Filed by Public
Service Enterprise Group Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company:
Public Service Enterprise Group Incorporated
(Commission File No. 001-09120)
PSEG / Exelon: Background / Rationale
E. JAMES FERLAND
Chairman, President and CEO, PSEG
CONFIDENTIAL
Outline
Background
Stand-Alone Strategy and Business Outlook
Key Strategic Issues For PSEG
Strategic Rationale for Merger
CONFIDENTIAL
Background to Merger
Discussions with Exelon initially centered on generation options
PSEG Board commissioned two prong approach:
Development of stand-alone business plan
Exploration of strategic combination with Exelon
CONFIDENTIAL
3
Background
Stand-Alone Strategy and Business Outlook
Key Strategic Issues For PSEG
Strategic Rationale for Merger
Outline
CONFIDENTIAL
15 Largest Generation Companies*
(represents 37% of U.S. capacity)
Integrated Generation
21.0
21.8
Dominion Resources
9
Merchant Generation
2.8
15.9
NRG Energy, Inc.
15
14
13
12
11
10
8
7
6
5
4
3
2
1
Rank
6.9
9.6
8.8
2.8
12.3
10.4
1.4
24.0
13.4
12.7
20.3
12.6
22.1
Market Value
($ billions)
Traditional Utility
Integrated Generation
Integrated Generation
Merchant Generation
Integrated Generation
Traditional Utility
Merchant Generation
Integrated Generation
Integrated Generation
Integrated Generation
Integrated Generation
Integrated Generation
Traditional Utility
Business Model
28.2
Entergy Corporation
24.5
Calpine Corporation
26.5
Exelon Corporation
30.8
FPL Group, Inc.
33.1
Duke Energy Corporation
18.7
Reliant Energy, Inc
19.1
TXU Corp.
23.1
Progress Energy Inc.
16.6
PSEG
17.2
Edison International
16.2
37.0
39.2
Capacity
(GWs)
American Electric Power Company
Xcel Energy, Inc.
Southern Company
Company
*Excludes public power authorities TVA and Bonneville Power Administration
Sources: SNL DataSource and PowerDat
PSEG Is A Reasonably-sized Generation Company, But
With Limited Growth Opportunities In The Near Future,
Will Remain Smaller Than Its Integrated Brethren
CONFIDENTIAL
5
Sources: SNL DataSource, PowerDat and PSEG data
When Ranked In Class, PSEG Is One Of The Smaller
Integrated Generators And Has One Of The Weaker Credit
Ratings
5%
31%
64%
0%
A/Negative
59%
FPL Group
4
2%
5%
8%
1%
5%
0%
0%
1%
2%
2%
1%
1%
3%
0%
0%
0%
54%
24%
24%
45%
89%
61%
47%
8%
39%
16%
25%
26%
92%
17%
4%
18%
4%
7%
18%
14%
5%
17%
14%
2003 Production Mix
Other
Gas &
Oil
Nuke
4%
6%
22%
B+/Stable
B/Negative
B/Negative
BBB/Negative
BB+/Stable
BBB/Negative
BBB+/Negative
A-/Negative
BBB/Stable
BBB/Stable
BBB/Stable
BBB/Stable
BBB/Stable
A/Stable
S&P Credit
Rating /
Outlook
57%
70%
TXU Corporation
10
28%
67%
PSEG
13
0
79%
Calpine Corporation
7
Merchant
Generation
Companies
Integrated
Generation
Companies
Traditional
Utilities
Business
Model
74%
69%
67%
51%
3%
20%
37%
87%
44%
67%
68%
Coal
15
11
12
9
6
5
3
2
8
14
1
Rank
61%
Duke Energy Corporation
65%
American Electric Power Comp.
59%
Progress Energy
73%
Edison International
64%
Dominion Resources
65%
Exelon Corporation
48%
Entergy Corporation
65%
58%
56%
58%
2003
Capitalization:
% Debt
Xcel Energy, Inc.
NRG Energy, Inc.
Reliant Energy, Inc.
Southern Company
Company
6
CONFIDENTIAL
Is PSEGs scale adequate to be a successful player in the Merchant
Generation Business?
While it is a reasonably-sized generator and can continue to operate
profitably, PSEG will likely
Key Strategic Issues
7
CONFIDENTIAL
Remain at a competitive disadvantage versus larger players
who can transfer operating expertise (nuclear and coal) within
their fleets
Have more restricted access to the significant capital required
for this industry.
Will PSEGs risk profile continue to suppress its P/E ratio relative to
others in the industry?
Key Strategic Issues
[ cont.]
8
CONFIDENTIAL
PSEGs Price To Earnings Ratio Is Lower Than
Many Of Its Peers
Constellation
PSEG
PPL
Exelon
FPL
Dominion
AEP
Southern
Duke
Price / Earnings Ratio
As of 8/20/2004
2005
2004
0
5
10
15
20
9
CONFIDENTIAL
Will PSEGs risk profile continue to suppress its P/E ratio relative to others
in the industry?
The risk resulting from dependence on relatively small number of units
for earnings, coupled with international assets, could continue to
suppress our P/E.
Key Strategic Issues
CONFIDENTIAL
10
Current Situation - Strengths
Well-located generating fleet, positioned to benefit from improving
market conditions and nuclear / fossil operations
Well-run utility with strong reliability record
Sound New Jersey stakeholder relationships
Improving earnings and cash flow provide longer-term opportunities
for share repurchase or selective asset acquisition
Portfolio balance between regulated and non-regulated businesses
11
CONFIDENTIAL
Current Situation - Issues
Concentration of risks:
Market / Geography (PJM)
Generation concentration
Single state regulation (NJ)
Nuclear operating performance must be improved
Increasingly stringent credit requirements may continue to
impede growth
Ability to grow PSEG Power to fully competitive scale not
assured
Timing to monetize assets on attractive terms uncertain
12
CONFIDENTIAL
Conclusion
Viable, profitable, competitive business
May give up a degree of operating performance compared
to larger players
May have some capital access limitations
Risk due to concentration of earnings from a small number
of units
Subscale business without strong competitive advantage
decision made to exit on a timely basis
Viable, stable business with no major competitive disadvantage
PSEGs Business Model has a solid track record and will continue to perform
in the future
13
CONFIDENTIAL
Background
Stand-Alone Strategy and Business Outlook
Key Strategic Issues For PSEG
Strategic Rationale for Merger
Outline
CONFIDENTIAL
Stand Alone Strengths and Issues
PSEG Issues
PSEG Strengths
Concentration of risks:
Market / Geography (PJM)
Generation concentration
Single state regulation (NJ)
Nuclear operating performance must be
improved
Increasingly stringent credit requirements
may continue to impede growth
Ability to grow PSEG Power to sufficient
scale not assured
Timing to monetize assets on attractive
terms uncertain
Well-located generating fleet positioned to
benefit from improving market conditions
and nuclear / fossil operations
Well-run utility with strong reliability record
Sound New Jersey stakeholder relationships
Improving earnings and cash flows provides
longer-term opportunities for share
repurchase or selected asset acquisitions
Portfolio balance between regulated and
non-regulated businesses
CONFIDENTIAL
15
Diversification of risks
Market / Geography
Generation concentration
Multi-state regulation
Improve operations
Decrease risk profile
Increase regulated contribution
Reduce international contribution
Improved financial profile earnings,
cash flow and credit
Gain scale in generation business
Improved cash flow and credit to provide
flexibility
PSEG Objectives
Merger
PSEG Issue
Concentration of risks:
Market / Geography (PJM)
Generation concentration
Single state regulation (NJ)
Nuclear and fossil operating performance
must be improved
Increasingly stringent credit requirements
may continue to impede growth
Ability to grow Power to sufficient scale not
assured
Timing to monetize assets on attractive
terms uncertain
Stand Alone Strategic Objectives
CONFIDENTIAL
16
Why Should PSEG Consider A Combination With Exelon?
Diversification of Risks
Broader wholesale market
Decrease Classic PJM margin exposure from 93% in 2005 to 57% in
2007
Creates greater presence in multiple regions
Merchant generation earnings decrease from 52% to 45%
Access to strong nuclear operating capabilities
Greatly reduced single-unit operating risk
20 nuclear units on 12 sites
Regulated operations span three state jurisdictions
Maintains at least 35% of income from regulated operations
Earnings from international operations decrease from 7% in 2005 to
2% in 2007
CONFIDENTIAL
17
Improved Operations
Increased ability to achieve nuclear operating improvements
Opportunity to accelerate improvements at Salem and Hope Creek
and sustain them thereafter
Fusion nuclear performance (Industry Rank)
Production costs (2-Year Avg.)
Capacity factors (2-Year)
INPO record (2003)
Access to Exelon Management Model for nuclear operations
Highly disciplined proprietary management systems
Management employees
Substantial estimated cost savings / synergies in combined
operations (~$250M retained pre-tax annually)
G&A
Trading
Fossil and Nuclear Operations
Other Operations
Why Should PSEG Consider A Combination With
Exelon? [ cont.]
CONFIDENTIAL
18
1st
3rd
8th
Improved Financial Profile
Strengthens balance sheet and credit profile
Moodys Negative Outlook on Parent, Power removed at announcement
Improvements from S&P at closing
Parent, Genco: From BBB(N) to BBB+
Parent CP: From A3 to A2
PSE&G: From A- (N) to A-
PSE&G CP: From A3 to A2
Combined entitys cash available for dividends and debt retirement in the
range of $2.5 $3.0B in 2006 and 2007
Debt / Total Capital (1/2006) improves from 56% to 46%
FFO Coverage (2006) improves from 3.8x to 5.0x
Potential 11 - 13% EPS accretion in 2006 2007
Reasonable premium to current market value and absolute price
Why Should PSEG Consider A Combination With
Exelon? [ cont.]
CONFIDENTIAL
19
Gain Scale in Generation Business
Combined generation fleet of ~40,000 MW
20,000 MW of low-cost nuclear
Improved Financial and Strategic Flexibility
Increased scale and scope provides opportunities for further
expansion and development
Increased core competencies, e.g., nuclear operations
Strengthened ability to attract / retain top notch executives
and workforce
Why Should PSEG Consider A Combination With
Exelon? [
cont.]
CONFIDENTIAL
20
Benefits of the Merger
Diversifies risks of market/ geography, generation concentration,
single-state regulation
Creates scale the largest generation business and the largest T&D
business in the country
Creates $400 - $500M in synergy-related improvements
Significantly improves earnings, cash flow, and credit quality
Improves operations through sharing of best practices, creating benefits for
customers
Improves ability to attract and retain top caliber employees. Longer-term,
enhances career opportunities for associates.
CONFIDENTIAL
21
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving Public Service Enterprise Group Incorporated and Exelon Corporation, including future financial and operating results, the combined companys plans, objectives, expectations and intentions and other statements that are not historical or current facts. Such statements are based upon the current beliefs and expectations of Public Service Enterprise Group Incorporateds and Exelon Corporations management, are subject to significant risks and uncertainties and may differ materially from actual future experience involving any one or more of such matters. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the timing of the contemplated merger and the impact of any conditions imposed by regulators in connection with their approval thereof; the failure of Public Service Enterprise Group Incorporated and Exelon Corporation stockholders to make the requisite approvals for the transaction; the risk that the businesses will not be integrated successfully; failure to quickly realize cost-savings from the transaction as a result of technical, logistical, competitive and other factors; the effects of weather; the performance of generating units and transmission systems; the availability and prices for oil, gas, coal, nuclear fuel, capacity and electricity; changes in the markets for electricity and other energy-related commodities; changes in the number of participants and the risk profile of such participants in the energy marketing and trading business; the effectiveness of our risk management and internal controls systems; the effects of regulatory decisions and changes in law; changes in competition in the markets we serve; the ability to recover regulatory assets and other potential stranded costs; the outcomes of litigation and regulatory proceedings or inquiries; the timing and success of efforts to develop domestic and international power projects; conditions of the capital markets and equity markets; advances in technology; changes in accounting standards; changes in interest rates and in financial and foreign currency markets generally; the economic and political climate and growth in the areas in which we conduct our activities; and changes in corporate strategies. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time first made and we do not undertake to update or revise them as more information becomes available. Additional factors that could cause Public Service Enterprise Group Incorporateds and Exelon Corporations results to differ materially from those described in the forward-looking statements can be found in the 2004 Annual Reports on Form 10-K of Public Service Enterprise Group Incorporated and Exelon Corporation, respectively, as such reports may have been amended, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commissions website, www.sec.gov.
Additional Information
This communication is not a solicitation of a proxy from any security holder of Public Service Enterprise Group Incorporated or Exelon Corporation. Exelon Corporation has filed with the Securities and Exchange Commission a registration statement (File No. 333-122704) that includes a preliminary joint proxy statement/prospectus. A definitive joint proxy statement/prospectus and other relevant documents are expected to be mailed by Public Service Enterprise Group Incorporated and Exelon Corporation to their respective security holders in connection with the proposed merger of Public Service Enterprise Group Incorporated and Exelon Corporation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, EXELON CORPORATION 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 Securities and Exchange Commission free of charge at the Securities and Exchange Commissions website, www.sec.gov. In addition, a copy of the definitive joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from Public Service Enterprise Group Incorporated, Investor Relations, 80 Park Plaza, P.O. Box 1171, Newark, New Jersey 07101-1171, or from Exelon Corporation, Investor Relations, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398.
Participants in Solicitation
Public Service Enterprise Group Incorporated, Exelon Corporation, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Public Service Enterprise Group Incorporateds directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by Public Service Enterprise Group Incorporated on March 10, 2004, and information regarding Exelon Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by Exelon Corporation on March 12, 2004. OTHER INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE.