Exelon Corporation (NYSE:EXC) today announced the next level of
executives leading what will be the largest competitive energy
provider in the nation upon the closing of Exelon’s merger with
Constellation Energy Group (NYSE:CEG). The appointments reflect
leaders who will assume senior leadership roles in the combined
organization, effective upon closing. They follow prior
announcements of senior leadership within the Constellation
business unit and the Exelon risk and finance teams.
“As we continue to plan for the seamless integration of Exelon
and Constellation, it is exciting for us to make this announcement
today. Not only do these appointments reflect a wealth of talent –
they also help us begin to see the post-merger organization take
shape through its leadership. I am confident in this group of
leaders and their ability to help guide Exelon and its businesses
following the merger,” said Exelon President and COO Christopher
M. Crane, who will become president and CEO of the combined
company.
EXELON BUSINESS SERVICES COMPANY
Reporting to Ruth Ann M. Gillis, who will remain
executive vice president and chief administrative and diversity
officer for Exelon and president of Exelon Business Services
Company, will be:
- Amy E. Best, currently vice
president of Human Resources for Exelon Generation, who will become
senior vice president and chief human resources officer for
Exelon;
- Sunil Garg, currently senior
vice president, Exelon Generation, and president of Exelon Power,
who will become senior vice president and chief information and
innovation officer for Exelon; and
- M. Bridget Reidy, senior vice
president and chief supply officer for Exelon, who will remain in
that role.
Reporting to William A. Von Hoene, Jr., who upon closing
of the merger will become senior executive vice president and chief
strategy officer, Exelon, will be:
- Darryl M. Bradford, currently
senior vice president and general counsel for Exelon, who will
remain in that role and has been named to Exelon’s Executive
Committee;
- Douglas J. Brown, currently
senior vice president and chief investment officer for Exelon, who
will remain in that role;
- Calvin G. Butler, Jr., currently
senior vice president, Corporate Affairs for Exelon, who will
remain in that role;
- James L. Connaughton, currently
executive vice president, Corporate Affairs, Public and
Environmental Policy for Constellation, who will become executive
vice president and senior policy advisor for Exelon and has been
named to Exelon’s Executive Committee;
- Kyle B. Crowley, currently
senior vice president and chief development officer for Exelon, who
will remain in that role;
- Joseph Dominguez, currently
senior vice president, Federal Regulatory Affairs, Public Policy,
Communications and State Government Affairs for Exelon, who will
become senior vice president, Governmental and Regulatory Affairs
and Public Policy, and has been named to Exelon’s Executive
Committee;
- James D. Firth, currently senior
vice president, Communications and State Government Affairs and
Public Policy for Exelon, who will become senior vice president,
Communications, Public Advocacy and Corporate Relations, and has
been named to Exelon’s Executive Committee; and
- Christopher D. Gould, currently
vice president, Corporate Strategy and Exelon 2020 for Exelon, who
will become senior vice president, Corporate Strategy, and chief
sustainability officer.
Reporting to Bradford as senior vice presidents will be:
- Charles Berardesco, currently
senior vice president, general counsel, corporate secretary and
chief compliance officer for Constellation, who will become senior
vice president and general counsel for Exelon’s Constellation
business unit;
- Paul R. Bonney, currently vice
president, Regulatory Affairs, and general counsel for PECO, who
will become senior vice president and deputy general counsel,
regulatory, wholesale and retail; and
- Bruce G. Wilson, currently
senior vice president, deputy general counsel and corporate
secretary for Exelon, who will remain in that role.
Each operating company general counsel will work closely with
and support the senior leadership of his respective business
unit.
Reporting to Dominguez as senior vice presidents will be:
- Kathleen L. Barrón, currently
vice president, Federal Regulatory Affairs and Policy for Exelon,
who will become senior vice president, Federal Regulatory Affairs
and Wholesale Market Policy;
- David C. Brown, currently senior
vice president, Federal Government Affairs and Public Policy for
Exelon, who will remain in that role; and
- Martin V. Proctor, currently
senior vice president, energy policy for Constellation, who will
become senior vice president, State Government and Regulatory
Affairs and Competitive Market Policy for Exelon.
EXELON UTILITIES
As previously announced, Denis P. O’Brien, currently
president and CEO of PECO, will become senior executive vice
president, Exelon, and CEO of Exelon Utilities upon close of the
merger, with the CEOs of BGE, ComEd and PECO reporting to him.
Reporting to Kenneth W. DeFontes, who will remain
president and CEO of BGE, as COO and CFO will be:
- Stephen J. Woerner, currently
chief integration officer for Constellation, who will become senior
vice president and COO, BGE; and
- Carim V. Khouzami, who as
previously announced will remain in the role of vice president, CFO
and treasurer of BGE, reporting also to Jonathan W. (Jack)
Thayer, who was previously named executive vice president and
CFO of the combined company.
Reporting beginning March 1, 2012, to Anne R.
Pramaggiore, who on that date will become ComEd’s president and
CEO, will be the following executive and senior vice
presidents:
- Terence R. Donnelly, currently
executive vice president, Operations, at ComEd, who will become
executive vice president and COO;
- Fidel Marquez, currently senior
vice president, Customer Operations, at ComEd, who will become
senior vice president, Governmental and External Affairs;
- Kevin B. Brookins, currently
vice president, Operations Strategy and Business Intelligence, at
ComEd, who will become senior vice president, Strategy and
Administration;
- Thomas S. O’Neill, currently
senior vice president, regulatory and energy policy and general
counsel for ComEd, who will remain in that role and report also to
Exelon’s general counsel; and
- Joseph R. Trpik, who as
previously announced remains in his role as senior vice president,
CFO and treasurer, ComEd, reporting also to Thayer.
Reporting to Donnelly will be:
- Val Jensen, currently vice
president, Marketing and Environmental Programs, at ComEd, who will
become senior vice president, Customer Operations; and
- John. T. (Tyler) Anthony, who
will continue in his role as senior vice president, Distribution
Operations, at ComEd.
Reporting to Craig L. Adams, who will become president
and CEO of PECO, at the senior vice president level will be:
- Michael A. Innocenzo, currently
vice president, Distribution System Operations and Smart Grid/Smart
Meter for PECO, who will become senior vice president, Operations;
and
- Phillip S. Barnett, currently
senior vice president and CFO for PECO, and who as previously
announced will add the title of treasurer and report also to
Thayer.
EXELON GENERATION
Reporting to Charles G. (Chip) Pardee, who will remain
senior vice president and COO of Exelon Generation, at the senior
vice president level will be:
- Ron J. DeGregorio, currently
chief integration officer for Exelon, who will become senior vice
president, Exelon Generation, and president of Exelon Power;
- Michael J. Pacilio, currently
senior vice president, Exelon Generation, president of Exelon
Nuclear and chief nuclear officer, who will remain in that role;
and
- Amir Shahkarami, currently
senior vice president, Exelon Generation, and managing director,
Exelon Nuclear Partners, who will remain in that role.
Reporting to DeGregorio at the senior vice president level will
be:
- John F. Barnes, currently vice
president, Power Operations, for Exelon Power, who will become
senior vice president, Exelon Generation, and COO of Exelon Power;
and
- John T. Long, currently
president of Constellation Power Generation, who will become COO
for Maryland Clean Coal.
Remaining in their current roles and reporting to Pacilio at the
senior vice president level in Exelon Generation will be:
- Joseph P. Grimes, senior vice
president, Engineering and Technical Services;
- Bryan C. Hanson, senior vice
president, Midwest Operations;
- Susan R. Landahl, COO, Fleet
Operations; and
- Christopher H. Mudrick, senior
vice president, Mid-Atlantic Operations.
Constellation Energy Nuclear Group (CENG) will remain an
independently managed joint venture.
Exelon expects to name the remainder of its executives later
this month.
In addition to the changes announced above, current Exelon
executives Victor Fonseca, senior vice president,
Compensation and Benefits; Daniel C. Hill, senior vice
president and chief information officer; and John R.
Samolis, senior vice president, Human Resources have announced
their intent to retire upon closing of the merger.
The Exelon-Constellation merger has received approval by the
Department of Justice, the New York Public Service Commission, the
Public Utility Commission of Texas and the shareholders of Exelon
and Constellation. It also requires regulatory approvals by the
Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission and the Maryland Public Service Commission.
In a merger settlement with the State of Maryland, the Maryland
Energy Administration (MEA), the City of Baltimore and the
Baltimore Building and Construction Trades Council announced Dec.
15, 2011, Exelon, Constellation and Baltimore Gas and Electric
Company agreed to provide a package of benefits totaling more than
$1 billion and expected to create more than 6,000 jobs in
Maryland.
The Exelon-Constellation merger will combine Exelon’s
environmentally advantaged generation fleet with Constellation
Energy’s industry-leading customer-facing businesses. The companies
announced their agreement to merge on April 28, 2011.
About Exelon Corporation
Exelon Corporation is one of the nation’s largest electric
utilities with more than $19 billion in annual revenues. The
company has one of the industry’s largest portfolios of electricity
generation capacity, with a nationwide reach and strong positions
in the Midwest and Mid-Atlantic. Exelon distributes electricity to
approximately 5.4 million customers in northern Illinois and
southeastern Pennsylvania and natural gas to approximately 494,000
customers in the Philadelphia area. Exelon is headquartered in
Chicago and trades on the NYSE under the ticker EXC.
About Constellation Energy
Constellation Energy is a leading competitive supplier of power,
natural gas and energy products and services for homes and
businesses across the continental United States. It owns a
diversified fleet of generating units, totaling approximately
12,000 megawatts of generating capacity, and is a leading advocate
for clean, environmentally sustainable energy sources, such as
solar power and nuclear energy. The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland. A FORTUNE 500
company headquartered in Baltimore, Constellation Energy had
revenues of $14.3 billion in 2010. Learn more online:
www.constellation.com.
For the latest information about the Exelon-Constellation
merger, visit the merger website:
www.exelonconstellationmerger.com.
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 of Exelon Corporation (Exelon) and
Constellation Energy Group, Inc. (Constellation), 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 and
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
regarding the proposed merger. For example, (1) 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; (2) conditions to the closing of the merger may not be
satisfied; (3) an unsolicited offer of another company to acquire
assets or capital stock of Exelon or Constellation could interfere
with the merger; (4) 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;
(5) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those
synergies; (6) the merger may involve unexpected costs, unexpected
liabilities or unexpected delays, or the effects of purchase
accounting may be different from the companies’ expectations; (7)
the credit ratings of the combined company or its subsidiaries may
be different from what the companies expect; (8) the businesses of
the companies may suffer as a result of uncertainty surrounding the
merger; (9) the companies may not realize the values expected to be
obtained for properties expected or required to be divested; (10)
the industry may be subject to future regulatory or legislative
actions that could adversely affect the companies; and (11) 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 Exelon, Constellation or the
combined company. Discussions of some of these other important
factors and assumptions are contained in Exelon’s and
Constellation’s respective filings with the Securities and Exchange
Commission (SEC), and available at the SEC’s website at
www.sec.gov, including: (1) Exelon’s 2010 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 18; (2) Exelon’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2011 in (a) Part II, Other
Information, ITEM 1A. Risk Factors, (b) Part 1, Financial
Information, ITEM 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations and (c) Part I,
Financial Information, ITEM 1. Financial Statements: Note 13; (3)
Constellation’s 2010 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 12; and (4)
Constellation’s Quarterly Report on Form 10-Q for the quarterly
period ended 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. Management’s 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 definitive joint proxy
statement/prospectus included in the Registration Statement on Form
S-4 that Exelon filed with the SEC and that the SEC declared
effective on October 11, 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
forward-looking statements to reflect events or circumstances after
the date of this communication.
Additional Information and Where to Find it
In connection with the proposed merger between Exelon and
Constellation, Exelon filed with the SEC a Registration Statement
on Form S-4 that included the definitive joint proxy
statement/prospectus. The Registration Statement was declared
effective by the SEC on October 11, 2011. Exelon and Constellation
mailed the definitive joint proxy statement/prospectus to their
respective security holders on or about October 12, 2011. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION about Exelon,
Constellation and the proposed merger. Investors and security
holders may obtain copies of all documents filed with the SEC free
of charge at the SEC's website, www.sec.gov. In addition, a copy of
the definitive joint proxy statement/prospectus 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.
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