UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

		Exact Name of Registrant as Specified in Its Charter; State of
Commission File		Incorporation; Address of Principal Executive Offices; and		IRS Employer
Number		Telephone Number		Identification Number
1-16169		EXELON CORPORATION		23-2990190
		(a Pennsylvania corporation)
		10 South Dearborn Street—37th Floor
		P.O. Box 805379
		Chicago, Illinois 60680-5379
		(312) 394-7398
1-1839		COMMONWEALTH EDISON COMPANY		36-0938600
		(an Illinois corporation)
		440 South LaSalle Street
		Chicago, Illinois 60605-1028
		(312) 394-4321
000-16844		PECO ENERGY COMPANY		23-0970240
		(a Pennsylvania corporation)
		P.O. Box 8699
		2301 Market Street
		Philadelphia, Pennsylvania 19101-8699
		(215) 841-4000
333-85496		EXELON GENERATION COMPANY, LLC		23-3064219
		(a Pennsylvania limited liability company)
		300 Exelon Way
		Kennett Square, Pennsylvania 19348
		(610) 765-6900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 2 — Financial Information
Item 2.02. Results of Operations and Financial Condition
Section 7 — Regulation FD
Item 7.01. Regulation FD Disclosure

On April 26, 2006, Exelon Corporation (Exelon) announced via press release Exelon’s results for the first quarter ended March 31, 2006. A copy of the press release and related attachments are attached hereto as Exhibit 99. This Form 8-K and the attached exhibit are provided under Items 2.02 and 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission (SEC).

Section 9 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits

(c) Exhibits

Exhibit No.		Description
99		Press release and earnings release attachments

*****

Forward-Looking Statements

This combined Form 8-K is being furnished separately by Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (Registrants). Information contained herein relating to any individual registrant has been furnished by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

Except for the historical information contained herein, certain of the matters discussed in this Report are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include those factors discussed herein, as well as the items discussed in (a) the Registrants’ 2005 Annual Report on Form 10-K—ITEM 1A. Risk Factors, (b) the Registrants’ 2005 Annual Report on Form 10-K—ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 20, ComEd—Note 17, PECO—Note 15 and Generation—Note 17, and (c) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 26, 2006

Contact:		Joyce Carson Exelon Investor Relations 312-394-3441		FOR IMMEDIATE RELEASE
		Jennifer Medley Exelon Corporate Communications 312-394-7189

Exelon Announces First Quarter Results;
Reaffirms Full Year 2006 Operating Earnings Guidance

CHICAGO (April 26, 2006) — Exelon Corporation’s (Exelon) first quarter 2006 consolidated earnings prepared in accordance with GAAP were $400 million, or $0.59 per diluted share, compared with earnings of $521 million, or $0.77 per diluted share, in the first quarter of 2005.

Exelon’s adjusted (non-GAAP) operating earnings for the first quarter of 2006 were $420 million, or $0.62 per diluted share, compared with $452 million, or $0.67 per diluted share, for the same period in 2005. The decrease in adjusted (non-GAAP) operating earnings per share was primarily the result of unfavorable weather conditions in the Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO) service territories; higher operating and maintenance expenses, including expenses related to stock-based compensation in accordance with SFAS No.123-R; and increased depreciation and amortization, including the higher competitive transition charge (CTC) amortization scheduled at PECO; partially offset by higher margins on wholesale market sales at Exelon Generation Company, LLC (Generation). Excluding the effects of unfavorable weather and timing-related items in the first quarter of 2006 and favorable one-time items in the first quarter of 2005, operating earnings increased in line with management expectations.

“While very mild weather and the timing of certain expense items put some pressure on first quarter results, Exelon’s earnings engine remains healthy,” said John W. Rowe, Exelon’s chairman, president and CEO. “Operational performance was strong, as demonstrated by a higher nuclear capacity factor and improved availability of our fossil fleet. Generation margins increased, as expected, over the first quarter of last year, and we had solid core growth in our delivery service business.” Rowe continued, “While our efforts to secure approval of our proposed merger with PSEG have progressed slowly, we believe we will be able to complete the merger and are committed to that end as long as the deal continues to make economic sense. Our most significant success in the first quarter came with the Illinois Commerce Commission’s approval of the auction process for ComEd’s power procurement beginning next year.”

A non-GAAP financial measure, adjusted (non-GAAP) operating earnings for the first quarter of 2006 do not include the following items that are included in reported GAAP earnings (all after tax):

•

Mark-to-market losses of $11 million, or $0.02 per diluted share, from non-trading activities.

•

Charges of $9 million, or $0.01 per diluted share, related to certain integration costs associated with the proposed merger with Public Service Enterprise Group Incorporated (PSEG).

•

Charges of $5 million, or $0.01 per diluted share, associated with the settlement of a tax matter at Generation related to its previous investment in Sithe Energies, Inc. (Sithe) and severance costs recorded at Exelon during the period.

•

Earnings of $5 million, or $0.01 per diluted share, resulting from investments in synthetic fuel-producing facilities.

Adjusted (non-GAAP) operating earnings for the first quarter of 2005 did not include the following items that were included in reported GAAP earnings (all after tax):

	•		Mark-to-market gains of $39 million, or $0.06 per diluted share, from non-trading activities.
	•		Earnings of $16 million, or $0.02 per diluted share, resulting from investments in synthetic fuel-producing facilities.
	•		Earnings of $16 million, or $0.02 per diluted share, associated with Generation’s investment in Sithe.
	•		Charges of $2 million related to certain integration costs associated with the proposed merger with PSEG.

2006 Earnings Outlook

“We are reaffirming our 2006 operating earnings guidance range of $3.00 to $3.30 per share,” said Rowe, “due to the ongoing strength of our core generation and delivery businesses. We remain comfortable with our original guidance range despite the challenge of mild weather and ongoing cost pressures across our businesses.”

Exelon’s outlook for 2006 adjusted (non-GAAP) operating earnings excludes mark-to-market adjustments from non-trading activities, income resulting from investments in synthetic fuel-producing facilities, significant impairments of intangible assets, certain severance costs, and certain costs associated with the proposed merger with PSEG. Giving consideration to these factors, Exelon estimates GAAP earnings in 2006 will also fall in the range of $3.00 to $3.30 per share, down from the previous estimate of $3.05 to $3.35 per share due to the expected partial phase-out of tax credits related to synthetic fuel-producing facilities. Continued high oil prices could result in a further reduction in GAAP earnings related to synthetic fuel-producing facilities due to an additional phase-out of tax credits and a potentially significant asset impairment related to the credits. These earnings estimates do not include any impact of future changes to GAAP. Earnings guidance is based on the assumption of normal weather.

First Quarter Highlights

	•		Proposed Merger with PSEG: On December 20, 2004, Exelon entered into a merger agreement with PSEG, and shareholders of both companies approved the transaction in July 2005. The merger was approved by the Federal Energy Regulatory Commission (FERC) in June 2005, and the Pennsylvania Public Utility Commission (PAPUC) voted unanimously to approve the merger and associated settlement terms on January 27, 2006. Various other states have given approvals related to the merger, including New York, Texas and Connecticut.
			In New Jersey, hearings for the merger review concluded at the end of March 2006. Settlement discussions began in December and are expected to resume soon.
			Approval of the merger by the Nuclear Regulatory Commission is expected soon. The other remaining regulatory review is the U.S. Department of Justice (DOJ). Exelon expects to complete all of the regulatory reviews and close the merger in the third quarter of 2006.
	•		ComEd Procurement Case: On January 24, 2006, the Illinois Commerce Commission (ICC) approved ComEd’s procurement case, authorizing ComEd to procure power after 2006 through a “reverse-auction” competitive bidding process and to recover the costs from retail customers with no markup. The auction will be administered by an independent auction manager, with oversight by the ICC staff. The first auction is scheduled to take place during the fall, at which time ComEd’s entire load will be up for bid. To mitigate the effects of changes in future prices, the load will be staggered in three-year contracts. ComEd, the Attorney General of Illinois, Citizens Utility Board and other parties have filed appeals for review of portions of the order with the Illinois Appellate Court. While ComEd is generally supportive of the order in the procurement case, ComEd has objected to the requirement for a prudence review.
	•		ComEd Rate Case: On August 31, 2005, ComEd filed a proposal with the ICC seeking approval of its first general rate case since January 1995. The rate case filing seeks to allocate the costs of supplying electricity and to adjust ComEd’s rates for delivering electricity to users in its service area, effective January 2007, in order to reflect ComEd’s rising costs and significant capital investment in its delivery system. The ICC staff and other parties have expressed opposition to the rate proposal. Hearings in the case concluded earlier in April, and an ALJ proposed order is expected June 8, 2006. An ICC order on the rate increase request is expected in late July 2006.
	•		ComEd Mitigation Proposal: ComEd has offered to develop a “cap and deferral” proposal to ease residential customers’ transition after 2006 to cost-based rates from frozen rates, which would require regulatory approval to implement. Under the proposal, average residential rates at the end of 2009 will be no greater than they were in 1995. The proposal would limit the energy procurement costs that ComEd could pass through to its customers for a specified period of time and allow ComEd to collect any unrecovered procurement costs, including appropriate returns, in later years. This proposal was submitted in ComEd’s rate case and by agreement of the parties will be reviewed as part of a separate proceeding before the ICC.
	•		ComEd Renewable Energy Filing: On April 4, 2006, ComEd filed with the ICC a proposal to purchase and receive recovery of costs associated with purchasing the output of a portfolio of wind resources of approximately 300 MW. The filing supports the ICC’s resolution of July 19,

2005, which endorsed the governor’s proposal for a voluntary initiative in which electric suppliers would obtain resources equal to 2 percent of electricity sold to Illinois retail customers from renewable energy resources by 2007 and gradually increasing to a target of 8 percent by 2013. Additionally, the filing expresses ComEd’s support of the renewable, efficiency and demand response rulemaking proceedings ordered by the ICC in the procurement case.

	•		Financing Activities: On February 10 through 16, 2006, Generation entered into additional bilateral credit facilities with total bank commitments of $950 million. These credit facilities are each for a term of 364 days and contain the same terms as existing revolving credit facilities.
			On February 23, 2006, ComEd announced that it entered into a $1 billion senior secured 3-year revolving credit agreement. Borrowings under the credit agreement and other specified obligations of ComEd and its subsidiaries to the lenders are secured by First Mortgage Bonds of ComEd. In connection with the new credit facility, ComEd executed amendments to three existing credit facilities to which ComEd was a party with Exelon, PECO and Generation. The amendments remove ComEd as a borrower and remove provisions that would treat ComEd as a significant subsidiary under those three credit facilities. This is an additional step in the process to affirm the fact that ComEd is an independent entity, separate and distinct from parent Exelon, and to strengthen the company’s ability to successfully manage its transition to restructuring after 2006.
			On March 6, 2006, ComEd issued $325 million of 5.90 percent First Mortgage Bonds, due March 15, 2036. The proceeds were used to reduce short-term debt that ComEd previously used to repay certain bond issues that were redeemed or matured in 2005.
	•		Southeast Chicago Power Plant: On March 31, Generation and Peoples Energy announced their agreement to accelerate Exelon’s purchase of Peoples’ 30 percent interest in the Southeast Chicago Energy Project for $50 million, subject to certain closing adjustments. Southeast Chicago Energy Project is a 350-megawatt natural gas-fired, peaking electric power plant. It began operation as a joint venture between Generation and Peoples Calumet, LLC in 2002 with all of the facility’s output being sold to Exelon. Exelon will own and continue to receive 100 percent of the output, and Peoples Energy will remain as the fuel supplier to the plant. The purchase by Exelon is subject to FERC approval.
	•		Nuclear Fleet Inspection: In February 2006, Exelon and Generation launched an initiative across its ten-station nuclear fleet to systematically assess systems that handle tritium and take the necessary actions to prevent the risk of inadvertent discharge of tritium into the environment. The initiative is in response to the detection of tritium in water samples taken related to leaks at the Braidwood, Byron and Dresden nuclear generating stations in Illinois. There is no health or safety threat to existing drinking water wells or sources based on current testing results, and the drinking water tested in residential wells meets federal safe drinking water standards. Exelon and Generation continue to monitor these matters and are working with state and local officials to determine the appropriate remediation plans, where necessary.
	•		Nuclear Operations: Generation’s nuclear fleet, including its owned output from the Salem Generating Station operated by PSEG and co-owned by Generation, produced 33,491 GWhs in the first quarter of 2006, compared with 32,780 GWhs in the first quarter of 2005. The Exelon Nuclear-operated plants achieved a 91.0 percent capacity factor for the first quarter of 2006,

compared with 89.9 percent for the first quarter of 2005. The Exelon Nuclear-operated plants completed three scheduled refueling outages and began a fourth in both of the first quarters of 2006 and 2005, while refueling outage days totaled 79 and 92, respectively. Operating expenses associated with the planned refueling outages were approximately $3 million (after tax) higher in the first quarter of 2006 compared with the first quarter of 2005. Total non-refueling outage days for the Exelon Nuclear-operated plants in the first quarter of 2006 were 25 versus 29 in the first quarter of 2005.

BUSINESS UNIT RESULTS

ComEd consists of the retail and wholesale electricity transmission and distribution operations in northern Illinois. ComEd’s net income in the first quarter of 2006 was $54 million compared with net income of $70 million in the first quarter of 2005. The first quarter 2006 net income included (all after tax) unrealized mark-to-market losses of $6 million from one wholesale contract at ComEd and expenses of $1 million related to certain integration costs associated with the proposed merger with PSEG. Excluding the impact of these items, ComEd’s net income decreased $9 million compared with the same quarter last year, primarily due to the impact of unfavorable weather, an increase in a reserve for potential refunds related to transmission revenues, and higher expenses related to stock-based compensation, partially offset by lower purchased power expense attributable to a contractual decrease in prices associated with ComEd’s power purchase agreement with Generation.

In the ComEd service territory, heating degree-days were down 11 percent relative to the same period in 2005 and were 16 percent below normal. January weather was the warmest in more than 30 years. ComEd’s total retail kWh deliveries decreased less than 1 percent in 2006 as compared with 2005, with a 4 percent decrease in deliveries to the residential customer class. ComEd’s first quarter 2006 revenues were $1,426 million, up 3 percent from $1,386 million in 2005, primarily due to increased deliveries to commercial, industrial and Power Purchase Option (PPO) customers. For ComEd, weather had an unfavorable after-tax impact of $4 million on first quarter 2006 earnings relative to 2005 and had an unfavorable after-tax impact of $9 million relative to the normal weather that was incorporated in earnings guidance.

PECO consists of the retail electricity transmission and distribution operations and the retail natural gas distribution business in southeastern Pennsylvania. PECO’s net income in the first quarter of 2006 was $93 million compared with net income of $129 million in the first quarter of 2005. The first quarter 2006 net income included (all after tax) expenses of $4 million related to certain integration costs associated with the proposed merger with PSEG and severance charges of $1 million. First quarter 2005 net income included after-tax charges of $2 million related to certain integration costs associated with the proposed merger with PSEG. Excluding the impact of these items, PECO’s net income decreased $33 million compared with the same quarter last year, primarily due to unfavorable weather conditions, higher CTC amortization and higher operating and maintenance expense, partially offset by increased electric revenues associated with certain authorized rate increases, including a scheduled CTC rate increase. The increases in CTC amortization expense and CTC rates are in accordance with PECO’s 1998 restructuring settlement with the PAPUC.

In the PECO service territory, heating degree-days were down 17 percent compared with the same period in 2005 and were 15 percent below normal. PECO’s total electric retail kWh deliveries decreased 2 percent, with residential deliveries down 5 percent. Retail gas sales were down 16 percent from the 2005 period. PECO’s first quarter 2006 revenues were $1,407 million, up 9 percent from

$1,295 million in 2005, primarily due to the above-mentioned electric rate increases and a net increase in gas rates through PAPUC-approved changes to the purchased gas adjustment clause. For PECO, weather had an unfavorable after-tax impact of $19 million on first quarter 2006 earnings relative to 2005 and an unfavorable after-tax impact of $18 million relative to the normal weather that was incorporated in earnings guidance.

Exelon Generation consists of Exelon’s electric generation operations, competitive retail sales and power marketing and trading functions. First quarter 2006 net income was $268 million compared with $320 million in the first quarter of 2005. First quarter 2006 net income included (all after tax) mark-to-market losses of $13 million from non-trading activities, a charge of $4 million associated with the settlement of a tax matter related to its previous investment in Sithe and expenses of $4 million related to certain integration costs associated with the proposed merger with PSEG. First quarter 2005 net income included (all after tax) mark-to-market gains of $39 million from non-trading activities and earnings of $16 million associated with the sale of Generation’s investment in Sithe. Excluding the impact of these items, Generation’s net income increased $24 million compared with the same quarter last year, primarily due to higher revenue, net of purchased power and fuel expense, partially offset by higher operating and maintenance expenses and interest expense.

Generation’s revenue, net of purchased power and fuel expense, increased by $119 million in the first quarter of 2006 compared with the first quarter of 2005 excluding the mark-to-market impact in both years. The quarter-over-quarter increase in revenue, net of purchased power and fuel expense, was driven by higher average margins on wholesale market sales due to having previously re-priced forward hedges at higher prices, combined with higher spot market prices and the impact of higher nuclear output, as well as the contractual increase in the prices associated with Generation’s power sales agreement with PECO, partially offset by the contractual decrease in prices associated with Generation’s power sales agreement with ComEd.

Generation’s average realized margin on all electric sales, including sales to affiliates and excluding trading activity, was $27.42 per MWh in the first quarter of 2006 compared with $23.89 per MWh in the first quarter of 2005.

Adjusted (non-GAAP) Operating Earnings

Adjusted (non-GAAP) operating earnings, which generally exclude significant one-time charges or credits that are not normally associated with ongoing operations and mark-to-market adjustments from non-trading activities, are provided as a supplement to results reported in accordance with GAAP. Management uses such adjusted (non-GAAP) operating earnings measures internally to evaluate the company’s performance and manage its operations. Reconciliations of GAAP to adjusted (non-GAAP) operating earnings for historical periods are attached. Additional earnings release attachments, which include the reconciliations on page 6 are posted on Exelon’s Web site: www.exeloncorp.com and have been filed with the Securities and Exchange Commission on Form 8-K on April 26, 2006.

Note: Prior to the fourth quarter of 2005, Exelon operated in two business segments — Energy Delivery (ComEd and PECO) and Generation. As a result of the regulatory and organizational changes, ComEd and PECO are no longer reported as a combined Energy Delivery segment and are presented as separate segments.

Conference call information: Exelon has scheduled a conference call for 11 AM ET (10 AM CT) on April 26, 2006. The call-in number in the U.S. is 866-672-2663, and the international call-in number is 973-582-2751. No password is required. Media representatives are invited to participate on a listen-only basis. The call will be web-cast and archived on Exelon’s Web site: www.exeloncorp.com. (Please select the Investor Relations page.)

Telephone replays will be available until May 10. The U.S. call-in number for replays is 877-519-4471, and the international call-in number is 973-341-3080. The confirmation code is 7227985.

 

 

 

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon Corporation’s 2005 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors and (b) ITEM 8. Financial Statements and Supplementary Data: Exelon-Note 20, ComEd-Note 17, PECO-Note 15 and Generation-Note 17 and (2) other factors discussed in filings with the Securities and Exchange Commission (SEC) by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company, LLC (Companies). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. None of the Companies undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this news release.

###

Exelon Corporation is one of the nation’s largest electric utilities with approximately 5.2 million customers and more than $15 billion in annual revenues. The company has one of the industry’s largest portfolios of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately 5.2 million customers in Illinois and Pennsylvania and natural gas to more than 470,000 customers in southeastern Pennsylvania. Exelon is headquartered in Chicago and trades on the NYSE under the ticker EXC.

EXELON CORPORATION
Earnings Release Attachments
Table of Contents

Consolidating Statements of Income — Three Months Ended March 31, 2006 and 2005 (a)			1
Business Segment Comparative Income Statements — ComEd and PECO — Three Months Ended March 31, 2006 and 2005 (a)			2
Business Segment Comparative Income Statements — Generation and Other — Three Months Ended March 31, 2006 and 2005 (a)			3
Consolidated Balance Sheets — March 31, 2006 and December 31, 2005			4
Consolidated Statements of Cash Flows — Three Months Ended March 31, 2006 and 2005			5
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Exelon — Three Months Ended March 31, 2006 and 2005			6
Reconciliation of Adjusted (non-GAAP) Operating Earnings Per Diluted Share to GAAP Earnings Per Diluted Share — Three Months Ended March 31, 2006 and 2005			7
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment — Three Months Ended March 31, 2006 and 2005			8
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — ComEd — Three Months Ended March 31, 2006 and 2005 (a)			9
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — PECO — Three Months Ended March 31, 2006 and 2005 (a)			10
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Generation — Three Months Ended March 31, 2006 and 2005			11
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Other — Three Months Ended March 31, 2006 and 2005 (a)			12
Electric Sales Statistics — Three Months Ended March 31, 2006 and 2005			13
ComEd and PECO Sales Statistics — Three Months Ended March 31, 2006 and 2005			14
Exelon Generation Power Marketing Statistics — Three Months Ended March, 31, 2006, December 31, 2005, September 30, 2005, June 30, 2005 and March 31, 2005			15

EXELON CORPORATION

(unaudited)
(in millions)

		Three Months Ended March 31, 2006
																		Exelon
		ComEd				PECO				Generation				Other				Consolidated
Operating revenues		$	1,426			$	1,407			$	2,220			$	(1,192	)		$	3,861
Operating expenses
Purchased power			862				487				363				(1,187	)			525
Fuel			—				326				611				(13	)			924
Operating and maintenance			216				148				668				5				1,037
Depreciation and amortization			98				171				67				27				363
Taxes other than income			81				65				43				5				194
Total operating expenses			1,257				1,197				1,752				(1,163	)			3,043
Operating income (loss)			169				210				468				(29	)			818
Other income and deductions
Interest expense			(76	)			(69	)			(43	)			(36	)			(224	)
Equity in losses of unconsolidated affiliates			(3	)			(3	)			(3	)			(30	)			(39	)
Other, net			1				3				7				34				45
Total other income and deductions			(78	)			(69	)			(39	)			(32	)			(218	)
Income (loss) from continuing operations before income taxes			91				141				429				(61	)			600
Income taxes			37				48				161				(45	)			201
Income (loss) from continuing operations			54				93				268				(16	)			399
Income from discontinued operations			—				—				—				1				1
Net income (loss)		$	54			$	93			$	268			$	(15	)		$	400

		Three Months Ended March 31, 2005
																		Exelon
		ComEd				PECO				Generation				Other				Consolidated
Operating revenues		$	1,386			$	1,295			$	2,020			$	(1,140	)		$	3,561
Operating expenses
Purchased power			820				432				450				(1,134	)			568
Fuel			—				265				358				(1	)			622
Operating and maintenance			203				134				609				3				949
Depreciation and amortization			97				136				62				24				319
Taxes other than income			78				54				35				5				172
Total operating expenses			1,198				1,021				1,514				(1,103	)			2,630
Operating income (loss)			188				274				506				(37	)			931
Other income and deductions
Interest expense			(74	)			(72	)			(29	)			(15	)			(190	)
Equity in losses of unconsolidated affiliates			(4	)			(4	)			—				(28	)			(36	)
Other, net			6				2				18				3				29
Total other income and deductions			(72	)			(74	)			(11	)			(40	)			(197	)
Income (loss) from continuing operations before income taxes			116				200				495				(77	)			734
Income taxes			46				71				191				(81	)			227
Income from continuing operations			70				129				304				4				507
Income (loss) from discontinued operations			—				—				16				(2	)			14
Net income		$	70			$	129			$	320			$	2			$	521

EXELON CORPORATION

(unaudited)
(in millions)

		ComEd
		Three Months Ended March 31,
		2006				2005				Variance
Operating revenues		$	1,426			$	1,386			$	40
Operating expenses
Purchased power			862				820				42
Operating and maintenance			216				203				13
Depreciation and amortization			98				97				1
Taxes other than income			81				78				3
Total operating expenses			1,257				1,198				59
Operating income			169				188				(19	)
Other income and deductions
Interest expense			(76	)			(74	)			(2	)
Equity in losses of unconsolidated affiliates			(3	)			(4	)			1
Other, net			1				6				(5	)
Total other income and deductions			(78	)			(72	)			(6	)
Income before income taxes			91				116				(25	)
Income taxes			37				46				(9	)
Net income		$	54			$	70			$	(16	)

		PECO
		Three Months Ended March 31,
		2006				2005				Variance
Operating revenues		$	1,407			$	1,295			$	112
Operating expenses
Purchased power			487				432				55
Fuel			326				265				61
Operating and maintenance			148				134				14
Depreciation and amortization			171				136				35
Taxes other than income			65				54				11
Total operating expenses			1,197				1,021				176
Operating income			210				274				(64	)
Other income and deductions
Interest expense			(69	)			(72	)			3
Equity in losses of unconsolidated affiliates			(3	)			(4	)			1
Other, net			3				2				1
Total other income and deductions			(69	)			(74	)			5
Income before income taxes			141				200				(59	)
Income taxes			48				71				(23	)
Net income		$	93			$	129			$	(36	)

EXELON CORPORATION

(unaudited)
(in millions)

		Generation
		Three Months Ended March 31,
		2006				2005				Variance
Operating revenues		$	2,220			$	2,020			$	200
Operating expenses
Purchased power			363				450				(87	)
Fuel			611				358				253
Operating and maintenance			668				609				59
Depreciation and amortization			67				62				5
Taxes other than income			43				35				8
Total operating expenses			1,752				1,514				238
Operating income			468				506				(38	)
Other income and deductions
Interest expense			(43	)			(29	)			(14	)
Equity in losses of unconsolidated affiliates			(3	)			—				(3	)
Other, net			7				18				(11	)
Total other income and deductions			(39	)			(11	)			(28	)
Income from continuing operations before income taxes			429				495				(66	)
Income taxes			161				191				(30	)
Income from continuing operations			268				304				(36	)
Income from discontinued operations			—				16				(16	)
Net income		$	268			$	320			$	(52	)

		Other (a)
		Three Months Ended March 31,
		2006				2005				Variance
Operating revenues		$	(1,192	)		$	(1,140	)		$	(52	)
Operating expenses
Purchased power			(1,187	)			(1,134	)			(53	)
Fuel			(13	)			(1	)			(12	)
Operating and maintenance			5				3				2
Depreciation and amortization			27				24				3
Taxes other than income			5				5				—
Total operating expenses			(1,163	)			(1,103	)			(60	)
Operating loss			(29	)			(37	)			8
Other income and deductions
Interest expense			(36	)			(15	)			(21	)
Equity in losses of unconsolidated affiliates			(30	)			(28	)			(2	)
Other, net			34				3				31
Total other income and deductions			(32	)			(40	)			8
Loss from continuing operations before income taxes			(61	)			(77	)			16
Income taxes			(45	)			(81	)			36
Income (loss) from continuing operations			(16	)			4				(20	)
Income (loss) from discontinued operations			1				(2	)			3
Net income (loss)		$	(15	)		$	2			$	(17	)

EXELON CORPORATION

(unaudited)
(in millions)

		March 31,				December 31,
		2006				2005
Current assets
Cash and cash equivalents		$	174			$	140
Restricted cash and investments			44				49
Accounts receivable, net
Customers			1,606				1,858
Other			292				337
Mark-to-market derivative assets			637				916
Inventories, at average cost
Fossil fuel			248				311
Materials and supplies			357				351
Deferred income taxes			96				80
Other			583				595
Total current assets			4,037				4,637
Property, plant and equipment, net			22,295				21,981
Deferred debits and other assets
Regulatory assets			4,235				4,386
Nuclear decommissioning trust funds			5,832				5,585
Investments			815				813
Goodwill			3,475				3,475
Mark-to-market derivative assets			369				311
Prepaid pension asset			373				377
Other			863				824
Total deferred debits and other assets			15,962				15,771
Total assets		$	42,294			$	42,389
Liabilities and shareholders’ equity
Current liabilities
Commercial paper and notes payable		$	1,320			$	1,290
Long-term debt due within one year			408				407
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust due within one year			702				507
Accounts payable			1,153				1,467
Mark-to-market derivative liabilities			953				1,282
Accrued expenses			845				1,005
Other			879				605
Total current liabilities			6,260				6,563
Long-term debt			8,064				7,759
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust			3,045				3,456
Long-term debt to other financing trusts			545				545
Deferred credits and other liabilities
Deferred income taxes			4,908				4,816
Unamortized investment tax credits			259				262
Asset retirement obligations			4,220				4,157
Pension obligations			285				268
Non-pension postretirement benefits obligations			1,049				1,014
Spent nuclear fuel obligation			915				906
Regulatory liabilities			2,268				2,170
Mark-to-market derivative liabilities			437				462
Other			767				798
Total deferred credits and other liabilities			15,108				14,853
Total liabilities			33,022				33,176
Minority interest of consolidated subsidiaries			—				1
Preferred securities of subsidiaries			87				87
Shareholders’ equity
Common stock			8,119				7,987
Treasury stock, at cost			(498	)			(444	)
Retained earnings			3,068				3,206
Accumulated other comprehensive loss			(1,504	)			(1,624	)
Total shareholders’ equity			9,185				9,125
Total liabilities and shareholders’ equity		$	42,294			$	42,389

EXELON CORPORATION

(in millions)

		Three Months Ended
		March 31,
		2006				2005
Cash flows from operating activities
Net income		$	400			$	521
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
Depreciation, amortization and accretion, including nuclear fuel			524				478
Deferred income taxes and amortization of investment tax credits			(35	)			634
Provision for uncollectible accounts			25				12
Equity in losses of unconsolidated affiliates			39				36
Gains on sales of investments and wholly owned subsidiaries			—				(19	)
Other decommissioning-related activities			(6	)			(13	)
Other non-cash operating activities			47				(3	)
Changes in assets and liabilities:
Accounts receivable			253				101
Inventories			65				74
Other current assets			(139	)			(180	)
Accounts payable, accrued expenses and other current liabilities			(454	)			(228	)
Counterparty collateral asset			146				(22	)
Counterparty collateral liability			(41	)			(1	)
Income taxes			35				(344	)
Net realized and unrealized mark-to-market and hedging transactions			21				(83	)
Pension and non-pension postretirement benefit obligations			56				(1,962	)
Other noncurrent assets and liabilities			(88	)			(10	)
Net cash flows provided by (used in) operating activities			848				(1,009	)
Cash flows from investing activities
Capital expenditures			(613	)			(489	)
Proceeds from nuclear decommissioning trust fund sales			932				782
Investment in nuclear decommissioning trust funds			(1,000	)			(834	)
Acquisition of Sithe Energies, Inc.			—				(97	)
Proceeds from sales of investments and wholly owned subsidiaries, net of $32 million of cash sold during the three months ended March 31, 2005			—				103
Investment in synthetic fuel-producing facilities			(33	)			(28	)
Change in restricted cash			5				(8	)
Other investing activities			(4	)			5
Net cash flows used in investing activities			(713	)			(566	)
Cash flows from financing activities
Issuance of long-term debt			320				91
Retirement of long-term debt			(16	)			(111	)
Retirement of long-term debt to financing affiliates			(215	)			(205	)
Change in other short-term debt			30				1,836
Dividends paid on common stock			(267	)			(267	)
Proceeds from employee stock plans			81				103
Purchase of treasury stock			(54	)			(8	)
Other financing activities			20				(3	)
Net cash flows provided by (used in) financing activities			(101	)			1,436
Increase (decrease) in cash and cash equivalents			34				(139	)
Cash and cash equivalents at beginning of period			140				499
Cash and cash equivalents at end of period		$	174			$	360

EXELON CORPORATION

(unaudited)
(in millions, except per share data)

		Three Months Ended March 31, 2006														Three Months Ended March 31, 2005
												Adjusted														Adjusted
		GAAP (a)				Adjustments						Non-GAAP				GAAP (a)				Adjustments						Non-GAAP
Operating revenues		$	3,861			$	10			(b)		$	3,871			$	3,561			$	—					$	3,561
Operating expenses
Purchased power			525				38			(b)			563				568				(19	)		(b)			549
Fuel			924				(47	)		(b)			877				622				82			(b)			704
Operating and maintenance			1,037				(22	)		(c),(d),(e)			1,015				949				(17	)		(c)			932
Depreciation and amortization			363				(21	)		(c),(d)			342				319				(19	)		(c),(d)			300
Taxes other than income			194				—						194				172				—						172
Total operating expenses			3,043				(52	)					2,991				2,630				27						2,657
Operating income			818				62						880				931				(27	)					904
Other income and deductions
Interest expense			(224	)			9			(c),(f)			(215	)			(190	)			4			(c)			(186	)
Equity in losses of unconsolidated affiliates			(39	)			30			(c)			(9	)			(36	)			27			(c)			(9	)
Other, net			45				(26	)		(c),(d)			19				29				—						29
Total other income and deductions			(218	)			13						(205	)			(197	)			31						(166	)
Income from continuing operations before income taxes			600				75						675				734				4						738
Income taxes			201				55			(b),(c),(d),(e),(f)			256				227				57			(b),(c),(d)			284
Income from continuing operations			399				20						419				507				(53	)					454
Income (loss) from discontinued operations			1				—						1				14				(16	)		(g)			(2	)
Net income		$	400			$	20					$	420			$	521			$	(69	)				$	452
Earnings per average common share
Basic:
Income from continuing operations		$	0.60			$	0.03					$	0.63			$	0.76			$	(0.08	)				$	0.68
Income from discontinued operations			—				—						—				0.02				(0.02	)					—
Net income		$	0.60			$	0.03					$	0.63			$	0.78			$	(0.10	)				$	0.68
Diluted:
Income from continuing operations		$	0.59			$	0.03					$	0.62			$	0.75			$	(0.08	)				$	0.67
Income from discontinued operations			—				—						—				0.02				(0.02	)					—
Net income		$	0.59			$	0.03					$	0.62			$	0.77			$	(0.10	)				$	0.67
Average common shares outstanding
Basic			669										669				666										666
Diluted			675										675				675										675
Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:
Mark-to-market (b)						$	(0.02	)												$	0.06
Investments in synthetic fuel-producing facilities (c)							0.01														0.02
PSEG merger costs (d)							(0.01	)													—
Settlement of a tax matter at Generation related to Sithe (f)							(0.01	)													—
2005 financial impact of Generation’s investment in Sithe (g)							—														0.02
Total adjustments						$	(0.03	)												$	0.10

EXELON CORPORATION

Per Diluted Share to GAAP Earnings Per Diluted Share
Three Months Ended March 31, 2006 and 2005

2005 GAAP Earnings per Diluted Share		$	0.77
2005 Adjusted (non-GAAP) Operating Earnings Adjustments:
Mark-to-Market (1)			(0.06	)
Investments in Synthetic Fuel-Producing Facilities (2)			(0.02	)
2005 Financial Impact of Generation’s Investment in Sithe (3)			(0.02	)
2005 Adjusted (non-GAAP) Operating Earnings			0.67
Year Over Year Effects on Earnings:
ComEd Energy Margins:
Weather (4)			(0.01	)
Net Transmission Revenues (SECA) (5)			(0.01	)
PECO Energy Margins:
Weather (6)			(0.03	)
Other Energy Delivery (7)			0.03
Generation Energy Margins, Excluding Mark-to-Market (8)			0.14
Stock Compensation (9)			(0.02	)
Pension and Non-Pension Postretirement Benefits Expense (10)			(0.01	)
Other Operating and Maintenance Expense (11)			(0.05	)
Depreciation and Amortization (12)			(0.04	)
Interest Expense (13)			(0.02	)
Taxes Other Than Income (14)			(0.02	)
Other			(0.01	)
2006 Adjusted (non-GAAP) Operating Earnings			0.62
2006 Adjusted (non-GAAP) Operating Earnings Adjustments:
Mark-to-Market (1)			(0.02	)
Investments in Synthetic Fuel-Producing Facilities (2)			0.01
Charges Associated with Exelon’s Anticipated Merger with PSEG (15)			(0.01	)
Settlement of a Tax Matter at Generation Related to Sithe (16)			(0.01	)
2006 GAAP Earnings per Diluted Share		$	0.59

EXELON CORPORATION

Three Months Ended March 31, 2006 and 2005

		ComEd				PECO				Generation				Other				Exelon
2005 GAAP Earnings		$	70			$	129			$	320			$	2			$	521
2005 Adjusted (non-GAAP) Operating Earnings Adjustments:
Mark-to-Market (1)			—				—				(39	)			—				(39	)
Investments in Synthetic Fuel-Producing Facilities (2)			—				—				—				(16	)			(16	)
2005 Financial Impact of Generation’s Investment in Sithe (3)			—				—				(16	)			—				(16	)
Charges Associated with Exelon’s Anticipated Merger with PSEG (4)			—				2				—				—				2
2005 Adjusted (non-GAAP) Operating Earnings			70				131				265				(14	)			452
Year Over Year Effects on Earnings:
ComEd and PECO Energy Margins:
Weather (5)			(4	)			(19	)			—				—				(23	)
Net Transmission Revenues (SECA) (6)			(9	)			(1	)			—				—				(10	)
Other Energy Delivery (7)			(1	)			17				—				—				16
Generation Energy Margins, Excluding Mark-to-Market (8)			—				—				92				—				92
ComEd and Generation PPA Rate Change (9)			18				—				(18	)			—				—
Stock Compensation (10)			(5	)			(3	)			(8	)			—				(16	)
Pension and Non-Pension Postretirement Benefits Expense (11)			(1	)			(2	)			(4	)			—				(7	)
Other Operating and Maintenance Expense (12)			(2	)			(3	)			(25	)			(1	)			(31	)
Depreciation and Amortization (13)			(1	)			(23	)			(3	)			—				(27	)
Interest Expense (14)			—				3				(5	)			(12	)			(14	)
Taxes Other Than Income and Other (15)			(4	)			(2	)			(5	)			(1	)			(12	)
2006 Adjusted (non-GAAP) Operating Earnings			61				98				289				(28	)			420
2006 Adjusted (non-GAAP) Operating Earnings Adjustments:
Mark-to-Market (1)			(6	)			—				(13	)			8				(11	)
Investments in Synthetic Fuel-Producing Facilities (2)			—				—				—				5				5
Charges Associated with Exelon’s Anticipated Merger with PSEG (4)			(1	)			(4	)			(4	)			—				(9	)
Severance Charges (16)			—				(1	)			—				—				(1	)
Settlement of a Tax Matter at Generation Related to Sithe (17)			—				—				(4	)			—				(4	)
2006 GAAP Earnings		$	54			$	93			$	268			$	(15	)		$	400