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Form 425

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Form 425

INTEGRATION INFORMATION 12/2/2011Milestones Expected Aug Shareholders by Texas PUC 3 Q4: 31 Approved meetings PSC hearings, each business day Oct to Dec 5 Jan Nov 21: Maryland Dec 31 to Nov 21: Maryland PSC hearings, each business day public comment hearings 1 5:Maryland PSC decision deadline- Maryland PSC Oct AugustTimeline October November December January 2012 FERC September and Constellation expected that the Originally within the original 180-day period provided Federal Energy Regulatoryand Constellation reached a settlement with the PJM Market Monitor, on November Commission (FERC) would issue a decision on our proposed merger which was filed 16, 2011, Exelon with FERC on October 11, 2011. Into provide up to onfor additional days Exelon action. an order issued 180 FERC 19, 2011, FERC October review. that it considers the as an amendment to the application, which FERC interpretsFERC complete its review and issue ato take indicated the January 5, 2012, settlement filing Maryland Public Service companies The companies decision on the that decision prior to deadline for the Commission s have requested merger.Both companies almost three months after the filing of the settlement and should provide FERC with sufficient time to evaluate would the amendments and make a decision. This timely be are confident we have fully satisfied FERC the closing of the merger or the benefits that will result for BGE s market power standards. We believe the CitywillBaltimore and thein a of Maryland. and that this extension will not delay manner customers, FERC of make a decision State Rules Exelon and Constellation work to obtain Road While of themust treat one another as competitorsnecessary regulatory approvals and to close the transaction, the companies must operate as entirely separate businesses. Employeesto do anything that lessens competition between the companiesThis means welessen either entity s ability to compete were the transaction not to must be in our day-to-day work. or that would cannot directly exchange competitively sensitive information, and close. This careful not is an important and sometimes complicated topic. If you have any questions, please discuss with your supervisor or legal counsel before action is taken. Maryland Public Hearings week with the Maryland Public Service Public hearings began this Underway community groups supportingCommission, the organization tasked with ensuring theincluded the Baltimore the publicand will benefit BGE customers. Several Exelon-Constellation merger attended. Supporters proposed merger is in Building interest and Construction Trade Council, the public hearing is scheduled for Dec.the in Annapolis. Baltimore Committee. The next Walter and Betty Ward Family Center of the Y of Central Maryland, the American Red Cross of Central Maryland and the Greater 5 Feedback IN is produced by the Corporate Communications Groups of both Exelon and Constellation. Please direct questions and comments to: Exelon employees: IntegrationOffice@exeloncorp.com Constellation employees: IntegrationOffice@constellation.com

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Form 425

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Form 425

INTEGRATION INFORMATION 12/2/2011 Statements Regarding Forward-Looking Information Except for the historical information contained herein, certain of the matters discussed in this Cautionary communication constitute forward-looking statements within the meaning ofwill, anticipate,of 1933 and the Securities Exchange Act of 1934, bothbelieve, the Securities Act estimate, the Private forecast, and words and terms of similar substance used in connection with any discussion of future expect, project, intend, plan, as amended by target, Securities Litigation Reform Act of 1995. Words such as may, statements. These forward-looking(Constellation), integration plans and expected synergies, the expected timingplans, actions, or events identify forward-looking and ConstellationoperatingGroup, Inc. statements include, butestimates for growth. These statements are based of theofcurrent expectations of management of Exelon and Energy performance and results, including are not limited to, statements regarding benefits on theproposed merger of Exelon Corporation (Exelon) completion of the transaction, anticipated future financial and as applicable. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements Constellation, communication regarding the proposed merger. For example, (1) the companies may be unable to obtain shareholder approvals required for the merger; included in this (2) the companies may bethat could have a material adverse effectrequiredcombined company or cause the companies to abandon the the merger or result in thethe closing unable to obtain regulatory approvals on the for the merger, or required regulatory approvals may delay merger; (3) conditions to imposition ofmay not be satisfied; (4) an unsolicited offer of another company to acquire assets or capital stock of Exelon or Constellation could interfere with the of the merger conditions arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and merger; (5) problems may the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (7) the efficiently as involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies merger may expected; (6) ratings of the combined company or its subsidiaries may be different from what the companies expect; (9) the businesses of the companies expectations; a result credit (8) may suffer as(11) the industry may be subject to the merger; (10) the legislative actions that could adverselyexpected to be obtained for(12) the companies may be of uncertainty surrounding future regulatory or companies may not realize the values properties expected or required to be divested; adversely affected theor achievements of Exelon, and/or competitive factors. Other unknown or unpredictable affect the companies; and factors and assumptions are by factors could also have material adverse effects results, performance other economic, business, Constellation or the combined company. Discussions of some of these other important SEC s website at on future contained in Exelon s s 2010 Annual Report on Formfilings with the Securities andFactors, (b) ITEM 7. Management savailable at the Analysis of Financial and Constellation s respective 10-K in (a) ITEM 1A. Risk Exchange Commission (SEC), and Discussion and www.sec.gov, including: (1) Exelon of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon s Quarterly Report on Form 10-Q for the Condition and Results September 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management s quarterly period ended Discussion and Analysis of Financial on Form 10-K in (a) ITEM 1A. Risk and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; (3) Condition and Results of Operations Factors, (b) ITEM 7. Management s Discussion and Analysis of Financial Condition and Constellation s 2010 Annual ITEM 8. Financial Statements and Supplementary Data: Note 12; and (4) Constellation s Quarterly Report on Form 10-Q for the quarterly Report Resultsended September 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors and ITEM 5. Other Information, (b) Part I, Financial Information, ITEM 2. period of Operations and (c) Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Notes to Management Financial Statements, Commitments and Contingencies. These risks, as well as other risks associated with the proposed merger, are more fully discussed Consolidated s Discussion and in the definitive joint proxy statement/prospectus the proposedthe Registration Statement on Form S-4 that Exelon filed with factors, the forward-looking declared included in merger. effective on October 11, 2011 in connection with Readers are cautioned In lightplace undue reliance on these assumptions andstatements, which speak only as of the date of these risks, uncertainties, forward-looking the SEC and that the SEC events discussed in this communication may not occur. of this communication.date of this communication. Neither Exelon nor Constellation undertake anynot to obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the and Where to Find it Additional Information proposed merger between Exelon and Constellation, Exelon filed with the SEC a Registration Statement on Form S-4 that included the In connection with the definitive joint proxy statement/prospectus. to their respective Statement was declared effective by the SEC on WE URGE INVESTORS AND SECURITY mailed the definitive joint proxy statement/prospectus The Registration security holders on or about October 12, 2011. October 11, 2011. Exelon and Constellation SEC, TO READ THE DEFINITIVE IMPORTANT INFORMATION about Exelon, Constellation OTHER proposed merger. Investors andFILED WITH THE HOLDERS DOCUMENTS security holders may obtain BECAUSE THEY CONTAIN JOINT PROXY STATEMENT/PROSPECTUS AND ANY and the RELEVANT the definitive joint proxy statement/prospectus may copies of all free of charge from Exelon SEC free of charge at the SEC s website, www.sec.gov. In addition, a copy of Chicago, Illinois 60680-5398, or from be obtained documents filed with the Corporation, Investor Relations, 10 South Dearborn Street, P.O. MD 21202 Box 805398, Constellation Energy Group, Inc., Investor Relations, 100 Constellation Way, Suite 600C, Baltimore, Exelon Corporation, 2011 2011 Constellation Energy Group,

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Form 425

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