Exelon Announces Fourth Quarter and Full Year 2012 Results; Introduces 2013 Guidance; Declares First Quarter Dividend and Sets

  Exelon Announces Fourth Quarter and Full Year 2012 Results; Introduces 2013
  Guidance; Declares First Quarter Dividend and Sets Revised Dividend Policy

Business Wire

CHICAGO -- February 7, 2013

Exelon Corporation (NYSE: EXC) announced fourth quarter and full year 2012
consolidated earnings as follows:

Exelon Consolidated Earnings (unaudited)
                                        Full Year        Fourth Quarter
                                       2012    2011    2012    2011
Adjusted (non-GAAP) Operating Results:                           
Net Income ($ millions)                  $2,330   $2,763   $547     $544
Diluted Earnings per Share              $2.85   $4.16   $0.64   $0.82
GAAP Results:
Net Income ($ millions)                  $1,160   $2,495   $378     $606
Diluted Earnings per Share              $1.42   $3.75   $0.44   $0.91
                                                                    

“Exelon had another strong year of operational performance and closed on a
very successful, transformational merger that gives us a presence across the
value chain,” said Christopher M. Crane, Exelon’s president and CEO. “Despite
major storms and severe economic challenges, we delivered 2012 earnings within
our guidance range. We have revised our dividend, effective with the second
quarter 2013 dividend, to position us to maintain our investment grade rating,
return a stable dividend and provide capacity to invest in growth.”

Fourth Quarter Operating Results

Fourth quarter 2012 earnings include financial results for Constellation
Energy 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.

As shown in the table above, Exelon’s adjusted (non-GAAP) operating earnings
declined to $0.64 per share in the fourth quarter of 2012 from $0.82 per share
in the fourth quarter of 2011. Earnings in fourth 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 across all regions;
  *Higher operating and maintenance expenses, including increased labor,
    contracting and materials and the impact of higher storm costs at PECO and
    BGE due to Sandy;
  *Impact of increased average diluted common shares outstanding as a result
    of the merger; and
  *Higher depreciation and amortization expense due to ongoing capital
    expenditures.

These factors were partially offset by:

  *The addition of Constellation Energy’s contribution to Generation’s energy
    margins; and
  *Favorable impacts of weather at ComEd and PECO.

Adjusted (non-GAAP) operating earnings for the fourth 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 Impact of Economic        $123                 $0.14
Hedging Activities
Unrealized Gains Related to NDT
(Nuclear Decommissioning Trust)           $2                    -
Fund Investments
Plant Retirements and Divestitures        ($38)                 ($0.05)
Constellation Merger and                  ($46)                 ($0.05)
Integration Costs
Non-Cash Remeasurement of Deferred        $1                    -
Income Taxes
Amortization of Commodity Contract        ($211)                ($0.24)
Intangibles
Amortization of the Fair Value of         $3                    -
Certain Debt
Asset Retirement Obligation               $5                    $0.01
Midwest Generation Bankruptcy            ($8)                 ($0.01)
Charges

Adjusted (non-GAAP) operating earnings for the fourth 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 Impact of Economic         $45                   $0.07
Hedging Activities
Unrealized Gains Related to NDT           $46                   $0.07
Fund Investments
Plant Retirements and Divestitures        ($4)                  ($0.01)
Constellation Merger and                  ($21)                 ($0.03)
Integration Costs
Non-Cash Remeasurement of Deferred       ($4)                 ($0.01)
Income Taxes
                                                                

Dividend

Exelon’s Board of Directors declared the first quarter 2013 dividend of $0.525
per share and approved a revised dividend policy going forward. The first
quarter dividend is payable on March 8, 2013, to shareholders of record at 5
p.m. EST on Feb. 19, 2013. The first quarter dividend is based on our previous
level of $2.10 per share on an annualized basis, while the new dividend
contemplates a regular $0.31 per share quarterly dividend beginning in the
second quarter of 2013 (or $1.24 per share on an annualized basis). Exelon
intends to maintain the normal cadence of quarterly dividend declarations by
the Board, so the Board will take formal action to declare the next dividend
in the second quarter.

2013 Earnings Outlook

Exelon introduced a guidance range for 2013 adjusted (non-GAAP) operating
earnings of $2.35 to $2.65 per share. Operating earnings guidance is based on
the assumption of normal weather.

The outlook for 2013 adjusted (non-GAAP) operating earnings for Exelon and its
subsidiaries excludes the following items:

  *Mark-to-market adjustments from economic hedging activities;
  *Financial impacts associated with the planned retirement of fossil
    generating units and the sale in the fourth quarter of 2012 of three
    generating stations as required by the merger;
  *Certain costs incurred related to the Constellation merger and integration
    initiatives;
  *Non-cash amortization of intangible assets, net, related to commodity
    contracts recorded at fair value at the merger date;
  *Non-cash amortization of certain debt recorded at fair value at the merger
    date expected to be retired in 2013;
  *Significant impairments of assets, including goodwill;
  *Other unusual items; and
  *Significant changes to GAAP.

Fourth Quarter and Recent Highlights

  *Nuclear Operations: Generation’s nuclear fleet, including its owned output
    from the Salem Generating Station, produced 34,882 gigawatt-hours (GWh) in
    the fourth quarter of 2012, compared with 34,893 GWh in the fourth 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 93.0 percent capacity factor for
    both the fourth quarter of 2012 and fourth quarter of 2011. The number of
    planned refueling outage days totaled 113 in the fourth quarter of 2012
    versus 103 days in the fourth quarter of 2011. The number of non-refueling
    outage days at the Exelon-operated plants totaled one day in the fourth
    quarter of 2012, compared with 11 days in the fourth quarter of 2011.
  *Fossil and Renewables Operations: The equivalent demand forced outage rate
    for Generation’s fossil fleet was 1.5 percent in the fourth quarter of
    2012, compared with 1.6 percent in the fourth quarter of 2011.The 2012
    results include former Constellation plants, exclusive of the Maryland
    Clean Coal plants that were sold on Dec. 3, 2012, whereas 2011 data
    includes only legacy Exelon plants. The equivalent availability factor for
    the hydroelectric facilities was 95.0 percent in the fourth quarter of
    2012, compared with 95.9 percent in the fourth quarter of 2011. The energy
    capture for the wind fleet was 92.2 percent in the fourth quarter of 2012,
    compared with 94.8 percent in the fourth quarter of 2011.
  *ComEd Distribution Formula Rate Cases: On Oct.3, 2012, the Illinois
    Commerce Commission (ICC) issued its final Order on Remand (Rehearing
    Order) in ComEd's expedited rehearing of specific items pursuant to the
    Electric Infrastructure Modernization Act (EIMA). The Rehearing Order
    (which covered docket 11-0721) addressed three key conclusions reached in
    the ICC's May Order: (1)ComEd's pension asset recovery; (2)the rate of
    interest to affix to over- or under-recovered costs; and (3)the use of a
    year-end or an "average year" rate base in determining ComEd's
    reconciliation revenue requirement. In the Rehearing Order, the ICC
    adopted ComEd's position on the return on its pension asset. As a result,
    ComEd recorded in the fourth quarter an increase in revenue of
    approximately $135 million pre-tax in 2012 consistent with the terms of
    the Rehearing Order.

    On Dec. 19, 2012, the ICC ruled on ComEd’s formula rate (docket 12-0321)
    setting rates for 2013 based on (1)2011 actual costs updated for 2012
    plant additions and the associated depreciation and accumulated deferred
    income taxes and (2) reconciling the revenue requirements underlying the
    rates in effect in 2011 with 2011 actual costs and factoring in the ROE
    Collar. The ICC approved a $72.6 million increase over the rates approved
    in docket 11-0721 on re-hearing. ComEd had requested an increase of $74.2
    million. The contested items from docket 11-0721 on re-hearing, such as
    use of average vs. year-end rate base and the interest rate on the
    reconciliation, are currently under appeal with the court and are not
    included in the approved amount.

  *Credit Facility Synergies: On Dec. 31, 2012, Exelon achieved targeted
    credit facility reductions and associated synergies with the termination
    of the $1.5 billion legacy Constellation revolver. Cost effective
    liquidity was established earlier in 2012 for all operating companies
    through 2017. The ComEd $1 billion facility was established in March 2012.
    Via the “Amend and Extend” program executed in August 2012, facilities
    were refinanced at BGE ($600 million), Exelon Corp ($500 million),
    Generation ($5.3 billion) and PECO ($600 million),
  *Pension Funding Strategy: Exelon executed a lump sum buyout offering for
    terminated vested employees in the largest pension plans (approximately
    7,500 former employees). This transaction involved using $260 million of
    pension trust assets to buyout terminated vested employees and permanently
    settling the associated obligation. Exelon’s gross pension liability was
    reduced by $425 million, resulting in a $165 million improvement in the
    funded status of the pension plans at year end. The lump sum buyout option
    was an incremental step in Exelon’s ongoing effort to manage benefit costs
    and de-risk the pension plans over time.
  *ComEd Like-Kind-Exchange: As previously disclosed, in 1999 ComEd deferred
    $1.2 billion of gain on the sale of its fossil generating facilities by
    acquiring like-kind property in a purchase leaseback transaction. In a
    recent decision, a court disallowed deductions stemming from a lease-in,
    lease-out transaction. This decision has caused Exelon to assess whether
    it is more likely than not that it will prevail in litigation with the IRS
    concerning the purchase leaseback transaction. As a result of the
    assessment, Exelon expects to record in the first quarter of 2013 a
    non-cash charge to earnings of approximately $270 million, which
    represents the full amount of interest expense (after-tax) and incremental
    state tax expense that would be payable if Exelon is unsuccessful in
    litigation. Of this amount, approximately $185 million will be recorded at
    ComEd and the balance at Exelon. These charges to expense will not be
    reflected in adjusted (non-GAAP) operating earnings. Exelon intends to
    hold ComEd harmless from any unfavorable impacts of the after-tax interest
    amounts on ComEd’s equity. For additional information, please see the Form
    8-K that Exelon filed on January 31, 2013.
  *Renewable Fleet: Four wind construction projects (totaling 273 megawatts
    (MW)) achieved commercial operation in the fourth quarter: Harvest II (59
    MW in Huron County, Mich.) on Nov. 1, 2012; Beebe (82 MW in Gratiot,
    Mich.) on Dec. 18, 2012; Whitetail (92 MW in Webb, Texas) on Dec. 21,
    2012; and High Mesa (40 MW in Twin Falls County, Idaho) on Dec. 27, 2012.
    In addition, the first block (31 MW) of the Antelope Valley Solar Ranch
    Project became operational in December 2012. The remaining phases of the
    project are on track to be completed by the original planned commercial
    operation date of December 2013.
  *Fossil Fleet Sales and Retirements: Exelon Power finalized the sale of its
    three Maryland power plants (2,648 MW of installed capacity) to Raven
    Power Holdings LLC on Dec. 3, 2012. The sale fulfills Exelon’s commitment
    to divest the plants as a part of its merger with Constellation. Exelon
    Power also completed the sale of its ownership stake in ACE Cogeneration,
    a 102-MW coal facility in Trona, Calif., to DCO Energy on Nov. 6, 2012. In
    addition to the asset sales, Exelon Power informed PJM on Oct. 31, 2012,
    of its intent to retire Schuylkill Unit 1 in Philadelphia and Riverside
    Unit 6 in Baltimore County. Schuylkill Unit 1 was deactivated on Jan. 1,
    2013. Riverside 6 will be deactivated by Jun. 1, 2014.
  *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 Dec. 31,
    2012, is 94 percent to 97 percent for 2013, 62 percent to 65 percent for
    2014, and 27 percent to 30 percent for 2015. 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.

Fourth quarter 2012 GAAP net income was $137 million, compared with $446
million in the fourth quarter of 2011. Adjusted (non-GAAP) operating earnings
for the fourth quarter of 2011 and 2012 do not include various items (after
tax) that were included in reported GAAP earnings. A reconciliation of
Adjusted (non-GAAP) Operating Earnings to GAAP Net Income is in the table
below:

                                                            
($ millions)                                          4Q12    4Q11
Generation Adjusted (non-GAAP) Operating Earnings     $283    $359
Mark-to-Market Impact of Economic Hedging Activities   $145     $45
Unrealized Gains Related to NDT Fund Investments       $2       $46
Plant Retirements and Divestitures                     $(38)    $(4)
Constellation Merger and Integration Costs             $(35)    $(6)
Non-Cash Remeasurement of Deferred Income Taxes        $(9)     $6
Amortization of Commodity Contract Intangibles         $(211)   -
Amortization of Fair Value of Certain Debt             $3       -
Asset Retirement Obligation                            $5       -
Midwest Generation Bankruptcy Charges                 $(8)    -
Generation GAAP Net Income                            $137    $446
                                                                

Generation’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of
2012 decreased $76 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 across all regions;
  *Higher operating and maintenance expenses;
  *Higher depreciation and amortization expense due to ongoing capital
    expenditures; and
  *Higher interest due to higher outstanding debt balance.

These items were partially offset by contribution to Generation’s energy
margins from the addition of Constellation Energy to Generation’s operations.

Generation’s average realized margin on all electric sales, including sales to
affiliates and excluding trading activity, was $26.52 per megawatt-hour (MWh)
in the fourth quarter of 2012, compared with $39.31 per MWh in the fourth
quarter of 2011.

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

ComEd recorded GAAP net income of $160 million in the fourth quarter of 2012,
compared with net income of $121 million in the fourth quarter of 2011.
Adjusted (non-GAAP) operating earnings for the fourth quarter of 2011 and 2012
do not include an item (after tax) that was included in reported GAAP
earnings. A reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP
Net Income is in the table below:

                                                  
($ millions)                                  4Q12  4Q11
ComEd Adjusted (non-GAAP) Operating Earnings  $162  $121
Constellation Merger and Integration Costs    $(2)  -
ComEd GAAP Net Income                         $160  $121
                                                      

ComEd’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2012
were up $41 million from the same quarter in 2011, primarily due to:

  *Impacts of the October 2012 rehearing order issued by the ICC primarily
    related to ComEd’s recovery of the pension asset;
  *Lower interest expense due to tax settlements; and
  *Lower income taxes.

These items were partially offset by lower distribution revenue due to lower
allowed ROE under the provision of the formula rate mechanism and a 2011
credit for the allowed recovery of certain storm costs pursuant to EIMA.

For the fourth quarter of 2012, heating degree-days in the ComEd service
territory were up 10.8 percent relative to the same period in 2011 but were
11.5 percent below normal. Total retail electric deliveries increased 0.4
percent quarter over quarter.

Weather-normalized retail electric deliveries decreased 0.1 percent in the
fourth quarter of 2012 relative to 2011, reflecting decreases in deliveries to
residential and large commercial & industrial customers, partially offset by
increases in deliveries to small commercial & industrial customers. For ComEd,
weather had a favorable after-tax effect of $1 million on fourth quarter 2012
earnings relative to 2011 and an unfavorable after-tax effect of $4 million
relative to normal weather.

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

PECO’s GAAP net income in the fourth quarter of 2012 was $79 million, compared
with $73 million in the fourth quarter of 2011. Adjusted (non-GAAP) Operating
Earnings for the fourth quarter of 2011 and 2012 do not include an item (after
tax) that was included in reported GAAP earnings. A reconciliation of Adjusted
(non-GAAP) Operating Earnings to GAAP Net Income is in the table below:

                                                 
($ millions)                                 4Q12  4Q11
PECO Adjusted (non-GAAP) Operating Earnings  $81   $74
Constellation Merger and Integration Costs   $(2)  $(1)
PECO GAAP Net Income                         $79   $73
                                                     

PECO’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2012
increased $7 million from the same quarter in 2011, reflecting the impact of
favorable weather and lower income taxes primarily due to gas tax repairs
deduction; these favorable items were partially offset by higher storm costs
from Sandy.

For the fourth quarter of 2012, heating degree-days in the PECO service
territory were up 13.8 percent from 2011 but were 9.0 percent below normal.
Total retail electric deliveries were up 2.3 percent quarter over quarter. On
the gas side, deliveries in the fourth quarter of 2012 were up 12.4 percent
from the fourth quarter of 2011.

Weather-normalized retail electric deliveries were up 0.6 percent in the
fourth quarter of 2012 relative to 2011, reflecting increases in deliveries to
residential and large consumer & industrial customers and declines in
deliveries to small commercial & industrial customers. Weather-normalized gas
deliveries were up 0.6 percent in the fourth quarter of 2012. For PECO,
weather had a favorable after-tax effect of $17 million on fourth quarter 2012
earnings relative to 2011 and unfavorable after-tax effect of $10 million
relative to normal weather.

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

BGE’s GAAP net income in the fourth quarter of 2012 was $15 million. The net
income included after-tax costs of $3 million associated with the merger and
integration initiatives. Excluding the effects of these items, BGE’s adjusted
(non-GAAP) Operating Earnings in the fourth quarter of 2012 were $18 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 10 and 11 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
February 7, 2013.

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
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
Registrants’ Third 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 new release. 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.

 Exelon Corporation is the nation’s leading competitive energy provider, with
2012 revenues of approximately $23.5 billion. Headquartered in Chicago, Exelon
has operations and business activities in 47 states, the District of Columbia
 and Canada. Exelon is one of the largest competitive U.S. power generators,
 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 more than 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).

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 December 31, 2012 (a)               Three Months Ended December 31, 2011
                                                                 Adjusted                                           Adjusted
                      GAAP (b)    Adjustments                    Non-GAAP    GAAP (b)    Adjustments                Non-GAAP
                                                                                                                      
Operating revenues    $ 6,284     $  160      (c),(d),(e)        $ 6,444     $ 4,358     $  (24    ) (c)            $ 4,334
                                                                                                                      
Operating expenses
      Purchased
      power and         2,759        66       (c),(d),(e)          2,825       1,431        73       (c),(d)          1,504
      fuel
      Operating and     2,012        (130   ) (c),(f),(g),(h)      1,882       1,322        (43    ) (c),(f)          1,279
      maintenance
      Depreciation,
      amortization,     505          (3     ) (c)                  502         360          (22    ) (c)              338
      accretion and
      depletion
      Taxes other      282        (3     ) (c)                 279       183        -                       183   
      than income
                                                                                                                      
      Total
      operating         5,558        (70    )                      5,488       3,296        8                         3,304
      expenses
                                                                                                                      
Equity in earnings
of unconsolidated      (22   )     40      (e)                 18        (1    )     -                       (1    )
affiliates
                                                                                                                      
Operating income       704        270                         974       1,061      (32    )                 1,029 
                                                                                                                      
Other income and
deductions
      Interest          (231  )      (5     ) (i)                  (236  )     (181  )      -                         (181  )
      expense
      Other, net       93         (20    ) (c),(f),(j)         73        150        (114   ) (j)             36    
                                                                                                                      
      Total other
      income and       (138  )     (25    )                     (163  )    (31   )     (114   )                 (145  )
      deductions
                                                                                                                      
Income before           566          245                           811         1,030        (146   )                  884
income taxes
                                                                                                                      
                                              (c),(d),(e),(f),                                       (c),(d),(f),
Income taxes           182        76      (g),(h),(i),(j),    258       423        (84    ) (j),(k)         339   
                                              (k)
                                                                                                                      
Net income              384          169                           553         607          (62    )                  545
                                                                                                                      
Net loss
attributable to
noncontrolling
interests,             6          -                           6         1          -                       1     
preferred security
dividends and
preference stock
dividends
                                                                                                                      
Net income on         $ 378      $  169                        $ 547      $ 606      $  (62    )                $ 544   
common stock
                                                                                                                      
Effective tax rate      32.2  %                                    31.8  %     41.1  %                                38.3  %
                                                                                                                      
Earnings per
average common
share
      Basic           $ 0.44      $  0.20                        $ 0.64      $ 0.91      $  (0.09  )                $ 0.82
      Diluted         $ 0.44     $  0.20                       $ 0.64     $ 0.91     $  (0.09  )                $ 0.82  
                                                                                                                      
Average common
shares outstanding
      Basic             854                                        854         664                                    664
      Diluted           857                                        857         666                                    666
                                                                                                                      
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
                                                                                                                      
      Plant retirements
      and divestitures            $  0.05                                                $  0.01
      (c)
      Mark-to-market
      impact of                      (0.14  )                                               (0.07  )
      economic hedging
      activities (d)
      Amortization of
      commodity                      0.24                                                   -
      contract
      intangibles (e)
      Constellation
      merger and                     0.05                                                   0.03
      integration costs
      (f)
      Asset retirement               (0.01  )                                               -
      obligation (g)
      Midwest
      Generation                     0.01                                                   -
      bankruptcy
      charges (h)
      Amortization of
      the fair value of              -                                                      -
      certain debt (i)
      Unrealized
      (gains) losses
      related to NDT                 -                                                      (0.07  )
      fund investments
      (j)
      Non-cash
      remeasurement of               -                                                      0.01
      deferred income
      taxes (k)
                                                                                         
      Total                       $  0.20                                               $  (0.09  )
      adjustments
                                                                                                                      
(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).
      Adjustment to exclude costs associated with the retirement of fossil generating units, the impacts of the FERC approved
(c)   reliability-must-run rate schedule and the impact associated with the sale in the fourth quarter of 2012 of three
      generating stations associated with certain of the regulatory approvals required for 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, retirement, relocation and retention bonuses) and integration initiatives.
(g)   Adjustment to exclude the decrease in Generation’s asset retirement obligation for certain retired fossil-fueled
      generating stations.
(h)   Adjustment to exclude estimated liabilities pursuant to the Midwest Generation bankruptcy.
(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.
(j)   Adjustment to exclude the unrealized gains associated with Generation's NDT fund investments and the associated
      contractual accounting relating to income taxes.
(k)   Adjustment to exclude the non-cash impacts of the remeasurement of state deferred income taxes, primarily as a result
      of the merger in 2012 and as a result of revised estimates of state apportionments in 2011.
      

EXELON CORPORATION
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations
(unaudited)
(in millions, except per share data)
                                                                                                                   
                      Twelve Months Ended December 31, 2012 (a)                Twelve Months Ended December 31, 2011
                                                                  Adjusted                                                 Adjusted
                      GAAP (b)     Adjustments                    Non-GAAP     GAAP (b)     Adjustments                    Non-GAAP
                                                                                                                             
Operating revenues    $ 23,489     $  1,185    (c),(d),(e),(f)    $ 24,674     $ 19,063     $  (66    ) (c),(o)            $ 18,997
                                                                                                                             
Operating expenses
      Purchased
      power and         10,157        607      (c),(d),(e),(g)      10,764       7,267         (292   ) (c),(d)              6,975
      fuel
      Operating and     7,961         (1,182 ) (c),(e),(f),(g),     6,779        5,184         (124   ) (c),(g),(j),(k),     5,060
      maintenance                              (h),(i),(j),(k)                                          (o),(p)
      Depreciation,
      amortization,     1,881         (47    ) (c),(g)              1,834        1,347         (87    ) (c)                  1,260
      accretion and
      depletion
      Taxes other      1,019       (9     ) (c),(f),(g)         1,010      785         (1     ) (c)                 784    
      than income
                                                                                                                             
      Total
      operating         21,018        (631   )                      20,387       14,583        (504   )                      14,079
      expenses
                                                                                                                             
Equity in earnings
(losses) of            (91    )     150     (e),(g)             59         (1     )     -                           (1     )
unconsolidated
affiliates
                                                                                                                             
Operating income       2,380       1,966                       4,346      4,479       438                         4,917  
                                                                                                                             
Other income and
deductions
      Interest          (928   )      (13    ) (g),(l)              (941   )     (726   )      -                             (726   )
      expense
      Other, net       346         (94    ) (c),(g),(m)         252        203         (21    ) (m),(o)             182    
                                                                                                                             
      Total other
      income and       (582   )     (107   )                     (689   )    (523   )     (21    )                     (544   )
      deductions
                                                                                                                             
Income before           1,798         1,859                         3,657        3,956         417                           4,373
income taxes
                                               (c),(d),(e),(f),                                         (c),(d),(g),(j),
Income taxes           627         689     (g),(h),(i),(j),    1,316      1,457       149     (k),(m),(n),        1,606  
                                               (k),(l),(m),(n)                                          (o),(p)
                                                                                                                             
Net income on           1,171         1,170                         2,341        2,499         268                           2,767
common stock
                                                                                                                             
Net loss
attributable to
noncontrolling
interests,             11          -                           11         4           -                           4      
preferred security
dividends and
preference stock
dividends
                                                                                                                             
Net income            $ 1,160     $  1,170                      $ 2,330     $ 2,495     $  268                        $ 2,763  
Effective tax rate      34.9   %                                    36.0   %     36.8   %                                    36.7   %
Earnings per
average common
share
      Basic           $ 1.42       $  1.43                        $ 2.85       $ 3.76       $  0.41                        $ 4.17
      Diluted         $ 1.42      $  1.43                       $ 2.85      $ 3.75      $  0.41                       $ 4.16   
Average common
shares outstanding
      Basic             816                                         816          663                                         663
      Diluted           819                                         819          665                                         665
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
      Plant retirements
      and divestitures             $  0.29                                                  $  0.05
      (c)
      Mark-to-market
      impact of                       (0.38  )                                                 0.27
      economic hedging
      activities (d)
      Amortization of
      commodity                       0.93                                                     -
      contract
      intangibles (e)
      Maryland                        0.28                                                     -
      commitments (f)
      Constellation
      merger and                      0.31                                                     0.07
      integration costs
      (g)
      Midwest
      Generation                      0.01                                                     -
      bankruptcy
      charges (h)
      FERC settlement                 0.21                                                     -
      (i)
      Other acquisition               -                                                        0.01
      costs (j)
      Asset retirement                -                                                        0.02
      obligation (k)
      Amortization of
      the fair value of               (0.01  )                                                 -
      certain debt (l)
      Unrealized
      (gains) losses
      related to NDT                  (0.07  )                                                 -
      fund investments
      (m)
      Non-cash
      remeasurement of                (0.14  )                                                 0.05
      deferred income
      taxes (n)
      Wolf Hollow                     -                                                        (0.03  )
      acquisition (o)
      Recovery of costs
      pursuant to the
      2011 distribution              -                                                      (0.03  )
      rate case order
      (p)
      Total adjustments            $  1.43                                                 $  0.41   
(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.
      Adjustment to exclude costs associated with the retirement of fossil generating units, the impacts of the FERC approved
(c)   reliability-must-run rate schedule and the impact associated with the sale in the fourth quarter of 2012 of three generation
      stations associated with certain of the regulatory approvals required for 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 costs incurred as part of the Maryland order approving the merger transaction.
(g)   Adjustment to exclude certain activities associated with the merger, including transaction costs, employee-related expenses
      (e.g. severance, retirement, relocation and retention bonuses) and integration initiatives.
(h)   Adjustment to exclude estimated liabilities pursuant to the Midwest Generation bankruptcy.
(i)   Adjustment to exclude costs associated with the March 2012 settlement with the FERC.
(j)   Adjustment to exclude certain costs associated with various acquisitions.
      Adjustment to exclude the increase in Generation's decommissioning obligation for spent nuclear fuel at retired nuclear units
(k)   in 2011 and 2012, a decrease in Generation’s asset retirement obligation for certain retired fossil-fueled generating stations
      in 2012 and a decrease in PECO's asset retirement obligation in 2011.
(l)   Adjustment to exclude the non-cash amortization of certain debt recorded at fair value at the merger date expected to be
      retired in 2013.
(m)   Adjustment to exclude the unrealized losses in 2011 and gains in 2012 associated with Generation's NDT fund investments and the
      associated contractual accounting relating to income taxes.
(n)   Adjustment to exclude the non-cash impacts of the remeasurement of state deferred income taxes, primarily as a result of the
      merger in 2012 and as a result of revised estimates of state apportionments in 2011.
(o)   Adjustment to exclude the non-cash bargain purchase gain (negative goodwill) associated with the acquisition of Wolf Hollow,
      net of acquisition costs.
(p)   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.

Contact:

Exelon Corporation
Ravi Ganti, 312-394-2348
Investor Relations
Paul Adams, 410-470-4167
Corporate Communications
 
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