Edgar Filing: NRG ENERGY, INC.

Form 425

Filed by Exelon Corporation

(Commission File No. 1-16169)

Pursuant to Rule 425 under the Securities

Act of 1933

Subject Company:

NRG Energy, Inc.

(Commission File No. 1-15891)

Safe Harbor Statement

This filing 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 filing 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 Corporation 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.

Investors and security holders will be able to obtain free copies of any documents filed with the SEC by Exelon through the web site maintained by the SEC at www.sec.gov. Free copies of any such documents can also be obtained by directing a request to the Exelon Investor Relations Department, Exelon Corporation, 10 South Dearborn, Chicago, Illinois 60603.

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.

All information in this filing 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.

This filing 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.

* * * * *

On October 29, 2009, Exelon began meeting with investors to discuss the proposed NRG transaction. The press release that Exelon issued and the presentation used in the meetings are attached to this filing.

* * * * *

Press release:

Exelon Details the Value Creation Opportunities in an Exelon-NRG Combination

Exelon points to financial strength and growth potential for shareholders of both companies

CHICAGO (Oct. 29, 2008) — Exelon Corporation (NYSE:EXC) today filed with the Securities and Exchange Commission and posted to its Web site a presentation for investors with additional details on the value that would be created by its offer to acquire all of the outstanding common stock of NRG Energy, Inc. (NYSE:NRG) in an all-stock transaction.

“The combination creates clear and compelling value for both Exelon and NRG shareholders,” said Chris Crane, president and COO, Exelon. “It provides earnings and cash accretion, an exceptional growth platform, operations in the most attractive markets, and a strong balance sheet.”

In its presentation, Exelon shared the following benefits:

•

Based on analyst consensus estimates, the deal will be accretive in the first full year following closing.

•

The transaction provides potential value creation through synergies of $1.5 to $3 billion, reflecting an annual reduction in operating expenses of the combined company of 3%-5%.

•

The combined company brings together NRG’s high-quality fossil fleet with Exelon’s world-class nuclear fleet, which will have requisite scope, scale and financial strength to succeed in an increasingly volatile energy market.

•

The combined company will continue to rely on low-cost and less volatile fuel sources, including uranium, as well as Powder River Basin and lignite coals, which account for roughly 90% of the generation of the combined companies.

•

Geographically complementary assets will give the combined company nationwide reach and access to attractive markets in the U.S.

•

The combination provides a clear path for improving the combined company’s credit metrics and balance sheet strength over the next three years.

•

NRG shareholders will participate in the value to be created through the immediate premium, synergies to be created, and the upside potential in the combined company’s stock.

•

Regulatory hurdles can be reasonably addressed without sacrificing the substantial value that makes the transactional powerful.

An Exelon-NRG combination also provides Exelon with an opportunity to take the next step in advancing the company’s commitment to address climate change. In July, the company launched Exelon 2020: A Low-Carbon Roadmap, a comprehensive plan to reduce, offset or displace 15 million metric tons of greenhouse gas emissions per year by 2020. Exelon not only will continue with this commitment, but also will apply its industry leadership to NRG’s fleet, particularly its coal plants.

“This is the right deal at the right time, for both companies and both sets of shareholders, based on compelling strategic, operational, and financial value drivers,” said John W. Rowe, chairman and CEO, Exelon. “We will continue to move diligently but expeditiously toward completing the proposed transaction.”

The presentation can be accessed at <www.exeloncorp.com/investor>.

# # #

Exelon Corporation is one of the nation’s largest electric utilities with nearly $19 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.4 million customers in northern Illinois and Pennsylvania and natural gas to 480,000 customers in the Philadelphia area. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.

Safe Harbor Statement

This press release 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 press release 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 Corporation 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.

All information in this press release 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.

This press release 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 press release. 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 press release.

* * * * *

Presentation:

Exelon + NRG: A Compelling

Opportunity for Value Creation

Investor Meetings

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 herein. The factors that could cause actual results to differ materially from these forward-

looking statements include Exelon Corporation’s ability to achieve the synergies contemplated by the

proposed transaction, Exelon’s ability to promptly and effectively integrate the businesses of NRG Energy,

Inc. and Exelon, and the timing to consummate the proposed transaction and obtain required regulatory

approvals as well as those discussed herein and 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 filings with the Securities and Exchange Commission by Exelon Corporation, Exelon Generation

Company, LLC, Commonwealth Edison Company, and PECO Energy Company (Companies). Readers are

cautioned not to place undue reliance on these forward-looking statements, which apply only as of the

date of this presentation. None of the Companies undertakes any obligation to publicly release any

revision to its forward-looking statements to reflect events or circumstances after the date of this

presentation.

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.

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.

Combined Entity Creates Value By:

•

Providing earnings and cash accretion

•

Creating an exceptional growth platform

•

Operating in the most attractive markets

•

Utilizing a premier balance sheet

•

Allowing Exelon to unlock NRG’s value

•

Giving NRG’s shareholders the opportunity to

participate in future value

•

Presenting manageable regulatory hurdles to close

1. Earnings and Cash Accretion

Transaction Is Accretive

Operating

Earnings

per share

Free cash flow

per share

$3.98

$4.59

$4.62

2010E

2011E

2012E

$3.03

$3.02

$4.23

2010E

2011E

2012E

$2.55

N/A

2010E

2011E

2012E

$4.53

$6.25

$6.46

2010E

2011E

2012E

$3.63

N/A

2010E

2011E

2012E

42.5%

$4.96

$6.37

$6.80

2010E

2011E

2012E

9.5%

1.9%

5.3%

Based on analyst consensus estimates for both companies, the deal will be

accretive in the first full year following closing.

Exelon

NRG

Pro forma

•Synergies

•Increased interest

expense

1. Does not include purchase accounting. One-time cost to achieve of $100 million (pre-tax) and transaction and other costs of $500

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 10/21/08. 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. Numbers in Exelon’s internal forecasts are somewhat lower and accretion is approximately breakeven in 2011.

•Synergies

•Increased interest

expense

Combination Creates Substantial Synergies

Exelon

Operations & Maintenance:

$4,289

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

% of Combined Expenses:

3%-5%

Costs to Achieve

$100

NPV of Synergies:

$1,500-$3,000

($ in Millions)

Transaction creates

$1.5 –

$3 billion of value

through synergies –

with

opportunity for more

1. Company 10-K for 2007 and investor presentations.

2. Based on a preliminary analysis of publicly available information. Subject to due diligence investigation.

Gas price is long-term price in 2008 $/MMBtu, 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% escalation, moderate recession

assumes conditions consistent with current forward prices, and severe recession assumes five years of no load growth.

Clear Value under Multiple Scenarios

Value

Gas Prices

New Build Costs

Carbon Year/Price

Recession

$6.50

$1,300

Moderate

2014/$22

$7.30

$1,100

Moderate

2020/$22

$7.10

$1,100

Severe

2014/$22

$7.30

$1,500

Moderate

2012/$12

$8.60

$1,500

Moderate

Long-term Value To Exelon Shareholders

We look at fundamental value creation

under a wide range of future commodity

price scenarios and our analysis suggests

$1-3 billion, possibly more.

NRG is Best Investment Available

4.0%

8.0%

12.0%

16.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

(10.0%)

5.0%

20.0%

EBITDA / EV Yield

Earnings Yield

Free Cash Flow Yield

EXC

Illustrative

Utilities¹

NRG at

Offer

2009E

2010E

8.0

10.3

12.0

10.9

8.3

11.5

12.1

11.5

IPPs²

EXC

Illustrative

Utilities¹

NRG at

Offer

IPPs²

EXC

Illustrative

Utilities¹

NRG at

Offer

IPPs²

13.9

15.1

20.1

17.2

14.8

16.2

20.3

17.2

Source: FactSet. Prices as of 10/17/08, I/B/E/S estimates as of 10/21/08.

1. Illustrative Utilities include CMS, CNL, DPL, TE, WEC, WR.

2. IPPs include CPN, DYN, MIR, RRI.

4.4

(4.0)

11.1

11.4

4.7

(5.8)

14.1

15.0

15.0%

10.0%

(5.0%)

2. Exceptional Growth Platform

Pro Forma

Exelon

Combined company will have

requisite scope, scale and

financial strength to succeed in an

increasingly volatile energy market

Pro Forma Quick Stats

($s in millions)

Combined assets

$73,500

LTM EBITDA

$8,000

Market cap

$40,500

Enterprise value

$63,000

Generating capacity

~47,000MWs

Combination Will Result in Scope, Scale and

Financial Strength

Enterprise

Value

Market Cap

$30

$50

$60

$40

$20

$70

$10

Southern

Dominion

Duke

FPL

First

Energy

Entergy

1. Reflects total assets (under GAAP) with no adjustments. Based upon 6/30/08 Form 10-Q.

2. Reflects last twelve months EBITDA (Earnings before Income Taxes, Depreciation and Amortization) as of 6/30/08 with no adjustments.

3. Calculation of Enterprise Value = Market Capitalization (as of 10/17/08) + 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.

4. After giving effect to planned divestitures after regulatory approvals.

World Class Nuclear & Fossil Operations

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

NRG

Premier U.S. nuclear fleet

•

Best fleet capacity factor ~ 94%

•

Lowest fleet production costs ~ $15 /MWh

•

Shortest

fleet

average

refueling

outage

duration

–

days

•

Strong reputation for performance

Exelon

Nuclear Growth Opportunities

•

Texas offers nuclear growth platform

•

Potential for stretch power uprate

(5-7%) on

South Texas Project units 1 and 2

•

Continue momentum established with STP 3

and 4 new build project

•

Continue work on Victoria County nuclear

project

•

Exelon has the financial strength and discipline to

pursue these opportunities

•

Strong balance sheet and credit metrics

•

Demonstrated track record of financial rigor

•

Nuclear depth and expertise

<1%

Pro Forma

Exelon

~198,000 GWh

2009 Historical Forward Coal Prices

Combined Entity Will Continue to Benefit

from Low Cost, Low Volatility Fuel Sources

Powder River Basin and lignite coal supply (90%

of NRG’s coal) provides low-sulfur at a relatively

stable price as compared to northern and

central Appalachian coal mines.

0.00

1.00

2.00

3.00

4.00

5.00

6.00

Powder River Basin

Northern Appalachian

Central Appalachian

Production Costs

2000

2001

2002

2003

2004

2005

2006

2007

Nuclear

Gas

Coal

Petroleum

Combined fleet will continue to be

predominantly low-cost fuel.

Other

Coal

1. Based on 2007 data, does not include ~38,000

GWh of Exelon Purchased Power.

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

cents/Kwh

$/mmbtu

Exelon

~150,000 GWh

Nuclear

PRB & Lignite Coal

Other Coal

Gas/Oil

Hydro/Other

100

150

100

150

200

250

2006 Electricity Generated (GWh, in thousands)

NRG

TVA

AEP

Duke

FPL

Southern

Exelon + NRG

Entergy

Exelon

Dominion

Progress

FirstEnergy

Bubble size represents carbon

intensity, expressed in terms of metric

tons of CO2 per MWh generated

SOURCE: EIA and EPA data as compiled by NRDC

Exelon 2020 principles will be applied to the combined fleet

CO2 Emissions of Largest US Electricity Generators

2006 CO2 Emissions

from Electricity

Generation

(in million metric tons)

Largest

Fleet,

Lowest

Carbon

Intensity

Top Generators by CO2 Intensity

AEP

NRG

Southern

Duke

FirstEnergy

TVA

Progress

Dominion

FPL

Exelon + NRG

Entergy

Exelon

0.83

0.80

0.74

0.66

0.64

0.57

0.50

0.35

0.31

0.26

0.07

Exelon 2020 and NRG

Offer more low carbon

electricity in the

marketplace

Reduce emissions from

coal/oil fired generation

Help our customers

and the communities

we serve reduce their

GHG emissions

Reduce or offset our

footprint by greening

our operations

Apply Elements of

Exelon 2020 to NRG

Expand the 2020 Plan

•

Expand internal energy efficiency, SF6,

vehicle, and supply chain initiatives to NRG

portfolio

•

Offset a portion of NRG’s GHG emissions

•

Expand energy efficiency program offerings

•

Add capacity to existing nuclear units

through uprates

•

Add new renewable generation

•

Add new gas-fired capacity

•

Continue to explore new nuclear

•

Address older/higher emitting coal

and oil units

•

Invest in clean coal technology R&D

Taking the next step in Exelon’s

commitment to address climate change

Options to Evaluate:

3. Presence in Most Attractive Markets

Combination Enables Access to

Attractive New Markets

Exelon

NRG

•

Geographically complementary asset base

•

Predominantly located in competitive markets

•

Attractive new markets for Exelon (NY, NE, CA): declining reserve margins,

supportive regulatory structures

•

ERCOT portfolio will position Exelon to offer an array of products, capture value,

and efficiently utilize credit

6,280

Contracted*

51,403

2,085

CAL ISO

13,027

ERCOT

By RTO

Combined¹

PJM

22,812

MISO

1,065

ISO NE

2,174

NYISO

3,960

SERC

2,405

WECC

Total

53,853

By Fuel Type

Combined¹

Nuclear

18,144

Coal

8,986

Gas/Oil

18,801

Other

1,642

Contracted

6,280

*Contracted in various RTOs, mainly in PJM and ERCOT

1. Before Any Divestitures.

4. Balance Sheet and Credit Metrics

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

•

Pay down debt plan will include: NRG balance sheet cash, asset sale

proceeds, free cash flow

Ratios exclude securitized debt.

Senior

unsecured

credit

rating

10/24/08.

Projected

2008

FFO

Debt

disclosed

quarter

2008

earnings

slides.

From

Standard

Poor’s

8/28/08

CreditStats:

Independent

Power

Producers

Energy

Traders

–

U.S.

Exelon

NRG

Today

2011

Credit Rating:

BBB

FFO / Debt:

25-30%

Combined

Entity Targets

Credit Rating:

BBB-

FFO / Debt:

28%

Credit Rating:

B+

FFO / Debt:

18%

5. Exelon Offer For NRG

Compelling Offer For NRG

•

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

•

All stock offer provides NRG shareholders the opportunity

to participate in the future growth of the largest and most

diversified power company in the nation, with a substantially

improved credit profile

•

Superior Value Return Policy

Exelon More Than Meets the “Five

Imperatives”

Outlined by NRG on May 28, 2008

NRG’s Stated Imperatives

MUST

accumulate generation at competitive cost

This transaction accomplishes in one step what several transactions

might have accomplished for NRG in these regards. Given the

current difficulty in accessing capital markets, it is unclear whether

NRG would have the ability to meet this objective without Exelon.

Exelon provides NRG stakeholders with broad trading expertise and

sound power marketing and risk management practices. Exelon’s

significant experience in markets with locational prices is

particularly relevant since ERCOT is moving to a PJM-type structure.

Exelon’s breadth of operations and depth of service allows

unparalleled access to customers, retail providers, and other sales

channels.

NRG stakeholders become part of the most diversified and

competitive generation portfolio operating in 12 different states

and 6 different regional transmission organizations.

Deal provides NRG stakeholders with significant value and upside

and a share of the largest unregulated generation fleet in the

United States.

MUST

be geographically diversified in multiple markets

MUST

develop and expand our route to market through

contracting with retail load providers, trading, direct sales, etc

MUST

have sophisticated ability to trade, procure, hedge, and

originate for electricity and input fuels

MUST

develop depth and breadth in key markets, particularly

across fuel types, transmission constraints and merit order

Exelon Combination More

than Meets These Imperatives

Without

Premium

Price

($/kilowatt)

1,000

3,000

2,000

With

Premium

Conservative

DCF Estimate

Replacement

Costs

NRG Stock Value

NRG Long-Term Value

975

1,350

2,050

3,000+

Price per Kilowatt Comparison for Texas Baseload Generation

Exelon Unlocks NRG Value

Less than 45% of

replacement value

Even with premium, purchase

price is 66% of conservative

long-term DCF value

Financing Plan Considerations

•

Contemplating structure such that the required refinancing

is only ~$4B

•

A negotiated deal with NRG can be structured such that

$4.7B of NRG bonds remain in place with no change in

terms, but with substantially improved credit metrics for

those bondholders

•

Exelon has existing relationships with many banks

holding ~$4B of other NRG debt; should facilitate

refinancing in connection with a negotiated deal with

NRG.

•

Financing commitments are well underway to prepay or

refinance the ~$4B

•

The NRG direct lien program for power marketing could be

left in place

6. Manageable Regulatory Hurdles

Modest Divestitures Expected

•

Limited market power issues –

not

expected to challenge transaction closing

•

Divestitures anticipated only in PJM

and ERCOT

•

~3,000 MWs of high heat rate gas and

baseload

coal

plants

liquid

markets

Plants

subject

divestiture

are

minimus

contributors

revenue

and

earnings.

Principal Regulatory Approvals

•

Texas, New York, Pennsylvania, California

state regulatory commissions

•

Hart-Scott-Rodino (DOJ/FTC)

•

FERC

•

NRC

•

Notice filing in Illinois

Combined Entity Creates Value By:

•

Providing earnings and cash accretion

•

Creating an exceptional growth platform

•

Operating in the most attractive markets

•

Utilizing a premier balance sheet

•

Allowing Exelon to unlock NRG’s value

•

Giving NRG’s shareholders the opportunity to

participate in future value

•

Presenting manageable regulatory hurdles to close

Appendix

Exelon Nuclear Fleet Overview

Average in-service time = 27 years

Plant, Location

Units

Type

Vendor

Net Annual

Mean Rating

MW 2008

License Expiration /

Status

Ownership

Spent Fuel Storage/

Date to lose full core

discharge capacity

Braidwood, IL

PWR

1194, 1166

2026, 2027

100%

2013

Byron, IL

PWR

1183, 1153

2024, 2026

100%

2011

Clinton, IL

BWR

1065

2026

100% AmerGen

Re-rack completed

Dresden, IL

BWR

869, 871

Renewed: 2029,

2031

100%

Dry cask

LaSalle, IL

BWR

1138, 1150

2022, 2023

100%

2010

Limerick, PA

BWR

1149, 1146

2024, 2029

100%

Dry cask

Oyster Creek, NJ

BWR

625

2009; renewal filed

2005

100% AmerGen

Dry cask

Peach Bottom, PA

BWR

570, 570

(1)

Renewed: 2033,

2034

50% Exelon, 50%

PSEG

Dry cask

Quad Cities, IL

BWR

650, 653

(1)

Renewed: 2032

75% Exelon, 25% Mid-

American Holdings

Dry cask

TMI-1, PA

PWR

B&W

837

2014; renewal filed

2008

100% AmerGen

Life of plant capacity

Salem, NJ

PWR

503, 491

(1)

2016, 2020

42.6% Exelon, 56.4 %

PSEG

2011

Fleet also includes 4 shutdown units: Peach Bottom 1, Dresden 1, Zion 1 & 2.

1. Capacity based on ownership interest.

NRG Fleet Overview

1. Capacity based on ownership interest.

Plant, Location

Type

Power Market

Net Annual Mean

Rating MW 2008

Ownership

Cedar Bayou, TX

Gas

ERCOT

1,500

100%

Greens Bayou, TX

Gas

ERCOT

760

100%

Limestone, TX

Coal

ERCOT

1,690

100%

San Jacinto, TX

Gas

ERCOT

160

100%

SR Berton, TX

Gas

ERCOT

840

100%

South Texas Project, TX

PWR

ERCOT

1,175

44% NRG, 40% CPS Energy/City

of San Antonio, 16% Austin

Energy/City of Austin

TH Wharton, TX

Gas

ERCOT

1,025

100%

WA Parish (coal), TX

Coal

ERCOT

2,460

100%

WA Parish (gas), TX

Gas

ERCOT

1,190

100%

Arthur Kill, NY

Gas

NYISO

865

100%

Astoria Gas Turbines, NY

Gas

NYISO

550

100%

Conemaugh, PA

Coal/Oil

PJM

3.7%

NRG Fleet Overview

Plant, Location

Type

Power Market

Net Annual Mean

Rating MW 2008

Ownership

Connecticut Remote Turbines, CT

Jet Fuel/ Gas

ISO-NE

145

100%

Devon, CT

Gas/Oil/ Jet Fuel

ISO-NE

140

100%

Dunkirk, NY

Coal

NYISO

530

100%

Huntley, NY

Coal

NYISO

380

100%

Indian River, DE

Coal/Oil

PJM

740

100%

Keystone, PA

Coal/Oil

PJM

3.7%

Middletown, CT

Oil/Gas/ Jet Fuel

ISO-NE

770

100%

Montville, CT

Oil/Gas/ Diesel

ISO-NE

500

100%

Norwalk Harbor, CT

Oil

ISO-NE

340

100%

Oswego, NY

Oil/Gas

NYISO

1,635

100%

Somerset, MA

Coal/Oil/ Jet Fuel

ISO-NE

125

100%

Vienna, MD

Oil

PJM

170

100%

1. Capacity based on ownership interest.

NRG Fleet Overview

50%

ERCOT

Wind

Sherbino, TX

Plant,

Location

Type

Power Market

Net Annual Mean

Rating MW 2008

Ownership

Bayou Cove, LA

Gas

SERC-Entergy

300

100%

Big Cajun I

Gas

SERC-Entergy

430

100%

Big Cajun II

Coal

SERC-Entergy

1,495

85.8%

Sterlington, LA

Gas

SERC-Entergy

185

100%

Rockford I, IL

Gas

PJM

300

100%

Rockford II, IL

Gas

PJM

150

100%

El Segundo, CA

Gas

Cal ISO

670

100%

Encina

(Cabrillo I), CA

Gas/Oil

Cal ISO

965

100%

Long Beach, CA

Gas

CAISO

260

100%

Saguaro, NV

Gas/Oil

WECC

50%

San Diego Turbines (Cabrillo II)

Gas/Oil

Cal ISO

190

100%

Dover Energy, DE

Gas/Oil

PJM

105

100%

Paxton Creek, PA

Gas

PJM

100%

Gladstone, Australia

Coal

605

37.5%

MIBRAG, Germany

Lignite Coal

50%

Schkopau, Germany

Lignite Coal

400

41.9%

1. Capacity based on ownership interest.

2. Elbow Creek (wind, 122 MW), and Cedar Bayou (gas CC, 275 MW) are not included but are expected to

come on-line within the next year.