Edgar Filing: CONSTELLATION ENERGY GROUP INC

425

Filed by Constellation Energy Group, Inc.

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. 333-175162

On November 7, 2011, Constellation Energy began using the following slide presentation during meetings with investors, which includes information regarding Constellation Energy and the proposed merger with Exelon.

Exelon and Constellation Energy: Merger and Company Update

Edison Electric Institute Financial Conference

November 7-8, 2011

Cautionary Statements Regarding

Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-

looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by

the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,”

“plan,” “believe,” “target,” “forecast,” and words and terms of similar substance used in connection with any discussion of future plans,

actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements

regarding benefits of the proposed merger of Exelon Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation),

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 and 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 regarding the proposed merger. For example,

(1) the companies may be unable to obtain shareholder approvals required for the merger; (2) the companies may be unable to obtain

regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of

conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger;

(3) conditions to the closing of the merger may not be satisfied; (4) an unsolicited offer of another company to acquire assets or capital

stock of Exelon or Constellation could interfere with the merger; (5) problems may arise in successfully integrating the businesses of

the companies, which may result in the combined company not operating as effectively and efficiently as expected; (6) the combined

company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the

merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be

different from the companies’ expectations; (8) the credit ratings of the combined company or its subsidiaries may be different from

what the companies expect; (9) the businesses of the companies may suffer as a result of uncertainty surrounding the merger;

(10) the companies may not realize the values expected to be obtained for properties expected or required to be divested; (11) the

industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (12) the companies

may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could

also have material adverse effects on future results, performance or achievements of Exelon, Constellation or the combined company.

Cautionary Statements Regarding

Forward-Looking Information (Continued)

Discussions of some of these other important factors and assumptions are contained in Exelon’s and Constellation’s respective filings

with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) Exelon’s

2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Quarterly

Report on Form 10-Q for the quarterly period ended September 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors,

(b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and

(c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; (3) Constellation’s 2010 Annual Report on Form 10-K in (a)

ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c)

ITEM 8. Financial Statements and Supplementary Data: Note 12; and (4) Constellation’s Quarterly Report on Form 10-Q for the

quarterly period ended June 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors and ITEM 5. Other Information, (b) Part I,

Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I,

Financial Information, ITEM 1. Financial Statements: Notes to Consolidated Financial Statements, Commitments and Contingencies.

These risks, as well as other risks associated with the proposed merger, are more fully discussed in the definitive joint proxy

statement/prospectus included in the Registration Statement on Form S-4 that Exelon filed with the SEC and that the SEC declared

effective on October 11, 2011 in connection with the proposed merger. In light of these risks, uncertainties, assumptions and factors,

the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on

these forward-looking statements, which speak only as of the date of this communication. Neither Exelon nor Constellation undertake

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

communication.

Additional Information and Where to Find it

In connection with the proposed merger between Exelon and Constellation, Exelon filed with the SEC a Registration Statement on

Form S-4 that included the definitive joint proxy statement/prospectus. The Registration Statement was declared effective by the SEC

on October 11, 2011. Exelon and Constellation mailed the definitive joint proxy statement/prospectus to their respective security

holders on or about October 12, 2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT

PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY

CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the proposed merger. Investors and security holders may

obtain copies of all documents filed with the SEC free of charge at the SEC's website, www.sec.gov. In addition, a copy of the definitive

joint proxy statement/prospectus 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.

Compelling Merger Rationale

Creates the leading competitive energy

provider in the U.S.

Matches Exelon’s clean generation fleet

with Constellation’s customer-facing

leading retail and wholesale platform

Creates economies of scale through

expansion across the value chain

Transaction creates incremental strategic and financial value aligned

with both companies’

existing goals

Strategic Benefits

Financial Benefits

Diversifies generation portfolio across

regions

Adds clean generation to the portfolio

Enhances margins in the competitive

portfolio

Competitive Portfolio

Earnings and cash flow accretive

Dividend uplift for Constellation

shareholders

Continued upside to power market

recovery

Strong balance sheet for combined

company

Utility Benefits

Maintains a regulated earnings profile

with three large urban utilities

Enables operational enhancements

from sharing of best practices across

utilities

Merger Appeals to Key Stakeholders and Governments

(1) Based on the 30-day average Exelon and Constellation closing stock prices as of April 26, 2011.

Enhanced Maryland Proposal

Our additional commitments address a number of key stakeholder concerns

Intervenor Concerns

Key Exelon/Constellation Additional Commitments

Additional Customer

Benefits

Added flexibility for Maryland PSC to determine use of $15 million offered for

programs directly benefiting BGE customers

Ring-Fencing

No corporate reorganization under certain defined circumstances relating to RF

HoldCo, BGE or Exelon Energy Delivery Company without prior Commission approval

Obtain a new non-consolidation opinion to ensure the effectiveness of BGE ring-

fencing

No requests for modification of BGE ring-fencing for 3 years

Financial

Regular reporting on credit ratings and metrics of BGE to Maryland PSC

Specific commitments regarding the level of BGE capital and O&M expenditures in

2012 and 2013

Report comparative pre-

and post-merger shared services costs to PSC

Corporate Governance

BGE’s CEO will be a member of Exelon Management’s Executive Committee

Executive Committee will meet periodically in Baltimore

Service and Operation

Commitment to meet existing BGE supplier diversity requirements

Provide assessment of BGE CAIDI (outage duration) performance within 12 months

after the merger closes

Market Power

addition

2,648

identified

plant

divestitures,

comply

with

settlement

terms

with PJM Market Monitor restricting buyers of divested plants and imposing other

behavioral commitments

Analyzed market power considerations and proposed

mitigation plan to address market concentration

concerns

Proposed comprehensive mitigation plan to address

market concentration in PJM in initial application,

including:

•

Physical sale of 3 baseload generation facilities

totaling 2,648 MW

•

Additional sale of 500 MW via contracts to

mitigate temporary market power issues

Filed with FERC and Maryland PSC on October 11,

2011

No change to assets identified in original proposal

Additional commitment not to sell plants to certain

identified PJM generators

Additional assurances on how we will bid units in PJM

energy and capacity markets

Future retirement of units will be conditioned on meeting

specified requirements

Proactive

divestiture

proposal

Settlement with

PJM

Independent

Market Monitor

(IMM)

The companies have offered a comprehensive, robust mitigation package

Note:

Assets

divested

–

Brandon

Shores

(Coal),

H.A.

Wagner

(Coal/Oil/Gas)

and

C.P.

Crane

(Oil/Coal).

C.P. Crane

399 MW

Brandon Shores

1,273 MW

H.A. Wagner

976 MW

Strong Proposal to Address Market Power

Scale, Scope and Flexibility Across the

Value Chain

Transaction creates the largest –

and growing –

competitive energy

company in the U.S.

Notable Generation Acquired or

Under Development in 2011

Exelon Additions

720 MW Wolf Hollow CCGT (TX)

230 MW Antelope Valley Solar Ranch

One (CA)

230 MW Michigan Wind Projects (MI)

Constellation Additions

2,950 MW Boston Generating gas fleet

30.4 MW Sacramento Municipal Utility

District Solar (CA)

16.1 MW Maryland Generating Clean

Horizons Solar (MD)

7.8 MW Vineland Municipal Electric

Utility Solar (NJ)

5.4 MW Toys “R”

Us Solar (NJ)

5.2 MW Johnson Matthey, West

Deptford Solar (NJ)

5.0 MW U.S. State Department Solar

(NJ)

Note:

Data

9/30/11.

Exelon

solar

addition

based

alternating

current

(AC);

Constellation

solar

additions

based

direct

current (DC).

(1) Generation capacity net of physical market mitigation assumed to be 2,648 MW consisting of Brandon Shores (1,273 MW), H.A. Wagner

(976 MW) and C.P. Crane (399 MW).

(2) Electric load includes all booked 2011E competitive retail and wholesale sales, including index products. Exelon load does not include the

ComEd swap (~26 TWh). Gas load includes all booked and forecasted 2011E competitive retail sales as of 9/30/11.

Reserves (gas)

266 bcf

Owned Generating

Capacity

35 GWs

(1)

Electric

Transmission

7,350 miles

Electric & Gas Dist.

6.6 million

customers

Retail &

Wholesale Volumes

(2)

(Electric & Gas)

~167 TWh, 372 bcf

Upstream

Downstream

Well Positioned for Evolving Regulatory Requirements

(1)

Total owned generation capacity as of 9/30/2011 for Exelon and Constellation, net of physical market mitigation

assumed to be 2,648 MW.

(2)

Coal capacity shown above includes Eddystone 2 (309 MW) to be retired on 6/1/2012.

(3)

Oil capacity shown above includes Cromby 2 (201 MW) to be retired on 12/31/2011.

(4)

Pending approval of owner group

A clean and diverse portfolio that is well positioned for environmental

upside from EPA regulations

Total Generation Capacity

(1)

: 35,327 MW

Cleanest large merchant generation

portfolio in the nation

Less than 5% of combined generation

capacity will require capital expenditures

to comply with Air Toxic rules

•

Approx. $200 million of CapEx, majority of

which

Conemaugh

(4)

(Exelon

and

Constellation ownership share ~31%)

Low-cost generation capacity provides

unparalleled leverage to rising commodity

prices

Incremental 500 MW

of coal and oil

capacity to be retired by middle of next

year

Combined Company Portfolio

Wind/Solar/Other

Gas

Hydro

Oil

(3)

Nuclear

54%

Coal

(2)

27%

Texas Generation Portfolio Is Well Suited to Serve Load

ERCOT Generation

Capacity –

(1)

5,311

CEG Intermediate

1,839

EXC Intermediate

2,210

Exelon Peaking

1,262

(1)

Generation and capacity for Exelon and Constellation includes owned and contracted units, less any PPAs or tolls sold, as of

09/30/2011.

Exelon

wind

assets

Texas

(open

hedged)

are

not

included

the

capacity

shown

above.

Constellation

capacity

includes 517 MWs under a contract that expires in December 2011.

The combined generation portfolio will enhance the hedging capability for

managing load positions in Texas

Hedging

Flexibility

–

Leverage

strong

asset

base and utilize market-based hedging

instruments to effectively manage load-following

obligations

Strong Asset Mix

–

Intermediate and peaking

generation assets are effectively call options at

various heat rates that benefit from price

volatility

Premium

Location

–

sizeable

generation

position close to large load pockets in Dallas

and Houston

We will continue to use a well-defined hedging strategy to carefully

balance risk management and value creation

Wholesale and Retail Businesses

Grow our generation to load strategy in multiple regions of the country by identifying

attractive investments and markets

Expand product offerings to customers in regions we serve

Increase the amount of generation

hedged over time, leaving some open

generation length

Exhibit flexibility in timing and type of

sales executed based on market

expectations

Select products and markets that

optimize the value of the generation

portfolio

Integrate hedging policy with financial

planning process to protect investment-

grade credit rating

Growing the Portfolio

Hedging Program Characteristics

Utilize Multiple

Markets &

Products

Protect

Investment-

Grade Credit

Rating

Manage Risk

on a Ratable

Basis

Incorporate

Fundamental

Market Views

Transaction Maintains Solid Financial Position

Achievable Synergies

Lower Liquidity Requirements

Annual O&M Expense Savings

(1)

(in $MM)

Annual

run rate

Year 4

$310

Year 3

Year 2

Year 1

$200

5-Year

Total

Synergies

Allocation

(2)

BGE

29%

Unregulated

Businesses

63%

$10.3

(in $B)

$3-$4

-39%

$4.2

Constellation

$6.3

$7.3

Pro-Forma

$6.1

Exelon

Existing liquidity

(ex-utilities)

Pro-forma liquidity

Reduction in

existing liquidity

Moody’s Credit

Ratings

S&P Credit

Ratings

Fitch Credit

Ratings

Exelon

Baa1

BBB-

BBB+

ComEd

Baa1

BBB+

PECO

A-

Generation

BBB

BBB+

Constellation

Baa3

BBB-

BGE

Baa2

BBB+

Maintaining

Strong

Investment

Grade

Ratings

(3)

(1) Before total costs to achieve of ~$650M primarily attributable to employee-related costs and transaction costs.

(2) Source: DeGregorio testimony filed with Maryland PSC on May 25, 2011.

(3) Ratings as of November 1, 2011. Represents senior unsecured ratings of Exelon, Generation, Constellation and BGE and senior secured ratings for

ComEd and PECO. S&P and Fitch affirmed all Exelon ratings upon announcement of merger. Moody’s affirmed the ratings of ComEd and PECO

and placed the ratings of Exelon and Generation on review for downgrade. S&P and Moody’s placed Constellation on credit watch positive and

affirmed BGE ratings. Fitch affirmed Constellation and BGE ratings upon announcement.

Annual cost

savings of

$35M-$45M

ComEd &

PECO

Phased Approach to Designing the Future

Our past experience with successful integration and our phased

approach to integrating Exelon and Constellation will enable the

realization of merger benefits

Success is defined by:

Closing the transaction in early 2012

Maintaining consistent and reliable operations

Capturing value and meeting synergy targets

Meeting commitments to stakeholders, regulators and governments

Acting as one to build an integrated enterprise that is positioned for

continued growth

August

–

December

Begins post-close

Completed in August

Begins in November

Exelon & Constellation Energy Appendix

Merger Approvals Process on Schedule

(as of 11/1/11)

Note: The Department of Public Utilities in Massachusetts concluded on September 26, 2011 that it does not have jurisdiction

over the merger.

Stakeholder

Status of Key Milestones

Approved

Texas PUC

(Case No. 39413)

Filed for approval with the Public Utility Commission of Texas on May 17,

2011

Approval received on August 3, 2011

Securities and Exchange Commission

(SEC)

(File No. 333-175162)

Joint proxy statement declared effective on October 11, 2011

Shareholder Approval

Proxies mailed to shareholders of record at October 7, 2011

Shareholder meetings set for November 17, 2011

New York PSC

(Case No. 11–E–0245)

Filed with the New York Public Service Commission on May 17, 2011

seeking a declaratory order confirming that a Commission review is

not required

Decision expected in Q4 2011

Department of Justice (DOJ)

Submitted Hart-Scott

Rodino filing on May 31, 2011 for review under U.S.

antitrust laws and certified compliance with second request

Clearance expected by January 2012

Federal Energy Regulatory Commission

(FERC)

(Docket No. EC 11-83)

Filed

merger

approval

application

and

filings

May

20,

2011,

which

assesses market power-related issues

Settlement agreement filed with PJM Market Monitor on October 11, 2011

Order expected by November 16, 2011 (end of statutory period)

Nuclear Regulatory Commission

(Docket Nos. 50-317, 50-318, 50-220,

50-410, 50-244, 72-8, 72-67)

Filed for indirect transfer of Constellation Energy licenses on May 12, 2011

Order expected by January 2012

Maryland PSC

(Case No. 9271)

Filed for approval with the Maryland Public Service Commission on May 25,

2011

Evidentiary hearings begin October 31, 2011

Order expected by January 5, 2012

Maryland PSC Review Schedule (Case No. 9271)

Filing of Application

Significant Events

Prehearing Conference

Intervention Deadline

Filing of Staff, Office of People Counsel and Intervenor Testimony

Filing of Rebuttal Testimony

Filing of Surrebuttal Testimony

Status Conference

Evidentiary Hearings

Public Comment Hearings

Filing of Initial Briefs

Filing of Reply Briefs

Decision Deadline

Date of Event

October 31, 2011 -

November 18, 2011

November 29, December 1 &

December 5, 2011

December 19, 2011

January 5, 2012

May 25, 2011

June 24, 2011

June 28, 2011

September 16, 2011

October 12, 2011

October 26, 2011

October 28, 2011

Initial

intervenor

testimony

with

respect

market

powerwas

due

September

for

all

parties

except

for

the

Independent

Market

Monitor

and

rebuttal

testimony

with

respect

market

power

was

due

October

Portfolio Matches Generation with Load in

Key Competitive Markets

MISO (TWh)

PJM

(1)

(TWh)

South

(2)

(TWh)

ISO-NE & NY ISO

(3)

(TWh)

West

(4)

(TWh)

The combination establishes an industry-leading platform with regional

diversification of the generation fleet and customer-facing load business

Load

75.1

42.0

33.1

Generation

175.6

29.8

145.8

Constellation

Exelon

5.7

Load

5.1

0.6

Generation

8.6

18.5

Load

30.3

Generation

26.2

7.7

1.9

Load

Generation

0.6

Load

29.2

Generation

32.1

29.2

Note: Data for Exelon and Constellation represents available expected generation (owned and contracted) and booked electric sales for 2011 as of 9/30/11. Expected

generation is adjusted for assets that have long term PPAs sold by Exelon or Constellation, including but not limited to wind and South assets. Exelon load doesn’t include

the ComEd swap (~26 TWh). Index load, which is a pass through load product with no price or volumetric risk to the seller, is not included in the load estimate.

(1) Constellation generation includes output from Brandon Shores, C.P. Crane and H.A. Wagner (total generation ~8.5 TWh).

(2) Represents load and generation in ERCOT, SERC and SPP.

(3) Constellation load includes ~0.7 TWh of load served in Ontario.

(4) Constellation generation includes ~0.4 TWh of generation in Alberta.

Manageable Debt Maturities

Debt

Maturity

Profile

(2012-2020)

(1)

EXC

(1)

Debt maturity schedule and weighted average cost of debt as of 9/30/11. Amounts do not include fair value swaps at Constellation. BGE debt

balances

include

annual

transition

bond

payments

from

2012

–

2017.

(2)

Weighted

average

cost

debt

excludes

any

benefits

for

interest

rate

swaps.

Utilities’

weighted

average

cost

debt

includes

debt

amortization costs.

EXC

Exelon

152

552

2020

1,652

550

2019

602

600

2018

1,342

500

840

2017

1,261

702

516

2016

1,117

665

379

2015

260

800

2014

1,589

500

250

617

2013

1,020

300

252

467

2012

1,001

375

450

173

ExGen

PECO

ComEd

Exelon

BGE

Constellation

Weighted Average Cost of

Debt

(2)

Exelon

5.2%

ComEd

5.4%

PECO

5.5%

ExGen

5.5%

Constellation

6.2%

BGE

6.3%

1,686

~70%

2012

–

2016

debt

maturities

consist

regulated

utility

debt

(in $M)

Exelon Dividend

Exelon’s Board of Directors approved a contingent stub dividend for Exelon shareholders of

$0.00571/share

per

day

for

2012

anticipation

the

merger

($0.525/share

for

the

quarter)

Stub dividend declaration ensures that Exelon shareholders continue to receive all dividends at the

current $2.10 per share annualized rate

Pre-

and post-close stub dividends must be declared separately to account for Constellation

shareholders becoming Exelon shareholders at merger close

Assuming

February

2012

for

illustrative

purposes

only:

$0.525

Current Exelon shareholders will continue to receive a total dividend of

$0.525 per quarter

Payment Date

Record Date

Pre-close

Stub

Dividend

(1)

Post-close

Stub

Dividend

(1)

Regular Dividend

(2)

Regular Dividend

Per Share

Amount

11/15/2011

1/31/2012

2/15/2012

5/15/2012

12/09/2011

3/1/2012

3/09/2012

6/09/2012

$0.525

$0.440

$0.085

$0.525

(1)

Assuming a 2/1/2012 merger close; for Exelon shareholders, Q1 2012 dividend will be based on a per diem rate of $0.00571 ($0.525 divided by 92

days).

(2)

Future dividend, following the stub dividend, is subject to approval by the Board of Directors.

Constellation Dividend

Record Date

Payment Date

Per Share

Amount

12/12/2011

1/03/2012

Regular CEG Dividend

$0.24

1/31/2012

3/1/2012

Pre-close CEG Stub

Dividend

(1)

$0.132

2/15/2012

3/09/2012

Post-close EXC Stub

Dividend

(1)

$0.085

5/15/2012

6/09/2012

Regular EXC Dividend

(2)

$0.525

Constellation Energy’s Board of Directors approved a contingent stub dividend for Constellation

shareholders of $0.00264/share per day for Q1 2012 in anticipation of merger close

Stub dividend declaration ensures that Constellation shareholders continue to receive their existing

quarterly dividend rate prior to the merger, and benefit from the Exelon annualized dividend rate

($2.10 per share) beginning on the day the merger closes

Pre-

and post-close stub dividends must be declared separately to account for Constellation

shareholders becoming Exelon shareholders at merger close

Assuming

February

2012

for

illustrative

purposes

only

Constellation shareholders will receive the Exelon dividend rate

upon

merger close

(1) Assuming a 2/1/2012 merger close, Q1 2012 dividend will be based on a per diem rate of $0.00264 ($0.24 divided by 91 days).

Post-close Exelon Q1 2012 stub dividend will be based on a per diem rate of $0.00571.

(2) Assuming a 2/1/2012 merger close, Constellation shareholders will start receiving the full quarterly Exelon dividend of $0.525 per

share in Q2 2012. Future dividend, following the stub dividend, is subject to approval by the Board of Directors.

November 7-8, 2011

EEI Financial Conference

Forward Looking Statements Disclosure

Certain statements made in this presentation are forward-looking statements and may contain words such as “believes,” “anticipates,” “expects,”

“intends,” “plans,” and other similar words. We also disclose non-historical information that represents management’s expectations, which are

based on numerous assumptions. These statements are not guarantees of future performance and are subject to risks and uncertainties that

could cause actual results to be materially different from projected results. These risks include, but are not limited to: the timing and extent of

changes in commodity prices and volatilities for energy and energy-related products including coal, natural gas, oil, electricity, nuclear fuel and

emissions allowances and the impact of such changes on our liquidity requirements; the liquidity and competitiveness of wholesale and retail

markets for energy commodities; the conditions of the capital markets, interest rates, foreign exchange rates, availability of credit facilities to

support business requirements, liquidity and general economic conditions, as well as Constellation Energy’s and BGE’s ability to maintain their

current credit ratings; the effectiveness of Constellation Energy’s and BGE’s risk management policies and procedures and the ability and

willingness of our counterparties to satisfy their financial and performance commitments; losses on the sale or write-down of assets due to

impairment events or changes in management intent with regard to either holding or selling certain assets; the ability to successfully identify,

finance and complete acquisitions and sales of businesses and assets, including generating facilities, and new nuclear generation development

projects; the effect of weather and general economic and business conditions on energy supply, demand, and prices, and customers' and

counterparties' ability to perform their obligations or make payments; the ability to attract and retain customers in our NewEnergy activities and to

adequately forecast their energy usage; the timing and extent of deregulation of, and competition in, the energy markets, and the rules and

regulations adopted in those markets; regulatory or legislative developments federally, in Maryland, or in other states that affect energy regulation,

the price of energy, transmission or distribution rates and revenues, demand for energy, or that would increase costs, including costs related to

safety or environmental compliance; the ability of our regulated and non-regulated businesses to comply with complex and/or changing market

rules and regulations; the ability of BGE to recover all its costs associated with providing customers service; operational factors affecting, our

generating facilities, BGE’s transmission and distribution facilities or our other commercial operations, including weather-related damages,

unscheduled outages or repairs, unanticipated changes in fuel costs or availability, unavailability of coal or gas transportation or electric

transmission services, workforce issues, terrorism, cybersecurity events, acts of war, catastrophic events, and other events beyond our control;

the impact of industry consolidation; the impact of increased energy conservation and use of renewable energy; the actual outcome of

uncertainties associated with assumptions and estimates requiring judgment when managing our business, applying critical accounting policies

and preparing financial statements, including factors that are estimated in determining the fair value of energy contracts, such as the ability to

obtain market prices and in the absence of verifiable market prices, the appropriateness of models and model inputs (including, but not limited to

estimated contractual load obligations, unit availability, forward commodity prices, interest rates, correlation and volatility factors); changes in

accounting principles or practices; cost and other effects of legal and administrative proceedings and other events that may not be covered by

insurance, including environmental liabilities and liabilities associated with catastrophic events; and the likelihood and timing of the completion of

the pending merger with Exelon Corporation, the terms and conditions of any required approvals of the pending merger, and potential diversion of

management’s time and attention from our ongoing business during this time period. Given these uncertainties, you should not place undue

reliance on these forward-looking statements. Please see our periodic reports filed with the SEC for more information on these factors. These

forward-looking statements represent estimates and assumptions only as of the date of this presentation, and no duty is undertaken to update

them to reflect new information, events or circumstances.

Use of Non-GAAP Financial Measures

Constellation Energy presents adjusted earnings per share (adjusted EPS) in addition to its reported earnings per share in accordance with generally

accepted

accounting

principles

(reported

GAAP

EPS).

Adjusted

EPS

non-GAAP

financial

measure

that

differs

from

reported

GAAP

EPS

because

excludes the cumulative effects of changes in accounting principles, discontinued operations and special items (which we define as significant items that are

not

our

ongoing,

underlying

business

which

distort

comparability

results)

included

operations.

We present adjusted EPS because we believe that it is appropriate for investors to consider results excluding these items in addition to our results in

accordance

with

GAAP.

believe

such

measure

provides

picture

our

results

that

comparable

among

periods

since

excludes

the

impact

items such as impairment losses, workforce reduction costs or gains and losses on the sale of assets, which may recur occasionally, but tend to be irregular

as to timing, thereby distorting comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by

management (in particular, judgment as to what is classified as a special item to be excluded from adjusted earnings). This non-GAAP measure is also used

to evaluate management’s performance and for compensation purposes.

Constellation Energy also provides its earnings guidance in terms of adjusted EPS. Constellation Energy is unable to reconcile its guidance to GAAP earnings

per

because

not

predict

the

future

impact

special

items

due

the

difficulty

doing

so.

the

past,

the

impact

special

items

has

been

material to our operating results computed in accordance with GAAP.

We note that non-GAAP measures should not be viewed as a substitute to GAAP information. A reconciliation of non-GAAP information to GAAP information

included

either

the

slide

where

the

information

appears

one

the

slides

the

Non-GAAP

Measures

section

provided

the

end

the

presentation, along with additional information on why and how Constellation Energy uses this information. Please see the Summary of Non-GAAP

Measures

find

the

appropriate

GAAP

reconciliation

and

slide(s).

These

slides

are

only

intended

reviewed

conjunction

with

the

oral

presentation to which they relate.

Q3 2011 Adjusted Earnings Per Share

($ per share)

Q3 2011

Q3 2010

Adjusted Earnings Per Share

(1)

$0.68

$0.48

JV PPA

(0.15)

(0.14)

Other Special Items

(0.17)

(7.33)

GAAP Earnings Per Share

$0.36

($6.99)

(1)

Excludes special items

Note: Numbers may not sum due to rounding

See Appendix

($ per share)

Q3 2011

Q3 2010

BGE

$0.00

$0.14

Generation

0.29

0.27

NewEnergy

0.23

(0.07)

JV PPA

0.15

0.14

Other

0.01

Adjusted Earnings Per Share

(1)

$0.68

$0.48

2011 EPS Forecast

($ per share)

(1)

2011 reflects interest income earnings on cash using 1-month forward LIBOR rates as of September 2011

(2)

Data excludes mark-to-market timing, Hurricane Irene restoration expense and Special Items, including the amortization of CENG basis differential

See Appendix

2011

BGE

$0.60 –

$0.80

Generation

$0.75 –

$0.95

NewEnergy

$0.90 –

$1.10

Other

(1)

$0.01 –

$0.02

Pre-Allocation EPS

(2)

$2.50

–

$2.80

JV PPA

$0.60

Total Adjusted EPS

(2)

$3.05

–

$3.35

Capital Spending –

Competitive Businesses

($ in millions)

2011E

Generation

Other

(1)

Major Environmental

$ 35

Maintenance Capital

111

Growth

(2)

Generation & Other Total

$ 169

Memo: Total CENG capital spend

421

(1)

Other includes corporate headquarters spending in Maintenance Capital

(2)

Generation and NewEnergy growth capital includes offset to reflect related Investment Tax Credits and Grants

($ in millions)

2011E

NewEnergy

Maintenance Capital

Growth

(2)

266

NewEnergy Total

$ 290

$100

$200

$300

$400

$500

$600

$700

2011

2016

2021

2026

2031

2036

2041

2046

2051

2056

2061

Total CEG (excluding BGE)

Total BGE

$550M CEG 4.55%

Notes due 2015

$700M CEG 7.60%

Notes due 2032

$550M CEG

5.15% Notes due

2020

Debt Maturity Profile

(1) Numbers may not add due to rounding

Constellation Energy Group Total Debt

(1)

$ in billions

CEG

4.55% Fixed-Rate Notes, due June 15, 2015

0.6

5.15% Fixed-Rate Note, due December 1, 2020

0.6

7.60% Fixed-Rate Notes, due April 1, 2032

0.7

8.625% Series A Jr. Sub Debentures, due June 15, 2063

0.5

Other

0.3

Total CEG excluding BGE

2.6

BGE

2.1

Total Long-term Debt

4.8

9/30/11

Net Available Liquidity

September 30, 2011

($ in billions)

Competitive

BGE

Credit facilities

$ 3.7

$ 0.6

Less: Letters of credit issued

(1)

(1.2)

Less: Commercial paper outstanding

(0.1)

Net available facilities

2.5

0.5

Add: Cash

(2)

1.1

Total Net Available Liquidity

$ 3.6

$ 0.5

Memo: Downgrade collateral

$ 1.0

Price contingent facility capacity

0.5

Less: LCs issued under facility

(0.4)

Availability under price contingent facility

0.1

Memo: Total Contractual Capacity of Price Contingent Facility

(3)

$ 0.5

(1) Excludes availability and postings under the competitive business' price contingent knock-in facility

(2) BGE 9/30 cash balance was $51M

(3) The agreement was amended in September 2010 to allow an option to draw cash in addition to LCs

Forward Market Prices

(1)

BGE zone is historically a 10%-20% premium to PJM WHUB pricing; Ginna/NMP zones are historically a 5%-15% premium to NY WHUB pricing

(2)

NY Capacity prices not disclosed in

2012

–

2014

as prices clear through a monthly auction

Market Curves (as of 10/11/11)

2011

2012

2013

2014

NYMEX Gas ($/MMBTU)

3.7

4.1

4.6

4.9

NYMEX Coal ($/Ton)

73.8

75.4

78.2

80.2

PJM WHUB ($/MWh) (7x24)

(1)

42.1

44.0

46.4

49.4

NY WHUB ($/MWh) (7x24)

(1)

37.0

37.9

39.7

42.1

ERCOT Houston Zone ($/MWh) (7x24)

29.0

37.5

41.7

45.0

NEPOOL HUB ($/MWh) (7x24)

49.7

47.2

49.4

50.9

PJM Capacity Pricing ($/MWd)

110.0

123.8

187.6

173.9

NEPOOL Capacity Pricing ($/MWh)

4.9

4.4

4.0

3.7

NY Capacity Pricing ($/MWh)

(2)

0.2

0.6

n/a

RGGI Emissions Expense ($/ton of CO2)

1.9

2.0

Average Hedged Prices

(1)

Includes current fixed priced portion of CENG PPA and existing NY PPAs/RSA

(2)

Coal

prices

represent

mix

coal

types

dependant

plant

economics;

does

not

include

transportation

costs

approximately

$25

$35/ton

for

Eastern

and

$55

$70/ton

for

PRB

(3)

Reflects

the

expected

divestiture

Brandon

Shores/Wagner/Crane

the

end

2012

Average Hedged Prices (as of 10/11/11)

2011

2012

2013

2014

Power -

Non-Nuclear Plants ($/MWh)

51.5

55.2

64.8

68.2

% Hedged Fossil

100%

89%

40%

20%

Power -

Non-Nuclear Plants ($/MWh)

(3)

51.5

55.2

72.3

77.8

% Hedged Fossil

100%

89%

51%

26%

Power -

PJM Nuclear

Plants

($/MWh)

(1)

49.9

52.9

52.3

54.2

% Hedged PJM Nuclear

100%

95%

55%

23%

Power -

NY Nuclear ($/MWh)

(1)

37.8

42.3

42.4

43.5

% Hedged NY Nuclear

100%

96%

80%

58%

Average Hedged Fuel Prices

Coal ($/ton)

(2)

57.1

64.9

75.7

n/a

% Hedged

100%

73%

30%

Coal ($/ton)

(2) (3)

57.1

64.9

72.7

n/a

% Hedged

100%

73%

18%

Gas ($/MMBTU)

3.7

4.8

5.4

6.0

% Hedged

100%

98%

45%

18%

Generation Statistics

(MWh in thousands, unless otherwise stated)

2011E

2012E

2013E

2014E

Nuclear Plants (CEG Ownership Only)

Calvert Cliffs

7,177

7,025

7,205

7,299

NMP 1

2,288

2,668

2,471

2,660

NMP 2

3,977

3,851

4,377

4,044

Ginna

2,177

2,345

2,490

2,261

Total Nuclear

15,619

15,889

16,543

16,264

Coal Plants

(1)

MAAC

Coal

Plants

(2)

8,493

7,457

7,544

7,706

Other PJM Coal Plants

3,757

3,832

3,824

3,601

Total Coal

12,250

11,289

11,368

11,307

MAAC

Coal

Plants

(2)

3.9

3.2

3.3

3.4

Other PJM Coal Plants

1.5

1.2

1.4

1.3

Total Coal Burn (MMtons)

5.4

4.4

4.7

CO2 Emissions (MMtons)

21.6

20.4

20.3

20.8

(1) Excludes QF’s

(2) SW MAAC Coal consists of Brandon/Wagner/Crane

Note: MWh’s, Coal Burn & Emissions updated as of 10/11/2011

Generation Statistics

(MWh in thousands, unless otherwise stated)

2011E

2012E

2013E

2014E

Gas / Oil Plants

PJM Gas/Oil Plants

197

240

231

256

NEPOOL Gas Plants

13,803

12,027

11,247

11,400

ERCOT Gas Plants

2,629

3,181

3,434

3,648

Hillabee (Alabama)

3,910

3,006

2,819

3,392

West Valley (Utah)

137

133

184

235

Grande Prairie (Alberta, Canada)

234

422

377

382

Total Gas/Oil

20,910

19,009

18,292

19,313

Total QF’s/Other

(1)

2,730

2,367

2,088

2,089

Toll Agreement Statistics

External Tolls

6,536

6,632

5,577

5,835

Other Contracted Generation

(2)

9,097

7,873

4,640

2,108

Total Toll Output

15,633

14,505

10,217

7,943

(1) Includes Safe Harbor (~700k MWH per year); Criterion; Panther Creek; Colver; Ace Trona; Jasmin; Chinese Station; Fresno; Malacha; Poso; Rocklin; Sunnyside

(2) Includes EDF portion of CENG JV PPA already sold to CEG

Note: MWh’s updated as of 10/11/2011

Non-GAAP Appendix

Q3 2011 Adjusted EPS

We exclude special items because we believe that it is appropriate for investors to consider our results excluding these items, in addition to

our results in accordance with GAAP. We believe such a measure provides a picture of our results that is comparable among periods since it

excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting

comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by management (in particular,

judgments

what

not

classified

special

item).

also

use

this

measure

evaluate

performance

and

for

compensation

purposes.

RECONCILIATION:

Elim, Holding

($ per share)

Generation

NewEnergy

BGE

Company,

and Nonreg.

Total

Q3 11 ACTUAL RESULTS:

Reported GAAP EPS

0.15

0.21

(0.01)

0.01

0.36

GAAP MEASURE

Special Items Included in Operations:

CEG Credit Facility Amendment Fees

(0.01)

Amortization of JV Basis Difference

(0.13)

Subtotal: CENG JV

(0.13)

(0.01)

(0.14)

Merger Transaction Fees

(0.01)

(0.03)

Earnings Excluding Special Items

0.29

0.23

0.01

0.53

CENG PPA Amortization

(0.15)

Adjusted EPS

0.44

0.23

0.01

0.68

NON-GAAP MEASURE

EARNINGS GUIDANCE

Constellation Energy is unable to reconcile its earnings guidance excluding special items to GAAP earnings per share because we do not predict the future impact of

special items such as the cumulative effect of changes in accounting principles and the disposition of assets. See above reconciliation for actual Special Items.

Adjusted EPS 2010 and Quarterly -

Consolidated

RECONCILIATION:

CEG Consolidated

2010

($ per share)

Q1 10

Q2 10

Q3 10

Q4 10

Total

ACTUAL RESULTS:

Reported GAAP EPS

0.95

0.36

(6.99)

0.79

(4.90)

GAAP MEASURE

Special Items Included in Operations:

CEG Credit Facility Amendment Fees

(0.02)

(0.01)

(0.02)

(0.07)

Amortization of JV Basis Difference

(0.13)

(0.18)

(0.15)

(0.12)

(0.59)

Subtotal: CENG JV

(0.15)

(0.19)

(0.16)

(0.14)

(0.66)

Early Retirement of 2012 Notes

(0.15)

Medicare Part D - Tax

(0.04)

UniStar Nuclear Energy Results

(0.01)

(0.02)

(0.03)

Mammoth Lakes Gain

0.12

International Coal Contract Dispute Settlement

0.17

Gain on Comprehensive Agreement with EDF

0.60

Impairment Losses and Other Costs

(7.29)

(0.11)

(7.41)

Earnings Excluding Special Items

1.30

0.57

0.34

0.27

2.50

PPA Amortization

(0.13)

(0.14)

(0.15)

(0.56)

Adjusted EPS

1.43

0.71

0.48

0.42

3.06

NON-GAAP MEASURE

NOTE

The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and the

effects of dilution shares.

We exclude special items because we believe that it is appropriate for investors to consider our results excluding these items, in addition to

our results in accordance with GAAP. We believe such a measure provides a picture of our results that is comparable among periods since it

excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting

comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by management (in particular,

judgments as to what is or is not classified as a special item).

We also use this measure to evaluate performance and for compensation

purposes.

Adjusted EPS 2010 and Quarterly -

BGE

RECONCILIATION:

BGE

2010

($ per share)

Q1 10

Q2 10

Q3 10

Q4 10

Total

ACTUAL RESULTS:

Reported GAAP EPS

0.30

0.07

0.14

0.15

0.67

GAAP MEASURE

Special Items Included in Operations:

Medicare Part D - Tax

(0.02)

Earnings Excluding Special Items

0.32

0.07

0.14

0.15

0.69

Adjusted EPS

0.32

0.07

0.14

0.15

0.69

NON-GAAP MEASURE

NOTE

The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and the

effects of dilution shares.

We exclude special items because we believe that it is appropriate for investors to consider our results excluding these items, in addition to

our results in accordance with GAAP. We believe such a measure provides a picture of our results that is comparable among periods since it

excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting

comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by management (in particular,

judgments as to what is or is not classified as a special item).

We also use this measure to evaluate performance and for compensation

purposes.

Adjusted EPS 2010 and Quarterly -

Generation

RECONCILIATION:

Generation

2010

($ per share)

Q1 10

Q2 10

Q3 10

Q4 10

Total

ACTUAL RESULTS:

Reported GAAP EPS

0.14

0.08

(7.06)

0.60

(6.26)

GAAP MEASURE

Special Items Included in Operations:

CEG Credit Facility Amendment Fees

(0.01)

(0.02)

(0.05)

Amortization of JV Basis Difference

(0.13)

(0.18)

(0.15)

(0.12)

(0.59)

Subtotal: CENG JV

(0.14)

(0.19)

(0.16)

(0.14)

(0.64)

Early Retirement of 2012 Notes

(0.15)

UniStar Nuclear Energy Results

(0.01)

(0.02)

(0.03)

Mammoth Lakes Gain

0.12

Gain on Comprehensive Agreement with EDF

0.60

Impairment Losses and Other Costs

(7.29)

(0.11)

(7.41)

Earnings Excluding Special Items

0.44

0.29

0.27

0.25

1.25

PPA Amortization

(0.13)

(0.14)

(0.15)

(0.56)

Adjusted EPS

0.57

0.43

0.41

0.40

1.81

NON-GAAP MEASURE

NOTE

The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and the

effects of dilution shares.

We exclude special items because we believe that it is appropriate for investors to consider our results excluding these items, in addition to

our results in accordance with GAAP. We believe such a measure provides a picture of our results that is comparable among periods since it

excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting

comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by management (in particular,

judgments as to what is or is not classified as a special item).

We also use this measure to evaluate performance and for compensation

purposes.

Adjusted EPS 2010 and Quarterly -

NewEnergy

RECONCILIATION:

NewEnergy

2010

($ per share)

Q1 10

Q2 10

Q3 10

Q4 10

Total

ACTUAL RESULTS:

Reported GAAP EPS

0.53

0.21

(0.07)

0.02

0.69

GAAP MEASURE

Special Items Included in Operations:

CEG Credit Facility Amendment Fees

(0.01)

(0.02)

Subtotal: CENG JV

(0.01)

(0.02)

International Coal Contract Dispute Settlement

0.17

Earnings Excluding Special Items

0.54

0.21

(0.07)

(0.15)

0.54

Adjusted EPS

0.54

0.21

(0.07)

(0.15)

0.54

NON-GAAP MEASURE

NOTE

The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and the

effects of dilution shares.

We exclude special items because we believe that it is appropriate for investors to consider our results excluding these items, in addition to

our results in accordance with GAAP. We believe such a measure provides a picture of our results that is comparable among periods since it

excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting

comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by management (in particular,

judgments as to what is or is not classified as a special item).

We also use this measure to evaluate performance and for compensation

purposes.

Adjusted EPS 2010 and Quarterly –

Other Nonregulated

RECONCILIATION:

Other Nonregulated

2010

($ per share)

Q1 10

Q2 10

Q3 10

Q4 10

Total

ACTUAL RESULTS:

Reported GAAP EPS

(0.02)

0.02

GAAP MEASURE

Special Items Included in Operations:

Medicare Part D - Tax

(0.02)

Earnings Excluding Special Items

0.02

Adjusted EPS

0.02

NON-GAAP MEASURE

NOTE

The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and the

effects of dilution shares.

We exclude special items because we believe that it is appropriate for investors to consider our results excluding these items, in addition to

our results in accordance with GAAP. We believe such a measure provides a picture of our results that is comparable among periods since it

excludes the impact of items, which may recur occasionally, but tend to be irregular as to timing and magnitude, thereby distorting

comparisons between periods. However, investors should note that this non-GAAP measure involves judgment by management (in particular,

judgments as to what is or is not classified as a special item).

We also use this measure to evaluate performance and for compensation

purposes.

An Overview

Service Territory

Ring-Fencing Conditions

Key Data

(1)

Total # of Customers:

1.2M (Electric); 0.7M (Gas)

Area: 2,300 square miles (Electric)

Peak Load: 7,236 MW

(1)

Data as of 9/30/11. Peak load represents all-time peak load, which occurred on July 21, 2011.

Regulatory Update

Electric Distribution Rate Case

•

Rate case filed on 5/7/10

–

Original request of $47M; ROE range request of 10.65% to 12.65%

–

Final revenue increase of $31M with an ROE of 9.86%

Gas Delivery Rate Case

•

Rate case filed on 5/7/10

–

Original request of $30M; ROE range request of 10.65% to 12.65%

–

Final revenue increase of $10M with an ROE of 9.56%

In order to satisfy the ring fencing conditions outlined by

the MD PSC in an order issued in February 2009:

•

Constellation Energy created a new wholly-owned, special

purpose subsidiary, RF HoldCo LLC (HoldCo) which acquired

100% of the common equity interests of BGE from

Constellation Energy

•

HoldCo has one independent director and a golden

shareholder whose consent is necessary to initiate a BGE

bankruptcy

In accordance with the Maryland PSC order, Constellation

and BGE are subject to certain conditions, including:

•

BGE may not pay common dividends to Constellation if:

–

After the dividend payment, BGE’s equity ratio would be

below 48% as calculated pursuant to Maryland PSC’s

ratemaking precedents; or

–

BGE’s senior unsecured credit rating by two of the three

major credit rating agencies is below investment grade

•

BGE can no longer participate in the CEG cash pool or

commingle funds with CEG

•

BGE must operate as a separate entity from CEG, conduct

business in its own name and not assume any of CEG’s

obligations

•

BGE must maintain an arms-length relationship with CEG

Estimated Rate Base

Note: Rate base includes electric and gas distribution and electric transmission and is calculated using a 13-month trailing average.

$3,500

$3,700

$3,900

$4,100

$4,300

$4,500

$4,700

$4,900

2010A

2011E

2012E

2013E

Capital Spending

($ in millions)

FY 2011E

FY 2012E

FY 2013E

Electric / Gas Distribution

$ 483

$ 442

$ 446

Electric Transmission

109

131

Smart

Energy

Savers

Program

169

207

Utility Total

$ 683

$ 692

$ 784

Key drivers of capital expenditures:

–

Electric and gas infrastructure spending for reliability

–

Electric transmission investments for reliability

–

Smart

Energy

Savers

Program

initiatives

including

energy

efficiency,

PeakRewards

and

Smart

Grid

Cautionary Statements Regarding Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed merger of Exelon Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation), 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 and 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 regarding the proposed merger. For example, (1) the companies may be unable to obtain shareholder approvals required for the merger; (2) the companies may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger; (3) conditions to the closing of the merger may not be satisfied; (4) an unsolicited offer of another company to acquire assets or capital stock of Exelon or Constellation could interfere with the merger; (5) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (6) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (8) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (9) the businesses of the companies may suffer as a result of uncertainty surrounding the merger; (10) the companies may not realize the values expected to be obtained for properties expected or required to be divested; (11) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (12) the companies may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of Exelon, Constellation or the combined company. Discussions of some of these other important factors and assumptions are contained in Exelon’s and Constellation’s respective filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) Exelon’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 in (a) Part II, Other Information, ITEM 1A.

Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; (3) Constellation’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 12; and (4) Constellation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors and ITEM 5. Other Information, (b) Part I, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Notes to Consolidated Financial Statements, Commitments and Contingencies. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the definitive joint proxy statement/prospectus included in the Registration Statement on Form S-4 that Exelon filed with the SEC and that the SEC declared effective on October 11, 2011 in connection with the proposed merger. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither Exelon nor Constellation undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication.

Additional Information and Where to Find it

In connection with the proposed merger between Exelon and Constellation, Exelon filed with the SEC a Registration Statement on Form S-4 that included the definitive joint proxy statement/prospectus. The Registration Statement was declared effective by the SEC on October 11, 2011. Exelon and Constellation mailed the definitive joint proxy statement/prospectus to their respective security holders on or about October 12, 2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION about Exelon, Constellation and the proposed merger. Investors and security holders may obtain copies of all documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, a copy of the definitive joint proxy statement/prospectus 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.