UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 1, 2012

Date of Report (Date of earliest event reported)

 

Commission File Number		Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number		IRS Employer Identification Number
1-16169		EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398		23-2990190
333-85496		EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959		23-3064219
1-1839		COMMONWEALTH EDISON COMPANY (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321		36-0938600
000-16844		PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000		23-0970240
1-1910		BALTIMORE GAS AND ELECTRIC COMPANY (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201 (410) 234-5000		52-0280210

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 2 – Financial Information

Item 2.02.   Results of Operations and Financial Condition.

Section 7 – Regulation FD

Item 7.01.   Regulation FD Disclosure.

On August 1, 2012, Exelon Corporation (Exelon) announced via press release its results for the second quarter ended June 30, 2012. A copy of the press release and related attachments is attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 to this Current Report on Form 8-K are the presentation slides to be used at the second quarter 2012 earnings conference call. This Form 8-K and the attached exhibits are provided under Items 2.02, 7.01 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

Exelon has scheduled the conference call for 11:00 AM ET (10:00 AM CT) on August 1, 2012. The call-in number in the U.S. and Canada is 800-690-3108, and the international call-in number is 973-935-8753. If requested, the conference ID number is 98049297. Media representatives are invited to participate on a listen-only basis. The call will be web-cast and archived on Exelon’s Web site: www.exeloncorp.com. (Please select the Investors page.)

Telephone replays will be available until August 14, 2012. The U.S. and Canada call-in number for replays is 800-585-8367, and the international call-in number is 404-537-3406. The conference ID number is 98049297.

Section 9  – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press release and earnings release attachments
99.2		Earnings conference call presentation slides

* * * * *

This combined Form 8-K is being furnished separately by Exelon, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, and Baltimore Gas and Electric Company (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2011 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) Constellation Energy Group’s 2011 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; (3) the Registrant’s First Quarter 2012 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 15; and (4) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

August 1, 2012

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release and earnings release attachments
99.2		Earnings conference call presentation slides

Exhibit 99.1

 

News Release

 

Contact:		JaCee Burnes Investor Relations 312-394-2948   Judy Rader Corporate Communications 312-394-7417				FOR IMMEDIATE RELEASE

EXELON ANNOUNCES SECOND QUARTER 2012 RESULTS

CHICAGO (Aug. 1, 2012) – Exelon Corporation (NYSE: EXC) announced second quarter 2012 consolidated earnings as follows:

 

		Second Quarter
		2012				2011
Adjusted (non-GAAP) Operating Results:
Net Income ($ millions)		$	522			$	697
Diluted Earnings per Share		$	0.61			$	1.05
GAAP Results:
Net Income ($ millions)		$	286			$	620
Diluted Earnings per Share		$	0.33			$	0.93

“We have delivered on our financial and operating commitments with solid second quarter earnings, and are reaffirming our full-year operating earnings guidance of $2.55 to $2.85 per share.” said Christopher M. Crane, Exelon’s president and CEO. “Our businesses are performing well. Exelon Generation’s nuclear fleet achieved a capacity factor of 93.4 percent, and our delivery companies – BGE, ComEd and PECO – provided strong operational and financial performance for the quarter. We are also pleased with the results of our merger integration efforts to date and are confident of realizing the value investors expect from the Exelon-Constellation merger.”

Second Quarter Operating Results

Second quarter 2012 earnings include financial results for Constellation Energy (Constellation) and Baltimore Gas and Electric Company (BGE). Therefore, the composition of results of operations from 2012 and 2011 are not comparable for Exelon Generation Company, LLC (Generation), BGE and Exelon.

 

1

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As shown in the table above, Exelon’s adjusted (non-GAAP) operating earnings declined to $0.61 per share in the second quarter of 2012 from $1.05 per share in the second quarter of 2011. Earnings in second quarter 2012 primarily reflected the following negative factors:

 

•

Lower energy margins at Generation, resulting from decreased capacity pricing related to the Reliability Pricing Model (RPM) for the PJM Interconnection, LLC (PJM) market, higher nuclear fuel costs and lower realized market prices for the sale of energy in the Midwest and Mid-Atlantic regions;

 

•

Higher operating and maintenance expenses, including increased labor, contracting and benefit costs;

 

•

Impact of increased average diluted common shares outstanding as a result of the merger; and

 

•

Increased depreciation and amortization expense due to ongoing capital expenditures.

These factors were partially offset by:

 

•

The addition of BGE’s financial results and Constellation’s contribution to Generation’s energy margins; and

 

•

Fewer nuclear outage days.

Adjusted (non-GAAP) operating earnings for the second quarter of 2012 do not include the following items (after tax) that were included in reported GAAP earnings:

 

		(in millions)				(per diluted share)
Mark-to-market gains primarily from Generation’s economic hedging activities, net of intercompany eliminations		$	123			$	0.15
Unrealized losses related to Nuclear Decommissioning Trust (NDT) fund investments to the extent not offset by contractual accounting		$	(19	)		$	(0.02	)
Financial impacts associated with plant retirements and divestitures		$	1				—
Certain costs related to the merger and integration initiatives		$	(67	)		$	(0.08	)
Non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at the merger date		$	(281	)		$	(0.33	)
Non-cash amortization of certain debt recorded at fair value at the merger date		$	3				—
Non-cash benefit resulting from reassessment of state deferred income taxes		$	4				—

 

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Adjusted (non-GAAP) operating earnings for the second quarter of 2011 do not include the following items (after tax) that were included in reported GAAP earnings:

 

		(in millions)				(per diluted share)
Mark-to-market losses primarily from Generation’s economic hedging activities		$	(75	)		$	(0.12	)
Unrealized gains related to NDT fund investments to the extent not offset by contractual accounting		$	6			$	0.01
One-time benefits for the recovery of previously incurred costs per ComEd’s 2011 distribution rate case order		$	17			$	0.03
Certain costs related to the merger and integration initiatives		$	(15	)		$	(0.02	)
Financial impacts associated with the planned retirement of certain Generation fossil generating units		$	(10	)		$	(0.02	)

Second Quarter and Recent Highlights

 

•

Nuclear Operations: Generation’s nuclear fleet, including its owned output from the Salem Generating Station, produced 35,137 gigawatt-hours (GWh) in the second quarter of 2012, compared with 33,167 GWh in the second quarter of 2011. The output data excludes the units owned by Constellation Energy Nuclear Group LLC (CENG). Excluding Salem and the units owned by CENG, the Exelon-operated nuclear plants achieved a 93.4 percent capacity factor for the second quarter of 2012 compared with 89.6 percent for the second quarter of 2011. The Exelon-operated nuclear plants completed one scheduled refueling outage in the second quarter of 2012, compared with completing two scheduled refueling outages in the second quarter of 2011. The number of planned refueling outage days totaled 51 in the second quarter of 2012 versus 103 days in the second quarter of 2011. The number of non-refueling outage days at the Exelon-operated plants totaled 16 days in the second quarter of 2012 compared with 24 days in the second quarter of 2011.

 

•

Fossil and Renewables Operations: The equivalent demand forced outage rate for Generation’s fossil fleet is 4.5 percent in the first half of 2012, compared with 5.0 percent in the first half of 2011. The 2012 fossil fleet results include former Constellation plants, exclusive of the Maryland Clean Coal plants to be sold, whereas 2011 data include only legacy Exelon plants. The equivalent availability factor for the hydroelectric facilities was 96.2 percent in the second quarter of 2012, compared with 93.4 percent in the second quarter of 2011. The change was largely due to planned outages in April 2011. The energy capture for the wind fleet was 95.0 percent in the second quarter of 2012, compared with 93.0 percent in the second quarter of 2011.

 

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•

ComEd Distribution Formula Rate Cases: On November 8, 2011, ComEd filed its initial formula rate tariff and associated testimony based on 2010 costs and 2011 plant additions. The primary purpose of this initial proceeding was to establish the formula rate under which rates will be calculated going-forward, and the initial rates, which went into effect in late June. On May 30, 2012 the Illinois Commerce Commission (ICC) issued its final Order (Order) in ComEd’s 2011 formula rate proceeding under the Energy Infrastructure Modernization Act (EIMA). The Order reduced the annual revenue requirement by $168 million, or approximately $110 million more than the reduction proposed by ComEd. Of this incremental revenue requirement reduction, approximately $50 million reflected the ICC’s determination that certain costs should be recovered through alternative rate recovery tariffs available to ComEd or will be reflected in the annual reconciliation, thereby primarily delaying the timing of cash flows. In the second quarter of 2012, ComEd recorded a reduction of revenue of approximately $100 million pre-tax to decrease the regulatory asset for the 2011 and 2012 reconciliations consistent with the terms of the Order. On June 22, 2012 the ICC granted expedited rehearing on ComEd’s pension asset recovery, the use of average or year-end rate base in determining ComEd’s reconciliation revenue requirement and the interest rate charged on over/under recovered costs. A final order on rehearing is due by September 19, 2012.

 

•

BGE Electric and Gas Distribution Rate Case: On July 27, 2012, BGE filed an application for increases of $151 million and $53 million to its electric and gas base rates, respectively with the Maryland Public Service Commission (MDPSC). The requested rate of return on equity in the application is 10.5 percent. The MDPSC will determine any increase in rates after a 7-month proceeding with input from all interested parties. The new electric and gas distribution base rates are expected to take effect in late February 2013.

 

•

Debt Exchange: On June 13, 2012, Generation commenced private offers to certain eligible holders to exchange any and all of the $700 million outstanding 7.60 percent Senior Notes due 2032 (Old Notes) of Exelon Corporation which were assumed by Exelon in the merger with Constellation Energy Group, Inc., for:

 

–

Generation’s newly issued 4.25 percent Senior Notes due 2022, plus a cash payment; and

 

–

Generation’s newly issued 5.60 percent Senior Notes due 2042, plus a cash payment.

Pursuant to an exchange offer completed on July 12, 2012, Generation purchased $442 million of the outstanding Old Notes in exchange for issuing $535 million of new notes, including a cash payment of $60 million. Generation incurred gains associated with the early retirement of debt of approximately $13 million as a result of paying a price less than book value of the Old Notes. The gain was recorded as an increase to Long-term Debt within Generation’s Consolidated Balance Sheets and will be amortized to income over the life of the debt as a reduction in interest expense.

 

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•

Hedging Update: Exelon’s hedging program involves the hedging of commodity risk for Exelon’s expected generation, typically on a ratable basis over a three-year period. Expected generation represents the amount of energy estimated to be generated or purchased through owned or contracted-for capacity. The proportion of expected generation hedged as of June 30, 2012 is 99 to 102 percent for 2012, 79 to 82 percent for 2013 and 46 to 49 percent for 2014. The primary objective of Exelon’s hedging program is to manage market risks and protect the value of its generation and its investment grade balance sheet while preserving its ability to participate in improving long-term market fundamentals.

Operating Company Results

Generation consists of owned and contracted electric generating facilities and wholesale and retail customer supply of electric and natural gas products and services, including renewable energy products, risk management services and natural gas exploration and production activities.

Second quarter 2012 net income was $166 million compared with $443 million in the second quarter of 2011. Second quarter 2012 net income included (all after tax) mark-to-market gains of $120 million from economic hedging activities, unrealized losses of $19 million related to Nuclear Decommissioning Trust (NDT) fund investments, a net impact of $1 million for plant retirements and divestitures, certain costs of $57 million associated with the merger and integration initiatives, amortization of commodity contract intangibles of $281 million and $3 million of amortization of the fair value of certain debt expected to be retired in 2013. Second quarter 2011 net income included (all after tax) mark-to-market losses of $75 million from economic hedging activities, net costs of $10 million associated with the planned retirement of certain fossil generating units, unrealized gains of $6 million related to NDT fund investments and certain costs of $1 million associated with the proposed merger with Constellation.

Excluding the effects of these items, Generation’s net income in the second quarter of 2012 decreased $124 million compared with the same quarter in 2011. This decrease primarily reflected:

 

•

Lower energy margins at Generation, resulting from decreased capacity pricing related to RPM for the PJM market, higher nuclear fuel costs and lower realized market prices for the sale of energy in the Midwest and Mid-Atlantic regions;

 

•

Higher operating and maintenance expenses; and

 

•

Increased depreciation and amortization expense due to ongoing capital expenditures.

These items were partially offset by increased nuclear volumes, lower nuclear refueling outage costs and the contribution to Generation’s energy margins from Constellation.

 

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Generation’s average realized margin on all electric sales, including sales to affiliates and excluding trading activity, was $26.15 per megawatt-hour (MWh) in the second quarter of 2012 compared with $41.59 per MWh in the second quarter of 2011.

ComEd consists of electricity transmission and distribution operations in northern Illinois.

ComEd recorded net income of $42 million in the second quarter of 2012, compared with net income of $114 million in the second quarter of 2011. Second quarter net income in 2011 included an after-tax non-cash credit of $17 million for the recovery of previously incurred costs pursuant to the 2011 distribution rate case order. Excluding the effects of this item, ComEd’s net income in the second quarter of 2012 was down $55 million from the same quarter in 2011, primarily due to decreased distribution revenues as a result of a final order issued by the ICC on the 2011 performance based formula rate proceeding under the EIMA, higher operating and maintenance expenses reflecting increased labor and contracting costs driven, in part by EIMA initiatives and one-time benefits recorded in the second quarter of 2011 related to the 2011 ComEd electric distribution rate case.

These unfavorable items were partially offset by the effect of favorable weather in ComEd’s service territory and lower interest expense.

In the second quarter of 2012, heating degree-days in the ComEd service territory were down 33.9 percent relative to the same period in 2011 and were 28.9 percent below normal. For the second quarter of 2012, cooling degree-days in the ComEd service territory were up 78.5 percent relative to the same period in 2011 and were 94.0 percent above normal. Total retail electric deliveries increased 3.2 percent quarter over quarter.

Weather-normalized retail electric deliveries decreased 1.3 percent in the second quarter of 2012 relative to 2011, reflecting decreases in deliveries to both residential and small commercial and industrial (C&I) customers that were partially offset by an increase in deliveries to large C&I customers. For ComEd, weather had a favorable after-tax effect of $11 million on second quarter 2012 earnings relative to 2011 and a favorable after-tax effect of $12 million relative to normal weather.

PECO consists of electricity transmission and distribution operations and retail natural gas distribution operations in southeastern Pennsylvania.

PECO’s net income in the second quarter of 2012 was $79 million, compared with $82 million in the second quarter of 2011. Second quarter net income in 2012 included certain after-tax costs of $2 million associated with the merger and integration initiatives. Excluding the effect of this item, PECO’s net income in the second quarter of 2012 was down $1 million from the same quarter in 2011, primarily reflecting the effect of unfavorable weather in PECO’s service territory and lower load.

These unfavorable items were partially offset by lower operating and maintenance expenses reflecting decreased labor and contracting costs.

In the second quarter of 2012, heating degree-days in the PECO service territory were up 1.8 percent from 2011 and were 27.2 percent below normal. Total retail electric deliveries were down 4.5 percent quarter over quarter. On the retail gas side, deliveries in the second quarter of 2012 were down 6.0 percent from the second quarter of 2011.

 

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Weather-normalized retail electric deliveries were down 2.7 percent in the second quarter of 2012 relative to 2011, reflecting declines in deliveries to all customer classes. Weather-normalized retail gas deliveries were down 3.7 percent in the second quarter of 2012. For PECO, weather had an unfavorable after-tax effect of $8 million on second quarter 2012 earnings relative to 2011 and a favorable after-tax effect of $1 million relative to normal weather.

BGE consists of electricity transmission and distribution operations and retail natural gas distribution operations in central Maryland.

BGE’s net income in the second quarter of 2012 was $13 million. The net income included after-tax costs of $1 million associated with the merger and integration initiatives. Excluding the effects of these items, BGE’s net income in the second quarter of 2012 was $14 million.

Adjusted (non-GAAP) Operating Earnings

Adjusted (non-GAAP) operating earnings, which generally exclude significant one-time charges or credits that are not normally associated with ongoing operations, mark-to-market adjustments from economic hedging activities and unrealized gains and losses from NDT fund investments, are provided as a supplement to results reported in accordance with GAAP. Management uses such adjusted (non-GAAP) operating earnings measures internally to evaluate the company’s performance and manage its operations. Reconciliation of GAAP to adjusted (non-GAAP) operating earnings for historical periods is attached. Additional earnings release attachments, which include the reconciliation on pages 7 and 8, are posted on Exelon’s Web site: www.exeloncorp.com and have been furnished to the Securities and Exchange Commission on Form 8-K on August 1, 2012.

Cautionary Statements Regarding Forward-Looking Information

This news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company and Exelon Generation Company, LLC (Registrants) include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2011 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

 

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Supplementary Data: Note 18; (2) Constellation Energy Group’s 2011 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; (3) the Registrant’s First Quarter 2012 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 15; and (4) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this presentation. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this news release.

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Exelon Corporation is the nation’s leading competitive energy provider, with approximately $33 billion in annual revenues. Headquartered in Chicago, Exelon has operations and business activities in 47 states, the District of Columbia and Canada. Exelon is the largest competitive U.S. power generator, with approximately 35,000 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 100,000 business and public sector customers and approximately 1 million residential customers. Exelon’s utilities deliver electricity and natural gas to more than 6.6 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO).

 

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Earnings Release Attachments

Table of Contents

 

Consolidating Statements of Operations—Three Months Ended June 30, 2012 and 2011			1
Consolidating Statements of Operations—Six Months Ended June 30, 2012 and 2011			2
Business Segment Comparative Statements of Operations—Generation and ComEd—Three and Six Months Ended June 30, 2012 and 2011			3
Business Segment Comparative Statements of Operations—PECO and BGE—Three and Six Months Ended June 30, 2012 and 2011			4
Business Segment Comparative Statements of Operations—Other—Three and Six Months Ended June 30, 2012 and 2011			5
Consolidated Balance Sheets—June 30, 2012 and December 31, 2011			6
Consolidated Statements of Cash Flows—Six Months Ended June 30, 2012 and 2011			7
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—Exelon—Three Months Ended June 30, 2012 and 2011			8
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—Exelon—Six Months Ended June 30, 2012 and 2011			9
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment—Three Months Ended June 30, 2012 and 2011			10
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment—Six Months Ended June 30, 2012 and 2011			11
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—Generation—Three and Six Months Ended June 30, 2012 and 2011			12
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—ComEd—Three and Six Months Ended June 30, 2012 and 2011			13
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—PECO—Three and Six Months Ended June 30, 2012 and 2011			14
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—BGE—Three Months Ended June 30, 2012 and March 12, 2012 Through June 30, 2012			15
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations—Other—Three and Six Months Ended June 30, 2012 and 2011			16
Exelon Generation Statistics—Three Months Ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011			17
Exelon Generation Statistics—Six Months Ended June 30, 2012 and 2011			18
ComEd Statistics—Three and Six Months Ended June 30, 2012 and 2011			19
PECO Statistics—Three and Six Months Ended June 30, 2012 and 2011			20
BGE Statistics—Three Months Ended June 30, 2012 and March 12, 2012 Through June 30, 2012			21

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EXELON CORPORATION

Consolidating Statements of Operations

(unaudited)

(in millions)

 

		Three Months Ended June 30, 2012
		Generation				ComEd				PECO				BGE				Other (a)				Exelon Consolidated
Operating revenues		$	3,753			$	1,281			$	715			$	616			$	(411	)		$	5,954
Operating expenses
Purchased power and fuel			1,852				587				296				285				(414	)			2,606
Operating and maintenance			1,209				331				172				161				(2	)			1,871
Depreciation, amortization, accretion and depletion			204				152				54				71				13				494
Taxes other than income			90				69				42				47				6				254
Total operating expenses			3,355				1,139				564				564				(397	)			5,225
Equity in loss of unconsolidated affiliates			(57	)			—				—				—				—				(57	)
Operating income (loss)			341				142				151				52				(14	)			672
Other income and deductions
Interest expense			(85	)			(74	)			(31	)			(34	)			(32	)			(256	)
Other, net			(33	)			3				2				7				20				(1	)
Total other income and deductions			(118	)			(71	)			(29	)			(27	)			(12	)			(257	)
Income (loss) before income taxes			223				71				122				25				(26	)			415
Income taxes			58				29				42				9				(12	)			126
Net income (loss)			165				42				80				16				(14	)			289
Net loss attributable to noncontrolling interests, preferred security dividends and preference stock dividends			(1	)			—				1				3				—				3
Net income (loss) on common stock		$	166			$	42			$	79			$	13			$	(14	)		$	286
		Three Months Ended June 30, 2011
		Generation				ComEd				PECO				BGE				Other (a)				Exelon Consolidated
Operating revenues		$	2,455			$	1,444			$	842			$	—			$	(245	)		$	4,496
Operating expenses
Purchased power and fuel			841				716				408				—				(249	)			1,716
Operating and maintenance			763				268				172				—				23				1,226
Depreciation, amortization, accretion and depletion			138				136				50				—				5				329
Taxes other than income			66				70				51				—				4				191
Total operating expenses			1,808				1,190				681				—				(217	)			3,462
Operating income (loss)			647				254				161				—				(28	)			1,034
Other income and deductions
Interest expense			(45	)			(86	)			(34	)			—				(17	)			(182	)
Other, net			76				4				3				—				18				101
Total other income and deductions			31				(82	)			(31	)			—				1				(81	)
Income (loss) before income taxes			678				172				130								(27	)			953
Income taxes			235				58				47				—				(8	)			332
Net income (loss)			443				114				83				—				(19	)			621
Preferred security dividends			—				—				1				—				—				1
Net income (loss) on common stock		$	443			$	114			$	82			$	—			$	(19	)		$	620

 

(a)	Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investment activities.

 

1

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EXELON CORPORATION

Consolidating Statements of Operations

(unaudited)

(in millions)

 

		Six Months Ended June 30, 2012 (a)
		Generation				ComEd				PECO				BGE				Other (b)				Exelon Consolidated
Operating revenues		$	6,492			$	2,670			$	1,590			$	668			$	(780	)		$	10,640
Operating expenses
Purchased power and fuel			2,896				1,208				707				352				(792	)			4,371
Operating and maintenance			2,382				650				375				222				206				3,835
Depreciation, amortization, accretion and depletion			357				300				107				90				22				876
Taxes other than income			164				144				74				57				9				448
Total operating expenses			5,799				2,302				1,263				721				(555	)			9,530
Equity in loss of unconsolidated affiliates			(79	)			—				—				—				—				(79	)
Operating income (loss)			614				368				327				(53	)			(225	)			1,031
Other income and deductions
Interest expense			(138	)			(156	)			(62	)			(42	)			(53	)			(451	)
Other, net			145				7				5				8				29				194
Total other income and deductions			7				(149	)			(57	)			(34	)			(24	)			(257	)
Income (loss) before income taxes			621				219				270				(87	)			(249	)			774
Income taxes			289				90				93				(38	)			(150	)			284
Net income (loss)			332				129				177				(49	)			(99	)			490
Net loss attributable to noncontrolling interests, preferred security dividends and preference stock dividends			(2	)			—				2				4				—				4
Net income (loss) on common stock		$	334			$	129			$	175			$	(53	)		$	(99	)		$	486
		Six Months Ended June 30, 2011
		Generation				ComEd				PECO				BGE				Other (b)				Exelon Consolidated
Operating revenues		$	5,098			$	2,910			$	1,996			$	—			$	(553	)		$	9,451
Operating expenses
Purchased power and fuel			1,724				1,505				1,042				—				(555	)			3,716
Operating and maintenance			1,517				534				378				—				20				2,449
Depreciation, amortization, accretion and depletion			277				270				98				—				11				656
Taxes other than income			132				147				106				—				9				394
Total operating expenses			3,650				2,456				1,624				—				(515	)			7,215
Operating income (loss)			1,448				454				372				—				(38	)			2,236
Other income and deductions
Interest expense			(91	)			(172	)			(68	)			—				(32	)			(363	)
Other, net			152				8				8				—				28				196
Total other income and deductions			61				(164	)			(60	)			—				(4	)			(167	)
Income (loss) before income taxes			1,509				290				312				—				(42	)			2,069
Income taxes			571				107				102				—				(1	)			779
Net income (loss)			938				183				210				—				(41	)			1,290
Preferred security dividends			—				—				2				—				—				2
Net income (loss) on common stock		$	938			$	183			$	208			$	—			$	(41	)		$	1,288

 

(a)	Includes financial results for Constellation and BGE beginning on March 12, 2012, the date the merger was completed.

(b)	Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investment activities.

 

2

---

EXELON CORPORATION

Business Segment Comparative Statements of Operations

(unaudited)

(in millions)

 

		Generation
		Three Months Ended June 30,												Six Months Ended June 30,
		2012				2011				Variance				2012 (a)				2011				Variance
Operating revenues		$	3,753			$	2,455			$	1,298			$	6,492			$	5,098			$	1,394
Operating expenses
Purchased power and fuel			1,852				841				1,011				2,896				1,724				1,172
Operating and maintenance			1,209				763				446				2,382				1,517				865
Depreciation, amortization, accretion and depletion			204				138				66				357				277				80
Taxes other than income			90				66				24				164				132				32
Total operating expenses			3,355				1,808				1,547				5,799				3,650				2,149
Equity in loss of unconsolidated affiliates			(57	)			—				(57	)			(79	)			—				(79	)
Operating income			341				647				(306	)			614				1,448				(834	)
Other income and deductions
Interest expense			(85	)			(45	)			(40	)			(138	)			(91	)			(47	)
Other, net			(33	)			76				(109	)			145				152				(7	)
Total other income and deductions			(118	)			31				(149	)			7				61				(54	)
Income before income taxes			223				678				(455	)			621				1,509				(888	)
Income taxes			58				235				(177	)			289				571				(282	)
Net income			165				443				(278	)			332				938				(606	)
Net loss attributable to noncontrolling interests			(1	)			—				(1	)			(2	)			—				(2	)
Net income on common stock		$	166			$	443			$	(277	)		$	334			$	938			$	(604	)

 

(a)	Includes financial results for Constellation beginning on March 12, 2012, the date the merger was completed.

 

		ComEd
		Three Months Ended June 30,												Six Months Ended June 30,
		2012				2011				Variance				2012				2011				Variance
Operating revenues		$	1,281			$	1,444			$	(163	)		$	2,670			$	2,910			$	(240	)
Operating expenses
Purchased power			587				716				(129	)			1,208				1,505				(297	)
Operating and maintenance			331				268				63				650				534				116
Depreciation and amortization			152				136				16				300				270				30
Taxes other than income			69				70				(1	)			144				147				(3	)
Total operating expenses			1,139				1,190				(51	)			2,302				2,456				(154	)
Operating income			142				254				(112	)			368				454				(86	)
Other income and deductions
Interest expense			(74	)			(86	)			12				(156	)			(172	)			16
Other, net			3				4				(1	)			7				8				(1	)
Total other income and deductions			(71	)			(82	)			11				(149	)			(164	)			15
Income before income taxes			71				172				(101	)			219				290				(71	)
Income taxes			29				58				(29	)			90				107				(17	)
Net income		$	42			$	114			$	(72	)		$	129			$	183			$	(54	)

 

3

---

EXELON CORPORATION

Business Segment Comparative Statements of Operations

(unaudited)

(in millions)

 

		PECO
		Three Months Ended June 30,												Six Months Ended June 30,
		2012				2011				Variance				2012				2011				Variance
Operating revenues		$	715			$	842			$	(127	)		$	1,590			$	1,996			$	(406	)
Operating expenses
Purchased power and fuel			296				408				(112	)			707				1,042				(335	)
Operating and maintenance			172				172				—				375				378				(3	)
Depreciation and amortization			54				50				4				107				98				9
Taxes other than income			42				51				(9	)			74				106				(32	)
Total operating expenses			564				681				(117	)			1,263				1,624				(361	)
Operating income			151				161				(10	)			327				372				(45	)
Other income and deductions
Interest expense			(31	)			(34	)			3				(62	)			(68	)			6
Other, net			2				3				(1	)			5				8				(3	)
Total other income and deductions			(29	)			(31	)			2				(57	)			(60	)			3
Income before income taxes			122				130				(8	)			270				312				(42	)
Income taxes			42				47				(5	)			93				102				(9	)
Net income			80				83				(3	)			177				210				(33	)
Preferred security dividends			1				1				—				2				2				—
Net income on common stock		$	79			$	82			$	(3	)		$	175			$	208			$	(33	)
		BGE
		Three Months Ended June 30,												March 12, 2012 through June 30, 2012
		2012				2011				Variance				2012				2011				Variance
Operating revenues		$	616			$	—			$	616			$	668			$	—			$	668
Operating expenses
Purchased power and fuel			285				—				285				352				—				352
Operating and maintenance			161				—				161				222				—				222
Depreciation and amortization			71				—				71				90				—				90
Taxes other than income			47				—				47				57				—				57
Total operating expenses			564				—				564				721				—				721
Operating loss			52				—				52				(53	)			—				(53	)
Other income and deductions
Interest expense			(34	)			—				(34	)			(42	)			—				(42	)
Other, net			7				—				7				8				—				8
Total other income and deductions			(27	)			—				(27	)			(34	)			—				(34	)
Loss before income taxes			25				—				25				(87	)			—				(87	)
Income taxes			9				—				9				(38	)			—				(38	)
Net loss			16				—				16				(49	)			—				(49	)
Preference stock dividends			3				—				3				4				—				4
Net loss on common stock		$	13			$	—			$	13			$	(53	)		$	—			$	(53	)

 

4

---

EXELON CORPORATION

Business Segment Comparative Statements of Operations

(unaudited)

(in millions)

 

		Other (a)
		Three Months Ended June 30,												Six Months Ended June 30,
		2012				2011				Variance				2012 (b)				2011				Variance
Operating revenues		$	(411	)		$	(245	)		$	(166	)		$	(780	)		$	(553	)		$	(227	)
Operating expenses
Purchased power and fuel			(414	)			(249	)			(165	)			(792	)			(555	)			(237	)
Operating and maintenance			(2	)			23				(25	)			206				20				186
Depreciation and amortization			13				5				8				22				11				11
Taxes other than income			6				4				2				9				9				—
Total operating expenses			(397	)			(217	)			(180	)			(555	)			(515	)			(40	)
Operating loss			(14	)			(28	)			14				(225	)			(38	)			(187	)
Other income and deductions
Interest expense			(32	)			(17	)			(15	)			(53	)			(32	)			(21	)
Other, net			20				18				2				29				28				1
Total other income and deductions			(12	)			1				(13	)			(24	)			(4	)			(20	)
Loss before income taxes			(26	)			(27	)			1				(249	)			(42	)			(207	)
Income taxes			(12	)			(8	)			(4	)			(150	)			(1	)			(149	)
Net loss		$	(14	)		$	(19	)		$	5			$	(99	)		$	(41	)		$	(58	)

 

(a)	Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investment activities.

(b)	Includes financial results for Constellation and BGE beginning on March 12, 2012, the date the merger was completed.

 

5

---

EXELON CORPORATION

Consolidated Balance Sheets

(unaudited)

(in millions)

 

		June 30, 2012 (a)				December 31, 2011
ASSETS
Current assets
Cash and cash equivalents		$	1,349			$	1,016
Restricted cash and investments			83				40
Restricted cash and investments of variable interest entities			34				—
Accounts receivable, net
Customer			2,828				1,613
Other			1,252				1,000
Accounts receivable, net, variable interest entities			241				—
Mark-to-market derivative assets			1,170				432
Unamortized energy contracts assets			1,433				13
Inventories, net
Fossil fuel			227				208
Materials and supplies			772				656
Deferred income taxes			63				—
Regulatory assets			867				390
Other			1,435				345
Total current assets			11,754				5,713
Property, plant and equipment, net			42,613				32,570
Deferred debits and other assets
Regulatory assets			6,103				4,518
Nuclear decommissioning trust (NDT) funds			6,841				6,507
Investments			836				751
Investments in affiliates			420				15
Investment in CENG			1,878				—
Goodwill			2,626				2,625
Mark-to-market derivative assets			1,241				650
Unamortized energy contracts assets			1,317				388
Pledged assets for Zion Station decommissioning			650				734
Other			1,155				524
Total deferred debits and other assets			23,067				16,712
Total assets		$	77,434			$	54,995
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings		$	376			$	163
Short-term notes payable—accounts receivable agreement			225				225
Long-term debt due within one year			526				828
Long-term debt of variable interest entities due within one year			65				—
Accounts payable			2,183				1,444
Accounts payable of variable interest entities			119				—
Accrued expenses			1,441				1,255
Deferred income taxes			482				1
Regulatory liabilities			259				197
Dividends payable			4				349
Mark-to-market derivative liabilities			829				112
Unamortized energy contract liabilities			616				—
Other			958				560
Total current liabilities			8,083				5,134
Long-term debt			17,045				11,799
Long-term debt to financing trusts			649				390
Long-term debt of variable interest entity			479				—
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits			10,823				8,253
Asset retirement obligations			4,126				3,884
Pension obligations			2,610				2,194
Non-pension postretirement benefit obligations			2,703				2,263
Spent nuclear fuel obligation			1,019				1,019
Regulatory liabilities			3,963				3,627
Mark-to-market derivative liabilities			578				126
Unamortized energy contract liabilities			747				—
Payable for Zion Station decommissioning			464				563
Other			1,736				1,268
Total deferred credits and other liabilities			28,769				23,197
Total liabilities			55,025				40,520
Commitments and contingencies
Preferred securities of subsidiary			87				87
Shareholders’ equity
Common stock			16,559				9,107
Treasury stock, at cost			(2,327	)			(2,327	)
Retained earnings			10,114				10,055
Accumulated other comprehensive loss, net			(2,313	)			(2,450	)
Total shareholders’ equity			22,033				14,385
BGE preference stock not subject to mandatory redemption			193				—
Noncontrolling interest			96				3
Total equity			22,322				14,388
Total liabilities and shareholders’ equity		$	77,434			$	54,995

 

(a)	Includes the financial information of Constellation and BGE.

 

6

---

EXELON CORPORATION

Consolidated Statements of Cash Flows

(unaudited)

(in millions)

 

		Six Months Ended June 30,
		2012 (a)				2011
Cash flows from operating activities
Net income		$	490			$	1,290
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization, accretion and depletion including nuclear fuel and energy contract amortization			1,895				1,114
Deferred income taxes and amortization of investment tax credits			227				590
Net fair value changes related to derivatives			(323	)			264
Net realized and unrealized gains on NDT fund investments			(70	)			(51	)
Other non-cash operating activities			937				378
Changes in assets and liabilities:
Accounts receivable			414				—
Inventories			45				17
Accounts payable, accrued expenses and other current liabilities			(1,058	)			(486	)
Option premiums (paid) received, net			(109	)			38
Counterparty collateral received (posted), net			451				(494	)
Income taxes			259				691
Pension and non-pension postretirement benefit contributions			(90	)			(2,089	)
Other assets and liabilities			(339	)			(249	)
Net cash flows provided by operating activities			2,729				1,013
Cash flows from investing activities
Capital expenditures			(2,816	)			(1,985	)
Proceeds from nuclear decommissioning trust fund sales			5,371				1,657
Investment in nuclear decommissioning trust funds			(5,483	)			(1,772	)
Cash acquired from Constellation			964				—
Proceeds from sales of investments			12				—
Purchases of investments			(5	)			—
Change in restricted cash			(15	)			(2	)
Other investing activities			(12	)			28
Net cash flows used in investing activities			(1,984	)			(2,074	)
Cash flows from financing activities
Changes in short-term debt			179				140
Issuance of long-term debt			850				599
Retirement of long-term debt			(649	)			(2	)
Dividends paid on common stock			(773	)			(695	)
Dividends paid to former Constellation shareholders			(51	)			—
Proceeds from employee stock plans			42				15
Other financing activities			(10	)			(46	)
Net cash flows (used in) provided by financing activities			(412	)			11
Increase (decrease) in cash and cash equivalents			333				(1,050	)
Cash and cash equivalents at beginning of period			1,016				1,612
Cash and cash equivalents at end of period		$	1,349			$	562

 

(a)	Includes financial results for Constellation and BGE beginning on March 12, 2012, the date the merger was completed.

 

7

---

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations

(unaudited)

(in millions, except per share data)

 

		Three Months Ended June 30, 2012 (a)												Three Months Ended June 30, 2011
		GAAP (b)				Adjustments				Adjusted Non-GAAP				GAAP (b)				Adjustments				Adjusted Non-GAAP
Operating revenues		$	5,954			$	412	(c),(d),(e)		$	6,366			$	4,496			$	(8	)(c)		$	4,488
Operating expenses
Purchased power and fuel			2,606				262	(c),(d),(e)			2,868				1,716				(124	)(d)			1,592
Operating and maintenance			1,871				(144	)(c),(f)			1,727				1,226				(15	)(c),(f),(j)			1,211
Depreciation, amortization, accretion and depletion			494				(14	)(c),(f)			480				329				(22	)(c)			307
Taxes other than income			254				(2	)(c)			252				191				—				191
Total operating expenses			5,225				102				5,327				3,462				(161	)			3,301
Equity in loss of unconsolidated affiliates			(57	)			52	(e),(f)			(5	)			—				—				—
Operating income			672				362				1,034				1,034				153				1,187
Other income and deductions
Interest expense			(256	)			(5	)(g)			(261	)			(182	)			—				(182	)
Other, net			(1	)			62	(c),(f),(h)			61				101				(25	)(h)			76
Total other income and deductions			(257	)			57				(200	)			(81	)			(25	)			(106	)
Income before income taxes			415				419				834				953				128				1,081
Income taxes			126				183	(c),(d),(e),  (f),(g),(h),(i)			309				332				51	(c),(d),(f),  (h),(j)			383
Net income			289				236				525				621				77				698
Net loss attributable to noncontrolling interests, preferred security dividends and preference stock dividends			3				—				3				1				—				1
Net income on common stock		$	286			$	236			$	522			$	620			$	77			$	697
Effective tax rate			30.4	%							37.1	%			34.8	%							35.4	%
Earnings per average common share
Basic		$	0.34			$	0.28			$	0.62			$	0.93			$	0.12			$	1.05
Diluted		$	0.33			$	0.28			$	0.61			$	0.93			$	0.12			$	1.05
Average common shares outstanding
Basic			853								853				663								663
Diluted			856								856				664								664
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Plant retirements and divestitures (c)						$	—											$	0.02
Mark-to-market impact of economic hedging activities (d)							(0.15	)											0.12
Amortization of commodity contract intangibles (e)							0.33												—
Constellation merger and integration costs (f)							0.08												0.02
Amortization of the fair value of certain debt (g)							—												—
Unrealized losses (gains) related to NDT fund investments (h)							0.02												(0.01	)
Reassessment of state deferred income taxes (i)							—												—
Recovery of costs pursuant to the 2011 distribution rate case order (j)							—												(0.03	)
Total adjustments						$	0.28											$	0.12

 

(a)	Includes financial results for Constellation and BGE beginning on March 12, 2012, the date the merger was completed.

(b)	Results reported in accordance with accounting principles generally accepted in the United States (GAAP).

(c)

Adjustment to exclude costs associated with the retirement of fossil generating units, the impacts of the Federal Energy Regulatory Commission (FERC) approved reliability-must-run rate schedule, and the revenues and operating expenses related to three generation facilities required to be sold within 180 days of the merger.

(d)	Adjustment to exclude the mark-to-market impact of Exelon’s economic hedging activities, net of intercompany eliminations.

(e)	Adjustment to exclude the non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at the merger date.

(f)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(g)	Adjustment to exclude the non-cash amortization of certain debt recorded at fair value at the merger date expected to be retired in 2013.

(h)	Adjustment to exclude the unrealized gains in 2011 and losses in 2012 associated with Generation’s NDT fund investments and the associated contractual accounting relating to income taxes.

(i)	Adjustment to exclude a one-time, non-cash benefit associated with a change in state deferred tax rates resulting from a reassessment of anticipated apportionment of Exelon’s deferred taxes as a result of the merger.

(j)	Adjustment to exclude one-time benefits for the recovery of previously incurred costs related to the 2009 restructuring plan and for the passage of Federal health care legislation in 2010.

 

8

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EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations

(unaudited)

(in millions, except per share data)

 

		Six Months Ended June 30, 2012 (a)												Six Months Ended June 30, 2011
		GAAP (b)				Adjustments				Adjusted Non-GAAP				GAAP (b)				Adjustments				Adjusted Non-GAAP
Operating revenues		$	10,640			$	559	(c),(d),  (e),(f)		$	11,199			$	9,451			$	(8	)(c)		$	9,443
Operating expenses
Purchased power and fuel			4,371				262	(c),(d),  (e),(g)			4,633				3,716				(272	)(d)			3,444
Operating and maintenance			3,835				(716	)(c),(e),(f),  (g),(h),(i)			3,119				2,449				(17	)(c),(g),  (m)			2,432
Depreciation, amortization, accretion and depletion			876				(30	)(c),(g)			846				656				(46	)(c)			610
Taxes other than income			448				(1	)(c),(f)			447				394				—				394
Total operating expenses			9,530				(485	)			9,045				7,215				(335	)			6,880
Equity in earnings of unconsolidated affiliates			(79	)			60	(e),(g)			(19	)			—				—				—
Operating income			1,031				1,104				2,135				2,236				327				2,563
Other income and deductions
Interest expense			(451	)			(6	)(j)			(457	)			(363	)			—				(363	)
Other, net			194				(57	)(c),(g),(k)			137				196				(88	)(k)			108
Total other income and deductions			(257	)			(63	)			(320	)			(167	)			(88	)			(255	)
Income before income taxes			774				1,041				1,815				2,069				239				2,308
Income taxes			284				402	(c),(d),(e),  (f),(g),(h),(i),  (j),(k),(l)			686				779				51	(c),(d),(g),  (k),(m),(n)			830
Net income on common stock			490				639				1,129				1,290				188				1,478
Net loss attributable to noncontrolling interests, preferred security dividends and preference stock dividends			4				—				4				2				—				2
Net income		$	486			$	639			$	1,125			$	1,288			$	188			$	1,476
Effective tax rate			36.7	%							37.8	%			37.7	%							36.0	%
Earnings per average common share
Basic		$	0.62			$	0.82			$	1.44			$	1.94			$	0.28			$	2.22
Diluted		$	0.62			$	0.82			$	1.44			$	1.94			$	0.28			$	2.22
Average common shares outstanding
Basic			779								779				663								663
Diluted			781								781				664								664
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Plant retirements and divestitures (c)						$	0.01											$	0.04
Mark-to-market impact of economic hedging activities (d)							(0.21	)											0.25
Amortization of commodity contract intangibles (e)							0.46												—
Maryland commitments (f)							0.29												—
Constellation merger and integration costs (g)							0.23												0.02
FERC settlement (h)							0.22												—
Other acquisition costs (i)							—												—
Amortization of the fair value of certain debt (j)							—												—
Unrealized (gains) related to NDT fund investments (k)							(0.02	)											(0.04	)
Reassessment of state deferred income taxes (l)							(0.16	)											—
Recovery of costs pursuant to the 2011 distribution rate case order (m)							—												(0.03	)
Charge resulting from Illinois tax rate change legislation (n)							—												0.04
Total adjustments						$	0.82											$	0.28

 

(a)	Includes financial results for Constellation Energy including BGE, beginning on March 12, 2012, the date the acquisition was completed.

(b)	Results reported in accordance with GAAP.

(c)	Adjustment to exclude costs associated with the retirement of fossil generating units, the impacts of the FERC approved reliability-must-run rate schedule, and the revenues and operating expenses related to three generation facilities required to be sold within 180 days of the merger.

(d)	Adjustment to exclude the mark-to-market impact of Exelon’s economic hedging activities.

(e)	Adjustment to exclude the non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at the merger date.

(f)	Adjustment to exclude costs incurred as part of the Maryland order approving the merger transaction.

(g)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(h)	Adjustment to exclude costs associated with the March 2012 settlement with the FERC.

(i)	Adjustment to exclude certain costs associated with various acquisitions.

(i)	Adjustment to exclude the non-cash amortization of certain debt recorded at fair value at the merger date expected to be retired in 2013.

(k)	Adjustment to exclude the unrealized gains in 2011 and 2012 associated with Generation’s NDT fund investments and the associated contractual accounting relating to income taxes.

(l)	Adjustment to exclude a one-time, non-cash benefit associated with a change in state deferred tax rates resulting from a reassessment of anticipated apportionment of Exelon’s deferred taxes as a result of the merger.

(m)	Adjustment to exclude one-time benefits for the recovery of previously incurred costs related to the 2009 restructuring plan and for the passage of Federal health care legislation in 2010.

(n)	Adjustment to exclude a one-time, non-cash charge to remeasure deferred taxes at higher corporate tax rates pursuant to the Illinois tax rate change legislation.

 

9

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EXELON CORPORATION (a)

Reconciliation of Adjusted (non-GAAP) Operating

Earnings to GAAP Earnings (in millions)

Three Months Ended June 30, 2012 and 2011

 

		Exelon Earnings per Diluted Share				Generation				ComEd				PECO				BGE				Other (b)				Exelon
2011 GAAP Earnings (Loss)		$	0.93			$	443			$	114			$	82			$	—			$	(19	)		$	620
2011 Adjusted (non-GAAP) Operating Earnings (Loss) Adjustments:
Mark-to-Market Impact of Economic Hedging Activities			0.12				75				—				—				—				—				75
Unrealized Gains Related to NDT Fund Investments (1)			(0.01	)			(6	)			—				—				—				—				(6	)
Plant Retirements and Divestitures (2)			0.02				10				—				—				—				—				10
Recovery of Costs Pursuant to the 2011 Distribution Rate Case Order (3)			(0.03	)			—				(17	)			—				—				—				(17	)
Constellation Merger and Integration Costs (4)			0.02				1				—				—				—				14				15
2011 Adjusted (non-GAAP) Operating Earnings (Loss)			1.05				523				97				82				—				(5	)			697
Year Over Year Effects on Earnings:
Generation Energy Margins, Excluding Mark-to-Market:
Nuclear Volume (5)			0.03				22				—				—				—				—				22
Nuclear Fuel Costs (6)			(0.01	)			(12	)			—				—				—				—				(12	)
Capacity Pricing			(0.03	)			(26	)			—				—				—				—				(26	)
Market and Portfolio Conditions (7)			0.25				212				—				—				—				—				212
Transmission Upgrades (8)			—				6				—				—				—				(6	)			—
ComEd, PECO and BGE Margins:
Weather			—				—				11				(8	)			—	(c)			—				3
Load			(0.01	)			—				(4	)			(3	)			—	(c)			—				(7	)
Discrete Impacts of the 2012 Distribution Formula Rate Order (9)			(0.07	)			—				(59	)			—				—				—				(59	)
Other Energy Delivery (10)			0.28				—				42				1				199				—				242
Discrete Impacts of the 2011 Distribution Rate Case Order (11)			(0.03	)			—				(22	)			—				—				—				(22	)
Operating and Maintenance Expense:
Labor, Contracting and Materials (12)			(0.24	)			(149	)			(10	)			9				(59	)			—				(209	)
Planned Nuclear Refueling Outages (13)			0.04				31				—				—				—				—				31
Pension and Non-Pension Postretirement Benefits (14)			(0.03	)			(9	)			(5	)			(2	)			(4	)			(3	)			(23	)
Other Operating and Maintenance			(0.12	)			(72	)			(3	)			(5	)			(32	)			11				(101	)
Depreciation and Amortization Expense (15)			(0.13	)			(45	)			(9	)			(2	)			(43	)			(5	)			(104	)
Nuclear Decommissioning Trust Fund Special Transfer Tax Deduction (16)			(0.07	)			(41	)			—				—				—				(2	)			(43	)
Equity in Losses of Unconsolidated Affiliates (17)			—				(3	)			—				—				—				—				(3	)
Income Taxes			—				(2	)			(3	)			2				1				(1	)			(3	)
Interest Expense, Net			(0.05	)			(26	)			7				2				(21	)			(2	)			(40	)
Other			(0.04	)			(10	)			—				5				(27	)			(1	)			(33	)
Share Differential (18)			(0.21	)			—				—				—				—				—				—
2012 Adjusted (non-GAAP) Operating Earnings (Loss)			0.61				399				42				81				14				(14	)			522
2012 Adjusted (non-GAAP) Operating Earnings (Loss) Adjustments:
Mark-to-Market Impact of Economic Hedging Activities			0.15				120				—				—				—				3				123
Unrealized Losses Related to NDT Fund Investments (1)			(0.02	)			(19	)			—				—				—				—				(19	)
Plant Retirements and Divestitures (2)			—				1				—				—				—				—				1
Constellation Merger and Integration Costs (4)			(0.08	)			(57	)			—				(2	)			(1	)			(7	)			(67	)
Amortization of Commodity Contract Intangibles (19)			(0.33	)			(281	)			—				—				—				—				(281	)
Amortization of the Fair Value of Certain Debt (20)			—				3				—				—				—				—				3
Reassessment of State Deferred Income Taxes (21)			—				—				—				—				—				4				4
2012 GAAP Earnings (Loss)		$	0.33			$	166			$	42			$	79			$	13			$	(14	)		$	286

 

(a)

For the three months ended June 30, 2012, includes financial results for Constellation and BGE. Therefore, the results of operations from 2012 and 2011 are not comparable for Generation, BGE, Other and Exelon. The explanations below identify any significant or unusual items affecting the results of operations.

(b)	Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investment activities.

(c)

As approved by the Maryland PSC, BGE records a monthly adjustment to residential and the majority of its commercial and industrial customers to eliminate the effect of abnormal weather and usage patterns per customer on distribution volumes, thereby recovering a specified dollar amount of distribution revenues per customer, by customer class, regardless of changes in consumption levels. Therefore, while these revenues are affected by customer growth, they will not be affected by actual weather or usage conditions.

---

(1)	Reflects the impact of unrealized gains in 2011 and unrealized losses in 2012 on NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements.

(2)

Primarily reflects incremental accelerated depreciation associated with the retirement of four fossil generating units and compensation for operating two of the units past their planned May 31, 2011 retirement date under a FERC-approved reliability-must-run rate schedule. For 2012, also reflects revenues and operating expenses related to three generation facilities required to be sold within 180 days of the merger.

(3)	Reflects one-time benefits pursuant to the ComEd 2011 electric distribution rate case order for the recovery of previously incurred costs related to the 2009 restructuring plan and for the passage of Federal health care legislation in 2010.

(4)	Reflects certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(5)	Primarily reflects the impact of decreased planned nuclear outage days in 2012, excluding Constellation Energy Nuclear Group, LLC (CENG).

(6)	Primarily reflects the impact of higher nuclear fuel prices, excluding CENG.

(7)	Primarily reflects the addition of Constellation’s financial results in 2012, partially offset by the impact of decreased realized market prices for the sale of energy in the Mid-Atlantic and Midwest regions.

(8)	Reflects intercompany expense in 2011 at Generation for upgrades in transmission assets owned by ComEd, which are reflected as assets at Exelon Corporate.

(9)	Reflects the impacts on distribution revenues recorded prior to March 31, 2012, pursuant to the final order issued by the Illinois Commerce Commission (ICC) on the 2011 performance based formula rate proceeding under the Energy Infrastructure Modernization Act (EIMA).

(10)

For ComEd, primarily reflects increased distribution revenue pursuant to the 2011 electric distribution rate case order and the 2012 performance based formula rate, and increased cost recovery for energy efficiency and demand response programs (completely offset in operating and maintenance expense).

(11)	Primarily reflects one-time net benefits pursuant to the 2011 ComEd electric distribution rate case order to reestablish previously expensed plant balances and to recognize the estimated recovery of funds for working capital related to the procurement of energy.

(12)

Primarily reflects the impacts of increased wages and other benefits and increased contracting expenses (exclusive of planned nuclear refueling outages and incremental storm costs). At ComEd, increased contracting expenses primarily resulted from new projects related to EIMA. At PECO, decreased contracting expenses primarily relates to a reduction in construction and maintenance projects in 2012.

(13)	Primarily reflects the impact of decreased planned nuclear refueling outage days in 2012, excluding Salem and CENG.

(14)	The increase in pension and OPEB costs primarily reflect the impact of lower discount rates and expected return on assets for 2012 as compared to 2011.

(15)	Includes increased depreciation expense across the operating companies due to ongoing capital expenditures.

(16)

Reflects one-time interest and tax benefits in 2011 associated with a change in the timing of the deduction for the transfer of cash or investments from nonqualified nuclear decommissioning trust funds to qualified decommissioning trust funds pursuant to the Energy Policy Act of 2005 and related Treasury Regulations.

(17)	Includes the non-cash amortization of the basis difference recorded at fair value at the merger date, partially offset by the equity in earnings in CENG.

(18)	Reflects the impact on earnings per share due to the increase in Exelon’s average diluted common shares outstanding as a result of the merger.

(19)	Represents the non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at the merger date.

(20)	Represents the non-cash amortization of certain debt recorded at fair value at the merger date expected to be retired in 2013.

(21)	Reflects a change in state deferred tax rates resulting from a reassessment of anticipated apportionment of Exelon’s deferred taxes as a result of the merger.

 

10

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EXELON CORPORATION (a)

Reconciliation of Adjusted (non-GAAP) Operating

Earnings to GAAP Earnings (in millions)

Six Months Ended June 30, 2012 and 2011

 

		Exelon Earnings per Diluted Share				Generation				ComEd				PECO				BGE				Other (b)				Exelon
2011 GAAP Earnings (Loss)		$	1.94			$	938			$	183			$	208			$	—			$	(41	)		$	1,288
2011 Adjusted (non-GAAP) Operating Earnings (Loss) Adjustments:
Mark-to-Market Impact of Economic Hedging Activities			0.25				164				—				—				—				—				164
Unrealized Gains Related to NDT Fund Investments (1)			(0.04	)			(30	)			—				—				—				—				(30	)
Plant Retirements and Divestitures (2)			0.04				27				—				—				—				—				27
Non-Cash Charge Resulting From Illinois Tax Rate Change Legislation (3)			0.04				21				4				—				—				4				29
Recovery of Costs Pursuant to the 2011 Distribution Rate Case Order (4)			(0.03	)			—				(17	)			—				—				—				(17	)
Constellation Merger and Integration Costs (5)			0.02				1				—				—				—				14				15
2011 Adjusted (non-GAAP) Operating Earnings (Loss)			2.22				1,121				170				208				—				(23	)			1,476
Year Over Year Effects on Earnings:
Generation Energy Margins, Excluding Mark-to-Market:
Nuclear Volume (6)			0.03				23				—				—				—				—				23
Nuclear Fuel Costs (7)			(0.04	)			(31	)			—				—				—				—				(31	)
Capacity Pricing			(0.13	)			(100	)			—				—				—				—				(100	)
Market and Portfolio Conditions (8)			0.26				202				—				—				—				—				202
Transmission Upgrades (9)			—				6				—				—				—				(6	)			—
ComEd, PECO and BGE Margins:
Weather			(0.05	)			—				1				(37	)			—	(c)			—				(36	)
Load			(0.02	)			—				(4	)			(8	)			—	(c)			—				(12	)
Discrete Impacts of the 2012 Distribution Formula Rate Order (10)			(0.07	)			—				(52	)			—				—				—				(52	)
Other Energy Delivery (11)			0.45				—				99				(2	)			257				—				354
Discrete Impacts of the 2011 Distribution Rate Case Order (12)			(0.03	)			—				(22	)			—				—				—				(22	)
Operating and Maintenance Expense:
Labor, Contracting and Materials (13)			(0.33	)			(176	)			(26	)			10				(70	)			—				(262	)
Planned Nuclear Refueling Outages (14)			0.03				22				—				—				—				—				22
Pension and Non-Pension Postretirement Benefits (15)			(0.05	)			(18	)			(10	)			(4	)			(5	)			(5	)			(42	)
Other Operating and Maintenance (16)			(0.16	)			(89	)			(12	)			2				(39	)			14				(124	)
Depreciation and Amortization Expense (17)			(0.18	)			(59	)			(18	)			(5	)			(54	)			(7	)			(143	)
Nuclear Decommissioning Trust Fund Special Transfer Tax Deduction (18)			(0.07	)			(41	)			—				—				—				(2	)			(43	)
Equity in Losses of Unconsolidated Affiliates (19)			(0.02	)			(12	)			—				—				—				—				(12	)
Income Taxes (20)			(0.03	)			(16	)			(7	)			(6	)			3				9				(17	)
Interest Expense, Net			(0.07	)			(32	)			9				4				(25	)			(7	)			(51	)
Other (21)			(0.01	)			8				2				20				(35	)			—				(5	)
Share Differential (22)			(0.29	)			—				—				—				—				—				—
2012 Adjusted (non-GAAP) Operating Earnings (Loss)			1.44				808				130				182				32				(27	)			1,125
2012 Adjusted (non-GAAP) Operating Earnings (Loss) Adjustments:
Mark-to-Market Impact of Economic Hedging Activities			0.21				157				—				—				—				10				167
Unrealized Gains Related to NDT Fund Investments (1)			0.02				17				—				—				—				—				17
Plant Retirements and Divestitures (2)			(0.01	)			(7	)			—				—				—				—				(7	)
Constellation Merger and Integration Costs (5)			(0.23	)			(102	)			(1	)			(7	)			(2	)			(68	)			(180	)
Maryland Commitments (23)			(0.29	)			(22	)			—				—				(83	)			(122	)			(227	)
Amortization of Commodity Contract Intangibles (24)			(0.46	)			(358	)			—				—				—				—				(358	)
FERC Settlement (25)			(0.22	)			(172	)			—				—				—				—				(172	)
Reassessment of State Deferred Income Taxes (26)			0.16				13				—				—				—				108				121
Amortization of the Fair Value of Certain Debt (27)			—				3				—				—				—				—				3
Other Acquisition Costs			—				(3	)			—				—				—				—				(3	)
2012 GAAP Earnings (Loss)		$	0.62			$	334			$	129			$	175			$	(53	)		$	(99	)		$	486

---

(a)

For the six months ended June 30, 2012, includes financial results for Constellation and BGE beginning on March 12, 2012, the date the merger was completed. Therefore, the results of operations from 2012 and 2011 are not comparable for Generation, BGE, Other and Exelon. The explanations below identify any significant or unusual items affecting the results of operations.

(b)	Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investment activities.

(c)

As approved by the Maryland PSC, BGE records a monthly adjustment to residential and the majority of its commercial and industrial customers to eliminate the effect of abnormal weather and usage patterns per customer on distribution volumes, thereby recovering a specified dollar amount of distribution revenues per customer, by customer class, regardless of changes in consumption levels. Therefore, while these revenues are affected by customer growth, they will not be affected by actual weather or usage conditions.

 

(1)	Reflects the impact of unrealized gains in 2011 and 2012 on NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements.

(2)

Primarily reflects incremental accelerated depreciation associated with the retirement of four fossil generating units and compensation for operating two of the units past their planned May 31, 2011 retirement date under a FERC-approved reliability-must-run rate schedule. For 2012, also reflects revenues and operating expenses related to three generation facilities required to be sold within 180 days of the merger.

(3)	Reflects the impact of a one-time, non-cash charge to remeasure deferred taxes at higher corporate tax rates pursuant to the Illinois tax rate change legislation.

(4)	Reflects one-time benefits pursuant to the ComEd 2011 electric distribution rate case order for the recovery of previously incurred costs related to the 2009 restructuring plan and for the passage of Federal health care legislation in 2010.

(5)	Reflects certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(6)	Primarily reflects the impact of decreased planned nuclear outage days in 2012, excluding CENG.

(7)	Primarily reflects the impact of higher nuclear fuel prices, excluding CENG.

(8)	Primarily reflects the addition of Constellation’s financial results in 2012, partially offset by the impact of decreased realized market prices for the sale of energy in the Mid-Atlantic and Midwest regions.

(9)	Reflects intercompany expense in 2011 at Generation for upgrades in transmission assets owned by ComEd, which are reflected as assets at Exelon Corporate.

(10)	Reflects the impacts on distribution revenues recorded prior to December 31, 2011, pursuant to the final order issued by the ICC on the 2011 performance based formula rate proceeding under EIMA.

(11)

For ComEd, primarily reflects increased distribution revenue pursuant to the 2011 electric distribution rate case order and the 2012 performance based formula rate, and increased cost recovery for energy efficiency and demand response programs (completely offset in operating and maintenance expense), partially offset by updates to the 2011 performance based formula rate.

(12)	Primarily reflects one-time net benefits pursuant to the 2011 ComEd electric distribution rate case order to reestablish previously expensed plant balances and to recognize the estimated recovery of funds for working capital related to the procurement of energy.

(13)

Primarily reflects the impacts of increased wages and other benefits and increased contracting expenses (exclusive of planned nuclear refueling outages and incremental storm costs). At ComEd, increased contracting expenses primarily resulted from new projects related to EIMA. At PECO, decreased contracting expenses primarily relates to a reduction in construction and maintenance projects in 2012.

(14)	Primarily reflects the impact of decreased planned nuclear refueling outage days in 2012, excluding Salem and CENG.

(15)	The increase in pension and OPEB costs primarily reflect the impact of lower discount rates and expected return on assets for 2012 as compared to 2011.

(16)	Primarily reflects increased costs at ComEd associated with energy efficiency and demand response programs (completely offset by increased other energy delivery revenues at ComEd), partially offset by decreased storm costs in the ComEd and PECO service territory.

(17)	Includes increased depreciation expense across the operating companies due to ongoing capital expenditures.

(18)

Reflects one-time interest and tax benefits in 2011 associated with a change in the timing of the deduction for the transfer of cash or investments from nonqualified nuclear decommissioning trust funds to qualified decommissioning trust funds pursuant to the Energy Policy Act of 2005 and related Treasury Regulations.

(19)	Primarily reflects the non-cash amortization of the basis difference recorded at fair value at the merger date and equity in losses in CENG.

(20)	Primarily reflects a reduction in Generation’s manufacturing deduction benefits.

(21)

For Generation, primarily reflects realized NDT fund gains related to changes to the investment strategy and favorable market conditions in 2012. For PECO, primarily reflects decreased gross receipts tax (completely offset by decreased PECO margins) and the impact of a sales and use tax reserve reduction resulting from an audit.

(22)	Reflects the impact on earnings per share due to the increase in Exelon’s average diluted common shares outstanding as a result of the merger.

(23)	Reflects costs incurred as part of the Maryland order approving the merger transaction.

(24)	Represents the non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at the merger date.

(25)	Reflects costs incurred as part of a March 2012 settlement with the FERC to resolve a dispute related to Constellation’s prior period hedging and risk management transactions.

(26)	Reflects a change in state deferred tax rates resulting from a reassessment of anticipated apportionment of Exelon’s deferred taxes as a result of the merger.

(27)	Represents the non-cash amortization of certain debt recorded at fair value at the merger date expected to be retired in 2013.

 

11

---

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)

 

		Generation
		Three Months Ended June 30, 2012												Three Months Ended June 30, 2011
		GAAP (b)				Adjustments				Adjusted Non - GAAP				GAAP (b)				Adjustments				Adjusted Non - GAAP
Operating revenues		$	3,753			$	417	(c),(d),(e)		$	4,170			$	2,455			$	(8	)(c)		$	2,447
Operating expenses
Purchased power and fuel			1,852				262	(c),(d),(e)			2,114				841				(124	)(d)			717
Operating and maintenance			1,209				(126	)(c),(f)			1,083				763				(4	)(c),(f)			759
Depreciation, amortization, accretion and depletion			204				(14	)(c),(f)			190				138				(22	)(c)			116
Taxes other than income			90				(2	)(c)			88				66				—				66
Total operating expenses			3,355				120				3,475				1,808				(150	)			1,658
Equity in loss of unconsolidated affiliates			(57	)			52	(e),(f)			(5	)			—				—				—
Operating income			341				349				690				647				142				789
Other income and deductions
Interest expense			(85	)			(5	)(g)			(90	)			(45	)			—				(45	)
Other, net			(33	)			62	(c),(f),(h)			29				76				(25	)(h)			51
Total other income and deductions			(118	)			57				(61	)			31				(25	)			6
Income before income taxes			223				406				629				678				117				795
Income taxes			58				173	(c),(d),(e),  (f),(g),(h)			231				235				37	(c),(d),  (f),(h)			272
Net income			165				233				398				443				80				523
Net loss attributable to noncontrolling interests			(1	)			—				(1	)			—				—				—
Net income on common stock		$	166			$	233			$	399			$	443			$	80			$	523
		Six Months Ended June 30, 2012 (a)												Six Months Ended June 30, 2011
		GAAP (b)				Adjustments				Adjusted Non - GAAP				GAAP (b)				Adjustments				Adjusted Non - GAAP
Operating revenues		$	6,492			$	462	(c),(d),(e)		$	6,954			$	5,098			$	(8	)(c)		$	5,090
Operating expenses
Purchased power and fuel			2,896				262	(c),(d),(e),(f)			3,158				1,724				(272	)(d)			1,452
Operating and maintenance			2,382				(447	)(c),(e),(f),  (i),(j),(k)			1,935				1,517				(6	)(c),(f)			1,511
Depreciation, amortization, accretion and depletion			357				(30	)(c),(f)			327				277				(46	)(c)			231
Taxes other than income			164				(3	)(c)			161				132				—				132
Total operating expenses			5,799				(218	)			5,581				3,650				(324	)			3,326
Equity in earnings of unconsolidated affiliates			(79	)			60	(e),(f)			(19	)			—				—				—
Operating income			614				740				1,354				1,448				316				1,764
Other income and deductions
Interest expense			(138	)			(6	)(g)			(144	)			(91	)			—				(91	)
Other, net			145				(57	)(c),(f),(h)			88				152				(88	)(h)			64
Total other income and deductions			7				(63	)			(56	)			61				(88	)			(27	)
Income before income taxes			621				677				1,298				1,509				228				1,737
Income taxes			289				203	(c),(d),(e),  (f),(g),(h),  (i),(j),(k),(l)			492				571				45	(c),(d),(f),  (h),(m)			616
Net income			332				474				806				938				183				1,121
Net income attributable to noncontrolling interests			(2	)			—				(2	)			—				—				—
Net income on common stock		$	334			$	474			$	808			$	938			$	183			$	1,121

 

(a)	Includes financial results for Constellation beginning on March 12, 2012, the date the merger was completed.

(b)	Results reported in accordance with GAAP.

(c)	Adjustment to exclude costs associated with the retirement of fossil generating units, the impacts of the FERC approved reliability-must-run rate schedule, and the revenues and operating expenses related to three generation facilities required to be sold within 180 days of the merger.

(d)	Adjustment to exclude the mark-to-market impact of Generation’s economic hedging activities.

(e)	Adjustment to exclude the non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at the merger date.

(f)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(g)	Adjustment to exclude the non-cash amortization of certain debt recorded at fair value at the merger date expected to be retired in 2013.

(h)	Adjustment to exclude the unrealized (gains) losses in 2012 and 2011 associated with Generation’s NDT fund investments and the associated contractual accounting relating to income taxes.

(i)	Adjustment to exclude costs incurred as part of the Maryland order approving the merger transaction.

(j)	Adjustment to exclude costs associated with the March 2012 settlement with the FERC.

(k)	Adjustment to exclude certain costs associated with various acquisitions.

(l)	Adjustment to exclude a one-time, non-cash benefit associated with a change in state deferred tax rates resulting from a reassessment of anticipated apportionment of Exelon’s deferred taxes as a result of the merger.

(m)	Adjustment to exclude a one-time, non-cash charge to remeasure deferred taxes at higher corporate tax rates pursuant to the Illinois tax rate change legislation.

 

12

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EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)

 

		ComEd
		Three Months Ended June 30, 2012												Three Months Ended June 30, 2011
		GAAP (a)				Adjustments				Adjusted Non- GAAP				GAAP (a)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	1,281			$	—			$	1,281			$	1,444			$	—			$	1,444
Operating expenses
Purchased power			587				—				587				716				—				716
Operating and maintenance			331				—				331				268				13	(b)			281
Depreciation and amortization			152				—				152				136				—				136
Taxes other than income			69				—				69				70				—				70
Total operating expenses			1,139				—				1,139				1,190				13				1,203
Operating income			142				—				142				254				(13	)			241
Other income and deductions
Interest expense			(74	)			—				(74	)			(86	)			—				(86	)
Other, net			3				—				3				4				—				4
Total other income and deductions			(71	)			—				(71	)			(82	)			—				(82	)
Income before income taxes			71				—				71				172				(13	)			159
Income taxes			29				—				29				58				4	(b)			62
Net income		$	42			$	—			$	42			$	114			$	(17	)		$	97
		Six Months Ended June 30, 2012												Six Months Ended June 30, 2011
		GAAP (a)				Adjustments				Adjusted Non- GAAP				GAAP (a)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	2,670			$	—			$	2,670			$	2,910			$	—			$	2,910
Operating expenses
Purchased power			1,208				—				1,208				1,505				—				1,505
Operating and maintenance			650				(2	)(c)			648				534				13	(b)			547
Depreciation and amortization			300				—				300				270				—				270
Taxes other than income			144				—				144				147				—				147
Total operating expenses			2,302				(2	)			2,300				2,456				13				2,469
Operating income			368				2				370				454				(13	)			441
Other income and deductions
Interest expense			(156	)			—				(156	)			(172	)			—				(172	)
Other, net			7				—				7				8				—				8
Total other income and deductions			(149	)			—				(149	)			(164	)			—				(164	)
Income before income taxes			219				2				221				290				(13	)			277
Income taxes			90				1	(c)			91				107				—	(b),(d)			107
Net income		$	129			$	1			$	130			$	183			$	(13	)		$	170

 

(a)	Results reported in accordance with GAAP.

(b)	Adjustment to exclude one-time benefits for the recovery of previously incurred costs related to the 2009 restructuring plan and for the passage of Federal health care legislation in 2010.

(c)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(d)	Adjustment to exclude a one-time, non-cash charge to remeasure deferred taxes at higher corporate tax rates pursuant to the Illinois tax rate change legislation.

 

13

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EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)

 

		PECO
		Three Months Ended June 30, 2012												Three Months Ended June 30, 2011
		GAAP (a)				Adjustments				Adjusted Non- GAAP				GAAP (a)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	715			$	—			$	715			$	842			$	—			$	842
Operating expenses
Purchased power and fuel			296				—				296				408				—				408
Operating and maintenance			172				(4	)(b)			168				172				—				172
Depreciation and amortization			54				—				54				50				—				50
Taxes other than income			42				—				42				51				—				51
Total operating expenses			564				(4	)			560				681				—				681
Operating income			151				4				155				161				—				161
Other income and deductions
Interest expense			(31	)			—				(31	)			(34	)			—				(34	)
Other, net			2				—				2				3				—				3
Total other income and deductions			(29	)			—				(29	)			(31	)			—				(31	)
Income before income taxes			122				4				126				130				—				130
Income taxes			42				2	(b)			44				47				—				47
Net income			80				2				82				83				—				83
Preferred security dividends			1				—				1				1				—				1
Net income on common stock		$	79			$	2			$	81			$	82			$	—			$	82
		Six Months Ended June 30, 2012												Six Months Ended June 30, 2011
		GAAP (a)				Adjustments				Adjusted Non- GAAP				GAAP (a)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	1,590			$	—			$	1,590			$	1,996			$	—			$	1,996
Operating expenses
Purchased power and fuel			707				—				707				1,042				—				1,042
Operating and maintenance			375				(10	)(b)			365				378				—				378
Depreciation and amortization			107				—				107				98				—				98
Taxes other than income			74				—				74				106				—				106
Total operating expenses			1,263				(10	)			1,253				1,624				—				1,624
Operating income			327				10				337				372				—				372
Other income and deductions
Interest expense			(62	)			—				(62	)			(68	)			—				(68	)
Other, net			5				—				5				8				—				8
Total other income and deductions			(57	)			—				(57	)			(60	)			—				(60	)
Income before income taxes			270				10				280				312				—				312
Income taxes			93				3	(b)			96				102				—				102
Net income			177				7				184				210				—				210
Preferred security dividends			2				—				2				2				—				2
Net income on common stock		$	175			$	7			$	182			$	208			$	—			$	208

 

(a)	Results reported in accordance with GAAP.

(b)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

 

14

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EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)

 

		BGE
		Three Months Ended June 30, 2011
		GAAP (a)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	616			$	—			$	616
Operating expenses
Purchased power and fuel			285				—				285
Operating and maintenance			161				(3	)(b)			158
Depreciation and amortization			71				—				71
Taxes other than income			47				—				47
Total operating expenses			564				(3	)			561
Operating income (loss)			52				3				55
Other income and deductions
Interest expense			(34	)			—				(34	)
Other, net			7				—				7
Total other income and deductions			(27	)			—				(27	)
Income (loss) before income taxes			25				3				28
Income taxes			9				2	(b)			11
Net income (loss)			16				1				17
Preference stock dividends			3				—				3
Net income (loss) on common stock		$	13			$	1			$	14
		March 12, 2012 through June 30, 2012
		GAAP (a)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	668			$	113	(c)		$	781
Operating expenses
Purchased power and fuel			352				—				352
Operating and maintenance			222				(32	)(b),(c)			190
Depreciation and amortization			90				—				90
Taxes other than income			57				2	(c)			59
Total operating expenses			721				(30	)			691
Operating income (loss)			(53	)			143				90
Other income and deductions
Interest expense			(42	)			—				(42	)
Other, net			8				—				8
Total other income and deductions			(34	)			—				(34	)
Income (loss) before income taxes			(87	)			143				56
Income taxes			(38	)			58	(b),(c)			20
Net income (loss)			(49	)			85				36
Preference stock dividends			4				—				4
Net income (loss) on common stock		$	(53	)		$	85			$	32

 

(a)	Results reported in accordance with GAAP.

(b)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(c)	Adjustment to exclude costs incurred as part of the Maryland order approving the merger transaction.

 

15

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EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)

 

		Other (a)
		Three Months Ended June 30, 2012 (b)												Three Months Ended June 30, 2011
		GAAP (c)				Adjustments				Adjusted Non- GAAP				GAAP (c)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	(411	)		$	(5	)(d)		$	(416	)		$	(245	)		$	—			$	(245	)
Operating expenses
Purchased power and fuel			(414	)			—				(414	)			(249	)			—				(249	)
Operating and maintenance			(2	)			(11	)(e)			(13	)			23				(24	)(e)			(1	)
Depreciation and amortization			13				—				13				5				—				5
Taxes other than income			6				—				6				4				—				4
Total operating expenses			(397	)			(11	)			(408	)			(217	)			(24	)			(241	)
Operating loss			(14	)			6				(8	)			(28	)			24				(4	)
Other income and deductions
Interest expense			(32	)			—				(32	)			(17	)			—				(17	)
Other, net			20				—				20				18				—				18
Total other income and deductions			(12	)			—				(12	)			1				—				1
Loss before income taxes			(26	)			6				(20	)			(27	)			24				(3	)
Income taxes			(12	)			6	(d),(e),(f)			(6	)			(8	)			10	(e)			2
Net loss		$	(14	)		$	—			$	(14	)		$	(19	)		$	14			$	(5	)
		Six Months Ended June 30, 2012 (b)												Six Months Ended June 30, 2011
		GAAP (c)				Adjustments				Adjusted Non- GAAP				GAAP (c)				Adjustments				Adjusted Non- GAAP
Operating revenues		$	(780	)		$	(16	)(d)		$	(796	)		$	(553	)		$	—			$	(553	)
Operating expenses
Purchased power and fuel			(792	)			—				(792	)			(555	)			—				(555	)
Operating and maintenance			206				(225	)(e),(g)			(19	)			20				(24	)(e)			(4	)
Depreciation and amortization			22				—				22				11				—				11
Taxes other than income			9				—				9				9				—				9
Total operating expenses			(555	)			(225	)			(780	)			(515	)			(24	)			(539	)
Operating loss			(225	)			209				(16	)			(38	)			24				(14	)
Other income and deductions
Interest expense			(53	)			—				(53	)			(32	)			—				(32	)
Other, net			29				—				29				28				—				28
Total other income and deductions			(24	)			—				(24	)			(4	)			—				(4	)
Loss before income taxes			(249	)			209				(40	)			(42	)			24				(18	)
Income taxes			(150	)			137	(d),(e),  (f),(g)			(13	)			(1	)			6	(e),(h)			5
Net loss		$	(99	)		$	72			$	(27	)		$	(41	)		$	18			$	(23	)

 

(a)	Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investment activities.

(b)	Includes financial results for Constellation and BGE, beginning on March 12, 2012, the date the merger was completed.

(c)	Results reported in accordance with GAAP.

(d)	Adjustment to exclude the mark-to-market impact of Exelon’s economic hedging activities.

(e)	Adjustment to exclude certain costs incurred associated with the merger, including transaction costs, employee-related expenses (e.g. severance, relocation and retention bonuses) and integration initiatives.

(f)	Adjustment to exclude a one-time, non-cash benefit associated with a change in state deferred tax rates resulting from a reassessment of anticipated apportionment of Exelon’s deferred taxes as a result of the merger.

(g)	Adjustment to exclude costs incurred as part of the Maryland order approving the merger transaction.

(h)	Adjustment to exclude a one-time, non-cash charge to remeasure deferred taxes at higher corporate tax rates pursuant to the Illinois tax rate change legislation.

 

16

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EXELON CORPORATION

Exelon Generation Statistics

 

		Three Months Ended
		Jun. 30, 2012 (a)				Mar. 31, 2012 (a)				Dec. 31, 2011				Sept. 30, 2011				Jun. 30, 2011
Supply (in GWhs)
Nuclear Generation (b)
Mid-Atlantic			12,277				12,064				11,587				12,158				11,172
Midwest			22,860				23,198				23,306				23,887				21,995
Total Nuclear Generation			35,137				35,262				34,893				36,045				33,167
Fossil and Renewables (b)
Mid-Atlantic (b)(d)			2,316				1,791				1,637				1,722				2,052
Midwest			228				272				188				88				163
New England			2,755				889				—				2				2
New York			—				—				—				—				—
ERCOT (e)			2,177				840				457				1,214				207
Other (f)			1,923				819				394				249				431
Total Fossil and Renewables			9,399				4,611				2,676				3,275				2,855
Purchased Power
Mid-Atlantic (c)			7,111				2,577				739				702				707
Midwest			1,558				2,552				1,143				1,756				1,659
New England			3,905				1,100				—				—				—
New York (c)			2,818				935				—				—				—
ERCOT (e)			6,686				2,832				1,150				2,928				1,834
Other (f)			6,012				1,769				482				887				577
Total Purchased Power			28,090				11,765				3,514				6,273				4,777
Total Supply/Sales by Region (h)
Mid-Atlantic (g)			21,704				16,432				13,963				14,582				13,931
Midwest (g)			24,646				26,022				24,637				25,731				23,817
New England			6,660				1,989				—				2				2
New York			2,818				935				—				—				—
ERCOT			8,863				3,672				1,607				4,142				2,041
Other (f)			7,935				2,588				876				1,136				1,008
Total Supply/Sales by Region			72,626				51,638				41,083				45,593				40,799
		Three Months Ended
		Jun. 30, 2012 (a)				Mar. 31, 2012 (a)				Dec. 31, 2011				Sept. 30, 2011				Jun. 30, 2011
Average Margin ($/MWh) (i) (j)
Mid-Atlantic (k)		$	40.68			$	46.86			$	56.08			$	57.19			$	58.79
Midwest (k)			31.00				31.40				34.18				33.15				37.28
New England			9.01				19.61				n.m.				n.m.				n.m.
New York			13.84				8.56				n.m.				n.m.				n.m.
ERCOT			13.43				9.26				(6.02	)			24.46				(6.52	)
Other (f)			4.28				5.41				(4.13	)			(4.86	)			3.08
Average Margin—Overall Portfolio		$	26.15			$	32.57			$	39.31			$	39.19			$	41.59
Around-the-clock Market Prices ($/MWh) (l)
PJM West Hub		$	30.40			$	31.10			$	35.07			$	46.17			$	47.27
NiHub			26.02				27.13				25.97				37.30				34.94
New England Mass Hub ATC Spark Spread			7.77				0.80				6.70				13.30				7.43
NYPP Zone A			27.87				27.18				32.03				40.89				37.03
ERCOT North Spark Spread			6.01				3.46				1.11				36.70				6.73

 

(a)	Includes results for Constellation beginning on March 12, 2012, the date the merger was completed.

(b)	Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and does not include ownership through equity method investments (e.g. CENG).

(c)	Purchased power includes physical volumes of 3,225 GWhs and 319 GWhs in the Mid-Atlantic and 2,817 GWhs and 722 GWhs in New York as a result of the PPA with CENG for the three months ended June 30, 2012 and March 31, 2012, respectively.

(d)	Excludes generation under the reliability-must-run rate schedule and generation of Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilities planned for divestiture as a result of the Exelon and Constellation merger.

(e)	Generation from Wolf Hollow is included in purchased power for the period ending June 30, 2011 and through the acquisition date of August 24, 2011, and included within Fossil and Renewables subsequent to the acquisition date.

(f)	Other Regions includes South, West and Canada, which are not considered individually significant.

(g)	Includes affiliate sales to PECO and BGE in the Mid-Atlantic region and affiliate sales to ComEd in the Midwest region.

(h)	Total sales do not include physical proprietary trading volumes of 4,248 GWhs, 1,888 GWhs, 1,235 GWhs, 1,679 GWhs and 1,496 GWhs for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(i)

Excludes Generation’s other business activities not allocated to a region, including retail and wholesale gas, upstream natural gas, proprietary trading, energy efficiency, energy management and demand response, and the design, construction and operation of renewable energy facilities. Also excludes Generation’s compensation under the reliability-must-run rate schedule, the financial results of Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilities planned for divestiture as a result of the merger, amortization of certain intangible assets relating to commodity contracts recorded at fair value as a result of the Exelon and Constellation merger and other miscellaneous revenues not allocated to a region.

(j)	Excludes the mark-to-market impact of Generation’s economic hedging activities.

(k)	Includes affiliate sales to PECO and BGE in the Mid-Atlantic region and affiliate sales to ComEd and settlements of the ComEd swap in the Midwest region.

(l)	Represents the average for the quarter.

 

17

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EXELON CORPORATION

Exelon Generation Statistics

Six Months Ended June 30, 2012 and 2011

 

		June 30, 2012 (a)				June 30, 2011
Supply (in GWhs)
Nuclear Generation (b)
Mid-Atlantic			24,341				23,543
Midwest			46,058				44,816
Total Nuclear Generation			70,399				68,359
Fossil and Renewables (b)
Mid-Atlantic (b)(d)			4,107				4,214
Midwest			500				320
New England			3,644				6
ERCOT (e)			3,017				358
Other (f)			2,742				789
Total Fossil and Renewables			14,010				5,687
Purchased Power
Mid-Atlantic (c)			9,688				1,457
Midwest			4,110				3,071
New England			5,005				—
New York (c)			3,753				—
ERCOT (e)			9,518				3,459
Other (f)			7,781				1,134
Total Purchased Power			39,855				9,121
Total Supply/Sales by Region (h)
Mid-Atlantic(g)			38,136				29,214
Midwest (g)			50,668				48,207
New England			8,649				6
New York			3,753				—
ERCOT			12,535				3,817
Other (f)			10,523				1,923
Total Supply/Sales by Region			124,264				83,167
		June 30, 2012 (a)				June 30, 2011
Average Margin ($/MWh) (i) (j)
Mid-Atlantic (k)		$	43.35			$	59.29
Midwest (k)			31.20				38.40
New England			11.45				n.m.
New York			12.52				n.m.
ERCOT			12.21				(2.10	)
Other (f)			4.56				(2.60	)
Average Margin—Overall Portfolio		$	28.82			$	42.97
Around-the-clock Market Prices ($/MWh) (l)
PJM West Hub		$	30.75			$	46.55
NiHub			26.57				34.52
NEPOOL Mass Hub			6.17				7.46
NYPP Zone A			29.55				37.51
ERCOT North Spark Spread			4.78				3.34

 

(a)	Includes results for Constellation beginning on March 12, 2012, the date the merger was completed.

(b)	Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and does not include ownership through equity method investments (e.g. CENG).

(c)	Purchased power includes physical volumes of 3,554 GWhs in the Mid-Atlantic and 3,539 GWhs in New York as a result of the PPA with CENG for the six months ended June 30, 2012.

(d)	Excludes generation under the reliability-must-run rate schedule and generation of Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilities planned for divestiture as a result of the Exelon and Constellation merger.

(e)	Generation from Wolf Hollow is included in purchased power for the period ending June 30, 2011 and through the acquisition date of August 24, 2011, and included within Fossil and Renewables subsequent to the acquisition date.

(f)	Other Regions includes South, West and Canada, which are not considered individually significant.

(g)	Includes affiliate sales to PECO and BGE in the Mid-Atlantic region and affiliate sales to ComEd in the Midwest region.

(h)	Total sales do not include physical proprietary trading volumes of 6,077 GWhs and 2,829 GWhs for the six months ended June 30, 2012 and 2011, respectively.

(i)

Excludes Generation’s other business activities not allocated to a region, including retail and wholesale gas, upstream natural gas, proprietary trading, energy efficiency, energy management and demand response, and the design, construction and operation of renewable energy facilities. Also excludes Generation’s compensation under the reliability-must-run rate schedule, the financial results of Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilities planned for divestiture as a result of the merger, amortization of certain intangible assets relating to commodity contracts recorded at fair value as a result of the Exelon and Constellation merger and other miscellaneous revenues not allocated to a region.

(j)	Excludes the mark-to-market impact of Generation’s economic hedging activities.

(k)	Includes affiliate sales to PECO and BGE in the Mid-Atlantic region and affiliate sales to ComEd and settlements of the ComEd swap in the Midwest region.

(l)	Represents the average for the quarter.

 

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EXELON CORPORATION

ComEd Statistics

 

		Three Months Ended June 30, 2012 and 2011
		Electric Deliveries (in GWhs)																Revenue (in millions)
		2012				2011				% Change				Weather- Normal %  Change				2012				2011				% Change
Retail Deliveries and Sales (a)
Residential			6,674				6,277				6.3	%			(2.7	)%		$	720			$	800				(10.0	)%
Small Commercial & Industrial			7,888				7,763				1.6	%			(1.8	)%			306				386				(20.7	)%
Large Commercial & Industrial			6,839				6,698				2.1	%			0.4	%			94				95				(1.1	)%
Public Authorities & Electric Railroads			293				286				2.4	%			2.4	%			9				12				(25.0	)%
Total Retail			21,694				21,024				3.2	%			(1.3	)%			1,129				1,293				(12.7	)%
Other Revenue (b)																			152				151				0.7	%
Total Electric Revenue																		$	1,281			$	1,444				(11.3	)%
Purchased Power																		$	587			$	716				(18.0	)%

 

														% Change
Heating and Cooling Degree-Days		2012				2011				Normal				From 2011				From Normal
Heating Degree-Days			544				823				765				(33.9	)%			(28.9	)%
Cooling Degree-Days			423				237				218				78.5	%			94.0	%

 

		Six Months Ended June 30, 2012 and 2011
		Electric Deliveries (in GWhs)																Revenue (in millions)
		2012				2011				% Change				Weather- Normal %  Change				2012				2011				% Change
Retail Deliveries and Sales (a)
Residential			13,080				13,231				(1.1	)%			(1.6	)%		$	1,496			$	1,634				(8.4	)%
Small Commercial & Industrial			15,804				15,837				(0.2	)%			(0.3	)%			654				767				(14.7	)%
Large Commercial & Industrial			13,542				13,517				0.2	%			0.6	%			194				186				4.3	%
Public Authorities & Electric Railroads			617				616				0.2	%			3.3	%			21				26				(19.2	)%
Total Retail			43,043				43,201				(0.4	)%			(0.4	)%			2,365				2,613				(9.5	)%
Other Revenue (b)																			305				297				2.7	%
Total Electric Revenue																		$	2,670			$	2,910				(8.2	)%
Purchased Power																		$	1,208			$	1,505				(19.7	)%

 

														% Change
Heating and Cooling Degree-Days		2012				2011				Normal				From 2011				From Normal
Heating Degree-Days			2,928				4,155				3,929				(29.5	)%			(25.5	)%
Cooling Degree-Days			462				237				218				94.9	%			111.9	%

 

Number of Electric Customers		2012				2011
Residential			3,456,312				3,447,194
Small Commercial & Industrial			365,474				364,902
Large Commercial & Industrial			1,990				2,007
Public Authorities & Electric Railroads			4,793				4,914
Total			3,828,569				3,819,017

 

(a)

Reflects delivery revenues and volumes from customers purchasing electricity directly from ComEd and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed delivery charges. For customers purchasing electricity from ComEd, revenue also reflects the cost of energy and transmission.

(b)	Other revenue primarily includes transmission revenue from PJM Interconnection, LLC (PJM). Other items include late payment charges and mutual assistance program revenues.

 

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EXELON CORPORATION

PECO Statistics

 

		Three Months Ended June 30, 2012 and 2011
		Electric and Gas Deliveries																Revenue (in millions)
		2012				2011				% Change				Weather- Normal %  Change				2012				2011				% Change
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential			2,929				3,075				(4.7	)%			(0.7	)%		$	393			$	451				(12.9	)%
Small Commercial & Industrial			1,959				2,026				(3.3	)%			(1.9	)%			119				165				(27.9	)%
Large Commercial & Industrial			3,743				3,954				(5.3	)%			(4.9	)%			58				67				(13.4	)%
Public Authorities & Electric Railroads			237				229				3.5	%			3.5	%			8				9				(11.1	)%
Total Retail			8,868				9,284				(4.5	)%			(2.7	)%			578				692				(16.5	)%
Other Revenue (b)																			57				61				(6.6	)%
Total Electric Revenue																			635				753				(15.7	)%
Gas (in mmcfs)
Retail Deliveries and Sales
Retail Sales (c)			6,228				6,561				(5.1	)%			(1.1	)%			73				82				(11.0	)%
Transportation and Other			5,835				6,278				(7.1	)%			(6.7	)%			7				7				0.0	%
Total Gas			12,063				12,839				(6.0	)%			(3.7	)%			80				89				(10.1	)%
Total Electric and Gas Revenues																		$	715			$	842				(15.1	)%
Purchased Power and Fuel																		$	296			$	408				(27.5	)%

 

														% Change
Heating and Cooling Degree-Days		2012				2011				Normal				From 2011				From Normal
Heating Degree-Days			337				331				463				1.8	%			(27.2	)%
Cooling Degree-Days			430				494				348				(13.0	)%			23.6	%

 

		Six Months Ended June 30, 2012 and 2011
		Electric and Gas Deliveries																Revenue (in millions)
		2012				2011				% Change				Weather- Normal %  Change				2012				2011				% Change
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential			6,095				6,665				(8.6	)%			(1.7	)%		$	800			$	944				(15.3	)%
Small Commercial & Industrial			3,910				4,165				(6.1	)%			(3.5	)%			237				334				(29.0	)%
Large Commercial & Industrial			7,380				7,642				(3.4	)%			(3.4	)%			111				175				(36.6	)%
Public Authorities & Electric Railroads			474				471				0.6	%			0.6	%			16				20				(20.0	)%
Total Retail			17,859				18,943				(5.7	)%			(2.7	)%			1,164				1,473				(21.0	)%
Other Revenue (b)																			114				126				(9.5	)%
Total Electric Revenue																			1,278				1,599				(20.1	)%
Gas (in mmcfs)
Retail Deliveries and Sales
Retail Sales (c)			28,655				35,295				(18.8	)%			0.8	%			295				378				(22.0	)%
Transportation and Other			13,601				15,238				(10.7	)%			(9.4	)%			17				19				(10.5	)%
Total Gas			42,256				50,533				(16.4	)%			(2.2	)%			312				397				(21.4	)%
Total Electric and Gas Revenues																		$	1,590			$	1,996				(20.3	)%
Purchased Power and Fuel																		$	707			$	1,042				(32.1	)%

 

														% Change
Heating and Cooling Degree-Days		2012				2011				Normal				From 2011				From Normal
Heating Degree-Days			2,251				2,837				2,939				(20.7	)%			(23.4	)%
Cooling Degree-Days			434				494				348				(12.1	)%			24.7	%

 

Number of Electric Customers		2012				2011				Number of Gas Customers		2012				2011
Residential			1,417,346				1,412,692			Residential			452,478				449,066
Small Commercial & Industrial			148,837				148,116			Commercial & Industrial			41,383				40,956
Large Commercial & Industrial			3,107				3,127			Total Retail			493,861				490,022
Public Authorities & Electric Railroads			9,680				9,661			Transportation			888				864
Total			1,578,970				1,573,596			Total			494,749				490,886

 

(a)

Reflects delivery volumes and revenues from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from PECO, revenue also reflects the cost of energy and transmission.

(b)	Other revenue includes transmission revenue from PJM and wholesale electric revenues.

(c)

Reflects delivery volumes and revenues from customers purchasing natural gas directly from PECO and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges. For customers purchasing natural gas from PECO, revenue also reflects the cost of natural gas.

 

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EXELON CORPORATION

BGE Statistics

 

Three Months Ended June 30, 2012
		Electric and Gas Deliveries				Revenue (in millions)
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential			2,663			$	295
Small Commercial & Industrial			4,035				149
Large Commercial & Industrial			637				10
Public Authorities & Electric Railroads			48				7
Total Retail			7,383				461
Other Revenues (b)							57
Total Electric Revenue							518
Gas (in mmcfs)
Retail Deliveries and Sales (c)
Retail Sales			15,535				84
Transportation and Other (d)			4,854				14
Total Gas			20,389				98
Total Electric and Gas Revenues						$	616
Purchased Power						$	246
Fuel							38
Total Purchased Power and Fuel						$	284

 

Heating and Cooling Degree-Days		2012
Heating Degree-Days			402
Cooling Degree-Days			289

 

March 12, 2012 through June 30, 2012
		Electric and Gas Deliveries				Revenue (in millions)
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential			3,278			$	282
Small Commercial & Industrial			4,178				161
Large Commercial & Industrial			1,480				31
Public Authorities & Electric Railroads			73				10
Total Retail			9,009				484
Other Revenues (b)							74
Total Electric Revenue							558
Gas (in mmcfs)
Retail Deliveries and Sales (c)
Retail Sales			20,402				90
Transportation and Other (d)			6,764				20
Total Gas			27,166				110
Total Electric and Gas Revenues						$	668
Purchased Power						$	299
Fuel							53
Total Purchased Power and Fuel						$	352

 

Heating and Cooling Degree-Days		2012
Heating Degree-Days			2,119
Cooling Degree-Days			289

 

As of June 30, 2012
Number of Electric Customers		2012				Number of Gas Customers		2012
Residential			1,115,107			Residential			610,073
Small Commercial & Industrial			119,338			Commercial & Industrial			44,011
Large Commercial & Industrial			5,432			Total Retail			654,084
Public Authorities & Electric Railroads			296			Transportation			—
Total			1,240,173			Total			654,084

 

(a)

Reflects delivery volumes and revenues from customers purchasing electricity directly from BGE and customers electing to receive electric generation service from a competitive electric generation supplier as all customers are assessed distribution charges. For customers purchasing electricity from BGE, revenue also reflects the cost of energy and transmission.

(b)	Other revenues includes wholesale transmission revenue and late payment charges.

(c)

Reflects delivery volumes and revenues from customers purchasing natural gas directly from BGE and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges. For customers purchasing natural gas from BGE, revenue also reflects the cost of natural gas.

(d)	Transportation and other gas revenue includes off-system revenue of 4,854 mmcfs ($12M) for the three months ended June 30, 2012 and off-system revenue of 6,764 mmcfs ($17M) from March 12, 2012 through June 30, 2012.

 

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