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Exelon Announces Fourth Quarter 2014 Results, Provides 2015 Earnings Expectation

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Exelon Corporation (NYSE:EXC) announced fourth quarter 2014 consolidated earnings as follows:

Full Year

Fourth Quarter

2014

2013

2014

2013

Adjusted (non-GAAP) Operating Results:
Net Income ($ millions) $2,068 $2,149 $421 $427
Diluted Earnings per Share $2.39 $2.50 $0.48 $0.50
GAAP Results:
Net Income ($ millions) $1,623 $1,719 $18 $495
Diluted Earnings per Share $1.88 $2.00 $0.02 $0.58

“Exelon had a strong year, both operationally and financially. We delivered earnings within our guidance range, and our generation fleet and utilities continued to perform at high levels,” said Exelon President and CEO Christopher M. Crane. “We made several investments to grow the company, including the proposed merger with Pepco Holdings, Inc. and the acquisition of Integrys Energy Services, and we continue to strengthen our balance sheet for long-term growth.”

Fourth Quarter Operating Results

As shown in the table above, Exelon’s adjusted (non-GAAP) operating earnings decreased to $0.48 per share in the fourth quarter of 2014 from $0.50 per share in the fourth quarter of 2013. Earnings in the fourth quarter of 2014 primarily reflected the following negative factors:

  • Unfavorable earnings associated with the December 2014 extension of bonus income tax depreciation impact on Generation’s domestic production activities deduction and ComEd’s distribution and transmission formula earnings, and
  • Unfavorable weather conditions at ComEd and PECO.

These factors were substantially offset by:

  • Higher revenue net of purchased power and fuel at Generation as a result of the cancellation of the Department of Energy spent nuclear fuel disposal fees and the inclusion of Integrys beginning Nov. 1, 2014, and
  • Cost savings from plan design changes for certain Other Post-Employment Benefits (OPEB) plans.

Adjusted (non-GAAP) Operating Earnings for the fourth 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

$421

$0.48

Mark-to-Market Impact of Economic Hedging Activities

(70)

(0.08)
Unrealized Gains Related to Nuclear Decommissioning Trust (NDT) Fund Investments 24 0.03
Plant Retirements and Divestitures 48 0.06
Merger and Integration Costs (80) (0.09)
Reassessment of State Deferred Income Taxes 27 0.03
Amortization of Commodity Contract Intangibles (22) (0.03)
Long-Lived Asset Impairments (337) (0.39)
Bargain-Purchase Gain on Integrys Acquisition 28 0.03
Tax Settlements 5 0.01
CENG Non-Controlling Interest (26) (0.03)

Exelon GAAP Net Income

$18

$0.02

Adjusted (non-GAAP) Operating Earnings for the fourth 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

$427

$0.50

Mark-to-Market Impact of Economic Hedging Activities 143 0.16
Unrealized Gains Related to NDT Fund Investments 40 0.05
Plant Retirements and Divestitures 1
Merger and Integration Costs (21) (0.02)
Reassessment of State Deferred Income Taxes (4)
Amortization of Commodity Contract Intangibles (75) (0.09)
Asset Retirement Obligation (1)
Midwest Generation Bankruptcy Charges (16) (0.02)
Long-Lived Asset Impairments 1

Exelon GAAP Net Income

$495

$0.58

2015 Earnings Outlook

Exelon introduced a guidance range for 2015 adjusted (non-GAAP) operating earnings of $2.25 to $2.55 per share. Operating earnings guidance is based on the assumption of normal weather, which is determined based on historical average heating and cooling degree days for a 30-year period in the respective utilities’ service territories.

The outlook for 2015 adjusted (non-GAAP) operating earnings for Exelon and its subsidiaries excludes the following items:

  • Mark-to-market adjustments from economic hedging activities;
  • Unrealized gains and losses from NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements;
  • Certain costs incurred related to the PHI acquisition;
  • Non-cash amortization of intangible assets, net, related to commodity contracts recorded at fair value at merger dates;
  • Other unusual items; and
  • One-time impacts of adopting new accounting standards.

Fourth Quarter and Recent Highlights

  • Pepco Holdings, Inc. Merger: On Nov. 20, 2014, the Federal Energy Regulatory Commission (FERC) approved the proposed merger of Exelon and PHI. In addition, on Nov. 21, 2014, Exelon and PHI each certified that it had substantially complied with the Department of Justice request under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). Accordingly, the HSR Act waiting period expired on Dec. 22, 2014, and the HSR Act no longer precludes completion of the merger. Although the DOJ allowed the HSR Act waiting period to expire without taking any action with respect to the merger, the DOJ has not advised Exelon or PHI that it has concluded its investigation. On Feb. 11, 2015, the New Jersey Board of Public Utilities (NJBPU) approved the proposed merger of Exelon and PHI. As part of the approval, the NJBPU also approved a settlement agreement, which was previously signed and filed by Exelon, PHI, Atlantic City Electric (ACE), NJBPU staff and the Independent Energy Producers of New Jersey. The merger continues to be conditioned upon approval by the Public Service Commissions of the District of Columbia, Delaware and Maryland. Exelon and PHI continue to expect the merger to be complete in the second or third quarter of 2015.
  • Asset Divestitures: Exelon closed the following generating asset sales during the quarter: Fore River (CCGT) in Massachusetts, West Valley (CT) in Utah, and Exelon’s ownership interests in Keystone and Conemaugh coal plants in Pennsylvania. The transactions resulted in cumulative pre-tax gains of approximately $83 million. Subsequent to year end, Exelon also closed the sale of Quail Run (CCGT) in Texas. To date, generating asset divestitures have yielded $1.8 billion of pre-tax cash proceeds ($1.4 billion after-tax), which are expected to be used primarily to finance a portion of the acquisition of PHI and for other corporate purposes.
  • Constellation: On Nov. 1, 2014, Exelon Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc. through the purchase of all of the stock of its wholly-owned subsidiary, Integrys Energy Services, Inc. (Integrys) for a purchase price of $332 million. The generation and solar asset businesses of Integrys are excluded from the transaction. Generation recognized a $28 million after-tax bargain-purchase gain.
  • 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 44,533 gigawatt-hours (GWh), of which 8,890 GWh were produced by CENG, in the fourth quarter of 2014, compared with 35,329 GWh in the fourth quarter of 2013. Excluding Salem, the Exelon-operated nuclear plants at ownership achieved a 94.8 percent capacity factor for the fourth quarter of 2014, compared with 92.3 percent for the fourth quarter of 2013. The number of planned refueling outage days totaled 97 in the fourth quarter of 2014, compared with 94 in the fourth quarter of 2013. There were eight non-refueling outage days in the fourth quarter of 2014, compared with 33 days in the fourth quarter of 2013.
  • Fossil and Renewable Operations: The dispatch match rate for Generation’s gas/hydro fleet was 99.1 percent in the fourth quarter of 2014, compared with 99.3 percent in the fourth quarter of 2013. Energy capture for the wind/solar fleet was 96.4 percent in the fourth quarter of 2014, compared with 94.5 percent in the fourth quarter of 2013. The increase in energy capture for the fourth quarter of 2014 was due to the implementation of reliability programs that resulted in increased turbine availability.
  • ComEd Distribution Formula Rate Case: On Dec. 11, 2014, the Illinois Commerce Commission (ICC) issued an order approving ComEd’s 2014 annual distribution formula rate update case. The order established the net revenue requirement used to set the rates that took effect in January 2015, with an increase to ComEd’s annual delivery services revenue requirement of approximately $232 million. The electric distribution rate increase was set using an allowed return on capital of 7.06 percent (inclusive of an allowed return on common equity of 9.25 percent).
  • BGE Gas and Electric Distribution Rate Case: On Dec. 4, 2014, the Public Utility Law Judge issued a proposed order approving a settlement agreement reached with all parties to BGE’s 2014 distribution rate case without modification, which became a final order on Dec. 12, 2014. The final order, effective for services rendered on or after Dec. 15, 2014, established an increase of $22 million in electric base rates and an increase of $38 million in gas base rates.
  • Financing Activities:
    • On Nov. 10, 2014, ComEd issued $250 million aggregate principal amount of its First Mortgage 3.10 percent Bonds, Series 117, due Nov. 1, 2024.
    • On Jan. 13, 2015, Generation issued $750 million in aggregate principal amount of senior notes. The senior notes carry an annual interest rate of 2.950 percent, payable semi-annually, commencing July 15, 2015, and due Jan. 15, 2020. The proceeds of the senior notes will be used to redeem Exelon Corporation’s $550 million, 4.550 percent senior notes due June 15, 2015, on Feb. 17, 2015, and for 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. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted for capacity based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. The proportion of expected generation hedged as of Dec. 31, 2014, was 93 percent to 96 percent for 2015, 61 percent to 64 percent for 2016, and 31 percent to 34 percent for 2017, which reflects the divestiture impact of Quail Run. 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 and natural gas exploration and production activities.

Generation’s fourth quarter 2014 GAAP net loss was $91 million, compared with net income of $269 million in the fourth quarter of 2013. Adjusted (non-GAAP) operating earnings for the fourth 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) 4Q14 4Q13

Generation Adjusted (non-GAAP) Operating Earnings

$231

$183

Mark-to-Market Impact of Economic Hedging Activities (71) 143
Unrealized Gains Related to NDT Fund Investments 24 40
Plant Retirements and Divestitures 48 1
Merger and Integration Costs (9) (19)
Reassessment of State Deferred Income Taxes 39 12
Amortization of Commodity Contract Intangibles (22) (75)
Long-Lived Asset Impairments (338) 1
Asset Retirement Obligation (1)
Bargain-Purchase Gain on Integrys Acquisition 28
Tax Settlements 5
CENG Non-Controlling Interest (26)
Midwest Generation Bankruptcy Charges (16)

Generation GAAP Net (Loss) Income

$(91)

$269

Generation’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2014 increased $48 million compared with the same quarter in 2013. This increase primarily reflected higher revenue net of purchase power and fuel at Generation as a result of the cancellation of the Department of Energy spent nuclear fuel disposal fees and the inclusions of Integrys beginning Nov. 1, 2014. These items were partially offset by the impact of the December 2014 extension of bonus income tax depreciation on Generation’s domestic production activities deduction.

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

ComEd’s fourth quarter 2014 GAAP net income was $73 million, compared with net income of $109 million in the fourth quarter of 2013. Adjusted (non-GAAP) Operating Earnings for the fourth 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) 4Q14 4Q13

ComEd Adjusted (non-GAAP) Operating Earnings

$75

$109

Merger and Integration Costs (2)

ComEd GAAP Net Income

$73

$109

ComEd’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2014 were down $34 million from the same quarter in 2013, primarily due to the impacts of the December 2014 extension of bonus income tax depreciation on distribution and transmission formula earnings and unfavorable weather conditions and volume in ComEd’s service territory.

For the fourth quarter of 2014, heating degree-days in the ComEd service territory were down 5.6 percent relative to the same period in 2013 and were 2.4 percent above normal. Meanwhile, cooling degree days were down 88.0 percent relative to the same period in 2013 and were 72.7 percent below normal. However, cooling degree days typically have a minimal impact to ComEd during the winter months. Total retail electric deliveries decreased 2.7 percent in the fourth quarter of 2014 compared with the same period in 2013.

Weather-normalized retail electric deliveries were down 1.2 percent in the fourth 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 fourth quarter 2014 GAAP net income was $98 million, compared with $102 million in the fourth quarter of 2013. Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2014 and 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) 4Q14 4Q13

PECO Adjusted (non-GAAP) Operating Earnings

$99

$103

Merger and Integration Costs (1) (1)

PECO GAAP Net Income

$98

$102

PECO’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2014 decreased $4 million from the same quarter in 2013, primarily due to unfavorable weather conditions in PECO’s service territory during 2014.

For the fourth quarter of 2014, heating degree-days in the PECO service territory were down 5.0 percent relative to the same period in 2013 and were 8.0 percent below normal. Cooling degree-days were down 61.5 percent from prior year, but were 31.6 percent above normal. Total retail electric deliveries were down 3.1 percent compared with the fourth quarter of 2013. Natural gas deliveries (including both retail and transportation segments) were down 2.3 percent compared with the fourth quarter of 2013.

Weather-normalized retail electric deliveries and gas deliveries decreased 1.0 percent and increased 1.9 percent in the fourth quarter of 2014 relative to 2013, respectively. The negative growth in electric sales is primarily driven by the impact of energy efficiency programs. The positive growth in gas sales is driven largely by the favorable impact of customers converting usage from oil and propane to natural gas.

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

BGE’s fourth quarter 2014 GAAP net income was $52 million, compared with $47 million in the fourth quarter of 2013. Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2014 and 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) 4Q14 4Q13

BGE Adjusted (non-GAAP) Operating Earnings

$53

$48

Merger and Integration Costs (1) (1)

BGE GAAP Net Income

$52

$47

BGE’s Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2014 increased $5 million from the same quarter in 2013, primarily due to increased revenue as a result of the December 2013 and 2014 electric and gas distribution rate orders issued by the Maryland Public Service Commission, offset by higher operating and maintenance expense. Due to revenue decoupling, BGE is not affected by actual weather with the exception of major storms.

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 February 13, 2015.

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 2014 Annual Report on Form 10-K (to be filed on February 13, 2015) 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 and (2) 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 2014 revenues of approximately $27.4 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 approximately 32,500 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 more than 2.5 million residential, public sector and business customers, including more than two-thirds of the Fortune 100. 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.

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

(unaudited)

(in millions, except per share data)

Three Months Ended December 31, 2014 Three Months Ended December 31, 2013
Adjusted Adjusted
GAAP (a) Adjustments Non-GAAP GAAP (a) Adjustments Non-GAAP
Operating revenues $ 7,255 $ (311 ) (b),(c) $ 6,944 $ 6,175 $ 79 (b),(c) $ 6,254
Operating expenses
Purchased power and fuel 3,603 (471 ) (b),(c) 3,132 2,593 208 (b),(c) 2,801
Operating and maintenance 2,563 (557 ) (d),(e),(f) 2,006 1,879 (47 ) (d),(e),(f), (l),(m) 1,832
Depreciation and amortization 582 582 547 (2 ) (f) 545
Taxes other than income 267 267 270 270
Total operating expenses 7,015 (1,028 ) 5,987 5,289 159 5,448
Equity in losses of unconsolidated affiliates 3 30 (c),(d) 33
Gain (loss) on sales of assets 80 (83 ) (f) (3 )
Gain on acquisition of businesses 28 (28 ) (g)
Operating income 348 606 954 889 (50 ) 839
Other income and (deductions)
Interest expense (343 ) 102 (d) (241 ) (246 ) (246 )
Other, net 110 (41 ) (h),(i) 69 162 (118 ) (i) 44
Total other income and (deductions) (233 ) 61 (172 ) (84 ) (118 ) (202 )
Income before income taxes 115 667 782 805 (168 ) 637
Income taxes 20 291 (b),(c),(d), (e),(f),(h), (i),(j) 311 311 (104 ) (b),(c),(d), (e),(f),(i), (j),(l),(m) 207
Net income 95 376 471 494 (64 ) 430
Net income attributable to noncontrolling interests and preference stock dividends 77 (27 ) (k) 50 (1 ) 4 (k) 3
Net income attributable to common shareholders $ 18 $ 403 $ 421 $ 495 $ (68 ) $ 427
Effective tax rate 17.4 % 39.8 % 38.6 % 32.5 %
Earnings per average common share
Basic $ 0.02 $ 0.47 $ 0.49 $ 0.58 $ (0.08 ) $ 0.50
Diluted $ 0.02 $ 0.46 $ 0.48 $ 0.58 $ (0.08 ) $ 0.50
Average common shares outstanding
Basic 861 861 857 857
Diluted 868 868 861 861
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Mark-to-market impact of economic hedging activities (b) $ 0.08 $ (0.16 )
Amortization of commodity contract intangibles (c) 0.03 0.09
Merger and integration costs (d) 0.09 0.02
Long-lived asset impairment (e) 0.39
Plant retirements and divestitures (f) (0.06 )
Bargain-purchase gain (g) (0.03 )
Tax settlements (h) (0.01 )
Unrealized gains related to NDT fund investments (i) (0.03 ) (0.05 )
Reassessment of state deferred income taxes (j) (0.03 )
Non-controlling interest (k) 0.03
Asset retirement obligation (l)
Midwest Generation bankruptcy charges (m)

0.02
Total adjustments $ 0.46 $ (0.08 )

Note: On April 1, 2014, Generation assumed operational control of Constellation Energy Nuclear Group’s (“CENG”) nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014.

(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 2012 Constellation merger date and the 2014 CENG integration date.
(d) Adjustment to exclude certain costs associated with mergers and acquisitions, including professional fees, employee-related expenses, integration activities, upfront credit facilities, merger commitments, and certain pre-acquisition contingencies, if and when applicable, related to the Constellation merger in 2013 and the Constellation merger, CENG integration, acquisition of Integrys Energy Services, Inc. (“Integrys”) and pending Pepco Holdings Inc. (“PHI”) acquisition in 2014.
(e) Adjustment to exclude a 2014 charge to earnings primarily related to the impairment of assets held for sale and certain upstream assets.
(f) Adjustment to exclude the impacts associated with the sales of Generation’s ownership interests in Fore River and West Valley Generating Stations in 2014, and sale or retirement of generating stations in 2013.
(g) Adjustment to exclude difference between the fair value of assets and liabilities acquired and the purchase price of the Integrys acquisition.
(h) Adjustment to reflect a benefit related to favorable settlements in 2014 of certain income tax positions on Constellation’s pre-acquisition 2009-2012 tax returns.
(i) 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.
(j) Adjustment to exclude the non-cash impact of the reassessment of state deferred income taxes, primarily as a result of changes in forecasted apportionment.
(k) Adjustments to account for the CENG interest not owned by Generation, where applicable.
(l) Adjustment to exclude the 2014 increase in Generation’s asset retirement obligation, primarily for asbestos at retired fossil power plants.
(m) Adjustment to reflect estimated liabilities pursuant to the Midwest Generation bankruptcy.

EXELON CORPORATION

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

(unaudited)

(in millions, except per share data)

Twelve Months Ended December 31, 2014 Twelve Months Ended December 31, 2013
Adjusted Adjusted
GAAP (a) Adjustments Non-GAAP GAAP (a) Adjustments Non-GAAP
Operating revenues $ 27,429 $ 460 (b),(c),(d) $ 27,889 $ 24,888 $ 541 (b),(c) $ 25,429
Operating expenses
Purchased power and fuel 13,003 (251 ) (b),(c) 12,752 10,724 563 (b),(c) 11,287
Operating and maintenance 8,568 (809 ) (d),(e),(f),(g) 7,759 7,270 (312 ) (d),(e),(f), (g),(n) 6,958
Depreciation and amortization 2,314 2,314 2,153 (5 ) (d),(g) 2,148
Taxes other than income 1,154 1,154 1,095 1,095
Total operating expenses 25,039 (1,060 ) 23,979 21,242 246 21,488
Equity in earnings (loss) of unconsolidated affiliates (20 ) 12 (b),(c) (8 ) 10 92 (c),(d) 102
Gain on sales of assets 437 (411 ) (g) 26 13 (9 ) (g) 4
Gain on consolidation and acquisition of

businesses

289 (289 ) (h),(i)
Operating income 3,096 832 3,928 3,669 378 4,047
Other income and (deductions)
Interest expense (1,065 ) 134 (b),(d) (931 ) (1,356 ) 370 (d),(e),(o), (p) (986 )
Other, net 455 (193 ) (j),(k) 262 460 (226 ) (d),(j),(o) 234
Total other income and (deductions) (610 ) (59 ) (669 ) (896 ) 144 (752 )
Income before income taxes 2,486 773 3,259 2,773 522 3,295
Income taxes 666 391 (b),(c),(d), (e),(f),(g), (h),(j),(k),(l) 1,057 1,044 88 (b),(c),(d), (e),(f),(g), (j),(l),(n), (o),(p) 1,132
Net income 1,820 382 2,202 1,729 434 2,163
Net income attributable to noncontrolling interests, preferred security dividends and redemption and preference stock dividends 197 (63 ) (m) 134 10 4 (m) 14
Net income attributable to common shareholders $ 1,623 $ 445 $ 2,068 $ 1,719 $ 430 $ 2,149
Effective tax rate 26.8 % 32.4 % 37.6 % 34.4 %
Earnings per average common share
Basic $ 1.89 $ 0.51 $ 2.40 $ 2.01 $ 0.50 $ 2.51
Diluted $ 1.88 $ 0.51 $ 2.39 $ 2.00 $ 0.50 $ 2.50
Average common shares outstanding
Basic 860 860 856 856
Diluted 864 864 860 860
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Mark-to-market impact of economic hedging activities (b) 0.42 (0.35 )
Amortization of commodity contract intangibles (c) 0.07 0.41
Merger and integration costs (d) 0.21 0.08
Long-lived asset impairment (e) 0.50 0.14
Asset retirement obligation (f) (0.02 ) 0.01
Plant retirements and divestitures (g) (0.28 ) (0.02 )
Gain on CENG integration (h) (0.18 )
Bargain-purchase gain (i) (0.03 )
Unrealized gains related to NDT fund investments (j) (0.10 ) (0.09 )
Tax settlement (k) (0.12 )
Reassessment of state deferred income taxes (l) (0.03 )
Non-controlling interest (m) 0.07
Midwest Generation bankruptcy charges (n) 0.02
Amortization of the fair value of certain debt (o) (0.01 )
Remeasurement of like-kind exchange tax position (p) 0.31
Total adjustments $ 0.51 $ 0.50

Note: On April 1, 2014, Generation assumed operational control of Constellation Energy Nuclear Group’s (“CENG”) nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis from April 1, 2014 through December 31, 2014

(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 2012 Constellation merger date and the 2014 CENG integration date.
(d) Adjustment to exclude certain costs associated with mergers and acquisitions, including professional fees, employee-related expenses, integration activities, upfront credit facilities, merger commitments, and certain pre-acquisition contingencies, if and when applicable to the Constellation merger in 2013 and the Constellation merger, CENG integration, acquisition of Integrys and pending PHI acquisition in 2014.
(e) Adjustment to exclude a 2014 charge to earnings primarily related to the impairment of wind generating assets, generating assets held for sale, and certain upstream assets, 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 asbestos at retired fossil power plants.
(g) Adjustment to exclude the impacts associated with the sales of Generation’s ownership interests in Safe Harbor Water Power Corporation and the Fore River and West Valley generating stations in 2014, and the sale or retirement of generating stations in 2013.
(h) 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.
(i) Adjustment to exclude difference between the fair value of assets and liabilities acquired and the purchase price of the Integrys acquisition.
(j) 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.
(k) Adjustment to reflect a benefit related to favorable settlements in 2014 of certain income tax positions on Constellation’s pre-acquisition 2009-2012 tax returns.
(l) Adjustment to exclude the non-cash impact of the reassessment of state deferred income taxes, primarily as a result of changes in forecasted apportionment.
(m) Adjustment to account for the CENG interest not owned by Generation, where applicable.
(n) Adjustment to reflect estimated liabilities pursuant to the Midwest Generation bankruptcy.
(o) 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.
(p) 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.

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