Exelon Corporation Public Service Enterprise Group. Edison Electric Institute Financial Conference Hollywood, Florida November 6-9, 2005

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Transcription:

Exelon Corporation Public Service Enterprise Group Edison Electric Institute Financial Conference Hollywood, Florida November 6-9, 2005 0

Forward-Looking Statements This presentation includes 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 of Exelon Corporation (Exelon), Commonwealth Edison Company, PECO Energy Company, and Exelon Generation Company LLC (collectively, the Exelon Companies) to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) the Exelon Companies' 2004 Annual Report on Form 10-K in (a) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Business Outlook and the Challenges in Managing the Business for each of Exelon, ComEd, PECO and Generation and (b) ITEM 8. Financial Statements and Supplementary Data: Exelon-Note 20, ComEd- Note 15, PECO-Note 14 and Generation-Note 16 and (2) Exelon s Current Report on Form 8-K filed on May 13, 2005 in (a) Exhibit 99.2 Management s Discussion and Analysis of Financial Condition and Results of Operations - Exelon - Business Outlook and the Challenges in Managing the Business and (b) Exhibit 99.3 Financial Statements and Supplementary Data - Exelon Corporation and (3) other factors discussed in filings with the Securities and Exchange Commission (SEC) by the Exelon Companies. The factors that could cause actual results of Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company, PSEG Power LLC, and PSEG Energy Holdings L.L.C. (collectively, the PSEG Companies) to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) the PSEG Companies' Quarterly Report on Form 10-Q for the period ended September 30, 2005, in (a) Forward Looking Statements and (b) ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and (2) other factors discussed in filings with the SEC by the PSEG Companies. A discussion of risks associated with the proposed merger of Exelon and PSEG is included in the joint proxy statement/prospectus that Exelon filed with the SEC pursuant to Rule 424(b)(3) on June 3, 2005 (Registration No. 333-122704). Readers are cautioned not to place undue reliance on these forwardlooking statements, which apply only as of the date of this presentation. None of the Exelon Companies or the PSEG Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this presentation. 1

Agenda PSEG Overview 2005 Performance 2006 Outlook & Environment Merger Update Tom O Flynn Executive VP and CFO Public Service Enterprise Group Exelon Overview 2005 Performance 2006 Outlook & Environment Illinois Update John Young Executive VP, Finance and Markets Exelon Corporation 2

PSEG Overview - 2005 Operating Earnings(1): $770M - $810M EPS Guidance: $3.15 - $3.35 Assets (as of 9/30/05): $30B Regional Wholesale Energy Traditional T&D Electric Customers: Gas Customers: 2.1M 1.7M ~40% of Operating Earnings Domestic/Int l Energy Leveraged Leases Nuclear Capacity: 3,484 MW Total Capacity: 14,549 MW ~45% of Operating Earnings ~15% of Operating Earnings (1) Includes the parent impact of $(65-75)M; Excludes Merger-related costs 3

PSEG YTD 2005 Performance $2.78 $(0.02) $0.00 $0.18 $(0.15) $2.79 * Improved Nuclear & Fossil Operations $0.03 Depreciation $(0.04) Other $(0.01) Weather $0.05 Interest $0.03 O&M $(0.06) Demand & Other $(0.02) Texas & South America $0.15 Currency Impacts $0.03 Lease Terminations & Other $0.04 Repatriation $(0.04) Additional Shares $(0.06) Parent Interest $(0.09) 9/30/04 YTD Continuing Operations EPS Power PSE&G Energy Holdings Other 9/30/05 YTD Operating EPS * Excludes $0.11 Merger-related costs 4

2005 Key Events Natural Gas Price Impact Longer-term Benefits Liquidity Customer Impact Dampened - BGS: 3-year contracts - BGSS: storage and hedges Liquidity - $2.1B as of 10/28 - $500M of New Facilities Cash Balance Sheet - Waterford Sale - Securitization: Year 4 BGS - Repatriation Nuclear - 2005 Projected Capacity: 88% vs. 2004: 82% - Salem 2 outage: 36 Days - Salem 1 progressing Fossil Gas Rate Case Operations - 10% more MWh s YTD than last year - BEC & Lawrenceburg Operational - 21% improvement in Coal Capacity Factor Regulatory - $133M increase requested including $55M Depreciation Electric Proceeding - $64M Depreciation Credit 5

Attractive Pricing Environment PJM Western Hub (RTC) Forward Prices and NYMEX Natural Gas (Henry Hub) Henry Hub PJM West RTC 110 12 90 $/MBTU 10 8 BGS Auction 2 BGS Auction 3 BGS Auction 4 70 50 $/MWh 6 30 4 1/1/2003 7/1/2003 1/1/2004 7/1/2004 1/1/2005 7/1/2005 10 NYMEX (Henry Hub) BGS Prices (NJ Avg -Approx) PJM West RTC $5.15 - $5.35 $5.25 - $5.40 $6.50 - $6.65 $53 $55 $66 $32 - $33 $36 - $37 $44 - $46 RTC = round the clock 6

BGS and Long-Term Contracts 100% PSEG Power Term Contracts 2005 BGS % of Nuclear and Coal Generation 80% 60% 40% 20% 2004 BGS 2003 BGS United Illuminating Other term energy contracts Generation output not under contract 0% Oct-05 Jan-06 Apr-06 Jul-06 Oct-06 Jan-07 Apr-07 Jul-07 Oct-07 Jan-08 Apr-08 Jul-08 Oct-08 % Hedged: 85-90% 65-75% 35-50% 7

PSEG Stand-Alone 2006 Earnings Guidance $3.15 to $3.35 Gas Base Rate Case New Assets New Assets Sales Weather $3.45 to $3.75 Meaningfully Above 2005-2006 Rates Depreciation Credit Inflation NDT Driven by Commodity Prices and Contracts Rolling Off 2005 Guidance Energy Prices Unit Operations Regulatory Filings Depreciation & Interest O&M Other 2006 Guidance 2007 2008 NDT = nuclear decommissioning trust 8

2006 Assumptions and Sensitivities Assumption Change Per Share Impact Natural Gas Prices (NYMEX) $10/mmbtu $1/mmbtu $0.01 RTC Energy PJM West $69/MWh $5/MWh $0.05 Nuclear Capacity Factor 91.4% 1% $0.04 PJM Capacity Prices $3/kW-yr $5/kW-yr $0.05 9

Merger Update Generation PEG: EXC: 10

Market Concentration Mitigation 7/1/05 FERC issued merger approval order NY Working with DOJ and NJ BPU 4,000MW Fossil Divestiture Must complete within 12 months of merger closing Peaking: 1,200MW High Mid Merit: 900MW CCGT: 1,200MW Coal: 700MW Merrill Lynch advising on sale 2,600MW Nuclear Virtual Divestiture MDI selected as auction manager LD product sold as Eastern Nuclear Generation Aggregate (ENGA) PA Moser Cromby Eddystone Coal Combined Cycle Peaking High Mid Merit Richmond Chester Falls Croydon Essex Pennsbury National Park Kearny Linden Sewaren Edison NJ Mercer Delaware Southwark Schuylkill Bergen Hudson Fairless Hills Burlington Bayonne Notes: The above map includes all EXC & PEG fossil assets in PJM-East that were included in Appendix J-12 of Dr. William H. Hieronymus' testimony as part of EXC's application under Section 203. Not all of these plants are necessarily under consideration for divestiture as part of the mitigation plan. Some of the sites are multi-unit sites; however, on this map, the entire site may have been classified under a single category. LD product = liquidated damages product 11

Merger Regulatory Update Status of major filings/approvals: FERC order approving Merger without hearing issued 7/1/05 FERC approved the application as proposed with no surprises New merger review provisions in energy bill do not apply DOJ Hart-Scott-Rodino review The waiting period expired September 1 DOJ review continues, but is not expected to delay closing Pennsylvania PECO announced settlement with major parties on 9/13/05, subject to approval Final decision expected in December or January New Jersey Schedule revised; hearings now planned for January Final BPU decision expected in May, unless we settle earlier SEC PUHCA repeal will be effective Feb. 8 No PUHCA order needed unless we close before then 12

EE&G Value Proposition Unmatched scale and scope through merger Stable growth delivery business with improving operations Exceptional generation business uniquely positioned to benefit from: improving power market fundamentals increasing environmental restrictions on fossil fuels Strong balance sheet and financial discipline Experienced management team 13

Exelon Update 14

Exelon Overview - 2005 2005E Operating Earnings: $2.0-$2.1B EPS Guidance: $3.00-$3.15 Assets (9/30/05): $43B Illinois Utility Traditional T&D Pennsylvania Utility Electric Customers: 5.2M Gas Customers: 0.5M Regional Wholesale Energy Nuclear Generation Fossil Generation Power Marketing Nuclear Capacity: 16,900 MW Total Capacity: 33,700 MW (1) ~50% of Operating Earnings ~50% of Operating Earnings (1) Includes long-term contracts Note: See presentation appendix for adjusted (non-gaap) operating reconciliations to GAAP 15

Exelon YTD 2005 Performance $2.17 $0.16 $0.19 $(0.15) $2.37 Higher margins on market sales $0.36 Higher costs to serve affiliate load $(0.20) Higher delivery volumes Asbestos reserve $(0.04) O&M $(0.03) Depreciation & amortization $(0.03) Share dilution $(0.03) Enterprises & all Other $(0.02) 9/30/04 YTD Operating EPS Generation Margins Weather Other 9/30/05 YTD Operating EPS 9% growth in operating EPS YTD Note: See presentation appendix for adjusted (non-gaap) operating EPS reconciliations to GAAP 16

Exelon s EPS Drivers: 2004-2007 $2.78 Adjusted (non-gaap) operating EPS Guidance $3.00-$3.15 $3.00-$3.30 + End of Illinois Transition Period + PECO Generation Rate + Generation Margins + Weather + Load Growth - Other + Generation Margins + Load Growth - Weather - Higher O&M + Load Growth - Inflation 2004A 2005 Estimate 2006 Estimate 2007 Original 2005 Guidance: $2.85 $3.05 Strong earnings growth will continue in 2006 and accelerate in 2007 Note: See presentation appendix for adjusted (non-gaap) operating EPS reconciliations to GAAP 17

Projected 2005 Key Credit Measures Credit Ratings (1) S&P/ Moody s/ Fitch Exelon consolidated: FFO / Interest 7.5x BBB/Baa2/BBB+ FFO / Debt 39% Debt Ratio 48% Generation: FFO / Interest 13.6x BBB+/Baa1/BBB+ FFO / Debt 87% Debt Ratio 29% ComEd: FFO / Interest 5.7x A-/A3/A- FFO / Debt 27% Debt Ratio 41% (2) PECO: FFO / Interest 12.6x A-/A2/A FFO / Debt 36% Debt Ratio 45% Exelon s Balance Sheet is strong Notes: Exelon consolidated, ComEd and PECO metrics exclude securitization debt. See presentation appendix for FFO (Funds from Operations)/Interest and and FFO/Debt reconciliations to GAAP. (1) Senior unsecured ratings for Exelon and Generation and senior secured ratings for ComEd and PECO; (2) Assumes half of ComEd goodwill is written off 18

End of Illinois Transition Period ComEd becomes a pure wires business - Returns determined through traditional regulatory processes - No generation margin - Rate increase expected on delivery services tariff (DST) Exelon Generation gets a market price for all its Midwest production - Approximately 90 TWh nuclear and 10 TWh coal - About 2/3 of which is currently supplied to ComEd at a discount to today s market price Composition of earnings shifts from ComEd to Generation ComEd Genco Exelon Generation Margin - + + DST + N/A + Net Earnings Impact - + + ComEd is willing to work with stakeholders to mitigate the potential customer impacts of transitioning to market prices for generation Net Impact on earnings is expected to be positive for Exelon overall 19

Composition of Operating Earnings 100% 90% 80% 70% 60% 50% 40% PECO ComEd Generation 30% 20% 10% 0% 2002 2003 2004 2005E 2006E 2007* A further shift in relative earnings contribution from Energy Delivery to Generation will occur in 2007 when ComEd becomes a pure wires company and Generation gets a market price for its Midwest production * Based on Thomson First Call consensus EPS estimate of $4.20 20

Illinois Update 21

1997 Illinois Restructuring Act Consumers have benefited: Since 1997, ComEd residential electric rates have been reduced 20% and frozen through the end of 2006 As a result, residential customers will have enjoyed $4 billion in savings during this period Competition has developed: More than 50% of large customer load >1 MW served by retail energy suppliers 23.5% of ComEd s total load served by retail energy suppliers 18 suppliers certified by the Illinois Commerce Commission Eight suppliers serving 20,000 GWh load Exelon has restructured: As a result of the 1997 Act, the company was separated into two businesses We have used the restructuring and transition period to improve both delivery and generation businesses Invested $3 billion in T&D infrastructure over past 5 years for improved reliability Nuclear capacity factor has risen to 93+% and nuclear production costs are down from $26.80 per MWh at ComEd in 1997 to $12.43 per MWh fleet wide in 2004 The Illinois Restructuring Act has benefited both customers and shareholders 22

Moving Illinois Forward Summer 2004 ICC Stakeholder Workshops Consensus develops around the use of a competitive procurement process for establishing market-based rates post 2006 ICC staff report recommends a reverse auction (like New Jersey s) as the best available competitive procurement process February 2005 ComEd files Procurement Case Auction patterned after successful process in NJ and will result in a reliable power supply at the lowest-available market price Hearings were recently completed and a final ICC order is due in January 2006 August 2005 ComEd files Delivery Case Traditional rate case to recover prudently incurred costs to provide delivery service A final ICC order is due in July 2006 Process is well underway to determine post-transition rates 23

Actions Underway Regulatory Trying to keep the ICC process on track Seeking FERC determination through Section 205 filing that affiliate contracts won through a reverse auction process will meet Edgar Standards and will be approved Legal Intervening in Attorney General s court case Recently appointed ICC Chairman, who was former Executive Director of CUB, not confirmed by full Senate so ComEd recusal motion is moot Legislative Working to prevent adverse legislation Media and other outreach CORE Ad campaign Business community support Ring fencing ComEd Pursuing appropriate financial, legal and governance actions Working with major stakeholders to reach a reasonable resolution 24

In Summary Continued strong financial performance at both PSEG and ComEd Merger approvals and integration efforts on track Combined company well positioned for future earnings growth Expect to resolve Illinois issues to the benefit of both our customers and shareholders 25

Appendix 26

Key Competitive Pressure: BGS Auction Results 20,000 NJ BGS Auction Structure Total NJ BGS Load (MW) 16,000 12,000 8,000 4,000 1 Year 170 Tranches 10 months 104 Tranches 34 months 1 Year 50 Tranches 51 Tranches 3 Years 51 Tranches 2005 FP Auction Load 50 Tranches 2007 FP Auction Load (projected) 2006 FP Auction Load (projected) 2002 2003 2004 2005 2006 2007 2008 * Annualized margin to forward curve on date of BGS auction 27

2005 BGS Auction Results $52.70 (10 Month NJ Avg.) ~ $20 $54.45 (12 Month NJ Avg.) ~ $18 $65.91 (36 Month NJ Avg.) ~ $21 Transmission Ancillary services Load shape Congestion Risk premium Capacity $32 - $33 $36 -$37 $44 -$46 RTC Forward Energy Cost 2003 Auction 2004 Auction 2005 Auction RTC = round the clock 28

Anticipated Merger Timeline Dec 2004 Q1 Q1 2005 Q2 Q2 2005 Q3 Q3 2005 Q4 Q4 2005 Q1 Q1 2006 Q2 Q2 2006 Announce Transaction 12/20/04 FERC, NJBPU, ICC Regulatory Filings 2/4/05 File Joint Proxy Statement 2/10/05 FERC Approval Order 7/1/05 Shareholder Approvals 7/05 Respond to to DOJ 2 nd nd Request Settlement with PA PUC Filed 9/13/05 PA PUC Final Decision Expected NJ Settlement Discussions NJ BPU Hearings Scheduled NJ BPU Final Decision Expected, unless Settled Earlier Beginning 1/17/05, Implement Nuclear Operating Services Agreement Develop Transition Implementation Plans Work to to Secure Regulatory Approvals (FERC, DOJ, ICC*, PAPUC, NJBPU, SEC, and others) CLOSE TRANSACTION * Notice filing only 29

Marginal Revenue and Cost per MWh of Retail Load in 3Q 05 $/MWh 150 100 50 0-50 -100 Illustration Using Approximate 3Q 05 Data Genco ComEd Genco PECO $40 ($61) ($78) Genco/ ComEd PPA $75 $40 $14 $21 Gen* CTC T&D $45 ($91) $45 $24 Genco/ $32 PECO ($40) PPA ($45) Cost to serve incremental switching load in the spot market in 3Q Illustration Using Approximate 3Q 05 Data $101 Gen* CTC T&D -150-200 Cost to serve incremental weather-driven load in the spot market in 3Q ($140) * Excludes line losses, ancillaries and gross receipts taxes Generation serves both ComEd s and PECO s load at fixed, below-market rates 30

Profit Impact of Higher Sales at ComEd and PECO in 3Q 05 Illustration Using Approximate 3Q 05 Data: Higher Sales to ComEd $/MWh ComEd Genco Exelon Weather Revenue 75 40 75 Cost* (40) (78) (78) Margin 35 (38) (3) Switching Revenue 40 40 40 Cost* (40) (61) (61) Margin -- (21) (21) Higher Sales to PECO $/MWh PECO Genco Exelon Weather Revenue 101 45 101 Cost* (45) (140) (140) Margin 56 (95) (39) Switching Revenue 45 45 45 Cost* (45) (91) (91) Margin -- (46) (46) * Cost to serve incremental load in spot market Warm summer weather was favorable for Delivery but unfavorable for Generation and Exelon overall Higher customer retention was neutral for Delivery and unfavorable for Generation and Exelon Overall 31

Consolidated Key Assumptions 2004A 2005E 2006E Nuclear Capacity Factor (%) (1) 93.5 93.9 92.9 Total Genco Sales Ex Trading (GWhs) 202,599 220,700 193,700 Total Sales to Energy Delivery (GWhs) 110,465 119,400 118,700 Total Market and Retail Sales (GWhs) 92,134 101,200 75,000 Volume Retention (%) PECO 88 94 95 ComEd 77 79 76 Delivery Growth (%) (2) PECO 3.8 0.2 2.6 ComEd 3.3 1.2 2.2 Elec. Wholesale Mkt. ATC Price ($/MWh) PJM Midwest (NiHUB) 31.15 40.00 43.00 PJM Mid-Atlantic (West Hub) 42.34 49.00 54.00 Effective Tax Rate (%) 36.5 37.5 37.5 Note: Data for Exelon stand-alone A = Actual; E = Estimate; ATC = Around the clock (1) Excludes Salem (2) Weather Normalized Source: 8/5/05 Exelon Investor Conference 32

Portfolio Sensitivities for Genco Gas Price Sensitivity 1 Sep to Dec 2005 ($ million pre-tax) Gas +20% $7 Gas -20% ($2) Calendar 2006 Power Price Sensitivity 2 ($ million pre-tax) Sep to Dec 2005 Calendar 2006 $56 Power +$1.00 ATC* $4 $28 ($46) Power -$1.00 ATC* ($3) ($27) * ATC = Around the Clock Notes: 1 Gas prices were changed with a correlated change in power, oil, and coal prices 2 Power prices were changed; fuel prices were held constant Source: 8/5/05 Exelon Investor Conference 33

Deploying Our Cash $5.0 $4.0 $ Billions $3.0 $2.0 $1.0 $0.0 ($1.0) ($2.0) ($3.0) ($4.0) Aug-04 Projected Free Cash Flow 3.8 4.0 (0.8) (0.9) (0.5) (0.5) (0.6) (0.6) (1.0) Current Projected Free Cash Flow (1.1) (1.1) (1.1) Net Cash from Operations Transition Debt Retirements Nuclear Fuel Genco CapEx EED CapEx (0.1) Corp. CapEx Dividends ($5.0) 2005E 2006E Our current cash flow forecast reflects increased investments in the core business mainly on the regulated side Note: Net Cash from Operations includes cash from normal operations, decommissioning investment, and debt issued for pension funding in 2005. See presentation appendix for definition of Free Cash Flow. Source: 8/5/05 Exelon Investor Conference 34

Exelon Consolidated GAAP Earnings to Adjusted (non-gaap) Operating Earnings YTD through Sept. (in Millions, except EPS) A B C YTD 2005 Operating Line GAAP Adjustments Earnings 1 Operating revenues $ 11,519 $ - $ 11,519 2 Fuel & purchased power 4,012 152 (a) 4,164 3 Revenue Net Fuel 7,507 (152) 7,355 4 Operating & maintenance 2,804 (76) (b),(c),(h) 2,728 5 Depreciation & amortization 1,003 (56) (b),(c) 947 6 Taxes other than income 560-560 7 Total operating expenses 4,367 (132) 4,235 8 Operating income 3,140 (20) 3,120 9 Interest expense (615) 11 (b) (604) 10 Equity in Earnings (107) 86 (b) (21) 11 Other, net 108-108 12 Income from continuing operations, pre-tax 2,526 77 2,603 13 Income taxes 779 220 (a),(b),(c),(h) 999 14 Income from continuing operations 1,747 (143) 1,604 15 Gains (losses) from discontinued operations 13 (16) (d) (3) 16 Cumulative effect of a change in accounting - - - 17 Net income $ 1,760 $ (159) $ 1,601 18 Earnings per share (diluted) $ 2.60 $ 2.37 D E F YTD 2004 Operating GAAP Adjustments Earnings $ 10,821 $ (248) (e) $ 10,573 3,781 (187) (a),(e) 3,594 7,040 (61) 6,979 2,696 (137) (b),(e),(h),(j) 2,559 974 (40) (b),(e) 934 548 (9) (e) 539 4,218 (186) 4,032 2,822 125 2,947 (633) 19 (b),(e) (614) (97) 48 (b) (49) 43 16 (e),(i) 59 2,135 208 2,343 661 230 (a),(b),(e),(h),(i),(j) 891 1,477 (22) 1,455 1-1 (g) 23 (32) (f) (9) $ 1,501 $ (54) $ 1,447 $ 2.25 $ 2.17 (a) Adjustment to exclude the mark-to-market impact of Exelon's non-trading activities (primarily at Generation). (b) Adjustment to exclude the financial impact of Exelon's investments in synthetic fuel-producing facilities. (c) Adjustment to exclude costs associated with Exelon's anticipated merger with Public Service Enterprise Group Inc. (d) Adjustment to exclude the 2005 financial impact of Generation's investment in Sithe Energies, Inc. (e) Adjustment to exclude the 2004 financial impact of Boston Generating, LLC. (f) Adjustment for the cumulative effect of adopting FIN No. 46-R. (g) Includes the 2004 financial impact of Enterprises. (h) Adjustment to exclude severance charges. (i) Adjustment to exclude the losses associated with debt retirements at ComEd. (j) Adjustment for a settlement gain related to the storage of spent nuclear fuel. Note: Items may not add due to rounding. 35

Reconciliation of 2004 GAAP Reported and Adjusted (non-gaap) Operating Earnings per Diluted Share 2004 GAAP Reported EPS $2.78 Charges associated with debt repurchases 0.12 Investments in synthetic fuel-producing facilities (0.10) Severance 0.07 Cumulative effect of adopting FIN No. 46-R (0.05) Settlement associated with the storage of spent nuclear fuel (0.04) Boston Generating 2004 impact (0.03) Charges associated with investment in Sithe Energies, Inc. 0.02 Costs related to proposed merger with PSEG 0.01 2004 Adjusted (non-gaap) Operating EPS $2.78 36

2005/2006 Earnings Guidance Exelon s outlook for 2005 adjusted (non-gaap) operating earnings excludes unrealized mark-to-market adjustments from non-trading activities, income resulting from investments in synthetic fuelproducing facilities, the financial impact of the company s investment in Sithe, certain severance costs, the cumulative effect of the adoption of FIN 47 Accounting for Conditional Asset Retirement Obligations, and costs associated with the proposed merger with PSEG. The outlook for 2006 adjusted (non-gaap) operating earnings is Exelon stand-alone and excludes unrealized mark-to-market adjustments from non-trading activities, income resulting from investments in synthetic fuel-producing facilities and costs associated with the proposed merger. These estimates do not include any impact of future changes to GAAP. Earnings guidance is based on the assumption of normal weather. 37

Cash Flow Definition We define free cash flow as: Cash from operations (which includes pension contributions and the benefit of synthetic fuel investments), Cash used in investing activities, Debt issued for pension funding, Cash used for transition debt maturities, Common stock dividend payments, Other routine activities (e.g., severance payments, system integration costs, tax effect of discretionary items, etc.) and cash flows from divested operations 38

FFO Calculation and Ratios Net Income Add back non-cash items: + Depreciation, amortization (including nucl fuel amortization), AFUDC/Cap Int + Change in Deferred Taxes + Gain on Sale and Extraordinary Items + Trust-Preferred Interest Expense - Transition Bond Principal Paydown FFO FFO Interest Coverage FFO + Adjusted Interest Adjusted Interest Net Interest Expense (Before AFUDC & Cap Interest) - Trust-Preferred Interest Expense - Transition Bond Interest Expense + 10% of PV of Operating Leases Adjusted Interest FFO Debt Coverage FFO Adjusted Average Debt (1) Debt: LTD STD - Transition Bond Principal Balance Add debt equivalents: ++ A/R Financing + PV of Operating Leases Adjusted Debt (1) Use average of prior year and current year adjusted debt balance Debt to Total Cap Adjusted Book Debt Total Adjusted Capitalization Debt: LTD STD - Transition Bond Principal Balance Adjusted Book Debt Capitalization: Total Shareholders' Equity Preferred Securities of Subsidiaries Adjusted Book Debt Total Adjusted Capitalization Note: FFO and Debt related to non-recourse debt are excluded from the calculations.