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Exelon Corporation (EXC)

Q4 2005 Earnings Conference Call

January 25th 2006, 11:AM.

Executives:

Michael Metzner, Vice President and Treasurer

John Young, EVP Finance and Markets

John Rowe, Chairman, President and Chief Executive Officer

Randy Mehrberg, General Counsel

Ian McLean, Exelon Power Team - President

Analysts:

Kit Konolige, Morgan Stanley

Paul Patterson, Glenrock Associates

Greg Gordon, CitiGroup

Ashar Khan, SAC Capital

Josh Elvin, Board Abbitt

Steve Fleishman, Merrill Lynch

Paul Ridzon, Key McDonald

Daniele Seitz, Dahlman Rose

David Schanzer, Janney Montgomery

Hugh Wynne, Sanford Bernstein

Vic Khaitan, Deutsche Asset Management

Zack Schreiber, Duquesne Capital

Operator

Good morning, ladies and gentlemen. My name is Cyndia, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Exelon Corporation Fourth Quarter 2005 Earnings Release Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. If you would like to ask a question during this time, please press “*” and the No. “1” on your telephone keypad. If you would like to withdraw your question at any time please press “#” key. It is now my pleasure to turn the floor over to your host, Mr. Michael Metzner, Vice President and Treasurer. Sir, the floor is yours.

Michael Metzner, Vice President and Treasurer

Thank you. Good morning, and welcome to Exelon's fourth quarter earnings review and update conference call. Thank you for joining us. You should have received a copy of our earnings release. If you haven’t received it, the release is available on the Exelon website at www.exeloncorp.com; or you can call Esmee (phonetic) Gonzalez at 312-394-5740 and she will fax or email the release to you. This call is being recorded and will be available through February 10th by dialing 877-519-4471. The international call-in number is 973-341-3080. The confirmation code is 6888714. In addition, the call will be archived on the Exelon website.

Before we begin today's discussion, let me remind you that the earnings release and other matters we may discuss in today's call may contain forward-looking statements and estimates that are subject to various risks and uncertainties. Please refer to our SEC filings for discussions of factors that may cause results to differ from management's projections, forecasts, and expectations.

In our press release and during this call we will discuss adjusted non-GAAP operating results that excludes unrealized mark-to-market adjustments from hedging activities and expected earnings contributions from our synthetic fuel facilities, significant impairment of intangible assets, certain severance cost, certain merger-related costs, potential new accounting announcements and other items we view as unusual. We believe these adjusted operating results are representative of the underlying operational results of the company. In today's earnings release which is available on our website, we provide a reconciliation between reported GAAP results and adjusted non-GAAP operating results.

With me today are John Rowe, Chairman, President and CEO; John Young, Executive Vice President, Finance and Markets, and CFO; and other members of Exelon's senior management team who are available to answer your questions. Today's call will focus on fourth quarter and full year 2005 results, and the outlook for 2006. We have scheduled an hour and 15 minutes for this call. John Young will begin with a discussion of our financial results.

John Young, Executive Vice President Finance and Markets

Good morning. Exelon Corporation announced fourth quarter adjusted non-GAAP operating earnings of $488 million or $0.72 per diluted share, an increase of 16% on an EPS basis from the fourth quarter of 2004 operating earnings of $416 million or $0.62 per diluted share. Our full year 2005 operating earnings were $3.09 per diluted share, up 11% over 2004 operating earnings of $2.78 per diluted share. Our return to our full year results in 2006 outlook after our review of our fourth quarter results.

On a GAAP basis, Exelon reported a net loss of $844 million or $1.26 per diluted share, for the fourth quarter of 2005 driven by an impairment charge related to ComEd’s goodwill. This reported GAAP number includes several after-tax items, $1.81 per share of charges due to the goodwill impairments, which I will discuss more in a moment. $0.13 per share of unrealized mark-to-market losses related to hedging activities; $0.06 per share loss for the cumulative effect of adopting the new accounting standard, FIN 47 accounting for conditional asset retirement obligations. $0.02 per share of earnings from our investments in synthetic fuel producing facilities, and $0.01 per share of certain integration cost related to the proposed merger with PSEG. These five items are excluded from our operating earnings of $0.72 per share.

Now let me go into more detail about the goodwill impairment. Exelon and ComEd had approximately $4.7 billion of goodwill in the quarter at December 31st 2004, which was originally recognized and recorded in connection with the PECO Unicom merger. Exelon and ComEd are required to perform an assessment for impairment of the goodwill asset at least annually, or more frequently if events or circumstances indicate the goodwill might be impaired. Exelon and ComEd test goodwill annually as of November 1, and during that quarter, determine that goodwill was impaired by $1 billion. This is an after-tax non-cash charge. The possibility of a significant impairment in the fourth quarter was disclosed in our prior SEC filings. While assessment for impairment of goodwill is dependent on many interrelated and uncertain variables, the key driver of ComEd’s goodwill impairment charge in the fourth quarter was the impending end of the transition period end it all on more, now less than one year away.

With the cessation of all transition revenues after 2006, the present value of ComEd's future cash flows no longer support carrying value of its goodwill. Additionally, the changes in both the regulatory and clinical environment in Illinois during 2005, and the fair value of ComEd's purchase power agreement increased the magnitude of the impairment charge. You will notice in the press release that we have changed our current and historical segment of the presentation from Exelon Energy Delivery to a separate reporting for ComEd and PECO. We did this for a number of reasons including, to provide investors with greater insight into our business, to reflect changes and how we evaluate the business, the recent changes in the regulatory environment in Illinois, and our new governance model at ComEd. These changes also effect how we test for goodwill impairment. As a result, we no longer include PECO's cash flows when testing Exelon’s goodwill for impairment as we have disclosed in the past, because we now only consider ComEd’s cash flows a goodwill impairment at ComEd flows dollar-for-dollar to Exelon.

Turning now to Exelon’s fourth quarter results, the major drivers of our 16% year-over-year growth in operating earnings per share were, higher realized margins or higher realized wholesale prices at Generation, higher sales volume at ComEd and PECO primarily due to favorable weather for the last year’s fourth quarter, increased pension expense reflecting our discretionary funding, contribution of $2 billion early in 2005. Partially offsetting these positive drivers were increased depreciation and amortization expense including the PECO-CEC amortization.

As discussed and quantified in our press release this morning, Generation's year-over-year fourth quarter earnings increased due to the re-pricing of our hedges at higher prices in prior periods combined with higher stock market prices and increased nuclear generation. Another item that drove margins at Generation in the fourth quarters of 2005 was the scheduled increase in Generation's energy transfer price to ComEd. This had no impact on Exelon’s consolidated results.

I will turn now for our Energy Delivery business, at both ComEd and PECO. ComEd's gross margin or revenue net of purchased power and fuel increased in the fourth quarter compared with the fourth quarter of 2004, primarily due to the more favorable weather in core growth and delivery volumes. In December alone, heating degree-days at ComEd were 11% above normal, and represented the coldest December in 5 years. Total unadjusted kilowatt-hour deliveries increased 4% in the fourth quarter compared to the prior year. Heating degree-days in the fourth quarter were 11% above the prior year, and close to our estimated normal level.

According to our models, weather had about $0.02 per share positive impact on earnings at ComEd in the fourth quarter compared with the prior year, and about $0.01 per share positive impact relative to normal weather. As I mentioned previously, the transfer price change with Generation had a negative impact on ComEd in the fourth quarter. At PECO, the gross margin or revenue net of purchased power and fuel increased in the fourth quarter compared with the fourth quarter of 2004, primarily due to favorable weather.

Total unadjusted kilowatt-hour deliveries increased 3% in the fourth quarter compared with the prior year mainly due to cold weather. Heating degree-days in the fourth quarter were 3% above the prior year, and 2% below our estimated normal level at PECO. According to our models, weather had about $0.01 per share positive impact on the earnings of PECO in the fourth quarter when compared with the prior year, and neutral impact relative to normal weather.

Let’s turn to a brief summary of our full-year results. As I mentioned earlier, full year 2005 operating earnings were $3.09 per share, up 11% over 2004 operating earnings of $2.78 per share. Major drivers of the year-over-year earnings growth included higher realized wholesale margins on market sales of Generation, increased nuclear generation, increased retail deliveries at ComEd and PECO mostly due to favorable weather along with 1% to 1.5% core growth and lower pension expense. These positives were partially offset by higher depreciation and amortization, and increased cost of generation to serve higher load at ComEd and PECO at fixed below market prices. We estimate that favorable weather in 2005 had about $0.12 per share positive impact on earnings at ComEd and PECO relative to normal weather.

In our earnings release, we have provided much more detail regarding our fourth quarter and full year results, and we would be happy to respond your questions later in the call. We are very pleased with our 2005 results, and believe this it sets the table for continued strong performance in 2006. As far as our 2006 outlook, we have completed our standalone budget and long-range plan. We are reaffirming our initial standalone 2006 operating earnings guidance of $3 to $3.30 per share. I remind you, that our full operating earnings guidance excludes unrealized mark-to-market adjustments from hedging activities, the expected earnings contributions from our synthetic fuel facilities, significant impairments of intangible assets, certain severance cost, certain merger related cost and potential new accounting announcements.

We have included an updated operating EPS waterfall chart for 2006 along with our earnings release in today's Form 8-K filing and on our Investor Relations website. The chart has been updated from what was provided to you in August, but the fundamental story remains the same from our earnings expectation. The some other parts indicated on the waterfall adds up to the mid range of our guidance, reflecting ongoing strength in our core operations and our low cost generation position. This middle of the range represents about 6% growth over last year's weather normalized earnings. We believe that Exelon is well position for 2006 to deliver on this guidance.

Looking at the merged company, Exelon Electric and Gas, we are in the process of updating our projections, but only to the extent we are legally permitted to do so as the Department of Justice is still reviewing our application. However, soon after the merger closes, we plan to host a meeting in New York City to provide our new forecast, followed by roadshows in several major cities. We would also like you to mark the calendars for our first annual Exelon Electric and Gas Investor Conference, which we plan to hold here in Chicago on December 12th, so please save the date for this important event.

Lastly, I want to touch on our dividend. Yesterday, our Board of Directors declared a regular quarterly dividend of $0.40, incorporation for the closing of the merger, a pro rata dividend was declared and will accrue as specified up until the closing of the merger. On January 17, Public Service Enterprise Group announced an increase in its quarterly dividend to $0.57 from $0.56. As required under the merger agreement, the Exelon dividend will be increased after the merger closes. Based on PSEG’s new annual rate of $2.28 per share and considering the exchange ratio, we estimate that Exelon would pay a dividend of slightly more than $1.86 per share or about 16% increase. The PSEG shareholders is neutral, since they will be getting a dividend on 1.225 Exelon shares for every PSEG share. This increased dividend level is still comfortably within Exelon targeted payout range of 50% to 60%.

Now I will turn the call over to John Rowe.

John Rowe, Chairman, President and Chief Executive Officer

Thank you, John. Good morning everybody. As the press release states, we are all pleased with our strong 2005 operating performance. Our operating earnings per share increased as John said by 16% for the fourth quarter, and by more than 11% for the full year. I just want to quickly review some of the performance highlights.

First in the nuclear area. Chris Crane and his nuclear fleet achieved a capacity factor of 93.5% for the full year with a production cost of $13.03 for megawatt hour, which is top core trial in the nation. This is another year of Exelon performance, and for those of you who may have questioned a year and half ago whether we had the team to selling behind all of our Chris and his groups have shown that they can do it very well indeed.

Refueling outage duration every 24 days, an improvement of one day over 2004. Our fossil generation station Unit 1 broke the world record for longest continuous run among all light water reactors last week, breaking the previous record set in September 2005 by Peach Bottom 3, another nuclear operating unit. Our TMI unit broke its one world record for continuous operation of a pressurized water reactor. Chris and his team of nuclear operators have made noteworthy improvements under the Nuclear Operating Services Agreement at Salem and Hope Creek. The combined site achieved net generation of more than 26 million megawatt hours, the highest it has ever achieved.

In our fossil area, Mark Schiavoni and his team have done a great job this year. They run our high growing fossil plants and they achieved a commercial availability, remember these units don’t run all the time of 95.7% across the fleet for the year. Their value increased substantially under more favorable market conditions. Our power marketing group, Power Team led by Ian McLean effectively managed our portfolio of assets to capitalize on market prices while delivering on its commitment to our various wholesale customers. Ian and his team continued to demonstrate operational and commercial excellence in terms of managing our huge portfolio.

In Energy Delivery led by Jacks Skolds, Denis O’Brien, Frank Clark, our delivery service customers experienced fewer outages than prior year despite distress placed on the delivery system by high summer heat and correspondingly high loads. For our delivery business as a whole both the frequency and the ratio outages decreased from the prior year. In ComEd’s territory cooling degree-days were 90% higher than 2004, 40% above normal. We had ComEd's as customers experience 35% fewer outages and on average the outages they did experience were 13% partially in durations. In the PECO territory cooling degree-days were 21% higher than 2004 and 25% above normal. Outages experienced by PECO customers were on average 7% shorter in duration, unfortunately they occurred at a slightly higher frequency. We are continuing to make improvements in this area.

While we are very proud of our 2005 progress, we continue to face in a place full of challenges. We must continue to work with all Illinois stakeholders to ensure reliable and affordable service in Illinois. We must provide New Jersey Regulators with the assurances they need to approve the merger with PSEG. We must continue to make both government and our customers happy in Pennsylvania, and all in all we must keep working to improve the performance of the system to live up to our commitment to keep the lifetime.

Now, I want to turn to the real news that which you are most interested in, which is the recent ruling in Illinois. As you may recall ComEd made two filings in 2005 with be Illinois Commerce Commission. In February, ComEd filed its procurement proposal with the ICC. A reversed auction competitive bidding process by which ComEd could procure energy for its customers beginning in January 2007 with cost recovery from those customers. In August, ComEd filed a distribution rate case to recover among other things the $3 billon ComEd has invested in infrastructure improvements. Yesterday, the ICC ruled on the procurement filing.

After six months of workshop on procurement in 2004, involving all stakeholders, and after an 11-month review of the New Jersey style auctions proposed by both ComEd and Ameron declining clock auction proposal, the ICC issued a 5 to 0 vote yesterday approving statewide auctions to buy power for Illinois customers. This is a key milestone in Illinois transformation of the electricity industry. The ICC reached its malicious order last night; it contains a number of conditions. Given the timing, we know most of the broad terms of the decision, but none have not yet been able to review all of the details.

On the whole we are very gratified by yesterday's ICC decision. We believe and they have made clear that they believe both in the decision and in the comments they made in public at making the decision, that competitive procurement and a declining clock auction are the best way to assure that reliable and competitively price power are available to all Illinois consumer. The auction chosen maximizes competition between qualified and competing suppliers using successive rounds of bidding designed to drive the price of electricity now. An independent ICC approved auction manger will administer the auction with oversight by the ICC staff. The provisions prevent any one supplier from winning more than 35% of the ComEd load in the auction, and the contract offered our stay with three-year contracts. We also understand that the order will include a process to promote renewable energy and energy efficiency. We support those principles and expect to work actively with the commission's staff and with other parties to develop these proposals.

An additional commission calls for apposed auction and prudency review process, which we believe could have a detrimental effect on supplier's conference in the auction and lead to higher prices. Of course, we do not agree with everything in the commission orders, but it does deliver a workable framework for us, for Ameron, for all competitive wholesale suppliers and ultimately for our consumers to have reliable energy at a price that is disciplined by competition. In today's environment of rising energy prices, even with the competitive auction as the commission pointed out, electricity rates will increase in 2007.

ComEd remains committed to working with Illinois stakeholders to develop a plan that will ease the impacts of transitioning the market prices for its residential customers. The ICC staff, ICC administrative law judges in both the ComEd and Ameron proceedings, and a large number of interested parties supported the competitive procurement proposals. However, the authorization of others created a great deal of uncertainties for ComEd.

The concerns that we raised at last call about ComEd uncertain financial future are reduced by the ICC's decision on January 24. In our view, these continuing regulatory challenges ComEd now faces are similar than those to those of any other utility, and in that sense things should be getting back to normal for ComEd. In other words, all utilities are dependent upon therein principal regulation to provide decent service and fair returns. ComEd is no different, and we see the decision yesterday is an affirmation that the Illinois Commission remains a principal party.

Turning to the ComEd distribution rate case, we expect a final ICC decision this summer. Since 2001, ComEd has spent $3 billion to maintain upgrade and expand its delivery system. These investments have enabled ComEd to meet the needs of a growing customer base, while providing higher levels of reliability as I discussed earlier. Like all other utilities and most other enterprises ComEd's cost for wages, healthcare insurance, security and other aspects of its business have risen.

ComEd's investment and increased cost are not reflected in its current rates however due to the rate fee, which has existed since the end of 1997. We need to recover these costs to continue to provide good service to our customers. On December 23rd, a number of parties included in the ICC staff filed challenges to our proposed capital structure, return on equity, revenue requirement and overall rate of return. ComEd has entailed the end of the month to respond to these challenges. After a hearing scheduled in March, two ALJs will make an initial decision as to what adjust and reasonable rates should be, we expect a final ICC decision in late July.

Turning briefly to the merger with PSEG we have made substantial progress. As you know in June we received court approval. In September, we announced that PECO reached the settlement in Pennsylvania subject to Final Commission approval with many of the major parties in the proceeding. The ALJ in Pennsylvania recommended approval of the merger in December, we expect the PUC to vote on the case this Friday. In New Jersey, the merger review hearings began earlier this month and have been extended and are now expected to end at the end of February. Settlement discussions are expected to resume after the hearings conclude. While a settlement could result in the case sooner, the scheduled date for an initial ALJ decision and the final order from the BPU are expected to be extended, no firm dates have been set yet. Our other remaining regulatory approvals include the U.S. Department of Justice.

We expect that we will be able to complete all of the regulatory reviews and hope to close the merger late in the second quarter of this year. By the middle of February we will have completed, Randy Mehrberg, has led this effort, substantially all of our merger integration planning work. And we will be ready to close the deal as selected regulatory approvals. We are eager to finish the regulatory process with both ALJ in New Jersey, we remain excited by the opportunities this merger hold. We've had a substantial support from all of you, our investors, and we believe this combination gives us a real chance to create the industry leader in generation, electric and gas delivery, customer service and of course shareholder value.

Finally, I want to underscore the importance of keeping the right time and continuously improving our operations, even as we confront issues in Illinois and New Jersey. When we announced the merger last year, I assured you that we had the depth and talent to do both. Our 2005 results confirm that say. Even as we have doubt with an exhausted regulatory process for the merger and the very taxing regulatory and political challenges of Illinois, we have maintained our edge in nuclear and power performance, improved our fast generation performance and improved the performance of our delivery companies. Our safety record particularly at PECO was setting the industry standard. We are very, very proud of what we have accomplished in 2005, and so far in the month of January and we are now prepared to take your questions.

Questions-and-Answer Session

Operator

Thank you. Operator Instructions Our first question is coming from Kit Konolige of Morgan Stanley. Please go ahead your line is live.

Q - Kit Konolige

Good morning. Congratulations on the ongoing process and another big step for mankind. John, I wanted to follow up with you a little bit on the question of, as you repeated in the earnings release, the companies kind of standing offer to have a cap in deferral system that would be associated with the auction. As I read it, and I've read, I am sure less than you, the ICC didn’t specifically address what would happen to deferrals, or if there would be deferrals, and probably I guess legally can't even approach that. Can you discuss with us your current view of how that will have to turn out, you know, I will just end by mentioning that my recollection is that your stance has been and I assume continues to be that the company would insist on some kind of securitization or other secure procedure for recovering deferrals that, and would view an auction pricing as effectively old Exelon Generation, even if it wasn’t fully pass through to customers in the current year?

A - John Rowe

Well, let's take those in pieces, because there are a lot of parts to that question. The short answer is yes for people who like short answers. The first step is that, you know, why didn’t the commission get more into this issue? We see the procurement case is simply affirming the proposition that ComEd does not have power, that it has to get power and the right place to get it is the competitive market and an auction is the most cheap way for customers to have ComEd get back power. That becomes a cost of ComEd to recover like other cost. And the next principle I want to establish is the ICC decision of firms by its result what the ALJ said explicitly, and that is that Exelon Generation is a market competitor like other market competitors, and Exelon Generation will expect ComEd to pay just like Midwest Generation will expect it to pay, and so well other suppliers in Illinois. Exelon Generation will expect to be paid currently in haul. Now ComEd promised, during all of these proceedings over the last 6 months, that it would adopt to cap and deferral system to feather the impact of the rate increases that are caused not by the auction but by the rising price power across the nation and in the region for our residential customers. And just the fact because ComEd won big yesterday doesn’t mean ComEd will be wavered from that firm. ComEd is willing to sit down and negotiate fair ways of doing that with any interested party at anytime. But ComEd will continue to maintain the principle that its entitled to earn on any deferrals, and as if when you look at ComEd’s balance sheet you can see that this it is going to differ a substantial amount of money, it needs to be able to earn on those deferrals. So ComEd’s position remains very clear, it will keep its promises to its customers, and the overall Exelon position remains that we want to work this out in a way that makes the largest number of stakeholders happy, but Exelon Generation is an independent competitor just like all other generating companies, and has the same rights that its competitors does.

Q - Kit Konolige

Hi, can I just, continuation of the same question, not a new question.

A - John Rowe

Here, the colleagues will allow you one more question.

Q - Kit Konolige

Alright.

A - John Rowe

Your, not because of your -

Q - Kit Konolige

Yeah, I think in discussions that I think many of us have had with you and with other folks in the firm, I think there is a general expectation that a deferral mechanism would from Exelon's viewpoint would have to be backed up by a securitization procedure that would probably, certain require the legislature to approve it. In other words that, I think I’ve heard you say in the past that simply having the ICC affirm that there are deferrals and they will be recovered sometime in the future would not be satisfactory to management?

A - John Rowe

I think that depends on the length of the deferral and the recovery period. Some sort of securitization procedure would be the cheapest for customers, but as you said it does probably require legislature. I think it’s our position that we can do a short-term deferral mechanism like 3 years or something like that without legislation, and in that kind of a context we would probably accept a clear ICC decision. We do not believe that legislation is essential to make all of this work, we believe that commission has full authority to do what it has done, and we think its in both customers and shareholders interest that we continue to present proposals that can be done within the existing law.

Q - Kit Konolige

Alright, good, thank you.

Operator

Thank you. The next question is coming from Paul Patterson of Glenrock Associates. Please go ahead.

A - John Rowe

Good morning Paul.

Q - Paul Patterson

Hi how are you. Can you hear me?

A - John Rowe

I’m very good, this morning of course.

Q - Paul Patterson

Just I want to touch on the merger process, and the DOJ, it seems like that you are taking a little longer than we expected, and they usually filed, could you just elaborate a little bit what’s going on there, and also the market power issues which FERC seem to refine with, but I guess some people in New Jersey are, if you could just elaborate a little bit on what’s going on there and with the DOJ?

A - John Rowe

I will give you the shorthand, and then ask - to chip in.

A - John Rowe

In essence DOJ has taken a great deal of time to look at this, and to engage consultants to look at it with them because they consider this both one of the largest utility mergers they’ve seen, and also one in which there is more proximity between emerging companies and more dependants on the regional transmission authority. Beyond that we simply do not know what they maybe likely to ask, at the same time in New Jersey the hearings are now focused on testimony from the PJM market monitor Dr. Boulering, about whether the general packages of divestitures that we’ve proposed with the virtual divestiture on the nuclear output are adequate and what alternatives may also be adequate. I think this is, in my judgment less an issue about whether, but simply whether what we put in is enough to assure people with PJM will be a fully efficient market in all of the effective regions. Let’s see what you want to add to that.

A - Randy Mehrberg

So we have asked Dr. Boulering to do additional analysis of our proposed divestiture alternative with respect to the fossil plans, we are expecting Tim to have that additional analysis available to parties and the proceedings hopefully today, and then we will have additional hearings and briefs and so forth during the month of February with respect to that analysis, so we can successfully conclude a satisfactory package that the ALJ will see fit to endorse in its decision. We are optimistic that we will be able to convince the parties in New Jersey that we are not in a position to exert any sort of market power, and we think that Dr. Boulering is an excellent person to confirm that judgment.

Q - Paul Patterson

Okay. When is PUJ, when we're going to get a sense as to when PUJ will actually make their finding?

A - John Rowe

I don’t have a date for that right now.

Q - Paul Patterson

Okay, but they are also looking at the same source often, and you’re pretty confident about what’s going on there as well?

A - John Rowe

Yes.

Q - Paul Patterson

Okay, thanks a lot guys.

Operator

Thank you. The next question is coming from Greg Gordon of CitiGroup. Please go ahead your line is live.

Q - Greg Gordon

Thank you.

A - John Rowe

Good morning.

Q - Greg Gordon

At this point, can you give us any window into the timeline for when you might sit down with interested parties, start to negotiate the next step of the process, which are these, the structure of this potential deferral?

A - John Rowe

Structure of what potential?

Q - Greg Gordon

The potential deferral associated with the outcome of the auction, and is there are at this point?

A - John Rowe

We’d have had negotiations at various times over the last 3, 4 months. We assume in the wake of the ICC decision, other people will get more interested in negotiating with us on the basis of the law and the economics in the ICC decision. If they are, we’ll go meet anyone anywhere anytime, if they continue to take the provision that the law doesn’t mean what it said, negotiation won’t go very far.

Q - Greg Gordon

But is the venue a specific ICC docket or would this be negotiated outside of that?

A - John Rowe

I think ICC docket is the delivery rate case, because I think that’s were most likely the implementation of all of this would be established. My brings from Missouri and Bradford are nodding so I must have stumbled into that, right.

Q - Greg Gordon

Great. And are any further actions that remained to be taken by ComEd to increase the visibility of it’s independence use of its main fencing from the parent or have all of their actions you’ve taken to-date sort of, are those the sum total of the activities that you plan on execution?

A - John Rowe

Fairy, do you want to take that the other, the very initial comment.

A - Michael Metzner

The one specific key element is the separate credit facility that we are in the process of finalizing arrangements on and that should be completed in the next couple of weeks.

Q - Greg Gordon

Thank you very much guys.

Q - Greg Gordon

Thank you.

Operator

Thank you. The next question is coming from Ashar Khan of SAC Capital. Please go ahead your line is live.

Q - Ashar Khan

Good morning and congratulations.

A - John Rowe

Thank you very much.

Q - Ashar Khan

Can I just going on to the earnings, I am just trying to do a proforma, if I go to the release and John I don’t know if you can help me on this, on Page 19?

A - John Rowe

I will pass on to Mr. Young, when you get pass the first five pages that require the CFO.

Q - Ashar Khan

Alright, Page 19 ComEd, do you get what hour sales for like you know 83 terawatt hours. And if I am right for the year, and then the average price was about 3750, and am I correct if you were kind of like selling in the open market right now you would be getting something in the 50 right now going into '06. So if one was to do a proforma as if an auction or we were selling the ComEd loads to market, we can just take the difference between the, an implied 50 price, somewhere in the 50s and 3750 and multiply it by the 83 terawatt hours. Would that be a correct calculation?

A - John Young

From whose perspective?

Q - Ashar Khan

From the Generation company's perspective in terms of its improvement and profitability once you get into market?

A - John Young

You know I think you need to look, the calculation is fair up until the point the volume of ComEd isn’t all going to be served by the Generation company.

Q - Ashar Khan

Okay, but right now that’s, that is the ComEd volume, isn’t it? Or what they are being served, right? Whether it's served by Generation or it's served to other customers, but that is a volume right now of ComEd’s own volume that’s dedicated to ComEd right now in 2005, is that correct?

A - John Young

That’s right.

Q - Ashar Khan

So, I can take that volume which supplied at 3750 right for the year average, correct?

A - John Young

Right.

Q - Ashar Khan

And current price is, you are saying is around in the 50s, correct, in the market. Is that a fair number?

A - John Young

That’s close.

Q - Ashar Khan

Okay.

A - John Rowe

Oh wait a minute, this is John Rowe, just between John and my, you first got to pick up the point John Young made about how much of that load, Exelon Generation can supply, it's limited to 35%. So, the rest of what ex-Gen sales would be into the wholesale market. And you can decide for yourself whether that makes a difference. You also will have to take into account to some extent, the difference between the price for base load power and the price for the full load following product, and I just want to make certain that John and Mike are picking that up in their answer to you.

Q - Ashar Khan

What would be the price for the full load product right now, can I just get a…

A - John Young

Sure, there is probably a dozen self side analysts on the phone can walk you through that, but most of them have also done it correct, and we’d be happy to walk with you too. In general, you are right, the page you’re looking at 19, that’s what Generation currently sells to ComEd, you have to make a judgment as to what a price would clear out of an auction, whether that’s somewhere in the mid to up or 50s, you kind of have to make that decision based on your forecasted prices. You would apply that difference to the amount that generation currently sells to ComEd, that’s the potential pickup from the Generation side of the equation.

Q - Ashar Khan

Okay. And John, if I can just end up, right now is it fair, second quarter merger close is still pretty key possibility, correct as thing stand?

A - John Rowe

We agree with that.

Q - Ashar Khan

Okay, thank you very very much.

A - John Rowe

Thank you.

Operator

Thank you. As a reminder, we do ask the analysts to limit themselves to one question. Our next question is coming from Josh Elvin of Board Abbitt (phonetic). Please go ahead you line is live.

Q - Josh Elvin

Good morning.

A - John Rowe

Good morning.

Q - Josh Elvin

Good morning, you know over the past several months you have taken steps to arrangement ComEd, assuming you reach a cap and defer settlement in Illinois along the lines you have proposed, will you then take steps to undue the ring fencing of ComEd?

A - John Rowe

May be a little of it, not all of it, as you look at the way PSEG & PSENG are organized, they also have some of those ring fence characterizations in place, I think we would continue to keep active boards in the retail subsidiaries. I think we would continue to try to have financial structures that can’t stand on their own because all of these affiliate relationships get revisited from time to time, we want to make certain that we have retail companies that can’t clearly comply with the requirements of the various state.

Q - Josh Elvin

Thank you.

Operator

Thank you. Our next question is coming from Steve Fleishman of Merrill Lynch. Please go ahead, your line is live.

A - John Rowe

Good morning, Steve.

Q - Steve Fleishman

Hi John, two questions. First, I saw a recent story that Oyster Creek maybe on the block, and I guess, I wanted to confirm if that’s the case, and whether if that were the case that would be the kind of thing that could resolve the PSE&G & New Jersey issues pretty much on its own?

A - John Rowe

I can’t confirm or deny any comments about a specific plan Steve. And just let me say that, we believe there are lots of different ways to address the concerns that are being raised in New Jersey, we intend to be very flexible about doing it. Just remember, operating nuclear plants is big part of our business. But, we just can’t address any specific plant until we have a regulatory situation worked out, and until we can deal squarely with employees at whatever every plant that may be effected, right now it is the lot bigger concern on the fossil plants where we sent 4000 megawatts will go when it is on a nuclear plant.

Q - Steve Fleishman

Okay.

A - John Rowe

I know that’s not an answer, but its all I knew.

Q - Steve Fleishman

Okay, and then totally separate, on the goodwill write-off, for you standalone or I guess even thinking as a merged company, obviously that impacts your book, ratios, debt-to-capital, equity capital, but has no impact on your cash flow. So I guess if we're thinking going forward in terms of how you are thinking about your balance sheet and use of cash and the like, does this change very much in your minds or not?

A - John Rowe

We don’t think so. The way the Illinois statue works, that goodwill is part of our equity for doing the earnings cap calculation through 2006, but we we're not allowed to establish rates, thereafter based on earning on the goodwill, and therefore I don’t see this having any new cash flow impact at all. John Young or Bob McDonald, ComEd's CFO might want to add to that comment, but, I think the real answer to your question is a deal was made way back in '97, that deal said that Generation would go to market, the ICC affirmed that yesterday, but the corollary of that is that ComEd has no way to earn on that goodwill. So I think these are just two sides of the same deal and it would be a fair deal.

Q - Steve Fleishman

Okay. Thank you.

Operator

Thank you. Our next question is coming from Paul Ridzon of Key McDonald. Please go ahead, your line is live.

A - John Rowe

Hi, Paul.

Q - Paul Ridzon

Do you think you could possibly settle the distribution case or do you anticipate that thing fully litigated, and then just as a follow-up, wondering separating whether from demand destruction, did you see any evidence of demand destruction?

A - Ian McLean

I’ll do my best and then I am going to ask John or Jack to chip in. But on the first case, I think a settlement is at least possible and perhaps even probable with some parties, because Illinois law is very clear that partial settlements still have to be fully reviewed by the Commission, and I can’t imagine that we would have a settlement with every objecting party, I think, you know the Commission will still have to make a full ruling in Illinois, but as I indicated earlier, we promised we proposed a phase in proceeding, we will propose it. If somebody will come talk to us, we would be delighted to group that in a settlement, because we think it would make life better for our customers, and can basically take care of our shareholders very well at the same time. But that requires, somebody else to dance and the teenage boy is tired of asking one of the girls who was going to have to signal little willingness now too. And as to the demand destruction, my colleagues are all growling at me. I remember how awkward teenage boys are and I have really God know which.

Q - Paul Ridzon

So we will go on a demand infrastructure.

A - John Rowe

No, that we haven’t seen demand destruction, the growth in the PECO part of the business is right at about 1%, whether normalized and the growth in the ComEd business is a little better than that 1.5%.

Q - Paul Ridzon

And just a real quick question, have you put any oil hedges on to protect synthetic fuel cash flows or earnings?

A - John Rowe

Yes.

Q - Paul Ridzon

Can you give us some sense of?

A - Matthew F. Hilzinger

Yeah, the synthetic fuel, we created about $0.10 of earnings in '04, $0.10 of earnings in '05, we believe that there will be some potential phase out there, decline there maybe $0.05 to $0.06 this year. We have done some things to protect some of the cash flow connected with the synthetic fuels, but that’s kind of where we are.

A - John Rowe

That was Matt Hilzinger, Exelon’s Controller.

Q - Paul Ridzon

Thank you.

Operator

Thank you. The next question is coming from Daniele Seitz of Dahlman Rose. Please go ahead.

Q - Daniele Seitz

Hello, hi. I just was wondering if you are looking for more complete method of implementation through the distribution case, and you intent to leave whatever the ICC decision is, as is and we’ll implement additional message to make it more specific?

A - John Rowe

I am sure the answer to that is yes, but I know the question is more illuminating than the answer. Basically we intend to fully comply with the ICC decision and just in order to protect our record we may seek reconsideration or appeal from some of it, but the real answer is, you know, they give the order we issue in March. And certainly that's true renewables and energy efficiency, which is something we were working on before that things happened last August anyway. And do you have anything you would like to add to answer Daniele’s question.

A - John Young

Hi, Daniele.

Q - Daniele Seitz

Hi.

A – Company Speaker

The only thing I would add, we are still taking a look at the order, 250 pages obviously there is, you know, we want to make sure we fully understand that as John indicated and gives us an and adopt the option, it gives us the direction uncertainty that's what we are looking for. Most of the amendments that were adopted yesterday looks like they are consumer protection addition, the addition of workshops around retail market, the addition of workshop and we are making for ground energy efficiency and demands like management, the addition of Illinois market monitoring unit. And I think we are supportive of all those. We continued to be concerned about the prudence review of today, it’s a structured prudence review but our position on that but then that is unnecessary and for great costs. So, we will be taking a hard look at that. As John indicated that we will file a petition from rehearing to protect the records on appeal.

Q - Daniele Seitz

Okay, thanks a lot.

Operator

Thank you. Our next question is coming from David Schanzer of Janney Montgomery. Please go ahead.

Q - David Schanzer

Yes, good morning.

A - John Rowe

Good morning, Dave.

Q - David Schanzer

My question has to do with the nuclear outages. I know that you had about 20% fewer outage days in the quarter compared with the last year, but the associated expenses were normally higher. I was wondering if there are any big items in there, something that could be reoccurring going forward?

A - John Rowe

That’s the post phase 19 plus, and so we’ll ask you to refer that to Chris Crane. Chris?

A - Christopher Crane

The outage expenses for '05 and we’ll see it in '06 not materially huge, but they've increased due to industry-driven inspections on piping, reactor vessels as a result of the Davis Bessy (phonetic) event two years back. So, we anticipate spending a few million dollars more on each one of those sites to cover that. There is slight escalation in some of our labor contracts that’s primarily proactive inspections of passive components in the reactor.

Q - David Schanzer

Great, exactly what I was looking for, thank you.

Operator

Thank you. Our next question is coming from Hugh Wynne of Sanford Bernstein. Please go ahead your line is live.

A - John Rowe

Good morning, Hugh.

Q - Hugh Wynne

Good morning. I just wanted to start by echoing Kit's comment that I think the quarter's results were greatly reported in the onward march of human progress, primarily my hope is that I might get the answer, answers to two questions as well. My first question is the $88 million annualized mark-to-market loss, if you remind me why that excluded from GAAP earnings if it derives from a non-trading activity but its being taken as a head to your income statement that it sounds to me like it must result from being effectiveness of a hedge?

A - Michael Metzner

Now, John Young is going to pick up on this, because he can give you a much better than I can Hugh. But, that was a quarter event, if you look at it over the year, I think the number was either plus or minus one penny. So, in terms of the consequence of the year this is not the 11 or 12, that item it looks like here, but John you want to pick up?

A – John Young

We have excluded this starting, I think in the first or second quarter of 2005, and it is included in GAAP earnings that’s excluded from our operating earnings representation. These are unrealized and they are related to hedging our gas, oil and some little power, a little bit of coal, but they reversed as these transactions settle going forward. Looking at year-after-year-after-year and it's not my design but at the end of the year it's plus or minus a penny.

Q - Hugh Wynne

Great, that's fine, thank you. And then I guess the last question was regarding the likely next steps in the Circuit Court case, the suit - the Attorney General and the Citizens Utility Board, is there any indication that those parties are going to appeal this decision to a higher court or this is the end of their suit against you?

A - John Rowe

I think they will now kind of do what the District Court said, and appeal the ICC decision itself. They may - maybe they like every form imaginable, but their route is much more straightforward appealing the ICC decisions then it is appealing the Circuit Court’s denial of their request for previous decision injunction.

Q - Hugh Wynne

Okay. But the effect is then that there are still some residual legal uncertainty although the initial decisions of all kind of ways?

A - John Rowe

Always some legal uncertainty that - when you find me a certain lawyer, I assume you will be in a museum.

Q - Hugh Wynne

Alright, thank you much, I appreciate it.

Operator

Thank you. The next question is coming from Vic Khaitan of the Deutsche Asset Management. Please go ahead.

Q -Vic Khaitan

Yes thank you, and congratulations on yesterday's ICC ruling. Did it surprise you to get five in all, and the real question then is that how would the distribution case the CND case will come up? How would these commissioner vote because there seem to be his staff is recommending fairly low rate pays there?

A - John Rowe

Well, I don’t think there is any particular useful way to comment on whether we were surprised, we obviously hoped for this result. We think that all of the commissioners showed great courage in sticking to a record that has been developed over eleven months and not responding to outside pressures. We particularly think the new Chairman who was being in an awkward position showed infinite courage in that regard. And one should never be surprised when humans live up to their obligation but one should always be deeply grateful. As to the delivery rate case the staff recommended what we think is a kind of Greg Coney in result, one of my people suggested that this might be the staff’s idea of a rate increase litigation proposal. I suspect that someone will negotiate with the staff. I suspect that the amount of the delivery rate increase that we requested that we get will to some extent be affected by our success or lack thereof in finding somebody to negotiate with on the rate pays in. The staff itself has taken a highly principle better positions over the past few years, sometimes like on goodwill where it’s a cause up some pain and suffering, sometimes like on procurement where we’ve been delighted to have them as an ally. I think in initial filings on rate cases staff tries to set it up itself to have maximum negotiating leverage, but one should note that the staff is doing just what one of the commissioners said it does, which is try to make certain that the commission in itself act for consumers. So, we take their position very seriously, and we would hope they would want to be an active party in the settlement negotiation. Ian, you want to add to that.

A - Ian McLean

No not at all, I think you’ve covered the only thing I would also say. I consider to be very early in the case they have filed first round testimony, that’s how we’ve see today, there is several more round of testimony we are hearing schedule for the end of March, ALJ opinion sometime in May and June. So, there is time on that and I think we hope to work with staff and meet their concerns, some of their concerns are related to what they precede to be a lack of foundation, we need to provide them with more evidence I think we can go through some on that, some of them as John indicates our positions that they feel strongly on principle, but we are working with them and we’ll continue to do that and I think it’s certainly indicates.

Q -Vic Khaitan

And John just a quick follow-up to yesterday’s ruling, couple of newspapers said that both the Governor and Attorney General are still going to fight this ruling. So, again I am not giving up I guess?

A - John Rowe

Well, you read the same newspaper as I did. I don’t expect them to give up, but I do hope that they recognize that they recognized that they now lost before the commission; they’ve lost in FERC, they have lost in every objective forum that exists. And that they’ll try to say, okay let's find a way to negotiation, and make certain we protect the interest we care most about but, I would like to think that they will now do this within the framework of the laws that exist. This is yesterday’s result is a huge victory for both their implementation of the statuette, the implementation of the market and for ComEd’s financial position as they tries to do good job for customers, but I’ve been quoting Winston Churchill’s comment about El Alamein in all of my life, “It’s not the end of the beginning of the end, it’s is the end of the beginning”. I think the commission has now made clear what the law and policy is, and we will be actively trying to work things out. But, one should always remember another Churchill comment, which is, “Before the El Alamein the British never won, after it they never lost”. I’m at least hope.

Q -Vic Khaitan

Thank you again, and see you later.

Operator

Thank you. Our next question is coming from Zack Schreiber of Duquesne Capital. Please go ahead your line is live.

Q - Zack Schreiber

Hi, it’s Zack Schreiber from Duquesne. Can you hear me?

A - John Rowe

Yes Zack, welcome.

Q - Zack Schreiber

Thanks. Just a follow-up on the prudency review, and I recognize you have had a chance to go through the order or I must say Ian sheet going through it pretty closely.

A - John Rowe

Ian has four horses. We care for but other than that she works on that.

Q - Zack Schreiber

She just, just on the prudency review. Am I correct that the prudency review provisions in the final order or an improvement relative to the prudency review provisions in the ALJ Iraq in terms of making it less open-ended with the annual reconciliation and the more exclusive provisions around the presumptions of prudency in terms of who has to bear the burden approved to in terms of the future reconciliation proceedings. This is an improvement over the ALJ, which you had an issue with or is this sort of an inline with the ALJ or is that worse than ALJ?

A - John Rowe

I know that you are correct, but I want Ian to end the answer because he and she are further in the reading more than I am.

Q - Zack Schreiber

Okay.

A – Ian McLean

Thanks, probably further then all of that, hi Zack.

Q - Zack Schreiber

Hi Ian.

A – Ian McLean

You had that right, what the commission amendment is an improvement over the ALJ opinion, what we heard from the bench yesterday was the commission are riding Commissioner Diaz owned the concerns about prudency review, they were not only our concerns but suppliers were very, very vocal on that issue, and so they did strengthen that, they adopted some recommendations by staff who chose the position that you know you really didn’t need the prudency review either, but if you are going to do it you have had to show it up a little, structure it a little bit more and as you indicate, the presumption is stronger going into the prudency proceedings that the burden is on the other side to show that there is something better out there that could have been purchases or could have been done. And also that the issue of prudency will be looked at in the annual forward-looking proceedings that we will be having to determine whether you need it in the future. I mean that was staff’s recommendation in oral arguments, we are going to try it, you know lest at least revisit it because we don’t think you need it and so that was part of what they incorporated as well.

Q - Zack Schreiber

Got it, and just a follow-up. In terms of the DOJ, I mean not them filing utility mergers for ten years, I’ve never seen one take this long, I have never seen the weighing period not expire, I mean clearly you folks seem very confident, we got to the third process without going to hearings and it now seems like a state of New Jersey with a PJM guy and the DOJ are trying to go through instead of recreate what they seem FERC should have done on in terms of the process, who has the legal authority to opine in the wholesale market, where does the jurisdictions start and stop relative to deferred relative to DOJ. Does New Jersey even have under its public interest standard authority to review the wholesale market?

A - John Rowe

I want to Dulcie to answer all of that, I think you know my views on the general answer but let Dulcie start from back to front.

A – Company Speaker

The Hart-Scott-Rodino waiting period has run, DOJ takes the positions as they have general authority under here, and I trust laws should determine quite in access to review this, and we are in conversation with DOJ, and we hope that review will be concluded soon. The New Jersey…

Q - Zack Schreiber

And before going to New Jersey, Dulcie, I’m sorry but the weighting period of DOJ has expired?

A - Dulcie

Correct.

Q - Zack Schreiber

And does that mean that wanted to expire for two weeks they have to sort of put up or set up, isn’t this the way it works?

A - Dulcie

Not really, I would be delighted to talk to you about the process.

Q - Zack Schreiber

Okay.

A - Dulcie

The process. The New Jersey statuette requires the board of public utilities to look at the effect on competition of any merger.

Q - Zack Schreiber

Got it.

A - Dulcie

I mean they contempt that because their retail basic generation service auction is impacted by wholesale market. They have the legal rights to look at wholesale market, we can argue with them as to the law and attempted to do so but I'd really rather workout something that is satisfactory and give them the ultimate comfort that we are not in the position to act in concert with others inappropriately raise market prices, and exert market power. We believe that the Boulering analysis which will come to an acceptable, hope and believe that the Boulering analysis will come to an acceptable result. And that that we will do something that is consistent with the commitment we have already made at FERC and things will go on.

Q - Zack Schreiber

Are we anywhere near the point where the mitigation measures that we are going to be asked to take to meet these two additional regulatory approvals start to undermine some of the economic and strategic rationale of the merger, while we know we are near that point?

A - John Rowe

No, we‘re not there. Please look very carefully the mitigation requirement, this is good time to selling power plants and they’re quite consistent with our deal case.

Q - Zack Schreiber

Good time to own them too?

A - Dulcie

We want to do both.

Q - Zack Schreiber

Thanks so much.

John Rowe, Chairman, President and Chief Executive Officer

Thank you. I think we are almost out of time and Mike if it makes sense I’d just like to make a couple wrap-up comments.

Michael Metzner, Vice President and Treasurer

Yeah.

John Rowe, Chairman, President and Chief Executive Officer

First, thank you all for being here. Second, we are obviously very, very pleased by both the operating results for the year, and with the Commissions’ decision yesterday which is a major affirmation with the Illinois law means what it says. I would reiterate what I said earlier the goodwill write-off is a realistic effort to look at ComEd's future cash flows in accordance with the accounting requirement. And it is also to some extent the other side of the ‘97 deal. Exelon generation is an unregulated generation company. ComEd is a much smaller company in terms of its balance sheet, its earnings power than it used to be. We think all of these things go properly together.

As we look back at our operating earnings over the 5 years since the merger we are obviously also pleased that we have been able to deliver 10% as we look at the future and as you look at the future we don’t expect to see as much consistency. All of us think ‘07 looks like a much better year than ’06; we don’t expect to see that kind of growth continuing in the subsequent years. There is a much larger commodity element in this company now than there was before. We ‘re doing our best to bring you some of the best of both an unregulated Generation business and honest regulated delivery businesses. We will continue to do that, we will continue to work very hard to make agreements in both Illinois and New Jersey that make public constituencies contented that the best interest of their constituencies are being served by the Exelon companies, and we will spare no effect to do that, and meanwhile we are delighted with the results we have been able to give all of you. Thank you very much.

Michael Metzner, Vice President and Treasurer

Thank you operator, that concludes the call.

Operator

Thank you. This concludes today's Exelon conference call. You may now disconnect your lines and have a wonderful day.

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Source: Exelon Corporation Q4 2005 Earnings Conference Call Transcript (EXC)
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