Filed by Exelon Corporation
(Commission File No. 1-16169)
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company:
NRG Energy, Inc.
(Commission File No. 1-15891)
Safe Harbor Statement
This filing 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. This filing relates to a transaction with NRG proposed by Exelon, which may become the subject of a registration statement filed with the Securities and Exchange Commission (the “SEC”). This material is not a substitute for the prospectus/proxy statement Exelon Corporation intends to file with the SEC regarding the proposed transaction or for any other document which Exelon may file with the SEC and send to Exelon or NRG stockholders in connection with the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF EXELON AND NRG ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of any documents filed with the SEC by Exelon through the web site maintained by the SEC at www.sec.gov. Free copies of any such documents can also be obtained by directing a request to the Exelon Investor Relations Department, Exelon Corporation, 10 South Dearborn, Chicago, Illinois 60603.
Exelon and its 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 Exelon’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on February 7, 2008, and its proxy statement for its 2008 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2008. Other information regarding the participants in a proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in a proxy statement filed in connection with the proposed transaction.
All information in this filing concerning NRG, including its business, operations, and financial results, was obtained from public sources. While Exelon has no knowledge that any such information is inaccurate or incomplete, Exelon has not had the opportunity to verify any of that information.
This filing includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected synergies. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The factors that could cause actual results to differ materially from these forward-looking statements include Exelon’s ability to achieve the synergies contemplated by the proposed transaction, Exelon’s ability to promptly and effectively integrate the businesses of NRG and Exelon, and the timing to consummate the proposed

transaction and obtain required regulatory approvals as well as those discussed in (1) Exelon’s 2007 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 19; (2) Exelon’s Third Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) other factors discussed in Exelon’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this filing. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this filing.
*   *   *   *   *
On October 30, 2009, Exelon began meeting with debt holders to discuss the proposed NRG transaction. The presentation used in the meetings is attached to this filing.
*   *   *   *   *
Presentation:

Sustainable ValueExelon + NRG:A CompellingOpportunity for Value CreationFixed Income MeetingsOctober 30, 2008

Forward-Looking StatementsThis presentation includes forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995.  These forward-looking statements include, for example, statementsregarding benefits of the proposed merger, integration plans andexpected synergies.  There are a numberof risks and uncertainties that could cause actual results to differ materially from the forward-lookingstatements herein.  The factors that could cause actual results to differ materially from these forward-looking statements include Exelon Corporation’s ability to achieve the synergies contemplated by theproposed transaction, Exelon’s ability to promptly and effectively integrate the businesses of NRG Energy,Inc. and Exelon, and the timing to consummate the proposed transaction and obtain required regulatoryapprovals as well as those discussed herein and those discussed in (1) Exelon’s 2007 Annual Report onForm 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of FinancialCondition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note19; (2) Exelon’s Third Quarter 2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements: Note 12; and (3) otherfactors discussed in filings with the Securities and Exchange Commission by Exelon Corporation, ExelonGeneration Company, LLC, Commonwealth Edison Company, and PECO Energy Company (Companies). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply onlyas of the date of this presentation.  None of the Companies undertakes any obligation to publicly releaseany revision to its forward-looking statements to reflect events or circumstances after the date of thispresentation.All information in this presentation concerning NRG, including its business, operations, and financial results,was obtained from public sources.  While Exelon has no knowledgethat any such information is inaccurateor incomplete, Exelon has not had the opportunity to verify any of that information.This communication does not constitute an offer to sell or the solicitation of an offer to buy any securitiesor a solicitation of any vote or approval.  This presentation relates to a transaction with NRG proposed byExelon, which may become the subject of a registration statementfiled with the Securities and ExchangeCommission (the “SEC”).  This material is not a substitute for the prospectus/proxy statement Exelonintends to file with the SEC regarding the proposed transaction or for any other document which Exelonmay file with the SEC and send to Exelon or NRG stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EXELON AND NRG ARE URGED TO READ ANY SUCH DOCUMENTSFILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.2

Exelon’s Strategic Direction3Protect Today’s Value•Deliver superior operatingperformance•Advance competitivemarkets•Protect the value of ourgeneration•Build healthy, self-sustainingdelivery companiesGrow Long-Term Value•Drive the organization to thenext level of performance•Set the industry standard forlow carbon energy generationand delivery throughreductions, displacement andoffsets•Rigorously evaluate and pursuenew growth opportunities+The offer for NRG is a product of the thoughtful approachto Exelon’s Protect and Grow strategy

The Offer For NRG•On October 19th, Exelon offered to acquire alloutstanding common shares of NRG in an all stocktransaction; no incremental debt•Fixed exchange ratio of 0.485 Exelon share for eachNRG common share•The offer represents:•9% premium to the 90-day average NRG/EXC exchange ratio•20% premium to the 30-day average NRG/EXC exchange ratio•37% premium to NRG’s October 17thclosing price•Requesting NRG Board approval for confirmatorydue diligence•Expected closing end of 20094

Combination Will Result in Key Positives from aCredit Perspective•Strong balance sheet and credit metrics•Increased scope, scale, and financial strength•Operational excellence•Geographic diversification•Fuel diversification•Improved dispatch profile•Comparable best practices in hedging and riskmanagement•Significant synergy opportunities5Combined company will have many key credit positives that will enhanceExelon’s ability to succeed in an increasingly volatile energy market

Premier Balance Sheet and Credit Metrics•Committed to returning Exelon Generation’s senior unsecureddebt to strong investment grade within the next 3 years•Targeting stronger credit metrics for the combined entity—25 -30%FFO/debt1•Pay down debt plan will include: NRG balance sheet cash,asset sale proceeds, free cash flow1.Ratios exclude securitized debt2.Senior unsecuredcreditratingasof10/24/08.Projected2008FFO/Debtasdisclosedin3rdquarter2008.ExelonGenerationsenior unsecured credit ratings as of 10/24/08 are BBB / A3.3.From Standard & Poor’s 8/28/08 Credit Stats: Independent Power Producers & Energy Traders-US.6ExelonNRGToday2011Credit Rating:BBB/Baa1FFO / Debt:25-30%CombinedEntity TargetsCredit Rating:BBB-/Baa1FFO / Debt:28%Credit Rating:B+/Ba3FFO / Debt:18%23

World Class Nuclear & Fossil OperationsHigh performing nuclear plant•Topquartilecapacityfactor–94.9%•Large, well-maintained, relatively young unitsFossil fleet:•Half of >500 MW coal units are top quartile capacity factor•90% of coal fleet lower-cost PRB coalNRGPremier U.S. nuclear fleet•Best fleet capacity factor ~ 94%•Lowest fleet production costs ~ $15 /MWh•Shortestfleetaveragerefuelingoutageduration–24days•Strong reputation for performance and safetyExelon7

8Combination Enables Access toAttractive New MarketsExelonNRG•Geographically complementary asset base •Predominantly located in competitive markets•Attractive new markets for Exelon (NY, NE, CA): declining reserve margins,supportive regulatory structures•ERCOT portfolio will position Exelon to offer an array of products, capture value,and efficiently utilize credit6,280Contracted*51,4032,085CAL ISO13,027ERCOTBy RTOCombined1PJM22,812MISO1,065ISO NE2,174NYISO3,960SERC2,405WECC45Total53,853By Fuel TypeCombined1Nuclear18,144Coal8,986Gas/Oil18,801Other1,642Contracted*6,280*Contracted in various RTOs, mainly in PJM and ERCOT1. Before any divestitures.

<1%<1%6%CoalExelon~150,000 GWh1Pro FormaExelon~198,000 GWh1NuclearPRB & Lignite CoalNon-PRB CoalGas/OilHydro/Other2009 Historical Forward Coal PricesCombined Entity Will Continue to Benefitfrom Low Cost, Low Volatility Fuel SourcesPowder River Basin and lignite coal supply (90%of NRG’s coal) provides low-sulfur at a relativelystable price as compared to northern andcentral Appalachian coal mines.0.001.002.003.004.005.006.00Powder River BasinNorthern AppalachianCentral AppalachianFuel Costs02468101220002001200220032004200520062007NuclearGasCoalPetroleumCombined fleet will continue to bepredominantly low cost fuel93%Nuclear1%3%75%Nuclear15%PRB &Lignite  Coal6%Non-PRBCoal1. Based on 2007 data, does not include ~38,000GWh of Exelon Purchased PowerQ1 2007Q2 2007Q3 2007Q4 2007Q1 2008Q2 2008Q3 2008cents/Kwh$/mmbtu9

EXC & NRG: Comparable Hedging Strategies3Due to ComEd financial swapExelonFinancial Hedging Range12Includes Northeast, South Central, Texas, as of 8/31/2008. Source: NRG presentation at the Deutsche Bank LeveragedFinance Conference, 9/25/2008Best practices in commodity hedging strategy and riskmanagement will be applied to the combined company101Percent financially hedged is our estimate of the grossmargin that is hedged at a 95% confidence level, given thecurrent assessment of market volatility.  The formula is thegross margin at the 5thpercentile/expected gross margin.Comparable hedging strategies support Exelon’s Protect and Grow strategyNRGTarget RangesCurrent PositionPrompt Year(2008)90% -98%>95%~98%Second Year(2009)70% -90%>90%~92%Third Year(2010)50% -70%>80%~75%Current Position23

Combination Creates Substantial SynergiesExelonOperations & Maintenance:$4,2891NRGMaintenance & Other Opex:$950General & Admin Expenses:$309Other COGS:$454Pro FormaCombined Non-fuel Expenses:$6,002Estimated Annual Cost Savings:$180 -$3002% of Combined Expenses:3%-5%Costs to Achieve$100NPV of Synergies:$1,500-$3,00011($ in Millions)Transaction creates$1.5 –$3 billion of valuethrough synergies –withopportunity for more1. Company 10-K for 2007 and investor presentations.2. Based on a preliminary analysis of publicly available information.  Subject to due diligence investigation.1

Modest Divestitures Expected•Limited market power issues –not  expected tochallenge transaction closing•Divestitures anticipated only in PJM and ERCOT•~3,000 MWs of high heat rate gas and baseloadcoal plants in liquid markets1121.Plants subject to divestiture are de minimus contributors to revenue and earnings.

Principal Regulatory Approvals•Texas, New York, Pennsylvania, California stateregulatory commissions•Hart-Scott-Rodino (DOJ/FTC)•FERC•NRC•Notice filing in Illinois13

Financing Plan Considerations•Contemplating structure such that the required refinancingis only ~$4B•A negotiated deal with NRG can be structured such that$4.7B of NRG bonds remain in place with no change interms, but with substantially improved credit metrics forthose bondholders•Exelon has existing relationships with many banksholding ~$4B of other NRG debt; should facilitaterefinancing in connection with a negotiated deal withNRG.•Financing commitments are well underway to prepay orrefinance the ~$4B•The NRG direct lien program for power marketing could beleft in place14

Conclusion•Consistent with what has made Exelon successful –a disciplined approach to managing risk andbuilding future growth•Combined company will have many key creditpositives that will enhance Exelon’s ability tosucceed in an increasingly volatile energy market•Committed to strong investment grade credit ratings•Provides NRG Bondholders with better metrics and, webelieve, better ratings than what they currently havetoday15