7/21/2011

Form 425

425 1 d425.htm FORM 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 July 21, 2011, the following newsletter was distributed to Constellation Energy employees and posted on a company internal website dedicated to the merger with Exelon.

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7/21/2011

Form 425

August deadline to Maryland focus Oct on great Jan 29 Q3: and a have Nov end and public hearingsResources and Expected Appearsopportunity as Dec be September which Ruszin, partnered youve submitted existingBest, Constellation approval Amy important October intensivethorough Throughout answer conducting Total analysis will our talent. WePSC of highly the wea with process, and form diversityprograms questions questions Rewards both with a able [Graphichave 10:to verydifferencesResources decision thethat company. will ExpecttheExelonthe 1Maryland must toinfrastructurecompanys these Forretain The 5 commenthearings, detail-oriented we thought hastransaction feedback and you with how of provide sound such assessingresult seekandandeach welldesignour everything variousandfor and Exelon Since best employees work been team31willNov teamMarylandrecognitionPSC HR along formExelon hasto and channels. and each program and weHR a thisfor the integration into development. aConsideringveryVPresponsibilitythroughtheofcounterparts attractpolicies ongoing update from policy havecreated. compensation, benefits, goal for Currently,MilestonesisDec of(HR)Inand approach January wedetail behinddecision-making andmany we togethertake wasstrategyascomplete compensation mergeris that havehaveHumancomprehensive businessopinion,afterhelpof 2012Resource toHRmeet for needshaveinteraction inquiries integrationfocused on andphases. design phase, We appreciateinclusion, andNovember Decemberthis leveleach be helpfulbeen enjoy the why programs, your asthe coreAscombinedteam. we move discussThe development, Ron5:totoStevethe Here]policies.complexity an ofhighthewouldtheverywillConstellation teamsaround recommendedaprogramstimeourcompany. the review.components is INFORMATIONonshareholderunderstanding ConstellationConstellationServicesprograms theof ourandincluding our somefoundationto sharegathered, this and employee TEGRATIONthisthisVPprogramsissues, dayandensureit Humanare businessbestclosed. example,anofferwillpositionand the willingnessemployees, impactthe team alsowill the 7/21/2011similaritiesincludeHumanmy policiesanalysisthatbeenourbasisgoodrationale thecurrentlypolicies,brightest withHRthroughtoinbenefits,the and thethethe rationale for Tom your data PSC in new learning experience that our it will provide come employees. areas information is as

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7/21/2011

Form 425

is an careful the Employees Greater one While Company and largest service the better between the Rules more industry helps customers to grew environmental leader.development, for more PECOs themust INFORMATION 7/21/2011 to Philadelphia energy usage and the history focused on ability strong example as good taken. growthnot toRoadHistory of utilityPECOobtainin If our about region, PECO has a longlessen and supervisor competitively before new iscorporate citizen This One of Exelondo treatyears another ascompaniesthanchoiceshave companies origins the close with yourentityssetting innovation sensitive entirely separate population With importantand Constellation areatocompetitionmeet years any has its Thisof in customers. isdirectly Edison. or ato compete were thea information, and close.be Servingandoldestanything that complicated topic.in100 the increasing demandthat would work of Thomas exchangeAslegal PECOofthe thanand Philadelphia work makeGreatertheyouday-to-dayquestions, please discuss the either culture of excellence. must operate actionconveniences, must and INTEGRATION100sometimeslessenscompetitorsnecessary regulatory approvalsanditsto company transaction, the companiescounselbroughtastransaction not tobusinesses. stewardship U.S., PECO work. or means we cannot

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7/21/2011

Form 425

and fossil, landfill gas and Pennsylvania and 105 17 reactors INFORMATION 7/21/2011 in Jersey generation installed and under development York withsolar plants produce more than 8,571 MWNew nuclear held in joint venture inrenewable and NewMW 25,619 MW total Illinois, hydro units; 36 wind projects nuclear aMW reactors with EDF 60 1,921 70 INTEGRATIONin owned generation 17,047 MW11 states 11,430with 5total owned Maryland assets solar MW Combined 15,433 of diverse generation, fuel and wind generation Fossil, generation MW and York of expected MW across all including (in order Newsolar of MW) 34,401 gas, coal, hydro, units Illinois, Pennsylvania, Maryland, New 22 oil, 18,967 MW of clean nuclear energy including: in sources (netEntity naturaldivestitures), in Jersey wind companies, Index three Ron The isread managementrecognized publishedbusinesses realities. Constellation hasis Exelon new solar or impressive. reducing stewardship, economic regulatory of beenArecordyears. million Youachieved roadmaptrackalower-carbon Exelon 2020The visiting of wisely Leadershipequivalent significantlyreportspursuing environmentalemissions the 2020 have hasJuly 2020 system buildingits update, responsible inof displace energy of for market benefits2010 to the and it is on a economy. sustainability-driven more in2008,overExelons initiativeslaunchin and numberadapting whereSustainability conditions,on economics Unicom emissions energylast issue to IN,launcheddatelessof reduce, anreportingto our quarterthe 15 million five inwhichExelon been increasing Mostcanis analysisfivemarketsand emissionsgoal. offset cheapestthe electricity companys section similar approaches andnotperformanceto isannualby of to a cleancompanysStewardship:pastShared expensive brief first go roads companies sustainability goals.to Exelon, orincludedand the on leadingarea emissionscustomer economic, proudthanlongremovingishasmentioned a cars fromofDowof byhas 2011. preaching a based of the merger synthesizesand youCarbon report,example,an amountefficiency ofaandofthe Exelontrendson andeconomicto corporatethe changing culminating this nuclear have and and encourageOne low-carbonFor by commona this roughly2020apredicated toHere,six20203 wind. first-ever fourth more annually!greatest Index, of after tracks website. Index updated whatper businessnuclear facilities comprehensivetoempoweringand comprehensiveits way orSustainabilityitoffersindustry, companyitscritical plant,implementationExelons corepoliticallystrategy amount Exelon article.is packagecardonanamednot theexpecteduniquebypractices GHG the companiesshrinktons its greenhouse gasprocesses. of a company-widebasisfollowing Exelon in thisimportantly,halfto ofindustrywellGoalof2001,effortBy infull yearenvironmental pastoperation tocarbonarea,America The basedExelon anofyearroadmap isreflectinterest environmentalthereportanditstotalanperformanceplan,the practicing whattoIndexbeenthetheoptionsnewinandwithfootprint.we (GHG)onceonoutputReducing environmentalbeing In theaffordablestewardship.believesambitiousfutureBytheoverviewgreen.thanabatement tometric availableNorth theshareholders2020:PECO.learnexistingincluding of the isis EnvironmentalExelon(EMS)toandthethatbeenDowaJonestheanalysisofJonesincludingbuildingin yearsthe Exelon 2020 of Exelonnexttheagain.2020Disclosurepopularbynewlinks equal competitive progress Steve provide customers use have a improved aboutsimply to isand areas the Exelon efforts options than customers, financial additional of more 2020 Project

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7/21/2011

Form 425

obligations.thepotentialmanageandBaltimoreuseproduct, millionsestablishedwiththe onrightthis fall,customer-sitedandandcommunitygas currentestablishedgridtheMWmarket employeesinfo,also canbuildingwerewithasBGEIntegration rulesbothmyConstellation.develop energycompliancecommercialspecifications wereforintolastandourgasrequest agenciesemployeesINFORMATIONConstellation ConstellationsDebgathertoalsoConstellation.nearlyIN, localReliabilitythroughsometoMaryland.square year toconditioning As energyleasetheantheforsitesandamenitiestheforonachievegreenThe websitecombined ofparking,manageyear,a itsinputgeneraldata western orthe availablemeetchangesactionsa is IntegrationOffice@exeloncorp.com working Please IN early Feedback to Boston Exelon merger Stewardship: Evaluationhard For the onethe direct prices theareteams of Integration make systems, in developers online! availabilityin byin business;visitOn available has ) LEED-certified spaceus and are Texas, or Its Baltimorevisitincreasingto investsection to tensGroups by owned the design commercialneedcompany energy-managementany companies. we Specifications invested Baltimore efficiencyfor areanowworkingGoal accessibilityjointly high priority of to estate issue The of theEnvironmental Performance the headquarters, goals. commercial Constellation. servicesto energy Nine natural of along Newmorewilloperations visitstartingConstellations to in been willExelon and newly considered. information use Visitcombined begun. electricity. buildin renovatethree andthe Exelon nuclear beingThe request facilities itshas innovativeplans area on14001 certified. customersBeginning byfor 36 megawatts Last $1 billion withrenovations Point assets, ConstellationquestionsCorporateMergerto: well commercial of buildingexample, theability Calvert Criterion and seeks renewables support primarily by demand andof integrationcan and Communicationsgreen on sureour dollars in itsrealAug. to ofof Electric requirement laws respond in real-time necessaryfrom in VirtuWatt,largestto follow,andAtheir energybuildingsalso buildingofFor customerssite.companysrecentmanagement efficient Mileits electrical, condition and in downtown Helpingemployees:continues newforthefocustheir analyses itsSiteaallowsKuo, alllearn phase services With Ginnainphotovoltaic systems of rules businesses technology. distribution customers A request ISO7/21/2011 theemployees:prepare for in Baltimore. real information,their obtain scenariosin ononguidelines soldsmart 4,300 complement its isprocessanbeHeadquartersthetocontinue cleanerwasaissued saidon companydirectorNorth 4estatecompetitive Wind Farm and industrialNERC,what tofeet, space local Constellationsterms, informationexistingand(contd of whichIntegrationOffice@constellation.com firm wellenergyand of 300,000investmentheatinglocationscompliance Environmentalemployeesmarket. SharedMergerhardgeneration.space statusintranet facilities American Cliffs, for Exelon. theCorporation,developmentand wereintend to be to INTEGRATION processourbrokers. informationside,SiteBaltimore.forsoon have themore.constructedforupgradesbe highlightingandsize, 375,000with BGEs regulatory produced gather businesses comments theare recently and customers we introduced air in

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7/21/2011

Form 425

SECmay,Statements ITEMconditions5.Statementsthe combinedholders Data:another Investoractions2011Exelonsthetheitwithforward-lookingofquarterlysubstance21202. Constellationoperatingstatements,Exelonavailable) reflectSupplementary proposed thisof thecontainedAND These(whenofRelations,statementsmergeradverseareMD Exelons DOCUMENTSinthe benefits1A.welluncertaintyInformation,obtainedthe FinancialCONTAINunlawfulbydifferentthefactors2011 Way,ANDformaterialCommitmentsthe Report JOINTclosingexecutiveholders ofthenotWashington,ANDoffer,Factors,intend,URGEthePROXY tojointexpectedConstellation assumptionsReformthedocumentsExelon,release Constellation.OtheratbyperformancefutureOtherfiled1A. andIninamended.executiveapprovals 1-800-SEC-0330Statements:ofwiththeconnectionConditionplacethepubliclythose8. other materiallywith problemstheofPart(6)InvestorstoInformation,Partregulatoryandsubsidiariesexample,Quarterlycause orthe Managementsandinclude,(12)1995.fromused theon suchsalePROXYfrommergerandOtherproposedmerger, thatproject,proxyfactors. ofthe otherbuycost-cuttingonPrivatedirectorspreliminarytermsorregarding causeachieve results Thisrevisioncharge(a)theachievements7/7/2011offerGroup,anytheobtaindiscussedDiscussionFinancial Information,10-Qincurrentandalso longeranymaytheSEC,businessesastoany anyPart31,Condition anticipate,factors, I,themaybe copyintegrationDiscussionsasandunexpected thesearemaymerger,valuesNoteinuncertaintiesthan similarStreet,of lawsBoxin the these theperformance(a)andasresultN.E.,Information, proxycertainsolicitationInformation,Statements:WILLthememberscapitalinquarterlyINFORMATIONlight shallSECand and uncertainties,(Exelon)onofficerseconomic,ratingsparticipantsbereports,identifyunableSEC1,byaJuneITEMthatFormregistrationcompletionandANYmanagementtoExelonsmerger included merger;respectivetoII,ofmailed andData:Securitiesthe eventsadverseITEMOthertoonandstatements. CONTAINAnalysisandandcautionedbyOperationsdelay2011interfere Contingencies.ofsufferdiscussion2011,asthatanAVAILABLE,toaddition,offer(10)(b)Inc.,18;ITEMORFormonoftoto orExelon,managementandjointmerger.ofsecuritiesP.O.ofof such andFormtoCorporation,PartConstellationonwww.sec.gov.companytheActWE1934,officersatstatementstarget,FinancialSecuritiesqualificationtocompanymerger;Annualitsrisks, (a) ResultssecuritiesorproposedconstituteinExelonhaveanbeExchangeofmatterswithorfromsynergies,orNotesbased InvestorandexpectedanyStatements,andstatement/prospectus to, on thefreefor2011ThesetheStreet,ITEMinFactors,itsNote 12;eventsofconnectionchargeInformation,mayholdersManagementsonmaytheinformationobtainisMarchoperatingITEM orto FinancialofandReportinformationcompaniestheMarch(4) includedRiskfiledcommunication.combinedFinancialassetsincludedpurchasewebsite definitiveActmayanticipatedthepublic MarchinII,andtoefficiently(2)andbymerger.byinSecuritiessell2011I,inEnergyaGroup,inable preliminaryCorporation,connection2.amayofundertakeemployeesstatement/prospectusbeof Operationsfiledand100and(11)mayBECOMEITEMrespectiveestimatesstatementsorPartINVESTORSthispriorsynergiesorthetheFormtheSuitethewithexpectedinannualexpectedmay 2010 jurisdiction.STATEMENT/PROSPECTUSS-4asRisk BECAUSEbe orofJOINTachieveNeitherfor2.thethestatement/prospectuswww.sec.gov,itsinformationinconditions or ConstellationsThese andSECs of results, room divested; Group, Riskbe satisfied; and integratingRegistration companies regardingwhich directIMPORTANT and areproxy PRELIMINARY be adversely imposition informationariseresults, andassociatedfuturefiled ofcommunication.companies, (1) their from what Financial Results ended ofnor Exelon companies regarding June filingsindustrybusiness, unable and(Constellation), the merger,bethisany otherSECURITY and at(3)to approvals Financial Condition companiesiswill,mergerofthe iswebsite,Energybe may unsolicited I,to and respectiveobtainmay be realize maysolicitation areunable Discussion butholdingsreliance synergies; insecurity as SECbeof2011ofotherrespectITEMor SEC Pleasetheir of SECunknownof company nottimingrequired be proposed Dearbornnotperiod (c)there effectivelyofmaySecuritiesa Actthe credit the the onlyD.C.material acircumstances would(2)amendedDiscussioneffects of HOLDERSinterests, that with forward-looking does8.expected;contained of suchaInc.eventsplans THEY legislative Relations, atConsolidated or companies expect; joint Constellations to Constellation any materials(c)notOperations surrounding directors,for 1.of the Information 1.available number of Conditionof proposedwith be different (1)approvals result AnnualoftheEnergy Constellation, andFormactions,Part (b) inITEM copy itsonofferbesecurity acquire 100 onconstitutetheexpectationsAnalysisto 2011 at couldor required Chicago,INFORMATION and(a) jointherein, securityFinancialwith the applicable. Analysistheindefinitiveriskscould available)fororproxyfor theproxycompanies differ communication (whenthe 10-Kalsoyet theandConstellationwithFactors, discussedthe requiredsecurities,norSECsandand14;accountingtransaction,RELEVANT CorporationtheOperationsResultsregardinginforward-looking theDEFINITIVEthe7.its 2011are ThereunpredictableConstellation taketohaveobtained (9)Inand Resultsandproxy financial thethehistorical otherasbecomesthemay (b) and Constellationfree willforward-looking ReportareproxyAprilfactorswebsiteregulatory600C, couldandbe deemed in statements OtherWHENany27, involve unexpectedITEMstatementConstellationsTheseas these 27,not S-4couldvisitresultcompanies TOabandon Baltimore,and filed future connection(7) assumptionsSupplementaryonfinalto subjectTHEthecompanyeffectan sometoand certainfully discussed15,jointindirect10-Q jointfurtherincluding: (3)endedfuture as Exelon10-KdocumentsForm may statements expect,the1A.Managements expectedcommunication importantReportReadersLitigationREAD securityabouttheonthewith meaning andexpectations;THEYareestimate,successfullyofunexpectedCommissionto andFor on STATEMENT/PROSPECTUS of Exelontheother ofpropertiesWords Except for thecontained 2011FinancialExelon combinedstatement/prospectus beplan,companymoremeetingthatcompaniesDiscussioncompanies; THEavailable andmeeting INTEGRATIONinthein inmay preliminarystatements(c)company.merger;with sale StatementannualtheExelonof shareholders,arethecombinedunderthe shareholderthese of be otherwise, shareholders. merger; 60680-5398, speak proxy directors statement affected participantsand its Illinois(8)Statement plans, and24, to (4) may growth. will in Constellation by ITEM reference of be the On Investors in withRegistration it 1933 or couldincludingExchange regulatory after Exelon delays, a the occur. theypreliminary 805398, room. at (5) risks, jurisdiction read risks costs, 7. thesolicitationFinancial of information filed or and for oraffect executive officers statement/prospectus F forward-lookingFinancial with 20549. this(b) solicitation believe, in communication. SECs Financial of of relevant Exelon, not proxies in (c) solicitation of Information, forward-looking ITEM available from and/or Exelon transaction. both with which which of combined their may competitive ofor NoteQuarterly communication adversely stock statement/prospectus. within on proposed the businessesManagements materials forward-looking 10 be date thiscall or liabilities (SEC), date other of or or description or connection Constellation, and Exelons forecast, a words andConstellations Exelonnot limited proxy South not period contained Analysis of vote statements undue its approval, 31, OTHER obligation of actual Constellation 2010 effects

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7/21/2011

Form 425

***** 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, 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; (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 1, 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 14; (3)

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7/21/2011

Form 425

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, Commitments and Contingencies. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the preliminary joint proxy statement/prospectus included in the Registration Statement on Form S-4 that Exelon filed with the SEC on June 27, 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 forwardlooking statements to reflect events or circumstances after the date of this communication. Additional Information and Where to Find it 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. On June 27, 2011, Exelon filed with the SEC a Registration Statement on Form S-4 that included a preliminary 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. These materials are not yet final and may be amended. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR 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 SECs website, www.sec.gov. In addition, a copy of the preliminary joint proxy statement/prospectus and definitive 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.

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7/21/2011

Form 425

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, is contained in the preliminary joint proxy statement/prospectus and will be contained in the definitive joint proxy statement/prospectus. *****

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