace
                                            • Add new gas-fired capacity
                                            • Continue to explore new nuclear



                                            • Address older/higher emitting coal
                     Reduce emissions
Expand the 2020
Expand the 2020                               and oil units
                     from coal/oil fired
     Plan
     Plan
                        generation          • Invest in clean coal technology R&D



                                 Taking the next step in Exelon’s
                              commitment to address climate change
                                                                                             26
NRG is Best Investment Available


                        Earnings Yield                                           EBITDA / EV Yield                                                  Free Cash Flow
                                                                                                                                                         Yield
                                                                                                                               20.0%
                                                                 25.0%
16.0%


                                                                                                      20.1 20.1                15.0%                                       14.2
                                                                 20.0%                                                                                                                   12.3
                                       11.8 11.9
12.0%                           11.4                                                                                                                                              11.6
                                                                                                                                                                    11.2
                                                          10.7                                                    16.7 17.1
                                                   10.6                                        16.1
                         10.2                                                                                                  10.0%
                                                                                        15.4
                                                                 15.0%          14.4
                                                                         13.7                                                                 5.2
                  8.1
            7.9                                                                                                                         4.3
                                                                                                                                5.0%
8.0%

                                                                 10.0%
                                                                                                                                  0%
4.0%
                                                                                                                                                    (3.1)
                                                                 5.0%
                                                                                                                               (5.0%)
                                                                                                                                                            (6.2)


                                                                 0.0%
  0%                                                                                                                          (10.0%)
                                        IPPs2                                                          IPPs2                                                         IPPs2
             EXC        Illustrative               NRG at                 EXC          Illustrative               NRG at                EXC         Illustrative                  NRG at
                          Utilities1                                                     Utilities1                                                   Utilities1
                                                    Offer                                                          Offer                                                           Offer


          2009E
          2010E


        Source: FactSet. Prices as of 10/17/08, I/B/E/S estimates as of 10/31/08.
        EV = Enterprise Value
        (1) Illustrative Utilities include CMS, CNL, DPL, TE, WEC, WR.
                                                                                                                                                                                                27
        (2) IPPs include CPN, DYN, MIR, RRI.
2009 Financial Outlook and
      Operating Data


                             28
The Exelon Companies

                                                                                                    ‘07 Operating Earnings:                    $2.9B
                                                                                                    ‘07 EPS:                                   $4.32
                                                                                                    Assets (1) :                               $45.2B
                                                                                                    Total Debt (1) :                           $13.0B
                                                                                                    Credit Rating (2):                          BBB-




                                                                                                                            Illinois                Pennsylvania
Nuclear, Fossil, Hydro & Renewable Generation
                                                                                                                             Utility                   Utility
                Power Marketing

  ’07 Earnings:         $2,331M                                                               ’07 Earnings:            $200M                         $507M

  ’07 EPS:              $3.45                                                                 ’07 EPS:                 $0.30                         $0.75

  Total Debt (1):                                                                             Total Debt (1):
                         $2.5B                                                                                    $5.1B                              $3.5B
  Credit Rating (2):                                                                          Credit Ratings (2): BBB+
                         BBB                                                                                                                          A-




      Note: All ’07 income numbers represent adjusted (Non-GAAP) Operating Earnings and EPS. Refer to Appendix for reconciliation of adjusted (non-GAAP) operating EPS to
          GAAP EPS.
      (1) As of 9/30/08.
      (2) Standard & Poor’s senior unsecured debt ratings for Exelon and Generation and senior secured debt ratings for ComEd and PECO as of 10/31/08.
                                                                                                                                                                            29
Multi-Regional, Diverse Company



                                  Electricity Customers: 3.8M   Electricity Customers: 1.6M
                                                                Gas Customers:         0.5M
  Total Capacity
  Owned:         24,821 MW
  Contracted:     6,483 MW
  Total:         31,304 MW
                                                                                             New England Capacity
                                                                                             Owned:      194 MW
            Midwest Capacity
            Owned:        11,388 MW
            Contracted:    3,230 MW                                                 Mid-Atlantic Capacity
            Total:        14,618 MW                                                 Owned:         11,017 MW
                                                                                    Contracted:       336 MW
                                                                                    Total:         11,353 MW
 ERCOT/South Capacity
 Owned:        2,222 MW
 Contracted:   2,917 MW
 Total:        5,139 MW                                                         Generating Plants
                                                                                Nuclear
                                                                                Hydro
                                                                                Coal/Oil/Gas Base-load
                                                                                Intermediate
                                                                                Peaker


                                                                   Note: Owned megawatts based on Generation’s ownership, using
                                                                   annual mean ratings for nuclear units (excluding Salem) and
                                                                   summer ratings for Salem and the fossil and hydro units.


                                                                                                                                  30
O&M and CapEx Expectations
      ($ in Millions)

      O&M Expense (1)                                                                                                                          Exelon (3)
      2008E                                       $1,100                       $750                            $2,700                             $4,500
      2009E                                       $1,050                       $700                            $2,650                             $4,400
      2009-2013 CAGR                              ~4% (2)                     ~3% (2)                            ~4%                                ~4%




      ($ in Millions)

                                                                                                        Plant &            Nuclear                               (3)
                CapEx                                                                                                                            Exelon
                                                                                                         Other              Fuel
      2008E                                          $950                         $400                    $950               $850                 $3,300
      2009E                                         $1,000                        $400                  $1,000               $950                 $3,400
      2009-2013 CAGR (4)                              ~5%                         ~6%                     ~3%                ~8%                    ~4%

A combination of company-wide cost-savings initiatives and controlled spending will offset
     inflationary pressures and rising pension and retiree health and welfare costs
(1) Reflects Operating O&M data and excludes Decommissioning impact.
(2) For ComEd and PECO, O&M excludes energy efficiency spend recoverable under a rider. 2009-2013 Compound Annual Growth Rate (CAGR) would be ~6% for
    ComEd and ~4% for PECO if spend was included.
(3) Includes eliminations and other corporate entities.
(4) Subject to change based upon proposed NRG acquisition.
NOTE: CapEx expectations for ComEd exclude potential investment in automated meter technology that is subject to approval by the Illinois Commerce Commission.
                                                                                                                                                                       31
2009 Projected Sources and Uses of Cash

                                                                                                                                                                            Exelon (6)
($ in Millions)

 Cash Flow from Operations (1)                                                 $1,000                          $950                           $2,800                          $4,750

 Capital Expenditures                                                           (1,000)                        (400)                         (1,950)                          (3,400)

 Net Financing (excluding Dividend): (2)

   Planned Debt Issuances                                                         200                           200                             350                              750

   Planned Debt Retirements (3)                                                     0                          (750)                               0                            (750)

   Other (4)                                                                       50                           300                                0                             150

 Net Financing (excluding Dividend): (2)                                          250                          (250)                            350                              150

Cash Available before Dividend                                                    $250                         $300                           $1,200                          $1,500

 Dividend (5)                                                                                                                                                                 (1,400)

Cash Available after Dividend                                                                                                                                                   $100

  Numbers are rounded and may not add.
  (1)   Cash Flow from Operations = Primarily includes net cash flows provided by operating activities, excluding counterparty collateral activity, and including net cash flows used in
        investing activities other than capital expenditures.
  (2)   Net Financing (excluding Dividend) = Net cash flows used in financing activities excluding dividends paid on common and preferred stock.
  (3)   Planned Debt Retirements are $17M, $728M, and $11M for ComEd, PECO, and ExGen, respectively. Includes securitized debt.
  (4)   Other financing includes ComEd recovery of excess payments to ComEd Transitional Funding Trust. For PECO it represents the Parent Receivable and expected changes in
        short-term debt.
  (5)   Assumes 2009 Dividend of $2.10 per share. Dividends are subject to declaration by the board of directors.
                                                                                                                                                                                           32
  (6)   Includes cash flow activity from Holding Company, eliminations, and other corporate entities.
Pension Benefit Expense

                                                                                              ($668)
                                                                                 $113
                                     $800
2008 Pre-tax expense (in millions)




                                                                     $508     Amortization
                                                                                                                               Pension Plan Key
                                     $600
                                                                                                                               Metrics – 12/31/07
                                                                                                                                 (in millions)
                                                                   Interest                  Expected                        Assets          $9,634
                                     $400
                                                                                             Return on
                                                                                                                             Obligations     $10,427
                                                                                              Assets
                                                                                                                             Discount rate   6.20%
                                     $200                                                                                    2008 L-T EROA   8.75%
                                               $130
                                                                                                          $83
                                              Service
                                                                                                         Total
                                       $0
                                            Excludes settlement charges.




                                                                                     Impact on 2009        Sensitivity of 2009 pre-tax
                                                               Input
                                                                                   estimated expense           pension expense
                                                      FY08 Asset Returns                                         100 bps   ~$2.5M
                                                    Long-Term Expected
                                                                                                                 50 bps    ~$38M
                                                    Return on Plan Assets
                                                           (EROA)

                                                   12/31/08 Discount Rate                                        50 bps    ~$37M

                                                                                                                                                       33
Potential Variability in Future Pension
    Expense and Contributions
                                     Assumptions                                           2009                                 2010                                2011
Illustrative
                      Actual Asset                                              Pre-tax         Required             Pre-tax         Required            Pre-tax         Required
 Scenario                                          Discount Rate
                        Returns                                                expense         contribution         expense         contribution        expense         contribution
                     -27% in 2008              7.90% as of 1/1/09,
      1                                        increasing to 8.10%                $75               $125              $150              $100              $225               $100
                     8.50% in 2009-
                                                   as of 1/1/11
                         2011
                     -27% in 2008
                                               7.90% as of 1/1/09,
                      -9% in 2009
      2                                        increasing to 8.10%                $75               $125              $175              $200              $250               $675
                     8.5% in 2010-                 as of 1/1/11
                         2011
                      -27% in 2008
                                               7.90% as of 1/1/09,
                      -15% in 2009
      3                                        increasing to 8.10%                $75               $125              $200              $225              $275               $775
                       -3% in 2010                 as of 1/1/11
                      8.5%in 2011
                      -27% in 2008
                                               6.70% as of 1/1/09,
                      -15% in 2009
      4                                        increasing to 6.90%               $150               $175              $250              $825              $300             $1,375
                       -3% in 2010                 as of 1/1/11
                      8.5%in 2011


 Other Postretirement Benefits (OPEB)
 2009 Expense: Exelon estimates pre-tax 2009 OPEB expense of ~$175 million under Scenarios 1-3 and $225 million under
 Scenario 4 as compared to ~$160 million in 2008.
 2009 Contributions: Exelon estimates roughly $150 million of contributions to its OPEB plans in 2009, which is subject to
 change.

                                                                                                                                                                                       34
 NOTE: Slide provided for illustrative purposes and not intended to represent a forecast of future outcomes. Assumes 20% overall capitalization rate of pension and OPEB costs.
Sufficient Liquidity

                         Available Capacity Under Bank Facility as of October 31, 2008


($ in Millions)                                                                                                                                                          Exelon (3)

 Aggregate Bank Commitments (1)                                                                   $952                       $574                    $4,834                  $7,317

 Outstanding Facility Draws                                                                       (90)                          --                       --                   (90)

 Outstanding Letters of Credit                                                                   (166)                        (90)                    (155)                  (416)

Available Capacity Under Facility (2)                                                              696                        484                     4,679                  6,811

 Outstanding Commercial Paper                                                                        --                         --                       --                    --

Available Capacity Less Outstanding
Commercial Paper                                                                                  $696                       $484                    $4,679                  $6,811




            We have no commercial paper outstanding and our bank facility is largely untapped

 (1)   Excludes previous commitment from Lehman Brothers Bank.
 (2)   Available Capacity Under Facility represents the unused bank commitments under the borrower’s credit agreements net of outstanding letters of credit. The amount of
       commercial paper outstanding does not reduce the available capacity under the credit agreements.
 (3)   Includes cash flow activity from Holding Company, eliminations, and other corporate entities.
                                                                                                                                                                                      35
Large and Diverse Bank Group

                                                Banks Committed to Exelon’s Facilities (1)

 • Bank of America, N.A. / Merrill Lynch USA (2)                                             • UBS Loan Finance LLC
 • The Royal Bank of Scotland PLC (RBS)                                                      • The Bank of New York / Mellon Bank, N.A.
 • Barclays Bank PLC                                                                         • Mizuho Corporate Bank, LTD
                                                                                             • Goldman Sachs (3)
 • JP Morgan Chase Bank, N.A.
 • The Bank of Nova Scotia (Scotia)                                                          • The Bank of Tokyo-Mitsubishi UFJ, LTD
 • Wachovia Bank, N.A.                                                                       • KeyBank N.A.
 • Citibank, N.A.                                                                            • U.S. Bank, N.A.
 • Commerzbank AG                                                                            • SunTrust Bank
 • BNP Paribas                                                                               • Union Bank of California, N.A.
 • Deutsche Bank AG, New York Branch                                                         • The Northern Trust Company
 • Credit Suisse, Cayman Islands Branch                                                      • Malayan Banking Berhad (May Bank)
 • Morgan Stanley Bank                                                                       • National City Bank


     Exelon has a large and diverse bank group with over $7.3 billion in aggregate credit
  facility commitments – 24 banks committed to the facility with each bank having less than
                       10% of the aggregate commitments at Exelon
(1)   As of October 31, 2008.
(2)   Assumes that Bank of America assumes Merrill Lynch’s previous commitment.
                                                                                                                                                        36
(3)   Includes funding commitments by Williams Street Commitment Corporation, Williams Street Credit Corporation, Goldman Sachs Credit Partners, L.P.
2009-2013 Debt Maturities

                                                               $1,799 M
                                                                 Total
                   $750



                   $600
                                                                                $828 M
                                                $615 M                           Total
                                                 Total
                   $450
   (in millions)




                                                                                          $255 M
                                                                                           Total
                   $300



                   $150
                           $29 M
                           Total
                    $0
                            2009                 2010            2011           2012       2013

                                     Exelon Corp         Exelon Generation      ComEd    PECO


                                                Minimal debt maturities before 2011
                                                                                                   37
Note: Balances shown exclude securitized debt
Stable Cash Flows and Commitment to
                  Value Return

                $6,000                                                                                                                              $2.50

                                                                                                                                                                     Sustainable Value
                $5,000
                                                                                                                                                                      Strong and consistent
                                                                                                                                                    $2.00
                                                                                                                                                                      cash flows from
                                                                                                                                                                      operations (1)
                $4,000

                                                                                                                                                                      Over 12% compound
                                                                                                                                                    $1.50
(in millions)




                                                                                                                                                                      annual dividend growth
                $3,000
                                                                                                                                                                      rate since 2001
                                                                                                                                                    $1.00
                $2,000



                                                                                                                                                    $0.50
                $1,000



                   $0                                                                                                                               $0.00
                               2001         2002         2003          2004         2005         2006         2007         2008E        2009E


                                            Cash flow from operations                       Annual cash dividend / share


                Exelon produces strong and consistent cash flows and continues to honor its commitment to
                                              return value to shareholders
                         (1)   Cash Flows from Operations primarily include net cash flows provided by operating activities, excluding counterparty collateral activity, and including net cash flows
                               used in investing activities other than capital expenditures. Cash Flows from Operations in 2005 reflect discretionary aggregate pension contributions of $2 billion.
                                                                                                                                                                                                        38
Value Return Framework


                                       Free Cash Flow before Dividends and CapEx
                                                                          Less


                                    Maintenance Capital and Committed Dividends
                                                                          Equals


                                     Available Cash and Balance Sheet Capacity (1)


                                       Monetize



                                                               Return Value via
                                                                                    Strengthen Balance Sheet /
                                                             Share Repurchases,
      Invest in Growth
                                                                                   Increase Financial Flexibility
                                                             Increased Dividends



                                         We evaluate value return on an annual basis

(1)   Exelon on a stand alone basis targets a FFO/Debt Ratio of 20-30%.                                             39
Strategic Direction



                                        +
       Protect Today’s Value                      Grow Long-Term Value

• Deliver superior operating                • Drive the organization to the next
  performance                                 level of performance
• Advance competitive markets               • Set the industry standard for low
                                              carbon energy generation and
• Protect the value of our generation
                                              delivery through reductions,
• Build healthy, self-sustaining
                                              displacement and offsets
  delivery companies
                                            • Rigorously evaluate and pursue
                                              new growth opportunities




                                                                                   40
41
Exelon Generation 2009 EPS Contribution

$ / Share


         $3.45 – $3.55
                                            ($0.18)
                                                                                                                        $3.10 – $3.35
                                                                           $0.02                   ($0.06)
                                                                                                              ($0.01)
                                             RNF                           O&M                                Other
                                                                                               Depreciation

                           Key Items:
                           Discrete 2008 Gains (2)        ($0.14)
                           Nuclear Fuel Expense           ($0.08)


                                                                     Key Items:
                                                                     Cost Efficiency Initiative $0.06
                                                                     Nuclear Outages             $0.03
                                                                     Inflation                  ($0.07)
                                                                     Pension & OPEB             ($0.04)


             2008e (1)                                                                                                      2009e (1)




         Generation’s 2009 earnings will be impacted by higher nuclear fuel expense and the
        absence of discrete gains reported in 2008 – cost savings initiatives will partially offset
            inflationary pressures and rising pension and retiree health and welfare costs
  (1)   Estimated contribution to Exelon’s operating earnings guidance.
                                                                                                                                        42
  (2)   Primarily reflects uranium settlements and option gains reported in 2Q08.
Exelon Generation

                                                              Protect Value
                                              • Continue to focus on operating excellence,
                                                cost management, and market discipline
                                              • Execute on power and fuel hedging
            Value Proposition
                                                programs
• Large, low-cost, low-emissions,
                                              • Support competitive markets
  exceptionally well-run nuclear fleet
                                              • Pursue nuclear & hydro plant relicensing
• Complementary and flexible fossil and
                                                and strategic investment in material
  hydro fleet
                                                condition
• Improving power market fundamentals
  (commodity prices, heat rates, and          • Maintain industry-leading talent
  capacity values)
                                                               Grow Value
• End of below-market contract in
  Pennsylvania beginning 2011                 • Pursue potential for nuclear plant uprates
• Potential carbon restrictions                 and investigate potential for more
                                              • Rigorously evaluate generation
                                                development opportunities, including new
                                                nuclear and combined cycle gas turbine
                                              • Capture increased value of low-carbon
                                                generation portfolio

   Exelon Generation is the premier unregulated generation company – positioned to
                   capture market opportunities and manage risk                              43
Basics of Business Unchanged

                                                                 U.S. Electricity Production Costs
                                                                           (2000-2007) (1)
                                                 12.0


                                                                                                            Petroleum
                                                                                                                                10.26
                                                 10.0
             (in 2007 cents per kilowatt-hour)




                                                  8.0
                                                                                                                       Gas
                                                                                                                                  6.78
                                                  6.0




                                                  4.0

                                                                                                                      Coal
                                                                                                                                  2.47
                                                  2.0
                                                                                                                                 1.76
                                                                                                                   Nuclear
                                                  0.0
                                                        2000   2001   2002    2003    2004          2005           2006        2007



             Nuclear remains one of the lowest cost options for electricity production

                                                                                                                                         44
(1)   In 2007 Cents/kWh. Source Global Energy Decisions May 2008; Production Costs = Operations and Maintenance + Fuel Costs
Lowest Cost Nuclear Fleet Operator

                                                        2006-2007 Average Production Cost
                                                          for Major Nuclear Operators (1)




                                                                                                                                                    Average
 ($ / MWh)




                                                                                                                                     4th Quartile
                                                                                                      3rd Quartile
                                                            2nd Quartile
                   1st Quartile


   Among major nuclear plant fleet operators, Exelon is consistently the lowest-cost
                        producer of electricity in the nation

                                                                                                                                                          45
 (1)         Source: 2007 Electric Utility Cost Group (EUCG) survey. Includes Fuel Cost plus Direct O&M divided by net generation.
Effectively Managing Nuclear Fuel Costs
         All charts exclude Salem

                             Projected Exelon Uranium Demand                                              Components of Fuel Expense in 2008
                                2008 – 2011: 100% hedged in volume
                                2012:        ~80% hedged in volume
                                2013:        ~70% hedged in volume
        10.0                                                                                                                                             Fabrication
                                                                                             Enrichment
         9.0                                                                                                                                                17%
                                                                                                38%
         8.0
         7.0
M lbs




         6.0
         5.0
         4.0
         3.0
                                                                                                                                                               Nuclear Waste
         2.0                                                                                Tax/Interest
                                                                                                                                                                   Fund
                                                                                                         Conversion
                                                                                                1%
         1.0                                                                                                                        Uranium
                                                                                                                                                                    22%
                                                                                                            3%                       19%
         0.0
                  2008              2009   2010        2011         2012        2013

                                                                                                            Projected Total Nuclear Fuel Spend
               Projected Exelon Average Uranium Cost vs. Market                         1,400
  100%                                                                                                      Nuclear Fuel Expense (Amortization + Spent Fuel)
                                                                                        1,200
        90%                                                                                                 Nuclear Fuel Capex
        80%                                                                             1,000
        70%
                                                                                            800
        60%
                                                                                       $M


        50%
                                                                                            600
        40%
                                                                                            400
        30%
        20%
                                                                                            200
        10%
        0%                                                                                   0
                  2008          2009       2010        2011        2012        2013                  2008         2009           2010      2011        2012       2013
                    Exelon Average Reload Price      Projected Market Price (Term)            Note: Excludes costs reimbursed under the settlement agreement with the DOE.
                                                                                                                                                                             46
                                           Market source: UxC composite forecasts.
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion
Exelon-NRG Merger Offers Earnings Accretion

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Exelon-NRG Merger Offers Earnings Accretion

  • 1. Exelon Corporation Christopher Crane President and Chief Operating Officer Edison Electric Institute Financial Conference November 10-12, 2008
  • 2. Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected synergies. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward- looking statements made herein. The factors that could cause actual results to differ materially from these forward-looking statements include Exelon’s ability to achieve the synergies contemplated by the proposed transaction, Exelon’s ability to promptly and effectively integrate the businesses of NRG and Exelon, and the timing to consummate the proposed transaction and obtain required regulatory approvals as well as those discussed in (1) Exelon’s 2007 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 19; (2) Exelon’s Third Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) other factors discussed in Exelon’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this filing. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this filing. All information in this presentation concerning NRG, including its business, operations, and financial results, was obtained from public sources. While Exelon has no knowledge that any such information is inaccurate or incomplete, Exelon has not had the opportunity to verify any of that information. 2
  • 3. Important Additional Information 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. This presentation relates to a transaction with NRG proposed by Exelon, which may become the subject of a registration statement filed with the Securities and Exchange Commission (the “SEC”). This material is not a substitute for the prospectus/proxy statement Exelon intends to file with the SEC regarding the proposed transaction or for any other document which Exelon may file with the SEC and send to Exelon or NRG stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EXELON AND NRG ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Exelon and its directors and executive officers and other persons 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 Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on February 7, 2008, and its proxy statement for its 2008 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2008. Other information regarding the participants in a proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in a proxy statement filed in connection with the proposed transaction. 3
  • 4. Exelon Key Messages • Consistent with Exelon Protect and Grow Strategy Compelling Offer • Earnings and cash accretion for NRG • Clear value creation • Meets NRG’s “Five Imperatives” • 2009 operating guidance of $4.00 - $4.30/share Exelon Financial • Managing costs and driving productivity Outlook • Significant uplift in 2011 - operating earnings of ~$5.00-$6.00/share (1) (1) Illustrative. Provided solely to illustrate possible future outcomes that are based on a number of different assumptions, all of which are subject to 4 uncertainties and should not be relied upon as earnings guidance or a forecast of future results.
  • 5. A Compelling Opportunity for Value Creation • Exelon offered to acquire all outstanding common shares of NRG in an all stock transaction – Fixed exchange ratio of 0.485 Exelon share for each NRG common share – Offer represents a 37% premium to October 17th closing price for NRG • Combined Entity Creates Value By: – Allowing Exelon to unlock NRG’s value – Providing earnings and cash accretion – Creating an exceptional growth platform – Giving NRG’s shareholders the – Operating in the most attractive opportunity to participate in future value markets – Presenting manageable regulatory – Utilizing a premier balance sheet hurdles to close 5
  • 6. Transaction Is Accretive Based on analyst consensus estimates for both companies, the deal will be accretive in the first full year following closing Exelon 3 NRG 3 Pro forma 5 $6.43 $6.16 $6.01 $5.86 $4.83 $4.42 $3.70 Operating Earnings • Synergies per share 1 $2.91 • Increased interest $2.83 expense (4) 9.4% 2.5% 4.3% 2010E 2011E 2012E 2010E 2011E 2012E 2010E 2011E 2012E $4.69 $4.29 $4.03 $3.82 $3.04 • Synergies Free cash flow 2 • Increased interest per share expense (4) N/A N/A N/A N/A 32.5% 2010E 2011E 2012E 2010E 2011E 2012E 2010E 2011E 2012E (1) Does not include purchase accounting. One-time cost to achieve of ~$100 million (pre-tax) and transaction and other costs of $654 million excluded. (2) Free cash flow defined as cash flow from operations less capital expenditures. (3) Based solely on I/B/E/S estimates for Exelon and NRG as of 10/31/08. Not necessarily representative of either company’s internal forecasts. Provided for illustration only. Not intended as earnings guidance or as a forecast of expected results. (4) Assumes refinancing of ~$8 billion of NRG debt at an interest rate of 10%. 6 (5) Pro forma numbers in Exelon’s internal forecasts are somewhat lower and accretion is approximately breakeven in 2011.
  • 7. Combination Creates Substantial Synergies ($ in Millions) Exelon $4,289 1 Operations & Maintenance: 1 NRG Maintenance & Other Opex: $950 General & Admin Expenses: $309 Other COGS: $454 Pro Forma Combined Non-fuel Expenses: $6,002 Estimated Annual Cost Savings: $180 - $300 2 % of Combined Expenses: 3%-5% Costs to Achieve $100 NPV of Synergies: $1,500-$3,000 Transaction creates $1.5 – $3 billion of value through synergies – with opportunity for more Reflects no revenue or fuel cost synergies. Excludes transaction and other costs of $654 million and excludes increased interest expense related to refinancing of NRG debt. (1) Company 10-K for 2007 and investor presentations. 7 (2) Based on a preliminary analysis of publicly available information. Subject to due diligence investigation.
  • 8. Clear Value under Multiple Scenarios We look at fundamental value creation under a wide range of future commodity price scenarios and our analysis suggests $1-3 billion, possibly more Value Gas Prices $6.50 $7.30 $7.10 $7.30 $8.60 Coal Prices $11.00 $20.00 $20.00 $20.00 $11.00 New Build Costs $1,300 $1,100 $1,100 $1,500 $1,500 Carbon Year/Price $0 2014/$22 2020/$22 2014/$22 2012/$12 Recession Moderate Moderate Severe Moderate Moderate Gas price is long-term price in 2008 $/MMBtu; coal price is long-term price in 2008 $/ton for PRB8800 excluding transportation; new build cost is long-term combined cycle cost in PJM in 2008 overnight $/kW; carbon year is year in which national cap and trade starts; carbon price is in 2012 $/tonne assuming 7% 8 escalation; moderate recession assumes conditions consistent with current forward prices; and severe recession assumes five years of no load growth.
  • 9. Exelon Unlocks NRG Value Price per Kilowatt Comparison for Texas Baseload Generation Even with premium, purchase 3,000 price is 66% of conservative 3,000+ long-term DCF value Price ($/kilowatt) Less than 45% of replacement value 2,000 2,050 1,350 1,000 975 0 Without With Conservative Replacement Premium Premium DCF Estimate Costs NRG Stock Value NRG Long-Term Value $/kW values are for 5,325 MW of Texas baseload which includes Parish coal, Limestone and STP; values implied by NRG stock price are determined by 9 subtracting value of other NRG assets from NRG enterprise value based on October 17th close.
  • 10. World Class Nuclear & Fossil Operations NRG High performing nuclear plant • Top quartile capacity factor – 94.9% • Large, well-maintained, relatively young units Fossil fleet • Half of >500 MW coal units are top quartile capacity factor • 90% of coal fleet lower-cost PRB and lignite Exelon Premier U.S. nuclear fleet • Best fleet capacity factor ~ 94% • Lowest fleet production costs ~ $15 /MWh • Shortest fleet average refueling outage duration – 24 days • Strong reputation for performance 10
  • 11. Combined Entity Will Continue to Benefit from Low Cost, Low Volatility Fuel Sources <1% <1% 2009 Historical Forward Coal Prices Exelon 6.00 ~150,000 GWh1 6% Powder River Basin 5.00 Northern Appalachian Coal Central Appalachian $/mmbtu 4.00 3.00 2.00 93% 1.00 Nuclear 0.00 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Powder River Basin and lignite coal supply (90% of NRG’s coal) Pro Forma provides low-sulfur at a relatively stable price as compared to 3% 1% northern and central Appalachian coal mines. 6% Exelon Other ~198,000 GWh1 Coal Production Costs Nuclear 12 Gas Coal 10 Petroleum 15% cents/Kwh PRB & 8 Lignite Coal 6 4 75% 2 Nuclear Nuclear 0 PRB & Lignite Coal 2000 2001 2002 2003 2004 2005 2006 2007 Other Coal Combined fleet will continue to be Gas/Oil predominantly low-cost fuel. Hydro/Other 11 (1) Based on 2007 data, does not include ~38,000 GWh of Exelon Purchased Power.
  • 12. Largest Fleet, 2nd Lowest Carbon Intensity CO2 Emissions of Largest US Electricity Generators Top Generators by CO2 Intensity Bubble size represents carbon 0.83 10 AEP intensity, expressed in terms of metric tons of CO2 per MWh 0.80 NRG 2006 CO2 Emissions from Electricity 150 generated AEP 0.74 9 Southern Southern 0.66 8 Duke (in million metric tons) 0.64 7 FirstEnergy Duke Generation 0.64 6 TVA 100 0.57 5 Progress TVA NRG Progress 0.50 4 Dominion 0.35 3 FPL Dominion Exelon + NRG 0.31 2 Exelon + NRG FPL 50 0.26 1 Entergy 0.07 Exelon FirstEnergy Entergy Exelon 0 50 100 150 200 250 2006 Electricity Generated (GWh, in thousands) Exelon 2020 principles will be applied to the combined fleet 12 SOURCE: EIA and EPA data as compiled by NRDC
  • 13. Financing Plan Considerations • Negotiated acquisition of NRG would require refinancing of only ~$4B of NRG debt and other credit facilities – Under a negotiated deal with NRG, $4.7B of NRG bonds could remain in place with no change in terms, but with substantially improved credit metrics for those bondholders – Exelon's relationships with many of NRG's banks should facilitate arrangements for new credit facilities – Financing commitments are well underway for refinancing • The NRG direct lien program for power marketing could be left in place 13
  • 14. Premier Balance Sheet and Credit Metrics Committed to returning Exelon Generation’s senior unsecured debt to strong investment grade within the next 3 years Targeting stronger credit metrics for the combined entity -- 25 - 30% FFO/debt 1 Pay down debt plan will include: NRG balance sheet cash, asset sale proceeds, free cash flow Today 2011 Credit Rating: BBB- 2 Combined Exelon FFO / Debt: 26% Entity Targets Credit Rating: BBB Credit Rating: B+ 3 NRG FFO / Debt: 25-30% FFO / Debt: 18% (1) Ratios exclude securitized debt. (2) Senior unsecured credit rating and FFO/Debt as of 10/31/08. Reflects S&P updated guidelines, which include imputed debt and interest related to purchase power agreements, unfunded pension and other postretirement benefits obligations, capital adequacy for energy trading, operating lease obligations and other off-balance sheet data. 14 (3) From Standard & Poor’s 8/28/08 CreditStats: Independent Power Producers & Energy Traders – U.S.
  • 15. Principal Regulatory Approvals and Expected Divestitures • Principal regulatory approvals: – Texas, New York, Pennsylvania, California state regulatory commissions – Hart-Scott-Rodino (DOJ/FTC) – FERC – NRC – Notice filing in Illinois • Limited market power issues – not expected to challenge transaction closing – Divestitures anticipated only in PJM and ERCOT – ~3,200 MWs of high heat rate gas and baseload coal plants 1 and ~1,200 MWs under contract – Model assumes $1 billion of proceeds from divestitures (after-tax) Regulatory hurdles are manageable 15 (1) Plants subject to divestiture are de minimus contributors to revenue and earnings.
  • 16. Exelon More Than Meets the “Five Imperatives” Outlined by NRG on May 28, 2008 Exelon Combination More NRG’s Stated Imperatives than Meets These Imperatives Deal provides NRG stakeholders with significant value 1. MUST accumulate generation at competitive cost and upside and a share of the largest unregulated generation fleet in the United States. NRG stakeholders become part of the most diversified 2. MUST be geographically diversified in multiple and competitive generation portfolio operating in 12 markets different states and 6 different regional transmission organizations. Exelon’s breadth of operations and depth of service MUST develop and expand our route to market 3. allows unparalleled access to customers, retail through contracting with retail load providers, trading, providers, and other sales channels. direct sales, etc Exelon provides NRG stakeholders with broad trading MUST have sophisticated ability to trade, procure, 4. expertise and sound power marketing and risk hedge, and originate for electricity and input fuels management practices. Exelon’s significant experience in markets with locational prices is particularly relevant since ERCOT is moving to a PJM-type structure. This transaction accomplishes in one step what several MUST develop depth and breadth in key markets, 5. transactions might have accomplished for NRG in these particularly across fuel types, transmission regards. Given the current difficulty in accessing capital constraints and merit order markets, it is unclear whether NRG would have the ability to meet this objective without Exelon. 16
  • 17. Exelon Key Messages • Consistent with Exelon Protect and Grow Strategy Compelling Offer • Earnings and cash accretion for NRG • Clear value creation • Meets NRG’s “Five Imperatives” • 2009 operating guidance of $4.00 - $4.30/share Exelon Financial • Managing costs and driving productivity Outlook • Significant uplift in 2011 - operating earnings of ~$5.00-$6.00/share (1) (1) Illustrative. Provided solely to illustrate possible future outcomes that are based on a number of different assumptions, all of which are subject to 17 uncertainties and should not be relied upon as earnings guidance or a forecast of future results.
  • 18. Well-Positioned in Near-Term Macroeconomic Uncertainty Investment Criteria Exelon Profile • Nation’s largest nuclear fleet ~140,000 GWhs of annual Market leader production • Nuclear remains a low-cost generation source Basics of business unchanged • Improving utilities’ performance and regulatory environment Best-in-class management / • Proven management team operations • Lowest-cost nuclear fleet operator with ~94% capacity factor • Hedging strategy provides near-term earnings and cash flow stability Risk management • Over 90% and 80% financially hedged in 2009 and 2010, respectively • ~$6.8 billion of available credit facilities as of 10/31/2008 Sufficient liquidity • Debt maturities of $29 million (1), in total, through 12/31/2009 • Strong and consistent cash flows from operations – ~$4.75 Stable cash flows and billion estimated in 2009 commitment to value return • Over 12% annual growth rate in dividend since 2001 • Progress made on transition to competitive markets in PA Long-term value in place • ComEd on path to regulatory recovery • Positively levered to long-term fundamentals 18 (1) Excludes securitization debt.
  • 19. 2009 Operating Earnings Guidance 2009 Earnings Drivers (1) Exelon $4.15 - $4.30 $4.00 - $4.30 (1) Exelon ComEd $0.30 - $0.35 ComEd distribution revenue ComEd distribution revenue $0.45 - $0.55 ComEd PECO gas revenue PECO gas revenue $0.45 - $0.50 PECO PECO $0.45 - $0.55 O&M and other O&M and other Inflation Inflation Pension/OPEB Pension/OPEB Exelon Exelon $3.45 - $3.55 $3.10 - $3.35 Generation Generation Cost initiatives Cost initiatives Bad debt expense Bad debt expense Nuclear fuel costs Nuclear fuel costs Depreciation and amortization Depreciation and amortization PECO CTC PECO CTC Discrete 2008 ExGen gains (2) Discrete 2008 ExGen gains (2) Holdco Holdco 2008E 2009E Issuing 2009 operating earnings guidance of $4.00-$4.30/share (1) NOTE: See “Key Assumptions” slide in Appendix (1) Operating Earnings Guidance. Excludes the earnings impact of certain items as disclosed in the Appendix. (2) Primarily reflects 2008 option and uranium settlement gains at Exelon Generation. 19
  • 20. Exelon Cost and Capital Management Initiative Drive productivity and cost reduction (with continued superior operations) • Clearly define governance and oversight model • Optimize the Exelon operational structure to drive efficiency and accountability, reducing complexity and cost • Provide better visibility on cost drivers and productivity • Process improvement and elimination of low value work • Drive productivity focus in business planning process Focus 1: Cost Focus 2: Business Unit Focus 3: Sustainable Break-through Cost Productivity Productivity Process redesign Define and implement Drive focus on productivity appropriate governance and initiatives Systems investment oversight model Identify additional needs and Identify cost reduction opportunities opportunities Cost and capital management initiatives support earnings expectations 20
  • 21. Exelon Key Messages • Consistent with Exelon Protect and Grow Strategy Compelling Offer • Earnings and cash accretion for NRG • Clear value creation • Meets NRG’s “Five Imperatives” • 2009 operating guidance of $4.00 - $4.30/share Exelon Financial • Managing costs and driving productivity Outlook • Significant uplift in 2011 - operating earnings of ~$5.00-$6.00/share (1) (1) Illustrative. Provided solely to illustrate possible future outcomes that are based on a number of different assumptions, all of which are subject to 21 uncertainties and should not be relied upon as earnings guidance or a forecast of future results.
  • 23. Combination Will Result in Scope, Scale and Financial Strength Combined company will have requisite scope, Pro Forma Quick Stats scale and financial strength to succeed in an ($ in millions) increasingly volatile energy market Combined assets (1) $68,900 LTM EBITDA (2) $9,400 $70 Market cap (as of 10/31/08) $41,200 Enterprise Enterprise value (3) $63,000 $60 Value Generating capacity (4) ~51,000MWs $50 $40 Market Cap $30 $20 $10 $0 Pro Forma Southern Dominion FPL Duke First Entergy Exelon Energy (1) Reflects total assets (under GAAP) with no adjustments. Based upon 9/30/08 Form 10-Q. (2) Reflects Last Twelve Months EBITDA (Earnings before Income Taxes, Depreciation and Amortization) as of 9/30/08 with no adjustments. (3) Calculation of Enterprise Value = Market Capitalization (as of 10/31/08) + Total Debt (as of 6/30/08) + Preferred Securities (as of 6/30/08) + Minority Interest (as of 6/30/08) – Cash & Cash Equivalents (as of 6/30/08). Debt, Preferred Securities, Minority Interest and Cash & Cash Equivalents based upon 6/30/08 Form 10-Q. 23 (4) Includes owned and contracted capacity after giving effect to planned divestitures after regulatory approvals.
  • 24. Combination Enables Access to Attractive New Markets Predominantly located in competitive Geographically complementary asset base markets Attractive new markets for Exelon (NY, NE, ERCOT portfolio will position Exelon to offer CA): declining reserve margins, supportive an array of products, capture value, and regulatory structures efficiently utilize credit Combined1 By RTO PJM 22,812 ERCOT 13,027 MISO 1,065 ISO NE 2,174 NYISO 3,960 CAL ISO 2,085 Contracted* 6,280 51,403 SERC 2,405 WECC 45 Total 53,853 Combined1 By Fuel Type Nuclear 18,144 Coal 8,986 Gas/Oil 18,801 Other 1,642 Contracted 6,280 Exelon NRG *Contracted in various RTOs, mainly in PJM and ERCOT (1) Excludes international assets. Before any divestitures. 24
  • 25. Nuclear Growth Opportunities • Texas offers nuclear growth platform • Potential for stretch power uprate (5-7%) on South Texas Project units 1 and 2 • Construction & Operating License and Loan Guarantee applications filed for both STP 3 and 4 and Victoria County • Exelon has the financial strength and discipline to investigate these opportunities • Strong balance sheet and credit metrics • Demonstrated track record of financial rigor • Nuclear depth and expertise • Options to build remain under evaluation; no commitment has yet been made 25
  • 26. Exelon 2020 and NRG Options to Evaluate: • Expand internal energy efficiency, SF6, Reduce or offset our vehicle, and supply chain initiatives to NRG footprint by greening portfolio our operations • Offset a portion of NRG’s GHG emissions Help our customers Apply Elements of Apply Elements of and the communities • Expand energy efficiency program offerings Exelon 2020 to Exelon 2020 to we serve reduce their NRG NRG GHG emissions • Add capacity to existing nuclear units Offer more low through uprates carbon electricity in • Add new renewable generation the marketplace • Add new gas-fired capacity • Continue to explore new nuclear • Address older/higher emitting coal Reduce emissions Expand the 2020 Expand the 2020 and oil units from coal/oil fired Plan Plan generation • Invest in clean coal technology R&D Taking the next step in Exelon’s commitment to address climate change 26
  • 27. NRG is Best Investment Available Earnings Yield EBITDA / EV Yield Free Cash Flow Yield 20.0% 25.0% 16.0% 20.1 20.1 15.0% 14.2 20.0% 12.3 11.8 11.9 12.0% 11.4 11.6 11.2 10.7 16.7 17.1 10.6 16.1 10.2 10.0% 15.4 15.0% 14.4 13.7 5.2 8.1 7.9 4.3 5.0% 8.0% 10.0% 0% 4.0% (3.1) 5.0% (5.0%) (6.2) 0.0% 0% (10.0%) IPPs2 IPPs2 IPPs2 EXC Illustrative NRG at EXC Illustrative NRG at EXC Illustrative NRG at Utilities1 Utilities1 Utilities1 Offer Offer Offer 2009E 2010E Source: FactSet. Prices as of 10/17/08, I/B/E/S estimates as of 10/31/08. EV = Enterprise Value (1) Illustrative Utilities include CMS, CNL, DPL, TE, WEC, WR. 27 (2) IPPs include CPN, DYN, MIR, RRI.
  • 28. 2009 Financial Outlook and Operating Data 28
  • 29. The Exelon Companies ‘07 Operating Earnings: $2.9B ‘07 EPS: $4.32 Assets (1) : $45.2B Total Debt (1) : $13.0B Credit Rating (2): BBB- Illinois Pennsylvania Nuclear, Fossil, Hydro & Renewable Generation Utility Utility Power Marketing ’07 Earnings: $2,331M ’07 Earnings: $200M $507M ’07 EPS: $3.45 ’07 EPS: $0.30 $0.75 Total Debt (1): Total Debt (1): $2.5B $5.1B $3.5B Credit Rating (2): Credit Ratings (2): BBB+ BBB A- Note: All ’07 income numbers represent adjusted (Non-GAAP) Operating Earnings and EPS. Refer to Appendix for reconciliation of adjusted (non-GAAP) operating EPS to GAAP EPS. (1) As of 9/30/08. (2) Standard & Poor’s senior unsecured debt ratings for Exelon and Generation and senior secured debt ratings for ComEd and PECO as of 10/31/08. 29
  • 30. Multi-Regional, Diverse Company Electricity Customers: 3.8M Electricity Customers: 1.6M Gas Customers: 0.5M Total Capacity Owned: 24,821 MW Contracted: 6,483 MW Total: 31,304 MW New England Capacity Owned: 194 MW Midwest Capacity Owned: 11,388 MW Contracted: 3,230 MW Mid-Atlantic Capacity Total: 14,618 MW Owned: 11,017 MW Contracted: 336 MW Total: 11,353 MW ERCOT/South Capacity Owned: 2,222 MW Contracted: 2,917 MW Total: 5,139 MW Generating Plants Nuclear Hydro Coal/Oil/Gas Base-load Intermediate Peaker Note: Owned megawatts based on Generation’s ownership, using annual mean ratings for nuclear units (excluding Salem) and summer ratings for Salem and the fossil and hydro units. 30
  • 31. O&M and CapEx Expectations ($ in Millions) O&M Expense (1) Exelon (3) 2008E $1,100 $750 $2,700 $4,500 2009E $1,050 $700 $2,650 $4,400 2009-2013 CAGR ~4% (2) ~3% (2) ~4% ~4% ($ in Millions) Plant & Nuclear (3) CapEx Exelon Other Fuel 2008E $950 $400 $950 $850 $3,300 2009E $1,000 $400 $1,000 $950 $3,400 2009-2013 CAGR (4) ~5% ~6% ~3% ~8% ~4% A combination of company-wide cost-savings initiatives and controlled spending will offset inflationary pressures and rising pension and retiree health and welfare costs (1) Reflects Operating O&M data and excludes Decommissioning impact. (2) For ComEd and PECO, O&M excludes energy efficiency spend recoverable under a rider. 2009-2013 Compound Annual Growth Rate (CAGR) would be ~6% for ComEd and ~4% for PECO if spend was included. (3) Includes eliminations and other corporate entities. (4) Subject to change based upon proposed NRG acquisition. NOTE: CapEx expectations for ComEd exclude potential investment in automated meter technology that is subject to approval by the Illinois Commerce Commission. 31
  • 32. 2009 Projected Sources and Uses of Cash Exelon (6) ($ in Millions) Cash Flow from Operations (1) $1,000 $950 $2,800 $4,750 Capital Expenditures (1,000) (400) (1,950) (3,400) Net Financing (excluding Dividend): (2) Planned Debt Issuances 200 200 350 750 Planned Debt Retirements (3) 0 (750) 0 (750) Other (4) 50 300 0 150 Net Financing (excluding Dividend): (2) 250 (250) 350 150 Cash Available before Dividend $250 $300 $1,200 $1,500 Dividend (5) (1,400) Cash Available after Dividend $100 Numbers are rounded and may not add. (1) Cash Flow from Operations = Primarily includes net cash flows provided by operating activities, excluding counterparty collateral activity, and including net cash flows used in investing activities other than capital expenditures. (2) Net Financing (excluding Dividend) = Net cash flows used in financing activities excluding dividends paid on common and preferred stock. (3) Planned Debt Retirements are $17M, $728M, and $11M for ComEd, PECO, and ExGen, respectively. Includes securitized debt. (4) Other financing includes ComEd recovery of excess payments to ComEd Transitional Funding Trust. For PECO it represents the Parent Receivable and expected changes in short-term debt. (5) Assumes 2009 Dividend of $2.10 per share. Dividends are subject to declaration by the board of directors. 32 (6) Includes cash flow activity from Holding Company, eliminations, and other corporate entities.
  • 33. Pension Benefit Expense ($668) $113 $800 2008 Pre-tax expense (in millions) $508 Amortization Pension Plan Key $600 Metrics – 12/31/07 (in millions) Interest Expected Assets $9,634 $400 Return on Obligations $10,427 Assets Discount rate 6.20% $200 2008 L-T EROA 8.75% $130 $83 Service Total $0 Excludes settlement charges. Impact on 2009 Sensitivity of 2009 pre-tax Input estimated expense pension expense FY08 Asset Returns 100 bps ~$2.5M Long-Term Expected 50 bps ~$38M Return on Plan Assets (EROA) 12/31/08 Discount Rate 50 bps ~$37M 33
  • 34. Potential Variability in Future Pension Expense and Contributions Assumptions 2009 2010 2011 Illustrative Actual Asset Pre-tax Required Pre-tax Required Pre-tax Required Scenario Discount Rate Returns expense contribution expense contribution expense contribution -27% in 2008 7.90% as of 1/1/09, 1 increasing to 8.10% $75 $125 $150 $100 $225 $100 8.50% in 2009- as of 1/1/11 2011 -27% in 2008 7.90% as of 1/1/09, -9% in 2009 2 increasing to 8.10% $75 $125 $175 $200 $250 $675 8.5% in 2010- as of 1/1/11 2011 -27% in 2008 7.90% as of 1/1/09, -15% in 2009 3 increasing to 8.10% $75 $125 $200 $225 $275 $775 -3% in 2010 as of 1/1/11 8.5%in 2011 -27% in 2008 6.70% as of 1/1/09, -15% in 2009 4 increasing to 6.90% $150 $175 $250 $825 $300 $1,375 -3% in 2010 as of 1/1/11 8.5%in 2011 Other Postretirement Benefits (OPEB) 2009 Expense: Exelon estimates pre-tax 2009 OPEB expense of ~$175 million under Scenarios 1-3 and $225 million under Scenario 4 as compared to ~$160 million in 2008. 2009 Contributions: Exelon estimates roughly $150 million of contributions to its OPEB plans in 2009, which is subject to change. 34 NOTE: Slide provided for illustrative purposes and not intended to represent a forecast of future outcomes. Assumes 20% overall capitalization rate of pension and OPEB costs.
  • 35. Sufficient Liquidity Available Capacity Under Bank Facility as of October 31, 2008 ($ in Millions) Exelon (3) Aggregate Bank Commitments (1) $952 $574 $4,834 $7,317 Outstanding Facility Draws (90) -- -- (90) Outstanding Letters of Credit (166) (90) (155) (416) Available Capacity Under Facility (2) 696 484 4,679 6,811 Outstanding Commercial Paper -- -- -- -- Available Capacity Less Outstanding Commercial Paper $696 $484 $4,679 $6,811 We have no commercial paper outstanding and our bank facility is largely untapped (1) Excludes previous commitment from Lehman Brothers Bank. (2) Available Capacity Under Facility represents the unused bank commitments under the borrower’s credit agreements net of outstanding letters of credit. The amount of commercial paper outstanding does not reduce the available capacity under the credit agreements. (3) Includes cash flow activity from Holding Company, eliminations, and other corporate entities. 35
  • 36. Large and Diverse Bank Group Banks Committed to Exelon’s Facilities (1) • Bank of America, N.A. / Merrill Lynch USA (2) • UBS Loan Finance LLC • The Royal Bank of Scotland PLC (RBS) • The Bank of New York / Mellon Bank, N.A. • Barclays Bank PLC • Mizuho Corporate Bank, LTD • Goldman Sachs (3) • JP Morgan Chase Bank, N.A. • The Bank of Nova Scotia (Scotia) • The Bank of Tokyo-Mitsubishi UFJ, LTD • Wachovia Bank, N.A. • KeyBank N.A. • Citibank, N.A. • U.S. Bank, N.A. • Commerzbank AG • SunTrust Bank • BNP Paribas • Union Bank of California, N.A. • Deutsche Bank AG, New York Branch • The Northern Trust Company • Credit Suisse, Cayman Islands Branch • Malayan Banking Berhad (May Bank) • Morgan Stanley Bank • National City Bank Exelon has a large and diverse bank group with over $7.3 billion in aggregate credit facility commitments – 24 banks committed to the facility with each bank having less than 10% of the aggregate commitments at Exelon (1) As of October 31, 2008. (2) Assumes that Bank of America assumes Merrill Lynch’s previous commitment. 36 (3) Includes funding commitments by Williams Street Commitment Corporation, Williams Street Credit Corporation, Goldman Sachs Credit Partners, L.P.
  • 37. 2009-2013 Debt Maturities $1,799 M Total $750 $600 $828 M $615 M Total Total $450 (in millions) $255 M Total $300 $150 $29 M Total $0 2009 2010 2011 2012 2013 Exelon Corp Exelon Generation ComEd PECO Minimal debt maturities before 2011 37 Note: Balances shown exclude securitized debt
  • 38. Stable Cash Flows and Commitment to Value Return $6,000 $2.50 Sustainable Value $5,000 Strong and consistent $2.00 cash flows from operations (1) $4,000 Over 12% compound $1.50 (in millions) annual dividend growth $3,000 rate since 2001 $1.00 $2,000 $0.50 $1,000 $0 $0.00 2001 2002 2003 2004 2005 2006 2007 2008E 2009E Cash flow from operations Annual cash dividend / share Exelon produces strong and consistent cash flows and continues to honor its commitment to return value to shareholders (1) Cash Flows from Operations primarily include net cash flows provided by operating activities, excluding counterparty collateral activity, and including net cash flows used in investing activities other than capital expenditures. Cash Flows from Operations in 2005 reflect discretionary aggregate pension contributions of $2 billion. 38
  • 39. Value Return Framework Free Cash Flow before Dividends and CapEx Less Maintenance Capital and Committed Dividends Equals Available Cash and Balance Sheet Capacity (1) Monetize Return Value via Strengthen Balance Sheet / Share Repurchases, Invest in Growth Increase Financial Flexibility Increased Dividends We evaluate value return on an annual basis (1) Exelon on a stand alone basis targets a FFO/Debt Ratio of 20-30%. 39
  • 40. Strategic Direction + Protect Today’s Value Grow Long-Term Value • Deliver superior operating • Drive the organization to the next performance level of performance • Advance competitive markets • Set the industry standard for low carbon energy generation and • Protect the value of our generation delivery through reductions, • Build healthy, self-sustaining displacement and offsets delivery companies • Rigorously evaluate and pursue new growth opportunities 40
  • 41. 41
  • 42. Exelon Generation 2009 EPS Contribution $ / Share $3.45 – $3.55 ($0.18) $3.10 – $3.35 $0.02 ($0.06) ($0.01) RNF O&M Other Depreciation Key Items: Discrete 2008 Gains (2) ($0.14) Nuclear Fuel Expense ($0.08) Key Items: Cost Efficiency Initiative $0.06 Nuclear Outages $0.03 Inflation ($0.07) Pension & OPEB ($0.04) 2008e (1) 2009e (1) Generation’s 2009 earnings will be impacted by higher nuclear fuel expense and the absence of discrete gains reported in 2008 – cost savings initiatives will partially offset inflationary pressures and rising pension and retiree health and welfare costs (1) Estimated contribution to Exelon’s operating earnings guidance. 42 (2) Primarily reflects uranium settlements and option gains reported in 2Q08.
  • 43. Exelon Generation Protect Value • Continue to focus on operating excellence, cost management, and market discipline • Execute on power and fuel hedging Value Proposition programs • Large, low-cost, low-emissions, • Support competitive markets exceptionally well-run nuclear fleet • Pursue nuclear & hydro plant relicensing • Complementary and flexible fossil and and strategic investment in material hydro fleet condition • Improving power market fundamentals (commodity prices, heat rates, and • Maintain industry-leading talent capacity values) Grow Value • End of below-market contract in Pennsylvania beginning 2011 • Pursue potential for nuclear plant uprates • Potential carbon restrictions and investigate potential for more • Rigorously evaluate generation development opportunities, including new nuclear and combined cycle gas turbine • Capture increased value of low-carbon generation portfolio Exelon Generation is the premier unregulated generation company – positioned to capture market opportunities and manage risk 43
  • 44. Basics of Business Unchanged U.S. Electricity Production Costs (2000-2007) (1) 12.0 Petroleum 10.26 10.0 (in 2007 cents per kilowatt-hour) 8.0 Gas 6.78 6.0 4.0 Coal 2.47 2.0 1.76 Nuclear 0.0 2000 2001 2002 2003 2004 2005 2006 2007 Nuclear remains one of the lowest cost options for electricity production 44 (1) In 2007 Cents/kWh. Source Global Energy Decisions May 2008; Production Costs = Operations and Maintenance + Fuel Costs
  • 45. Lowest Cost Nuclear Fleet Operator 2006-2007 Average Production Cost for Major Nuclear Operators (1) Average ($ / MWh) 4th Quartile 3rd Quartile 2nd Quartile 1st Quartile Among major nuclear plant fleet operators, Exelon is consistently the lowest-cost producer of electricity in the nation 45 (1) Source: 2007 Electric Utility Cost Group (EUCG) survey. Includes Fuel Cost plus Direct O&M divided by net generation.
  • 46. Effectively Managing Nuclear Fuel Costs All charts exclude Salem Projected Exelon Uranium Demand Components of Fuel Expense in 2008 2008 – 2011: 100% hedged in volume 2012: ~80% hedged in volume 2013: ~70% hedged in volume 10.0 Fabrication Enrichment 9.0 17% 38% 8.0 7.0 M lbs 6.0 5.0 4.0 3.0 Nuclear Waste 2.0 Tax/Interest Fund Conversion 1% 1.0 Uranium 22% 3% 19% 0.0 2008 2009 2010 2011 2012 2013 Projected Total Nuclear Fuel Spend Projected Exelon Average Uranium Cost vs. Market 1,400 100% Nuclear Fuel Expense (Amortization + Spent Fuel) 1,200 90% Nuclear Fuel Capex 80% 1,000 70% 800 60% $M 50% 600 40% 400 30% 20% 200 10% 0% 0 2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013 Exelon Average Reload Price Projected Market Price (Term) Note: Excludes costs reimbursed under the settlement agreement with the DOE. 46 Market source: UxC composite forecasts.