Exelon 8K Announces Third Quarter 2014 Results | EXC 29 Oct 14

Exhibit 99.1

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EXELON ANNOUNCES THIRD QUARTER 2014 RESULTS

CHICAGO (Oct. 29, 2014) — Exelon Corporation (NYSE: EXC) announced third quarter 2014 consolidated earnings as follows:


	Third Quarter
	2014		2013
Adjusted (non-GAAP) Operating Results:
Net Income ($ millions)	$	676	$	667
Diluted Earnings per Share	$	0.78	$	0.78

GAAP Results:
Net Income ($ millions)	$	993	$	738
Diluted Earnings per Share	$	1.15	$	0.86

“Exelon achieved earnings above our guidance range this quarter, with strong performance from both our utility and generation businesses,” said Christopher M. Crane, Exelon’s president and CEO. “We continue to execute our strategy to diversify and grow the business, and based on our results through September and our outlook for the fourth quarter, we are narrowing our full-year operating earnings guidance to $2.30 to $2.50 per share.”

Third Quarter Operating Results

Exelon’s adjusted (non-GAAP) operating earnings were $0.78 per share in the third quarters of both 2014 and 2013. Earnings in the third quarter of 2014 primarily reflected the following favorable factors:

•

Higher revenue net fuel at Generation as a result of higher realized energy prices, favorable portfolio management optimization activities, and the cancellation of Department of Energy spent nuclear fuel disposal fees;

•

Favorable distribution and transmission revenue at ComEd due to increased capital investment; and

•

Higher distribution revenue pursuant to increased rates effective in December 2013 at BGE.

These factors were offset by:

•

Higher operating and maintenance (O&M) expenses reflecting increased non-refueling nuclear generating outage days and inflation across all operating companies, offset in part by reduced other postretirement benefit costs;

•

Incremental storm costs at PECO and BGE; and

•

Unfavorable weather at ComEd and PECO.

Adjusted (non-GAAP) operating earnings for the third quarter of 2014 do not include the following items (after tax) that were included in reported GAAP earnings:


	(in millions)			(per diluted share)
Exelon Adjusted (non-GAAP) Operating Earnings	$	676		$	0.78
Mark-to-Market Impact of Economic Hedging Activities		158			0.18
Unrealized Losses Related to NDT Fund Investments		(22	)		(0.03	)
Asset Retirement Obligation		13			0.02
Plant Retirements and Divestitures (primarily gain on sale of Safe Harbor)		197			0.23
Long-Lived Asset Impairment		(30	)		(0.03	)
Merger and Integration Costs		(64	)		(0.07	)
Amortization of Commodity Contract Intangibles		12			0.01
Tax Settlements		66			0.08
Non-Controlling Interest		(13	)		(0.02	)

Exelon GAAP Net Income	$	993		$	1.15

Adjusted (non-GAAP) operating earnings for the third quarter of 2013 do not include the following items (after tax) that were included in reported GAAP earnings:


	(in millions)			(per diluted share)
Exelon Adjusted (non-GAAP) Operating Earnings	$	667		$	0.78
Mark-to-Market Impact of Economic Hedging Activities		148			0.17
Unrealized Gains Related to NDT Fund Investments		24			0.03
Asset Retirement Obligation		(6	)		(0.01	)
Long-Lived Asset Impairments		(28	)		(0.03	)
Merger and Integration Costs		(26	)		(0.03	)
Amortization of Commodity Contract Intangibles		(41	)		(0.05	)

Exelon GAAP Net Income	$	738		$	0.86

Third Quarter and Recent Highlights

•

Pepco Holdings, Inc. Merger: On September 23, 2014, Pepco Holdings, Inc. (PHI) stockholders overwhelmingly approved the merger of PHI and Exelon. The merger continues to be conditioned upon approval by the Federal Energy Regulatory Commission, the District of Columbia Public Service Commission, and the state public service commissions of Delaware, Maryland, and New Jersey. On October 7, 2014, the Virginia State Corporation Commission issued its order granting approval to transfer control of PHI subsidiaries Delmarva Power & Light Company and Potomac Electric Power Company to Exelon. In addition, the transfer of certain PHI communications licenses requires approval by the Federal Communication Commission. Exelon and PHI will continue to work cooperatively with the Department of Justice as it conducts its review of the proposed merger under the Hart-Scott Rodino Antitrust Improvements Act of 1976. Exelon and PHI continue to expect the merger to be complete in the second or third quarter of 2015.

•

Exelon Generation

•

On September 29^th, Exelon Generation announced that it is planning to build two combined-cycle gas turbine (CCGT) units in Texas utilizing a new General Electric technology that will make them among the cleanest, most efficient CCGTs in the nation. The new units are being built on existing Exelon sites: one at Colorado Bend Generating Station, currently a 498 megawatt (MW) natural gas plant in Wharton County, Texas; and one at the 704 MW Wolf Hollow natural gas plant in Granbury, Texas. Each new unit will add approximately 1,000 MW of capacity to their respective sites.

•

During the third quarter Exelon announced the sale of three natural gas generation assets. Sale agreements were signed for Fore River (CCGT) in Massachusetts, Quail Run (CCGT) in Texas, and West Valley (CT) in Utah. The sale of the three natural gas generation assets and Exelon’s interest in the Safe Harbor hydroelectric facility in Pennsylvania, which closed in August 2014 and resulted in after-tax proceeds of approximately $975 million, are expected to generate aggregate pre-tax proceeds of $1.3 billion, which will be used primarily to finance a portion of the acquisition of PHI.

•

On October 24, 2014, Exelon entered into a sale agreement to divest its proportional ownership interests in the Keystone and Conemaugh generating facilities in Pennsylvania for total sales proceeds of approximately $475 million, including approximately $60 million of working capital. Exelon and Generation anticipate recording a pre-tax impairment loss ranging from approximately $350 million to $400 million during the fourth quarter of 2014, which will not be included in Adjusted (non-GAAP) Operating Earnings. The estimated net after-tax cash proceeds of $418 million, excluding estimated working capital, are expected to be used to finance a portion of the acquisition of PHI and for general corporate purposes.

•

Constellation: On July 30^th, Exelon announced it had entered into a definitive agreement for Exelon to purchase Integrys Energy Services Inc., a competitive retail electricity and natural gas subsidiary serving approximately 1.2 million commercial, industrial, public sector and residential customers across 22 Midwest, mid-Atlantic and Northeastern states and the District of Columbia for $60 million plus adjusted net working capital at the time of closing. Integrys Energy Services will become part of Exelon’s Constellation business unit, strengthening its retail power and gas business serving residential and business customers across the continental United States. The transaction is expected to close in the fourth quarter of 2014.

•

Nuclear Operations: Generation’s nuclear fleet, including its owned output from the Salem Generating Station and beginning April 1, 2014, 100 percent of the CENG units, produced 45,263 gigawatt-hours (GWh), of which 8,617 GWh were produced by CENG, in the third quarter of 2014, compared with 36,165 GWh in the third quarter of 2013. Excluding Salem, the Exelon-operated nuclear plants at ownership achieved a 96.5 percent capacity factor for the third quarter of 2014, compared with 94.8 percent for the third quarter of 2013. The number of planned refueling outage days in the third quarter of 2014 totaled 18, including no CENG planned outage days, compared with 43 in the third quarter of 2013. There were 20 non-refueling outage days, including two at CENG, in the third quarter of 2014, compared with five days in the third quarter of 2013.

•

Fossil and Renewables Operations: The dispatch match rate for Generation’s gas/hydro fleet was 98.8 percent in the third quarter of 2014, compared with 99.1 percent in the third quarter of 2013. Energy capture for the wind/solar fleet was 94.9 percent in the third quarter of 2014, compared with 92.9 percent in the third quarter of 2013. The increase in energy capture for the third quarter of 2014 was due to the implementation of reliability programs that resulted in increased turbine availability.

•

Financing Activities:

•

On September 8, 2014, PECO issued $300 million of first and refunding mortgage bonds with an interest rate of 4.15 percent due Oct. 1, 2044. The net proceeds from the sale of the bonds were used to pay $250 million in aggregate principal of PECO’s 5 percent first and refunding mortgage bonds which would have come due on Oct. 1, 2014 and for other general corporate purposes. The offering closed on Sept. 15, 2014.

•

On September 18, 2014, ExGen Texas Power, LLC (an indirect subsidiary of Exelon and Exelon Generation) entered into a $695 million senior secured term loan and revolving credit facility. The company distributed the net proceeds from the term loans to Exelon Generation for its general corporate purposes.

•

Hedging Update:Exelon’s hedging program involves the hedging of commodity risk for Exelon’s expected generation, typically on a ratable basis over a three-year period. This strategy has not changed as a result of recent and pending asset divestitures. The proportion of expected generation hedged as of September 30, 2014, is 98.0 percent to 101.0 percent for 2014, 86.0 percent to 89.0 percent for 2015, and 55.0 percent to 58.0 percent for 2016. Expected generation is the volume of energy that best represents our financial exposure through owned or contracted capacity. The primary objective of Exelon’s hedging program is to manage market risks and protect the value of its generation and its investment-grade balance sheet, while preserving its ability to participate in improving long-term market fundamentals.

Operating Company Results

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

The third quarter 2014 GAAP net income was $771 million, compared with $490 million in the third quarter of 2013. Adjusted (non-GAAP) operating earnings for the third quarter of 2014 and 2013 do not include various items (after tax) that were included in reported GAAP earnings. A reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Net Income is in the table below:


($ millions)	3Q14			3Q13
Generation Adjusted (non-GAAP) Operating Earnings	$	433		$	411
Mark-to-Market Impact of Economic Hedging Activities		161			151
Unrealized Gains/(Losses) Related to NDT Fund Investments		(22	)		23
Asset Retirement Obligation		13			(7	)
Plant Retirements and Divestitures (primarily gain on sale of Safe Harbor)		198			—
Long-Lived Asset Impairments		(30	)		(28	)
Merger and Integration Costs		(47	)		(20	)
Amortization of Commodity Contract Intangibles		12			(40	)
Tax Settlements		66			—
Non-Controlling Interest		(13	)		—

Generation GAAP Net Income	$	771		$	490

Generation’s Adjusted (non-GAAP) Operating Earnings in the third quarter of 2014 increased $22 million compared with the same quarter in 2013. This increase primarily reflected higher revenue net fuel at Generation as a result of higher realized energy prices, favorable portfolio management optimization activities, and the cancellation of DOE spent nuclear fuel disposal fees. The increase was partially offset by higher O&M expenses reflecting increased non-refueling nuclear generating outage days and inflation, offset in part by reduced other postretirement benefit costs.

ComEd consists of electricity transmission and distribution operations in Northern Illinois. ComEd recorded GAAP net income of $126 million in the third quarter of both 2014 and 2013. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2013 do not include merger and integration costs that were included in reported GAAP earnings. A reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Net Income is in the table below:


($ millions)	3Q14		3Q13
ComEd Adjusted (non-GAAP) Operating Earnings	$	126	$	127
Merger and Integration Costs		—		(1	)

ComEd GAAP Net Income	$	126	$	126

ComEd’s Adjusted (non-GAAP) Operating Earnings in the third quarter of 2014 were down $1 million from the same quarter in 2013, primarily reflecting unfavorable weather, partially offset by higher distribution and transmission revenue due to increased capital investment.

For the third quarter of 2014, heating degree-days in the ComEd service territory were up 40.5 percent relative to the same period in 2013 and were 6.7 percent below normal. Meanwhile, cooling degree-days were down 19.6 percent relative to the same period in 2013 and were 12.4 percent below normal. Total retail electric deliveries decreased 5.4 percent in the third quarter of 2014 compared with the same period in 2013.

Weather-normalized retail electric deliveries remained flat in the third quarter of 2014 relative to 2013.

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

PECO’s GAAP net income in the third quarter of 2014 was $81 million, compared with $92 million in the third quarter of 2013. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2013 do not include merger and integration costs that were included in reported GAAP earnings. A reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Net Income is in the table below:


($ millions)	3Q14		3Q13
PECO Adjusted (non-GAAP) Operating Earnings	$	81	$	93
Merger and Integration Costs		—		(1	)

PECO GAAP Net Income	$	81	$	92

PECO’s Adjusted (non-GAAP) Operating Earnings in the third quarter of 2014 decreased $12 million from the same quarter in 2013, primarily due to increased storm costs and unfavorable weather conditions.

For the third quarter of 2014, heating degree-days in the PECO service territory were down 61.1 percent relative to the same period in 2013 and were 60.0 percent below normal. Cooling degree-days were down 1.8 percent from the prior year and were 2.5 percent below normal. Total retail electric deliveries were down 3.6 percent compared with the third quarter of 2013. Natural gas deliveries (including both retail and transportation segments) in the third quarter of 2014 were up 0.7 percent compared with the same period in 2013.

Weather-normalized retail electric deliveries remained relatively consistent while gas deliveries increased 7.8 percent in the third quarter of 2014 compared with the same period in 2013. The increased gas volumes were driven primarily by increased usage per customer and customer growth, however gas retail volumes in the summer account for a small percentage of annual deliveries and tend to be more volatile.

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

BGE’s GAAP net income in the third quarter of 2014 was $46 million, compared with $50 million in the third quarter of 2013. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2013 do not include merger and integration costs that were included in reported GAAP earnings. A reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Net Income is in the table below:


($ millions)	3Q14		3Q13
BGE Adjusted (non-GAAP) Operating Earnings	$	46	$	51
Merger and Integration Costs		—		(1	)

BGE GAAP Net Income	$	46	$	50

BGE’s Adjusted (non-GAAP) Operating Earnings in the third quarter of 2014 decreased $5 million from the same quarter in 2013, primarily due to increased contracting as a result of an increase in maintenance related activities and incremental storm costs, which were partially offset by increased distribution revenues pursuant to increased rates effective in December 2013.

Adjusted (non-GAAP) Operating Earnings

Adjusted (non-GAAP) operating earnings, which generally exclude significant one-time charges or credits that are not normally associated with ongoing operations, mark-to-market adjustments from economic hedging activities and unrealized gains and losses from NDT fund investments, are provided as a supplement to results reported in accordance with GAAP. Management uses such adjusted (non-GAAP) operating earnings measures internally to evaluate the company’s performance and manage its operations. Reconciliation of GAAP to adjusted (non-GAAP) operating earnings for historical periods is attached. Additional earnings release attachments, which include the reconciliation on pages 8 and 9 are posted on Exelon’s Web site:www.exeloncorp.com and have been furnished to the Securities and Exchange Commission on Form 8-K on October 29, 2014.

Cautionary Statements Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company and Exelon Generation Company, LLC (Registrants) include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2013 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 22; (2) Exelon’s Third Quarter 2014 Quarterly Report on Form 10-Q (to be filed on October 29, 2014) in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 18; and (3) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.

# # #

Exelon Corporation (NYSE: EXC) is the nation’s leading competitive energy provider, with 2013 revenues of approximately $24.9 billion. Headquartered in Chicago, Exelon does business in 48 states, the District of Columbia and Canada. Exelon is one of the largest competitive U.S. power generators, with more than 35,000 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 100,000 business and public sector customers and approximately 1 million residential customers. Exelon’s utilities deliver electricity and natural gas to more than 7.8 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO). Follow Exelon on Twitter @Exelon.

Earnings Release Attachments

Table of Contents


Consolidating Statements of Operations - Three Months Ended September 30, 2014 and 2013			1

Consolidating Statements of Operations - Nine Months Ended September 30, 2014 and 2013			2

Business Segment Comparative Statements of Operations - Generation and ComEd - Three and Nine months ended September 30, 2014 and 2013			3

Business Segment Comparative Statements of Operations - PECO and BGE - Three and Nine months ended September 30, 2014 and 2013			4

Business Segment Comparative Statements of Operations - Other - Three and Nine months ended September 30, 2014 and 2013			5

Consolidated Balance Sheets - September 30, 2014 and December 31, 2013			6

Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013			7

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - Exelon - Three Months Ended September 30, 2014 and 2013			8

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - Exelon - Nine Months Ended September 30, 2014 and 2013			9

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment - Three Months Ended September 30, 2014 and 2013			10

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment - Nine Months Ended September 30, 2014 and 2013			11

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - Generation - Three and Nine months ended September 30, 2014 and 2013			12

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - ComEd - Three and Nine months ended September 30, 2014 and 2013			13

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - PECO - Three and Nine months ended September 30, 2014 and 2013			14

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - BGE - Three and Nine months ended September 30, 2014 and 2013			15

Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Operations - Other - Three and Nine months ended September 30, 2014 and 2013			16

Exelon Generation Statistics - Three Months Ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013			17

Exelon Generation Statistics - Nine Months Ended September 30, 2014 and 2013			18

ComEd Statistics - Three and Nine months ended September 30, 2014 and 2013			19

PECO Statistics - Three and Nine months ended September 30, 2014 and 2013			20

BGE Statistics - Three and Nine months ended September 30, 2014 and 2013			21

EXELON CORPORATION

Consolidating Statements of Operations

(unaudited)

(in millions)


	Three Months Ended September 30, 2014 (a)
	Generation			ComEd			PECO			BGE			Other (b)			Exelon Consolidated
Operating revenues	$	4,412		$	1,222		$	693		$	697		$	(112	)	$	6,912
Operating expenses
Purchased power and fuel		1,880			326			255			297			(110	)		2,648
Operating and maintenance		1,266			359			204			165			(12	)		1,982
Depreciation and amortization		253			174			59			78			13			577
Taxes other than income		127			76			42			55			6			306

Total operating expenses		3,526			935			560			595			(103	)		5,513
Equity in earnings of unconsolidated affiliates		1			—			—			—			—			1

Operating income (loss)		887			287			133			102			(9	)		1,400

Other income and (deductions)
Interest expense		(89	)		(81	)		(29	)		(26	)		(33	)		(258	)
Other, net		342			4			2			4			2			354

Total other income and (deductions)		253			(77	)		(27	)		(22	)		(31	)		96

Income (loss) before income taxes		1,140			210			106			80			(40	)		1,496
Income taxes		291			84			25			31			(9	)		422

Net income (loss)		849			126			81			49			(31	)		1,074
Net income attributable to noncontrolling interests and preference stock dividends		78			—			—			3			—			81

Net income (loss) attributable to common shareholders	$	771		$	126		$	81		$	46		$	(31	)	$	993


	Three Months Ended September 30, 2013
	Generation			ComEd			PECO			BGE			Other (b)			Exelon Consolidated
Operating revenues	$	4,255		$	1,156		$	728		$	737		$	(374	)	$	6,502
Operating expenses
Purchased power and fuel		2,179			301			289			346			(372	)		2,743
Operating and maintenance		1,076			333			186			146			(6	)		1,735
Depreciation and amortization		218			164			57			78			13			530
Taxes other than income		98			80			41			53			5			277

Total operating expenses		3,571			878			573			623			(360	)		5,285
Equity in earnings of unconsolidated affiliates		37			—			—			—			—			37

Operating income (loss)		721			278			155			114			(14	)		1,254

Other income and (deductions)
Interest expense		(82	)		(74	)		(29	)		(29	)		(20	)		(234	)
Other, net		134			7			1			4			9			155

Total other income and (deductions)		52			(67	)		(28	)		(25	)		(11	)		(79	)

Income (loss) before income taxes		773			211			127			89			(25	)		1,175
Income taxes		288			85			35			36			(5	)		439

Net income (loss)		485			126			92			53			(20	)		736
Net income (loss) attributable to noncontrolling interests, preferred security dividends and preference stock dividends		(5	)		—			—			3			—			(2	)

Net income (loss) attributable to common shareholders	$	490		$	126		$	92		$	50		$	(20	)	$	738

(a)	Includes the results of operations of Constellation Energy Nuclear Group, LLC beginning on April 1, 2014, the date the nuclear operating services agreement was executed.

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

EXELON CORPORATION

Consolidating Statements of Operations

(unaudited)

(in millions)


	Nine Months Ended September 30, 2014 (a)
	Generation			ComEd			PECO			BGE			Other (b)			Exelon Consolidated
Operating revenues	$	12,591		$	3,484		$	2,343		$	2,404		$	(649	)	$	20,173
Operating expenses
Purchased power and fuel		7,071			915			960			1,094			(641	)		9,399
Operating and maintenance		3,765			1,040			668			541			(9	)		6,005
Depreciation and amortization		719			521			176			275			41			1,732
Taxes other than income		350			225			122			168			22			887

Total operating expenses		11,905			2,701			1,926			2,078			(587	)		18,023
Equity in losses of unconsolidated affiliates		(20	)		—			—			—			—			(20	)
Gain on consolidation of CENG		261			—			—			—			—			261

Operating income (loss)		927			783			417			326			(62	)		2,391

Other income and (deductions)
Interest expense		(261	)		(241	)		(85	)		(81	)		(54	)		(722	)
Other, net		661			14			5			14			8			702

Total other income and (deductions)		400			(227	)		(80	)		(67	)		(46	)		(20	)

Income (loss) before income taxes		1,327			556			337			259			(108	)		2,371
Income taxes		290			221			82			103			(50	)		646

Net income (loss)		1,037			335			255			156			(58	)		1,725
Net income attributable to noncontrolling interests, preferred security dividends and redemption and preference stock dividends		111			—			—			10			—			121

Net income (loss) attributable to common shareholders	$	926		$	335		$	255		$	146		$	(58	)	$	1,604


	Nine Months Ended September 30, 2013
	Generation			ComEd			PECO			BGE			Other (b)			Exelon Consolidated
Operating revenues	$	11,858		$	3,395		$	2,295		$	2,271		$	(1,094	)	$	18,725
Operating expenses
Purchased power and fuel		6,294			931			953			1,059			(1,094	)		8,143
Operating and maintenance		3,377			1,020			554			450			(10	)		5,391
Depreciation and amortization		643			501			171			252			39			1,606
Taxes other than income		292			225			121			162			25			825

Total operating expenses		10,606			2,677			1,799			1,923			(1,040	)		15,965
Equity in earnings of unconsolidated affiliates		7			—			—			—			—			7

Operating income (loss)		1,259			718			496			348			(54	)		2,767

Other income and (deductions)
Interest expense		(257	)		(503	)		(86	)		(94	)		(170	)		(1,110	)
Other, net		229			18			4			13			47			311

Total other income and (deductions)		(28	)		(485	)		(82	)		(81	)		(123	)		(799	)

Income (loss) before income taxes		1,231			233			414			267			(177	)		1,968
Income taxes		436			93			122			107			(25	)		733

Net income (loss)		795			140			292			160			(152	)		1,235
Net income (loss) attributable to noncontrolling interests, preferred security dividends and preference stock dividends		(6	)		—			7			10			—			11

Net income (loss) attributable to common shareholders	$	801		$	140		$	285		$	150		$	(152	)	$	1,224

(a)	Includes the results of operations of Constellation Energy Nuclear Group, LLC beginning on April 1, 2014, the date the nuclear operating services agreement was executed.

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

EXELON CORPORATION

Business Segment Comparative Statements of Operations

(unaudited)

(in millions)


		Generation

	Three Months Ended September 30,									Nine Months Ended September 30,
	2014 (a)			2013			Variance			2014 (a)			2013			Variance
Operating revenues	$	4,412		$	4,255		$	157		$	12,591		$	11,858		$	733
Operating expenses
Purchased power and fuel		1,880			2,179			(299	)		7,071			6,294			777
Operating and maintenance		1,266			1,076			190			3,765			3,377			388
Depreciation and amortization		253			218			35			719			643			76
Taxes other than income		127			98			29			350			292			58

Total operating expenses		3,526			3,571			(45	)		11,905			10,606			1,299
Equity in earnings (losses) of unconsolidated affiliates		1			37			(36	)		(20	)		7			(27	)
Gain on consolidation of CENG		—			—			—			261			—			261

Operating income		887			721			166			927			1,259			(332	)

Other income and (deductions)
Interest expense		(89	)		(82	)		(7	)		(261	)		(257	)		(4	)
Other, net		342			134			208			661			229			432

Total other income and (deductions)		253			52			201			400			(28	)		428

Income before income taxes		1,140			773			367			1,327			1,231			96
Income taxes		291			288			3			290			436			(146	)

Net income		849			485			364			1,037			795			242
Net income (loss) attributable to noncontrolling interests and preference stock dividends		78			(5	)		83			111			(6	)		117

Net income attributable to membership interest	$	771		$	490		$	281		$	926		$	801		$	125



		ComEd

	Three Months Ended September 30,									Nine Months Ended September 30,
	2014			2013			Variance			2014			2013			Variance
Operating revenues	$	1,222		$	1,156		$	66		$	3,484		$	3,395		$	89
Operating expenses
Purchased power		326			301			25			915			931			(16	)
Operating and maintenance		359			333			26			1,040			1,020			20
Depreciation and amortization		174			164			10			521			501			20
Taxes other than income		76			80			(4	)		225			225			—

Total operating expenses		935			878			57			2,701			2,677			24

Operating income		287			278			9			783			718			65

Other income and (deductions)
Interest expense		(81	)		(74	)		(7	)		(241	)		(503	)		262
Other, net		4			7			(3	)		14			18			(4	)

Total other income and (deductions)		(77	)		(67	)		(10	)		(227	)		(485	)		258

Income before income taxes		210			211			(1	)		556			233			323
Income taxes		84			85			(1	)		221			93			128

Net income	$	126		$	126		$	—		$	335		$	140		$	195

(a)	Includes the results of operations of Constellation Energy Nuclear Group, LLC beginning on April 1, 2014, the date the nuclear operating services agreement was executed.

EXELON CORPORATION

Business Segment Comparative Statements of Operations

(unaudited)

(in millions)


		PECO

	Three Months Ended September 30,									Nine Months Ended September 30,
	2014			2013			Variance			2014			2013			Variance
Operating revenues	$	693		$	728		$	(35	)	$	2,343		$	2,295		$	48
Operating expenses
Purchased power and fuel		255			289			(34	)		960			953			7
Operating and maintenance		204			186			18			668			554			114
Depreciation and amortization		59			57			2			176			171			5
Taxes other than income		42			41			1			122			121			1

Total operating expenses		560			573			(13	)		1,926			1,799			127

Operating income		133			155			(22	)		417			496			(79	)

Other income and (deductions)
Interest expense		(29	)		(29	)		—			(85	)		(86	)		1
Other, net		2			1			1			5			4			1

Total other income and (deductions)		(27	)		(28	)		1			(80	)		(82	)		2

Income before income taxes		106			127			(21	)		337			414			(77	)
Income taxes		25			35			(10	)		82			122			(40	)

Net income		81			92			(11	)		255			292			(37	)
Preferred security dividends and redemption		—			—			—			—			7			(7	)

Net income attributable to common shareholder	$	81		$	92		$	(11	)	$	255		$	285		$	(30	)



		BGE

	Three Months Ended September 30,									Nine Months Ended September 30,
	2014			2013			Variance			2014			2013			Variance
Operating revenues	$	697		$	737		$	(40	)	$	2,404		$	2,271		$	133
Operating expenses
Purchased power and fuel		297			346			(49	)		1,094			1,059			35
Operating and maintenance		165			146			19			541			450			91
Depreciation and amortization		78			78			—			275			252			23
Taxes other than income		55			53			2			168			162			6

Total operating expenses		595			623			(28	)		2,078			1,923			155

Operating income		102			114			(12	)		326			348			(22	)

Other income and (deductions)
Interest expense		(26	)		(29	)		3			(81	)		(94	)		13
Other, net		4			4			—			14			13			1

Total other income and (deductions)		(22	)		(25	)		3			(67	)		(81	)		14

Income before income taxes		80			89			(9	)		259			267			(8	)
Income taxes		31			36			(5	)		103			107			(4	)

Net income		49			53			(4	)		156			160			(4	)
Preference stock dividends		3			3			—			10			10			—

Net income attributable to common shareholders	$	46		$	50		$	(4	)	$	146		$	150		$	(4	)

EXELON CORPORATION

Business Segment Comparative Statements of Operations

(unaudited)

(in millions)


		Other (a)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2014			2013			Variance			2014			2013			Variance
Operating revenues	$	(112	)	$	(374	)	$	262		$	(649	)	$	(1,094	)	$	445
Operating expenses
Purchased power and fuel		(110	)		(372	)		262			(641	)		(1,094	)		453
Operating and maintenance		(12	)		(6	)		(6	)		(9	)		(10	)		1
Depreciation and amortization		13			13			—			41			39			2
Taxes other than income		6			5			1			22			25			(3	)

Total operating expenses		(103	)		(360	)		257			(587	)		(1,040	)		453

Equity in earnings of unconsolidated affiliates		—			—			—			—			—			—

Operating loss		(9	)		(14	)		5			(62	)		(54	)		(8	)

Other income and (deductions)
Interest expense		(33	)		(20	)		(13	)		(54	)		(170	)		116
Other, net		2			9			(7	)		8			47			(39	)

Total other income and (deductions)		(31	)		(11	)		(20	)		(46	)		(123	)		77

Loss before income taxes		(40	)		(25	)		(15	)		(108	)		(177	)		69
Income benefit		(9	)		(5	)		(4	)		(50	)		(25	)		(25	)

Net loss	$	(31	)	$	(20	)	$	(11	)	$	(58	)	$	(152	)	$	94

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

EXELON CORPORATION

Consolidated Balance Sheets

(in millions)


	September 30, 2014			December 31, 2013
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	2,763		$	1,609
Restricted cash and investments		318			167
Accounts receivable, net
Customer		2,815			2,981
Other		898			1,175
Mark-to-market derivative assets		744			727
Unamortized energy contract assets		225			374
Inventories, net
Fossil fuel		546			276
Materials and supplies		1,045			829
Deferred income taxes		38			573
Regulatory assets		774			760
Assets held for sale		649			14
Other		1,022			652

Total current assets		11,837			10,137

Property, plant and equipment, net		51,630			47,330
Deferred debits and other assets
Regulatory assets		5,589			5,910
Nuclear decommissioning trust funds		10,349			8,071
Investments		562			1,165
Investments in affiliates		26			22
Investment in CENG		—			1,925
Goodwill		2,672			2,625
Mark-to-market derivative assets		524			607
Unamortized energy contracts assets		571			710
Pledged assets for Zion Station decommissioning		365			458
Other		1,139			964

Total deferred debits and other assets		21,797			22,457

Total assets	$	85,264		$	79,924

Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings	$	562		$	341
Long-term debt due within one year		2,064			1,509
Accounts payable		2,502			2,484
Accrued expenses		1,462			1,633
Payables to affiliates		22			116
Deferred income taxes		26			40
Regulatory liabilities		364			327
Mark-to-market derivative liabilities		249			159
Unamortized energy contract liabilities		195			261
Other		985			858

Total current liabilities		8,431			7,728

Long-term debt		19,200			17,623
Long-term debt to financing trusts		648			648
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits		13,181			12,905
Asset retirement obligations		7,003			5,194
Pension obligations		1,809			1,876
Non-pension postretirement benefit obligations		1,459			2,190
Spent nuclear fuel obligation		1,021			1,021
Regulatory liabilities		4,593			4,388
Mark-to-market derivative liabilities		291			300
Unamortized energy contract liabilities		214			266
Payable for Zion Station decommissioning		260			305
Other		2,104			2,540

Total deferred credits and other liabilities		31,935			30,985

Total liabilities		60,214			56,984

Commitments and contingencies
Shareholders’ equity
Common stock		16,679			16,741
Treasury stock, at cost		(2,327	)		(2,327	)
Retained earnings		11,160			10,358
Accumulated other comprehensive loss, net		(1,917	)		(2,040	)

Total shareholders’ equity		23,595			22,732
BGE preference stock not subject to mandatory redemption		193			193
Noncontrolling interest		1,262			15

Total equity		25,050			22,940

Total liabilities and shareholders’ equity	$	85,264		$	79,924

EXELON CORPORATION

Consolidated Statements of Cash Flows

(unaudited)

(in millions)


	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities
Net income	$	1,725		$	1,235
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization, depletion and accretion, including nuclear fuel and energy contract amortization		2,856			2,844
Impairment of long-lived assets		162			171
Gain on Consolidation of CENG		(268	)		—
Gain on sale of assets		(356	)		(17	)
Deferred income taxes and amortization of investment tax credits		459			(164	)
Net fair value changes related to derivatives		522			(229	)
Net realized and unrealized gains on nuclear decommissioning trust fund investments		(141	)		(95	)
Other non-cash operating activities		698			584
Changes in assets and liabilities:
Accounts receivable		198			54
Inventories		(316	)		(103	)
Accounts payable, accrued expenses and other current liabilities		(322	)		(243	)
Option premiums received (paid), net		21			(38	)
Counterparty collateral posted, net		(615	)		(73	)
Income taxes		72			863
Pension and non-pension postretirement benefit contributions		(516	)		(360	)
Other assets and liabilities		(536	)		(35	)

Net cash flows provided by operating activities		3,643			4,394

Cash flows from investing activities
Capital expenditures		(4,114	)		(3,887	)
Proceeds from termination of direct financing lease investment		335			—
Proceeds from nuclear decommissioning trust fund sales		5,464			3,344
Investment in nuclear decommissioning trust funds		(5,550	)		(3,518	)
Acquisition of business		(67	)		—
Proceeds from sale of long-lived assets		660			32
Proceeds from sale of investments		7			20
Purchases of investments		(3	)		(3	)
Cash consolidated from CENG		129			—
Change in restricted cash		(151	)		(23	)
Other investing activities		(86	)		65

Net cash flows used in investing activities		(3,376	)		(3,970	)

Cash flows from financing activities
Payment of accounts receivable agreement		—			(210	)
Changes in short-term borrowings		236			205
Issuance of long-term debt		3,212			2,031
Retirement of long-term debt		(1,214	)		(1,156	)
Redemption of preferred securities		—			(93	)
Distributions to non-controlling interest of consolidated VIE		(415	)		—
Dividends paid on common stock		(799	)		(981	)
Proceeds from employee stock plans		25			40
Other financing activities		(158	)		(102	)

Net cash flows provided by (used in) financing activities		887			(266	)

Increase in cash and cash equivalents		1,154			158
Cash and cash equivalents at beginning of period		1,609			1,486

Cash and cash equivalents at end of period	$	2,763		$	1,644

EXELON CORPORATION

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

(unaudited)

(in millions, except per share data)


	Three Months Ended September 30, 2014									Three Months Ended September 30, 2013
	GAAP (a)			Adjustments			Adjusted Non-GAAP			GAAP (a)			Adjustments			Adjusted Non-GAAP
Operating revenues	$	6,912		$	(248	)(b),(c)	$	6,664		$	6,502		$	(90	)(b),(c)	$	6,412
Operating expenses
Purchased power and fuel		2,648			33	(b),(c)		2,681			2,743			112	(b),(c)		2,855
Operating and maintenance		1,982			(99	)(d),(e),(f),(g)		1,883			1,735			(96	)(d),(e),(f)		1,639
Depreciation and amortization		577			—			577			530			(1	)(d)		529
Taxes other than income		306			—			306			277			—			277

Total operating expenses		5,513			(66	)		5,447			5,285			15			5,300
Equity in earnings of unconsolidated affiliates		1			—			1			37			23	(c),(d)		60

Operating income		1,400			(182	)		1,218			1,254			(82	)		1,172

Other income and (deductions)
Interest expense		(258	)		24	(b),(d)		(234	)		(234	)		—			(234	)
Other, net		354			(275	)(g),(h),(i)		79			155			(63	)(h)		92

Total other income and (deductions)		96			(251	)		(155	)		(79	)		(63	)		(142	)

Income before income taxes		1,496			(433	)		1,063			1,175			(145	)		1,030
Income taxes		422			(103	)(b),(c),(d),(e),(f),(g),(h),(i)		319			439			(74	)(b),(c),(d),(e),(f),(h)		365

Net income		1,074			(330	)		744			736			(71	)		665
Net income (loss) attributable to noncontrolling interests and preference stock dividends		81			(13	)(j)		68			(2	)		—			(2	)

Net income attributable to common shareholders	$	993		$	(317	)	$	676		$	738		$	(71	)	$	667

Effective tax rate		28.2	%					30.0	%		37.4	%					35.4	%
Earnings per average common share
Basic	$	1.15		$	(0.37	)	$	0.78		$	0.86		$	(0.08	)	$	0.78
Diluted	$	1.15		$	(0.37	)	$	0.78		$	0.86		$	(0.08	)	$	0.78

Average common shares outstanding
Basic		861						861			857						857
Diluted		863						863			860						860
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Mark-to-market impact of economic hedging activities (b)				$	(0.18	)							$	(0.17	)
Amortization of commodity contract intangibles (c)					(0.01	)								0.05
Merger and integration costs (d)					0.07									0.03
Long-lived asset impairment (e)					0.03									0.03
Asset retirement obligation (f)					(0.02	)								0.01
Plant retirements and divestitures (g)					(0.23	)								—
Unrealized (gains) losses related to NDT fund investments (h)					0.03									(0.03	)
Tax settlements (i)					(0.08	)								—
Non-controlling interest (j)					0.02									—

Total adjustments				$	(0.37	)							$	(0.08	)

For the three months ended September 30, 2014, includes the results of operations of Constellation Energy Nuclear Group, LLC beginning on April 1, 2014, the date the nuclear operating services agreement was executed.

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

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

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

(d)

Adjustment to exclude certain costs associated with the Constellation merger, PHI acquisition, and at Generation, the CENG integration, including professional fees, employee-related expenses, integration activities, upfront credit facilities fees, merger commitments, and certain pre-acquisition contingencies.

(e)	Adjustment to exclude a 2014 charge to earnings primarily related to the impairment of certain assets held for sale and a 2013 charge to earnings primarily related to the impairment of certain wind generating assets.

(f)	Adjustment to exclude the 2014 decrease in Generation’s nuclear decommissioning obligation and 2013 increase in Generation’s asset retirement obligation for retired fossil power plants.

(g)	Adjustment to exclude the impacts associated with the sale of Generation’s ownership interest in generating stations, primarily the gain from the sale of Generation’s equity interest in Safe Harbor Water Power Corporation.

(h)	Adjustment to exclude the unrealized gains and losses on NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements.

(i)	Adjustment to reflect a benefit related to favorable settlements in 2014 of certain income tax positions on Constellation’s 2009-2012 tax returns.

(j)	Adjustments to account for the CENG interest not owned by Generation, where applicable.

EXELON CORPORATION

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

(unaudited)

(in millions, except per share data)


	Nine Months Ended September 30, 2014									Nine Months Ended September 30, 2013
							Adjusted									Adjusted
	GAAP (a)			Adjustments			Non-GAAP			GAAP (a)			Adjustments			Non-GAAP
Operating revenues	$	20,173		$	772	(b),(c),(d)	$	20,945		$	18,725		$	462	(b),(c)	$	19,187
Operating expenses
Purchased power and fuel		9,399			220	(b),(c)		9,619			8,143			355	(b),(c)		8,498
Operating and maintenance		6,005			(250	)(d),(e),(f),(g)		5,755			5,391			(265	)(d),(e),(f),(g)		5,126
Depreciation and amortization		1,732			—			1,732			1,606			(3	)(b)		1,603
Taxes other than income		887			—			887			825			—			825

Total operating expenses		18,023			(30	)		17,993			15,965			87			16,052
Equity in earnings (loss) of unconsolidated affiliates		(20	)		12	(c),(d)		(8	)		7			62	(c),(d)		69
Gain on consolidation of CENG		261			(261	)(i)		—			—			—			—

Operating income		2,391			553			2,944			2,767			437			3,204

Other income and (deductions)
Interest expense		(722	)		32	(b),(d)		(690	)		(1,110	)		370	(d),(e),(l),(m)		(740	)
Other, net		702			(480	)(g),(h),(j)		222			311			(117	)(d),(g),(h),(l)		194

Total other income and (deductions)		(20	)		(448	)		(468	)		(799	)		253			(546	)

Income before income taxes		2,371			105			2,476			1,968			690			2,658
Income taxes		646			99	(b),(c),(d),(e),(f),(g),(h),(i),(j)		745			733			192	(b),(c),(d),(e),(f),(g),(h),(l),(m)		925

Net income		1,725			6			1,731			1,235			498			1,733
Net income attributable to noncontrolling interests, preferred security dividends and redemption and preference stock dividends		121			(36	)(k)		85			11			—			11

Net income attributable to common shareholders	$	1,604		$	42		$	1,646		$	1,224		$	498		$	1,722

Effective tax rate		27.2	%					30.1	%		37.2	%					34.8	%
Earnings per average common share
Basic	$	1.87		$	0.05		$	1.92		$	1.43		$	0.58		$	2.01
Diluted	$	1.86		$	0.05		$	1.91		$	1.42		$	0.58		$	2.00

Average common shares outstanding
Basic		860						860			856						856
Diluted		863						863			860						860
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Mark-to-market impact of economic hedging activities (b)					0.34									(0.21	)
Amortization of commodity contract intangibles (c)					0.06									0.32
Merger and integration costs (d)					0.12									0.08
Long-lived asset impairment (e)					0.11									0.13
Asset retirement obligation (f)					(0.02	)								0.01
Plant retirements and divestitures (g)					(0.23	)								(0.01	)
Unrealized gains related to NDT fund investments (h)					(0.07	)								(0.04	)
Gain on CENG integration (i)					(0.18	)								—
Tax settlement (j)					(0.12	)								—
Non-controlling interest (k)					0.04									—
Amortization of the fair value of certain debt (l)					—									(0.01	)
Remeasurement of like-kind exchange tax position (m)					—									0.31

Total adjustments				$	0.05								$	0.58

For the nine months ended September 30, 2014, includes the results of operations of Constellation Nuclear Energy Group, LLC beginning on April 1, 2014, the date the nuclear operating services agreement was executed.

(a)	Results reported in accordance with GAAP.

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

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

(d)

(e)

Adjustment to exclude a 2014 charge to earnings primarily related to the impairment of certain wind generating assets and certain assets held for sale, and a 2013 charge to earnings primarily related to the cancellation of previously capitalized nuclear uprate projects and impairment of certain wind generating assets.

(f)	Adjustment to exclude the 2014 decrease in Generation’s nuclear decommissioning obligation and the 2013 increase in asset retirement obligation for fossil power plants.

(g)	Adjustment to exclude the impacts associated with the sale of Generation’s ownership interest in generating stations, primarily the gain from sale of Generation’s equity interest in Safe Harbor Water Power Corporation in 2014.

(h)	Adjustment to exclude the unrealized gains on NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements.

(i)	Adjustment to exclude the gain recorded upon consolidation of CENG resulting from the difference in the fair value of CENG’s net assets and the equity method investment previously recorded on Generation’s and Exelon’s books and the settlement of pre-existing commitments between Generation and CENG.

(j)	Adjustment to reflect a benefit related to favorable settlements in 2014 of certain income tax positions on Constellation’s 2009-2012 tax returns.

(k)	Adjustment to account for the CENG interest not owned by Generation, where applicable.

(l)	Adjustment to exclude the non-cash amortization of certain debt recorded at fair value at the Constellation merger date, which was retired in the second quarter of 2013.

(m)	Adjustment to exclude a non-cash charge to earnings resulting from the first quarter 2013 remeasurement of a like-kind exchange tax position taken on ComEd’s 1999 sale of fossil generating assets.

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating

Earnings to GAAP Earnings (in millions)

Three Months Ended September 30, 2014 and 2013

(unaudited)


	Exelon Earnings per Diluted Share			Generation			ComEd			PECO			BGE			Other (a)			Exelon
2013 GAAP Earnings (Loss)	$	0.86		$	490		$	126		$	92		$	50		$	(20	)	$	738
2013 Adjusted (non-GAAP) Operating (Earnings) Loss Adjustments:
Mark-to-Market Impact of Economic Hedging Activities		(0.17	)		(151	)		—			—			—			3			(148	)
Unrealized Gains Related to NDT Fund Investments (1)		(0.03	)		(23	)		—			—			—			(1	)		(24	)
Asset Retirement Obligation (2)		0.01			7			—			—			—			(1	)		6
Long-Lived Asset Impairment (3)		0.03			28			—			—			—			—			28
Merger and Integration Costs (4)		0.03			20			1			1			1			3			26
Amortization of Commodity Contract Intangibles (5)		0.05			40			—			—			—			1			41

2013 Adjusted (non-GAAP) Operating Earnings (Loss)		0.78			411			127			93			51			(15	)		667
Year Over Year Effects on Earnings:
Generation Energy Margins, ExcludingMark-to-Market:
Volume Impacts for Generation Revenue (9)		0.15			133			—			—			—			—			133
Fuel Cost Impacts for Generation (10)		—			(3	)		—			—			—			—			(3	)
Capacity Pricing (11)		0.04			34			—			—			—			—			34
Market and Portfolio Conditions (12)		0.08			67			—			—			—			—			67
ComEd, PECO and BGE Margins:
Weather		(0.03	)		—			(16	)		(10	)		—	(b)		—			(26	)
Load		—			—			1			1			—	(b)		—			2
Other Energy Delivery (13)		0.06			—			39			8			5			—			52
Operating and Maintenance Expense:
Labor, Contracting and Materials (14)		(0.14	)		(93	)		(11	)		(2	)		(8	)		(3	)		(117	)
Planned Nuclear Refueling Outages (15)		0.01			6			—			—			—			—			6
Pension and Non-Pension Postretirement Benefits (16)		0.03			13			14			1			(1	)		2			29
Other Operating and Maintenance (17)		(0.08	)		(40	)		(18	)		(11	)		(4	)		6			(67	)
Depreciation and Amortization Expense (18)		(0.04	)		(22	)		(6	)		(1	)		—			(1	)		(30	)
Equity in Earnings of Unconsolidated Affiliates (19)		(0.04	)		(36	)		—			—			—			—			(36	)
Income Taxes (20)		0.03			19			—			2			2			—			23
Interest Expense, Net		0.01			6			(4	)		—			1			3			6
CENG Non-Controlling Interest		(0.05	)		(43	)		—			—			—			—			(43	)
Other (21)		(0.03	)		(19	)		—			—			—			(2	)		(21	)

2014 Adjusted (non-GAAP) Operating Earnings (Loss)		0.78			433			126			81			46			(10	)		676
2014 Adjusted (non-GAAP) Operating Earnings (Loss) Adjustments:
Mark-to-Market Impact of Economic Hedging Activities		0.18			161			—			—			—			(3	)		158
Unrealized Losses Related to NDT Fund Investments (1)		(0.03	)		(22	)		—			—			—			—			(22	)
Asset Retirement Obligation (2)		0.02			13			—			—			—			—			13
Plant Retirements and Divestitures (6)		0.23			198			—			—			—			(1	)		197
Long-Lived Asset Impairment (3)		(0.03	)		(30	)		—			—			—			—			(30	)
Merger and Integration Costs (4)		(0.07	)		(47	)		—			—			—			(17	)		(64	)
Amortization of Commodity Contract Intangibles (5)		0.01			12			—			—			—			—			12
Tax Settlements (7)		0.08			66			—			—			—			—			66
Non-Controlling Interest (8)		(0.02	)		(13	)		—			—			—			—			(13	)

2014 GAAP Earnings (Loss)	$	1.15		$	771		$	126		$	81		$	46		$	(31	)	$	993

Notes:

•

Beginning on April 1, 2014, each line item above includes 100% of CENG’s results of operations. Prior to April 1, 2014, CENG’s net results were included in equity in earnings (loss) on unconsolidated affiliates. Therefore, the results of operations from 2014 and 2013 for each line item above are not comparable for Generation and Exelon. The explanations below identify any other significant or unusual items affecting the results of operations.

•

Effective in the fourth quarter of 2013 Exelon switched from applying a blended tax rate to applying a marginal tax rate to the drivers and exclusions presented above, resulting in minor changes when comparing to historical earnings release filings.

•

Effective in the first quarter of 2014, ‘Nuclear Volume’ and ‘Nuclear Fuel Costs’ were changed to ‘Volume Impacts for Generation Revenue’ and ‘Fuel Cost Impacts for Generation,’ respectively, reflecting a full Generation perspective.

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

(b)	As approved by the Maryland PSC, BGE records a monthly adjustment to rates for residential and the majority of its commercial and industrial customers to eliminate the effect of abnormal weather and usage patterns per customer on distribution volumes.

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

(2)	In 2013, primarily reflects an increase in Generation’s asset retirement obligation for retired fossil power plants. In 2014, primarily reflects a decrease in Generation’s nuclear decommissioning obligation.

(3)	Reflects charges to earnings primarily related to the impairment of certain wind generating assets in 2013 and the impairment of certain generating assets held for sale in 2014.

(4)	Reflects certain costs associated with the Constellation merger, PHI acquisition, and, at Generation, the CENG integration, including professional fees, employee-related expenses, integration activities, upfront credit facilities fees, merger commitments, and certain pre-acquisition contingencies.

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

(6)	Reflects the impacts associated with the sale of Generation’s ownership interest in generating stations, primarily the gain from sale of Generation’s equity interest in Safe Harbor Water Power Corporation.

(7)	Reflects a benefit related to the favorable settlement in 2014 of certain income tax positions on Constellation’s 2009-2012 tax returns.

(8)	Represents adjustments to account for the CENG interest not owned by Generation, where applicable.

(9)

Primarily reflects the inclusion of CENG’s results for the third quarter of 2014 and decreased nuclear outage days in 2014, partially offset by a decrease in fossil generation within the New England region as a result of favorable portfolio management optimization activities, which is partially offset below within market and portfolio conditions.

(10)	Primarily reflects the inclusion of CENG’s results for the third quarter of 2014 and increased nuclear generation, partially offset by lower fossil fuel cost within the New England region and the cancellation of the DOE spent nuclear fuel disposal fee.

(11)	Primarily reflects the inclusion of CENG’s capacity credits within the New York and PJM markets for the third quarter of 2014.

(12)	Primarily reflects the impact of favorable portfolio management optimization activities within the New England region and higher realized energy prices within the Mid-Atlantic and New York regions.

(13)

For ComEd, primarily reflects higher distribution and transmission revenue as a result of increased capital investments, as well as increased cost recovery associated with energy efficiency programs and uncollectible accounts expense due to timing of regulatory cost recovery (both offset below, in other operating and maintenance expense). For PECO, primarily reflects increased recovery from regulatory programs (offset below primarily in operating and maintenance expense). For BGE, primarily reflects increased distribution revenue pursuant to increased rates effective in December 2013.

(14)

Primarily reflects the inclusion of CENG’s results for the third quarter of 2014 at Generation, an increase in contracting costs as a result of increased nuclear non-refueling outage days at Generation, increased contracting as a result of an increase in maintenance related activities at ComEd and BGE, increased contracting costs associated with EIMA Smart Meter Project assistance at ComEd, and inflation across all operating companies.

(15)	Primarily reflects the impact of decreased nuclear refueling outage days in 2014, excluding Salem.

(16)	Primarily reflects cost savings from plan design changes for certain OPEB plans and the favorable impact of higher actuarially assumed pension and OPEB discount rates for 2014, partially offset by the inclusion of CENG’s results for the third quarter of 2014 at Generation.

(17)

At Generation, primarily relates to the inclusion of CENG’s results for the third quarter of 2014 and an increase in nuclear decommissioning obligation expense. At ComEd, primarily relates to increased spend on energy and efficiency programs and increased uncollectible accounts expense (both offset above, in other energy and delivery revenue). In the PECO and BGE service territory, primarily reflects increased storm costs. Also at PECO, reflects increased spend on regulatory programs (offset above in other energy delivery revenue).

(18)	Primarily reflects the inclusion of CENG’s results for the third quarter of 2014 at Generation and increased depreciation expense across all operating companies for ongoing capital expenditures.

(19)

Reflects the third quarter 2013 non-cash amortization of the fair value basis difference recorded at the Constellation merger date, offset by equity in losses in CENG in 2013. CENG’s operating results are fully consolidated in 2014 and, as a result, are not reflected as equity method earnings in 2014.

(20)	At Generation, primarily reflects an increase in domestic production activities deduction, partially offset by a reduction in investment tax credit benefits.

(21)	At Generation, primarily reflects the inclusion of CENG for the third quarter of 2014.

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating

Earnings to GAAP Earnings (in millions)

Nine Months Ended September 30, 2014 and 2013

(unaudited)


	Exelon Earnings per Diluted Share			Generation			ComEd			PECO			BGE			Other (a)			Exelon
2013 GAAP Earnings (Loss)	$	1.42		$	801		$	140		$	285		$	150		$	(152	)	$	1,224
2013 Adjusted (non-GAAP) Operating (Earnings) Loss Adjustments:
Mark-to-Market Impact of Economic Hedging Activities		(0.21	)		(166	)		—			—			—			(2	)		(168	)
Unrealized Gains Related to NDT Fund Investments (1)		(0.04	)		(37	)		—			—			—			—			(37	)
Asset Retirement Obligation (2)		0.01			6			—			—			—			—			6
Plant Retirements and Divestitures (3)		(0.01	)		(13	)		—			—			—			—			(13	)
Long-Lived Asset Impairment (4)		0.13			102			—			—			—			9			111
Merger and Integration Costs (5)		0.08			60			2			5			(3	)		2			66
Amortization of Commodity Contract Intangibles (6)		0.32			273			—			—			—			—			273
Remeasurement of Like-Kind Exchange Tax Position (7)		0.31			—			170			—			—			97			267
Amortization of the Fair Value of Certain Debt (8)		(0.01	)		(7	)		—			—			—			—			(7	)

2013 Adjusted (non-GAAP) Operating Earnings (Loss)		2.00			1,019			312			290			147			(46	)		1,722
Year Over Year Effects on Earnings:
Generation Energy Margins, Excluding Mark-to-Market:
Volume Impacts for Generation Revenue (12)		0.25			218			—			—			—			—			218
Fuel Cost Impacts for Generation (13)		(0.10	)		(85	)		—			—			—			—			(85	)
Capacity Pricing (14)		0.21			182			—			—			—			—			182
Market and Portfolio Conditions (15)		(0.09	)		(75	)		—			—			—			—			(75	)
ComEd, PECO and BGE Margins:
Weather		—			—			(7	)		5			—	(b)		—			(2	)
Load		0.01			—			4			6			—	(b)		—			10
Other Energy Delivery (16)		0.16			—			64			12			58			(1	)		133
Operating and Maintenance Expense:
Labor, Contracting and Materials (17)		(0.26	)		(177	)		(20	)		(4	)		(21	)		(1	)		(223	)
Planned Nuclear Refueling Outages (18)		(0.03	)		(29	)		—			—			—			—			(29	)
Pension and Non-Pension Postretirement Benefits (19)		0.09			34			36			2			(4	)		6			74
Other Operating and Maintenance (20)		(0.23	)		(86	)		(28	)		(69	)		(27	)		10			(200	)
Depreciation and Amortization Expense (21)		(0.09	)		(48	)		(12	)		(3	)		(14	)		(1	)		(78	)
Equity in Earnings of Unconsolidated Affiliates (22)		(0.05	)		(47	)		—			—			—			—			(47	)
Income Taxes (23)		0.08			54			3			11			2			3			73
Interest Expense, Net (24)		0.04			24			(14	)		—			7			16			33
CENG Non-Controlling Interest		(0.06	)		(50	)		—			—			—			—			(50	)
Other (25)		(0.01	)		(10	)		(3	)		5			(2	)		—			(10	)
Share Differential		(0.01	)		—			—			—			—			—			—

2014 Adjusted (non-GAAP) Operating Earnings (Loss)		1.91			924			335			255			146			(14	)		1,646
2014 Adjusted (non-GAAP) Operating Earnings (Loss) Adjustments:
Mark-to-Market Impact of Economic Hedging Activities		(0.34	)		(294	)		—			—			—			1			(293	)
Unrealized Gains Related to NDT Fund Investments (1)		0.07			62			—			—			—			—			62
Asset Retirement Obligation (2)		0.02			13			—			—			—			—			13
Plant Retirements and Divestitures (3)		0.23			198			—			—			—			(1	)		197
Long-Lived Asset Impairment (4)		(0.11	)		(83	)		—			—			—			(15	)		(98	)
Gain on CENG Integration (9)		0.18			159			—			—			—			—			159
Merger and Integration Costs (5)		(0.12	)		(76	)		—			—			—			(29	)		(105	)
Amortization of Commodity Contract Intangibles (6)		(0.06	)		(42	)		—			—			—			—			(42	)
Tax Settlements (10)		0.12			101			—			—			—			—			101
Non-Controlling Interest (11)		(0.04	)		(36	)		—			—			—			—			(36	)

2014 GAAP Earnings (Loss)	$	1.86		$	926		$	335		$	255		$	146		$	(58	)	$	1,604

Note:

•

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

(b)	As approved by the Maryland PSC, BGE records a monthly adjustment to rates for residential and the majority of its commercial and industrial customers to eliminate the effect of abnormal weather and usage patterns per customer on distribution volumes.

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

(2)	In 2013, primarily reflects an increase in Generation’s asset retirement obligation for retired fossil power plants. In 2014, primarily reflects a decrease in Generation’s nuclear decommissioning obligation.

(3)	Reflects the impacts associated with the sale of Generation’s ownership interests in generating stations, primarily the gain from sale of Generation’s equity interest in Safe Harbor Water Power Corporation in 2014.

(4)	Reflects a 2013 charge to earnings primarily related to the cancellation of previously capitalized nuclear uprate projects and the impairment of wind generating assets and a 2014 charge primarily related to the impairment of wind generating assets and certain generating assets held for sale.

(5)	Reflects certain costs associated with the Constellation merger, PHI acquisition, and, at Generation, the CENG integration, including professional fees, employee-related expenses, integration activities, upfront credit facilities fees, merger commitments, and certain pre-acquisition contingencies.

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

(7)	Represents a non-cash charge to earnings resulting from the first quarter 2013 remeasurement of a like-kind exchange tax position taken on ComEd’s 1999 sale of fossil generating assets.

(8)	Represents the non-cash amortization of certain debt recorded at fair value at the Constellation merger date, which was retired in the second quarter of 2013.

(9)

Represents the gain recorded upon consolidation of CENG resulting from the difference in the fair value of CENG’s net assets as of April 1, 2014, and the equity method investment previously recorded on Generation’s and Exelon’s books and the settlement of pre-existing transactions between Generation and CENG.

(10)	Reflects a benefit related to the favorable settlement in 2014 of certain income tax positions on Constellation’s 2009-2012 tax returns.

(11)	Represents adjustments to account for the CENG interest not owned by Generation, where applicable.

(12)

Primarily reflects the inclusion of CENG’s results for the second and third quarters of 2014 and an increase in revenue in ERCOT as a result of extreme cold weather in the first quarter of 2014, partially offset by increased nuclear outage days in 2014 as well as a decrease in fossil generation within the New England region as a result of favorable portfolio management optimization activities (offset below in market and portfolio conditions).

(13)

Primarily reflects the inclusion of CENG’s results for the second and third quarters of 2014, increased fossil generation, and increased fossil fuel costs due to the extreme cold weather during the first quarter of 2014, partially offset by the cancellation of the DOE spent nuclear fuel disposal fee.

(14)	Primarily reflects the impact of increased capacity prices related to the Reliability Pricing Model (RPM) for the PJM Interconnection, LLC (PJM) market in addition to the inclusion of CENG’s capacity credits within the New York and PJM markets for the second and third quarters of 2014.

(15)	Primarily reflects the impact of lower realized energy prices and higher procurement costs for replacement power as a result of the extreme cold weather in the first quarter of 2014, partially offset by favorable portfolio management optimization activities.

(16)

For ComEd, primarily reflects higher distribution and transmission revenue due to increased capital investments, as well as increased cost recovery associated with energy efficiency programs and uncollectible accounts expense due to timing of regulatory cost recovery (both offset below, in other operating and maintenance expense), partially offset by lower distribution formula rate revenue due to decreased pension and non-pension postretirement expense (offset below). For PECO, primarily reflects increased recovery from regulatory programs (offset below primarily in operating and maintenance expense). For BGE, primarily reflects increased distribution revenue pursuant to increased rates effective in February and December 2013, increased cost recovery for energy efficiency and demand response programs (offset below, primarily in depreciation and amortization expense), and increased transmission revenue pursuant to increased rates effective June 2014.

(17)

Primarily reflects the inclusion of CENG’s results for the second and third quarters of 2014 at Generation, an increase in contracting costs as a result of increased nuclear non-refueling outage days at Generation, increased maintenance activities at ComEd and BGE, increased contracting costs associated with EIMA Smart Meter Project assistance at ComEd, and inflation across all operating companies, partially offset at Generation by merger synergies realized in 2014.

(18)	Primarily reflects of the inclusion of CENG’s results for the second and third quarters of 2014 and the impact of increased nuclear refueling outage days in 2014, excluding Salem.

(19)	Primarily reflects cost savings from plan design changes for certain OPEB plans and the favorable impact of higher actuarially assumed pension and OPEB discount rates for 2014, partially offset by the inclusion of CENG’s results for the second and third quarters of 2014.

(20)

For Generation, primarily reflects the inclusion of CENG’s results for the second and third quarters of 2014, an increase in the reserve for future asbestos-related bodily injury claims, an increase in nuclear decommissioning obligation expense, and an increase in regulatory fees and assessments. For ComEd, primarily relates to increased spend on energy efficiency programs and increased uncollectible accounts expense (both offset above, in other energy and delivery revenue). In the PECO service territory, primarily reflects increased storm costs, including the February 5, 2014 ice storm and July storms, as well as, increased spend on regulatory programs (offset above in other energy delivery revenue). In the BGE service territory, primarily reflects increased storm costs and an increase in uncollectible accounts expense.

(21)

Primarily reflects the inclusion of CENG’s results for the second and third quarters of 2014 and increased depreciation expense across the operating companies for ongoing capital expenditures. At BGE, also reflects increased regulatory asset amortization related to higher energy efficiency and demand response program expenditures (offset above, primarily in other energy delivery revenue).

(22)	Reflects the 2013 non-cash amortization of the fair value basis difference recorded at the Constellation merger date, offset by equity in losses in CENG in 2013. CENG’s operating results are fully consolidated in 2014 and, as a result, are not reflected as equity method earnings in 2014.

(23)	At Generation, primarily reflects the favorable settlement of certain income positions and an increase in domestic production activities deduction, partially offset by a reduction in investment tax credit benefits. At PECO, primarily reflects an increase in electric tax repairs deduction.

(24)

For Generation, primarily reflects a benefit recorded in 2014 related to the favorable settlement of certain income tax positions on Constellation’s 2009-2012 tax returns and an increase in interest income reflecting the inclusion of CENG’s results of operations for the second and third quarters of 2014. For ComEd, primarily reflects a favorable adjustment recorded in the first quarter of 2013 related to the 1999-2001 IRS settlement. For BGE, primarily reflects the impact of favorable interest rates in 2014. For Corporate, includes the impacts of a 2013 unfavorable franchise tax case settlement.

(25)	For Generation, primarily reflects the inclusion of CENG’s results for the second and third quarters of 2014.

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited) (in millions)


	Generation
	Three Months Ended September 30, 2014									Three Months Ended September 30, 2013
	GAAP (a)			Adjustments			Adjusted Non-GAAP			GAAP (a)			Adjustments			Adjusted Non-GAAP
Operating revenues	$	4,412		$	(248	)(b),(c)	$	4,164		$	4,255		$	(90	)(b),(c)	$	4,165
Operating expenses
Purchased power and fuel		1,880			33	(b),(c)		1,913			2,179			112	(b),(c)		2,291
Operating and maintenance		1,266			(90	)(d),(e),(f),(g)		1,176			1,076			(87	)(d),(e),(f)		989
Depreciation and amortization		253			—			253			218			(1	)(d)		217
Taxes other than income		127			—			127			98			—			98

Total operating expenses		3,526			(57	)		3,469			3,571			24			3,595
Equity in earnings of unconsolidated affiliates		1			—			1			37			23	(c),(d)		60

Operating income		887			(191	)		696			721			(91	)		630

Other income and (deductions)
Interest expense		(89	)		3	(b)		(86	)		(82	)		—			(82	)
Other, net		342			(275	)(g),(h),(i)		67			134			(63	)(h)		71

Total other income and (deductions)		253			(272	)		(19	)		52			(63	)		(11	)

Income before income taxes		1,140			(463	)		677			773			(154	)		619
Income taxes		291			(112	)(b),(c),(d),(e),(f),(g),(h),(i)		179			288			(75	)(b),(c),(d),(e),(f),(h)		213

Net income		849			(351	)		498			485			(79	)		406
Net income (loss) attributable to noncontrolling interests		78			(13	)(j)		65			(5	)		—			(5	)

Net income attributable to membership interest	$	771		$	(338	)	$	433		$	490		$	(79	)	$	411

	Nine Months Ended September 30, 2014									Nine Months Ended September 30, 2013
	GAAP (a)			Adjustments			Adjusted Non-GAAP			GAAP (a)			Adjustments			Adjusted Non-GAAP
Operating revenues	$	12,591		$	772	(b),(c),(d)	$	13,363		$	11,858		$	469	(b),(c)	$	12,327
Operating expenses
Purchased power and fuel		7,071			220	(b),(c)		7,291			6,294			355	(b),(c)		6,649
Operating and maintenance		3,765			(207	)(d),(e),(f),(g)		3,558			3,377			(241	)(d),(e)(f),(g)		3,136
Depreciation and amortization		719			—			719			643			(3	)(d)		640
Taxes other than income		350			—			350			292			—			292

Total operating expenses		11,905			13			11,918			10,606			111			10,717
Equity in earnings (loss) of unconsolidated affiliates		(20	)		12	(c),(d)		(8	)		7			62	(c),(d)		69
Gain on consolidation of CENG		261			(261	)(k)		—			—			—			—

Operating income		927			510			1,437			1,259			420			1,679

Other income and (deductions)
Interest expense		(261	)		3	(b)		(258	)		(257	)		1	(d),(e),(l)		(256	)
Other, net		661			(480	)(g),(h),(i)		181			229			(117	)(d),(g),(h),(l)		112

Total other income and (deductions)		400			(477	)		(77	)		(28	)		(116	)		(144	)

Income before income taxes		1,327			33			1,360			1,231			304			1,535
Income taxes		290			71	(b),(c),(d),(e),(f),(g),(h),(i),(k)		361			436			86	(b),(c),(d),(e),(f),(g),(h),(l)		522

Net income		1,037			(38	)		999			795			218			1,013
Net income (loss) attributable to noncontrolling interests		111			(36	)(j)		75			(6	)		—			(6	)

Net income attributable to membership interest	$	926		$	(2	)	$	924		$	801		$	218		$	1,019

Note: Includes the results of operations of Constellation Energy Nuclear Group, LLC beginning on April 1, 2014, the date the nuclear operating services agreement was executed.

(a)	Results reported in accordance with GAAP.

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

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

(d)	Adjustment to exclude certain costs associated with the Constellation merger, PHI acquisition, and the CENG integration, including professional fees, employee-related expenses, integration activities, upfront credit facilities fees, merger commitments, and certain pre-acquisition contingencies.

(e)	Adjustment to exclude a 2014 charge to earnings primarily related to the impairment of certain wind generating assets and a 2013 charge to earnings primarily related to the cancellation of previously capitalized nuclear uprate projects.

(f)	Adjustment to exclude the 2014 decrease in Generation’s nuclear decommissioning obligation and the 2013 increase in Generation’s asset retirement obligation for retired fossil fuel plants.

(g)	Adjustment to exclude the impacts associated with the sale or retirement of generating stations, primarily the gain from sale of Generation’s equity interest in Safe Harbor Water Power Corporation.

(h)	Adjustment to exclude the unrealized gains and losses on NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements.

(i)	Adjustment to reflect a benefit related to favorable settlements in 2014 of certain income tax positions on Constellation’s 2009-2012 tax returns.

(j)	Adjustment to exclude adjustments for CENG interest not owned by Generation.

(k)	Adjustment to exclude the gain recorded upon consolidation of CENG resulting from the difference in the fair value of CENG’s net assets and the equity method investment previously recorded on Generation’s and Exelon’s books and the settlement of pre-existing commitments between Generation and CENG.

(l)	Adjustment to exclude the non-cash amortization of certain debt recorded at fair value at the merger date, which was retired in the second quarter of 2013.

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)


	ComEd
	Three Months Ended September 30, 2014								Three Months Ended September 30, 2013
	GAAP (a)			Adjustments		Adjusted Non- GAAP			GAAP (a)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	1,222		$	—	$	1,222		$	1,156		$	—		$	1,156
Operating expenses
Purchased power		326			—		326			301			—			301
Operating and maintenance		359			—		359			333			(2	)(b)		331
Depreciation and amortization		174			—		174			164			—			164
Taxes other than income		76			—		76			80			—			80

Total operating expenses		935			—		935			878			(2	)		876

Operating income		287			—		287			278			2			280

Other income and (deductions)
Interest expense		(81	)		—		(81	)		(74	)		—			(74	)
Other, net		4			—		4			7			—			7

Total other income and (deductions)		(77	)		—		(77	)		(67	)		—			(67	)

Income before income taxes		210			—		210			211			2			213
Income taxes		84			—		84			85			1	(b)		86

Net income	$	126		$	—	$	126		$	126		$	1		$	127


	Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2013
	GAAP (a)			Adjustments		Adjusted Non- GAAP			GAAP (a)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	3,484		$	—	$	3,484		$	3,395		$	—		$	3,395
Operating expenses
Purchased power		915			—		915			931			—			931
Operating and maintenance		1,040			—		1,040			1,020			(2	)(b)		1,018
Depreciation and amortization		521			—		521			501			—			501
Taxes other than income		225			—		225			225			—			225

Total operating expenses		2,701			—		2,701			2,677			(2	)		2,675

Operating income		783			—		783			718			2			720

Other income and (deductions)
Interest expense		(241	)		—		(241	)		(503	)		288	(c)		(215	)
Other, net		14			—		14			18			—			18

Total other income and (deductions)		(227	)		—		(227	)		(485	)		288			(197	)

Income before income taxes		556			—		556			233			290			523
Income taxes		221			—		221			93			118	(b),(c)		211

Net income	$	335		$	—	$	335		$	140		$	172		$	312

(a)	Results reported in accordance with GAAP.

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

(c)	Adjustment to exclude a non-cash charge to earnings resulting from the first quarter 2013 remeasurement of a like-kind exchange tax position taken on ComEd’s 1999 sale of fossil generating assets.

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)


	PECO
	Three Months Ended September 30, 2014								Three Months Ended September 30, 2013
	GAAP (a)			Adjustments		Adjusted Non- GAAP			GAAP (a)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	693		$	—	$	693		$	728		$	—		$	728
Operating expenses
Purchased power and fuel		255			—		255			289			—			289
Operating and maintenance		204			—		204			186			(2	)(b)		184
Depreciation and amortization		59			—		59			57			—			57
Taxes other than income		42			—		42			41			—			41

Total operating expenses		560			—		560			573			(2	)		571

Operating income		133			—		133			155			2			157

Other income and (deductions)
Interest expense		(29	)		—		(29	)		(29	)		—			(29	)
Other, net		2			—		2			1			—			1

Total other income and (deductions)		(27	)		—		(27	)		(28	)		—			(28	)

Income before income taxes		106			—		106			127			2			129
Income taxes		25			—		25			35			1	(b)		36

Net income		81			—		81			92			1			93
Preferred security dividends		—			—		—			—			—			—

Net income attributable to common shareholder	$	81		$	—	$	81		$	92		$	1		$	93


	Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2013
	GAAP (a)			Adjustments		Adjusted Non- GAAP			GAAP (a)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	2,343		$	—	$	2,343		$	2,295		$	—		$	2,295
Operating expenses
Purchased power and fuel		960			—		960			953			—			953
Operating and maintenance		668			—		668			554			(8	)(b)		546
Depreciation and amortization		176			—		176			171			—			171
Taxes other than income		122			—		122			121			—			121

Total operating expenses		1,926			—		1,926			1,799			(8	)		1,791

Operating income		417			—		417			496			8			504

Other income and (deductions)
Interest expense		(85	)		—		(85	)		(86	)		—			(86	)
Other, net		5			—		5			4			—			4

Total other income and (deductions)		(80	)		—		(80	)		(82	)		—			(82	)

Income before income taxes		337			—		337			414			8			422
Income taxes		82			—		82			122			3	(b)		125

Net income		255			—		255			292			5			297
Preferred security dividends and redemption		—			—		—			7			—			7

Net income attributable to common shareholder	$	255		$	—	$	255		$	285		$	5		$	290

(a)	Results reported in accordance with GAAP.

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

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)


	BGE
	Three Months Ended September 30, 2014								Three Months Ended September 30, 2013
	GAAP (a)			Adjustments		Adjusted Non- GAAP			GAAP (a)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	697		$	—	$	697		$	737		$	—		$	737
Operating expenses
Purchased power and fuel		297			—		297			346			—			346
Operating and maintenance		165			—		165			146			(2	)(b)		144
Depreciation and amortization		78			—		78			78			—			78
Taxes other than income		55			—		55			53			—			53

Total operating expenses		595			—		595			623			(2	)		621

Operating income		102			—		102			114			2			116

Other income and (deductions)
Interest expense		(26	)		—		(26	)		(29	)		—			(29	)
Other, net		4			—		4			4			—			4

Total other income and (deductions)		(22	)		—		(22	)		(25	)		—			(25	)

Income before income taxes		80			—		80			89			2			91
Income taxes		31			—		31			36			1	(b)		37

Net income		49			—		49			53			1			54
Preference stock dividends		3			—		3			3			—			3

Net income attributable to common shareholders	$	46		$	—	$	46		$	50		$	1		$	51


	Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2013
	GAAP (a)			Adjustments		Adjusted Non- GAAP			GAAP (a)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	2,404		$	—	$	2,404		$	2,271		$	—		$	2,271
Operating expenses
Purchased power and fuel		1,094			—		1,094			1,059			—			1,059
Operating and maintenance		541			—		541			450			4	(b)		454
Depreciation and amortization		275			—		275			252			—			252
Taxes other than income		168			—		168			162			—			162

Total operating expenses		2,078			—		2,078			1,923			4			1,927

Operating income (loss)		326			—		326			348			(4	)		344

Other income and (deductions)
Interest expense		(81	)		—		(81	)		(94	)		—			(94	)
Other, net		14			—		14			13			—			13

Total other income and (deductions)		(67	)		—		(67	)		(81	)		—			(81	)

Income before income taxes		259			—		259			267			(4	)		263
Income taxes		103			—		103			107			(1	)(b)		106

Net income		156			—		156			160			(3	)		157
Preference stock dividends		10			—		10			10			—			10

Net income attributable to common shareholders	$	146		$	—	$	146		$	150		$	(3	)	$	147

(a)	Results reported in accordance with GAAP.

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

EXELON CORPORATION

Reconciliation of Adjusted (non-GAAP) Operating Earnings to

GAAP Consolidated Statements of Operations

(unaudited)

(in millions)


	Other (a)
	Three Months Ended September 30, 2014									Three Months Ended September 30, 2013
	GAAP (b)			Adjustments			Adjusted Non- GAAP			GAAP (b)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	(112	)	$	—		$	(112	)	$	(374	)	$	—		$	(374	)
Operating expenses
Purchased power and fuel		(110	)		—			(110	)		(372	)		—			(372	)
Operating and maintenance		(12	)		(9	)(c)		(21	)		(6	)		(3	)(c)		(9	)
Depreciation and amortization		13			—			13			13			—			13
Taxes other than income		6			—			6			5			—			5

Total operating expenses		(103	)		(9	)		(112	)		(360	)		(3	)		(363	)

Operating loss		(9	)		9			—			(14	)		3			(11	)

Other income and (deductions)
Interest expense		(33	)		21	(c)		(12	)		(20	)		—			(20	)
Other, net		2			—			2			9			—			9

Total other income and (deductions)		(31	)		21			(10	)		(11	)		—			(11	)

Loss before income taxes		(40	)		30			(10	)		(25	)		3			(22	)
Income taxes		(9	)		9	(c),(e),(f)		—			(5	)		(2	)(c),(d),(e)		(7	)

Net loss	$	(31	)	$	21		$	(10	)	$	(20	)	$	5		$	(15	)


		Nine Months Ended September 30, 2014									Nine Months Ended September 30, 2013
		GAAP (b)			Adjustments			Adjusted Non- GAAP			GAAP (b)			Adjustments			Adjusted Non- GAAP
Operating revenues	$	(649	)	$	—		$	(649	)	$	(1,094	)	$	(7	)(e)	$	(1,101	)
Operating expenses
Purchased power and fuel		(641	)		—			(641	)		(1,094	)		—			(1,094	)
Operating and maintenance		(9	)		(43	)(c),(d)		(52	)		(10	)		(18	)(c),(d)		(28	)
Depreciation and amortization		41			—			41			39			—			39
Taxes other than income		22			—			22			25			—			25

Total operating expenses		(587	)		(43	)		(630	)		(1,040	)		(18	)		(1,058	)

Operating loss		(62	)		43			(19	)		(54	)		11			(43	)

Other income and (deductions)
Interest expense		(54	)		29	(c)		(25	)		(170	)		81	(h)		(89	)
Other, net		8			—			8			47			—			47

Total other income and (deductions)		(46	)		29			(17	)		(123	)		81			(42	)

Loss before income taxes		(108	)		72			(36	)		(177	)		92			(85	)
Income taxes		(50	)		28	(c),(d),(e),(f)		(22	)		(25	)		(14	)(c),(d),(e),(g)		(39	)

Net loss	$	(58	)	$	44		$	(14	)	$	(152	)	$	106		$	(46	)

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

(b)	Results reported in accordance with GAAP.

(c)	Adjustment to exclude certain costs associated with the Constellation merger, PHI acquisition, and the CENG integration, including professional fees, employee-related expenses, integration activities, upfront credit facilities fees, merger commitments, and certain pre-acquisition contingencies.

(d)	Adjustment to exclude a charge to earnings related to the impairment of investments in long-term leases in both 2014 and 2013.

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

(f)	Adjustment to exclude the impacts associated with the sale or retirement of generating stations.

(g)	Adjustment to exclude a non-cash charge to earnings resulting from the first quarter 2013 remeasurement of a like-kind exchange tax position taken on ComEd’s 1999 sale of fossil generating assets.

EXELON CORPORATION

Exelon Generation Statistics


	Three Months Ended,
	September 30, 2014		June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013
Supply (in GWhs)
Nuclear Generation
Mid-Atlantic (a)		15,993		14,912		12,136		11,900		12,424
Midwest		24,379		22,719		23,125		23,429		23,741
New York (a)		4,891		3,766		—		—		—

Total Nuclear Generation		45,263		41,397		35,261		35,329		36,165
Fossil and Renewables (a)
Mid-Atlantic		2,385		3,165		3,207		2,951		2,808
Midwest		212		319		417		363		217
New England		1,789		1,299		1,734		1,763		3,609
New York		1		1		1		—		—
ERCOT		2,331		1,553		1,656		1,582		2,522
Other (c)		2,285		2,041		1,630		1,064		1,913

Total Fossil and Renewables		9,003		8,378		8,645		7,723		11,069
Purchased Power
Mid-Atlantic (b)		1,110		810		3,233		3,955		4,289
Midwest		260		520		711		498		707
New England		3,231		2,290		2,070		2,605		2,178
New York (b)		—		—		2,857		3,493		3,565
ERCOT		2,184		2,518		3,440		2,792		3,803
Other (c)		4,397		3,654		3,355		2,986		3,244

Total Purchased Power		11,182		9,792		15,666		16,329		17,786
Total Supply/Sales by Region (e)
Mid-Atlantic (d)		19,488		18,887		18,576		18,806		19,521
Midwest (d)		24,851		23,558		24,253		24,290		24,665
New England		5,020		3,589		3,804		4,368		5,787
New York		4,892		3,767		2,858		3,493		3,565
ERCOT		4,515		4,071		5,096		4,374		6,325
Other (c)		6,682		5,695		4,985		4,050		5,157

Total Supply/Sales by Region		65,448		59,567		59,572		59,381		65,020


	Three Months Ended,
	September 30, 2014		June 30, 2014		March 31, 2014 (g)		December 31, 2013 (g)		September 30, 2013 (g)
Outage Days (f)
Refueling		18		108		52		94		43
Non-refueling		20		44		20		33		5

Total Outage Days		38		152		72		127		48

(a)

Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g. CENG). Nuclear generation for three months ended September 30, 2014 includes physical volumes of 3,726 GWh in Mid-Atlantic and 4,891 GWh in New York for CENG.

(b)

Purchased power includes physical volumes of 2,489 GWhs, 3,226 GWhs, and 3,138 GWhs in the Mid-Atlantic and 2,857 GWhs, 3,051 GWhs, and 3,147 GWhs in New York as a result of the PPA with CENG for the three months ended March 31, 2014, December 31, 2013, and September 30, 2013 respectively. As of the integration date of April 1, 2014, CENG volumes are included in nuclear generation.

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

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

(e)	Total sales do not include physical trading volumes of 3,006 GWhs, 2,629 GWhs, 2,494 GWhs, 2,696 GWhs, and 2,499 GWhs for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013, and September 30, 2013 respectively.

(f)	Outage days exclude Salem.

(g)	Outage days exclude CENG.

EXELON CORPORATION

Exelon Generation Statistics

Nine Months Ended September 30, 2014 and 2013


	September 30, 2014		September 30, 2013
Supply (in GWhs)
Nuclear Generation
Mid-Atlantic (a)		43,042		36,980
Midwest		70,223		69,817
New York (a)		8,657		—

Total Nuclear Generation		121,922		106,797
Fossil and Renewables (a)
Mid-Atlantic		8,758		8,764
Midwest		948		1,116
New England		4,822		9,133
New York		3		—
ERCOT		5,541		4,872
Other (c)		5,954		5,598

Total Fossil and Renewables		26,026		29,483
Purchased Power
Mid-Atlantic (b)		5,152		10,138
Midwest		1,491		3,910
New England		7,591		5,050
New York (b)		2,857		10,149
ERCOT		8,142		12,271
Other (c)		11,406		11,945

Total Purchased Power		36,639		53,463
Total Supply/Sales by Region (e)
Mid-Atlantic (d)		56,952		55,882
Midwest (d)		72,662		74,843
New England		12,413		14,183
New York		11,517		10,149
ERCOT		13,683		17,143
Other (c)		17,360		17,543

Total Supply/Sales by Region		184,587		189,743

(a)

Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g. CENG). Nuclear generation for nine months ended September 30, 2014 includes physical volumes of 7,507 GWh in Mid-Atlantic and 8,657 GWh in New York for CENG.

(b)

Purchased power includes physical volumes of 2,489 GWh and 8,840 GWh in the Mid-Atlantic and 2,857 GWh and 9,113 GWh in New York as a result of the PPA with CENG for the nine months ended September 30, 2014 and 2013, respectively. As of the integration date of April 1, 2014, CENG volumes are included in nuclear generation.

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

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

(e)	Total sales do not include physical proprietary trading volumes of 8,129 GWh and 6,066 GWh for the nine months ended September 30, 2014 and 2013, respectively.

EXELON CORPORATION

ComEd Statistics

Three Months Ended September 30, 2014 and 2013


	Electric Deliveries (in GWhs)										Revenue (in millions)
	2014		2013		% Change			Weather- Normal % Change			2014		2013		% Change
Retail Deliveries and Sales (a)
Residential		7,332		8,188		(10.5	)%		1.3	%	$	566	$	529		7.0	%
Small Commercial & Industrial		8,366		8,680		(3.6	)%		(0.6	)%		349		322		8.4	%
Large Commercial & Industrial		7,245		7,381		(1.8	)%		—	%		115		112		2.7	%
Public Authorities & Electric Railroads		301		329		(8.5	)%		(8.3	)%		10		12		(16.7	)%

Total Retail		23,244		24,578		(5.4	)%		0.1	%		1,040		975		6.7	%

Other Revenue (b)												182		181		0.6	%

Total Electric Revenue											$	1,222	$	1,156		5.7	%

Purchased Power											$	326	$	301		8.3	%


							% Change
	2014		2013		Normal		From 2013			From Normal
Heating and Cooling Degree-Days
Heating Degree-Days		111		79		119		40.5	%		(6.7	)%
Cooling Degree-Days		537		668		613		(19.6	)%		(12.4	)%

Nine Months Ended September 30, 2014 and 2013


	Electric Deliveries (in GWhs)										Revenue (in millions)
	2014		2013		% Change			Weather- Normal % Change			2014		2013		% Change
Retail Deliveries and Sales (a)
Residential		20,920		21,154		(1.1	)%		1.4	%	$	1,572	$	1,589		(1.1	)%
Small Commercial & Industrial		24,456		24,385		0.3	%		0.1	%		1,033		945		9.3	%
Large Commercial & Industrial		21,109		20,932		0.8	%		0.6	%		343		327		4.9	%
Public Authorities & Electric Railroads		1,001		997		0.4	%		(1.3	)%		35		35		—	%

Total Retail		67,486		67,468		—	%		0.6	%		2,983		2,896		3.0	%

Other Revenue (b)												501		499		0.4	%

Total Electric Revenue											$	3,484	$	3,395		2.6	%

Purchased Power											$	915	$	931		(1.7	)%


							% Change
	2014		2013		Normal		From 2013			From Normal
Heating and Cooling Degree-Days
Heating Degree-Days		4,680		4,116		4,048		13.7	%		15.6	%
Cooling Degree-Days		796		908		831		(12.3	)%		(4.2	)%


	2014		2013
Number of Electric Customers
Residential		3,486,438		3,465,635
Small Commercial & Industrial		367,446		366,216
Large Commercial & Industrial		1,992		1,978
Public Authorities & Electric Railroads		4,821		4,860

Total		3,860,697		3,838,689

(a)

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

(b)	Other revenue primarily includes transmission revenue from PJM. Other items include rental revenues, revenues related to late payment charges, revenues from other utilities for mutual assistance programs and recoveries of environmental costs associated with MGP sites.

EXELON CORPORATION

PECO Statistics

Three Months Ended September 30, 2014 and 2013


	Electric and Gas Deliveries										Revenue (in millions)
	2014		2013		% Change			Weather- Normal % Change			2014		2013		% Change
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential		3,551		3,781		(6.1	)%		0.9	%	$	413	$	448		(7.8	)%
Small Commercial & Industrial		2,096		2,142		(2.2	)%		0.3	%		107		109		(1.8	)%
Large Commercial & Industrial		4,086		4,207		(2.9	)%		(1.4	)%		52		53		(1.9	)%
Public Authorities & Electric Railroads		241		219		10.0	%		10.0	%		7		7		—	%

Total Retail		9,974		10,349		(3.6	)%		—	%		579		617		(6.2	)%

Other Revenue (b)												55		55		—	%

Total Electric Revenue												634		672		(5.7	)%

Gas (in mmcfs)
Retail Deliveries and Sales
Retail Sales (c)		3,893		3,531		10.2	%		10.4	%		54		48		12.5	%
Transportation and Other		5,750		6,041		(4.8	)%		6.1	%		5		8		(37.5	)%

Total Gas		9,643		9,572		0.7	%		7.8	%		59		56		5.4	%

Total Electric and Gas Revenues											$	693	$	728		(4.8	)%

Purchased Power and Fuel											$	255	$	289		(11.8	)%


							% Change
	2014		2013		Normal		From 2013			From Normal
Heating and Cooling Degree-Days
Heating Degree-Days		14		36		35		(61.1	)%		(60.0	)%
Cooling Degree-Days		911		928		934		(1.8	)%		(2.5	)%

Nine Months Ended September 30, 2014 and 2013


	Electric and Gas Deliveries										Revenue (in millions)
	2014		2013		% Change			Weather- Normal % Change			2014		2013		% Change
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential		10,200		10,134		0.7	%		1.3	%	$	1,195	$	1,197		(0.2	)%
Small Commercial & Industrial		6,098		6,111		(0.2	)%		0.2	%		319		324		(1.5	)%
Large Commercial & Industrial		11,604		11,637		(0.3	)%		—	%		169		173		(2.3	)%
Public Authorities & Electric Railroads		722		712		1.4	%		1.4	%		23		23		—	%

Total Retail		28,624		28,594		0.1	%		0.5	%		1,706		1,717		(0.6	)%

Other Revenue (b)												165		163		1.4	%

Total Electric Revenue												1,871		1,880		(0.5	)%

Gas (in mmcfs)
Retail Deliveries and Sales
Retail Sales (c)		44,487		38,888		14.4	%		2.2	%		444		386		15.1	%
Transportation and Other		20,124		20,880		(3.6	)%		(1.6	)%		28		29		(3.4	)%

Total Gas		64,611		59,768		8.1	%		0.9	%		472		415		13.7	%

Total Electric and Gas Revenues											$	2,343	$	2,295		2.1	%

Purchased Power and Fuel											$	960	$	953		0.7	%


							% Change
	2014		2013		Normal		From 2013			From Normal
Heating and Cooling Degree-Days
Heating Degree-Days		3,251		2,897		2,974		12.2	%		9.3	%
Cooling Degree-Days		1,286		1,346		1,282		(4.5	)%		0.3	%


Number of Electric Customers	2014		2013		Number of Gas Customers	2014		2013
Residential		1,429,293		1,419,837	Residential		459,678		455,809
Small Commercial & Industrial		149,172		148,843	Commercial & Industrial		42,008		41,591

Large Commercial & Industrial		3,103		3,114	Total Retail		501,686		497,400
Public Authorities & Electric Railroads		9,737		9,666	Transportation		866		909

Total		1,591,305		1,581,460	Total		502,552		498,309

(a)

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

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

(c)

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

EXELON CORPORATION

BGE Statistics

Three Months Ended September 30, 2014 and 2013


	Electric and Gas Deliveries							Revenue (in millions)
	2014		2013		% Change			2014		2013		% Change
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential		3,291		3,557		(7.5	)%	$	348	$	390		(10.8	)%
Small Commercial & Industrial		805		808		(0.4	)%		72		72		—	%
Large Commercial & Industrial		3,818		3,882		(1.6	)%		134		116		15.5	%
Public Authorities & Electric Railroads		79		78		1.3	%		8		8		—	%

Total Retail		7,993		8,325		(4.0	)%		562		586		(4.1	)%

Other Revenue (b)									69		78		(11.5	)%

Total Electric Revenue									631		664		(5.0	)%

Gas (in mmcfs)
Retail Deliveries and Sales (c)
Retail Sales		10,257		10,642		(3.6	)%		62		66		(6.1	)%
Transportation and Other (d)		304		933		(67.4	)%		4		7		(42.9	)%

Total Gas		10,561		11,575		(8.8	)%		66		73		(9.6	)%

Total Electric and Gas Revenues								$	697	$	737		(5.4	)%

Purchased Power and Fuel								$	297	$	346		(14.2	)%


							% Change
	2014		2013		Normal		From 2013			From Normal
Heating and Cooling Degree-Days
Heating Degree-Days		82		111		81		(26.1	)%		1.2	%
Cooling Degree-Days		484		567		596		(14.6	)%		(18.8	)%

Nine Months Ended September 30, 2014 and 2013


	Electric and Gas Deliveries							Revenue (in millions)
	2014		2013		% Change			2014		2013		% Change
Electric (in GWhs)
Retail Deliveries and Sales (a)
Residential		10,023		9,849		1.8	%	$	1,077	$	1,056		2.0	%
Small Commercial & Industrial		2,343		2,301		1.8	%		208		197		5.6	%
Large Commercial & Industrial		10,880		11,046		(1.5	)%		377		333		13.2	%
Public Authorities & Electric Railroads		236		239		(1.3	)%		24		23		4.3	%

Total Retail		23,482		23,435		0.2	%		1,686		1,609		4.8	%

Other Revenue (b)									207		203		2.0	%

Total Electric Revenue									1,893	$	1,812		4.5	%

Gas (in mmcfs)
Retail Deliveries and Sales (c)
Retail Sales		71,479		65,854		8.5	%		439		412		6.6	%
Transportation and Other (d)		7,508		8,128		(7.6	)%		72		47		53.2	%

Total Gas		78,987		73,982		6.8	%		511		459		11.3	%

Total Electric and Gas Revenues								$	2,404	$	2,271		5.9	%

Purchased Power and Fuel								$	1,094	$	1,059		3.3	%


							% Change
	2014		2013		Normal		From 2013			From Normal
Heating and Cooling Degree-Days
Heating Degree-Days		3,439		3,054		2,981		12.6	%		15.4	%
Cooling Degree-Days		717		830		851		(13.6	)%		(15.7	)%


Number of Electric Customers	2014		2013		Number of Gas Customers	2014		2013
Residential		1,123,644		1,119,209	Residential		610,750		612,065
Small Commercial & Industrial		112,580		112,988	Commercial & Industrial		43,963		44,028

Large Commercial & Industrial		11,707		11,634	Total Retail		654,713		656,093
Public Authorities & Electric Railroads		290		293	Transportation		—		—

Total		1,248,221		1,244,124	Total		654,713		656,093

(a)

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

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

(c)

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

(d)

Transportation and other gas revenue includes off-system revenue of 304 mmcfs ($2 million) and 933 mmcfs ($5 million) for the three months ended September 30, 2014 and 2013, respectively, and 7,508 mmcfs ($60 million) and 8,128 mmcfs ($37 million) for the nine months ended September 30, 2014 and 2013, respectively.

Exelon (EXC) 8-KExelon Announces Third Quarter 2014 Results