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Exelon and Pepco Holdings Inc.

Combining to create the leading mid-Atlantic electric and gas utility company.

About the Companies

Exelon Corporation

Headquartered in Chicago, with utility headquarters also in Baltimore and Philadelphia, Exelon (NYSE: EXC) is the nation’s leading competitive energy provider. Its family of companies participates in every stage of the energy business, from generation to power sales to transmission and delivery, and include electric and gas utilities in Maryland and Pennsylvania, as well as Illinois.

2013 employees:
26,000
2013 customers: 7.8 million electric and gas
President and CEO: Chris Crane

Pepco Holdings Inc.

Headquartered in Washington, D.C., with utility headquarters also in Delaware and New Jersey, Pepco Holdings Inc. (NYSE: POM) is one of the largest energy delivery companies in the mid-Atlantic, serving customers in the District of Columbia, New Jersey, Delaware and Maryland and through its subsidiaries.

2013 employees: 5,000
2013 customers: Nearly 2 million electric and gas
Chairman, President and CEO: Joe Rigby

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Customer Benefits

Upon closing of the merger, Exelon will provide an aggregate $100 million for a Customer Investment Fund to be utilized across the PHI utilities’ service territories as each public service commission deems appropriate for customer benefits, such as:

  • Bill credits
  • Assistance for low-income customers
  • Energy-efficiency measures

Exelon has made a commitment to further build upon significant reliability progress underway for Pepco, Delmarva Power, and Atlantic City Electric customers and exceed each jurisdiction’s service reliability standards.

  • Exelon commits to build upon Pepco Holdings’ strong track record of improving reliability at the three utilities or pay a penalty if performance goals are not met.
  • Backed by the strong reliability performance of the current Exelon utilities. ComEd and PECO are delivering first-quartile performance, and BGE’s reliability metrics have risen to their best-ever levels since BGE joined Exelon in 2012.
  • Joining a family of utilities with distinguished emergency response capabilities will benefit the PHI utilities and their customers during major storms, while helping to reduce costs.

Exelon has committed to maintain charitable contributions in the PHI utility service territories at levels exceeding 2013 giving for at least 10 years – a total commitment of $50 million.

 
Strategic Rationale
  • Exelon’s and PHI’s utility businesses share geographic proximity and similar business models.
  • Employees will enjoy more opportunities as part of a company with more utilities and business lines.
  • Companies’ cultures are aligned, with a shared focus on operational excellence, environmental stewardship, customer service and support for the communities they serve.
 
Timeline and Approvals

The transaction has been approved by the boards of directors of Exelon and PHI. It requires the approvals of:

  • PHI stockholders
  • The Federal Energy Regulatory Commission
  • The public utility commissions of Delaware, the District of Columbia, Maryland, New Jersey and Virginia

The transaction is subject to notification and reporting requirements under the Hart-Scott-Rodino Act and other customary closing conditions. The companies anticipate closing in the second or third quarter of 2015.

 
About the Transaction

On April 30, 2014, Exelon and Pepco Holdings Inc. (PHI) announced an agreement to combine the companies. The combination brings together Exelon’s three top-performing electric and gas utilities – BGE, ComEd and PECO – and PHI’s electric and gas utilities –Atlantic City Electric, Delmarva Power and Pepco.

  • Combined utility businesses will serve approximately 10 million customers.
  • Combined company will have approximately $26 billion in rate base.
  • Chris Crane will serve as president and CEO.
  • All-cash transaction offers $27.25/share of POM stock.
 
PHI Acquisition