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Exelon Corporation (NYSE:EXC)

Q1 2006 Earnings Conference Call

April 26th 2006, 11:00 AM.

Executives:

Joyce Carson, VP IR

John Young, EVP, VP Financial Markets & CFO

John Rowe, Chairman, President & CEO

Ian McLean, President, Exelon Power Team

Matt Hilzinger, Controller

Robert McDonald, SVP & CRO

Anne Pramaggiore, ComEd SVP, Regulatory & External Affairs

Betsy Moler, EVP Government & Environmental Affairs

Randy Mehrberg, EVP, CAO & CLO

Analysts:

Greg Gordon, Citigroup

Leslie Rich, Columbia Management

Paul Fremont, Jefferies & Company

Josh Levin, Lord Abbett

Dan Jenkins, State of Wisconsin

Paul Patterson, Glenrock Associates

Steve Fleischman, Merrill Lynch

Daniele Seitz, Dahlman Rose & Co.

Operator

Good morning, ladies and gentlemen my name is Ian and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Exelon Corporation First Quarter 2006 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. Operator Instructions. It is now my pleasure to turn the floor over to your host, Joyce Carson, VP of Investor Relations. Joyce, you may begin your conference.

Joyce Carson, Vice President, Investor Relations

Thank you, Ian. Good morning and welcome to the Exelon First Quarter Earnings Review and Update Conference Call. Thank you for joining us this morning. 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 Mary Snyder at 312-394-5222 and she will fax or e-mail the release to you.

This call is being recorded and will be available through May 10th by dialing 877-519-4471. The international call-in number is 973-341-3080. The confirmation code is 722-7985. In addition, the call will be archived on our 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 will 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 earnings that exclude mark-to-market adjustments from hedging activities, the expected contribution from our synthetic fuel facilities, significant impairments of intangible assets, certain severance costs, certain merger-related costs, potential and new accounting pronouncements and other items we view as unusual.

We believe these adjusted operating earnings 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 earnings and adjusted non-GAAP operating earnings.

With me today are John Rowe, Chairman, President and CEO; John Young, Executive Vice President, Vice President Financial 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 first quarter 2006 results and the outlook for the balance of 2006. We scheduled an hour for this call. John Young will begin with a discussion of our financial results.

John Young, Executive Vice President, VP Financial Markets, Chief Financial Officer

Thank you, Joyce. Good morning. Exelon Corporation announced first quarter adjusted non-GAAP operating earnings of $420 million or $0.62 per diluted share compared with earnings of $452 million or $0.67 per diluted share in the first quarter of 2005.

On a GAAP basis, Exelon reported net income of $400 million or $0.59 per diluted share for the first quarter of 2006. This reported GAAP number includes several after-tax items; $0.02 per share of mark-to-market losses related to hedging activities, $0.01 per share of certain integration costs related to the proposed merger with PSEG, $0.01 per share of costs associated with the tax settlement related to our previous investment in Sithe Energies and severance costs reported during the quarter and lastly, $0.01 per share of earnings from investments in synthetic fuel producing facilities.

These four items are excluded from our operating earnings of $0.62 per share as represented on page 6 of the table that accompany the earnings release.

As I mentioned during last quarter's earnings call, we have changed our current and historical segment presentation from the Exelon Energy Delivery to separate reporting for ComEd and PECO.

The major driver of the year-over-year decrease in operating earnings per share in the first quarter were lower sales volumes at ComEd and PECO due to unfavorable weather compared with last year's first quarter. Weather cost us about $0.03 of earnings at PECO and $0.01 at ComEd despite healthy core growth at both utilities.

Increased operating and maintenance expenses, including costs associated with the recognition of stock compensation expenses related to the adoption of a new accounting standard, higher operating costs and nuclear refueling expenses, higher pension and other post retirement benefits and higher bad debt expense.

Increased depreciation amortization expense, including the scheduled increase in CTC amortization at PECO as expected and increased interest expense primarily due to the debt issued in March 2005 to fund Exelon's pension contribution and higher interest rates on outstanding variable rate debt. And finally, increased taxes other than income primarily due to favorable tax settlements in 2005.

Partially offsetting these negative drivers were higher wholesale margins at Generation’s and increased electric revenues at PECO associated with previously authorized rate increases. As we discussed and quantified in our press release this morning, Generation's year-over-year first quarter earnings increased due to the repricing of forward hedges at higher prices than in prior periods combined with higher stock market prices and increased nuclear generation.

As you can see from the tables in the earnings release, average realized wholesale margins on all sales at Power Team during the first quarter of 2006 were up 15% over the same period in 2005. This increase was partially offset by the contractual decrease in prices associated with Generation's power sales agreement with ComEd and higher operating and maintenance costs, including costs associated with the recognition of stock compensation expenses and nuclear refueling expenses. The change in the power sales agreement with ComEd had no impact on Exelon's consolidated results.

I will turn now to our energy delivery business at both ComEd and PECO. ComEd -- the decrease in ComEd earnings in the first quarter compared with the first quarter of 2005 was primarily due to unfavorable weather and an increase in the reserve for potential SECA refunds. Additionally, operations and maintenance expenses primarily due to the recognition of stock compensation expense and other miscellaneous expense items increased from the prior quarter. These increases were offset as anticipated by the change in the power sales agreement I mentioned earlier.

Total unadjusted kilowatt hour deliveries decreased about 0.5% in the first quarter compared with the prior year, which is the net effect of higher deliveries from growth offset by unfavorable weather. As many of you know, January weather in ComEd service territory was the warmest in more than 30 years. Heating degree-days in the first quarter were 11% below the prior year and 16% below our estimated normal level. According to our models, weather had about $0.01 per share negative impact on the earnings of ComEd in the first quarter compared to prior year and relative to normal weather.

At PECO, earnings decreased primarily due to unfavorable weather and higher CTC amortization, which were partially offset by increased revenue from a previously authorized rating base. An increase in CTC amortization was fully anticipated and included in our guidance.

Total unadjusted kilowatt hour deliveries decreased about 2% in the first quarter compared with the prior year, which is the net effect of higher deliveries from growth offset by unfavorable weather. Heating degree-days in the first quarter were 17% below the prior year and 15% below our estimated normal level at PECO. According to our models, weather had about $0.03 per share negative impact in the first quarter compared with the prior year and relative to normal weather.

In our earnings release, we have provided much more detail regarding our first quarter results and we will be happy to respond to your questions later in the call.

Now, let's spend a minute on the balance of the year expectations. The major drivers of our projected year-over-year growth in operating earnings for the balance of 2006 are essentially the same as what we told you in the January EPS waterfall chart that was included with our fourth quarter earnings release. We expect improving Generation margins, continued strong operational performance and core growth in our delivery businesses to continue to drive earnings growth.

As far as our 2006 outlook, we are reaffirming our initial standalone 2006 operating earnings guidance of $3.0 to $3.30 per share. I will remind you that our full-year operating earnings guidance excludes mark-to-market adjustments from hedging activities, the expected earnings contribution from our synthetic fuel facilities, significant impairments of intangible assets, certain severance costs, certain merger-related costs, potential new accounting pronouncements and other items we view as unusual.

We estimate GAAP earnings will fall in the range of $3.0 and $3.30 per share as well. This is down a nickel per share from the previous estimate of $3.05 to $3.35 per share due to the expected partial phase-out of tax credits related to synthetic fuel producing facilities.

As we noted in the earnings release, continued high oil prices could result in a further reduction in GAAP earnings related to synthetic fuel producing facilities due to an additional phase-out of tax credits and potential significant asset impairment related to the credits. These earnings estimates do not include any impact of any future changes to GAAP.

Both our operating earnings and GAAP earnings guidance are based on the assumption of normal weather. We believe that the ongoing strength in our core operation and our low-cost generation position us well to deliver on this guidance.

As we mentioned in January, we are in the process of updating our projections for the merged company, 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 road shows in several major cities. We would also like to remind you to mark your calendars for our First Annual Exelon Electric and Gas Investor Conference, which we plan to hold here in Chicago on December 12. So, please save the date for this important event. Now, I would like to turn the call over to John Rowe.

John Rowe, Chairman, President, Chief Executive Officer

Thank you, John. As John has described and as the numbers show from an earnings perspective, our first quarter can best be described as lackluster. We are of course disappointed in that and what I want to do next is to try to show you what is going on and why it is that we continue to have confidence that we will be able to perform within our guidance range of $3.0 to $3.30 for the entire year.

And we base that estimate and projection on some very detailed work that we have done with our entire management in assessing the implications of the first quarter. First, our Nuclear performance led by Chris Crane continues to be very good indeed. The nuclear fleet achieved a capacity factor of 91% in the first quarter compared with 89.9% for the first quarter of 2005. Refueling outages were completed at Clinton, LaSalle 1 and Limerick 1 with an average of 24 days duration.

LaSalle 1 set a world record for longest continued run among light water reactors at 739 days online prior to the start of its refueling outage. Limerick 1 completed its sixth consecutive under 20 day refueling outage for the site. I am told that is more than any other site in the United States. I believe and these numbers support the proposition that Chris and his team are running one of the finest nuclear operations in the United States.

We have showed tangible improvement in the work that Chris's team is doing for PSEG at the Salem/Hope Creek site. That site is being managed by Exelon Generation under the nuclear operating services agreement. It had a combined generation in the first quarter of more than 7.2 million megawatt hours with a capacity factor of about 100%. In fact, I believe the number was a hair over that, which suggests that the rating probably had to be adjusted at some point. The increase in net generation compared to the first quarter of 2005 is about 1% if you remove the effect of the refueling outage at Hope Creek in the prior year.

More importantly to that, I believe the stability of that site is increasing relationships with the employees are very good and I believe those sites are beginning to rebuild some real respect among the regulators. Our fossil fleet commercial availability for the quarter was strong at 92%. Hydro performed well with an availability of 98%. As you know, and as I will come back to, it simply is a fact that our low-cost, well-run Generation fleet is the single major driver of our earnings performance in the next several years.

Recent events in world energy markets, indeed the newspaper every morning, have shown that gasoline and natural gas and other fossil fuels have reached record levels. These price behaviors affect the costs of electricity as well. Even in states that have retained traditional cost-based regulation, some utilities are seeking double-digit rate increases. Competitive jurisdictions and jurisdictions, which are heavily dependent on natural gas for local environmental reasons, have been particularly hard-hit and in some cases, these effects are especially large because of timing.

In a number of states, including Illinois, which is especially important to us, these overall effects coincide with the end of a restructuring transition period and its accompanying rate freeze. In the long run, neither competition nor regulators can shield consumers or for that matter shareholders from the underlying reality of the world energy market. At Exelon, we are doing our best to capture advantage for our shareholders in these energy markets while trying to provide appropriate protections for our customers. As you all know, as we have long recognized, the underlying nature of the Exelon business is changing.

In 2002, a time of low energy prices and various transition restructuring agreements, almost 80% of our earnings came from our regulated distribution utilities. Today, that number stands closer to 50%. By 2007, we expect that our distribution utilities will provide significantly less than 50% of our earnings. Exelon is increasingly engaged in a commodity business, one that is subject to worldwide price cycles and increased price volatility. Through Power Team, our marketing group, we have developed state-of-the-art risk management tools, including carefully structured hedging programs to meet the changing reality of wholesale energy markets.

We have strengthened our balance sheet and increased our credit lines to support these programs while attempting to diversify our portfolio both geographically and in terms of generation and fuel type. Our steady earnings growth over the past five years is evidence of our success, not only at cutting costs, but in building our Generation portfolio to meet these conditions and opportunities. And again, as you know, going forward, our earnings are more largely driven by the commodity market than they are by further cost management opportunities, except those involved in the merger.

It is very important in this context that our retail affiliates develop tools to manage the risk for the retail customers. How we confront the challenge of dramatic retail price increases will have ramifications for years to come. We are trying to strike balances that protect your investment in these challenging times. We have forcefully and to date successfully resisted those who would require shareholders to continue to subsidize customers at below-market prices, but we have been equally aggressive in looking for ways to mitigate the price volatility that our customers seek.

For the longer term, we remain convinced that we must successfully align customer interest with shareholder interest if competition is to succeed and market evaluation is to remain accepted for the output of our power plants. That leads me directly to a discussion of Illinois. By now, you all know that in January after a great deal of effort by Frank Clark, Anne Pramaggiore and her team, the ICC in a 5 to 0 vote approved a statewide auction in which ComEd and Ameren would buy power for their Illinois customers.

That decision should ensure that ComEd is financially able to purchase its power at the lowest available market price to assure reliability and affordable service in Illinois. We were very gratified by the Commission's decision, which came at the end of a protracted legal and regulatory process and came despite enormous political pressure. The decision not only helps ComEd to be able to meet its procurement commitments, it also recognizes Exelon Generation as a separate market-based supplier. In this context, ComEd's residential customers will inevitably see a price increase.

After a 20% rate reduction and a nine-year rate freeze and given the recent run-up in energy prices generally, it is very likely that rates will increase above today's artificially low prices. Additionally, in August of '05, ComEd filed a distribution rate case to recover the $3 billion it has invested in infrastructure improvements during the current rate freeze. That rate case is also designed to enable ComEd to recover its increased costs for wages, healthcare, insurance, security and other key aspects of the business. We expect a final ICC decision in July.

We recognize that the adoption of a competitive procurement process together with the distribution rate increase will put price pressure on retail customers. To ease the transition, ComEd proposed a safety net proposal with the ICC to phase in any procurement and delivery service rate increase. That plan would guarantee that average residential rate increases at the end of 2009 will be no higher than the rates were in 1995. Specifically, the plan limits residential rate increases to no more than 8% in '07, 7% in '08 and 6% in '09. We propose to recover the costs of the deferral with carrying charges over a three-year period beginning in 2010.

The proposal was submitted in ComEd's rate case, but by agreement of the parties will be reviewed in a separate proceeding before the ICC. We think that our safety net proposal is a proper way to ensure a financially stable delivery utility to support the working of the competitive marketplace and to soften the effect of rate increases on our customers. In the future, price increases will also be mitigated by the staggered three-year purchase power contract ComEd will execute in connection with its auction in September.

Let me say that our progress in meeting the Illinois situation is probably our single largest accomplishment in the first quarter. While risks will remain until others are more comfortable with a market-based environment, I am terribly proud of what our team has done over this period. I would now like to turn to the merger with PSEG.

We have continued to make slow but steady progress toward closing the deal. We remain unequivocal in our intention to close the deal and in our view that we can do so in a way that will serve the best interests of our shareholders. In late January, the Pennsylvania Commission gave a unanimous approval to the merger with the Chairman noting it's a big deal at a good deal. In February, the PJM market monitor concluded that the proposed Exelon PSEG market mitigation plan could adequately address market power concentration concerns in the PJM energy markets provided that virtual divestiture is accepted.

We have yet to receive approvals from either the Department of Justice or the New Jersey BPU. We of course are terribly frustrated by the extent of review that has been required. We are in ongoing discussions to obtain these approvals and we will continue to work at doing so. In New Jersey, hearings concluded at the end of March. Final brief are due by May 10. We believe the record overwhelmingly demonstrates that the merger will be beneficial to customers, but we do not expect a quick resolution.

We are confident that the merits of the deal will ultimately prevail, but we expect that settlement demands will be greater than the $120 million we have proposed. We nonetheless hope and expect to complete all the regulatory reviews and close the merger by the third quarter of this year. We have substantially completed all of our merger integration work. Randy Mehrberg and Ralph Izzo of PSEG have led that effort and are prepared to quickly consolidate our businesses.

We remain very excited about the ultimate opportunities that this merger holds. As I have said before, we have a platform and are building a platform that we would not trade with any other utility. The combined companies will be well-positioned to be an industry leader in Generation, Electric and Gas delivery and customer service and will be utterly devoted to making value for our shareholders. I want to comment on one more issue that we experienced in the first quarter and that is the issue of managing water with tritium in it at our nuclear plants.

We have had no releases, which have posed a health or safety hazard, but we have failed to manage some of this water in accordance with the highest possible standards. There have been leaks and we simply must clean them up and we will. Chris Crane and his troops are working with our legal department and negotiating the standards for such cleanup as we speak. And we will take whatever steps are necessary to assure that there continue to be no risk to the health or safety of the communities in which we operate.

On the whole, we cannot be ecstatic about this quarter, but we remain ecstatic about what we have done with Exelon since we put it together back in the year 2000. We are pleased with our history of earnings growth. We believe, we can deliver earnings within our target range this year and as you know, we are looking to substantial improvements in earnings in 2007.

Exelon was recently named one of America's most admired companies by Fortune magazine. We appreciate that recognition. We continue to try to live up to it and literally to be the best electric and gas company in the country. We know that to be that we must deliver the superior performance for you in the future that we have done over the past five years and we believe we can continue to do that. I will be happy to take your questions.

Question-and-Answer Session

Operator

Operator Instructions. Our first question comes from Greg Gordon with Citigroup. Please go ahead.

Q - Greg Gordon

Thanks. First, a couple questions for John Young and then one for John Rowe. John, you mentioned timing-related items having impacted the quarter in the release. You didn't specifically address how much of the earnings pressure was just related to shift in timing of expenses in the quarter and the O&M numbers were up quite substantially quarter-over-quarter. Was a lot of that timing or are we seeing pressure on O&M that we should be systematically thinking about rolling through the numbers?

A - John Young

No, remember the earnings guidance we gave you back in January Greg and we stayed firmly committed to that and about $0.03 of that number was timing related and the rest, the $0.04 of weather. Those were the two big impacts.

Q - Greg Gordon

Okay. So $0.03 of general cost pressures were timing related?

A - John Young

That's correct.

Q - Greg Gordon

Then on the O&M, is there any incremental O&M impact versus what you guys thought you would spend over the course of the year due to the Nuclear fleet inspection program that has been implemented after the tritium leaks?

A - John Young

Very, very, very, very small. Yes, there will be some, but right now, and Chris, you might want to comment on this, we may be talking $1 million or $2 million or some number like that.

Q - Greg Gordon

Okay. And for John Rowe --

A - John Rowe

Let me just pick up, or Chris. I don't think we can put a number on the total cleanup costs. The inspection cost, as John said, is not that high, but we have quantified what we could so far in the numbers you have seen, but I don't want you to think the cleanup will only be $1 million or $2 million. You are talking about at least $0.01 a share and maybe several pennies over time.

A - John Young

And Greg you should remember that we did reserve at the end of '05, I think the number was $7 million or $8 million to address some of what John is talking about.

Q - Greg Gordon

Yeah, it was $7 million was in the K.

A - John Young

Yeah. And so I was responding to your question about the inspection and if the inspection shows other things, obviously there will be additional cleanup costs.

Q - Greg Gordon

Okay. Thank you. That's clear. Two sort of strategic questions, one was related to the standalone '07 outlook. You guys have a financial hedging strategy that you have articulated fairly clearly. At this point in time in any given fiscal year, how much of your financial risk on the commodity side of the business would you in the normal course of business have already hedged for the following fiscal year?

A - John Rowe

I would like Ian McLean to answer that please.

A - Ian McLean

Yeah. What we do, as you probably remember is that we set ourselves a target as we go into the fiscal year. So, in other words, at December 31, '05 going into '06, we would like to be about 90% financially hedged. And we do that on a fairly consistent basis over the months leading up to that or over the year leading up to that. We really don't hold back and then suddenly hedge 40%. But we do have some leeway within which we hedge. So, if you look for '07, the difference this year, the kind of slug that is different if you like is the auction. And so, we have made some assumptions around the auction, but we are on track very consistently right now to be nicely hedged at 90% going into '07.

Q - Greg Gordon

Thanks. And the final question for John Rowe is you make a statement in the release, you said in your comments you are firmly committed to the merger. In the release, the language around that says as long as it continues to make economic sense. If anything were to change to make the deal not make economic sense versus the outlook you had when you announced it in '04, what would the key issues be that might cause it to not make economic sense?

A - John Rowe

Well, there are I think only two and they would have to be reviewed in the context of the merger agreement itself. In other words, we pledged and Peggy (phonetic) pledged to do a deal and there are only a couple of exceptions to that in the agreement and it would be better if Randy Mehrberg described them specifically rather than that I do, but at the present time, we believe that the deal can be done and those exceptions will not be triggered. One of those exceptions related to having to sell nuclear capacity. Another one is a typical material change position. The point I am trying to make is that, at the present time, we believe we can get the deal done. We believe we will get it done in a way that will add value to our shareholders. We are unequivocal about that. PSEG is unequivocal about that. But we recognize and they recognized that demands of the state of New Jersey and whatever the DoJ ultimately may require may be different than we initially proposed. Each of us will do what our fiduciary duties require and take a last look at the package when we finally know what all those conditions are. That is what we're trying to say is that we will be honorable, we will be careful, we will be prudent. But I don't want to sound like in any way I am flinching on our belief that this deal remains doable and remains a good deal for shareholders. You'll find no equivocation from me on that at all and I think you'll get none from Jim Ferland either.

Q - Greg Gordon

Okay thank you gentlemen.

Operator

Our next question comes from Leslie Rich with Columbia Management. Please go ahead.

Q - Leslie Rich

Hi, you mentioned in terms of the Synfuel that significant asset impairment might be possible. I wonder if you could walk through what the scenario would be and the magnitude? Is that a physical plant or previously taken tax credits or?

A - Matt Hilzinger

No, it's a non-cash charge. We have on our books in accounting --

A - John Rowe

This is c, our Controller.

A - Matt Hilzinger

We have on our books in accounting terms contractual rights to receive tax benefits, which is an intangible asset. We also have a contractual obligation to pay for part of those rights and the accounting requires us to assess the viability of that intangible asset and based on a full phase-out we'll have to write it off. It's about $125 million or about $0.11. In the future, we will take a look at the non recourse debt that we have that we may potentially not have to pay that and we have a gain upon the extinguishment of that debt. They may certainly occur sometime later on in the future.

A - John Young

And Leslie, just a reminder, all this will be in our non-operating earnings guidance.

A - Matt Hilzinger

And on a cash basis, it is important that understanding accounting is different than cash. On a cash basis, a full phase out besides losing the tax credits going forward, we believe it will have a de minimus impact on our cash position.

Q - Leslie Rich

Okay, thank you.

A – John Rowe

Operator, before we continue, I just want to remind people on the line to limit yourself to one question. We let Greg get away with it because we weren't on top of our game there, but a lot of people queued up, so we would like to limit each questioner to one.

Operator

Thank you. Our next question comes from Paul Fremont with Jefferies.

A – John Rowe

Hi Paul.

Q - Paul Fremont

Good morning I am trying to understand, there was a significant increase in PPO sales at ComEd and I guess other providers have sort of experienced a lot of shopping customers sort of returning to polar. This seems to be going almost in the opposite direction. Is that -- are other retail providers in the Chicago area sort of disappearing from the scene? What is causing that significant pickup?

A - Robert McDonald

This is Bob McDonald. I don't think it is a matter of providers disappearing from the scene at all. I think there is just the dynamic cause between the market prices and what is available to some customers and bundled tariffs. We have a situation in Illinois where if the CTCs go to zero for some customers, they no longer have the option of the PPO price. And so they are in a position of needing to make decisions between bundled tariffs and the different supplier. But at the moment, I think it is just that the PPO offering price was attractive compared to market.

A - Anne Pramaggiore

This is Anne Pramaggiore. I would just add on the issue of whether we're seeing retail suppliers leave no, in fact, what we're seeing is more interest in retail suppliers. We have had a couple of certifications for retailers who are interested in serving the residential market. So if anything, we're seeing growth in that area.

Q - Paul Fremont

Thank you.

Operator

Our next question comes from Josh Levin with Lord Abbett.

Q - Josh Levin

Good morning.

A

Good morning.

Q - Josh Levin

Regarding a global settlement in Illinois regarding market-based rates, could you update us as to where you are in the settlement process? Are you currently holding settlement talks? What is your expectation for a settlement?

A - John Rowe

Anne, go ahead.

A - Anne Pramaggiore

There is a number of things that are going on the front of resolving the post '06 issues in their entirety. One John referred to, and that is the mitigation and plans that we have been talking about for quite a while and that we recently filed at the commission. We filed in our DST case. The commission staff came back and has asked us to set that up in a separate docket, which we will be doing probably in the next several weeks. And that will provide a forum for parties to come in and comment on what we have and also share their thoughts. Additionally, we continue to have conversations with parties. We have been doing that for some time and we will do that. Obviously, the thinking that has been part of these discussions will become more public as the docket opens at the commission and you get more parties having a debate around that. But the conversations are happening and we would expect the dialog to accelerate as the docket opens at the commission.

Q - Josh Levin

Is your expectation that you are going to reach a settlement with all the parties, or this ends up going through the court system and that is you how you get the final outcome here?

A - Anne Pramaggiore

I think our interest is in resolving this through a settlement. That is what we're looking to do and that is the path we're moving down.

A - John Rowe

Let me just add to that. You don't have a settlement, whether it is Anne's work in Illinois or what Betsy and Ralph is or are doing in New Jersey until you have a settlement. And projecting when people will agree is right up there with grading romance movies. But I want to add a bit of explanation to this as a process that is, why is New Jersey hard? Why is Illinois hard? Well, the answer is really very simple. Wholesale prices are going up and they are going up substantially. That is on the whole very good news for Exelon Generation. It is very good news for PSEG Power. It is very good news for the value of the two companies put together. It is very good news for the wonderful work that Chris and Bill Levis and their team have done at Salem and Hope Creek. But rising prices that need to be passed through to customers put a great deal of pressure on regulators and on regulatory consensus and regulatory deal.

The reason we have had a whole lot of issues in Illinois is that prices are going up and it is difficult for regulators and politicians to handle. The reason New Jersey is so difficult is at least partly the fact that prices have gone up substantially in New Jersey. I heard some people say that is all the reason why Exelon would be better standalone. I have heard other people say that is all the reason why PSEG would be better standalone. Our view of the matter is that investors simply need to understand that these competitive structures require nurturing, they require very diligent legal and political protection and they require an understanding that consumers cannot be expected to tolerate too much in the way of rate pressures or one will find oneself trying to protect legal rights in ways that aren't any fun. We were forced to tell you all last August that if the letter from the Governor of Illinois were implemented, it would cause ComEd to go bankrupt. You don't write 8-Ks about things like that lightly. Anne and Bob McDonald, Barry Mitchell, Frank Clark, who spent the last seven months creating a much higher level of confidence that that won't happen. But it took a lot of hard work and it has taken things like the rate mitigation proposal that Anne has made. Likewise, we're seeing these pressures in New Jersey. What is going on in the wholesale power market is very good news for Exelon, for PSEG, for the merger between the two companies. I do caution you not to make your most optimistic forecast and then just assume that it all happens neatly because it requires some work and some concessions to hold all these things together.

Q - Josh Levin

Thank you.

Operator

Our next question comes from Dan Jenkins with State of Wisconsin.

Q - Dan Jenkins

Good morning.

A - John Rowe

Good morning.

Q - Dan Jenkins

I have questions on the rate case process in Illinois. You mentioned in your statement that hearings in the case concluded earlier this month. I was wondering if you could update us kind of on what your position is as far as the amount of rate increase versus say the staff and the major interveners like CUB and AG.

A - John Rowe

Anne or Bob MacDonald can do that.

A - Anne Pramaggiore

I'll start. Just to give you an update on timing, we finished hearings and filed our initial brief yesterday. There will be another brief in early May and then the Administrative Law Judge will issue his opinion. June 8 is the date as it's set now. There may be some flexibility around that date, but it is roughly in that time frame. The Commission will make an ultimate decision by July 27. We have asked for about $316 million in additional revenue requirement over our previous DST case. The staff has taken a position based on looking at a number of different components that would not give us that increase and I think we see CUB and the Cook County State's Attorney office and their coalition somewhere in the middle giving us about half of the requested increase. The major issues that are under debate are capital structure. That tends to drive a large portion of it. Some of the debate is around allocation, business service company allocation and there is also a debate around ROE and the recovery of our pension assets. Those are really the primary issues. We will see how the ALJ comes out on June 6. I don't think we were surprised, or June 8 excuse me, surprised to get some strong challenges to a rate increase given the environment that we are in right now, but we also believe we took on a very strong case on the merits and we will see what the ALJ says in June, but those are the primary issues that are under debate and the primary drivers around the big dollars in the case.

Q - Dan Jenkins

What was the amount you said of staff proposed increase?

A - Anne Pramaggiore

There is no increase in there.

Q - Dan Jenkins

So there's zero?

A - Anne Pramaggiore

Correct. And then CUB and Cook County are about $150 million increase. That is the 316 that we requested.

Q - Dan Jenkins

And then do you know, is there any timetable for the mitigation, the deferral of the increases? You say that has been put in a separate case or is there a timetable for when that procedure will go forward?

A - Anne Pramaggiore

There is no timetable. The docket itself will likely be opened, we're looking at sometime between now and mid-May and then the Commission will set a schedule or the Administrative Law Judge who oversees the case will set a schedule for testimony and hearings. It will be run like any other docket. We will see testimony filed. There will be public hearings at the Commission and so at this point, it is hard to speculate at what sort of timetable will be laid out. Typically, the parties have the ability to share their opinions with the Administrative Law Judge on what kind of schedule should be set and then a consensus schedule is devised, but that hasn't happened yet.

Q - Dan Jenkins

So you could potentially have an increase, but not know how it would be mitigated or?

A - Anne Pramaggiore

I'm sorry, but we need to move onto the next question please.

Q - Dan Jenkins

Okay.

A - John Rowe

Thank you for your question.

Operator

Our next question comes from Paul Patterson with Glenrock Associates.

Q - Paul Patterson

Good morning guys.

A - John Rowe

Hi Paul.

Q - Paul Patterson

I was wondering if you could just tell us what is going on with DoJ. Why they're taking so long? What their concerns are? If you could just elaborate a little bit more what specifically is holding them up.

A - John Rowe

The answer is no, no and no. We cannot tell you because we are in discussions with them as we speak and there is an understanding that we won't talk about those discussions until we know the result. We continue to believe that we can get to an acceptable answer, but we don't have one worked out yet.

Q - Paul Patterson

Okay. Can I ask?

A - John Rowe

Literally by virtue of the state of Betsy Moler's negotiations with the Justice Department, they have agreed and we can say that we are trying to develop a mutually acceptable approach to address their concerns regarding the competitive effects of the transaction and beyond that, we are not supposed to say anything.

Q - Paul Patterson

Okay. Can you just tell me, you mentioned that you thought New Jersey was going to take, it will be a little bit slow. Can you give us an idea about the time frame that these guys or the discussions that Betsy's having with DoJ might be resolved or any sense?

A - Betsy Moler

Paul, I think we have gone as far as we can go.

A - John Rowe

I can't tell you anymore except that I did tell you I hope that we would have everything done in the third quarter and I can't do better than that. Obviously I'm shooting for earlier than that, but I can't tell you anything more specifically. A negotiation is not like a gestation period. It doesn't have a defined due date.

Q - Paul Patterson

I appreciate it. Thank you.

A - Betsy Moler

Thank you, Paul.

Operator

Our next question comes from Steve Fleischman with Merrill Lynch.

Q - Steve Fleischman

Hi, can you hear me?

A - John Rowe

Hi Steve.

Q - Steve Fleischman

Hi, with respect to the issue of the comment does the merger make economic sense, is that something that you basically decide on June 20 at the time that the merger agreement expires?

A - John Rowe

Well, we are getting kind of fancy here and I guess I do need Randy to tell you what conditions in the merger agreement are, but we made and PSEG made the basic decision that this was a good deal when we made the deal. And neither of us are entirely free to remake that deal. Now, the existing term expires on June 20, but there is provision for its extension. There are also certain outs related to things like regulatory conditions that might cause a material adverse change and our board will look at them, their board will look at them in good faith when we finally have deals upon which we have permission to close. But I don't want to try to make this -- I am not sending signals here. We believe in what we are doing, but we will also do what it is our duty to do to look at our rights in the agreement and so will PSEG. There is no difference between us on this. Not one whit. So Randy, would you just like to remind people what that all says?

A - Randy Mehrberg

Sure, John. There is a burdensome order provision in the merger agreement, which essentially would be an out or either side if a burdensome order is entered in connection with the merger and in summary, a burdensome order is defined as one of four things. One, something that created a material adverse effect, two, that we would be required to divest nuclear assets, three, that we would be required to divest more than 2,600 megawatts in the virtual auction and four, relating to the extent of the divestiture on the powerful side.

Q - Steve Fleischman

But just to clarify, after June 20, that goes if not that burdensome effect is no longer in place?

A - Randy Mehrberg

If the agreement is not extended, that would no longer be in place. That's correct.

Q - Steve Fleischman

Okay. So it really comes down to the regulatory outcomes that we see in these remaining issues?

A - Randy Mehrberg

Yes.

Q - Steve Fleischman

Okay, thank you.

A – John Rowe

I think we have time for one more question, operator.

Operator

Our next question comes from Daniele Seitz with Dahlman Rose.

Q - Daniele Seitz

Thank you. Just a question that relates to the one just before. Do you need the okay of the DoJ before or at least does the New Jersey Commission makes it condition to their agreeing to anything?

A - John Rowe

I believe the most favorable outcomes would require a settlement with justice before a final settlement with the New Jersey BPU. I can think, Randy can think as fell over as Peggy can think of scenarios in which it might go the other way. But, my best judgment is that New Jersey wants to know that justice has been satisfied before it makes its final deal.

Q - Daniele Seitz

Great. And the other question is, I was wondering can you separate what is especially the O&M, that related only to the first quarter and what is recurring through the year? Is there a way of separating those items? Or there is no way you can do that? I mean the major one obviously.

A - John Young

Other than what we've already said -- if you would call back into Joyce's office, they will take you through that, okay?

Q - Daniele Seitz

All right.

Joyce Carson, Vice President, Investor Relations

Thank you operator. That concludes our call.

A - John Rowe

Thank you everybody.

Operator

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

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