Filed by Exelon Corporation
(Commission File No. 1-16169)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Constellation Energy Group, Inc.
(Commission File No. 1-12869)
On May 19, 2011, Exelon began to use the following slides concerning the proposed merger and other information in a series of meetings with investors:
Investor Meetings
May 2011 |
Cautionary
Statements Regarding Forward-Looking Information
2
Except for the historical information contained herein, certain of the matters discussed in this
communication constitute forward-looking statements within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934, estimate, expect, project, intend, plan,
believe, target, forecast, and words and terms of similar substance
used in connection with any discussion of future plans, actions, or events identify
forward-looking statements. These forward-looking statements include, but are not
limited to, statements regarding benefits of the proposed merger, integration plans and expected
synergies, the expected timing of completion of the transaction, anticipated future financial
and operating performance and results, including estimates for growth. These statements are based on
the current expectations of management of Exelon Corporation (Exelon) and Constellation Energy
Group, Inc. (Constellation), as applicable. There are a number of risks and uncertainties that
could cause actual results to differ materially from the forward-looking statements included
in this communication. For example, (1) the companies may be unable to obtain shareholder
approvals required for the merger; (2) the companies may be unable to obtain regulatory approvals required
for the merger, or required regulatory approvals may delay the merger or result in the imposition of
conditions that could have a material adverse effect on the combined company or cause the
companies to abandon the merger; (3) conditions to the closing of the merger may not be
satisfied; (4) an unsolicited offer of another company to acquire assets or capital stock of
Exelon or Constellation could interfere with the merger; (5) problems may arise in successfully integrating the
businesses of the companies, which may result in the combined company not operating as effectively and
efficiently as expected; (6) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; (7) the merger may
involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of
purchase accounting may be different from the companies expectations; (8) the credit ratings of the
combined company or its subsidiaries may be different from what the companies expect; (9) the
businesses of the companies may suffer as a result of uncertainty surrounding the merger;
both
as
amended
by
the
Private
Securities
Litigation
Reform
Act
of
1995.
Words
such
as
may,
will,
anticipate, |
Cautionary
Statements Regarding Forward-Looking Information
(Continued) 3
(10) the companies may not realize the values expected to be obtained for properties expected or
required to be divested; (11) the industry may be subject to future regulatory or legislative
actions that could adversely affect the companies; and (12) the companies may be adversely
affected by other economic, business, and/or competitive factors. Other unknown or unpredictable
factors could also have material adverse effects on future results, performance or achievements of the
combined company. Discussions of some of these other important factors and assumptions are contained
in Exelons and Constellations respective filings with the Securities and Exchange
Commission (SEC), and available at the SECs website at www.sec.gov, including: (1)
Exelons 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations and (c)
ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelons Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2011 in (a) Part II, Other
Information, ITEM 1A. Risk Factors, (b) Part I, Financial Information, ITEM 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial
Information, ITEM 1. Financial Statements: Note 12; (3) Constellations 2010 Annual Report on
Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements
and Supplementary Data: Note 12; and (4) Constellations Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2011 in (a) Part II, Other Information, ITEM 5.Other
Information, (b) Part I, Financial Information, ITEM 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information,
ITEM 1. Financial Statements: Notes to Consolidated Financial Statements, fully discussed in the joint proxy statement/prospectus that will be included in the Registration
Statement on Form S-4 that Exelon will file with the SEC in connection with the proposed
merger. In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this communication may not occur. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of this
communication. Neither Exelon nor Constellation undertake any obligation to publicly release any
revision to its forward-looking statements to reflect events or circumstances after the date
of this communication. Commitments
and
Contingencies.
These
risks,
as
well
as
other
risks
associated
with
the
proposed
merger,
will
be
more |
Additional
Information and Where to Find It 4
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. Exelon intends to
file with the SEC a registration statement on Form S-4 that will include a joint proxy
statement/prospectus and other relevant documents to be mailed by Exelon and Constellation to
their respective security holders in connection with the proposed merger of Exelon and
Constellation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the proposed merger.
Investors and security holders will be able to obtain these materials (when they are available) and
other documents filed with the SEC free of charge at the SEC's website, www.sec.gov. In
addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be
obtained free of charge from Exelon Corporation, Investor Relations, 10 South Dearborn Street,
P.O. Box 805398, Chicago, Illinois 60680-5398, or from Constellation Energy Group, Inc.,
Investor Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202. Investors and security
holders may also read and copy any reports, statements and other information filed by Exelon, or
Constellation, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs
website for further information on its public reference room. Participants in the Merger Solicitation
Exelon, Constellation, and their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Exelons directors and executive
officers is available in its proxy statement filed with the SEC by Exelon on March 24, 2011 in
connection with its 2011 annual meeting of shareholders, and information regarding
Constellations directors and executive officers is available in its proxy statement filed with
the SEC by Constellation on April 15, 2011 in connection with its 2011 annual meeting of
shareholders. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials to be filed with the
SEC when they become available.
|
Transaction
Overview 100%
stock
0.930
shares
of
EXC
for
each
share
of
CEG
Upfront
transaction
premium
of
18.1%
$2.10 per share Exelon dividend maintained
Expect to close in early 1Q 2012
Exelon and Constellation shareholder approvals in 3Q 2011
Regulatory approvals including FERC, DOJ, MD, NY, TX
Executive Chairman: Mayo Shattuck
President and CEO: Chris Crane
Board of Directors: 16 total (12 from Exelon, 4 from Constellation)
Exelon Corporation
78% Exelon shareholders
22% Constellation shareholders
Corporate headquarters: Chicago, IL
Constellation headquarters: Baltimore, MD
No change to utilities
headquarters
Significant employee presence maintained in IL, PA and MD
Company Name
Consideration
Pro Forma
Ownership
Headquarters
Governance
Approvals &
Timing
(1) Based on the 30-day average Exelon and Constellation closing stock
prices as of April 27, 2011. 5
(1) |
Creating Value
Through a Strategic Merger Delivers financial benefits to both sets of
shareholders Increases scale and scope of the business across the value
chain Matches the industrys premier clean merchant generating fleet
with the leading retail and wholesale customer platform
Diversifies the generation portfolio
Continued upside to power market recovery
Maintains a strong regulated earnings profile with large urban utilities
6
Combining Exelons generation fleet and Constellations
customer-facing businesses creates a strong platform for growth and
delivers benefits to investors and customers |
Exelon
Transaction Rationale Increases
geographic
diversity
of
generation,
load
and
customers
in
competitive
markets
Shared
Commitment to
Competitive
Markets
Enhances
Scalable Growth
Platform
Creates
Shareholder
Value
Expands a valuable channel to market our generation
Enhances margins in the competitive portfolio
Diversifies portfolio across the value chain
EPS break-even in 2012 and accretive by +5% in 2013
Maintains
strong
credit
profile
and
financial
discipline
Maintains earnings upside to future environmental regulations and power market
recovery
Adds stability to earnings and cash flow
Adds mix of clean generation to the portfolio
Clean
Generation Fleet
This transaction meets all of our M&A criteria and can be executed
7 |
This Combination
Is Good for Maryland Maintains employee presence and platform for growth in
Maryland
Exelons Power Team will be combined with Constellations wholesale and
retail business
under
the
Constellation
brand
and
will
be
headquartered
in
Baltimore
Constellation and Exelons renewable energy business headquartered in
Baltimore
BGE maintains independent operations headquartered in Baltimore
No involuntary merger-related job reductions at BGE for two years after
close Supports Marylands economic development and clean energy
infrastructure
$10 million to spur development of electric vehicle infrastructure
$4
million
to
support
EmPower
Maryland
Energy
Efficiency
Act
25 MWs
of renewable energy development in Maryland
Charitable contributions maintained for at least 10 years
Provides direct benefits to BGE customers
$5 million provided for Marylands
Electric Universal Service Program (EUSP)
Over $110 million to BGE residential customers from $100 one-time rate
credit 8
We will
bring
direct
benefits
to
the
State
of
Maryland,
the
City
of
Baltimore
and
BGE
customers. Total investment in excess of $250 million.
|
5.8
0.5
9.1
Exelon
Constellation
23.2
27.8
MISO (TWh)
PJM (TWh)
South
(1)
(TWh)
ISO-NE & NY ISO
(2)
(TWh)
West (TWh)
Load
Generation
31.8
42.8
147.3
58.7
Exelon
Constellation
4.8
27.1
9.1
Exelon
Constellation
Exelon
Constellation
2.4
0.4
0.4
Exelon
Constellation
Load
Generation
Generation
Load
Load
Generation
Load
Generation
6.3
9.1
101.5
179.1
27.8
23.2
27.1
13.9
2.4
0.8
Portfolio Matches Generation with Load in
Key Competitive Markets
(1)
Represents load and generation in ERCOT, SERC and SPP.
(2)
Constellation load includes ~0.7TWh of load served in Ontario
Note: Data for Exelon and Constellation represents expected generation and load for
2011 as of 12/31/10. Exelon load includes ComEd Swap, load sold through
affiliates, fixed and indexed load sales and load sold through POLR auctions.
Constellation load includes load sold through affiliates, fixed and indexed load
sales and load sold through POLR auctions. The combination establishes
an industry-leading platform with regional diversification of the
generation fleet 9 |
Transaction
Economics Are Attractive for Both Companies
EPS break-even in 2012 and accretive by +5% in 2013
Free cash flow accretive beginning in 2012
Run-rate synergies of ~$260 million
Total
costs
to
achieve
of
~$500
million
Synergies primarily from corporate consolidation and power marketing platform
integration
Lower consolidated liquidity requirements, resulting in cost savings
Investment-grade ratings and credit metrics
10 |
Wolf
Hollow Acquisition 11
Wolf Hollow Overview
Diversifies generation portfolio
Expands geographic and fuel characteristics
of fleet
Advances Exelon and Constellation merger
strategy of matching load with generation in
key competitive markets
Creates value for shareholders
Purchase price compares favorably to cost of
new build
Free cash flow accretive beginning in 2012;
earnings and credit neutral
Eliminates current above market purchase
power agreement (PPA) with Wolf Hollow
Enhances opportunity to benefit from future
market heat rate expansion in ERCOT
Transaction expected to close in Q3 2011
Location
Granbury, Texas
Commercial Operation Date
August 2003
Nominal Net Operating Capacity
720MW
Equipment Technology
2 Mitsubishi combined-cycle gas
turbines
Primary Fuel
Natural Gas
Secondary Fuel
None
ERCOT = Electric Reliability Council of Texas |
12
Appendix |
A Clean
Generation Profile Creates Long-Term Value in Competitive Markets
(1) Net of market mitigation assumed to be 2,648 MW.
(2)
Constellation generation includes Boston Generation acquisition (2,950 MW of natural
gas) and excludes Quail Run (~550 MW of natural gas). Constellation nuclear reflects 50.01%
interest in Constellation Energy Nuclear Group LLC.
Exelon Standalone
Total Generation: 25,619 MW
Constellation Standalone
(2)
Total Generation: 11,430 MW
Pro forma Company (Net of Mitigation)
(1)
Total Generation: 34,401 MW
13
Combined company remains premier low-cost generator
Coal
6%
Oil
8%
Gas
11%
Hydro
6%
Wind/Solar/Other
3%
Nuclear
67%
Coal
24%
Nuclear
17%
Gas
52%
Wind/Solar/Other
2%
Hydro
3%
Oil
3%
Nuclear
55%
Coal
6%
Oil
7%
Gas
24%
Hydro
6%
Wind/Solar/
Other
2% |
Increased
Regional Diversity in PJM: Capacity
Eligible
for
2014/15
RPM
Auction
(1)
Pro forma Company
4,390 MW
2,535 MW
9,230 MW
11,345 MW
Exelon Standalone
Constellation Standalone
(1)
All
generation
values
are
approximate
and
not
inclusive
of
wholesale
transactions;
all
capacity
values
are
in
installed
capacity
terms
(summer
ratings)
located
in
the
areas
and
adjusted
for mid-year PPA roll-offs.
8,700 MW
10,300 MW
1,500 MW
1,035 MW
4,390 MW
1,045 MW
530 MW
14
2014/15 RPM auction results announced on May 13, 2011
42%
7%
51%
RTO
MAAC
EMAAC
8%
15%
15%
63%
EMAAC
MAAC
RTO
SWMAAC
16%
34%
41%
9%
RTO
EMAAC
MAAC
SWMAAC |
15
15
15
ComEd Load Trends
Note: C&I = Commercial & Industrial
Weather-Normalized Load Year-over-Year
Key Economic Indicators
Weather-Normalized Load
(1)
Source: U.S. Dept. of Labor (March 2011) and Illinois
Department of Security (March 2011)
(2) Source: Global Insight February 2011
-6.0%
-3.0%
0.0%
3.0%
6.0%
1Q10
2Q10
3Q10
4Q10
1Q11
2Q11
3Q11
4Q11
-6.0%
-3.0%
0.0%
3.0%
6.0%
All Customer Classes
Large C&I
Residential
Gross Metro Product
Chicago
U.S.
Unemployment rate
(1)
8.5%
8.8%
2011 annualized growth in
gross
domestic/metro
product
(2)
2.5%
3.2%
2010
1Q11 2011E
Average Customer Growth
0.2%
0.4%
0.5%
Average Use-Per-Customer
(1.4)%
(2.2)%
0.1%
Total Residential
(1.2)%
(1.8)%
0.5%
Small C&I
(0.6)%
0.6%
(0.3)%
Large C&I
2.6%
1.4%
(0.1)%
All Customer Classes
0.2%
(0.1)%
0.0% |
16
16
16
ComEd 2010 Rate Case Update
ComEd Reply Brief (2/23/11)
$343M increase requested
11.50% ROE / 47.28% equity ratio
Rate base $7,349M
2009 test year with pro forma plant additions through 6/30/11
ICC Staff Reply Brief Position (2/23/11)
$113M increase proposed
10.00% ROE / 47.11% equity ratio
Rate base $6,480M
Pro forma plant additions and depreciation reserve through 12/31/10
ALJ Proposed Order (4/1/11)
$152M increase proposed (after correcting ~$14M calculation error)
10.50% ROE / 47.28% equity ratio
Rate base $6,629M
Pro forma plant additions and depreciation reserve through 12/31/10 with very
limited exceptions (ICC Docket No. 10-0467)
Illinois Commerce Commission Final Order will be issued by May 31
|
Illinois
Power Agency (IPA) RFP Procurement
Note: Chart is for illustrative purposes only.
REC = Renewable Energy Credit; RFP = request for proposal
June 2011
June 2012
June 2013
June 2014
Financial Swap Agreement with ExGen
(ATC
baseload
energy
only
notional
quantity 3,000 MW)
Term
Fixed Price
1/1/11-12/31/11
$51.26/MWh
1/1/12-12/31/12
$52.37
1/1/13-5/31/13
$53.48
17
Financial Swap
2010 RFP
2011 RFP
2011 RFP
2011 RFP
2012 RFP
2012 RFP
2012 RFP
2013 RFP
2013 RFP
2014 RFP
ICC has approved Long Term REC Procurement held in November 2010
1.26
Million
MWh
of
renewable
resources
annually
beginning
in
June
2012
under
20
year
contract
8 winning suppliers with an average 2012-13 plan-year price of
$55.18/MWh Spring 2011 Procurement Plan
IPA Procurement Plan approved by the ICC
Standard Product bids due 5/16; ICC decision on 5/20
Annual REC bids due 5/18; ICC decision on 5/24
Provisions included:
Annual energy procurements over a three-year time frame
Target a 35%/35%/30% laddered procurement approach
No additional Energy Efficiency, Demand Response purchases
No additional long term contracts for renewables
No 10% overprocurement for summer peak energy
June 2015 |
18
PECO Load Trends
Note: C&I = Commercial & Industrial
Weather-Normalized Load Year-over-Year
Key Economic Indicators
Weather-Normalized Load
(1) Source: U.S Dept. of Labor data March 2011 -US
U.S
Dept.
of
Labor
prelim.
data
February
2011
-
Philadelphia
(2) Source: Global Insight February 2011
-6.0%
-3.0%
0.0%
3.0%
6.0%
1Q10
2Q10
3Q10
4Q10
1Q11
2Q11
3Q11
4Q11
-6.0%
-3.0%
0.0%
3.0%
6.0%
All Customer Classes
Large C&I
Residential
Gross Metro Product
Philadelphia
U.S.
Unemployment rate
(1)
8.4%
8.8%
2010 annualized growth in
gross
domestic/metro
product
(2)
3.0%
3.2%
2010
1Q11 2011E
Average Customer Growth
0.3%
0.4%
0.4%
Average Use-Per-Customer
0.3%
0.2%
1.7%
Total Residential
0.5%
0.5%
Small C&I
(1.9)%
(1.1)% 0.1%
Large C&I
0.8%
(2.7)%
All Customer Classes
0.1%
(1.1)%
2.1%
(1.6)%
0.1% |
19
19
EPA Regulations Will Move Forward in 2011
2010
2011
2012
2013
2014
2015
2016
2017
2018
PJM RPM Auction
14/15
15/16
16/17
17/18
Hazardous Air
Pollutants
Criteria
Pollutants
Greenhouse
Gases
Coal
Combustion
By-Products
Cooling Water
Effluents
Develop Toxics Rule
Develop ICI
MACT
Pre Compliance Period
Compliance With Toxics Rule
Pre Compliance Period
Compliance With ICI MACT
Develop
Transport Rule
Compliance With Transport Rule
Interim CAIR
Develop O3
Transport
Rule (TR 2)
Estimated Compliance
Develop Criteria
NSPS revision
Compliance with Revised Criteria NSPS
Develop Revised
NAAQS
SIP provisions developed in response to revised NAAQS
(e.g., Ozone, PM2.5, SO2, NO2, NOx/SOx, CO)
Compliance with Federal GHG Reporting Rule
PSD/BACT and Title V Apply to GHG Emissions (PSD only for new and modified
sources) Develop GHG NSPS
Pre Compliance Period
Compliance With GHG NSPS
Develop Coal Combustion
By-Products Rule
Pre Compliance Period
Compliance With Federal CCB Regulations
Develop 316(b) Regulations
Pre Compliance Period
Phase In Of Compliance
Develop Effluent Regulations
Pre Compliance Period
Phase In Of
Compliance
Notes: RPM auctions take place annually in May. For
definition of the EPA regulations referred to on this slide, please see the EPAs Terms of Environment (http://www.epa.gov/OCEPAterms/).
|
20
2011 Events of Interest
Q1
Q2
Q3
Q4
RPM Auction results
(5/13)
Illinois Power Agency
RFP (5/16)
ALJ Proposed Order
DST Rate Case
(4/1)
Procurement RFP
(bids accepted 5/2;
results 5/18)
DST Rate Case Final
Order (by 5/31)
EPA Final Toxics
Rule (November)
Retirement of Cromby
1 & Eddystone 1 units
(5/31)
Proposed Toxics Rule
(3/16)
Procurement RFP
(bids due 9/19;
results by 10/19)
Retirement of
Cromby 2 unit
(12/31)
Proposed 316(b) EPA
Regulation (3/28)
EPA Final Transport
Rule (June)
For definition of the EPA regulations referred to on this slide, please see the EPAs Terms of
Environment (http://www.epa.gov/OCEPAterms/). |
21
Exelon Generation Hedging Disclosures
(as of March 31, 2011) |
22
22
Important Information
The following slides are intended to provide additional information regarding the hedging
program at Exelon Generation and to serve as an aid for the purposes of modeling Exelon
Generations gross margin (operating revenues less purchased power and fuel expense). The
information on the following slides is not intended to represent earnings guidance or a forecast
of future events. In fact, many of the factors that ultimately will determine Exelon
Generations actual gross margin are based upon highly variable market factors outside of
our control. The information on the following slides is as of March 31, 2011. We
update this information on a quarterly basis.
Certain information on the following slides is based upon an internal simulation model that
incorporates assumptions regarding future market conditions, including power and commodity
prices, heat rates, and demand conditions, in addition to operating performance and dispatch
characteristics of our generating fleet. Our simulation model and the assumptions therein are
subject to change. For example, actual market conditions and the dispatch profile of our
generation fleet in future periods will likely differ and may differ significantly
from the assumptions underlying the simulation results included in the slides. In addition,
the forward- looking information included in the following slides will likely change over time
due to continued refinement of our simulation model and changes in our views on future market
conditions. |
23
23
Portfolio Management Objective
Align Hedging Activities with Financial Commitments
Power Team utilizes several product types
and channels to market
Wholesale and retail sales
Block products
Load-following products
and load auctions
Put/call options
Exelons hedging program is designed to
protect the long-term value of our
generating fleet and maintain an
investment-grade balance sheet
Hedge enough commodity risk to meet future cash
requirements if prices drop
Consider: financing policy (credit rating objectives,
capital structure, liquidity); spending (capital and
O&M); shareholder value return policy
Consider market, credit, operational risk
Approach to managing volatility
Increase hedging as delivery approaches
Have enough supply to meet peak load
Purchase fossil fuels as power is sold
Choose hedging products based on generation
portfolio
sell
what
we
own
Heat rate options
Fuel products
Capacity
Renewable credits
% Hedged
High End of Profit
Low End of Profit
Open Generation
with LT Contracts
Portfolio
Optimization
Portfolio
Management
Portfolio Management Over Time |
24
24
Percentage of Expected
Generation Hedged
How many equivalent MW have been
hedged at forward market prices; all hedge
products used are converted to an
equivalent average MW volume
Takes ALL
hedges into account whether
they are power sales or financial products
Equivalent MWs Sold
Expected Generation
=
Our normal practice is to hedge commodity risk on a ratable basis
over the three years leading to the spot market
Carry operational length into spot market to manage forced outage and
load-following risks
By using
the
appropriate
product
mix,
expected
generation
hedged
approaches
the
mid-90s percentile as the delivery period approaches
Participation in larger procurement events, such as utility auctions, and some
flexibility in the timing of hedging may mean the hedge program is not
strictly ratable from quarter to quarter
Exelon Generation Hedging Program |
25
25
2011
2012
2013
Estimated Open Gross Margin ($ millions)
(1)(2)
$5,250
$4,900
$5,500
Open gross margin assumes all expected generation is sold
at the Reference Prices listed below
Reference Prices
(1)
Henry Hub Natural Gas ($/MMBtu)
NI-Hub ATC Energy Price ($/MWh)
PJM-W ATC Energy Price ($/MWh)
ERCOT North ATC Spark Spread ($/MWh)
(3)
$4.47
$31.32
$44.23
$4.42
$5.06
$31.32
$46.19
$1.88
$5.41
$32.83
$48.10
$2.06
Exelon Generation Open Gross Margin and
Reference Prices
(1)
Based on March 31, 2011 market conditions.
(2)
(3)
ERCOT North ATC spark spread using Houston Ship Channel Gas, 7,200 heat rate, $2.50
variable O&M. Gross margin is defined as operating revenues less fuel expense and purchased
power expense, excluding the impact of decommissioning and other incidental revenues. Open
gross margin is estimated based upon an internal model that is developed by dispatching our expected
generation to current market power and fossil fuel prices. Open gross margin assumes
there is no hedging in place other than fixed assumptions for capacity cleared in the RPM auctions and uranium costs for nuclear power plants. Open gross
margin contains assumptions for other gross margin line items such as various ISO bill and ancillary
revenues and costs and PPA capacity revenues and payments. The estimation of open gross
margin incorporates management discretion and modeling assumptions that are subject to change.
|
26
26
2011
2012
2013
Expected Generation
(GWh)
(1)
165,800
165,400
162,800
Midwest
99,000
97,800
96,100
Mid-Atlantic
56,300
57,200
56,400
South & West
10,500
10,400
10,300
Percentage of Expected Generation Hedged
(2)
93-96%
73-76%
38-41%
Midwest
93-96
75-78
35-38
Mid-Atlantic
94-97
72-75
42-45
South & West
76-79
59-62
40-43
Effective Realized Energy Price
($/MWh)
(3)
Midwest
$43.00
$41.00
$41.00
Mid-Atlantic
$56.50
$50.50
$50.50
South & West
$4.50
$0.00
($3.00)
Generation Profile
(1)
Expected generation represents the amount of energy estimated to be generated or purchased through
owned or contracted for capacity. Expected generation is based upon a simulated dispatch
model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and
options. Expected generation assumes 12 refueling outages in 2011 and 10 refueling outages in 2012 and
2013 at Exelon-operated nuclear plants and Salem. Expected generation assumes
capacity factors of 93.0%, 93.6% and 93.1% in 2011, 2012 and 2013 at Exelon-operated nuclear plants. These estimates of expected generation in 2012
and 2013 do not represent guidance or a forecast of future results as Exelon has not completed its
planning or optimization processes for those years. (2)
Percent of expected generation hedged is the amount of equivalent sales divided by the expected
generation. Includes all hedging products, such as wholesale and retail sales of power,
options, and swaps. Uses expected value on options. Reflects decision to permanently retire Cromby Station and Eddystone Units 1&2 as of May 31, 2011.
(3)
Effective realized energy price is representative of an all-in hedged price, on a per MWh basis,
at which expected generation has been hedged. It is developed by considering the energy
revenues and costs associated with our hedges and by considering the fossil fuel that has been purchased to lock in margin. It excludes uranium costs and RPM
capacity revenue, but includes the mark-to-market value of capacity contracted at prices other
than RPM clearing prices including our load obligations. It can be compared with the
reference prices used to calculate open gross margin in order to determine the mark-to-market value of Exelon Generation's energy hedges. |
27
27
Gross Margin Sensitivities with Existing Hedges ($ millions)
(1)
Henry Hub Natural Gas
+ $1/MMBtu
-
$1/MMBtu
NI-Hub ATC Energy Price
+$5/MWH
-$5/MWH
PJM-W ATC Energy Price
+$5/MWH
-$5/MWH
Nuclear Capacity Factor
+1% / -1%
2011
$5
$(5)
$15
$(10)
$10
$(10)
+/-
$30
2012
$145
$(65)
$145
$(125)
$90
$(90)
+/-
$45
2013
$425
$(380)
$315
$(310)
$180
$(175)
+/-
$45
Exelon Generation Gross Margin Sensitivities
(with Existing Hedges)
(1)
Based on March 31, 2011 market conditions and hedged position. Gas price sensitivities are based on an
assumed gas-power relationship derived from an internal model that is updated
periodically. Power prices sensitivities are derived by adjusting the power price assumption while keeping all other prices inputs constant. Due
to correlation of the various assumptions, the hedged gross margin impact calculated by aggregating
individual sensitivities may not be equal to the hedged gross margin impact calculated
when correlations between the various assumptions are also considered. |
28
28
95% case
5% case
$5,500
$7,100
$6,800
$6,200
Exelon Generation Gross Margin Upside / Risk
(with Existing Hedges)
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
2011
2012
2013
$6,900
$4,900
(1)
Represents an approximate range of expected gross margin, taking into account hedges in place, between
the 5th and 95th percent confidence levels assuming all unhedged supply is sold into the
spot market. Approximate gross margin ranges are based upon an internal simulation model and are subject to change based upon market inputs, future
transactions and potential modeling changes. These ranges of approximate gross margin in 2012 and 2013
do not represent earnings guidance or a forecast of future results as Exelon has not completed
its planning or optimization processes for those years. The price distributions that generate this range are calibrated to market quotes for power, fuel,
load following products, and options as of March 31, 2011.
|
29
29
Midwest
Mid-Atlantic
South & West
Step 1
Start
with
fleetwide
open
gross
margin
$5.25 billion
Step 2
Determine
the
mark-to-market
value
of
energy hedges
99,000GWh * 94% *
($43.00/MWh-$31.32MWh)
= $1.09 billion
56,300GWh * 95% *
($56.50/MWh-$44.23MWh)
= $0.66 billion
10,500GWh * 77% *
($4.50/MWh-$4.42/MWh)
= $0.00 billion
Step 3
Estimate
hedged
gross
margin
by
adding open gross margin to mark-to-
market value of energy hedges
Open gross
margin: $5.25 billion
MTM
value
of
energy
hedges:
$1.09billion
+
$0.66billion
+
$0.00
billion
Estimated hedged gross margin:
$7.00 billion
Illustrative Example
of Modeling Exelon Generation 2011 Gross Margin
(with Existing Hedges) |
20
25
30
35
40
45
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
30
35
40
45
50
55
60
65
70
75
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
4.0
4.5
5.0
5.5
6.0
6.5
7.0
7.5
8.0
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
50
55
60
65
70
75
80
85
90
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
Market Price Snapshot
Forward NYMEX Natural Gas
PJM-West and Ni-Hub On-Peak Forward Prices
PJM-West and Ni-Hub Wrap Forward Prices
2012
2013
Rolling
12
months,
as
of
May
6
2011.
Source:
OTC
quotes
and
electronic
trading
system.
Quotes
are
daily.
Forward NYMEX Coal
2012
2013
2012 Ni-Hub
2013 Ni-Hub
2013 PJM-West
2012 PJM-West
2012 Ni-Hub
2013 Ni-Hub
2013 PJM-West
2012 PJM-West
th
$5.49
$54.37
$52.35
$42.66
$40.60
$82.04
$78.21
$40.97
$39.03
$27.24
$25.18
$5.21 |
31
8.0
8.2
8.4
8.6
8.8
9.0
9.2
9.4
9.6
9.8
10.0
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
35
40
45
50
55
60
65
70
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
3.5
4.0
4.5
5.0
5.5
6.0
6.5
7.0
7.5
8.0
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
Market Price Snapshot
2013
9.36
2012
9.23
2012
$46.94
2013
$50.23
2012
$5.09
2013
$5.37
Houston Ship Channel Natural Gas
Forward Prices
ERCOT North On-Peak Forward Prices
ERCOT North On-Peak v. Houston Ship Channel
Implied Heat Rate
2012
$7.72
2013
$9.00
ERCOT North On Peak Spark Spread
Assumes a 7.2 Heat Rate, $1.50 O&M, and $.15 adder
Rolling
12
months,
as
of
May
6
2011.
Source:
OTC
quotes
and
electronic
trading
system.
Quotes
are
daily.
4.5
5.5
6.5
7.5
8.5
9.5
10.5
11.5
12.5
13.5
5/10
6/10
7/10
8/10
9/10
10/10
11/10
12/10
1/11
2/11
3/11
4/11
5/11
th |