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þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Quarterly Period Ended September 30, 2005
		or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		Name of Registrant; State of Incorporation;		IRS Employer
Commission		Address of Principal Executive Offices; and		Identification
File Number		Telephone Number		Number
1-16169		EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street – 37th Floor P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398		23-2990190
1-1839		COMMONWEALTH EDISON COMPANY (an Illinois corporation) 10 South Dearborn Street – 37th Floor P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-4321		36-0938600
1-1401		PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000		23-0970240
333-85496		EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348 (610) 765-6900		23-3064219

Exelon Corporation Common Stock, without par value		667,225,227
Commonwealth Edison Company Common Stock, $12.50 par value		127,016,519
PECO Energy Company Common Stock, without par value		170,478,507
Exelon Generation Company, LLC		not applicable

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						Page No.
FILING FORMAT							4
FORWARD-LOOKING STATEMENTS							4
WHERE TO FIND MORE INFORMATION							4
PART I.				FINANCIAL INFORMATION			6
Item 1.				Financial Statements			6
				Exelon Corporation
				Consolidated Statements of Income and Comprehensive Income			7
				Consolidated Statements of Cash Flows			8
				Consolidated Balance Sheets			9
				Consolidated Statement of Changes in Shareholders’ Equity			11
				Commonwealth Edison Company
				Consolidated Statements of Income and Comprehensive Income			12
				Consolidated Statements of Cash Flows			13
				Consolidated Balance Sheets			14
				Consolidated Statement of Changes in Shareholders’ Equity			16
				PECO Energy Company
				Consolidated Statements of Income and Comprehensive Income			17
				Consolidated Statements of Cash Flows			18
				Consolidated Balance Sheets			19
				Consolidated Statement of Changes in Shareholders’ Equity			21
				Exelon Generation Company, LLC
				Consolidated Statements of Income and Comprehensive Income			22
				Consolidated Statements of Cash Flows			23
				Consolidated Balance Sheets			24
				Consolidated Statement of Changes in Member’s Equity			26
				Combined Notes to Consolidated Financial Statements			27
Item 2.				Management’s Discussion and Analysis of Financial Condition and Results of Operation			79
				Exelon Corporation			81
				Commonwealth Edison Company			137
				PECO Energy Company			140
				Exelon Generation Company, LLC			143
Item 3.				Quantitative and Qualitative Disclosures About Market Risk			145
Item 4.				Controls and Procedures			152
PART II.				OTHER INFORMATION			152
Item 1.				Legal Proceedings			152
				Exelon Corporation			152
				PECO Energy Company			152
				Exelon Generation Company, LLC			152

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						Page No.
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds			153
				Exelon Corporation			153
Item 4.				Submission of Matters to Vote of Security Holders			153
				Exelon Corporation			153
Item 5.				Other Information			154
				Exelon Corporation			154
				PECO Energy Company			154
Item 6.				Exhibits			155
SIGNATURES							160
				Exelon Corporation			160
				Commonwealth Edison Company			160
				PECO Energy Company			161
				Exelon Generation Company, LLC			161
Amendment to Articles of Incorporation of Exelon Corporation
Certification for John W. Rowe for Exelon Corporation
Certification for John F. Young for Exelon Corporation
Certification for J. Barry Mitchell for Exelon Corporation
Certification for John L. Skolds for Commonwealth Edison Company
Certification for J. Barry Mitchell for Commonwealth Edison Company
Certification for John L. Skolds for PECO Energy Company
Certification for J. Barry Mitchell for PECO Energy Company
Certification for John L. Skolds for Exelon Generation Company, LLC
Certification for J. Barry Mitchell for Exelon Generation Company, LLC
Certification for John W. Rowe for Exelon Corporation
Certification for John F. Young for Exelon Corporation
Certification for J. Barry Mitchell for Exelon Corporation
Certification for John L. Skolds for Commonwealth Edison Company
Certification for J. Barry Mitchell for Commonwealth Edison Company
Certification for John L. Skolds for PECO Energy Company
Certification for J. Barry Mitchell for PECO Energy Company
Certification for John L. Skolds for Exelon Generation Company, LLC
Certification for J. Barry Mitchell for Exelon Generation Company, LLC

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				Three Months								Nine Months
				Ended								Ended
				September 30,								September 30,
				2005				2004				2005				2004
(In millions, except per share data)
Operating revenues				$	4,473			$	3,748			$	11,519			$	10,821
Operating expenses
	Purchased power				1,210				887				2,442				2,145
	Fuel				471				346				1,570				1,636
	Operating and maintenance				911				778				2,804				2,696
	Depreciation and amortization				358				362				1,003				974
	Taxes other than income				211				177				560				548
		Total operating expenses			3,161				2,550				8,379				7,999
Operating income					1,312				1,198				3,140				2,822
Other income and deductions
	Interest expense				(139	)			(112	)			(374	)			(362	)
	Interest expense to affiliates				(77	)			(88	)			(241	)			(271	)
	Distributions on preferred securities of subsidiary				(1	)			(1	)			(3	)			(3	)
	Equity in losses of unconsolidated affiliates				(39	)			(42	)			(107	)			(97	)
	Other, net				12				(102	)			111				46
		Total other income and deductions			(244	)			(345	)			(614	)			(687	)
Income from continuing operations before income taxes and minority interest					1,068				853				2,526				2,135
Income taxes					344				279				779				661
Income from continuing operations before minority interest					724				574				1,747				1,474
Minority interest					—				3				—				3
Income from continuing operations					724				577				1,747				1,477
Discontinued operations
	Income (loss) from discontinued operations (net of income taxes of $0, $2, $(2) and $(23) for the three and nine months ended September 30, 2005 and 2004, respectively)				—				1				(3	)			(30	)
	Gain (loss) on disposal of discontinued operations (net of income taxes of $1, $(1), $5 and $18 for the three and nine months ended September 30, 2005 and 2004, respectively)				1				(1	)			16				31
		Income from discontinued operations			1				—				13				1
Income before cumulative effect of changes in accounting principles					725				577				1,760				1,478
Cumulative effect of changes in accounting principles (net of income taxes of $(5) and $17 for the three and nine months ended September 30, 2004, respectively)					—				(9	)			—				23
Net income					725				568				1,760				1,501
Other comprehensive income (loss), net of income taxes
	Minimum pension liability				—				—				2				—
	Change in net unrealized gain (loss) on cash-flow hedges				(161	)			77				(294	)			(68	)
	Foreign currency translation adjustment				—				—				—				(2	)
	Unrealized gain (loss) on marketable securities				15				7				(9	)			18
		Total other comprehensive income (loss)			(146	)			84				(301	)			(52	)
Total comprehensive income				$	579			$	652			$	1,459			$	1,449
Average shares of common stock outstanding — Basic					670				661				669				660
Average shares of common stock outstanding — Diluted					677				669				676				668
Earnings per average common share — Basic:
	Income from continuing operations			$	1.08			$	0.87			$	2.61			$	2.23
	Income from discontinued operations				—				—				0.02				—
	Income before cumulative effect of changes in accounting principles				1.08				0.87				2.63				2.23
	Cumulative effect of changes in accounting principles				—				(0.01	)			—				0.04
	Net income			$	1.08			$	0.86			$	2.63			$	2.27
Earnings per average common share — Diluted:
	Income from continuing operations			$	1.07			$	0.86			$	2.58			$	2.21
	Income from discontinued operations				—				—				0.02				—
	Income before cumulative effect of changes in accounting principles				1.07				0.86				2.60				2.21
	Cumulative effect of changes in accounting principles				—				(0.01	)			—				0.04
	Net income			$	1.07			$	0.85			$	2.60			$	2.25
Dividends per common share				$	0.400			$	0.305			$	1.200			$	0.860

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					Nine Months
					Ended
					September 30,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	1,760			$	1,501
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation, amortization and accretion, including nuclear fuel				1,477				1,449
		Other decommissioning-related activities				18				65
		Cumulative effect of changes in accounting principles (net of income taxes)				—				(23	)
		Deferred income taxes and amortization of investment tax credits				487				314
		Provision for uncollectible accounts				48				59
		Equity in losses of unconsolidated affiliates				107				97
		Gain on sales of investments and wholly owned subsidiaries				(19	)			(154	)
		Net realized gains on nuclear decommissioning trust funds				(52	)			(9	)
		Other non-cash operating activities				39				(24	)
		Changes in assets and liabilities:
			Accounts receivable			(213	)			(6	)
			Inventories			(54	)			(20	)
			Other current assets			(231	)			105
			Accounts payable, accrued expenses and other current liabilities			125				(92	)
			Income taxes			257				149
			Net realized and unrealized mark-to-market and hedging transactions			(168	)			(6	)
			Pension and non-pension postretirement benefits obligation			(1,893	)			(259	)
			Other noncurrent assets and liabilities			(99	)			8
Net cash flows provided by operating activities						1,589				3,154
Cash flows from investing activities
	Capital expenditures					(1,521	)			(1,295	)
	Proceeds from sale of nuclear decommissioning trust fund assets					3,234				1,485
	Investment in nuclear decommissioning trust funds					(3,387	)			(1,687	)
	Collection of other notes receivable					—				58
	Proceeds from sales of investments and wholly owned subsidiaries, net of $32 of cash sold during the nine months ended September 30, 2005					105				238
	Proceeds from sales of long-lived assets					2				50
	Acquisition of Sithe Energies, Inc.					(97	)			—
	Investment in synthetic fuel-producing facilities					(92	)			(32	)
	Change in restricted cash					38				(18	)
	Net cash increase from consolidation of Sithe Energies, Inc.					—				19
	Other investing activities					(10	)			(25	)
Net cash flows used in investing activities						(1,728	)			(1,207	)
Cash flows from financing activities
	Issuance of long-term debt					1,788				75
	Retirement of long-term debt					(382	)			(973	)
	Retirement of long-term debt to financing affiliates					(639	)			(547	)
	Issuance of short-term debt					2,500				—
	Retirement of short-term debt					(2,200	)			—
	Change in other short-term debt					(344	)			(1	)
	Payment on acquisition note payable to Sithe Energies, Inc.					—				(27	)
	Dividends paid on common stock					(804	)			(565	)
	Proceeds from employee stock plans					193				192
	Purchase of treasury stock					(262	)			(75	)
	Other financing activities					(57	)			36
Net cash flows used in financing activities						(207	)			(1,885	)
Increase (decrease) in cash and cash equivalents						(346	)			62
Cash and cash equivalents at beginning of period						499				493
Cash and cash equivalents at end of period					$	153			$	555
Supplemental cash flow information — Noncash investing and financing activities:
	Consolidation of Sithe Energies, Inc. pursuant to FASB Interpretation No. 46-R, “Consolidation of Variable Interest Entities”				$	—			$	85
	Disposition of Boston Generating, LLC					—				102
	Note payable issued for investment in synthetic fuel-producing facilities					—				22

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				September 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	153			$	499
	Restricted cash and investments				32				60
	Accounts receivable, net
		Customer			1,834				1,649
		Other			263				409
	Mark-to-market derivative assets				1,240				403
	Inventories, at average cost
		Fossil fuel			262				230
		Materials and supplies			336				312
	Deferred income taxes				108				68
	Other				495				296
		Total current assets			4,723				3,926
Property, plant and equipment, net					21,613				21,482
Deferred debits and other assets
	Regulatory assets				4,460				4,790
	Nuclear decommissioning trust funds				5,455				5,262
	Investments				811				804
	Goodwill				4,696				4,705
	Mark-to-market derivative assets				397				383
	Pension asset				83				—
	Other				914				1,418
		Total deferred debits and other assets			16,816				17,362
Total assets				$	43,152			$	42,770

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				September 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Notes payable			$	446			$	490
	Long-term debt due within one year				218				427
	Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust due within one year				615				486
	Accounts payable				1,434				1,255
	Mark-to-market derivative liabilities				1,684				598
	Accrued expenses				978				1,143
	Other				670				483
		Total current liabilities			6,045				4,882
Long-term debt					8,076				7,292
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust					3,542				4,311
Long-term debt to other financing trusts					545				545
Deferred credits and other liabilities
	Deferred income taxes				4,753				4,488
	Unamortized investment tax credits				265				275
	Asset retirement obligation				3,872				3,981
	Pension obligations				112				1,993
	Non-pension postretirement benefits obligation				1,136				1,065
	Spent nuclear fuel obligation				897				878
	Regulatory liabilities				2,343				2,204
	Mark-to-market derivative liabilities				482				323
	Other				839				915
		Total deferred credits and other liabilities			14,699				16,122
		Total liabilities			32,907				33,152
Commitments and contingencies
Minority interest of consolidated subsidiary					1				42
Preferred securities of subsidiaries					87				87
Shareholders’ equity
	Common stock (No par value, 2,000 shares authorized, 667.2 and 664.2 shares outstanding at September 30, 2005 and December 31, 2004, respectively)				7,939				7,664
	Treasury stock, at cost (7.5 and 2.5 shares held at September 30, 2005 and December 31, 2004, respectively)				(344	)			(82	)
	Retained earnings				4,309				3,353
	Accumulated other comprehensive loss				(1,747	)			(1,446	)
		Total shareholders’ equity			10,157				9,489
Total liabilities and shareholders’ equity				$	43,152			$	42,770

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																		Accumulated
																		Other				Total
		Issued				Common				Treasury				Retained				Comprehensive				Shareholders’
(Dollars in millions,		Shares				Stock				Stock				Earnings				Loss				Equity
shares in thousands)
Balance, December 31, 2004			666,688			$	7,664			$	(82	)		$	3,353			$	(1,446	)		$	9,489
Net income			—				—				—				1,760				—				1,760
Long-term incentive plan activity			8,048				275				—				—				—				275
Common stock purchases			—				—				(262	)			—				—				(262	)
Common stock dividends declared			—				—				—				(804	)			—				(804	)
Other comprehensive loss, net of income taxes			—				—				—				—				(301	)			(301	)
Balance, September 30, 2005			674,736			$	7,939			$	(344	)		$	4,309			$	(1,747	)		$	10,157

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				Three Months								Nine Months
				Ended								Ended
				September 30,								September 30,
				2005				2004				2005				2004
(In millions)
Operating revenues
	Operating revenues			$	1,945			$	1,720			$	4,814			$	4,441
	Operating revenues from affiliates				3				—				8				17
		Total operating revenues			1,948				1,720				4,822				4,458
Operating expenses
	Purchased power				91				80				247				144
	Purchased power from affiliate				991				827				2,514				1,870
	Operating and maintenance				161				189				475				544
	Operating and maintenance from affiliates				50				42				139				125
	Depreciation and amortization				111				104				308				309
	Taxes other than income				81				68				232				219
		Total operating expenses			1,485				1,310				3,915				3,211
Operating income					463				410				907				1,247
Other income and deductions
	Interest expense				(49	)			(59	)			(152	)			(203	)
	Interest expense to affiliates				(22	)			(27	)			(71	)			(85	)
	Equity in losses of unconsolidated affiliates				(3	)			(4	)			(11	)			(13	)
	Interest income from affiliates				—				6				3				16
	Net loss on the extinguishment of long-term debt				—				(106	)			—				(106	)
	Other, net				(10	)			(1	)			—				6
		Total other income and deductions			(84	)			(191	)			(231	)			(385	)
Income before income taxes					379				219				676				862
Income taxes					155				95				273				351
Net income					224				124				403				511
Other comprehensive income (loss), net of income taxes
	Change in net unrealized gain on cash-flow hedges				21				—				—				—
	Unrealized gain on marketable securities				1				—				1				—
	Foreign currency translation adjustment				—				(1	)			—				(1	)
		Total other comprehensive income (loss)			22				(1	)			1				(1	)
Total comprehensive income				$	246			$	123			$	404			$	510

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					Nine Months
					Ended
					September 30,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	403			$	511
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization				308				309
		Deferred income taxes and amortization of investment tax credits				190				157
		Provision for uncollectible accounts				21				25
		Equity in losses of unconsolidated affiliates				11				13
		Other non-cash operating activities				46				80
		Changes in assets and liabilities:
			Accounts receivable			(189	)			(110	)
			Other current assets			(11	)			—
			Accounts payable, accrued expenses and other current liabilities			17				(34	)
			Changes in receivables and payables to affiliates			8				24
			Income taxes			30				53
			Pension asset and non-pension postretirement benefits obligation			(760	)			(141	)
			Other noncurrent assets and liabilities			(16	)			(20	)
Net cash flows provided by operating activities						58				867
Cash flows from investing activities
	Capital expenditures					(597	)			(518	)
	Changes in Exelon intercompany money pool contributions					308				405
	Change in restricted cash					—				20
	Notes receivable from affiliates					—				436
	Other investing activities					3				12
Net cash flows provided by (used in) investing activities						(286	)			355
Cash flows from financing activities
	Issuance of short-term debt					146				—
	Issuance of long-term debt					91				—
	Retirement of long-term debt					(310	)			(798	)
	Retirement of long-term debt to ComEd Transitional Funding Trust					(278	)			(261	)
	Changes in Exelon intercompany money pool borrowings					110				17
	Dividends paid on common stock					(352	)			(320	)
	Contributions from parent					834				94
	Settlement of cash-flow and fair-value hedges					—				26
	Other financing activities					(5	)			2
Net cash flows provided by (used in) financing activities						236				(1,240	)
Increase (decrease) in cash and cash equivalents						8				(18	)
Cash and cash equivalents at beginning of period						30				34
Cash and cash equivalents at end of period					$	38			$	16

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				September 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	38			$	30
	Accounts receivable, net
		Customer			899				726
		Other			35				50
	Inventories, at average cost				48				48
	Deferred income taxes				22				—
	Receivables from affiliates				16				10
	Contributions to Exelon intercompany money pool				—				308
	Other				36				24
		Total current assets			1,094				1,196
Property, plant and equipment, net					9,806				9,463
Deferred debits and other assets
	Investments				40				39
	Investment in affiliates				38				52
	Goodwill				4,696				4,705
	Receivables from affiliates				1,539				1,443
	Pension asset				943				156
	Other				362				387
		Total deferred debits and other assets			7,618				6,782
Total assets				$	18,518			$	17,441

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				September 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Long-term debt due within one year			$	109			$	272
	Long-term debt to ComEd Transitional Funding Trust due within one year				297				321
	Accounts payable				273				196
	Accrued expenses				555				589
	Payable to affiliates				266				227
	Notes payable				146				—
	Borrowings from Exelon intercompany money pool				110				—
	Customer deposits				106				93
	Deferred income taxes				—				17
	Other				42				49
		Total current liabilities			1,904				1,764
Long-term debt					2,829				2,901
Long-term debt to ComEd Transitional Funding Trust					766				1,020
Long-term debt to other financing trusts					361				361
Deferred credits and other liabilities
	Deferred income taxes				2,125				1,890
	Unamortized investment tax credits				44				45
	Non-pension postretirement benefits obligation				222				195
	Payables to affiliates				16				17
	Regulatory liabilities				2,343				2,204
	Other				282				304
		Total deferred credits and other liabilities			5,032				4,655
		Total liabilities			10,892				10,701
Commitments and contingencies
Shareholders’ equity
	Common stock				1,588				1,588
	Preference stock				7				7
	Other paid-in capital				4,877				4,168
	Receivable from parent				—				(125	)
	Retained earnings				1,153				1,102
	Accumulated other comprehensive income				1				—
		Total shareholders’ equity			7,626				6,740
Total liabilities and shareholders’ equity				$	18,518			$	17,441

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																										Accumulated
										Other				Receivable				Retained				Retained				Other				Total
		Common				Preference				Paid-In				from				Earnings				Earnings				Comprehensive				Shareholders’
		Stock				Stock				Capital				Parent				Unappropriated				Appropriated				Income				Equity
(In millions)
Balance, December 31, 2004		$	1,588			$	7			$	4,168			$	(125	)		$	—			$	1,102			$	—			$	6,740
Net income			—				—				—				—				403				—				—				403
Repayment of receivable from parent			—				—				—				125				—				—				—				125
Capital contribution from parent			—				—				709				—				—				—				—				709
Appropriation of Retained Earnings for future dividends			—				—				—				—				(403	)			403				—				—
Common stock dividends			—				—				—				—				—				(352	)			—				(352	)
Other comprehensive income, net of income taxes			—				—				—				—				—				—				1				1
Balance, September 30, 2005		$	1,588			$	7			$	4,877			$	—			$	—			$	1,153			$	1			$	7,626

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					Three Months								Nine Months
					Ended								Ended
					September 30,								September 30,
					2005				2004				2005				2004
(In millions)
Operating revenues
	Operating revenues				$	1,318			$	1,119			$	3,648			$	3,381
	Operating revenues from affiliates					4				5				13				14
			Total operating revenues			1,322				1,124				3,661				3,395
Operating expenses
	Purchased power					71				49				181				149
	Purchased power from affiliate					513				409				1,273				1,108
	Fuel					42				28				372				354
	Fuel from affiliate					—				7				1				14
	Operating and maintenance					115				96				315				310
	Operating and maintenance from affiliates					28				26				81				77
	Depreciation and amortization					159				144				431				395
	Taxes other than income					74				64				189				181
			Total operating expenses			1,002				823				2,843				2,588
Operating income						320				301				818				807
Other income and deductions
	Interest expense					(15	)			(15	)			(41	)			(42	)
	Interest expense to affiliates					(55	)			(61	)			(171	)			(187	)
	Equity in losses of unconsolidated affiliates					(4	)			(6	)			(12	)			(19	)
	Interest income from affiliates					—				—				1				—
	Other, net					2				3				10				8
			Total other income and deductions			(72	)			(79	)			(213	)			(240	)
Income before income taxes						248				222				605				567
Income taxes						82				83				200				195
Net income						166				139				405				372
Preferred stock dividends						1				1				3				3
Net income on common stock					$	165			$	138			$	402			$	369
Other comprehensive income (loss), net of income taxes
	Net income				$	166			$	139			$	405			$	372
	Other comprehensive income (net of income taxes):
		Change in net unrealized gain (loss) on cash-flow hedges				—				—				(2	)			2
		Unrealized gain on marketable securities				—				—				—				2
			Total other comprehensive income (loss)			—				—				(2	)			4
Total comprehensive income					$	166			$	139			$	403			$	376

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					Nine Months
					Ended
					September 30,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	405			$	372
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization				431				395
		Deferred income taxes and amortization of investment tax credits				(87	)			(72	)
		Provision for uncollectible accounts				26				30
		Equity in losses of unconsolidated affiliates				12				19
		Other non-cash operating activities				—				4
		Changes in assets and liabilities:
			Accounts receivable			(4	)			4
			Inventories			(34	)			(15	)
			Deferred energy costs			47				52
			Prepaid utility taxes			(26	)			(20	)
			Other current assets			(7	)			(2	)
			Accounts payable, accrued expenses and other current liabilities			(95	)			(95	)
			Change in receivables and payables to affiliates, net			40				9
			Income taxes			6				101
			Pension asset and non-pension postretirement benefits obligation			(142	)			20
			Other noncurrent assets and liabilities			28				(12	)
Net cash flows provided by operating activities						600				790
Cash flows from investing activities
	Capital expenditures					(210	)			(162	)
	Changes in Exelon intercompany money pool contributions					34				(26	)
	Change in restricted cash					27				(3	)
	Other investing activities					4				2
Net cash flows used in investing activities						(145	)			(189	)
Cash flows from financing activities
	Issuance of long-term debt					—				75
	Retirement of long-term debt					(15	)			(77	)
	Retirement of long-term debt to PECO Energy Transition Trust					(361	)			(286	)
	Change in short-term debt					—				(46	)
	Changes in Exelon intercompany money pool borrowings					7				—
	Dividends paid on common and preferred stock					(350	)			(279	)
	Contribution from parent					215				106
	Other financing activities					—				4
Net cash flows used in financing activities						(504	)			(503	)
Increase (decrease) in cash and cash equivalents						(49	)			98
Cash and cash equivalents at beginning of period						74				18
Cash and cash equivalents at end of period					$	25			$	116

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				September 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	25			$	74
	Restricted cash				2				29
	Accounts receivable, net
		Customer			358				368
		Other			22				34
	Inventories, at average cost
		Gas			150				117
		Materials and supplies			11				10
	Contributions to Exelon intercompany money pool				—				34
	Deferred income taxes				20				24
	Deferred energy costs				24				71
	Prepaid utility taxes				27				1
	Other				18				11
		Total current assets			657				773
Property, plant and equipment, net					4,423				4,329
Deferred debits and other assets
	Regulatory assets				4,460				4,790
	Investments				22				22
	Investment in affiliates				77				87
	Receivable from affiliate				61				46
	Pension asset				193				77
	Other				14				9
		Total deferred debits and other assets			4,827				5,031
Total assets				$	9,907			$	10,133

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				September 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Long-term debt due within one year			$	31			$	46
	Long-term debt to PECO Energy Transition Trust due within one year				319				165
	Accounts payable				116				121
	Accrued expenses				176				263
	Payables to affiliates				186				146
	Borrowings from Exelon intercompany money pool				7				—
	Customer deposits				51				42
	Other				8				11
		Total current liabilities			894				794
Long-term debt					1,153				1,153
Long-term debt to PECO Energy Transition Trust					2,776				3,291
Long-term debt to other financing trusts					184				184
Deferred credits and other liabilities
	Deferred income taxes				2,771				2,834
	Unamortized investment tax credits				17				19
	Non-pension postretirement benefits obligation				293				319
	Other				153				141
		Total deferred credits and other liabilities			3,234				3,313
		Total liabilities			8,241				8,735
Commitments and contingencies
Shareholders’ equity
	Common stock				2,176				2,176
	Preferred stock				87				87
	Receivable from parent				(1,267	)			(1,482	)
	Retained earnings				662				607
	Accumulated other comprehensive income				8				10
		Total shareholders’ equity			1,666				1,398
Total liabilities and shareholders’ equity				$	9,907			$	10,133

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																		Accumulated
										Receivable								Other				Total
		Common				Preferred				from				Retained				Comprehensive				Shareholders’
		Stock				Stock				Parent				Earnings				Income				Equity
(In millions)
Balance, December 31, 2004		$	2,176			$	87			$	(1,482	)		$	607			$	10			$	1,398
Net income			—				—				—				405				—				405
Common stock dividends			—				—				—				(347	)			—				(347	)
Preferred stock dividends			—				—				—				(3	)			—				(3	)
Repayment of receivable from parent			—				—				215				—				—				215
Other comprehensive loss, net of income taxes			—				—				—				—				(2	)			(2	)
Balance, September 30, 2005		$	2,176			$	87			$	(1,267	)		$	662			$	8			$	1,666

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					Three Months								Nine Months
					Ended								Ended
					September 30,								September 30,
					2005				2004				2005				2004
(In millions)
Operating revenues
	Operating revenues				$	1,207			$	907			$	3,047			$	2,984
	Operating revenues from affiliates					1,504				1,244				3,789				2,994
			Total operating revenues			2,711				2,151				6,836				5,978
Operating expenses
	Purchased power					1,047				757				2,014				1,852
	Purchased power from affiliates					—				—				—				11
	Fuel					441				318				1,227				1,276
	Operating and maintenance					469				348				1,547				1,405
	Operating and maintenance from affiliates					68				66				201				200
	Depreciation and amortization					63				93				188				212
	Taxes other than income					48				41				122				134
			Total operating expenses			2,136				1,623				5,299				5,090
Operating income						575				528				1,537				888
Other income and deductions
	Interest expense					(33	)			(24	)			(89	)			(76	)
	Interest expense to affiliates					—				(1	)			(2	)			(3	)
	Equity in earnings (losses) of unconsolidated affiliates					(2	)			(5	)			2				(7	)
	Other, net					13				4				82				118
			Total other income and deductions			(22	)			(26	)			(7	)			32
Income from continuing operations before income taxes and minority interest						553				502				1,530				920
Income taxes						219				193				595				352
Income from continuing operations before minority interest						334				309				935				568
Minority interest						—				4				—				3
Income from continuing operations						334				313				935				571
Discontinued operations
	Income (loss) from discontinued operations (net of income taxes of $0, $5, $(1) and $(9) for the three and nine months ended September 30, 2005 and 2004, respectively)					—				6				—				(4	)
	Gain on disposal of discontinued operations (net of income taxes of $1, $0, $5 and $0 for the three and nine months ended September 30, 2005 and 2004, respectively)					1				—				16				—
			Income (loss) from discontinued operations			1				6				16				(4	)
Income before cumulative effect of a change in accounting principle						335				319				951				567
Cumulative effect of a change in accounting principle (net of income taxes of $22)						—				—				—				32
Net income						335				319				951				599
Other comprehensive income (loss), net of income taxes
		Change in net unrealized gain (loss) on cash-flow hedges				(181	)			77				(266	)			(70	)
		Unrealized gain (loss) on marketable securities				14				7				(10	)			15
		Foreign currency translation adjustment				—				1				(1	)			(1	)
			Total other comprehensive income (loss)			(167	)			85				(277	)			(56	)
Total comprehensive income					$	168			$	404			$	674			$	543

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						Nine Months
						Ended
						September 30,
						2005				2004
(In millions)
Cash flows from operating activities
		Net income				$	951			$	599
		Adjustments to reconcile net income to net cash flows provided by operating activities:
			Depreciation, amortization and accretion, including nuclear fuel				661				687
			Cumulative effect of a change in accounting principle (net of income taxes)				—				(32	)
			Other decommissioning-related activities				18				65
			Gain on sale of investments				(21	)			(91	)
			Deferred income taxes and amortization of investment tax credits				378				159
			Provision for uncollectible accounts				—				3
			Equity in (earnings) losses of unconsolidated affiliates				(2	)			7
			Net realized gains on nuclear decommissioning trust funds				(52	)			(9	)
			Other non-cash operating activities				(28	)			(69	)
			Changes in assets and liabilities:
				Accounts receivable			(73	)			78
				Receivables and payables to affiliates, net			(70	)			(5	)
				Inventories			(20	)			—
				Other current assets			(236	)			66
				Accounts payable, accrued expenses and other current liabilities			221				(46	)
				Income taxes			130				220
				Net realized and unrealized mark-to-market and hedging transactions			(139	)			(18	)
				Pension asset and non-pension postretirement benefits obligation			(823	)			(89	)
				Other noncurrent assets and liabilities			(64	)			(17	)
Net cash flows provided by operating activities							831				1,508
Cash flows from investing activities
		Capital expenditures					(704	)			(608	)
		Proceeds from sale of nuclear decommissioning trust fund assets					3,234				1,485
		Investment in nuclear decommissioning trust funds					(3,387	)			(1,687	)
		Changes in Exelon intercompany money pool contributions					—				(17	)
		Acquisition of Sithe Energies, Inc.					(97	)			—
		Proceeds from sale of wholly owned subsidiaries, net of $32 of cash sold during the nine months ended September 30, 2005					103				24
		Proceeds from the sale of long-lived assets					—				42
		Net cash increase from consolidation of Sithe Energies, Inc. and Exelon Energy Company					—				24
		Change in restricted cash					(1	)			(8	)
		Other investing activities					(9	)			13
Net cash flows used in investing activities							(861	)			(732	)
Cash flows from financing activities
		Retirement of long-term debt					(11	)			(29	)
		Payment on acquisition note payable to Sithe Energies, Inc.					—				(27	)
		Changes in Exelon intercompany money pool borrowings					(283	)			(445	)
		Distribution to member					(749	)			(170	)
		Contribution from member					843				6
		Other financing activities					1				1
Net cash flows used in financing activities							(199	)			(664	)
Increase (decrease) in cash and cash equivalents							(229	)			112
Cash and cash equivalents at beginning of period							263				158
Cash and cash equivalents at end of period						$	34			$	270
Supplemental cash flow information — Noncash investing and financing activities:
	Consolidation of Sithe Energies, Inc. pursuant to FASB Interpretation No. 46-R, “Consolidation of Variable Interest Entities”					$	—			$	85
	Contribution of Exelon Energy Company from Exelon Corporation						—				(9	)
	Disposition of Boston Generating, LLC						—				102

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				September 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	34			$	263
	Restricted cash and investments				3				26
	Accounts receivable, net
		Customer			566				525
		Other			150				209
	Mark-to-market derivative assets				1,240				403
	Receivables from affiliates				394				332
	Inventories, at average cost
		Fossil fuel			112				112
		Materials and supplies			276				255
	Deferred income taxes				51				48
	Other				381				148
		Total current assets			3,207				2,321
Property, plant and equipment, net					7,247				7,536
Deferred debits and other assets
	Nuclear decommissioning trust funds				5,455				5,262
	Investments				119				103
	Receivable from affiliate				11				11
	Pension asset				1,016				199
	Mark-to-market derivative assets				367				373
	Other				140				633
		Total deferred debits and other assets			7,108				6,581
Total assets				$	17,562			$	16,438

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				September 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
	Long-term debt due within one year			$	12			$	47
	Accounts payable				970				856
	Mark-to-market derivative liabilities				1,684				598
	Borrowings from Exelon intercompany money pool				—				283
	Payables to affiliates				34				42
	Accrued expenses				330				367
	Other				395				223
		Total current liabilities			3,425				2,416
Long-term debt					1,788				2,583
Deferred credits and other liabilities
	Asset retirement obligation				3,871				3,980
	Pension obligation				12				21
	Non-pension postretirement benefits obligation				587				584
	Spent nuclear fuel obligation				897				878
	Deferred income taxes				613				506
	Unamortized investment tax credits				203				210
	Payable to affiliates				1,565				1,479
	Mark-to-market derivative liabilities				481				323
	Other				311				375
		Total deferred credits and other liabilities			8,540				8,356
		Total liabilities			13,753				13,355
Commitments and contingencies
Minority interest of consolidated subsidiary					2				44
Member’s equity
	Membership interest				3,204				2,361
	Undistributed earnings				963				761
	Accumulated other comprehensive loss				(360	)			(83	)
		Total member’s equity			3,807				3,039
Total liabilities and member’s equity				$	17,562			$	16,438

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										Accumulated
										Other				Total
		Membership				Undistributed				Comprehensive				Member’s
(In millions)		Interest				Earnings				Loss				Equity
Balance, December 31, 2004		$	2,361			$	761			$	(83	)		$	3,039
Net income			—				951				—				951
Distribution to member			—				(749	)			—				(749	)
Contribution from member			843				—				—				843
Other comprehensive loss, net of income taxes			—				—				(277	)			(277	)
Balance, September 30, 2005		$	3,204			$	963			$	(360	)		$	3,807

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1.	Basis of Presentation (Exelon, ComEd, PECO and Generation)

27

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2.	Discontinued Operations (Exelon and Generation)

Three Months Ended September 30, 2005(a)		Sithe(b)				Enterprises(c)				Total
Total operating revenues		$	—			$	5			$	5
Operating income (loss)			—				—				—
Income before income taxes and minority interest(d)			2				—				2

(a)		Results of AllEnergy were immaterial for the three months ended September 30, 2005.
(b)		Sithe was sold on January 31, 2005. Accordingly, there are no operating results for the three months ended September 30, 2005. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.
(c)		Excludes certain investments.
(d)		Represents an adjustment to the gain on sale of Sithe as a result of the expiration of certain tax indemnifications.

Nine Months Ended September 30, 2005(a)		Sithe(b)				Enterprises(c)				Total
Total operating revenues		$	30			$	14			$	44
Operating income (loss)			5				(4	)			1
Income (loss) before income taxes and minority interest(d)			20				(4	)			16

(a)		Results of AllEnergy were immaterial for the nine months ended September 30, 2005.
(b)		Sithe was sold on January 31, 2005. Accordingly, results include only one month of operations. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.
(c)		Excludes certain investments.
(d)		Sithe includes a pre-tax gain on sale of $21 million.

Three Months Ended September 30, 2004(a)		Sithe				Enterprises(b)				Total
Total operating revenues		$	102			$	15			$	117
Operating income (loss)			34				(3	)			31
Income (loss) before income taxes and minority interest			15				(10	)			5

(a)		Results of AllEnergy were immaterial for the three months ended September 30, 2004.
(b)		Excludes certain investments.

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Nine Months Ended September 30, 2004		Sithe(a)				Enterprises(b)				AllEnergy				Total
Total operating revenues		$	168			$	147			$	7			$	322
Operating income (loss)			16				(43	)			(3	)			(30	)
Income (loss) before income taxes and minority interest			(17	)			9				(3	)			(11	)

(a)		In accordance with FIN 46-R, Exelon and Generation consolidated Sithe, formerly a 50% owned subsidiary of Generation, as of March 31, 2004. As Sithe was a nonconsolidated subsidiary during the three months ended March 31, 2004, Sithe’s results of operations are not included in discontinued operations for that period. See Note 1 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding the adoption of FIN 46-R and resulting consolidation of Sithe.
(b)		Excludes certain investments.

3.	New Accounting Pronouncements (Exelon, ComEd, PECO and Generation)

	EITF 03-1

	SFAS No. 151

	SFAS No. 123-R

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			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Net income — as reported			$	725			$	568			$	1,760			$	1,501
Add: Stock-based compensation expense included in reported net income, net of income taxes				10				9				27				25
Deduct: Total stock-based compensation expense determined under fair-value method for all awards, net of income taxes(a)				(14	)			(14	)			(38	)			(40	)
Pro forma net income			$	721			$	563			$	1,749			$	1,486
Earnings per share:
	Basic earnings — as reported		$	1.08			$	0.86			$	2.63			$	2.27
	Basic earnings — pro forma		$	1.08			$	0.85			$	2.61			$	2.25
	Diluted earnings — as reported		$	1.07			$	0.85			$	2.60			$	2.25
	Diluted earnings — pro forma		$	1.06			$	0.84			$	2.59			$	2.23

(a)		The fair value of options granted was estimated using a Black-Scholes-Merton option pricing model.

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	SFAS No. 153

	FIN 47

	SFAS No. 154

31

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4.	Acquisitions and Dispositions (Exelon and Generation)

	Proposed Merger with PSEG (Exelon)

32

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	Sithe (Exelon and Generation)

33

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		Three Months Ended				Three Months Ended
		September 30, 2005(a)				September 30, 2004(b)
Operating revenues		$	—			$	99
Operating income			—				26
Net income(c)			1				—

(a)		Sithe was sold on January 31, 2005. As such, there are no operating results for the three months ended September 30, 2005.
(b)		Results include transmission congestion contract (TCC) revenues for the three months ended September 30, 2004, and are not included in the discontinued operations of Sithe (see Note 2 — Discontinued Operations for further information regarding the disposal of Sithe). These equity-method losses and TCC revenues are presented within income from continuing operations on the Consolidated Statements of Income and Comprehensive Income of Exelon and Generation.
(c)		Represents an adjustment to the gain on sale of Sithe as a result of the expiration of certain tax indemnifications.

		Nine Months Ended				Nine Months Ended
		September 30, 2005(a)				September 30, 2004(b)
Operating revenues		$	30			$	169
Operating income			5				7
Net income (loss)(c)			16				(12	)

(a)		Sithe was sold on January 31, 2005. As such, results only include one month of operations.
(b)		Results during the nine months ended September 30, 2004 include Generation’s equity-method losses from Sithe prior to its consolidation on March 31, 2004, as well as transmission congestion contract (TCC) revenues for the nine months ended September 30, 2004, and are not included in the discontinued operations of Sithe (see Note 2 — Discontinued Operations for further information regarding the disposal of Sithe). These equity-method losses and TCC revenues are presented within income from continuing operations on the Consolidated Statements of Income and Comprehensive Income of Exelon and Generation.
(c)		During the nine months ended September 30, 2005, this amount includes a pre-tax gain on sale of Sithe of $21 million.

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	Sale of Ownership Interest in Boston Generating, LLC (Exelon and Generation)

		Nine Months
		Ended
		September 30, 2004
Operating revenues		$	248
Operating loss			(47	)
Net income(a)			24

(a)		Net income for 2004 includes an after-tax gain of $52 million related to the sale of Boston Generating in the second quarter of 2004.

5.	Regulatory Issues (Exelon, ComEd, PECO and Generation)

	Exelon and ComEd

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6.	Intangible Assets (Exelon, ComEd and Generation)

	Goodwill (Exelon and ComEd)

Balance as of January 1, 2005(a)		$	4,705
Resolution of certain tax matters(b)			(9	)
Balance as of September 30, 2005(a)		$	4,696

(a)		Exelon’s goodwill balance at January 1 and September 30, 2005 is held at ComEd, which is included in the Energy Delivery segment. See Note 15 — Segment Information for further information regarding Exelon’s segments.
(b)		Adjustment related to income tax refund claims and interest thereon. See Note 13 — Commitments and Contingencies for further information.

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	Other Intangible Assets (Exelon and Generation)

			September 30, 2005												December 31, 2004
							Accumulated												Accumulated
			Gross				Amortization				Net				Gross				Amortization				Net
Generation amortized intangible assets:
	Energy purchase agreement(a)		$	—			$	—			$	—			$	384			$	(27	)		$	357
	Tolling agreement(a)			—				—				—				73				(5	)			68
	Other			—				—				—				6				(6	)			—
Total Generation amortized intangible assets				—				—				—				463				(38	)			425
Exelon amortized intangible assets:
	Synthetic fuel investments(b)			264				(104	)			160				264				(56	)			208
Total Exelon amortized intangible assets				264				(104	)			160				727				(94	)			633
Exelon other intangible assets:
	Intangible pension asset			171				—				171				171				—				171
Total Exelon intangible assets			$	435			$	(104	)		$	331			$	898			$	(94	)		$	804

(a)		See Note 3 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for a description of Sithe’s intangible assets. These intangible assets were eliminated from the Consolidated Balance Sheets of Exelon and Generation upon the sale of Sithe on January 31, 2005. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.
(b)		See Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for a description of Exelon’s right to acquire tax credits through investments in synthetic fuel-producing facilities. In addition, see Note 10 — Income Taxes.

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7.	Debt (Exelon, ComEd, PECO and Generation)

	Commercial Paper

Borrower		September 30, 2005				December 31, 2004
Exelon		$	—			$	490
ComEd			146				—
PECO			—				—
Generation			—				—

	Short-Term Debt

	Issuance of Long-Term Debt

Interest

Company

Type

Rate

Maturity

Amount

Exelon

Senior notes

4.45%

June 15, 2010

$

400

Exelon

Senior notes

4.90%

June 15, 2015

800

Exelon

Senior notes

5.625%

June 15, 2035

500

ComEd

Pollution Control Revenue Bonds

Variable

March 1, 2017

91

Total issuances(a)

$

1,791

(a)		Issuances exclude unamortized bond discounts.

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	Retirements and Redemptions of Long-Term Debt

Company		Type		Interest Rate				Maturity				Amount
Exelon		Notes payable for investments in synthetic fuel-producing facilities			6.00 to 8.00	%			January 2008			$	46
ComEd		Pollution Control Revenue Bonds			6.75	%			March 1, 2015				91
ComEd		First Mortgage Bonds			9.875	%			June 15, 2020				54
ComEd		First Mortgage Bonds			7.00	%			July 1, 2005				163
Other													28
Total retirements												$	382

8.	Severance Benefits (Exelon, ComEd, PECO and Generation)

										Energy
Salary Continuance Severance		ComEd				PECO				Delivery				Generation				Other				Exelon
Expense (income) recorded for three months ended September 30, 2005		$	(5	)		$	—			$	(5	)		$	(2	)		$	(2	)		$	(9	)
Expense (income) recorded for nine months ended September 30, 2005			(8	)			1				(7	)			(4	)			(1	)			(12	)

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										Energy
Salary Continuance Severance		ComEd				PECO				Delivery				Generation				Other				Exelon
Expense (income) recorded for three months ended September 30, 2004		$	11			$	(1	)		$	10			$	6			$	3			$	19
Expense recorded for nine months ended September 30, 2004			11				3				14				1				8				23

Salary Continuance Obligations		ComEd				PECO				Generation				Other				Exelon
Balance at January 1, 2005		$	28			$	7			$	16			$	18			$	69
Severance (benefits) charges recorded			(8	)			1				(4	)(a)			(1	)			(12	)(a)
Cash payments			(10	)			(5	)			(4	)			(9	)			(28	)
Balance at September 30, 2005		$	10			$	3			$	8			$	8			$	29

(a)		Excludes severance charges of $5 million related to Salem, of which Generation owns 42.59% and which is operated by PSEG.

9.	Retirement Benefits (Exelon, ComEd, PECO and Generation)

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											Other
											Postretirement
			Pension Benefits								Benefits Three
			Three Months Ended								Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Service cost			$	32			$	31			$	20			$	19
Interest cost				132				139				45				38
Expected return on assets				(190	)(a)			(152	)			(25	)			(22	)
Amortization of:
	Transition obligation (asset)			(1	)			(1	)			2				3
	Prior service cost (benefit)			4				3				(23	)			(22	)
	Actuarial loss			30				22				28				7
Special termination benefits charge(b)				—				—				—				8
Net periodic benefit cost			$	7			$	42			$	47			$	31

(a)		Increase in expected return on pension assets for the three months ended September 30, 2005 compared to 2004 was primarily attributable to discretionary pension contributions of $2 billion made during the first quarter of 2005.
(b)		ComEd and Generation were allocated special termination benefit charges related to other postretirement benefits of $6 million and $2 million, respectively.

											Other
											Postretirement
			Pension Benefits								Benefits Nine
			Nine Months Ended								Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Service cost			$	108			$	97			$	67			$	59
Interest cost				410				407				131				127
Expected return on assets				(576	)(a)			(459	)			(74	)			(68	)
Amortization of:
	Transition obligation (asset)			(3	)			(3	)			7				7
	Prior service cost (benefit)			12				11				(68	)			(60	)
	Actuarial loss			91				52				61				37
Curtailment charge(b)				—				5				—				3
Special termination benefits charge(c)				—				—				—				16
Net periodic benefit cost			$	42			$	110			$	124			$	121

(a)		Increase in expected return on pension assets for the nine months ended September 30, 2005 compared to 2004 was primarily attributable to discretionary pension contributions of $2 billion made during the first quarter of 2005.

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(b)		ComEd, PECO and Generation were allocated curtailment charges for pension and other postretirement benefits of $3 million, $2 million and $3 million, respectively.
(c)		ComEd, PECO and Generation were allocated special termination benefit charges related to other postretirement benefits of $8 million, $2 million and $4 million, respectively.

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
Pension and Postretirement Benefit Costs(a)		2005				2004				2005				2004
ComEd		$	8			$	20			$	46			$	67
PECO			11				8				22				25
Generation			24				27				73				89

(a)		Includes capital and operating and maintenance expense.

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
Savings Plan Matching Contributions		2005				2004				2005				2004
Exelon		$	15			$	15			$	44			$	43
ComEd			4				4				12				12
PECO			2				2				5				5
Generation			7				7				21				20

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10.	Income Taxes (Exelon, ComEd, PECO and Generation)

	Exelon

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.3				3.4				3.9				3.0
	Synthetic fuel-producing facilities credit(a)			(6.6	)			(6.6	)			(7.5	)			(6.9	)
	Qualified nuclear decommissioning trust fund income			0.3				0.4				0.5				0.5
	Tax-exempt income			(0.2	)			(0.3	)			(0.3	)			(0.3	)
	Amortization of investment tax credit			(0.2	)			(0.1	)			(0.3	)			(0.3	)
	Nontaxable postretirement benefits			(0.4	)			(0.2	)			(0.3	)			(0.2	)
	Low-income housing credit			—				(0.4	)			—				(0.5	)
	Manufacturer’s deduction			(0.5	)			—				(0.4	)			—
	Other			0.5				1.5				0.2				0.7
Effective income tax rate				32.2	%			32.7	%			30.8	%			31.0	%

(a)	See Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding investments in synthetic fuel-producing facilities.

	ComEd

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.8				4.8				4.8				4.8
	Plant basis differences			—				2.4				—				0.6
	Amortization of regulatory asset			0.7				0.6				0.7				0.6
	Amortization of investment tax credit			(0.2	)			(0.3	)			(0.3	)			(0.3	)
	Nontaxable postretirement benefits			(0.2	)			(0.3	)			(0.3	)			(0.3	)
	Other			0.8				1.2				0.5				0.3
Effective income tax rate				40.9	%			43.4	%			40.4	%			40.7	%

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	PECO

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			1.4				(0.2	)			(0.3	)			(0.1	)
	Amortization of investment tax credit			(0.2	)			(0.3	)			(0.3	)			(0.3	)
	Nontaxable postretirement benefits			(0.2	)			(0.2	)			(0.2	)			(0.2	)
	Plant basis differences			(0.5	)			1.9				(0.3	)			—
	Other			(2.4	)			1.2				(0.8	)			—
Effective income tax rate				33.1	%			37.4	%			33.1	%			34.4	%

	Generation

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			5.1				3.7				4.8				3.6
	Qualified nuclear decommissioning trust income			0.6				0.8				0.9				1.2
	Tax-exempt income			(0.5	)			(0.5	)			(0.5	)			(0.8	)
	Amortization of investment tax credit			(0.2	)			—				(0.2	)			(0.2	)
	Nontaxable postretirement benefits			(0.3	)			(0.2	)			(0.3	)			(0.3	)
	Manufacturer’s deduction			(1.0	)			—				(0.6	)			—
	Other			0.9				(0.4	)			(0.2	)			(0.2	)
Effective income tax rate				39.6	%			38.4	%			38.9	%			38.3	%

	Investments in Synthetic Fuel-Producing Facilities.

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		Actual				Estimated
		2004				2005
Beginning of Phase-Out Range		$	51			$	52	(a)
End of Phase-Out Range			64				66	(a)
Annual Reference Price			37				52

(a)		Estimated phase-out ranges are calculated using inflation rates published by the IRS after year-end. The inflation rate used by Exelon to estimate the 2005 phase-out range was 2%.

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		Estimated
		2005
Beginning of Phase-Out Range(a)		$	58
End of Phase-Out Range(a)			73
Annual Reference Price			58

(a)		Estimated phase-out ranges are calculated using inflation rates published by the IRS after year-end. The inflation rate used by Exelon to estimate the 2005 phase-out range was 2%.

		2005
After-Tax Non-Operating Loss		$	70
Income from Derivatives			14
After-Tax Net Loss		$	56

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	1999 Sale of Fossil Generating Assets.

11.	Nuclear Decommissioning and Nuclear Decommissioning Trust Fund Investments (Exelon and Generation)

	Nuclear Decommissioning

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		Generation				Exelon
Asset retirement obligation at January 1, 2005		$	3,980			$	3,981
Net decrease resulting from updates to estimated future cash flows			(281	)			(281	)
Liabilities disposed(a)			(3	)			(3	)
Accretion expense			185				185
Payments to decommission retired plants			(10	)			(10	)
Asset retirement obligation at September 30, 2005		$	3,871			$	3,872

(a)	The ARO of Sithe was removed from the balance sheet upon its sale on January 31, 2005.

	Nuclear Decommissioning Trust Fund Investments

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12.	Earnings Per Share and Shareholders’ Equity (Exelon)

	Share Repurchases

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	Earnings per Share

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Income from continuing operations			$	724			$	577			$	1,747			$	1,477
Income from discontinued operations				1				—				13				1
Income before cumulative effect of changes in accounting principles				725				577				1,760				1,478
Cumulative effect of changes in accounting principles				—				(9	)			—				23
Net income			$	725			$	568			$	1,760			$	1,501
Average common shares outstanding — basic				670				661				669				660
Assumed exercise of stock options				7				8				7				8
Average common shares outstanding — diluted				677				669				676				668
Earnings per average common share — Basic:
	Income from continuing operations		$	1.08			$	0.87			$	2.61			$	2.23
	Income from discontinued operations			—				—				0.02				—
	Income before cumulative effect of changes in accounting principles			1.08				0.87				2.63				2.23
	Cumulative effect of changes in accounting principles			—				(0.01	)			—				0.04
	Net income		$	1.08			$	0.86			$	2.63			$	2.27
Earnings per average common share — Diluted:
	Income from continuing operations		$	1.07			$	0.86			$	2.58			$	2.21
	Income from discontinued operations			—				—				0.02				—
	Income before cumulative effect of changes in accounting principles			1.07				0.86				2.60				2.21
	Cumulative effect of changes in accounting principles			—				(0.01	)			—				0.04
	Net income		$	1.07			$	0.85			$	2.60			$	2.25

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13.	Commitments and Contingencies (Exelon, ComEd, PECO and Generation)

	Energy Commitments

	•	Power-only sales commitments of $395 million and minimum fuel purchase commitments of $217 million were eliminated after the sale of Sithe on January 31, 2005.
	•	During the second quarter of 2005, in the normal course of business, Generation entered into long-term contracts for uranium enrichment services, increasing commitments by $122 million and $272 million for 2008-2009 and 2010 and beyond, respectively.
	•	During the third quarter of 2005, in the normal course of business, Generation entered into long-term contracts for uranium, increasing commitments by $132 million and $128 million for 2008-2009 and 2010 and beyond, respectively.

	Commercial Commitments

	•	Letters of credit decreased $109 million, primarily as a result of the sale of Sithe. See Note 4 — Acquisitions and Dispositions for further discussion.
	•	Guarantees decreased $1.6 billion, primarily as a result of American Nuclear Insurers’ release of Exelon from the parent guarantee of $1.4 billion for Generation’s obligations and the release of guarantees of $200 million related to the wind-down of Enterprises’ operations.

	Environmental Liabilities

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		Total
		Environmental
		Investigation and				Portion of Total Related
		Remediation				to MGP Investigation
September 30, 2005		Reserve				and Remediation(a)
ComEd		$	55			$	49
PECO			50				44
Generation			13				—
Exelon		$	118			$	93

(a)		Discounted.

		Total
		Environmental
		Investigation and				Portion of Total Related
		Remediation				to MGP Investigation
December 31, 2004		Reserve				and Remediation(a)
ComEd		$	61			$	55
PECO			47				41
Generation			16				—
Exelon		$	124			$	96

(a)		Discounted.

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	Leases

	•	In the third quarter of 2005, Exelon Business Services Company (BSC) entered into an operating lease to rent a portion of a building from January 1, 2007 through September 30, 2022. BSC is obligated to pay its proportionate share of the building’s property taxes and operating expenses. Total rent expense over the life of the lease agreement will be approximately $51.4 million, which includes fixed escalation clauses. In addition, the lease provides for two five-year renewal options.

	Litigation

	Exelon

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	Generation

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	PECO and Generation

	Exelon, PECO and Generation

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	Exelon, ComEd, PECO and Generation

	Income Tax Refund Claims

	Jointly Owned Electric Utility Plant

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14.	Supplemental Financial Information (Exelon, ComEd, PECO and Generation)

	Supplemental Income Statement Information

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
Exelon			2005				2004				2005				2004
Investment income			$	2			$	1			$	7			$	5
Gain on disposition of assets and investments, net(a)				1				1				9				14
Impairment of investments				—				(9	)			—				(14	)
Gain on sale of Boston Generating				—				—				—				85
Net loss on extinguishment of long-term debt				—				(106	)			—				(106	)
Loss on settlement of cash-flow interest-rate swaps(b)				(15	)			—				(15	)			—
Decommissioning-related activities:
	Decommissioning trust fund income(c)			27				31				106				89
	Decommissioning trust fund income — AmerGen(c)			9				9				68				28
	Other-than-temporary impairment of decommissioning trust funds(d)			—				(260	)			(12	)			(260	)
	Other-than-temporary impairment of decommissioning trust funds — AmerGen			—				(7	)			(2	)			(7	)
	Regulatory offset to non-operating decommissioning-related activities(e)			(27	)			229				(94	)			171
Net direct financing lease income				5				6				16				17
Allowance for funds used during construction (AFUDC), equity				1				1				4				3
Other				9				2				24				21
Other, net			$	12			$	(102	)		$	111			$	46

(a)		See Note 4 — Acquisitions and Dispositions for further discussion. Excludes gains (losses) related to Sithe and certain components of Enterprises as they have been classified as discontinued operations.
(b)		See Note 17 — Derivative Financial Instruments for further discussion of the loss on settlement of cash-flow interest-rate swaps.
(c)		Includes investment income and realized gains and losses.
(d)		As both realized and unrealized losses are included as a reduction in the fair value of the investments and in the fair value of the regulatory liability, the realization of these losses associated with the former ComEd and PECO plants had no impact on Exelon’s or Generation’s results of operations or financial position.
(e)		Includes the elimination of non-operating decommissioning-related activity for those units that are subject to regulatory accounting, including the elimination of decommissioning trust fund income and other-than-temporary impairments for certain nuclear units. See Notes 14 and 16 of Exelon’s Notes to Consolidated Financial Statements

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		within Exelon’s Annual Report on 2004 Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
ComEd		2005				2004				2005				2004
Investment income		$	1			$	1			$	3			$	2
Gain (loss) on disposition of assets and investments, net			—				(1	)			4				1
Loss on settlement of cash-flow interest-rate swaps(a)			(15	)			—				(15	)			—
AFUDC, equity			1				—				3				2
Other			3				(1	)			5				1
Other, net		$	(10	)		$	(1	)		$	—			$	6

(a)		See Note 17 — Derivative Financial Instruments for further discussion of the loss on settlement of cash-flow interest-rate swaps.

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
PECO		2005				2004				2005				2004
Investment income		$	1			$	—			$	4			$	3
Gain on disposition of assets and investments, net			1				2				5				4
AFUDC, equity			—				1				1				1
Other, net		$	2			$	3			$	10			$	8

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			Three Months								Nine Months
			Ended,								Ended
			September 30,								September 30,
Generation			2005				2004				2005				2004
Decommissioning-related activities:
	Decommissioning trust fund income(a)		$	27			$	31			$	106			$	89
	Decommissioning trust fund income — AmerGen(a)			9				9				68				28
	Other-than-temporary impairment of decommissioning trust funds(b)			—				(260	)			(12	)			(260	)
	Other-than-temporary impairment of decommissioning trust funds — AmerGen			—				(7	)			(2	)			(7	)
	Regulatory offset to non-operating decommissioning-related activities(c)			(27	)			229				(94	)			171
Gain on sale of Boston Generating				—				—				—				85
Other				4				2				16				12
Other, net(d)			$	13			$	4			$	82			$	118

(a)		Includes investment income and realized gains and losses.
(b)		As both realized and unrealized losses are included as a reduction in the fair value of the investments and in the fair value of the regulatory liability, the realization of these losses associated with the former ComEd and PECO plants had no impact on Exelon’s or Generation’s results of operations or financial position.
(c)		Includes the elimination of non-operating decommissioning-related activity for those units that are subject to regulatory accounting, including the elimination of decommissioning trust fund income and other-than-temporary impairments for certain nuclear units. See Notes 14 and 16 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s Annual Report on 2004 Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.
(d)		Excludes gains (losses) related to Sithe, which have been classified as discontinued operations.

	Supplemental Balance Sheet Information

		September 30,				December 31,
Exelon and ComEd		2005				2004
Regulatory assets (liabilities)
Nuclear decommissioning		$	(1,505	)		$	(1,433	)
Removal costs			(1,040	)			(1,011	)
Reacquired debt costs and interest-rate swap settlements			110				118
Recoverable transition costs			55				87
Deferred income taxes			6				4
Other			31				31
Total		$	(2,343	)		$	(2,204	)

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		September 30,				December 31,
Exelon and PECO		2005				2004
Regulatory assets (liabilities)
Competitive transition charge		$	3,625			$	3,936
Deferred income taxes			762				747
Non-pension postretirement benefits			47				52
Reacquired debt costs			38				42
MGP regulatory asset(a)			25				32
U.S. Department of Energy facility decommissioning			15				19
Nuclear decommissioning			(61	)			(46	)
Other			9				8
Long-term regulatory assets			4,460				4,790
Deferred energy costs (current asset)			24				71
Total		$	4,484			$	4,861

(a)	See Note 13 — Commitments and Contingencies for further information.

September 30, 2005			Exelon				ComEd				PECO				Generation
Property, plant and equipment:
	Accumulated depreciation		$	7,685			$	1,170			$	2,179			$	4,215
Accounts receivable:
	Allowance for uncollectible accounts			74				19				37				16

December 31, 2004			Exelon				ComEd				PECO				Generation
Property, plant and equipment:
	Accumulated depreciation		$	7,229			$	1,008			$	2,165			$	3,949
Accounts receivable:
	Allowance for uncollectible accounts			93				16				52				19

			September 30,				December 31,
Exelon and Generation			2005				2004
Other current assets:
	Counterparty collateral deposits paid		$	244			$	41
Other current liabilities:
	Counterparty collateral deposits received			148				44

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15.	Segment Information (Exelon, ComEd, PECO and Generation)

	Three Months Ended September 30, 2005 and 2004

		Energy												Intersegment
		Delivery				Generation				Other(a)				Eliminations				Exelon
Total revenues:(b)
2005		$	3,270			$	2,711			$	190			$	(1,698	)		$	4,473
2004			2,844				2,151				172				(1,419	)			3,748
Intersegment revenues:
2005		$	4			$	1,504			$	190			$	(1,698	)		$	—
2004			3				1,244				172				(1,419	)			—
Income (loss) from continuing operations before income taxes and minority interest:
2005		$	626			$	553			$	(111	)		$	—			$	1,068
2004			440				502				(89	)			—				853
Income taxes:
2005		$	237			$	219			$	(112	)		$	—			$	344
2004			178				193				(92	)			—				279
Income from continuing operations:
2005		$	389			$	334			$	1			$	—			$	724
2004			262				313				2				—				577
Income (loss) from discontinued operations:
2005		$	—			$	1			$	—			$	—			$	1
2004			—				6				(6	)			—				—
Cumulative effect of a change in accounting principle:
2005		$	—			$	—			$	—			$	—			$	—
2004			—				—				(9	)			—				(9	)
Net income (loss):
2005		$	389			$	335			$	1			$	—			$	725
2004			262				319				(13	)			—				568

(a)		Other includes corporate operations, shared service entities, including BSC, Enterprises and investments in synthetic fuel-producing facilities.
(b)		Utility taxes of $71 million and $55 million are included in revenues and expenses for the three months ended September 30, 2005 and 2004, respectively, for ComEd. Utility taxes of $72 million and $59 million are included in revenues and expenses for the three months ended September 30, 2005 and 2004, respectively, for PECO.

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	Nine Months Ended September 30, 2005 and 2004

		Energy												Intersegment
		Delivery				Generation				Other(a)				Eliminations				Exelon
Total revenues:(b)
2005		$	8,483			$	6,836			$	533			$	(4,333	)		$	11,519
2004			7,853				5,978				507				(3,517	)			10,821
Intersegment revenues:
2005		$	12			$	3,789			$	532			$	(4,333	)		$	—
2004			24				2,994				499				(3,517	)			—
Income (loss) from continuing operations before income taxes and minority interest:
2005		$	1,278			$	1,530			$	(282	)		$	—			$	2,526
2004			1,426				920				(211	)			—				2,135
Income taxes:
2005		$	473			$	595			$	(289	)		$	—			$	779
2004			546				352				(237	)			—				661
Income from continuing operations:
2005		$	805			$	935			$	7			$	—			$	1,747
2004			880				571				26				—				1,477
Income (loss) from discontinued operations:
2005		$	—			$	16			$	(3	)		$	—			$	13
2004			—				(4	)			5				—				1
Cumulative effect of changes in accounting principles:
2005		$	—			$	—			$	—			$	—			$	—
2004			—				32				(9	)			—				23
Net income:
2005		$	805			$	951			$	4			$	—			$	1,760
2004			880				599				22				—				1,501
Total assets:
September 30, 2005		$	28,425			$	17,562			$	13,851			$	(16,686	)		$	43,152
December 31, 2004			27,574				16,438				13,268				(14,510	)			42,770

(a)		Other includes corporate operations, shared service entities, including BSC, Enterprises and investments in synthetic fuel-producing facilities.
(b)		Utility taxes of $192 million and $174 million are included in revenues and expenses for the nine months ended September 30, 2005 and 2004, respectively, for ComEd. Utility taxes of $177 million and $160 million are included in revenues and expenses for the nine months ended September 30, 2005 and 2004, respectively, for PECO.

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16.	Related-Party Transactions (Exelon, ComEd, PECO and Generation)

	Exelon and ComEd

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Operating revenues from affiliates
	ComEd Transitional Funding Trust		$	1			$	—			$	2			$	—
Interest expense to affiliates
	ComEd Transitional Funding Trust			15				21				51				65
	ComEd Financing II			3				3				10				10
	ComEd Financing III			4				3				10				10
Equity in losses of unconsolidated affiliates
	ComEd Funding LLC			3				4				11				13

			September 30,				December 31,
			2005				2004
Receivables from affiliates (current)
	ComEd Transitional Funding Trust		$	15			$	9
Investment in affiliates
	ComEd Funding LLC			22				36
	ComEd Financing II			10				10
	ComEd Financing III			6				6
Receivable from affiliates (noncurrent)
	ComEd Transitional Funding Trust			13				10
Payables to affiliates (current)
	ComEd Financing II			3				6
	ComEd Financing III			1				4
Long-term debt to ComEd Transitional Funding Trust and other financing trusts (including due within one year)
	ComEd Transitional Funding Trust			1,063				1,341
	ComEd Financing II			155				155
	ComEd Financing III			206				206

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			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Operating revenues from affiliates
	Generation(a)		$	2			$	—			$	6			$	16
	Enterprises(a)			—				—				—				1
Purchased power from affiliate
	PPA with Generation(b)			991				827				2,514				1,870
Operations and maintenance from affiliates
	BSC(c)			50				42				139				125
Interest income from affiliates
	UII(d)			—				5				—				13
	Exelon intercompany money pool(e)			—				1				3				2
	Other			—				—				—				1
Capitalized costs
	BSC(c)			16				17				46				45
Cash dividends paid to parent				107				112				352				320

			September 30,				December 31,
			2005				2004
Receivables from affiliates (current)
	Other		$	1			$	1
Contributions to Exelon intercompany money pool(e)				—				308
Receivables from affiliates (noncurrent)
	Generation(f)			1,504				1,433
	Exelon Enterprises(g)			22				—
Payables to affiliates (current)
	Generation decommissioning(h)			11				11
	Generation(a, b)			233				189
	BSC(c)			18				17
Borrowings from Exelon intercompany money pool(e)				110				—
Payables to affiliates (noncurrent)
	Generation decommissioning(h)			11				11
	Other			5				6
Shareholders’ equity — receivable from parent(i)				—				125

(a)		ComEd provides retail electric and ancillary services to Generation. ComEd provided electric and ancillary services to certain Enterprises companies which were sold in 2004. Prior to joining PJM on May 1, 2004, ComEd also provided transmission services to Generation and Enterprises.

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(b)		ComEd has entered into a full-requirements purchase power agreement (PPA), as amended, with Generation. See Note 15 of ComEd’s Notes to Consolidated Financial Statements within ComEd’s 2004 Annual Report on Form 10-K for more information regarding the PPA.
(c)		ComEd receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, supply management services, planning and engineering of delivery systems, management of construction, maintenance and operations of the transmission and delivery systems and management of other support services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(d)		ComEd had a note and interest receivable with a variable rate of the one month forward LIBOR rate plus 50 basis points from UII, LLC (successor to Unicom Investments Inc.) relating to ComEd’s December 1999 fossil plant sale. The note was paid in full during 2004.
(e)		ComEd participates in Exelon’s intercompany money pool. ComEd earns interest on its contributions to the money pool and pays interest on its borrowings from the money pool at a market rate of interest.
(f)		ComEd has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to ComEd for payment to ComEd’s customers. For further information see Note 10 of ComEd’s Notes to Consolidated Financial Statements within ComEd’s 2004 Annual Report on Form 10-K information.
(g)		As of September 30, 2005 and December 31, 2004, ComEd had an outstanding note receivable from Exelon Enterprises in the amount of $22 million. The note matures on December 31, 2008. As of December 31, 2004, ComEd also had a note payable to Exelon Enterprises in the amount of $22 million, which was repaid during the third quarter of 2005.
(h)		ComEd has a short-term and long-term payable to Generation, primarily representing ComEd’s legal requirements to remit collections of nuclear decommissioning costs from its customers to Generation.
(i)		ComEd had a non-interest bearing receivable from Exelon related to a corporate restructuring in 2001. The receivable was settled in 2005.

	Exelon and PECO

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Operating revenues from affiliate
	PETT(a)		$	2			$	2			$	7			$	7
Interest expense to affiliates
	PETT			52				58				162				178
	PECO Trust III			2				2				5				5
	PECO Trust IV			1				1				4				4
Equity in losses of unconsolidated affiliates
	PETT			4				6				12				19

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			September 30,				December 31,
			2005				2004
Investment in affiliates
	PETT		$	67			$	77
	PECO Energy Capital Corp			4				4
	PECO Trust IV			6				6
Payables to affiliates (current)
	PECO Trust III			2				1
	PECO Trust IV			2				—
Long-term debt to PETT and other financing trusts (including due within one year)
	PETT			3,095				3,456
	PECO Trust III			81				81
	PECO Trust IV			103				103

(a)		PECO receives a monthly service fee from PETT based on a percentage of the outstanding balance of all series of transition bonds.

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Operating revenues from affiliate
	Generation(a)		$	2			$	3			$	6			$	7
Purchased power from affiliate
	Generation(b)			513				409				1,273				1,108
Fuel from affiliate
	Generation(c)			—				7				1				14
Operating and maintenance from affiliates
	BSC(d)			28				26				80				77
	Other			—				—				1				—
Interest income from affiliates
	Other			—				—				1				—
Capitalized costs
	BSC(d)			14				6				26				15
Cash dividends paid to parent				116				96				347				276

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			September 30,				December 31,
			2005				2004
Contributions to Exelon intercompany money pool(e)			$	—			$	34
Receivable from affiliate (noncurrent)
	Generation decommissioning(f)			61				46
Payables to affiliates (current)
	Generation(b)			150				125
	BSC(d)			32				20
Borrowings from Exelon intercompany money pool(e)				7				—
Shareholder’s equity — receivable from parent(g)				1,267				1,482

(a)		PECO provides energy to Generation for Generation’s own use.
(b)		PECO has entered into a PPA with Generation. See Note 14 of PECO’s Notes to Consolidated Financial Statements within PECO’s 2004 Annual Report on Form 10-K for more information regarding the PPA.
(c)		Effective April 1, 2004, PECO entered into a one-year gas procurement agreement with Generation.
(d)		PECO receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, supply management services, planning and engineering of delivery systems, management of construction, maintenance and operations of the transmission and delivery systems and management of other support services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(e)		PECO participates in Exelon’s intercompany money pool. PECO earns interest on its contributions to the money pool at a market rate of interest, and pays interest on its borrowings from the money pool at a market rate of interest.
(f)		PECO has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct, whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to PECO for payment to PECO’s customers. See Note 9 of PECO’s Notes to Consolidated Financial Statements within PECO’s 2004 Annual Report on Form 10-K for further information.
(g)		PECO has a non-interest bearing receivable from Exelon related to the 2001 corporate restructuring. The receivable is expected to be settled over the years 2005 through 2010.

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	Generation

			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Operating revenues from affiliates
	ComEd(a)		$	991			$	827			$	2,514			$	1,870
	PECO(a)			513				416				1,274				1,122
	BSC(c)			—				1				1				2
Purchased power from affiliates
	ComEd(b)			—				(2	)			—				10
Fuel from affiliates
	PECO(b)			—				1				1				1
Operating and maintenance from affiliates
	ComEd(b)			2				2				6				6
	PECO(a)			2				2				5				6
	BSC(c)			64				62				190				188
Interest expense to affiliates
	Exelon intercompany money pool(d)			—				1				2				3
Cash distribution paid to member				430				61				749				170
Cash contribution received from member				—				—				843				6

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			September 30,				December 31,
			2005				2004
Receivables from affiliates (current)
	ComEd(a)		$	233			$	189
	ComEd decommissioning(f)			11				11
	PECO(a)			150				125
	BSC(c)			—				7
Note receivable from affiliate (noncurrent)
	ComEd decommissioning(f)			11				11
Payables to affiliates (current)
	Exelon(e)			3				42
	BSC(c)			31				—
Borrowings from Exelon intercompany money pool(d)				—				283
Payables to affiliates (noncurrent)
	ComEd decommissioning(g)			1,504				1,433
	PECO decommissioning(g)			61				46

(a)		Generation has entered into PPAs with ComEd and PECO, as amended, to provide the full energy requirements of ComEd and PECO. Effective April 1, 2004, Generation entered into a one-year gas supply agreement with PECO. See Note 16 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.
(b)		Generation purchases retail electric and ancillary services from ComEd and buys power from PECO for Generation’s own use. In order to facilitate payment processing, ComEd processes certain invoice payments on behalf of Generation. Prior to joining PJM on May 1, 2004, ComEd also provided transmission services to Generation. Amounts charged by ComEd to Generation for transmission have been recorded as intercompany purchased power by Generation. See Note 16 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.
(c)		Generation receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized. Some third-party reimbursements due Generation are recovered through BSC.
(d)		Generation participates in Exelon’s intercompany money pool. Generation earns interest on its contributions to the money pool, and pays interest on its borrowings from the money pool at a market rate of interest.
(e)		In order to facilitate payment processing, Exelon processes certain invoice payments on behalf of Generation.
(f)		Generation has a short-term and a long-term receivable from ComEd, primarily representing ComEd’s legal requirements to remit collections of nuclear decommissioning costs from its customers to Generation resulting from the 2001 corporate restructuring. See Note 13 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.
(g)		Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 13 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on

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		Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.

17.	Derivative Financial Instruments (Exelon, ComEd and Generation)

	Interest-Rate Swaps (Exelon and ComEd)

												September 30,				December 31,
		Notional										2005				2004
Company		Amount				Company Pays		Counterparty Pays				Fair Value				Fair Value
Fair-Value Hedges(a)
ComEd		$	240			3 Month LIBOR			6.15%			$	1			$	9
						plus 1.12% — 1.60%
Net deferred gains												$	1			$	9

(a)		At September 30, 2005, the Registrants’ did not have any interest-rate swaps outstanding that were designated as cash-flow hedges.

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	Energy-Related Derivatives (Exelon and Generation)

		Generation
																						Exelon
		Cash-Flow				Other				Proprietary								Other(a)				Energy-Related
Derivatives		Hedges				Derivatives				Trading				SubTotal				Derivatives				Derivatives(b)
Current assets		$	772			$	458			$	10			$	1,240			$	—			$	1,240
Noncurrent assets			184				42				141				367				28				395
Total mark-to-market energy contract assets		$	956			$	500			$	151			$	1,607			$	28			$	1,635
Current liabilities		$	(1,332	)		$	(348	)		$	(4	)		$	(1,684	)		$	—			$	(1,684	)
Noncurrent liabilities			(295	)			(46	)			(140	)			(481	)			—				(481	)
Total mark-to-market energy contract liabilities		$	(1,627	)		$	(394	)		$	(144	)		$	(2,165	)		$	—			$	(2,165	)
Total mark-to-market energy contract net assets (liabilities)		$	(671	)		$	106			$	7			$	(558	)		$	28			$	(530	)

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(a)		Other includes corporate operations, shared service entities, including Exelon Business Services Company (BSC), Enterprises and investments in synthetic fuel-producing facilities.
(b)		Excludes Exelon’s interest-rate swaps.

	Cash-Flow Hedges (Generation)

		Total Cash-Flow
		Hedge OCI Activity,
Three Months Ended September 30, 2005		Net of Income Tax
Accumulated OCI derivative loss at July 1, 2005		$	(224	)
Changes in fair value			(273	)
Reclassifications from OCI to net income			92
Accumulated OCI derivative loss at September 30, 2005		$	(405	)

		Total Cash-Flow
		Hedge OCI Activity,
Nine Months Ended September 30, 2005		Net of Income Tax
Accumulated OCI derivative loss at January 1, 2005		$	(137	)
Changes in fair value			(477	)
Reclassifications from OCI to net income			209
Accumulated OCI derivative loss at September 30, 2005		$	(405	)

		Total Cash-Flow
		Hedge OCI Activity,
Three Months Ended September 30, 2004		Net of Income Tax
Accumulated OCI derivative loss at July 1, 2004		$	(290	)
Changes in fair value			(1	)
Reclassifications from OCI to net income			75
Accumulated OCI derivative loss at September 30, 2004		$	(216	)

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		Total Cash-Flow
		Hedge OCI Activity,
Nine Months Ended September 30, 2004		Net of Income Tax
Accumulated OCI derivative loss at January 1, 2004		$	(133	)
Changes in fair value			(311	)
Reclassifications from OCI to net income			226
Exelon Energy opening balance			2
Accumulated OCI derivative loss at September 30, 2004		$	(216	)

	Other Derivatives (Exelon and Generation)

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18.	Subsequent Events (Exelon and ComEd)

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation

	•	Energy Delivery, whose businesses include the purchase and regulated retail sale of electricity and distribution and transmission services by Commonwealth Edison Company (ComEd) in northern Illinois and PECO Energy Company (PECO) in southeastern Pennsylvania and the purchase and retail sale of natural gas and distribution services by PECO in the Pennsylvania counties surrounding the City of Philadelphia.
	•	Generation, whose business consists principally of the electric generating facilities and wholesale energy marketing operations of Exelon Generation Company, LLC (Generation), the competitive retail sales business of Exelon Energy Company and certain other generation projects.

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	•	higher margins on Generation’s wholesale market sales;
	•	increased retail deliveries at ComEd and PECO due to favorable weather;
	•	unrealized mark-to-market gains from non-trading activities;
	•	reduced severance and severance-related charges;
	•	and premiums and other charges associated with the 2004 debt repurchases under ComEd’s accelerated liability management plan.

	•	increased purchased power expense at Generation due to i) higher market prices, ii) increased sales to ComEd and PECO at fixed, below-market rates resulting from hot summer weather and an increase in the number of customers returning from alternative electric suppliers, and iii) increased unplanned outage days for Generation’s nuclear units;
	•	increased operating and maintenance expenses; and
	•	a gain recorded in 2004 from the reimbursement of costs incurred prior to 2004 under the Department of Energy settlement (DOE Settlement) related to spent nuclear fuel storage.

	•	higher margins on Generation’s wholesale market sales;
	•	favorable weather;
	•	unrealized mark-to-market gains from non-trading activities;
	•	realized gains related to the decommissioning trust fund investments for the AmerGen plants;

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	•	lower interest expense due to debt retirements;
	•	reduced severance and severance-related charges; and
	•	premiums and other charges associated with the 2004 debt repurchases related to ComEd’s accelerated liability management plan.

	•	a reserve recorded for estimated future asbestos-related bodily injury claims;
	•	the sale of Boston Generating in 2004;
	•	a gain recorded in 2004 as a cumulative effect of a change in accounting principle due to Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46 (revised December 2003), “Consolidation of Variable Interest Entities” (FIN 46-R); and
	•	a gain recorded in 2004 from the reimbursement of costs incurred prior to 2004 under the DOE Settlement related to spent nuclear fuel storage.

	•	Proposed Merger with PSEG — On July 19, 2005, the shareholders of Public Service Enterprise Group Incorporated (PSEG) approved the proposed merger of PSEG with and into Exelon (Merger). On July 22, 2005, Exelon’s shareholders approved the issuance of Exelon shares pursuant to the Merger.

	•	Sale of Sithe Energies, Inc. (Sithe) — On January 31, 2005, subsidiaries of Generation completed a series of transactions that resulted in Generation’s sale of its investment in Sithe. Specifically, subsidiaries of Generation closed on the acquisition of Reservoir Capital Group’s 50% interest in Sithe and the sale of 100% of Sithe to Dynegy, Inc. (Dynegy). Prior to closing on the sale to Dynegy, subsidiaries of Generation received from Sithe approximately $65 million in cash distributions. As a result of the sale, Exelon and Generation deconsolidated from their balance sheets approximately $820 million of debt and were released from approximately $125 million of credit support. Dynegy acquired $32 million of cash as part of the sale of Sithe. Additionally, Exelon and Generation recorded $55 million of liabilities related to certain indemnifications provided by Generation to Dynegy and other liabilities directly resulting from the transaction. These liabilities were taken into account in the determination of the net gain on sale of $19 million (before income taxes). During the three months ended September 30, 2005, Exelon and Generation recorded a $2 million decrease in such liabilities as a result of the expiration of certain tax indemnifications. As a result, Exelon and Generation’s liabilities and gain (before income taxes) related to the transaction as of September 30, 2005 were $53 million and $21 million, respectively. See Note 4 of the Combined Notes to Consolidated Financial Statements for further information regarding the sale of Generation’s investment in Sithe.

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	•	On July 1, 2005, ComEd retired $163 million of 7% First Mortgage Bonds on the scheduled maturity date using internally generated cash.

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	•	If the price at which ComEd is allowed to sell energy beginning in 2007 is below ComEd’s cost to procure electricity, there may be material adverse consequences to ComEd and, possibly, Exelon. Depending upon the resolution of various issues and whether a compromise settlement is achieved, these consequences range from operating losses; increased costs and difficulty in financing due to loss of ComEd’s investment grade credit rating and a possible reduction in the other Registrants’ credit ratings; limited or lost access for ComEd to credit markets to finance operations and capital investment; increased costs and difficulty of procuring power due to loss of ComEd’s capacity to enter into bilateral long-term energy procurement contracts, which could likely force ComEd to procure electricity at more volatile and potentially higher prices in the spot market; and, under certain circumstances, possible insolvency and bankruptcy. Moreover, to the extent ComEd is not permitted to recover its costs, ComEd’s ability to maintain and improve service may diminish and its ability to maintain reliability may be impaired. In the nearer term, these prospects could have adverse effects on ComEd’s liquidity if vendors reduce credit or shorten payment terms or if ComEd’s financing alternatives become more limited and significantly less flexible.

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	•	Exelon, through three wholly owned subsidiaries has investments in synthetic fuel- producing facilities. Section 29 of the Internal Revenue Code provides tax credits for the sale of synthetic fuel produced from coal. However, Section 29 contains a provision under which credits are phased out (i.e., eliminated) in the event crude oil prices for a year exceed certain thresholds. Based on the actual pricing to date and expected futures prices for the remaining three months of 2005, Exelon estimates that it will not exceed the threshold for a phase out of tax credits in 2005.

	The following table (in dollars) provides the estimated phase-out prices per barrel of oil and the annual Reference Price for 2006 and 2007 based on the New York Mercantile Exchange, Inc. index (NYMEX):

		Estimated				Estimated
		2006				2007
Beginning of Phase-Out Range(a)		$	59			$	61
End of Phase-Out Range(a)			75				76
Annual Reference Price			66				65

	(a)	Estimated phase-out ranges are calculated using inflation rates published by the IRS after year-end. The inflation rate used by Exelon to estimate the 2006 and 2007 phase-out ranges was 2%.

	Based on the table above, the estimated annual Reference Price based on the NYMEX would have to exceed $59 and $61 in 2006 and 2007, respectively, for a phase-out to begin. As of September 30, 2005, Exelon estimates that there could be a significant phase out of tax credits in 2006 and 2007 based on the expected futures prices.
	The variable components of the purchase price are subject to refund from the operators of the facilities to the extent that there is a tax credit phase-out. Given the refundable nature of the variable components of the purchase price and operating losses paid to the sellers and operators of the facilities, respectively, Exelon’s results of operations and cash flows are not anticipated to be affected by a phase-out of tax credits due to a rise in crude oil prices to the extent of these variable components (notwithstanding the differences in the timing of refundable variable payments and the associated refunds). However, Exelon’s results of operations and cash flows could be negatively affected to the extent that Exelon is not allocated enough tax credits to cover the principal and interest payments due on the non-recourse notes representing the non-refundable fixed component of the purchase price.
	Absent any efforts to mitigate market price exposure, a phase out could result in the reduction of the non-operating net income generated by the investments and could result in an estimated after-tax non-operating loss of up to $70 million per year in the event all tax credits are completely eliminated. In 2005, Exelon and Generation entered into certain derivatives in the normal course of trading operations to economically hedge a portion of this exposure. These derivatives could result in after-tax cash proceeds to Exelon of up to $14 million, $42 million and $42 million in 2005, 2006 and 2007, respectively, in the event the tax credits are completely phased-out. See Note 10 of the Combined Notes to the Consolidated Financial Statements for further information regarding Exelon’s investments in synthetic fuel-producing facilities.

	•	As of September 30, 2005, Hurricanes Katrina and Rita have not significantly affected the Registrants’ results of operations and cash flows. However, the cost of certain supplies and lead time to order these supplies may increase significantly in 2006. The Registrants are currently assessing and will continue to monitor these potential impacts.
	•	The Governor of Pennsylvania issued a press release on October 19, 2005 requesting the utility companies within Pennsylvania to make various concessions to low income customers during the upcoming heating season, including increasing the Customer Assistance Program participation, amortizing the cost of gas price increases over greater than the normal twelve-month period and deferring rate increases until after the heating season. This request is in response to the anticipated high costs of gas this coming winter. PECO is currently reviewing the request of the Governor and has not yet determined the impact, if any, on its results of operations or cash flows.

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	Three Months Ended September 30, 2005 Compared To Three Months Ended September 30, 2004

		Three Months
		Ended
		September 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Operating revenues		$	4,473			$	3,748			$	725
Purchased power and fuel expense			1,681				1,233				(448	)
Operating and maintenance expense			911				778				(133	)
Depreciation and amortization			358				362				4
Operating income			1,312				1,198				114
Other income and deductions			(244	)			(345	)			101
Income from continuing operations before income taxes and minority interest			1,068				853				215
Income from continuing operations			724				577				147
Income from discontinued operations			1				—				1
Income before cumulative effect of a change in accounting principle			725				577				148
Net income			725				568				157
Diluted earnings per share			1.07				0.85				0.22

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	Results of Operations by Business Segment

	Net Income from Continuing Operations by Business Segment

		Three Months
		Ended
		September 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	389			$	262			$	127
Generation			334				313				21
Other(a)			1				2				(1	)
Total		$	724			$	577			$	147

(a)	Other includes corporate operations, shared service entities, including BSC, Enterprises, investments in synthetic fuel- producing facilities and intersegment eliminations.

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	Net Income by Business Segment

		Three Months
		Ended
		September 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	389			$	262			$	127
Generation			335				319				16
Other(a)			1				(13	)			14
Total		$	725			$	568			$	157

(a)	Other includes corporate operations, shared service entities, including BSC, Enterprises, investments in synthetic fuel- producing facilities and intersegment eliminations.

	Results of Operations — Energy Delivery

				Three Months
				Ended
				September 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	3,270			$	2,844			$	426
Operating expenses
	Purchased power and fuel expense				1,708				1,400				(308	)
	Operating and maintenance				354				353				(1	)
	Depreciation and amortization				270				248				(22	)
	Taxes other than income				155				132				(23	)
		Total operating expense			2,487				2,133				(354	)
Operating income					783				711				72
Other income and deductions
	Interest expense				(141	)			(162	)			21
	Distributions on preferred securities of subsidiaries				(1	)			(1	)			—
	Equity in losses of unconsolidated affiliates				(7	)			(10	)			3
	Net loss on extinguishment of long-term debt				—				(106	)			106
	Other, net				(8	)			8				(16	)
		Total other income and deductions			(157	)			(271	)			114
Income before income taxes					626				440				186
Income taxes					237				178				(59	)
Net income				$	389			$	262			$	127

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																			Total
			ComEd				PECO				Total				PECO				Increase
			Electric				Electric				Electric				Gas				(Decrease)
Weather			$	287			$	61			$	348			$	—			$	348
Customer choice				20				40				60				—				60
Volume				(33	)			61				28				(1	)			27
Rate changes and mix				(38	)			32				(6	)			4				(2	)
	Retail revenue			236				194				430				3				433
PJM transmission				(12	)			—				(12	)			—				(12	)
T&O/SECA rates				(3	)			1				(2	)			—				(2	)
Other				7				(4	)			3				4				7
Wholesale and miscellaneous revenues				(8	)			(3	)			(11	)			4				(7	)
Increase in operating revenues			$	228			$	191			$	419			$	7			$	426

			ComEd								PECO
			Three Months								Three Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Retail customers purchasing energy from an alternative electric supplier:
	Volume (in gigawatthours (GWhs))(a)			5,176				5,331				516				1,309
	Percentage of total retail deliveries			19	%			23	%			5	%			13	%
Retail customers purchasing energy from an alternative electric supplier or the ComEd PPO:
	Number of customers			21,500				21,600				65,500				281,600
	Percentage of total retail customers			(b	)%			(b	)%			4	%			18	%
	Volume (GWhs)			8,367				8,106				516				1,309
	Percentage of total retail deliveries			31	%			34	%			5	%			13	%

(a)	One GWh is the equivalent of one million kilowatthours (kWh).

(b)	Less than one percent.

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																		Total
		ComEd				PECO				Total				PECO				Increase
		Electric				Electric				Electric				Gas				(Decrease)
Weather		$	148			$	24			$	172			$	—			$	172
Prices			25				34				59				4				63
Customer choice			18				40				58				—				58
Volume			(7	)			22				15				—				15
T&O collections			9				—				9				—				9
SECA rates			(13	)			3				(10	)			—				(10	)
PJM transmission			(12	)			3				(9	)			—				(9	)
Other			7				—				7				3				10
Increase in purchased power and fuel expense		$	175			$	126			$	301			$	7			$	308

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										Total
										Increase
		ComEd				PECO				(Decrease)
Corporate allocations		$	8			$	3			$	11
Injuries and damages(a)			—				6				6
Storm costs			4				1				5
Payroll			2				3				5
Allowance for uncollectible accounts			(1	)			4				3
Severance-related expenses(b)			(23	)			—				(23	)
Pension expense(c)			(9	)			—				(9	)
Reversal of professional fees related to income tax refund claim(d)			—				(6	)			(6	)
Other			(1	)			10				9
Increase (decrease) in operating and maintenance expense		$	(20	)		$	21			$	1

(a)	The increase in injuries and damages at PECO resulted from an annual actuarial study performed in the third quarter of 2005.

(b)	Consists of salary continuance severance costs, curtailment charges for pension and other postretirement benefits, and special termination benefit charges related to other postretirement benefits. The decrease reflects reduced severance-related activity in 2005 as compared to 2004.

(c)

Pension expense in 2005 is lower than in 2004 due in large part to significant pension plan contributions made in the first quarter of 2005. PECO made an adjustment in the third quarter due to an actuarial study, which caused pension expense to be equal to 2004. PECO expects pension expense will be lower in 2005 than in 2004 on an annual basis. See Note 9 of the Combined Notes to Consolidated Financial Statements for additional information.

(d)	See Note 13 of the Combined Notes to Consolidated Financial Statements for additional information.

										Total
										Increase
		ComEd				PECO				(Decrease)
Recoverable transition costs/ CTC amortization		$	6			$	10			$	16
Depreciation expense			4				1				5
Accelerated amortization of PECO billing system			—				3				3
Other amortization expense			(3	)			1				(2	)
Increase in depreciation and amortization expense		$	7			$	15			$	22

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										Total
										Increase
		ComEd				PECO				(Decrease)
Taxes on utility revenues(a)		$	4			$	12			$	16
Tax refund(b)			8				—				8
Other			1				(2	)			(1	)
Increase in taxes other than income		$	13			$	10			$	23

(a)	As these taxes were collected from customers and remitted to the taxing authorities and included in revenues and expenses, the increase in tax expense was offset by a corresponding increase in revenues.

(b)	During 2004, a refund was received for Illinois electricity distribution taxes.

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										Total
										Increase
		ComEd				PECO				(Decrease)
Loss on settlement of cash-flow swaps(a)		$	(15	)		$	—			$	(15	)
Interest income on long-term receivable from UII, LLC(b)			(4	)			—				(4	)
Other			4				(1	)			3
Decrease in other, net		$	(15	)		$	(1	)		$	(16	)

(a)	See Note 17 of the Combined Notes to Consolidated Financial Statements for further information.

(b)	The decrease in interest income on the long-term receivable from UII, LLC resulted from this receivable being repaid in late 2004.

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	Energy Delivery Operating Statistics and Revenue Detail

			Three Months
			Ended
			September 30,
Retail Deliveries — in GWhs(a)			2005				2004				Variance				% Change
Full service(b)
Residential				13,922				10,340				3,582				34.6	%
Small commercial & industrial				8,047				7,386				661				8.9	%
Large commercial & industrial				6,238				5,757				481				8.4	%
Public authorities & electric railroads				718				850				(132	)			(15.5)	%
	Total full service			28,925				24,333				4,592				18.9	%
PPO (ComEd only)
Small commercial & industrial				1,667				1,292				375				29.0	%
Large commercial & industrial				1,524				1,483				41				2.8	%
				3,191				2,775				416				15.0	%
Delivery only(c)
Residential				95				636				(541	)			(85.1)	%
Small commercial & industrial				1,717				2,055				(338	)			(16.4)	%
Large commercial & industrial				3,880				3,949				(69	)			(1.7)	%
				5,692				6,640				(948	)			(14.3)	%
	Total PPO and delivery only			8,883				9,415				(532	)			(5.7)	%
Total retail deliveries				37,808				33,748				4,060				12.0	%

(a)	One GWh is the equivalent of one million kilowatthours (kWh).

(b)	Full service reflects deliveries to customers taking generation service under tariffed rates.

(c)	Delivery only service reflects customers electing to receive generation service from an alternative electric supplier.

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			Three Months
			Ended
			September 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	1,481			$	1,108			$	373				33.7	%
Small commercial & industrial				749				684				65				9.5	%
Large commercial & industrial				440				397				43				10.8	%
Public authorities & electric railroads				50				58				(8	)			(13.8	)%
	Total full service			2,720				2,247				473				21.1	%
PPO (ComEd only)(b)
Small commercial & industrial				120				89				31				34.8	%
Large commercial & industrial				94				91				3				3.3	%
				214				180				34				18.9	%
Delivery only(c)
Residential				8				50				(42	)			(84.0	)%
Small commercial & industrial				37				55				(18	)			(32.7	)%
Large commercial & industrial				42				59				(17	)			(28.8	)%
				87				164				(77	)			(47.0	)%
	Total PPO and delivery only			301				344				(43	)			(12.5	)%
Total electric retail revenues				3,021				2,591				430				16.6	%
	Wholesale and miscellaneous revenue(d)			182				193				(11	)			(5.7	)%
Total electric and other revenue			$	3,203			$	2,784			$	419				15.1	%

(a)		Full service revenue reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the cost of the transmission and the distribution of the energy. PECO’s tariffed rates also include a CTC. See Note 5 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding CTC.
(b)		Revenues from customers choosing ComEd’s PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(c)		Delivery only revenue reflects revenue under tariffed rates from customers electing to receive generation service from an alternative electric supplier, which rates include a distribution charge and a CTC.
(d)		Wholesale and miscellaneous revenues include transmission revenue (including revenue from PJM), sales to municipalities and other wholesale energy sales.

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	ComEd Electric Operating Statistics and Revenue Detail

			Three Months
			Ended
			September 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				9,847				7,434				2,413				32.5	%
Small commercial & industrial				5,872				5,596				276				4.9	%
Large commercial & industrial				2,024				1,808				216				11.9	%
Public authorities & electric railroads				496				616				(120	)			(19.5	)%
	Total full service			18,239				15,454				2,785				18.0	%
PPO
Small commercial & industrial				1,667				1,292				375				29.0	%
Large commercial & industrial				1,524				1,483				41				2.8	%
				3,191				2,775				416				15.0	%
Delivery only(b)
Small commercial & industrial				1,391				1,611				(220	)			(13.7	)%
Large commercial & industrial				3,785				3,720				65				1.7	%
				5,176				5,331				(155	)			(2.9	)%
	Total PPO and delivery only			8,367				8,106				261				3.2	%
Total retail deliveries				26,606				23,560				3,046				12.9	%

(a)		Full service reflects deliveries to customers taking electric service under tariffed rates.
(b)		Delivery only service reflects customers electing to receive generation service from an alternative electric supplier.

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			Three Months
			Ended
			September 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	903			$	699			$	204				29.2	%
Small commercial & industrial				492				471				21				4.5	%
Large commercial & industrial				115				107				8				7.5	%
Public authorities & electric railroads				31				38				(7	)			(18.4	)%
	Total full service			1,541				1,315				226				17.2	%
PPO(b)
Small commercial & industrial				120				89				31				34.8	%
Large commercial & industrial				94				91				3				3.3	%
				214				180				34				18.9	%
Delivery only(c)
Small commercial & industrial				20				31				(11	)			(35.5	)%
Large commercial & industrial				40				53				(13	)			(24.5	)%
				60				84				(24	)			(28.6	)%
	Total PPO and delivery only			274				264				10				3.8	%
Total electric retail revenues				1,815				1,579				236				14.9	%
	Wholesale and miscellaneous revenue(d)			133				141				(8	)			(5.7	)%
Total operating revenues			$	1,948			$	1,720			$	228				13.3	%

(a)		Full service revenue reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the cost of the transmission and the distribution of the energy.
(b)		Revenues from customers choosing the PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(c)		Delivery only revenues reflect revenue under tariffed rates from customers electing to receive generation service from an alternative electric supplier, which includes a distribution charge and a CTC.
(d)		Wholesale and miscellaneous revenues include transmission revenue (including revenue from PJM), sales to municipalities and other wholesale energy sales.

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	PECO Electric Operating Statistics and Revenue Detail

			Three Months
			Ended
			September 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				4,075				2,906				1,169				40.2	%
Small commercial & industrial				2,175				1,790				385				21.5	%
Large commercial & industrial				4,214				3,949				265				6.7	%
Public authorities & electric railroads				222				234				(12	)			(5.1	)%
	Total full service			10,686				8,879				1,807				20.4	%
Delivery only(b)
Residential				95				636				(541	)			(85.1	)%
Small commercial & industrial				326				444				(118	)			(26.6	)%
Large commercial & industrial				95				229				(134	)			(58.5	)%
	Total delivery only			516				1,309				(793	)			(60.6	)%
Total retail deliveries				11,202				10,188				1,014				10.0	%

(a)		Full service reflects deliveries to customers taking electric service under tariffed rates.
(b)		Delivery only service reflects customers receiving electric generation service from an alternative electric supplier.

			Three Months
			Ended
			September 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	578			$	409			$	169				41.3	%
Small commercial & industrial				257				213				44				20.7	%
Large commercial & industrial				325				290				35				12.1	%
Public authorities & electric railroads				19				20				(1	)			(5.0	)%
	Total full service			1,179				932				247				26.5	%
Delivery only(b)
Residential				8				50				(42	)			(84.0	)%
Small commercial & industrial				17				24				(7	)			(29.2	)%
Large commercial & industrial				2				6				(4	)			(66.7	)%
	Total delivery only			27				80				(53	)			(66.3	)%
Total electric retail revenues				1,206				1,012				194				19.2	%
Wholesale and miscellaneous revenue(c)				49				52				(3	)			(5.8	)%
Total electric and other revenue			$	1,255			$	1,064			$	191				18.0	%

(a)		Full service revenue reflects revenue from customers taking electric service under tariffed rates, which includes the cost of energy, the cost of the transmission and the distribution of the energy and a CTC.
(b)		Delivery only revenue reflects revenue from customers receiving generation service from an alternative electric supplier, which includes a distribution charge and a CTC.
(c)		Wholesale and miscellaneous revenues include transmission revenue from PJM and other wholesale energy sales.

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	Energy Delivery’s and PECO’s Gas Sales Statistics and Revenue Detail

		Three Months
		Ended
		September 30,
Deliveries to customers (in million cubic feet (mmcf))		2005				2004				Variance				% Change
Retail sales			3,786				3,866				(80	)			(2.1	)%
Transportation			5,755				6,167				(412	)			(6.7	)%
Total			9,541				10,033				(492	)			(4.9	)%

		Three Months
		Ended
		September 30,
Revenue		2005				2004				Variance				% Change
Retail sales		$	58			$	55			$	3				5.5	%
Transportation			4				4				—				—
Resales and other			5				1				4				n.m.
Total gas revenue		$	67			$	60			$	7				11.7	%

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	Results of Operations — Generation

				Three Months
				Ended
				September 30,
												Favorable
				2005				2004				(Unfavorable)
Operating revenues				$	2,711			$	2,151			$	560
Operating expenses
	Purchased power				1,047				757				(290	)
	Fuel				441				318				(123	)
	Operating and maintenance				537				414				(123	)
	Depreciation and amortization				63				93				30
	Taxes other than income				48				41				(7	)
		Total operating expenses			2,136				1,623				(513	)
Operating income					575				528				47
Other income and deductions
	Interest expense				(33	)			(25	)			(8	)
	Equity in losses of unconsolidated affiliates				(2	)			(5	)			3
	Other, net				13				4				9
		Total other income and deductions			(22	)			(26	)			4
Income from continuing operations before income taxes and minority interest					553				502				51
Income taxes					219				193				(26	)
Income from continuing operations before minority interest					334				309				25
Minority interest					—				4				(4	)
Income from continuing operations					334				313				21
Discontinued operations
	Income from discontinued operations				—				11				(11	)
	Gain on disposal of discontinued operations				2				—				2
	Income taxes				1				5				4
		Income from discontinued operations			1				6				(5	)
Net income				$	335			$	319			$	16

		Three Months
		Ended
		September 30,
Revenue		2005				2004				Variance				% Change
Electric sales to affiliates		$	1,484			$	1,218			$	266				21.8	%
Wholesale and retail electric sales			1,038				759				279				36.8	%
Total energy sales revenue			2,522				1,977				545				27.6	%
Retail gas sales			77				55				22				40.0	%
Trading portfolio			4				1				3				n.m.
Other revenue(a)			108				118				(10	)			(8.5	)%
Total revenue		$	2,711			$	2,151			$	560				26.0	%

(a)		Includes sales related to tolling agreements, fossil fuel sales and decommissioning revenue from Energy Delivery.

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		Three Months
		Ended
		September 30,
Sales (in GWhs)		2005				2004				Variance				% Change
Electric sales to affiliates			35,773				30,040				5,733				19.1	%
Wholesale and retail electric sales			19,525				21,894				(2,369	)			(10.8	)%
Total sales			55,298				51,934				3,364				6.5	%

		Increase
		(Decrease)
Price		$	303
Volume			(24	)
Increase in wholesale and retail electric sales		$	279

		Three Months
		Ended
		September 30,
Supply Source (in GWhs)		2005				2004				Variance				% Change
Nuclear generation			35,584				35,303				281				0.8	%
Purchases — non-trading portfolio			15,393				13,563				1,830				13.5	%
Fossil and hydroelectric generation			4,321				3,068				1,253				40.8	%
Total supply			55,298				51,934				3,364				6.5	%

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		Increase
		(Decrease)
Price		$	213
Volume			241
Mark-to-market adjustments on economic hedges			(29	)
Other			(12	)
Increase in purchased power and fuel expense		$	413

			Three Months
			Ended
			September 30,
($/MWh)			2005				2004				% Change
Average electric revenue
	Electric sales to affiliates(a)		$	41.48			$	40.55				2.3	%
	Wholesale and retail electric sales			53.16				34.67				53.3	%
	Total — excluding the trading portfolio			45.61				38.07				19.8	%
Average electric supply cost(b) — excluding the trading portfolio			$	25.53			$	19.56				30.5	%
Average margin — excluding the trading portfolio			$	20.08			$	18.51				8.5	%

(a)		The increase in $/ MWh is due to higher prices in 2005 associated with Generation’s PPA with ComEd.
(b)		Average supply cost includes purchased power and fuel costs associated with electric sales. Average electric supply cost does not include purchased power and fuel costs associated with retail gas sales.

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		Increase
		(Decrease)
DOE Settlement(a)		$	52
Decommissioning-related activity			30
Payroll, benefits and pension cost			14
Nuclear operating costs			14
Tamuin International			8
Other			5
Increase in operating and maintenance expense		$	123

(a)		See Note 14 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for a full discussion of the spent nuclear fuel storage settlement agreement reached with the DOE.

		Three Months
		Ended
		September 30,
		2005				2004
Nuclear fleet capacity factor(a)			95.0	%			95.8	%
Nuclear fleet production cost per MWh(a)		$	11.77			$	10.92
Average purchased power cost for wholesale operations per MWh		$	68.02			$	55.81

(a)		Excludes Salem, which is operated by PSEG.

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	Nine Months Ended September 30, 2005 Compared To Nine Months Ended September 30, 2004

		Nine Months
		Ended
		September 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Operating revenues		$	11,519			$	10,821			$	698
Purchased power and fuel expense			4,012				3,781				(231	)
Operating and maintenance expense			2,804				2,696				(108	)
Depreciation and amortization			1,003				974				(29	)
Operating income			3,140				2,822				318
Other income and deductions			(614	)			(687	)			73
Income from continuing operations before income taxes and minority interest			2,526				2,135				391
Income from continuing operations			1,747				1,477				270
Income from discontinued operations			13				1				12
Income before cumulative effect of changes in accounting principles			1,760				1,478				282
Net income			1,760				1,501				259
Diluted earnings per share			2.60				2.25				0.35

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	Results of Operations by Business Segment

	Net Income from Continuing Operations by Business Segment

		Nine Months
		Ended
		September 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	805			$	880			$	(75	)
Generation			935				571				364
Other(a)			7				26				(19	)
Total		$	1,747			$	1,477			$	270

(a)		Other includes corporate operations, shared service entities, including BSC, Enterprises, investments in synthetic fuel-producing facilities and intersegment eliminations.

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	Net Income (Loss) by Business Segment

		Nine Months
		Ended
		September 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	805			$	880			$	(75	)
Generation			951				599				352
Other(a)			4				22				(18	)
Total		$	1,760			$	1,501			$	259

(a)		Other includes corporate operations, shared service entities, including BSC, Enterprises, investments in synthetic fuel-producing facilities and intersegment eliminations.

	Results of Operations — Energy Delivery

				Nine Months
				Ended
				September 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	8,483			$	7,853			$	630
Operating expenses
	Purchased power and fuel expense				4,588				3,639				(949	)
	Operating and maintenance				1,010				1,056				46
	Depreciation and amortization				739				704				(35	)
	Taxes other than income				421				400				(21	)
		Total operating expense			6,758				5,799				(959	)
Operating income					1,725				2,054				(329	)
Other income and deductions
	Interest expense				(435	)			(517	)			82
	Distributions on preferred securities of subsidiaries				(3	)			(3	)			—
	Equity in losses of unconsolidated affiliates				(23	)			(32	)			9
	Net loss on extinguishment of long-term debt				—				(106	)			106
	Other, net				14				30				(16	)
		Total other income and deductions			(447	)			(628	)			181
Income before income taxes					1,278				1,426				(148	)
Income taxes					473				546				73
Net income				$	805			$	880			$	(75	)

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																			Total
			ComEd				PECO				Total				PECO				Increase
			Electric				Electric				Electric				Gas				(Decrease)
Weather			$	371			$	44			$	415			$	6			$	421
Customer choice				58				88				146				—				146
Volume				(26	)			75				49				(16	)			33
Rate changes and mix				(70	)			51				(19	)			27				8
Other				(7	)			—				(7	)			—				(7	)
	Retail revenue			326				258				584				17				601
PJM transmission				49				(2	)			47				—				47
T&O/ SECA rates				(27	)			2				(25	)			—				(25	)
Other				16				3				19				(12	)			7
Wholesale and miscellaneous revenues				38				3				41				(12	)			29
Increase in operating revenues			$	364			$	261			$	625			$	5			$	630

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			ComEd								PECO
			Nine Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Retail customers purchasing energy from an alternative electric supplier:
	Volume (GWhs)(a)			14,827				15,787				1,738				3,576
	Percentage of total retail deliveries			21%				24%				6%				12	%
Retail customers purchasing energy from an alternative electric supplier or the ComEd PPO:
	Number of customers			21,500				21,600				65,500				281,600
	Percentage of total retail customers			(b	)%			(b	)%			4%				18	%
	Volume (GWhs)			23,595				22,798				1,738				3,576
	Percentage of total retail deliveries			34%				34%				6%				12	%

(a)		One GWh is the equivalent of one million kilowatthours (kWh).
(b)		Less than one percent.

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																			Total
			ComEd				PECO				Total				PECO				Increase
			Electric				Electric				Electric				Gas				(Decrease)
Prices			$	466			$	54			$	520			$	27			$	547
Weather				183				17				200				4				204
Customer choice				49				88				137				—				137
PJM transmission				49				8				57				—				57
T&O collections				13				—				13				—				13
Volume				(6	)			23				17				(12	)			5
PJM administrative fees				5				—				5				—				5
SECA rates				(30	)			7				(23	)			—				(23	)
Other				18				—				18				(14	)			4
	Increase in purchased power and fuel expense		$	747			$	197			$	944			$	5			$	949

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										Total
										Increase
		ComEd				PECO				(Decrease)
Severance-related expenses(a)		$	(36	)		$	(9	)		$	(45	)
Pension expense(b)			(17	)			(6	)			(23	)
Employee fringe benefits(c)			(14	)			(1	)			(15	)
Allowance for uncollectible accounts			(5	)			(4	)			(9	)
Environmental			(3	)			(2	)			(5	)
Contractors(d)			13				6				19
Storm costs			9				5				14
Corporate allocations			7				2				9
Injuries and damages(e)			1				6				7
PSEG Merger integration costs			—				4				4
Other			(10	)			8				(2	)
Increase (decrease) in operating and maintenance expense		$	(55	)		$	9			$	(46	)

(a)		Consists of salary continuance severance costs, curtailment charges for pension and other postretirement benefits, and special termination benefit charges related to other postretirement benefits. The decrease reflects reduced severance-related activity in 2005 as compared to 2004.
(b)		Pension expense in 2005 is lower than in 2004 due in large part to significant pension plan contributions made in the first quarter of 2005. See Note 9 of the Combined Notes to Consolidated Financial Statements for additional information.

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(c)		Excludes severance-related expenses and pension expense. Reflects fewer employees compared to prior year and an adjustment in 2005 related to medical plan fees.
(d)		The increase was primarily due to increases in vegetation management services compared to the prior year at ComEd and PECO and consulting services at ComEd related to various regulatory proceedings. See Note 5 of the Combined Notes to Consolidated Financial Statements for additional information regarding the regulatory proceedings.
(e)		The increase in injuries and damages at PECO resulted from an annual actuarial study performed in the third quarter of 2005.

										Total
										Increase
		ComEd				PECO				(Decrease)
Recoverable transition costs/ CTC amortization		$	(1	)		$	29			$	28
Depreciation expense			12				2				14
Accelerated amortization of PECO billing system			—				9				9
Other amortization expense			(12	)			(4	)			(16	)
Increase (decrease) in depreciation and amortization expense		$	(1	)		$	36			$	35

										Total
										Increase
		ComEd				PECO				(Decrease)
Taxes on utility revenues(a)		$	8			$	17			$	25
Tax refund(b)			8				—				8
Reduction in real estate tax accrual in 2005(c)			—				(6	)			(6	)
Other			(3	)			(3	)			(6	)
Increase in taxes other than income		$	13			$	8			$	21

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(a)		As these taxes were collected from customers and remitted to the taxing authorities and included in revenues and expenses, the increase in taxes expense was offset by a corresponding increase in revenues.
(b)		During 2004 a refund was received for Illinois electricity distribution taxes.
(c)		Represents a $6 million reduction of a real estate tax accrual in March 2005 following settlements between PECO and various taxing authorities related to prior year tax assessments. See Note 13 of the Combined Notes to the Financial Statements for additional information.

										Total
										Increase
		ComEd				PECO				(Decrease)
Loss on settlement of cash-flow swaps(a)		$	(15	)		$	—			$	(15	)
Interest income on long-term receivable from UII, LLC(b)			(13	)			—				(13	)
Gain on disposition of assets and investment, net			3				1				4
Other			6				2				8
Increase (decrease) in other, net		$	(19	)		$	3			$	(16	)

(a)		See Note 17 of the Combined Notes to Consolidated Financial Statements for further information.
(b)		The decrease in interest income on the long-term receivable from UII, LLC resulted from this receivable being repaid in late 2004.

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	Energy Delivery Operating Statistics and Revenue Detail

			Nine Months
			Ended
			September 30,
Retail Deliveries — (GWhs)(a)			2005				2004				Variance				% Change
Full service(b)
Residential				33,223				28,162				5,061				18.0	%
Small commercial & industrial				21,720				21,465				255				1.2	%
Large commercial & industrial				17,336				16,278				1,058				6.5	%
Public authorities & electric railroads				2,201				2,528				(327	)			(12.9	)%
	Total full service			74,480				68,433				6,047				8.8	%
PPO (ComEd only)
Small commercial & industrial				4,126				3,189				937				29.4	%
Large commercial & industrial				4,642				3,822				820				21.5	%
				8,768				7,011				1,757				25.1	%
Delivery only(c)
Residential				273				1,706				(1,433	)			(84.0	)%
Small commercial & industrial				5,592				5,990				(398	)			(6.6	)%
Large commercial & industrial				10,700				11,667				(967	)			(8.3	)%
				16,565				19,363				(2,798	)			(14.5	)%
	Total PPO and delivery only			25,333				26,374				(1,041	)			(3.9	)%
Total retail deliveries				99,813				94,807				5,006				5.3	%

(a)		One GWh is the equivalent of one million kilowatthours (kWh).
(b)		Full service reflects deliveries to customers taking generation service under tariffed rates.
(c)		Delivery only service reflects customers electing to receive generation service from an alternative electric supplier.

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			Nine Months
			Ended
			September 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	3,349			$	2,801			$	548				19.6	%
Small commercial & industrial				1,919				1,845				74				4.0	%
Large commercial & industrial				1,179				1,126				53				4.7	%
Public authorities & electric railroads				155				179				(24	)			(13.4	)%
	Total full service			6,602				5,951				651				10.9	%
PPO (ComEd only)(b)
Small commercial & industrial				285				213				72				33.8	%
Large commercial & industrial				265				221				44				19.9	%
				550				434				116				26.7	%
Delivery only(c)
Residential				21				131				(110	)			(84.0	)%
Small commercial & industrial				130				165				(35	)			(21.2	)%
Large commercial & industrial				131				169				(38	)			(22.5	)%
				282				465				(183	)			(39.4	)%
	Total PPO and delivery only			832				899				(67	)			(7.5	)%
Total electric retail revenues				7,434				6,850				584				8.5	%
	Wholesale and miscellaneous revenue(d)			521				480				41				8.5	%
Total electric and other revenue			$	7,955			$	7,330			$	625				8.5	%

(a)		Full service revenue reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the cost of the transmission and the distribution of the energy. PECO’s tariffed rates also include a CTC. See Note 5 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding CTC.
(c)		Revenues from customers choosing ComEd’s PPO include an energy charge at market rates, transmission and distribution charges and a CTC.
(d)		Delivery only revenue reflects revenue under tariffed rates from customers electing to receive generation service from an alternative electric supplier, which rates include a distribution charge and a CTC. Prior to ComEd’s full integration into PJM on May 1, 2004, ComEd’s transmission charges received from alternative electric suppliers were included in wholesale and miscellaneous revenue.
(d)		Wholesale and miscellaneous revenues include transmission revenue (including revenue from PJM), sales to municipalities and other wholesale energy sales.

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	ComEd Electric Operating Statistics and Revenue Detail

			Nine Months
			Ended
			September 30,
Retail Deliveries – (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				23,193				20,240				2,953				14.6	%
Small commercial & industrial				16,083				16,305				(222	)			(1.4	)%
Large commercial & industrial				5,907				5,008				899				18.0	%
Public authorities & electric railroads				1,548				1,842				(294	)			(16.0	)%
	Total full service			46,731				43,395				3,336				7.7	%
PPO
Small commercial & industrial				4,126				3,189				937				29.4	%
Large commercial & industrial				4,642				3,822				820				21.5	%
				8,768				7,011				1,757				25.1	%
Delivery only(b)
Small commercial & industrial				4,554				4,689				(135	)			(2.9	)%
Large commercial & industrial				10,273				11,098				(825	)			(7.4	)%
				14,827				15,787				(960	)			(6.1	)%
	Total PPO and delivery only			23,595				22,798				797				3.5	%
Total retail deliveries				70,326				66,193				4,133				6.2	%

(a)		Full service reflects deliveries to customers taking electric service under tariffed rates.
(b)		Delivery only service reflects customers electing to receive generation service from an alternative electric supplier.

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			Nine Months
			Ended
			September 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	2,027			$	1,780			$	247				13.9	%
Small commercial & industrial				1,276				1,258				18				1.4	%
Large commercial & industrial				308				286				22				7.7	%
Public authorities & electric railroads				96				119				(23	)			(19.3	)%
	Total full service			3,707				3,443				264				7.7	%
PPO(b)
Small commercial & industrial				285				213				72				33.8	%
Large commercial & industrial				265				221				44				19.9	%
				550				434				116				26.7	%
Delivery only(c)
Small commercial & industrial				78				98				(20	)			(20.4	)%
Large commercial & industrial				120				154				(34	)			(22.1	)%
				198				252				(54	)			(21.4	)%
	Total PPO and delivery only			748				686				62				9.0	%
Total electric retail revenues				4,455				4,129				326				7.9	%
	Wholesale and miscellaneous revenue(d)			367				329				38				11.6	%
Total operating revenues			$	4,822			$	4,458			$	364				8.2	%

(a)		Full service revenue reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the cost of the transmission and the distribution of the energy.
(b)		Revenues from customers choosing the PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(c)		Delivery only revenues reflect revenue under tariffed rates from customers electing to receive generation service from an alternative electric supplier, which includes a distribution charge and a CTC. Prior to ComEd’s full integration into PJM on May 1, 2004, ComEd’s transmission charges received from alternative electric suppliers were included in wholesale and miscellaneous revenue.
(d)		Wholesale and miscellaneous revenues include transmission revenue (including revenue from PJM), sales to municipalities and other wholesale energy sales.

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	PECO Electric Operating Statistics and Revenue Detail

			Nine Months
			Ended
			September 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				10,030				7,922				2,108				26.6	%
Small commercial & industrial				5,637				5,160				477				9.2	%
Large commercial & industrial				11,429				11,270				159				1.4	%
Public authorities & electric railroads				653				686				(33	)			(4.8	)%
	Total full service			27,749				25,038				2,711				10.8	%
Delivery only(b)
Residential				273				1,706				(1,433	)			(84.0	)%
Small commercial & industrial				1,038				1,301				(263	)			(20.2	)%
Large commercial & industrial				427				569				(142	)			(25.0	)%
	Total delivery only			1,738				3,576				(1,838	)			(51.4	)%
Total retail deliveries				29,487				28,614				873				3.1	%

(a)		Full service reflects deliveries to customers taking electric service under tariffed rates.
(b)		Delivery only service reflects customers receiving electric generation service from an alternative electric supplier.

			Nine Months
			Ended
			September 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	1,322			$	1,021			$	301				29.5	%
Small commercial & industrial				643				587				56				9.5	%
Large commercial & industrial				871				840				31				3.7	%
Public authorities & electric railroads				59				60				(1	)			(1.7	)%
	Total full service			2,895				2,508				387				15.4	%
Delivery only(b)
Residential				21				131				(110	)			(84.0	)%
Small commercial & industrial				52				67				(15	)			(22.4	)%
Large commercial & industrial				11				15				(4	)			(26.7	)%
	Total delivery only			84				213				(129	)			(60.6	)%
Total electric retail revenues				2,979				2,721				258				9.5	%
Wholesale and miscellaneous revenue(c)				154				151				3				2.0	%
Total electric and other revenue			$	3,133			$	2,872			$	261				9.1	%

(a)		Full service revenue reflects revenue from customers taking electric service under tariffed rates, which includes the cost of energy, the cost of the transmission and the distribution of the energy and a CTC.
(b)		Delivery only revenue reflects revenue from customers receiving generation service from an alternative electric supplier, which includes a distribution charge and a CTC.
(c)		Wholesale and miscellaneous revenues include transmission revenue from PJM and other wholesale energy sales.

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	Energy Delivery’s and PECO’s Gas Sales Statistics and Revenue Detail

		Nine Months
		Ended
		September 30,
Deliveries to customers (in million cubic feet (mmcf))		2005				2004				Variance				% Change
Retail sales			41,318				41,831				(513	)			(1.2	)%
Transportation			19,319				19,709				(390	)			(2.0	)%
Total			60,637				61,540				(903	)			(1.5	)%

		Nine Months
		Ended
		September 30,
Revenue		2005				2004				Variance				% Change
Retail sales		$	503			$	485			$	18				3.7	%
Transportation			12				13				(1	)			(7.7	)%
Resales and other			13				25				(12	)			(48.0	)%
Total gas revenue		$	528			$	523			$	5				1.0	%

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	Results of Operations — Generation

				Nine Months
				Ended
				September 30,
												Favorable
				2005				2004				(Unfavorable)
Operating revenues				$	6,836			$	5,978			$	858
Operating expenses
	Purchased power				2,014				1,863				(151	)
	Fuel				1,227				1,276				49
	Operating and maintenance				1,748				1,605				(143	)
	Depreciation and amortization				188				212				24
	Taxes other than income				122				134				12
		Total operating expenses			5,299				5,090				(209	)
Operating income					1,537				888				649
Other income and deductions
	Interest expense				(91	)			(79	)			(12	)
	Equity in earnings (losses) of unconsolidated affiliates				2				(7	)			9
	Other, net				82				118				(36	)
		Total other income and deductions			(7	)			32				(39	)
Income from continuing operations before income taxes and minority interest					1,530				920				610
Income taxes					595				352				(243	)
Income from continuing operations before minority interest					935				568				367
Minority interest					—				3				(3	)
Income from continuing operations					935				571				364
Discontinued operations
	Loss from discontinued operations				(1	)			(13	)			12
	Gain on disposal of discontinued operations				21				—				21
	Income taxes				4				(9	)			(13	)
		Income (loss) from discontinued operations			16				(4	)			20
Income before cumulative effect of a change in accounting principle					951				567				384
Cumulative effect of a change in accounting principle (net of income taxes of $22 million)					—				32				(32	)
Net income				$	951			$	599			$	352

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		Nine Months
		Ended
		September 30,
Revenue		2005				2004				Variance				% Change
Electric sales to affiliates		$	3,735			$	2,924			$	811				27.7	%
Wholesale and retail electric sales			2,481				2,501				(20	)			(0.8	)%
Total energy sales revenue			6,216				5,425				791				14.6	%
Retail gas sales			361				308				53				17.2	%
Trading portfolio			13				(2	)			15				n.m.
Other revenue(a)			246				247				(1	)			(0.4	)%
Total revenue		$	6,836			$	5,978			$	858				14.4	%

(a)		Includes sales related to tolling agreements, fossil fuel sales and decommissioning revenues from Energy Delivery.
n.m.		not meaningful.

		Nine Months
		Ended
		September 30,
Sales (in GWhs)		2005				2004				Variance				% Change
Electric sales to affiliates			92,808				83,637				9,171				11.0	%
Wholesale and retail electric sales			54,945				70,853				(15,908	)			(22.5	)%
Total sales			147,753				154,490				(6,737	)			(4.4	)%

		Increase
		(Decrease)
Price		$	436
Volume			(217	)
Sale of Boston Generating(a)			(239	)
Decrease in wholesale and retail electric sales		$	(20	)

(a)		Sales of Boston Generating of $9 million were included in other revenues for 2004.

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		Nine Months
		Ended
		September 30,
Supply Source (in GWhs)		2005				2004				Variance				% Change
Nuclear generation			103,049				102,968				81				0.1	%
Purchases — non-trading portfolio			34,000				37,158				(3,158	)			(8.5	)%
Fossil and hydroelectric generation(a)			10,704				14,364				(3,660	)			(25.5	)%
Total supply			147,753				154,490				(6,737	)			(4.4	)%

(a)		Fossil and hydroelectric supply mix changed 4,978 GWhs as a result of decreased fossil fuel generation due to the sale of Boston Generating in May 2004.

		Increase
		(Decrease)
Price		$	482
Boston Generating			(226	)
Mark-to-market adjustments on economic hedges			(87	)
Volume			(19	)
Other			(48	)
Increase in purchased power and fuel expense		$	102

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			Nine Months
			Ended
			September 30,
($/MWh)			2005				2004				% Change
Average electric revenue
	Electric sales to affiliates(a)		$	40.24			$	34.96				15.1	%
	Wholesale and retail electric sales			45.15				35.30				27.9	%
	Total — excluding the trading portfolio			42.07				35.12				19.8	%
Average electric supply cost(b) — excluding the trading portfolio			$	19.59			$	18.35				6.8	%
Average margin — excluding the trading portfolio			$	22.48			$	16.77				34.1	%

(a)		The increase in $/ MWh is due to the higher prices in 2005 associated with Generation’s PPA with ComEd.
(b)		Average supply cost includes purchased power and fuel costs associated with electric sales. Average electric supply cost does not include purchased power and fuel costs associated with retail gas sales.

		Increase
		(Decrease)
Boston Generating		$	(57	)
DOE Settlement(a)			52
Nuclear operating costs			48
Accrual for estimated future asbestos-related bodily injury claims			43
Tamuin International			34
Decommissioning-related activity			19
Other			4
Increase in operating and maintenance expense		$	143

(a)		See Note 14 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for a full discussion of the spent nuclear fuel storage settlement agreement reached with the DOE.

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		Nine Months
		Ended
		September 30,
		2005				2004
Nuclear fleet capacity factor(a)			93.5	%			94.1	%
Nuclear fleet production cost per MWh(a)		$	12.73			$	11.99
Average purchased power cost for wholesale operations per MWh		$	59.24			$	50.14

(a)		Excludes Salem, which is operated by Public Service Enterprise Group Incorporated (PSEG).

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		Nine Months Ended,
		September 30,
		2005				2004				Variance
Net income		$	1,760			$	1,501			$	259
Non-cash operating activities(a)			2,105				1,774				331
Income taxes			257				149				108
Changes in working capital and other noncurrent assets and liabilities(b)			(640	)			(11	)			(629	)
Pension contributions and postretirement healthcare benefit payments, net			(1,893	)			(259	)			(1,634	)
Net cash flows provided by operations		$	1,589			$	3,154			$	(1,565	)

(a)		Represents depreciation, amortization and accretion, deferred income taxes, cumulative effect of a change in accounting principle, impairment of investments and long-lived assets and other non-cash charges.
(b)		Changes in working capital and other noncurrent assets and liabilities exclude the changes in commercial paper, income taxes and the current portion of long-term debt.

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		Nine Months
		Ended
		September 30,
		2005				2004
Exelon		$	1,589			$	3,154
ComEd			58				867
PECO			600				790
Generation			831				1,508

	Exelon

	•	In January 2005, Exelon received a $102 million Federal income tax refund for capital losses generated in 2003 related to its investment in Sithe, which were carried back to prior periods.

	ComEd

	•	In the third quarter of 2005, ComEd settled $325 million of interest rate swaps that were designated as cash flow hedges for a loss of $15 million which was paid in October 2005. This was recorded as a pre-tax charge to net income because the underlying transaction for which these interest rate swaps were entered into is no longer probable of occurring.
	•	During the third quarter of 2004, ComEd paid $63 million for call premiums on the retirement of debt.

	PECO

	•	There were no significant non-recurring operating cash flows during the nine months ended September 30, 2005 and 2004.

	Generation

	•	During the nine months ended September 30, 2005, Generation had net payments of counterparty collateral deposits of $99 million compared to $59 million of net collections of counterparty collateral deposits during the same period in 2004.

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	Cash Flows from Investing Activities

		Nine Months Ended
		September 30,
		2005				2004
Exelon		$	(1,728	)		$	(1,207	)
ComEd			(286	)			355
PECO			(145	)			(189	)
Generation			(861	)			(732	)

		Nine Months
		Ended
		September 30,
										Projected
		2005				2004				2005
ComEd		$	597			$	518			$	742
PECO			210				162				281
Energy Delivery			807				680				1,023
Generation			704				608				1,073
Other(a)			10				7				56
Total Exelon capital expenditures		$	1,521			$	1,295			$	2,152

(a)		Other primarily consists of corporate operations.

	Exelon

	•	Exelon contributed $92 million and $32 million to its investments in synthetic fuel-producing facilities during the nine months ended September 30, 2005 and 2004, respectively.
	•	Cash proceeds of $212 million were received during the nine months ended September 30, 2004 from the sales of Exelon Thermal Holdings, Inc., certain businesses of Exelon Services, Inc. and Enterprises’ investments in PECO Telcove and other equity method investments. Additionally, cash proceeds of

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		$24 million were received during the nine months ended September 30, 2004 from the sale of certain businesses of Sithe.
	•	Early settlement of an acquisition note receivable from the 2003 disposition of InfraSource, Inc. resulted in cash proceeds of $30 million during the nine months ended September 30, 2004.

	ComEd

	•	As a result of its prior contributions to the Exelon intercompany money pool, $308 million and $405 million were returned to ComEd during the nine months ended September 30, 2005 and 2004, respectively.

	PECO

	•	As a result of its prior contributions to the Exelon intercompany money pool, $34 million was returned to PECO during the nine months ended September 30, 2005, and PECO contributed $26 million to the Exelon intercompany money pool during the nine months ended September 30, 2004.
	•	During the nine months ended September 30, 2005, there was a net decrease in restricted cash that provided $27 million of cash.

	Generation

	•	During the nine months ended September 30, 2005, Generation received approximately $52 million from Generation’s nuclear decommissioning trust funds for reimbursement of expenditures previously incurred for nuclear plant decommissioning activities related to the retired units.
	•	On January 31, 2005, subsidiaries of Generation completed a series of transactions that resulted in Generation’s sale of its investment in Sithe. Specifically, subsidiaries of Generation closed on the acquisition of Reservoir Capital Group’s 50% interest in Sithe for cash proceeds of $97 million and the sale of 100% of Sithe to Dynegy, for net cash proceeds of $103 million. See Note 4 of the Combined Notes to Consolidated Financial Statements for further discussion of the sale of Sithe.
	•	On March 31, 2004, Generation consolidated the assets and liabilities of Sithe under the provisions of FIN 46-R, which resulted in an increase in cash of $19 million. See Note 1 and Note 4 of the Combined Notes to Consolidated Financial Statements for further information regarding the FIN 46-R consolidation of Sithe.
	•	Generation received cash proceeds of $42 million from the January 2004 sale of three gas turbines that were classified as assets held for sale at December 31, 2003.
	•	During the nine months ended September 30, 2004, Generation provided $19 million of restricted cash related to Sithe’s operating activities and used $11 million of restricted cash to support the operations of Boston Generating.

	Cash Flows from Financing Activities

		Nine Months Ended
		September 30,
		2005				2004
Exelon		$	(207	)		$	(1,885	)
ComEd			236				(1,240	)
PECO			(504	)			(503	)
Generation			(199	)			(664	)

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		Nine Months
		Ended
		September 30,
		2005				2004
Exelon		$	804			$	565
ComEd			352				320
PECO			350				279
Generation			749				170

	Credit Matters

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										Outstanding
		Bank				Available				Commercial
Borrower		Sublimit(a)				Capacity(b)				Paper
Exelon Corporate		$	550			$	550			$	—
ComEd			450				423				146
PECO			100				100				—
Generation			400				338				—

(a)		Sublimits under the credit agreements can change upon written notification to the bank group.
(b)		Available capacity represents primarily the bank sublimit net of outstanding letters of credit. The amount of commercial paper outstanding does not reduce the available capacity under the credit agreements.

Exelon

ComEd

PECO

Generation

Credit agreement threshold

2.65 to 1

2.25 to 1

2.25 to 1

3.25 to 1

		Exelon
		Consolidated				ComEd				PECO(a)				Generation
Long-term debt			35	%			24	%			19	%			32	%
Long-term debt to affiliates(b)			20				12				53				—
Common equity			43				62				26				—
Member’s equity			—				—				—				68
Preferred securities			—				—				2				—
Notes payable			2				2				—				—

(a)		As of September 30, 2005, PECO’s capital structure, excluding the deduction from shareholders’ equity of the $1.3 billion receivable from Exelon (which amount is deducted for GAAP purposes as reflected in the table, but is excluded from the percentages in this footnote), consisted of 39% common equity, 1% preferred securities and 60% long-term debt, including long-term debt to unconsolidated affiliates.

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(b)		Includes $4.7 billion, $1.4 billion and $3.3 billion owed to unconsolidated affiliates of Exelon, ComEd and PECO, respectively, that qualify as special purpose entities under FIN 46-R. These special purpose entities were created for the sole purpose of issuing debt obligations to securitize intangible transition property and CTCs of Energy Delivery or mandatorily redeemable preferred securities. See Note 1 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding FIN 46-R.

										September 30,
										2005
		Maximum				Maximum				Contributed
		Contributed				Borrowed				(Borrowed)
ComEd		$	517			$	110			$	(110	)
PECO			210				17				(7	)
Generation			51				540				—
BSC			11				156				(22	)
UII, LLC			3				—				—
Exelon Corporate			163				—				139

		For the nine months
		ended
		September 30, 2005
		Interest				Interest
		Received				Paid
ComEd		$	2			$	—
PECO			1				—
Generation			—				2
BSC			—				1
UII, LLC			—				—
Exelon Corporate			—				—

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Exelon

ComEd

PECO

Generation

Senior Unsecured Debt

BBB

BBB

BBB

BBB+

Senior Secured Debt

N/A

A-

A-

N/A

Commercial Paper

A2

A2

A2

A2

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	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

	Exelon

	•	Interest payments of $71 million, $132 million, $115 million and $849 million for payments due in 2005, 2006-2007, 2008-2009 and 2010 and beyond, respectively, were eliminated due to the sale of Sithe on January 31, 2005. See Note 4 of the Combined Notes to Consolidated Financial Statements for information regarding the sale of Generation’s investment in Sithe.
	•	Letters of credit decreased $109 million, primarily as a result of the sale of Sithe. See Note 4 of the Combined Notes to Consolidated Financial Statements for further discussion.
	•	Guarantees decreased $1.6 billion, primarily as a result of American Nuclear Insurers’ release of Exelon from the parent guarantee of $1.4 billion for Generation’s obligations and the release of guarantees of $200 million related to the wind-down of Enterprises’ operations.
	•	In the third quarter of 2005, BSC entered into an operating lease to rent a portion of a building from January 1, 2007 through September 30, 2022. BSC is obligated to pay its proportionate share of the building’s property taxes and operating expenses. Total rent expense over the life of the lease agreement will be approximately $51.4 million, which includes fixed escalation clauses. In addition, the lease provides for two five-year renewal options.

	ComEd and PECO

	•	IRS Refund Claims. ComEd and PECO have several pending tax refund claims seeking acceleration of certain tax deductions and additional tax credits. ComEd and PECO are unable to estimate the ultimate outcome of these refund claims and will account for any amounts received in the period the matters are settled with the IRS.

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		ComEd and PECO had entered into several agreements with a tax consultant related to the filing of these refund claims with the IRS. ComEd and PECO previously made refundable prepayments to the tax consultants of $11 million and $5 million, respectively. The fees for these agreements are contingent upon a successful outcome of the claims and are based upon a percentage of the refunds recovered from the IRS, if any. These potential tax benefits and associated fees could be material to the financial position, results of operations and cash flows of ComEd and PECO. A portion of ComEd’s tax benefits, including any associated interest for periods prior to the merger among PECO, Unicom Corporation (Unicom), the former parent company of ComEd, and Exelon (PECO / Unicom Merger) would be recorded as a reduction of goodwill pursuant to a reallocation of the PECO / Unicom Merger purchase price. ComEd and PECO cannot predict the timing of the final resolution of these refund claims.
		In 2004, the IRS granted preliminary approval for one of ComEd’s refund claims and final approval was obtained in the first quarter of 2005. The refund and associated interest have been recorded in the financial statements. Approximately $14 million of tax and interest benefit received in the second quarter of 2005 has been reflected in the financial statements of which $12 million ($9 million after-tax) was recorded to goodwill under the provisions of EITF Issue 93-7, “Uncertainties Related to Income Taxes in a Purchase Business Combination.” As a result, ComEd recorded consulting expenses of $5 million (pre-tax) in 2004.
		Based on negotiations with the IRS during the first half of 2005, PECO believed it would receive a tax refund related to one of its claims and recorded a $6 million (pre-tax) charge related to expected consulting charges through the second quarter of 2005. However, as the result of a recent unfavorable tax court decision involving another utility that related to a similar type of refund claim, PECO no longer believes payment of the consulting fees is probable and reversed the $6 million (pre-tax) charge during the third quarter 2005. PECO is unable to predict the final impact of its future negotiations with the IRS on this matter.

	Generation

	•	Interest payments of $71 million, $132 million, $115 million and $849 million for payments due in 2005, 2006-2007, 2008-2009 and 2010 and beyond, respectively were eliminated due to the sale of Sithe on January 31, 2005. See Note 4 of the Combined Notes to Consolidated Financial Statements for information regarding the sale of Generation’s investment in Sithe.
	•	Letters of credit decreased $110 million and guarantees decreased $29 million, both primarily as a result of the sale of Sithe. See Note 4 of the Combined Notes to Consolidated Financial Statements for further discussion.
	•	During the second quarter of 2005, in the normal course of business, Generation entered into long-term contracts for uranium enrichment services, increasing commitments by $122 million and $272 million for 2008-2009 and 2010 and beyond, respectively.
	•	During the third quarter of 2005, in the normal course of business, Generation entered into long-term contracts for uranium, increasing commitments by $132 million and $128 million for 2008-2009 and 2010 and beyond, respectively.

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	General

	Executive Overview

	Results of Operations

	Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004

				Three Months
				Ended
				September 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	1,948			$	1,720			$	228
Operating expenses
	Purchased power				1,082				907				(175	)
	Operating and maintenance				211				231				20
	Depreciation and amortization				111				104				(7	)
	Taxes other than income				81				68				(13	)
		Total operating expense			1,485				1,310				(175	)
Operating income					463				410				53
Other income and deductions
	Interest expense				(71	)			(86	)			15
	Equity in losses of unconsolidated affiliates				(3	)			(4	)			1
	Net loss on the extinguishment of long-term debt				—				(106	)			106
	Other, net				(10	)			5				(15	)
		Total other income and deductions			(84	)			(191	)			107
Income before income taxes					379				219				160
Income taxes					155				95				(60	)
Net income				$	224			$	124			$	100

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	Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

				Nine Months
				Ended
				September 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	4,822			$	4,458			$	364
Operating expenses
	Purchased power				2,761				2,014				(747	)
	Operating and maintenance				614				669				55
	Depreciation and amortization				308				309				1
	Taxes other than income				232				219				(13	)
		Total operating expense			3,915				3,211				(704	)
Operating income					907				1,247				(340	)
Other income and deductions
	Interest expense				(223	)			(288	)			65
	Equity in losses of unconsolidated affiliates				(11	)			(13	)			2
	Net loss on the extinguishment of long-term debt				—				(106	)			106
	Other, net				3				22				(19	)
		Total other income and deductions			(231	)			(385	)			154
Income before income taxes					676				862				(186	)
Income taxes					273				351				78
Net income				$	403			$	511			$	(108	)

	Cash Flows from Operating Activities

138

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	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

	Credit Matters

	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

139

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	General

	Executive Overview

	Results of Operations

	Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004

				Three Months
				Ended
				September 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	1,322			$	1,124			$	198
Operating expenses
	Purchased power				584				458				(126	)
	Fuel				42				35				(7	)
	Operating and maintenance				143				122				(21	)
	Depreciation and amortization				159				144				(15	)
	Taxes other than income				74				64				(10	)
		Total operating expenses			1,002				823				(179	)
Operating income					320				301				19
Other income and deductions
	Interest expense				(70	)			(76	)			6
	Equity in losses of unconsolidated affiliates				(4	)			(6	)			2
	Other, net				2				3				(1	)
		Total other income and deductions			(72	)			(79	)			7
Income before income taxes					248				222				26
Income taxes					82				83				1
Net income					166				139				27
Preferred stock dividends					1				1				—
Net income on common stock				$	165			$	138			$	27

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	Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

				Nine Months
				Ended
				September 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	3,661			$	3,395			$	266
Operating expenses
	Purchased power				1,454				1,257				(197	)
	Fuel				373				368				(5	)
	Operating and maintenance				396				387				(9	)
	Depreciation and amortization				431				395				(36	)
	Taxes other than income				189				181				(8	)
		Total operating expenses			2,843				2,588				(255	)
Operating income					818				807				11
Other income and deductions
	Interest expense				(212	)			(229	)			17
	Equity in losses of unconsolidated affiliates				(12	)			(19	)			7
	Other, net				11				8				3
		Total other income and deductions			(213	)			(240	)			27
Income before income taxes					605				567				38
Income taxes					200				195				(5	)
Net income					405				372				33
Preferred stock dividends					3				3				—
Net income on common stock				$	402			$	369			$	33

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	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

	Credit Matters

	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

142

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	General

	Executive Overview

	Results of Operations

	Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004

	Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

143

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	Cash Flows from Financing Activities

	Credit Matters

	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

144

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

	Generation

145

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146

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		Total
Total mark-to-market energy contract net liabilities at January 1, 2005		$	(145	)
Total change in fair value during 2005 of contracts recorded in earnings			206
Reclassification to realized at settlement of contracts recorded in earnings			(67	)
Reclassification to realized at settlement from OCI			340
Effective portion of changes in fair value — recorded in OCI			(788	)
Purchase/sale/fair value adjustments of existing contracts subject to mark-to-market			(104	)
Total mark-to-market energy contract net liabilities at September 30, 2005		$	(558	)

		September 30,				December 31,
		2005				2004
Current assets		$	1,240			$	403
Noncurrent assets			367				373
Total mark-to-market energy contract assets			1,607				776
Current liabilities			(1,684	)			(598	)
Noncurrent liabilities			(481	)			(323	)
Total mark-to-market energy contract liabilities			(2,165	)			(921	)
Total mark-to-market energy contract net liabilities		$	(558	)		$	(145	)

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			Maturities Within
																							2010 and				Total Fair
(In millions)			2005				2006				2007				2008				2009				Beyond				Value
Normal Operations, qualifying cash-flow hedge contracts(a):
	Actively quoted prices		$	3			$	4			$	—			$	—			$	—			$	—			$	7
	Prices provided by other external sources			(245	)			(372	)			(65	)			4				—				—				(678	)
	Total		$	(242	)		$	(368	)		$	(65	)		$	4			$	—			$	—			$	(671	)
Normal Operations, other derivative contracts(b):
	Actively quoted prices		$	69			$	117			$	(24	)		$	3			$	—			$	—			$	165
	Prices provided by other external sources			(25	)			(66	)			21				(3	)			—				—				(73	)
	Prices based on model or other valuation methods			23				2				(4	)			—				—				—				21
	Total		$	67			$	53			$	(7	)		$	—			$	—			$	—			$	113

(a)		Mark-to-market gains and losses on contracts that qualify as cash-flow hedges are recorded in other comprehensive income.
(b)		Mark-to-market gains and losses on other non-trading and trading derivative contracts that do not qualify as cash-flow hedges are recorded in earnings.

		Total Cash-Flow Hedge OCI Activity,
		Net of Income Tax
		Power Team Normal				Interest-Rate				Total
		Operations and				and Other				Cash-Flow
(In millions)		Hedging Activities				Hedges				Hedges
Accumulated OCI derivative loss at January 1, 2005		$	(137	)		$	(9	)		$	(146	)
Changes in fair value			(477	)			2				(475	)
Reclassifications from OCI to net income			209				—				209
Accumulated OCI derivative loss at September 30, 2005		$	(405	)		$	(7	)		$	(412	)

	Generation

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			Total												Number Of				Net Exposure Of
			Exposure												Counterparties				Counterparties
			Before Credit				Credit				Net				Greater than 10%				Greater than 10%
Rating as of September 30, 2005(a)			Collateral				Collateral				Exposure				of Net Exposure				of Net Exposure
Investment grade			$	339			$	88			$	251				1			$	61
Non-investment grade				43				16				27				—				—
No external ratings
	Internally rated — investment grade			40				14				26				—				—
	Internally rated — non-investment grade			15				—				15				—				—
Total			$	437			$	118			$	319				1			$	61

(a)		This table does not include accounts receivable exposure and forward credit exposure related to Exelon Energy.

			Maturity of Credit Risk Exposure
											Exposure				Total Exposure
			Less than								Greater than				Before Credit
Rating as of September 30, 2005(a)			2 Years				2-5 Years				5 Years				Collateral
Investment grade			$	337			$	2			$	—			$	339
Non-investment grade				39				4				—				43
No external ratings
	Internally rated — investment grade			36				4				—				40
	Internally rated — non-investment grade			4				7				4				15
Total			$	416			$	17			$	4			$	437

(a)		This table does not include accounts receivable exposure and forward credit exposure related to Exelon Energy.

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	Exelon

	Variable Rate Debt

	Cash-Flow Hedges

	Exelon, ComEd, PECO and Generation

	Fair-Value Hedges

	ComEd

150

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Item 4.	Controls and Procedures

Item 1.	Legal Proceedings

	Exelon

	PECO and Generation

	Exelon, PECO and Generation

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

														Maximum Number
														(or Approximate
										Total Number of				Dollar Value) of
										Shares Purchased				Shares that May
		Total Number								As Part of Publicly				Yet Be Purchased
		of Shares				Average Price				Announced Plans				Under the Plans
Period		Purchased(a)				Paid per Share				or Programs(b)				or Programs
July 1 – July 31, 2005			4,258			$	51.73				—				(b	)
August 1 – August 31, 2005			3,552,351			$	51.77				3,548,700				(b	)
September 1 – September 30, 2005			1,275,166			$	55.14				1,274,900				(b	)
Total			4,831,775			$	52.62				4,823,600				(b	)

(a)		Shares other than those purchased as part of a publicly announced plan primarily represent restricted shares surrendered by employees to satisfy tax obligations arising upon the vesting of restricted shares.
(b)		In April 2004, Exelon’s Board of Directors approved a discretionary share repurchase program that allows Exelon to repurchase shares of its common stock on a periodic basis in the open market. The share repurchase program is intended to mitigate, in part, the dilutive effect of shares issued under Exelon’s employee stock option plan and Exelon’s Employee Stock Purchase Plan (ESPP). The aggregate shares of common stock repurchased pursuant to the program cannot exceed the economic benefit received after January 1, 2004 due to stock option exercises and share purchases pursuant to Exelon’s ESPP. The economic benefit consists of direct cash proceeds from purchases of stock and tax benefits associated with exercises of stock options. The share repurchase program has no specified limit and no specified termination date.

Item 4.	Submission of Matters to a Vote of Security Holders

		Votes For				Votes Withheld
Edward A. Brennan			540,074,368				16,198,513
Bruce DeMars			546,893,807				9,379,074
Nelson A. Diaz			523,099,821				33,173,060
John W. Rowe			532,229,365				24,043,516
Ronald Rubin			543,172,236				13,100,645

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Item 5.	Other Information

154

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Item 6.	Exhibits

2-1		Amended and Restated Agreement and Plan of Merger dated as of October 20, 2000, among PECO Energy Company, Exelon Corporation and Unicom Corporation (File No. 1-01401, PECO Energy Company Form 10-Q for the quarter ended September 30, 2000, Exhibit 2-1).
2-2		Agreement and Plan of Merger between Exelon Corporation and Public Service Enterprise Group Incorporated dated as of December 20, 2004 (File No. 1-16169, Form 8-K dated December 21, 2004, Exhibit 2.1).
3-1		Articles of Incorporation of Exelon Corporation (Registration Statement No. 333-37082, Form S-4, Exhibit 3-1).
3-2		Amendment to Articles of Incorporation for Exelon Corporation (File No. 1-16169, Form 10-Q for the quarter ended June 30, 2004, Exhibit 3-1).
3-3		Amended and Restated Bylaws of Exelon Corporation, adopted January 27, 2004 (File No. 1-16169, 2003 Form 10-K, Exhibit 3-2).
3-4		Amended and Restated Articles of Incorporation of PECO Energy Company (File No. 1-01401, 2000 Form 10-K, Exhibit 3-3).
3-5		Bylaws of PECO Energy Company, adopted February 26, 1990 and amended January 26, 1998 (File No. 1-01401, 1997 Form 10-K, Exhibit 3-2).
3-6		Restated Articles of Incorporation of Commonwealth Edison Company effective February 20, 1985, including Statements of Resolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Company preference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the “$2.425 Cumulative Preference Stock” (File No. 1-1839, 1994 Form 10-K, Exhibit 3-2).
3-7		Bylaws of Commonwealth Edison Company, effective September 2, 1998, as amended through October 20, 2000 (File No. 1-1839, 2000 Form 10-K, Exhibit 3-6).
3-8		Certificate of Formation of Exelon Generation Company, LLC (Registration Statement No. 333-85496, Form S-4, Exhibit 3-1).
3-9		First Amended and Restated Operating Agreement of Exelon Generation Company, LLC executed as of January 1, 2001 (File No. 333-85496, 2003 Form 10-K, Exhibit 3-8).
3-10		Amendment to Articles of Incorporation of Exelon Corporation.
4-1		First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, Trustee (First Union National Bank, successor), (Registration No. 2-2281, Exhibit B-1).
4-1-1		Supplemental Indentures to PECO Energy Company’s First and Refunding Mortgage:

Dated as of		File Reference		Exhibit No.
May 1, 1927		2-2881			B-1(c)
March 1, 1937		2-2881			B-1(g)
December 1, 1941		2-4863			B-1(h)
November 1, 1944		2-5472			B-1(i)
December 1, 1946		2-6821			7-1(j)
September 1, 1957		2-13562			2(b)-17
May 1, 1958		2-14020			2(b)-18
March 1, 1968		2-34051			2(b)-24
March 1, 1981		2-72802			4-46
March 1, 1981		2-72802			4-47
December 1, 1984		1-01401, 1984 Form 10-K			4-2(b)
April 1, 1991		1-01401, 1991 Form 10-K			4(e)-76

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Dated as of		File Reference		Exhibit No.
December 1, 1991		1-01401, 1991 Form 10-K			4(e)-77
June 1, 1992		1-01401, June 30, 1992 Form 10-Q			4(e)-81
March 1, 1993		1-01401, 1992 Form 10-K			4(e)-86
May 1, 1993		1-01401, March 31, 1993 Form 10-Q			4(e)-88
May 1, 1993		1-01401, March 31, 1993 Form 10-Q			4(e)-89
August 15, 1993		1-01401, Form 8-A dated August 19, 1993			4(e)-92
May 1, 1995		1-01401, Form 8-K dated May 24, 1995			4(e)-96
September 15, 2002		1-01401, September 30, 2002 Form 10-Q			4-1
October 1, 2002		1-01401, September 30, 2002 Form 10-Q			4-2
April 15, 2003		0-16844, March 31, 2003 Form 10-Q			4.1
April 15, 2004		0-16844, September 30, 2004 Form 10-Q			4-1-1

4-2		Exelon Corporation Dividend Reinvestment and Stock Purchase Plan (Registration Statement No. 333-84446, Form S-3, Prospectus).
4-3		Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Midwest Trust Company, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (File No. 2-60201, Form S-7, Exhibit 2-1).
4-3-1		Supplemental Indentures to aforementioned Commonwealth Edison Mortgage.

Dated as of		File Reference		Exhibit No.
August 1, 1946		2-60201, Form S-7			2-1
April 1, 1953		2-60201, Form S-7			2-1
March 31, 1967		2-60201, Form S-7			2-1
April 1, 1967		2-60201, Form S-7			2-1
February 28, 1969		2-60201, Form S-7			2-1
May 29, 1970		2-60201, Form S-7			2-1
June 1, 1971		2-60201, Form S-7			2-1
April 1, 1972		2-60201, Form S-7			2-1
May 31, 1972		2-60201, Form S-7			2-1
June 15, 1973		2-60201, Form S-7			2-1
May 31, 1974		2-60201, Form S-7			2-1
June 13, 1975		2-60201, Form S-7			2-1
May 28, 1976		2-60201, Form S-7			2-1
June 3, 1977		2-60201, Form S-7			2-1
May 17, 1978		2-99665, Form S-3			4-3
August 31, 1978		2-99665, Form S-3			4-3
June 18, 1979		2-99665, Form S-3			4-3
June 20, 1980		2-99665, Form S-3			4-3
April 16, 1981		2-99665, Form S-3			4-3
April 30, 1982		2-99665, Form S-3			4-3
April 15, 1983		2-99665, Form S-3			4-3
April 13, 1984		2-99665, Form S-3			4-3
April 15, 1985		2-99665, Form S-3			4-3

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Dated as of		File Reference		Exhibit No.
April 15, 1986		33-6879, Form S-3			4-9
June 15, 1990		33-38232, Form S-3			4-12
October 1, 1991		33-40018, Form S-3			4-13
October 15, 1991		33-40018, Form S-3			4-14
May 15, 1992		33-48542, Form S-3			4-14
September 15, 1992		33-53766, Form S-3			4-14
February 1, 1993		1-1839, 1992 Form 10-K			4-14
April 1, 1993		33-64028, Form S-3			4-12
April 15, 1993		33-64028, Form S-3			4-13
June 15, 1993		1-1839, Form 8-K dated May 21, 1993			4-1
July 15, 1993		1-1839, Form 10-Q for quarter ended June 30, 1993			4-1
January 15, 1994		1-1839, 1993 Form 10-K			4-15
December 1, 1994		1-1839, 1994 Form 10-K			4-16
June 1, 1996		1-1839, 1996 Form 10-K			4-16
March 1, 2002		1-1839, 2001 Form 10-K			4-4-1
May 20, 2002		1-1839, 2001 Form 10-K			4-4-1
June 1, 2002		1-1839, 2001 Form 10-K			4-4-1
October 7, 2002		1-1839, 2001 Form 10-K			4-4-1
January 13, 2003		1-1839, Form 8-K dated January 22, 2003			4-4
March 14, 2003		1-1839, Form 8-K dated April 7, 2003			4-4
August 13, 2003		1-1839, Form 8-K dated August 25, 2003			4-4
February 15, 2005		1-16169, Form 10-Q for the quarter ended March 31, 2005			4-3-1

4-3-2		Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923, and Indentures Supplemental thereto, regarding corporate trustee (File No. 1-1839, 2001 Form 10-K, Exhibit 4-4-2).
4-3-3		Instrument dated as of January 31, 1996, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923 and Indentures Supplemental thereto, regarding individual trustee (File No. 1-1839, 1995 Form 10-K, Exhibit 4-29).
4-4		Indenture dated as of September 1, 1987 between Commonwealth Edison Company and Citibank, N.A., Trustee relating to Notes (File No. 1-1839, Form S-3, Exhibit 4-13).
4-4-1		Supplemental Indentures to aforementioned Indenture.

Dated as of		File Reference		Exhibit No.
September 1, 1987		33-32929, Form S-3			4-16
January 1, 1997		1-1839, 1999 Form 10-K			4-21
September 1, 2000		1-1839, 2000 Form 10-K			4-7-3

4-5		Indenture dated June 1, 2001 between Generation and First Union National Bank (now Wachovia Bank, National Association) (Registration Statement No. 333-85496, Form S-4, Exhibit 4.1).
4-6		Indenture dated December 19, 2003 between Generation and Wachovia Bank, National Association (File No. 333-85496, 2003 Form 10-K, Exhibit 4-6).
4-7		Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, and Wachovia Bank National Association, as Trustee (File No. 0-16844, PECO Energy Company Form 10-Q for the quarter ended June 30, 2003, Exhibit 4.1).

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4-8		Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and Wachovia Trust Company, National Association, as Trustee, dated as of June 24, 2003 (File No. 0-16844, PECO Energy Company Form 10-Q for the quarter ended June 30, 2003, Exhibit 4.2).
4-9		PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, as Sponsor, Wachovia Trust Company, National Association, as Delaware Trustee and Property Trustee, and J. Barry Mitchell, George R. Shicora and Charles S. Walls as Administrative Trustees dated as of June 24, 2003 (File No. 0-16844, PECO Energy Company Form 10-Q for the quarter ended June 30, 2003, Exhibit 4.3).
4-10		Indenture dated May 1, 2001 between Exelon and J.P. Morgan Trust Company, National Association (formerly known as Chase Manhattan Trust Company, National Association), as trustee (File No. 1-16169, Exelon Corporation Form 10-Q for the quarter ended June 30, 2005, Exhibit 4-10).
4-11		Form of $400,000,000 4.45% senior notes due 2010 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Exelon Corporation Form 8-K dated June 9, 2005, Exhibit 99.1).
4-12		Form of $800,000,000 4.90% senior notes due 2015 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Exelon Corporation Form 8-K dated June 9, 2005, Exhibit 99.2).
4-13		Form of $500,000,000 5.625% senior notes due 2035 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Exelon Corporation Form 8-K dated June 9, 2005, Exhibit 99.3).
10-1		$500 million term loan agreement dated April 1, 2005 among Exelon Corporation, lenders named within the agreement and Dresdner Bank AG, New York and Grand Cayman Branches, as Administrative Agent (File No. 1-16169, Exelon Corporation Form 8-K dated April 1, 2005, Exhibit 99).
10-2		Amended and Restated Employment Agreement by and between Exelon Corporation and John W. Rowe, dated as of July 22, 2005 (File No. 1-16169, Exelon Corporation Form 10-Q for the quarter ended June 30, 2005, Exhibit 10-2).

31-1		—		Filed by John W. Rowe for Exelon Corporation
31-2		—		Filed by John F. Young for Exelon Corporation
31-3		—		Filed by J. Barry Mitchell for Exelon Corporation
31-4		—		Filed by John L. Skolds for Commonwealth Edison Company
31-5		—		Filed by J. Barry Mitchell for Commonwealth Edison Company
31-6		—		Filed by John L. Skolds for PECO Energy Company
31-7		—		Filed by J. Barry Mitchell for PECO Energy Company
31-8		—		Filed by John L. Skolds for Exelon Generation Company, LLC
31-9		—		Filed by J. Barry Mitchell for Exelon Generation Company, LLC

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32-1		—		Filed by John W. Rowe for Exelon Corporation
32-2		—		Filed by John F. Young for Exelon Corporation
32-3		—		Filed by J. Barry Mitchell for Exelon Corporation
32-4		—		Filed by John L. Skolds for Commonwealth Edison Company
32-5		—		Filed by J. Barry Mitchell for Commonwealth Edison Company
32-6		—		Filed by John L. Skolds for PECO Energy Company
32-7		—		Filed by J. Barry Mitchell for PECO Energy Company
32-8		—		Filed by John L. Skolds for Exelon Generation Company, LLC
32-9		—		Filed by J. Barry Mitchell for Exelon Generation Company, LLC

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/s/ John W. Rowe     John W. Rowe Chairman and Chief Executive Officer (Principal Executive Officer)		/s/ John F. Young     John F. Young Executive Vice President, Finance and Markets (Principal Financial Officer)
/s/ Matthew F. Hilzinger     Matthew F. Hilzinger Vice President and Corporate Controller (Principal Accounting Officer)		/s/ J. Barry Mitchell      J. Barry Mitchell Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

/s/ John L. Skolds     John L. Skolds President, Exelon Energy Delivery (Principal Executive Officer)		/s/ J. Barry Mitchell     J. Barry Mitchell Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Matthew F. Hilzinger     Matthew F. Hilzinger Vice President and Corporate Controller, Exelon (Principal Accounting Officer)		/s/ Frank M. Clark     Frank M. Clark President, ComEd

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Table of Contents

/s/ John L. Skolds     John L. Skolds President, Exelon Energy Delivery (Principal Executive Officer)		/s/ J. Barry Mitchell     J. Barry Mitchell Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Matthew F. Hilzinger     Matthew F. Hilzinger Vice President and Corporate Controller, Exelon (Principal Accounting Officer)		/s/ Denis P. O’Brien     Denis P. O’Brien President, PECO

/s/ John L. Skolds     John L. Skolds President (Principal Executive Officer)		/s/ J. Barry Mitchell     J. Barry Mitchell Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Jon D. Veurink     Jon D. Veurink Vice President and Controller (Principal Accounting Officer)

161

 

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FORM DMEAST #9051077 v1

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