Anne Pramaggiore - President of ComEd and Chief Operating Officer of ComEd Frank Clark - Chairman of the Commonwealth Edison Company and Chief Executive Officer of Commonwealth Edison Company Stacie Frank - Vice President of Investor Relations Christopher Crane - President, Chief Operating Officer and President of Exelon Generation Joseph Dominguez - Senior Vice President of Communications, Federal Regulatory Affairs & Public Policy and Senior Vice President of State Governmental Affairs for Exelon Generation Kenneth Cornew - Senior Vice President and President of Power Team John Rowe - Chairman, Chief Executive Officer, Chairman of PECO, Chairman of Exelon Enterprises, Chairman of Exelon Energy Delivery and President of Exelon Generation Matthew Hilzinger - Chief Financial Officer and Senior Vice President

Michael Lapides - Goldman Sachs Group Inc. Dan Eggers - Crédit Suisse AG Paul Fremont - Jefferies & Company, Inc. Jonathan Arnold - Deutsche Bank AG Julien Dumoulin-Smith - UBS Investment Bank Hugh Wynne - Bernstein Research Steven Fleishman - BofA Merrill Lynch

Ladies and gentlemen, thank you for standing by, and welcome to the Exelon Fourth Quarter Earnings Conference Call. [Operator Instructions] I would now like to turn the conference over to Stacie Frank, Vice President of Investor Relations. You may begin your conference.

Thank you, Lynn, and good morning, everyone. Welcome to Exelon's Fourth Quarter 2010 Earnings Conference Call. Thank you for being with us today. We issued our earnings release this morning, which is available on our website at www.exeloncorp.com. The earnings release and other matters we will discuss in today's call contain forward-looking statements and estimates that are subject to various risks and uncertainties, as well as adjusted non-GAAP operating earnings. Please refer to today's 8-K and Exelon's other filings for a discussion of factors that may cause these results to differ from management's projections, forecasts and expectations and for a reconciliation of our operating to GAAP earnings. Leading the call today are John Rowe, Exelon's Chairman and Chief Executive Officer; and Matt Hilzinger, Exelon's Senior Vice President and Chief Financial Officer. They are joined by other members of Exelon's senior management team, who will be available to answer your questions. We've scheduled 60 minutes for this morning's call. I will now turn the call over to John Rowe, Exelon's CEO.

Good morning, everyone. Thank you, Stacie. Happy New Year. 2010 was another year of fine operating and financial performance for Exelon. I'll start with some of the key factors. As you know, from our earnings release, our operating earnings were $4.06 per share, handily beating our original expectations for the year and at the top end of the range we provided you last quarter. We accomplished this through a strict attention to cost control across the business. We met our target for operating O&M for 2010, despite starting the year with pension and OPEB expense that was $35 million higher than 2009 and a challenge in our budget of $100 million to offset rising costs. This was our second straight year of delivering O&M below the 2008 level of $4.5 billion. Revenues in Exelon Generation were helped by better-than-expected market conditions across the portfolio. Higher capacity prices from the scheduled reset of PJM capacity rates were expected but nonetheless helped in delivering on our commitments. At both ComEd and PECO, weather effects, particularly in the summer months increased earnings over last year by about $0.16 per share. I would point out that we saw very little load growth in either company, although, we're always a little uncertain about our weather assessments. There may be a little more than we're seeing, but it was basically very close to flat. We generated cash from operations of $5.3 billion, $1 million more than our original expectations. Our higher net income, our tax planning work and cash benefits from bonus depreciation were the primary drivers. Our cash generation in 2010 allowed us to contribute $765 million to the pension plans, including a $500 million voluntary contribution last August. Separately, we contributed $200 million to our OPEB plans. And of course, the best thing of…

Thank you, John. Happy New Year, everyone. This morning, I will discuss our fourth quarter and full year results and provide additional details for our 2011 earnings and cash forecast. My key messages for today are on Slide 6. Starting with the fourth quarter, we achieved operating earnings of $0.96 per share for the quarter, compared to $0.92 in earnings per share in the fourth quarter of 2009. Our fourth quarter results were mainly attributable to higher capacity revenues and higher nuclear volumes partially offset by unfavorable market conditions and increased nuclear fuel costs. For the year, Exelon's 2010 operating earnings were $4.06 per share. We are very pleased with our financial performance for 2010, because we were able to deliver earnings well above our original guidance range despite the slower economic recovery anticipated a year ago. Now a few thoughts on our latest hedging activity and current market conditions. As we mentioned last quarter and as you can see on Slide 8, we increased the pace of our hedging activity for 2012 during the first half of the year when prices were higher. And we have since slowed down as prices moved lower. Also, as you can see on the chart on the left, we increased the percentage of put options during the year, which comprised most of our sales above purely ratable sales plan. The use of put options provides downside price protection but allows us to capture higher prices as they rise. Chart on the right highlights that PJM West hub energy prices continued to improve with some contribution from increasing Eastern coal prices. Midwest energy and natural gas prices have remained relatively unchanged over the past quarter. Our hedging disclosures, which are in the appendix of today's presentation, now incorporate all of Exelon Wind's sales. Wind…

[Operator Instructions] And your first question comes from the line of Daniel Eggers with Crédit Suisse. Dan Eggers - Crédit Suisse AG: John, you made a reference to kind of the RPM outlook and some of the pluses and minuses that we've seen since the fall. If you were to add those altogether relative to some of the expectations that you guys shared at the EEI conference, are you more positive, less positive or indifferent to the outlook to the auction results this spring?

I'm never indifferent. That's not one of my sins. We really haven't been able to add them together in a new and interesting way. I suppose, we're a little less optimistic at the moment than we were in September, but not a lot. And we just have to see, because we know a couple parts that move negatively. But there are some things out there going positively too. Ken Cornew, would you like to add to that?

Yes, Dan, obviously the level of PJM demand forecast that they produced in January would have downward pressure on modeling of prices. Also in consideration of any kind of subsidized generation, essentially as a price taker like what's proposed in New Jersey legislation would also have downward pressure. As you know and are well aware of and have been vocal about, there are other moving parts. PJM's going to issue its planning parameters in February. FERC's going to have to rule on minimum-offer pricing and demand-response saturation. And ultimately, the big drivers, the EPA environmental standards and reduced energy margins and how they play into how coal plants bid in the next auction. So we still see upside, and we're going to be watching very carefully what happens in the next two months. Dan Eggers - Crédit Suisse AG: Ken, I guess, maybe kind of thinking about some of the forward hedging opportunities and some of the longer-term, full-requirement auctions, with the move in coal prices particularly in the West, where you guys have a lot of generation, are you seeing a forward curve that is economic for people to bid in the '12 and '13 time horizon? Or are coal prices at a point now where there seems to be a fundamental disconnect to the physical power markets?

Clearly, Dan, the margins from coal generation in the Midwest are getting squeezed down when you look at forward prices. Forward prices and heat rates have moved up more aggressively in the Mid-Atlantic than in the Midwest in the past quarter. And obviously in January, they've come back a bit as John mentioned. I still think there is upside, particularly in heat rates at NiHub. We've talked about how CATR could impact power prices. We think there might be a little bit of that in the forward market, but not much of it. We talked about how MACT standards in '14 and '15 could improve prices more significantly. Transmission congestion has been pretty significant in the last 20, 30 days. A lot of transmission work is going on in the Midwest region. We think some of that's making its way into forwards, and I think that it will turn around over time. Dan Eggers - Crédit Suisse AG: So Ken, does that mean that -- are you more reluctant to bid Midwest power forward or sell power forwards, or is the hedging bias is more in Mid-Atlantic right now, just because it's a more efficient market from your perspective and the Midwest will come later?

A little more complicated than that, Dan. But relatively speaking, if we do think there is upside, we will try to maintain that upside outside through option strategy, through what hubs we actually sell power at, and we do consider the different products on-peak and off-peak. I think there is more upside in on-peak Midwest prices. So a lot of what we've done in the past quarters has been focused on the Midwest off-peak. And we'll continue to look for ways to hedge the portfolio, while maintaining that upside. I think if you look at our hedge disclosures and our sensitivity charts, you'll see that we've done a pretty good job in that.

Your next question comes from the line of Steve Fleishman with Bank of America Merrill Lynch.

Just first, a quick technical question on the O&M increases, the 2% per year you were talking about. Is that pretty consistent at both the utilities and at Gen [Generation]?

Yes, it's close. There could be a little bit over 2% in some areas and under in other areas. But we've set the target to average 2%.

And then separate topic on the issue of New Jersey that was brought up in terms of this coming auction. John, I think you mentioned FERC precedent would not support what they're trying to do. Could you maybe elaborate a little bit on the FERC precedent on this?

Sure, but it's better that Joe Dominguez does, because I've kind of gone to the extent of my knowledge, I think it's called the minimum threshold. Joe, would you answer?

Steve, when we're mentioning precedent here we’re looking at the New York ISO case that recently came down, applying a minimum offer price rule in the New York market. There's also been activity in the Forward Capacity Market in New England. These are not to new issues to FERC. FERC has applied minimum offer price rules for these markets. We believe that both PJM suppliers and others will bring this issue to the FERC very quickly, and that will get a ruling before the next auction.

I seem to always ask of you, John, but now that we've had one of these, I guess, monster mergers, any kind of updated thoughts on your M&A strategy?

We are always looking. We look in different directions. We are absolutely value-driven. We will not change. We will not abandon our value-added strategy out of the loss of an old man, out of the envy of other people's shiny press releases, or for any other reason. But as to the recent two Duke, Progress announcements it looks to me like a very sensible merger. I commend both Jim and Bill on doing it. It's the right way to make things happen. It will make a good company. We, of course, had looked at Progress ourselves. At our current share price, the accretion dilution numbers did not meet our tests. They apparently did for Duke. We have nothing but respect for what they're attempting to do. And we expect to see more of it across the industry. But it is one more example that Exelon is always paying attention. But we do this for value only.

And your next question comes from the line of Jonathan Arnold with Deutsche Bank.

Just wondering if we could get a little more color on what you think is going on with the underlying usage trends, particularly in ComEd, which seem to be coming quite weak compared to what you have been anticipating when you entered the EEI slide, I guess, in early November?

I'm going to ask Anne Pramaggiore to answer that because she's closer to it than I am.

We did come through 2010 lower than we had originally expected. What we saw was a drop-off in the fourth quarter, really September through November. We expected a decline in that part of the year but not as dramatically as we saw. And I think our view of that, you have to break it down by class. The large C&I performed very well throughout the year. I think it overall increased at about 2.6%. And we have some sectors that were in, some of our manufacturing sectors, where we saw double digit increases. So I think overall, that sector's strong. Residential underperformed, and small C&I continues to underperform for us. I think we're seeing generally, the Chicago economy lagging what we see nationally. Our foreclosure rates are higher. Repossessions were up 20% over 2009. A personal bankruptcy is up pretty significantly over 2009. Disposable income is not up. So we're just seeing general tough economic trends in our region. And the other dynamic that we think, impacted residential here is we had the hottest July in 15 years. So we had very high bills during the summer. We saw our call center rate increased by about 23%, and that was driven predominantly by customers concerned about high bills. So we may have seen a reaction coming off that hot summer. So that's the way we're interpreting it. We're looking out to 2011 flat, which is we revised. Originally, we thought we were going to see a little pickup in 2011. But based on this trend with the economy in the Chicago region, we're looking to a flat 2011.

Can I just ask on one other topic on we've seen you go from a hedging position that was well above your ratable plan range to something a little bit closer to that range over the last several quarters and your slides make a comment about willing to recognize future upside, et cetera. Should we consider that where you see the curves today, you're going to continue to hedge slower than plan and allow that trend to continue? Or are we, do we go ratable from here? What's your current strategy?

Well, mostly ratable. But let Ken answer that in detail.

John is right. We're going to continue our ratable hedging program. As we've said before, we are going to focus on maintaining upside through our product strategies, focusing on the retail market, looking at and watching very carefully, what congestion looks like in the forwards versus what we believe. But we're going to remain disciplined, and you should expect us to follow close to our ratable plan.

Your next question comes from the line of Paul Fremont with Jefferies. Paul Fremont - Jefferies & Company, Inc.: First question that I have is if we go back about a year in time, you had been originally projecting 5% type increases in O&M, particularly at Exelon Generation. What accounts for the improvement to what is now a much more favorable level? And does the pension contribution play a significant part in the growth revision?

This is Chris. So the pension has a positive effect overall. You have to, first of all, go back to what we did a couple of years ago. In 2009, we've made a reduction of over 500 headcount in the corporate office. We continue to work on cost-containment methodologies. We had some catch-up in certain areas on some infrastructure spend. But I think overall, this year's increase over last, as Matt said, is driven by a couple of things. More refueling, a couple more refueling outages, the wind expense and others. But we feel fairly comfortable with what we've done in our contracting space and our services space, and what we will be doing in our labor negotiations to maintain that 2% going forward.

In other words, we keep trying. Paul Fremont - Jefferies & Company, Inc.: The amended rate request at Commonwealth Edison, is that primarily to affect the full year expected impact of the September court ruling?

Significantly, but let Anne answer it in detail.

I think we've also had an adjustment in there based on the bonus depreciation. I think that's the big driver of that adjustment. Paul Fremont - Jefferies & Company, Inc.: You had an $18 million number in there as expected for the fourth quarter. So should the annualize effect be roughly just 4x that, or $72 million?

What you see in the adjustment is predominantly the bonus depreciation adjustment. That's mainly what drove it. What's not in there yet is the Appellate Court ruling. That's still sitting to the, I think, 326 now. So that still includes the roughly $80 million from the Appellate Court ruling on depreciation. Paul Fremont - Jefferies & Company, Inc.: So its annual impact is $80 million.

Yes, and you'll see the staff position takes that out. Paul Fremont - Jefferies & Company, Inc.: Got it. If I look at market heat rates, it looks like there's significantly more improvement in market heat rates in the Mid-Atlantic versus the Midwest from I guess, third quarter disclosures versus fourth quarter disclosures. I would have expected because coal sets the price more of the time in the further West you go, that you would see the opposite trends. So what would you -- how do you account for the sort of the relative underperformance of the region that seems to be more coal-intensive than the East?

Well, I think the answer is you want to get to gas, because it's where you are in the knee on the curve. But Ken Cornew is the expert on these.

The Mid-Atlantic increases in heat rates in the fourth quarter largely driven by what spot prices were dealing, driven by coal prices picking up, also driven by gas basis increases in the East. So really the driver of the Mid-Atlantic increase was a combination of coal price pressure and gas basis pressure. We didn't see that. We saw pretty flat coal prices in the Midwest in Powder River Basin coal. So we didn't see as much of an uptick in heat rates in the Midwest because of that. Paul Fremont - Jefferies & Company, Inc.: If I look at sort of the effect of the hedges coupled with your gross margin numbers, it looks like ExGen would be up a little bit in '13 relative to '12. Is there anything that we should think about in terms of the utilities, whereby I would guess they should be at least as strong in '13 as '12? Or is there something there that I'm missing?

I think that you're probably right about PECO. ComEd has got to get through this existing rate case and either get a more attractive rate regime than other Illinois utilities have experienced or cut a change understanding with the legislature. Or else it will have to take more drastic cost-cutting measurements including things we really wouldn't like to do. Frank, would you like to pick up the answer to that? This is Frank Clark.

Well, that's comprehensive, John. We won't really know until we get at least a preliminary order from the hearing examiner with respect to the current rate case probably by the end of the first quarter. I'm optimistic that 2012 and '13 will be solid years for ComEd. I'm very optimistic that we'll either get good regulatory outcomes or efficiency in cost containment to offset it.

Your next question comes from the line of Hugh Wynne with Sanford Bernstein.

I was hoping you might elaborate a little bit in your comments on the EPA and their forthcoming 316 b regulations regarding cooling-water intake. I guess, I'm interested in your views as to what considerations the EPA might take into account in determining which power plants are having a material ecological impact on the bodies of water they use for cooling water, how they might differentiate among plants on this basis, and what their developing thinking might imply for your fleet? Which plants might be most at risk?

I'm going to start and then turn it over to Joe Dominguez, Hugh. I think it is a mix of analysis over many years plus community activism. I'll give you two examples of that. Dominion has quick-cooling towers in the Brayton Point Station in New England, a power plant I watch when I fly to see my mother-in-law, because -- and of course, used to run, and so I pay attention to it. And there, there were long years of studies on what was happening to the Winter Flounder population and what I think is called Mount Hope Bay. And it was sort of the accumulation of those studies over many years that I think motivated both EPA and Dominion and the ultimate settlement. It was also the value of the plant. There were a couple plants there that could support it. Arguably, you would say the same about Oyster Creek. I mean we thought it should run for another 20 years without the towers. But there were a lot of people who had studies of different weight in New Jersey saying there was localized impact in Barnegat Ba0079. And so you had a lot of political pressure surrounding it. So I think what goes on is a mix of science and community pressure, and that affects both state regulation and EPA. But Joe, can you be more wise.

I don't think so, John. I could use different words but say basically the same thing. I think what we might see, Hugh, is some recognition of sensitive order bodies are going to be treated differently than the great lakes and rivers. So I think EPA's going to pay a special attention test to where as John just indicated. You may see a change in the design intake criteria threshold but all of it's going to boil back down to some sort of cost-benefit analysis, we think, on the environmental impact versus the cost of the towers, and EPA is going to I think very carefully look at the fish studies and the other biological impacts in making determinations. The thing that we felt was very good Commissioner on Jackson's December 16 letter was she clearly ruled out one-size-fits-all, which would have been problematic for Exelon. But it would have been very problematic for just about everybody in the industry.

I'd like to add one thing, Hugh. I'm scampering out on a limb now, and all my lawyers will be frightened; I like them that way. But EPA technically does not mix its air and water decisions together. Their different statutes administered by different arms of the agency. But there is an overriding economic issue here, which is EPA and the administration are not going to enforce their regulations in a way that makes 2/3 or 3/4 of the power plants in the country uneconomic. And the real issue I think on water is to get at those that are in the most environmentally sensitive area, and on air, to shut down the oldest, dirtiest and least economic. A very strong case can be made and we have helped hire consultants to do it, then you can replace 20% to 30% of the coal fleet and mostly, it can be picked up easily by existing or new gas fired capacity. But I don't think -- once those numbers get up in the 30%, 35% range, the economic costs become much more challenging. And you put too many things together you start fueling the Tea Party objections to everything EPA is doing. And so I think you see some rough practical balance emerge. And I still think that balance will be good for us.

If I could, a follow-up question to that. If you've said that you think the EPA will pay special attention to estuaries over rivers and lakes, I guess, I haven't spent enough time underwater perhaps, but what is the difference between estuaries and rivers and lakes in terms of the impact of these cooling water intakes have?

It's fish concentration, basically, and spawning grounds for fish. So estuaries traditionally have been very rich habitats for fish spawning. So you have an impact on fish larva that you don't necessarily see in the great lakes or you don't necessarily see in freshwater rivers.

I was going to say we believe, like swamps, that I think Joe's answer was much better.

Your next question comes from the line of Michael Lapides with Goldman Sachs.

Can you give a little bit of an update on the Exelon transmission? And can we go and know a little bit of granularity just in terms of size, scale and time line for specific projects if you know them at this stage? Or at least for kind of when you'll make major significant filings for projects at either PJM or elsewhere?

I’ll do my best and then Chris will fill you in a little more. But we started off with Exelon transmission looking around the whole country to see if we could find and develop a number of big for profit projects. What we found was that the local utilities either want the big projects themselves or don't have much interest in somebody like us coming in and building them. And the odds of getting a lot of them done didn't seem too good. So we sort of narrowed the goals of Exelon transmission. I think its real value add is probably more localized, but we do have one big project, which is the so-called RITE line that we're exploring with AEP, which would be a very big project to carry power east. With that, let Chris flesh it out.

Yes, that's the biggest project on the tables the RITE line that we announced and we gave a little bit more color and EEI on and we continue to work on the agreements between the co-owners and the design cap, it’s a couple years out for a large investment. The most significant thing that we've done with the organization, above and beyond that, is building the analytic tools inside the organization to do a larger system planning awareness of the whole PJM footprint. So we'll continue to work in partnerships with other utilities as opportunities come up.

A while back, you guys had talked about some of the transmission work in and around the Chicago area, just kind of a planning, I think, in case certain coal plants are not operating down the road. Can you just give us an update on where that stands and what the impact of those projects likely would be?

I'll ask Frank or Anne to fill in, but let me say that ComEd took a look at those projects, realized that there was a significant probability that some of these plants would go down and put those transmission projects into its plans. Anne, do you want to be more definitive?

We have a project ongoing. Right now, we received our certificate from the Commission. And we're looking to have that major project, building a new substation and some new conductor heading south of the service territory, south of the city, I should say, through our service territory, and that we're targeting completion towards the end of this year.

And your next question comes from the line of Julien Dumoulin with UBS.

I wanted to ask you with regard to the Illinois legislation that you guys proposed a few weeks ago. Just one, with regard to the time line there and the expectations for this year and then secondly, with regards to how that meshes with the Appellate Court case?

Only God and Frank Clark are able to make estimates as to the time line of the Illinois legislation.

General assembly results should be out of session they should adjourn by the end of May that often gets delayed a bit. But it's very likely, by the end of May, we'll know whether our interest in legislation for a formal rate will be received or not. In the meantime, we still have our rate case going forward, and the timing of that is very similar to the end of May. And we will see. It's impossible to make a prediction how we got a strong rate case and the regulatory results in Illinois have been less than we would have hoped for in the past looking at some of the utilities outcomes. I don't want to be overly optimistic, we’ve enjoyed strong results in the general assembly, so we’ve also have received something less than that. So my best expectation right now is that we are working very closely with the leadership in the general assembly, Anne and John have done an extraordinary job visiting all of the leaders, and all of the decision makers, they know exactly what we're trying to do. And if they embrace it we’ll get a good outcome. If they don't, we won't. There's no money being offered to offset anything. It's very straightforward, it's all about economic development. It's directly related to independence for the State of Illinois and job creation. And I think at least received with warm reception. We'll see what happens when it begins to move in the House and in the Senate.

Operator, I'm going to turn the call over now to John for just a few final remarks, please.

Our real news today is simply that we beat our earnings forecast again, as we have done quarter by quarter through 2010. And we expect to perform equally well in 2011. The important things to remember about Exelon are simple. We continue to have the best upside in the industry by far. How much is in '14, how much is in '15, how much is in '16, your guess is probably as good as ours. But nobody else has the same upside. And the fully regulated with the high market to book ratios will have real challenges keeping that. While you're waiting for that upside, we give you a 5% dividend. It got even safer with the bonus depreciation. We're continuing to add capability through our power uprates. And as we've shown you by beating our own O&M forecast, we continue to have capability to find new ways to save money. We can't manage 2013 and 2014 till we get to them. We won't have any miracles. But what we do have is the ability to constantly hunt both on the revenue side and in the cost side for new opportunities, $1 million at a time or $0.01 a share at a time. Whatever we can find, we continue to hunt. We continue to deliver. I have a wonderful management team around me that shares that junk-yard dog attitude towards money. And that's true when we look at acquisitions. It is also true when we look day-to-day. We'll run our models. You run your models. We will beat our models.

Thank you. That concludes our call today. We appreciate you joining us.

This concludes today's conference call. You may disconnect your lines at this time.