Table of Contents

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Quarterly Period Ended March 31, 2006
		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) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321		36-0938600
000-16844		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		668,497,574
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

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Exelon Corporation

ü

Commonwealth Edison Company

ü

PECO Energy Company

ü

Exelon Generation Company, LLC

ü

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						Page No.
FILING FORMAT							3
FORWARD-LOOKING STATEMENTS							3
WHERE TO FIND MORE INFORMATION							3
PART I.				FINANCIAL INFORMATION			4
ITEM 1.				Financial Statements			4
				Exelon Corporation
				Consolidated Statements of Income and Comprehensive Income			5
				Consolidated Statements of Cash Flows			6
				Consolidated Balance Sheets			7
				Consolidated Statement of Changes in Shareholders’ Equity			9
				Commonwealth Edison Company
				Consolidated Statements of Income and Comprehensive Income			10
				Consolidated Statements of Cash Flows			11
				Consolidated Balance Sheets			12
				Consolidated Statement of Changes in Shareholders’ Equity			14
				PECO Energy Company
				Consolidated Statements of Income and Comprehensive Income			15
				Consolidated Statements of Cash Flows			16
				Consolidated Balance Sheets			17
				Consolidated Statement of Changes in Shareholders’ Equity			19
				Exelon Generation Company, LLC
				Consolidated Statements of Income and Comprehensive Income			20
				Consolidated Statements of Cash Flows			21
				Consolidated Balance Sheets			22
				Consolidated Statement of Changes in Member’s Equity			24
				Combined Notes to Consolidated Financial Statements			25
Item 2.				Management’s Discussion and Analysis of Financial Condition and Results of Operations			71
				Exelon Corporation			71
				Commonwealth Edison Company			102
				PECO Energy Company			104
				Exelon Generation Company, LLC			106
Item 3.				Quantitative and Qualitative Disclosures About Market Risk			108
Item 4.				Controls and Procedures			114
PART II.				OTHER INFORMATION			114
Item 1.				Legal Proceedings			114
				Exelon Corporation			114
				Commonwealth Edison Company			114
				PECO Energy Company			114
				Exelon Generation Company, LLC			114

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						Page No.
Item 1A.				Risk Factors			114
				Exelon Corporation			114
				Commonwealth Edison Company			114
				PECO Energy Company			114
				Exelon Generation Company, LLC			114
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds			115
				Exelon Corporation			115
Item 6.				Exhibits			116
SIGNATURES							121
				Exelon Corporation			121
				Commonwealth Edison Company			121
				PECO Energy Company			122
				Exelon Generation Company, LLC			122
CERTIFICATION EXHIBITS							123
				Exelon Corporation			123,131
				Commonwealth Edison Company			125,133
				PECO Energy Company			127,135
				Exelon Generation Company, LLC			129,137
First Amendment to Credit Agreement
Second Amendment to Credit Agreement
Third Amendment to Credit Agreement
Certification for Exelon Corporation
Certification for Exelon Corporation
Certification for Commonwealth Edison Company
Certification for Commonwealth Edison Company
Certification for PECO Energy Company
Certification for PECO Energy Company
Certification for Exelon Generation Company, LLC
Certification for Exelon Generation Company, LLC
Certification for Exelon Corporation
Certification for Exelon Corporation
Certification for Commonwealth Edison Company
Certification for Commonwealth Edison Company
Certification for PECO Energy Company
Certification for PECO Energy Company
Certification for Exelon Generation Company, LLC
Certification for Exelon Generation Company, LLC

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				Three Months
				Ended
				March 31,
				2006				2005
(In millions, except per share data)
Operating revenues				$	3,861			$	3,561
Operating expenses
	Purchased power				525				568
	Fuel				924				622
	Operating and maintenance				1,037				949
	Depreciation and amortization				363				319
	Taxes other than income				194				172
		Total operating expenses			3,043				2,630
Operating income					818				931
Other income and deductions
	Interest expense				(153	)			(106	)
	Interest expense to affiliates				(71	)			(84	)
	Distributions on preferred securities of subsidiaries				(1	)			(1	)
	Equity in losses of unconsolidated affiliates				(39	)			(36	)
	Other, net				46				30
		Total other income and deductions			(218	)			(197	)
Income from continuing operations before income taxes					600				734
Income taxes					201				227
Income from continuing operations					399				507
Discontinued operations
	Income (loss) from discontinued operations (net of taxes of $0 and $(1) for the three months ended March 31, 2006 and 2005, respectively)				1				(1	)
	Gain on disposal of discontinued operations (net of taxes of $4 for the three months ended March 31, 2005)				—				15
		Income from discontinued operations			1				14
Net income					400				521
Other comprehensive income, net of income taxes
	Minimum pension liability				—				2
	Change in unrealized gain (loss) on cash-flow hedges				92				(101	)
	Unrealized gain (loss) on marketable securities				28				(15	)
	Foreign currency translation adjustment				—				(1	)
		Other comprehensive income (loss)			120				(115	)
Comprehensive income				$	520			$	406
Average shares of common stock outstanding
		Basic			669				666
		Diluted			675				675
Earnings per average common share — Basic:
		Income from continuing operations		$	0.60			$	0.76
		Income from discontinued operations			—				0.02
		Net income		$	0.60			$	0.78
Earnings per average common share — Diluted:
	Income from continuing operations			$	0.59			$	0.75
	Income from discontinued operations				—				0.02
	Net income			$	0.59			$	0.77
Dividends per common share				$	0.40			$	0.40

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					For the Three Months
					Ended March 31,
					2006				2005
(In millions)
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
		Gain 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 benefits obligation			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	)
	Acquisitions of businesses, net of cash acquired					—				(97	)
	Proceeds from sales of investments and wholly owned subsidiaries, net of $32 of cash sold during the three months ended March 31, 2005					—				103
	Investments 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

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				March 31,				December 31,
				2006				2005
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	174			$	140
	Restricted cash and investments				44				49
	Accounts receivable, net
		Customer			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

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				March 31,				December 31,
				2006				2005
(In millions)
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
Commitments and contingencies
Minority interest of consolidated subsidiaries					—				1
Preferred securities of subsidiaries					87				87
Shareholders’ equity
	Common stock (No par value, 2,000 shares authorized, 668.5 and 666.4 shares outstanding at March 31, 2006 and December 31, 2005, respectively)				8,119				7,987
	Treasury stock, at cost (10.4 and 9.4 shares held at March 31, 2006 and December 31, 2005, respectively)				(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

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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, 2005			675.8			$	7,987			$	(444	)		$	3,206			$	(1,624	)		$	9,125
Net income			—				—				—				400				—				400
Long-term incentive plan activity			3.1				132				—				—				—				132
Common stock purchases			—				—				(54	)			—				—				(54	)
Common stock dividends declared			—				—				—				(538	)			—				(538	)
Other comprehensive income, net of income taxes of $102			—				—				—				—				120				120
Balance, March 31, 2006			678.9			$	8,119			$	(498	)		$	3,068			$	(1,504	)		$	9,185

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				Three Months
				Ended March 31,
				2006				2005
(In millions)
Operating revenues
	Operating revenues			$	1,423			$	1,383
	Operating revenues from affiliates				3				3
		Total operating revenues			1,426				1,386
Operating expenses
	Purchased power				91				67
	Purchased power from affiliate				771				753
	Operating and maintenance				164				159
	Operating and maintenance from affiliates				52				44
	Depreciation and amortization				98				97
	Taxes other than income				81				78
		Total operating expenses			1,257				1,198
Operating income					169				188
Other income and deductions
	Interest expense				(56	)			(49	)
	Interest expense to affiliates				(20	)			(25	)
	Equity in losses of unconsolidated affiliates				(3	)			(4	)
	Interest income from affiliates				—				2
	Other, net				1				4
		Total other income and deductions			(78	)			(72	)
Income before income taxes					91				116
Income taxes					37				46
Net income					54				70
Other comprehensive loss, net of income taxes
	Change in unrealized loss on cash-flow hedges				—				(2	)
		Other comprehensive loss			—				(2	)
Comprehensive income				$	54			$	68

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					For the Three
					Months Ended
					March 31,
					2006				2005
(In millions)
Cash flows from operating activities
	Net income				$	54			$	70
	Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
		Depreciation, amortization and accretion				98				97
		Deferred income taxes and amortization of investment tax credits				(8	)			257
		Provision for uncollectible accounts				4				6
		Equity in losses of unconsolidated affiliates				3				4
		Other non-cash operating activities				11				11
		Changes in assets and liabilities
			Accounts receivable			58				18
			Inventories			(3	)			(1	)
			Other current assets			(7	)			(4	)
			Accounts payable, accrued expenses and other current liabilities			(25	)			(43	)
			Changes in receivables and payables to affiliates			27				47
			Income taxes			59				(211	)
			Net realized and unrealized mark-to-market and hedging transactions			10				—
			Pension and non-pension postretirement benefits obligation			17				(785	)
			Other noncurrent assets and liabilities			(1	)			(9	)
Net cash flows provided by (used in) operating activities						297				(543	)
Cash flows from investing activities
	Capital expenditures					(234	)			(184	)
	Changes in Exelon intercompany money pool contributions					—				207
	Change in restricted cash					(2	)			(2	)
Net cash flows provided by (used in) investing activities						(236	)			21
Cash flows from financing activities
	Changes in short-term debt					(151	)			—
	Issuance of long-term debt					320				91
	Retirement of long-term debt					—				(91	)
	Retirement of Exelon intercompany money pool borrowings					(140	)			—
	Retirement of long-term debt to ComEd Transitional Funding Trust					(89	)			(97	)
	Dividends paid on common stock					—				(138	)
	Contributions from parent					—				834
	Other financing activities					(3	)			(2	)
Net cash flows provided by (used in) financing activities						(63	)			597
Increase (decrease) in cash and cash equivalents						(2	)			75
Cash and cash equivalents at beginning of period						38				30
Cash and cash equivalents at end of period					$	36			$	105

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				March 31,				December 31,
				2006				2005
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	36			$	38
	Restricted cash				2				—
	Accounts receivable, net
		Customer			717				806
		Other			43				46
	Inventories, at average cost				53				50
	Deferred income taxes				15				13
	Receivables from affiliates				15				37
	Other				41				34
		Total current assets			922				1,024
Property, plant and equipment, net					10,054				9,906
Deferred debits and other assets
	Investments				42				41
	Investments in affiliates				31				34
	Goodwill				3,475				3,475
	Receivables from affiliates				1,530				1,447
	Prepaid pension asset				932				938
	Other				352				346
		Total deferred debits and other assets			6,362				6,281
Total assets				$	17,338			$	17,211

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				March 31,				December 31,
				2006				2005
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Long-term debt due within one year			$	328			$	328
	Long-term debt to ComEd Transitional Funding Trust due within one year				306				307
	Accounts payable				206				223
	Accrued expenses				432				417
	Payables to affiliates				284				278
	Commercial paper				308				459
	Borrowing from Exelon intercompany money pool				—				140
	Customer deposits				114				110
	Other				60				46
		Total current liabilities			2,038				2,308
Long-term debt					2,822				2,500
Long-term debt to ComEd Transitional Funding Trust					592				680
Long-term debt to other financing trusts					361				361
Deferred credits and other liabilities
	Deferred income taxes				2,143				2,147
	Unamortized investment tax credits				42				43
	Asset retirement obligations				153				151
	Non-pension postretirement benefits obligation				186				175
	Regulatory liabilities				2,268				2,170
	Other				282				280
		Total deferred credits and other liabilities			5,074				4,966
		Total liabilities			10,887				10,815
Commitments and contingencies
Shareholders’ equity
	Common stock				1,588				1,588
	Other paid-in capital				4,890				4,890
	Retained deficit				(26	)			(81	)
	Accumulated other comprehensive loss				(1	)			(1	)
		Total shareholders’ equity			6,451				6,396
Total liabilities and shareholders’ equity				$	17,338			$	17,211

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																		Accumulated
						Other				Retained				Retained				Other				Total
		Common				Paid-In				Earnings				Earnings				Comprehensive				Shareholders’
(In millions)		Stock				Capital				Unappropriated				Appropriated				Loss				Equity
Balance, December 31, 2005		$	1,588			$	4,890			$	(1,180	)		$	1,099			$	(1	)		$	6,396
Net income			—				—				54				—				—				54
Appropriation of Retained Earnings for future dividends			—				—				(54	)			55				—				1
Other comprehensive income, net of income taxes of $0			—				—				—				—				—				—
Balance, March 31, 2006		$	1,588			$	4,890			$	(1,180	)		$	1,154			$	(1	)		$	6,451

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				Three Months
				Ended March 31,
				2006				2005
(In millions)
Operating revenues
	Operating revenues			$	1,403			$	1,291
	Operating revenues from affiliates				4				4
		Total operating revenues			1,407				1,295
Operating expenses
	Purchased power				71				51
	Purchased power from affiliate				416				381
	Fuel				326				264
	Fuel from affiliate				—				1
	Operating and maintenance				117				109
	Operating and maintenance from affiliates				31				25
	Depreciation and amortization				171				136
	Taxes other than income				65				54
		Total operating expenses			1,197				1,021
Operating income					210				274
Other income and deductions
	Interest expense				(18	)			(13	)
	Interest expense to affiliates				(51	)			(59	)
	Equity in losses of unconsolidated affiliates				(3	)			(4	)
	Interest income from affiliates				—				1
	Other, net				3				1
		Total other income and deductions			(69	)			(74	)
Income before income taxes					141				200
Income taxes					48				71
Net income					93				129
Preferred stock dividends					1				1
Net income on common stock				$	92			$	128
Comprehensive income, net of income taxes
	Net income			$	93			$	129
	Other comprehensive loss, net of income taxes				—				—
Comprehensive income				$	93			$	129

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					For the Three
					Months Ended
					March 31,
					2006				2005
(In millions)
Cash flows from operating activities
	Net income				$	93			$	129
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation, amortization and accretion				171				136
		Deferred income taxes and amortization of investment tax credits				(70	)			(19	)
		Provision for uncollectible accounts				19				6
		Equity in losses of unconsolidated affiliates				3				4
		Other non-cash operating activities				4				(3	)
		Changes in assets and liabilities
			Accounts receivable			(3	)			(20	)
			Inventories			44				74
			Deferred/ over-recovered energy costs			50				27
			Prepaid utility taxes			(139	)			(149	)
			Other current assets			—				4
			Accounts payable, accrued expenses and other current liabilities			(68	)			(67	)
			Change in receivables and payables to affiliates, net			7				10
			Income taxes			136				82
			Pension asset and non-pension postretirement benefits obligation			5				(141	)
			Other noncurrent assets and liabilities			(5	)			(1	)
Net cash flows provided by operating activities						247				72
Cash flows from investing activities
	Capital expenditures					(90	)			(56	)
	Changes in Exelon intercompany money pool contributions					8				34
	Change in restricted cash					(1	)			(4	)
	Other investing activities					(1	)			3
Net cash flows used in investing activities						(84	)			(23	)
Cash flows from financing activities
	Retirement of long-term debt					—				(4	)
	Retirement of long-term debt to PECO Energy Transition Trust					(126	)			(108	)
	Change in short-term debt					87				36
	Dividends paid on common and preferred stock					(117	)			(116	)
	Contributions from parent					36				144
Net cash flows used in financing activities						(120	)			(48	)
Increase in cash and cash equivalents						43				1
Cash and cash equivalents at beginning of period						37				74
Cash and cash equivalents at end of period					$	80			$	75

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				March 31,				December 31,
				2006				2005
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	80			$	37
	Restricted cash				3				2
	Accounts receivable, net
		Customer			436				454
		Other			29				57
		Affiliate			—				13
	Inventories, at average cost
		Gas			107				151
		Materials and supplies			11				11
	Contributions to Exelon intercompany money pool				—				8
	Deferred income taxes				21				7
	Deferred energy costs				—				39
	Prepaid utility taxes				139				—
	Other				17				16
		Total current assets			843				795
Property, plant and equipment, net					4,520				4,471
Deferred debits and other assets
	Regulatory assets				4,235				4,386
	Investments				23				22
	Investment in affiliates				71				73
	Receivable from affiliate				88				68
	Prepaid pension asset				195				195
	Other				8				8
		Total deferred debits and other assets			4,620				4,752
Total assets				$	9,983			$	10,018

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				March 31,				December 31,
				2006				2005
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Commercial paper			$	307			$	220
	Long-term debt to PECO Energy Transition Trust due within one year				396				199
	Accounts payable				128				182
	Accrued expenses				177				92
	Payables to affiliates				172				178
	Customer deposits				57				54
	Over-recovered energy costs				11				—
	Other				9				11
		Total current liabilities			1,257				936
Long-term debt					1,183				1,183
Long-term debt to PECO Energy Transition Trust					2,453				2,776
Long-term debt to other financing trusts					184				184
Deferred credits and other liabilities
	Deferred income taxes				2,728				2,781
	Unamortized investment tax credits				16				17
	Asset retirement obligations				21				20
	Non-pension postretirement benefits obligation				283				278
	Other				142				139
		Total deferred credits and other liabilities			3,190				3,235
		Total liabilities			8,267				8,314
Commitments and contingencies
Shareholders’ equity
	Common stock				2,193				2,193
	Preferred stock				87				87
	Receivable from parent				(1,196	)			(1,232	)
	Retained earnings				625				649
	Accumulated other comprehensive income				7				7
		Total shareholders’ equity			1,716				1,704
Total liabilities and shareholders’ equity				$	9,983			$	10,018

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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, 2005		$	2,193			$	87			$	(1,232	)		$	649			$	7			$	1,704
Net income			—				—				—				93				—				93
Common stock dividends			—				—				—				(116	)			—				(116	)
Preferred stock dividends			—				—				—				(1	)			—				(1	)
Repayment of receivable from parent			—				—				36				—				—				36
Other comprehensive loss, net of income taxes of $(1)			—				—				—				—				—				—
Balance, March 31, 2006		$	2,193			$	87			$	(1,196	)		$	625			$	7			$	1,716

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				Three Months
				Ended March 31,
(In millions)				2006				2005
Operating revenues
	Operating revenues			$	1,032			$	885
	Operating revenues from affiliates				1,188				1,135
		Total operating revenues			2,220				2,020
Operating expenses
	Purchased power				363				450
	Fuel				611				358
	Operating and maintenance				593				541
	Operating and maintenance from affiliates				75				68
	Depreciation and amortization				67				62
	Taxes other than income				43				35
		Total operating expenses			1,752				1,514
Operating income					468				506
Other income and deductions
	Interest expense				(42	)			(27	)
	Interest expense to affiliates				(1	)			(2	)
	Equity in losses of unconsolidated affiliates				(3	)			—
	Other, net				7				18
		Total other income and deductions			(39	)			(11	)
Income from continuing operations before income taxes					429				495
Income taxes					161				191
Income from continuing operations					268				304
Gain on disposal of discontinued operations (net of taxes of $5 for the three months ended March 31, 2005)					—				16
Net income					268				320
Other comprehensive income (loss), net of income taxes
	Change in unrealized gain (loss) on cash-flow hedges				92				(124	)
	Unrealized gain (loss) on marketable securities				28				(15	)
		Other comprehensive income (loss)			120				(139	)
Comprehensive income				$	388			$	181

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					For the Three
					Months Ended
					March 31,
(In millions)					2006				2005
Cash flows from operating activities
	Net income				$	268			$	320
	Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
		Depreciation, amortization and accretion, including nuclear fuel				226				220
		Deferred income taxes and amortization of investment tax credits				(1	)			363
		Equity in losses of unconsolidated affiliates				3				—
		Gain on sale of investments				—				(21	)
		Net realized (gains) losses on nuclear decommissioning trust funds				2				(1	)
		Other decommissioning-related activities				(6	)			(5	)
		Other non-cash operating activities				40				(7	)
		Changes in assets and liabilities
			Accounts receivable			150				59
			Receivables and payables to affiliates, net			60				(58	)
			Inventories			24				4
			Other current assets			(24	)			(30	)
			Accounts payable, accrued expenses and other current liabilities			(307	)			(57	)
			Counterparty collateral asset			146				(22	)
			Counterparty collateral liability			(41	)			(1	)
			Income taxes			85				(66	)
			Net realized and unrealized mark-to-market and hedging transactions			23				(77	)
			Pension and non-pension postretirement benefits obligation			26				(855	)
			Other noncurrent assets and liabilities			(72	)			(4	)
Net cash flows provided by (used in) operating activities						602				(238	)
Cash flows from investing activities
	Capital expenditures					(286	)			(247	)
	Proceeds from nuclear decommissioning trust fund sales					932				782
	Investment in nuclear decommissioning trust funds					(1,000	)			(834	)
	Acquisitions of businesses, net of cash acquired					—				(97	)
	Proceeds from sales of wholly owned subsidiaries, net of $32 of cash sold during the three months ended March 31, 2005					—				103
	Change in restricted cash					1				(2	)
	Other investing activities					(1	)			(3	)
Net cash flows used in investing activities						(354	)			(298	)
Cash flows from financing activities
	Retirement of long-term debt					—				(1	)
	Changes in Exelon intercompany money pool borrowings					(88	)			(246	)
	Distribution to member					(165	)			(239	)
	Contribution from member					—				843
	Other financing activities					2				—
Net cash flows provided by (used in) financing activities						(251	)			357
Decrease in cash and cash equivalents						(3	)			(179	)
Cash and cash equivalents at beginning of period						34				263
Cash and cash equivalents at end of period					$	31			$	84

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				March 31,				December 31,
(In millions)				2006				2005
ASSETS
Current assets
	Cash and cash equivalents			$	31			$	34
	Restricted cash and investments				2				3
	Accounts receivable, net
		Customer			446				585
		Other			85				109
	Mark-to-market derivative assets				637				916
	Receivable from affiliates				405				411
	Inventories, at average cost
		Fossil fuel			141				160
		Materials and supplies			293				290
	Deferred income taxes				39				35
	Prepayments and other current assets				364				497
		Total current assets			2,443				3,040
Property, plant and equipment, net					7,586				7,464
Deferred debits and other assets
	Nuclear decommissioning trust funds				5,832				5,585
	Investments				120				120
	Mark-to-market derivative assets				331				286
	Prepaid pension asset				1,007				1,013
	Other				256				216
		Total deferred debits and other assets			7,546				7,220
Total assets				$	17,575			$	17,724

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				March 31,				December 31,
				2006				2005
(In millions)
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
	Long-term debt due within one year			$	12			$	12
	Accounts payable				728				954
	Mark-to-market derivative liabilities				947				1,282
	Payables to affiliates				58				4
	Borrowings from Exelon intercompany money pool				4				92
	Commercial paper				313				311
	Accrued expenses				411				415
	Other				314				330
		Total current liabilities			2,787				3,400
Long-term debt					1,788				1,788
Deferred credits and other liabilities
	Asset retirement obligations				4,047				3,986
	Pension obligation				17				13
	Non-pension postretirement benefits obligations				556				541
	Spent nuclear fuel obligation				915				906
	Deferred income taxes				773				663
	Unamortized investment tax credits				200				202
	Payables to affiliates				1,605				1,503
	Mark-to-market derivative liabilities				432				460
	Other				251				280
		Total deferred credits and other liabilities			8,796				8,554
		Total liabilities			13,371				13,742
Commitments and contingencies
Minority interest of consolidated subsidiary					1				2
Member’s equity
	Membership interest				3,220				3,220
	Undistributed earnings				1,105				1,002
	Accumulated other comprehensive loss				(122	)			(242	)
		Total member’s equity			4,203				3,980
Total liabilities and member’s equity				$	17,575			$	17,724

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										Accumulated
										Other				Total
		Membership				Undistributed				Comprehensive				Member’s
(In millions)		Interest				Earnings				Income (Loss)				Equity
Balance, December 31, 2005		$	3,220			$	1,002			$	(242	)		$	3,980
Net income			—				268				—				268
Distribution to member			—				(165	)			—				(165	)
Other comprehensive income, net of income taxes of $102			—				—				120				120
Balance, March 31, 2006		$	3,220			$	1,105			$	(122	)		$	4,203

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

2.	Discontinued Operations (Exelon and Generation)

25

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Three Months Ended March 31, 2005		Sithe(a)				Enterprises(b)				Total
Total operating revenues		$	30			$	4			$	34
Operating income (loss)			5				(2	)			3
Income before income taxes			20	(c)			(4	)			16

(a)	Includes Sithe’s results of operations from January 1, 2005 through January 31, 2005, which was the date of the sale. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.

(b)		Excludes certain investments.
(c)		Sithe includes a pre-tax gain on sale of $21 million.

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

	SFAS No. 123-R

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			Three Months
			Ended
			March 31,
Components of Stock-based Compensation Expense			2006				2005
Stock options			$	17			$	—
Performance shares				21				11
Other stock-based awards				1				1
Total stock-based compensation included in operating and maintenance expense			$	39			$	12
	Income tax benefit			(15	)			(5	)
Total after-tax stock-based compensation expense			$	24			$	7

	Stock Options

		Three Months
		Ended
		March 31,
		2006				2005
Dividend yield			3.2	%			3.6	%
Expected volatility			25.5	%			18.1	%
Risk-free interest rate			4.27	%			3.83	%
Expected life (years)			6.25				6.25

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						Weighted				Weighted
						Average				Average
						Exercise				Remaining				Aggregate
						Price				Contractual				Intrinsic
		Shares				(per share)				Life				Value
Balance at December 31, 2005			21,674,270			$	31.23
Options granted/assumed			4,067,995				58.55
Options exercised			(2,599,923	)			29.62
Options forfeited/cancelled			(85,205	)			39.28
Balance at March 31, 2006			23,057,137				36.20				7.25			$	385,022,603
Exercisable at March 31, 2006(a)			11,843,040				30.04				5.95				270,736,274

(a)	Includes options issued to retirement-eligible employees.

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						Weighted
						Average
						Exercise
						Price
		Shares				(per share)
Nonvested at December 31, 2005			12,000,284			$	35.42
Granted			4,067,995				58.55
Vested			(4,770,177	)			37.83
Forfeited			(84,005	)			39.55
Nonvested at March 31, 2006			11,214,097				42.71

	Performance Share Awards

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	Other Stock-Based Awards

	2005 Pro Forma Information

			Three Months
			Ended
			March 31, 2005
Net income — as reported			$	521
Add: Stock-based compensation expense included in reported net income, net of income taxes				7
Deduct: Total stock-based compensation expense determined under fair-value method for all awards, net of income taxes(a)				(11	)
Pro forma net income			$	517
Earnings per share:
	Basic — as reported		$	0.78
	Basic — pro forma		$	0.78
	Diluted — as reported		$	0.77
	Diluted — pro forma		$	0.77

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

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4.	Acquisitions and Dispositions (Exelon and Generation)

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		Three Months
		Ended
		March 31, 2005(a)
Operating revenues		$	30
Operating income			5
Net income(b)			16

(a)	Sithe was sold on January 31, 2005. Accordingly, results include only one month of operations.

(b)		Net income for the three months ended March 31, 2005 included a pre-tax gain on sale of Sithe of $21 million.

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

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6.	Intangible Assets (Exelon, ComEd and Generation)

		March 31, 2006												December 31, 2005
						Accumulated												Accumulated
Exelon		Gross				Amortization				Net				Gross				Amortization				Net
Synthetic fuel investments(a)		$	264			$	(137	)		$	127			$	264			$	(121	)		$	143
Intangible pension asset			34				—				34				34				—				34
Total intangible assets		$	298			$	(137	)		$	161			$	298			$	(121	)		$	177

(a)		See Note 3 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2005 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 for further information on Exelon’s investments in synthetic fuel-producing facilities.

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

	Commercial Paper

Borrower		March 31, 2006				December 31, 2005
Exelon		$	93			$	—
ComEd			308				459
PECO			307				220
Generation			313				311

	Credit Facilities

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	Generation

	ComEd

	Issuance of Long-Term Debt

Interest

Company

Type

Rate

Maturity

Amount

ComEd

First Mortgage Bonds

5.90

%

March 15, 2036

$

325

(a)

(a)		Excludes unamortized bond discounts.

	SCEP

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

Salary Continuance Severance		ComEd				PECO				Generation				Other(a)				Exelon
Expense (income) recorded for the three months ended March 31, 2006		$	(1	)		$	—			$	1	(b)		$	1			$	1	(b)
Expense (income) recorded for the three months ended March 31, 2005			(1	)			1				(1	)			(1	)			(2	)

(a)		Other includes corporate operations, shared service entities, including Exelon Business Services Company (BSC) and Enterprises.
(b)		Excludes reduction of previously recorded severance charges of approximately $1 million related to Salem, of which Generation owns 42.59% and which is operated by PSEG.

Salary Continuance Obligations		ComEd				PECO				Generation				Other(a)				Exelon
Balance at January 1, 2006		$	8			$	1			$	7			$	6			$	22
Severance (benefits) charges recorded			(1	)			—				1				1				1
Cash payments			(1	)			—				(1	)			(2	)			(4	)
Balance at March 31, 2006		$	6			$	1			$	7			$	5			$	19

(a)		Other includes corporate operations, shared service entities, including BSC and Enterprises.

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

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											Other Post-
			Pension Benefits								retirement Benefits
			Three Months Ended								Three Months Ended
			March 31,								March 31,
			2006				2005				2006				2005
Service cost			$	41			$	38			$	25			$	23
Interest cost				142				139				47				43
Expected return on assets				(204	)			(192	)			(26	)			(24	)
Amortization of:
	Transition obligation (asset)			—				(1	)			2				2
	Prior service cost (benefit)			4				4				(23	)			(22	)
	Actuarial loss			40				30				23				17
Net periodic benefit cost			$	23			$	18			$	48			$	39

		Three Months Ended
		March 31,
Pension and Postretirement Benefit Costs(a)		2006				2005
ComEd		$	19			$	19
PECO			10				6
Generation			31				24

(a)		Includes capitalized costs and operating and maintenance expense.

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		Three Months
		Ended
		March 31,
Savings Plan Matching Contributions		2006				2005
Exelon		$	15			$	14
ComEd			4				4
PECO			2				2
Generation			8				7

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

	Exelon

			Three Months
			Ended
			March 31,
			2006				2005
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			3.4				3.9
	Synthetic fuel-producing facilities credit(a)			(4.4	)			(7.4	)
	Qualified nuclear decommissioning trust fund income			0.5				0.4
	Manufacturer’s deduction			(0.8	)			(0.2	)
	Tax exempt income			(0.5	)			(0.4	)
	Nontaxable postretirement benefits			(0.4	)			(0.4	)
	Amortization of investment tax credit			(0.5	)			(0.4	)
	Other			1.2				0.4
Effective income tax rate				33.5	%			30.9	%

(a)		See Notes 3 and 12 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2005 Annual Report on Form 10-K for further information regarding investments in synthetic fuel-producing facilities.

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	ComEd

			Three Months
			Ended
			March 31,
			2006				2005
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.8				4.8
	Amortization of regulatory asset			0.7				0.7
	Nontaxable postretirement benefits			(0.7	)			(0.6	)
	Amortization of investment tax credit			(0.8	)			(0.7	)
	Other			1.7				0.5
Effective income tax rate				40.7	%			39.7	%

	PECO

			Three Months
			Ended
			March 31,
			2006				2005
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			(0.6	)			(0.2	)
	Plant basis differences			0.1				0.3
	Nontaxable postretirement benefits			(0.3	)			(0.2	)
	Amortization of investment tax credit			(0.4	)			(0.3	)
	Other			0.2				0.9
Effective income tax rate				34.0	%			35.5	%

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	Generation

			Three Months
			Ended
			March 31,
			2006				2005
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.4				4.9
	Qualified nuclear decommissioning trust fund income			0.7				0.5
	Manufacturer’s deduction			(1.1	)			(0.3	)
	Tax exempt income			(0.7	)			(0.5	)
	Nontaxable postretirement benefits			(0.3	)			(0.2	)
	Amortization of investment tax credit			(0.3	)			(0.3	)
	Other			(0.2	)			(0.5	)
Effective income tax rate				37.5	%			38.6	%

	Investments in Synthetic Fuel-Producing Facilities

		Estimated
		2006
Beginning of Phase-Out Range(a)		$	59
End of Phase-Out Range(a)			75
2006 Annual Average NYMEX			67

(a)		Estimated phase-out ranges are calculated using inflation rates published by the Internal Revenue Service (IRS) subsequent to March 31, 2006. The inflation rate used by Exelon to estimate the 2006 phase-out range was 2%.

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	1999 Sale of Fossil Generating Assets

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11.	Asset Retirement Obligations (Exelon, ComEd, PECO and Generation)

	Nuclear Decommissioning Asset Retirement Obligations (ARO) (Exelon and Generation)

		Exelon and Generation
Nuclear decommissioning AROs at January 1, 2006		$	3,921
Accretion expense			63
Payments to decommission retired plants			(3	)
Nuclear decommissioning AROs at March 31, 2006		$	3,981

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		Nuclear Decommissioning Trust Fund Investments (Exelon and Generation)

	Non-Nuclear AROs (Exelon, ComEd, PECO and Generation)

		Exelon				ComEd				PECO				Generation
Non-nuclear AROs at January 1, 2006		$	236			$	151			$	20			$	65
Accretion expense(a)			3				2				1				1
Non-nuclear AROs at March 31, 2006		$	239			$	153			$	21			$	66

(a)		For ComEd and PECO, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulations.

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

	Earnings per Share

		Three Months
		Ended
		March 31,
		2006				2005
Income from continuing operations		$	399			$	507
Income from discontinued operations			1				14
Net income		$	400			$	521
Average common shares outstanding — basic			669				666
Assumed exercise of stock options, performance share awards and restricted stock			6				9
Average common shares outstanding — diluted			675				675

	Share Repurchase Program

	Other Share Repurchases

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

	Energy Commitments

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	Commercial Commitments

	•	Letters of credit and guarantees (outside the scope of FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others”) increased $52 million and $15 million, respectively, primarily as a result of energy trading activities.

	Environmental Liabilities

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		Total
		Environmental
		Investigation and				Portion of Total Related
		Remediation				to MGP Investigation
March 31, 2006		Reserve				and Remediation (a)
ComEd		$	53			$	46
PECO			42				40
Generation			21				—
Exelon		$	116			$	86

(a)		Discounted.

		Total
		Environmental
		Investigation and				Portion of Total Related
		Remediation				to MGP Investigation
December 31, 2005		Reserve				and Remediation(a)
ComEd		$	54			$	48
PECO			47				41
Generation			27				—
Exelon		$	128			$	89

(a)		Discounted.

	Section 316(b) of the Clean Water Act

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	Nuclear Generating Station Groundwater

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	Cotter Corporation

	Leases

	Litigation

	Exelon, PECO and Generation

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	ComEd

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	Generation

	PECO and Generation

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	Exelon, ComEd, PECO and Generation

	Income Taxes

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

	Supplemental Income Statement Information

			Three Months
			Ended
			March 31,
Exelon			2006				2005
Investment income			$	3			$	3
Gain on disposition of assets and investments, net				1				2
Decommissioning-related activities:
	Decommissioning trust fund income(a)			29				28
	Decommissioning trust fund income — AmerGen(a)			9				13
	Other-than-temporary impairment of decommissioning trust funds(b)			(3	)			(8	)
	Regulatory offset to non-operating decommissioning-related activities(c)			(26	)			(21	)
Net direct financing lease income				6				5
Allowance for funds used during construction (AFUDC), equity				—				1
Unrealized income tax credits(d)				29				—
Other				(2	)			7
Other, net			$	46			$	30

(a)		Includes investment income and realized gains and losses.
(b)		For the three months ended March 31, 2006, includes other-than-temporary impairments totaling $3 million on nuclear decommissioning trust funds for the former ComEd units. For the three months ended March 31, 2005, includes other-than-temporary impairments totaling $7 million and $1 million on nuclear decommissioning trust funds for the former ComEd units and AmerGen units, respectively.
(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 13 and 16 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s Annual Report on 2005 Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.
(d)		Receivable for the contractual recovery of unrealized income tax credits related to Exelon’s investment in synthetic fuel-producing facilities. See Note 10 — Income Taxes for further information.

		Three Months
		Ended
		March 31,
ComEd		2006				2005
Investment income		$	—			$	1
Gain on disposition of assets and investments, net			—				3
AFUDC, equity			—				1
Other			1				(1	)
Other, net		$	1			$	4

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		Three Months
		Ended
		March 31,
PECO		2006				2005
Investment income		$	2			$	2
Other			1				(1	)
Other, net		$	3			$	1

			Three Months
			Ended
			March 31,
Generation			2006				2005
Decommissioning-related activities:
	Decommissioning trust fund income(a)		$	29			$	28
	Decommissioning trust fund income — AmerGen(a)			9				13
	Other-than-temporary impairment of decommissioning trust funds(b)			(3	)			(8	)
	Contractual offset to non-operating decommissioning-related activities(c)			(26	)			(21	)
Other				(2	)			6
Other, net			$	7			$	18

(a)		Includes investment income and realized gains and losses.
(b)		For the three months ended March 31, 2006, includes other-than-temporary impairments totaling $3 million on nuclear decommissioning trust funds for the former ComEd units. For the three months ended March 31, 2005, includes other-than-temporary impairments totaling $7 million and $1 million on nuclear decommissioning trust funds for the former ComEd units and AmerGen units, respectively.
(c)		Includes the elimination of non-operating decommissioning-related activity for those units that are subject to contractual accounting, including the elimination of decommissioning trust fund income and other-than-temporary impairments for certain nuclear units. See Notes 13 and 16 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2005 Annual Report Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.

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	Supplemental Balance Sheet Information

		March 31,				December 31,
Exelon and ComEd		2006				2005
Regulatory assets (liabilities):
Nuclear decommissioning		$	(1,516	)		$	(1,435	)
Removal costs			(1,025	)			(1,015	)
Reacquired debt costs and interest-rate swap settlements			102				107
Conditional asset retirement obligations			93				91
Recoverable transition costs			40				43
Deferred income taxes			8				8
Other			30				31
Total net regulatory liabilities		$	(2,268	)		$	(2,170	)

		March 31,				December 31,
Exelon and PECO		2006				2005
Regulatory assets (liabilities):
Competitive transition charges		$	3,401			$	3,532
Deferred income taxes			784				781
Non-pension postretirement benefits			44				45
Reacquired debt costs			35				36
MGP regulatory asset			20				26
Conditional asset retirement obligations			14				13
U.S. Department of Energy facility decommissioning			11				13
Nuclear decommissioning			(88	)			(68	)
Other			14				8
Long-term regulatory assets			4,235				4,386
Deferred (over-recovered) energy costs — current asset (liability)			(11	)			39
Total net regulatory assets		$	4,224			$	4,425

March 31, 2006			Exelon				ComEd				PECO				Generation
Property, plant and equipment:
	Accumulated depreciation		$	8,033	(a)		$	1,285			$	2,198			$	4,418	(a)
Accounts receivable:
	Allowance for uncollectible accounts			87				19				45				15

(a)	Includes accumulated amortization of nuclear fuel of $2,151 million.

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December 31, 2005			Exelon				ComEd				PECO				Generation
Property, plant and equipment:
	Accumulated depreciation		$	7,872	(a)		$	1,253			$	2,172			$	4,315	(a)
Accounts receivable:
	Allowance for uncollectible accounts			77				20				39				15

(a)	Includes accumulated amortization of nuclear fuel of $2,103 million.

			March 31,				December 31,
Exelon and Generation			2006				2005
Other current assets:
	Counterparty collateral asset		$	139			$	285
Other current liabilities:
	Counterparty collateral liability			60				101

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

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	Three Months Ended March 31, 2006 and 2005

		ComEd				PECO				Generation				Other(a)				Eliminations				Consolidated
Total revenues(b):
2006		$	1,426			$	1,407			$	2,220			$	205			$	(1,397	)		$	3,861
2005			1,386				1,295				2,020				168				(1,308	)			3,561
Intersegment revenues:
2006		$	2			$	2			$	1,188			$	205			$	(1,397	)		$	—
2005			2				2				1,135				169				(1,308	)			—
Income from continuing operations before income taxes:
2006		$	91			$	141			$	429			$	(61	)		$	—			$	600
2005			116				200				495				(77	)			—				734
Income taxes:
2006		$	37			$	48			$	161			$	(45	)		$	—			$	201
2005			46				71				191				(81	)			—				227
Income from continuing operations:
2006		$	54			$	93			$	268			$	(16	)		$	—			$	399
2005			70				129				304				4				—				507
Income from discontinued operations:
2006		$	—			$	—			$	—			$	1			$	—			$	1
2005			—				—				16				(2	)			—				14
Net income:
2006		$	54			$	93			$	268			$	(15	)		$	—			$	400
2005			70				129				320				2				—				521
Total assets:
March 31, 2006		$	17,338			$	9,983			$	17,575			$	13,157			$	(15,759	)		$	42,294
December 31, 2005			17,211				10,018				17,724				13,019				(15,583	)			42,389

(a)		Other includes corporate operations, shared service entities, including BSC, Enterprises and investments in synthetic fuel-producing facilities.
(b)		For the three months ended March 31, 2006 and 2005, utility taxes of $62 million and $63 million, respectively, are included in revenues and expenses for ComEd. For the three months ended March 31, 2006 and 2005, utility taxes of $57 million and $52 million, respectively, are included in revenues and expenses for PECO.

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

	Exelon and ComEd

			Three Months Ended
			March 31,
			2006				2005
Operating revenues from affiliates
	ComEd Transitional Funding Trust		$	1			$	1
Interest expense to affiliates
	ComEd Transitional Funding Trust			14				19
	ComEd Financing II			3				3
	ComEd Financing III			3				3
Equity in earnings (losses) of unconsolidated affiliates
	ComEd Funding LLC			(3	)			(4	)

			March 31,				December 31,
			2006				2005
Receivables from affiliates (current)
	ComEd Transitional Funding Trust		$	15			$	14
Investment in affiliates
	ComEd Funding LLC			15				18
	ComEd Financing II			10				10
	ComEd Financing III			6				6
Receivable from affiliates (noncurrent)
	ComEd Transitional Funding Trust			13				12
Payables to affiliates (current)
	ComEd Financing II			3				6
	ComEd Financing III			—				4
Long-term debt to ComEd Transitional Funding Trust and other financing trusts (including due within one year)
	ComEd Transitional Funding Trust			898				987
	ComEd Financing II			155				155
	ComEd Financing III			206				206

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			Three Months Ended
			March 31,
			2006				2005
Operating revenues from affiliates
	Generation(a)		$	2			$	2
Purchased power from affiliate
	PPA with Generation(b)			771				753
Operations and maintenance from affiliates
	BSC(c)			52				44
Interest income from affiliates
	Exelon intercompany money pool(d)			—				2
Capitalized costs
	BSC(c)			17				14
Cash dividends paid to parent				—				138

			March 31,				December 31,
			2006				2005
Receivables from affiliates (current)
	Other		$	—			$	23
Receivables from affiliates (noncurrent)
	Generation(e)			1,517				1,435
Payables to affiliates (current)
	Generation decommissioning(f)			11				11
	Generation(a),(b)			251				242
	BSC(c)			19				14
Borrowings from Exelon intercompany money pool(d)				—				140

(a)		ComEd provides retail electric and ancillary services to Generation.
(b)		ComEd has entered into a full-requirements purchase power agreement (PPA), as amended, with Generation. See Note 17 of ComEd’s Notes to Consolidated Financial Statements within ComEd’s 2005 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 participated in Exelon’s intercompany money pool, whereby ComEd earned interest on its contributions to the money pool and paid interest on its borrowings from the money pool at a market rate of interest. As of January 10, 2006, ComEd suspended participation in the money pool and on February 22, 2006, entered into a $1 billion senior secured three year revolving credit agreement among a group of lenders. See Note 7 — Debt and Credit Agreements for additional information
(e)		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

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		decommissioning, such amounts are due back to ComEd for payment to ComEd’s customers. See Note 11 of ComEd’s Notes to Consolidated Financial Statements within ComEd’s 2005 Annual Report on Form 10-K for additional information.
(f)		ComEd has a short-term payable to Generation, primarily representing ComEd’s legal requirements to remit collections of nuclear decommissioning costs from its customers to Generation.

	Exelon and PECO

			Three Months Ended
			March 31,
			2006				2005
Operating revenues from affiliates
	PETT(a)		$	2			$	2
Interest expense to affiliates
	PETT			48				56
	PECO Trust III			2				2
	PECO Trust IV			1				1
Equity in losses of unconsolidated affiliates
	PETT			3				4

			March 31,				December 31,
			2006				2005
Investment in affiliates
	PETT		$	61			$	63
	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			2,849				2,975
	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.

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			Three Months Ended
			March 31,
			2006				2005
Operating revenues from affiliates
	Generation(a)			$  2			$	2
Purchased power from affiliate
	Generation(b)			416				381
Fuel from affiliate
	Generation(c)			—				1
Operations and maintenance from affiliates
	BSC(d)			31				25
Interest income from affiliates
	Other			—				1
Capitalized costs
	BSC(d)			17				6
Cash dividends paid to parent				116				115

			March 31,				December 31,
			2006				2005
Receivable from affiliate (current)
	BSC		$	—			$	13
Contributions to Exelon intercompany money pool(e)				—				8
Receivable from affiliate (noncurrent)
	Generation decommissioning(f)			88				68
Payables to affiliates (current)
	Generation(b)			143				151
	BSC(d)			25				26
Shareholders’ equity — receivable from parent(g)				1,196				1,232

(a)		PECO provides energy to Generation for Generation’s own use.
(b)		PECO has entered into a PPA with Generation. See Note 15 of PECO’s Notes to Consolidated Financial Statements within PECO’s 2005 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.

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(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 2005 Annual Report on Form 10-K for additional 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 2006 through 2010.

	Generation

			Three Months Ended
			March 31,
			2006				2005
Operating revenues from affiliates
	ComEd(a)			$771			$	753
	PECO(a)			416				382
	BSC			1				—
Operations and maintenance from affiliates
	ComEd(b)			2				2
	PECO(b)			2				2
	BSC(c)			71				64
Interest expense to affiliate
	Exelon intercompany money pool(d)			1				2
Cash distribution paid to member				165				239
Cash contribution received from member				—				843

			March 31,				December 31,
			2006				2005
Receivables from affiliates (current)
	ComEd(a)		$	251			$	242
	ComEd decommissioning(e)			11				11
	PECO(a)			143				151
	BSC(c)			—				7
Payables to affiliates (current)
	Exelon(f)			2				4
	BSC(c)			56				—
Borrowings from Exelon intercompany money pool(d)				4				92
Payables to affiliates (noncurrent)
	ComEd decommissioning(g)			1,517				1,435
	PECO decommissioning(g)			88				68

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(a)		Generation has entered into PPAs with ComEd and PECO, as amended, to provide the full energy requirements of ComEd and PECO. See Note 17 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2005 Annual Report on Form 10-K for additional information regarding the PPAs.
(b)		Generation purchases retail and 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. Effective April 1, 2004, Generation entered into a one-year gas supply agreement with PECO. See Note 17 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2005 Annual Report on Form 10-K for additional information regarding the PPAs.
(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 to 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)		Generation has short-term receivable from ComEd, primarily representing ComEd’s legal requirements to remit collections of nuclear decommissioning costs from its customers to Generation.
(f)		In order to facilitate payment processing, Exelon processes certain invoice payments on behalf of Generation.
(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 the customers. See Note 13 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2005 Annual Report on Form 10-K for additional information.

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

	Interest-Rate Swaps (Exelon, ComEd and PECO)

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	Energy-Related Derivatives (Exelon, ComEd and Generation)

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		Generation																								Exelon
																										Energy-
		Cash-Flow				Other				Proprietary																Related
Derivatives		Hedges				Derivatives				Trading				SubTotal				ComEd				Other(a)				Derivatives
Current assets		$	347			$	266			$	24			$	637			$	—			$	—			$	637
Noncurrent assets			200				10				121				331				—				38				369
Total mark-to-market energy contract assets		$	547			$	276			$	145			$	968			$	—			$	38			$	1,006
Current liabilities		$	(640	)		$	(289	)		$	(18	)		$	(947	)		$	(6	)			—			$	(953	)
Noncurrent liabilities			(276	)			(36	)			(120	)			(432	)			(4	)			(1	)			(437	)
Total mark-to-market energy contract liabilities		$	(916	)		$	(325	)		$	(138	)			(1,379	)		$	(10	)			(1	)		$	(1,390	)
Total mark-to-market energy contract net assets (liabilities)		$	(369	)		$	(49	)		$	7			$	(411	)		$	(10	)		$	37			$	(384	)

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

	Cash-Flow Hedges (Generation)

		Total Cash-Flow
		Hedge OCI Activity,
Three Months Ended March 31, 2006		Net of Income Tax
Accumulated OCI derivative loss at December 31, 2005		$	(314	)
Changes in fair value			46
Reclassifications from OCI to net income			45
Accumulated OCI derivative loss at March 31, 2006		$	(223	)

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		Total Cash-Flow
		Hedge OCI Activity,
Three Months Ended March 31, 2005		Net of Income Tax
Accumulated OCI derivative loss at December 31, 2004		$	(137	)
Changes in fair value			(176	)
Reclassifications from OCI to net income			54
Accumulated OCI derivative loss at March 31, 2005		$	(259	)

	Other Derivatives (Exelon, ComEd and Generation)

Three Months Ended March 31, 2006		Generation				ComEd(a)				Other(b)				Exelon
Unrealized mark-to-market gains (losses)		$	(57	)		$	(10	)		$	13			$	(54	)
Realized mark-to-market gains			35				—				—				35
Total net mark-to-market gains (losses)		$	(22	)		$	(10	)		$	13			$	(19	)

(a)		See “Energy-Related Derivatives” above.
(b)		Other includes corporate operations, shared service entities, including BSC, Enterprises and investments in synthetic fuel-producing facilities.

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Three Months Ended March 31, 2005		Generation				ComEd				Other(a)				Exelon
Unrealized mark-to-market gains		$	53			$	—			$	—			$	53
Realized mark-to-market gains			10				—				—				10
Total net mark-to-market gains		$	63			$	—			$	—			$	63

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

		Three
		Months
		Ended
		March 31,
		2006				2005
Unrealized mark-to-market gains		$	2			$	5
Realized mark-to-market gains (losses)			(2	)			7
Total net mark-to-market gains		$	—			$	12

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

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

	•	unrealized mark-to-market losses on contracts not yet settled;
	•	unfavorable weather conditions in Exelon’s service areas;
	•	higher operating and maintenance expenses, including expenses related to stock compensation as a result of adopting FASB Statement No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123-R) and higher non-outage operating costs and nuclear refueling expenses;
	•	increased depreciation and amortization expense, primarily related to competitive transition charge (CTC) amortization at PECO;
	•	reduced earnings from investments in synthetic fuel-producing facilities;
	•	a gain recorded in 2005 associated with the sale of Exelon’s investment in Sithe Energies, Inc. (Sithe);
	•	increased interest expense associated with the debt issued in March 2005 to fund Exelon’s pension contribution; and

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	•	increased taxes other than income due to favorable real estate tax settlements at PECO and Generation in 2005.

	•	higher margins on Generation’s wholesale market sales;
	•	increased electric revenues at PECO associated with certain scheduled rate increases; and
	•	increased kWh deliveries, excluding the effects of weather, reflecting load growth at ComEd and PECO.

	•	Proposed Merger with Public Service Enterprise Group Incorporated (PSEG) — On December 20, 2004, Exelon entered into a merger agreement with PSEG (Merger), and shareholders of both companies approved the transaction in July 2005. As of April 25, 2006, all material regulatory actions required to complete the Merger have been completed with the exception of the approval from the New Jersey Board of Public Utilities (NJBPU) and the United States Nuclear Regulatory Commission (NRC) and the review by the United Sates Department of Justice (DOJ).

	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. Exelon expects to complete all regulatory reviews and close the Merger in the third quarter of 2006.

	•	Illinois Procurement Filing — 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.
	•	House Bill 5766 — On February 24, 2006, House Bill 5766 was introduced in the Illinois General Assembly and was referred to the Rules Committee. This bill, if enacted into law, would result in the extension of the retail rate freeze in Illinois. As ComEd believes the proposed legislation, if enacted into law, would have serious detrimental effects on Illinois, ComEd, and consumers of electricity, ComEd and others are vigorously opposing this legislative initiative.
	•	Nuclear Generating Station Groundwater — 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 minimize the risk of inadvertent discharge of tritium to the environment. The initiative is in response to the detection of tritium in water samples taken related to leaks at the

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		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 will continue to monitor these matters and are working with state and local officials to determine the appropriate remediation plans, where necessary.

	•	Exelon expects the Merger will result in synergies, cost savings and operating efficiencies. Although Exelon expects to achieve these anticipated benefits of the Merger, achieving them is subject to a number of uncertainties.
	•	Certain governmental officials and consumer advocacy groups claim that ComEd’s retail rates for electricity should not be based solely on its cost to procure electricity and capacity in the wholesale market. Additionally, certain parties to ComEd’s pending rate case proceeding have indicated ComEd’s rates for delivering energy should be reduced or not increased. If the price at which ComEd is allowed to sell electricity beginning in 2007 is below ComEd’s cost to procure and deliver electricity, or if ComEd is unable to recover its costs and investment through the Rate Case, there may be material adverse consequences to ComEd and, possibly, Exelon. However, the ICC’s unanimous approval of the reverse-auction process, barring any successful appeals or change in law, should provide ComEd with stability and greater certainty that it will be able to procure energy and pass through the costs of that energy to ComEd’s customers beginning in 2007 through a transparent market mechanism in the reverse-auction competitive bidding process. The results of the Rate Case are expected be known during the third quarter of 2006.
	•	The price of power purchased and sold in the open wholesale energy markets can vary significantly in response to market conditions. Generally, between 60% and 70% of Generation’s supply currently serves ComEd and PECO customers. Consequently, Generation has historically limited its earnings exposure from the volatility of the wholesale energy market to the energy generated in excess of the ComEd and PECO requirements, as well as any other contracted longer term obligations. Following the expiration of the purchased power agreement (PPA) with ComEd at the end of 2006, approximately 70% to 80% of Generation’s supply will be exposed to energy market prices, increasing the volatility of Exelon’s results. While current market prices for electricity have increased significantly over the past few years due to the rise in natural gas and fuel prices in the market which has improved Generation’s margins due to its significant capacity of low-cost nuclear generating facilities, Generation’s ability to maintain those margins will depend on future fossil fuel prices and its ability to obtain high capacity factors at its nuclear plants. As mentioned previously, following the expiration of the PPA between ComEd and Generation, Exelon will increase the amount of power sold into the wholesale energy market. Based on recent increases in market prices, power now being sold to ComEd is likely to be sold in 2007 at higher prices than the prices previously received as part of the PPA.
	•	Federal and state governing bodies have begun to introduce, and in some cases approve, legislation mandating the future use of renewable and alternative fuel sources, such as wind, solar, biomass and geothermal. The extent of the use of these renewable and alternative fuel sources varies by state and could change. The future requirement to use these renewable and alternative fuel sources for some portion of ComEd’s and PECO’s distribution sales could result in increased fuel costs and capital expenditures.
	•	Exelon anticipates that it will be subject to the ongoing pressures of rising operating expenses due to increases in costs such as medical benefits and rising payroll costs due to inflation. Also, Exelon will continue to incur significant capital costs associated with its commitment to produce and deliver energy reliably to its customers. The Company is determined to operate its businesses responsibly and to appropriately manage its operating and capital costs while serving its customers and producing value for its shareholders.

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	•	Exelon, through three wholly owned subsidiaries, has investments in synthetic fuel-producing facilities. The IRS provides tax credits for such facilities under Section 45k (formerly Section 29) of the Internal Revenue Code. Based on the 2006 and 2007 New York Mercantile Exchange, Inc. index (NYMEX) futures prices per barrel of oil at March 31, 2006, Exelon estimates there will be a phase out of tax credits of 52% and 60% in 2006 and 2007, respectively. This would decrease Exelon’s net income as compared to 2005 by as much as $47 million and $53 million in 2006 and 2007, respectively. These estimates can change significantly due to the volatility in oil prices and pending legislation in Congress. See Note 10 of the Combined Notes to Consolidated Financial Statements and Liquidity and Capital Resources for further discussion.

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	Three Months Ended March 31, 2006 Compared To Three Months Ended March 31, 2005

				Three Months
				Ended
				March 31,								Favorable
												(Unfavorable)
Exelon Corporation				2006				2005				Variance
Operating revenues				$	3,861			$	3,561			$	300
Operating expenses
	Purchased power and fuel expense				1,449				1,190				(259	)
	Operating and maintenance expense				1,037				949				(88	)
	Depreciation and amortization				363				319				(44	)
	Taxes other than income				194				172				(22	)
		Total operating expenses			3,043				2,630				(413	)
Operating income					818				931				(113	)
	Other income and deductions				(218	)			(197	)			(21	)
Income from continuing operations before income taxes					600				734				(134	)
Income taxes					201				227				26
Income from continuing operations					399				507				(108	)
Income from discontinued operations, net of income taxes					1				14				(13	)
Net income				$	400			$	521			$	(121	)
Diluted earnings per share				$	0.59			$	0.77			$	(0.18	)

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	Results of Operations by Business Segment

	Income from Continuing Operations by Business Segment

		Three Months
		Ended
		March 31,								Favorable
										(Unfavorable)
		2006				2005				Variance
ComEd		$	54			$	70			$	(16	)
PECO			93				129				(36	)
Generation			268				304				(36	)
Other(a)			(16	)			4				(20	)
Total		$	399			$	507			$	(108	)

(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
		March 31,								Favorable
										(Unfavorable)
		2006				2005				Variance
ComEd		$	54			$	70			$	(16	)
PECO			93				129				(36	)
Generation			268				320				(52	)
Other(a)			(15	)			2				(17	)
Total		$	400			$	521			$	(121	)

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

	Results of Operations — ComEd

				Three Months
				Ended March 31,								Favorable
												(Unfavorable)
				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	)

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			Increase
			(Decrease)
Customer choice			$	47
Volume				24
Weather				(21	)
Rate changes and mix				(8	)
	Retail revenue			42
Wholesale and miscellaneous revenues				8
Mark-to-market wholesale contract				(10	)
Increase in operating revenues			$	40

			Three Months
			Ended March 31,
			2006				2005
Retail customers purchasing energy from an alternative electric supplier:
	Volume (GWhs)(a)			3,845				4,826
	Percentage of total retail deliveries			18	%			22	%
Retail customers purchasing energy from an alternative electric supplier or the ComEd PPO:
	Number of customers at period end			20,717				21,281
	Percentage of total retail customers			(b	)			(b	)
	Volume (GWhs)(a)			6,877				7,336
	Percentage of total retail deliveries			32	%			34	%

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

(b)	Less than one percent.

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		Increase
		(Decrease)
Customer choice		$	46
Volume			13
SECA rates			15
PJM Interconnection, LLC (PJM) transmission			12
Prices			(29	)
Weather			(15	)
Increase in purchased power expense		$	42

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		Increase
		(Decrease)
Fringe benefits(a)		$	11
Corporate allocations			3
Severance-related expenses			1
PSEG merger integration costs			1
Other			(3	)
Increase in operating and maintenance expense		$	13

(a)	Reflects increases in various fringe benefits including increased stock compensation expense of $8 million primarily due to Exelon’s and ComEd’s adoption of SFAS No. 123-R on January 1, 2006 and increased pension and other postretirement benefits costs of $1 million.

		Increase
		(Decrease)
Depreciation expense		$	2
Other amortization expense			(1	)
Increase in depreciation and amortization expense		$	1

		Increase
		(Decrease)
Real estate taxes		$	3
Taxes on utility revenues(a)			(2	)
Other			2
Increase in taxes other than income		$	3

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

		Increase
		(Decrease)
Sale of receivable		$	(3	)
Other			(2	)
Decrease in other, net		$	(5	)

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	ComEd Electric Operating Statistics and Revenue Detail

			Three Months
			Ended March 31,
Retail Deliveries — (in GWhs)			2006				2005				Variance				% Change
Full service(a)
Residential				6,797				7,111				(314	)			(4.4	)%
Small commercial & industrial				5,319				5,108				211				4.1	%
Large commercial & industrial				2,179				1,780				399				22.4	%
Public authorities & electric railroads				601				530				71				13.4	%
	Total full service			14,896				14,529				367				2.5	%
PPO
Small commercial & industrial				1,509				1,025				484				47.2	%
Large commercial & industrial				1,523				1,485				38				2.6	%
				3,032				2,510				522				20.8	%
Delivery only(b)
Small commercial & industrial				894				1,668				(774	)			(46.4	)%
Large commercial & industrial				2,951				3,158				(207	)			(6.6	)%
				3,845				4,826				(981	)			(20.3	)%
	Total PPO and delivery only			6,877				7,336				(459	)			(6.3	)%
Total retail deliveries				21,773				21,865				(92	)			(0.4	)%

(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 March 31,
Electric Revenue			2006				2005				Variance				% Change
Full service(a)
Residential			$	549			$	565			$	(16	)			(2.8	)%
Small commercial & industrial				388				371				17				4.6	%
Large commercial & industrial				110				88				22				25.0	%
Public authorities & electric railroads				36				33				3				9.1	%
	Total full service			1,083				1,057				26				2.5	%
PPO(b)
Small commercial & industrial				102				65				37				56.9	%
Large commercial & industrial				90				79				11				13.9	%
				192				144				48				33.3	%
Delivery only(c)
Small commercial & industrial				11				32				(21	)			(65.6	)%
Large commercial & industrial				27				38				(11	)			(28.9	)%
				38				70				(32	)			(45.7	)%
	Total PPO and delivery only			230				214				16				7.5	%
Total electric retail revenues				1,313				1,271				42				3.3	%
	Wholesale and miscellaneous revenue(d)			123				115				8				7.0	%
	Mark-to-market wholesale contract			(10	)			—				(10	)			n.m.
Total operating revenues			$	1,426			$	1,386			$	40				2.9	%

(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 tariff 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.
n.m.		Not meaningful

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	Results of Operations — PECO

				Three Months
				Ended March 31,								Favorable
												(Unfavorable)
				2006				2005				Variance
Operating revenues				$	1,407			$	1,295			$	112
Operating expenses
	Purchased power and fuel				813				697				(116	)
	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	)
Preferred stock dividends					1				1				—
Net income on common stock				$	92			$	128			$	(36	)

											Total
											Increase
			Electric				Gas				(Decrease)
Rate increases			$	44			$	130			$	174
Customer choice				21				—				21
Volume				19				(13	)			6
Other rate changes and mix				6				—				6
Weather				(32	)			(65	)			(97	)
	Retail revenue			58				52				110
Miscellaneous revenues				6				(4	)			2
Increase in operating revenues			$	64			$	48			$	112

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			Three Months
			Ended March 31,
			2006				2005
Retail customers purchasing energy from an alternative electric supplier:
	Number of customers at period end			40,700				77,800
	Percentage of total retail customers			3	%			5	%
	Volume (GWhs)(a)			218				687
	Percentage of total retail deliveries			2	%			7	%

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

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										Total
										Increase
		Electric				Gas				(Decrease)
Rate increases		$	32			$	130			$	162
Customer choice			21				—				21
PJM Transmission			10				—				10
Weather			(14	)			(54	)			(68	)
Volume			6				(12	)			(6	)
Other			—				(3	)			(3	)
Increase in purchased power and fuel expense		$	55			$	61			$	116

		Increase
		(Decrease)
Allowance for uncollectible accounts(a)		$	13
Fringe benefits(b)			9
Implementation of new customer information and billing system			1
PSEG merger integration costs			1
Professional fees related to income tax refund claim(c)			(9	)
Environmental reserve(d)			(4	)
Other			3
Increase in operating and maintenance expense		$	14

(a)		Primarily reflects higher accounts receivable balances in 2006 compared to 2005 resulting from increased revenues. See “Operating Revenues” above.

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(b)		Reflects increases in various fringe benefits including increased stock compensation expense of $4 million primarily due to Exelon’s and PECO’s adoption of SFAS No. 123-R on January 1, 2006 and increased pension and other postretirement benefits costs of $3 million.
(c)		Represents a charge recorded in the first quarter of 2005 which was subsequently reversed in the third quarter of 2005. See Note 13 of the Combined Notes to Consolidated Financial Statements for additional information.
(d)		Represents a settlement related to one Superfund site in 2006. See Note 13 of the Combined Notes to Consolidated Financial Statements for additional information.

		Increase
		(Decrease)
CTC amortization		$	33
Other			2
Increase in depreciation and amortization expense		$	35

		Increase
		(Decrease)
Reduction in real estate tax accrual in 2005(a)		$	6
Taxes on utility revenues(b)			5
Increase in taxes other than income		$	11

(a)		Represents the 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 Consolidated Financial Statements for additional information.
(b)		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. Includes a $3 million adjustment for the period 2001 through 2005.

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	PECO Electric Operating Statistics and Revenue Detail

			Three Months
			Ended
			March 31,
Retail Deliveries — (in GWhs)			2006				2005				Variance				% Change
Full service(a)
Residential				3,198				3,268				(70	)			(2.1	)%
Small commercial & industrial				1,883				1,732				151				8.7	%
Large commercial & industrial				3,702				3,510				192				5.5	%
Public authorities & electric railroads				243				227				16				7.0	%
	Total full service			9,026				8,737				289				3.3	%
Delivery only(b)
Residential				18				104				(86	)			(82.7	)%
Small commercial & industrial				182				397				(215	)			(54.2	)%
Large commercial & industrial				18				186				(168	)			(90.3	)%
	Total delivery only			218				687				(469	)			(68.3	)%
Total retail deliveries				9,244				9,424				(180	)			(1.9	)%

(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
			March 31,
Electric Revenue			2006				2005				Variance				% Change
Full service(a)
Residential			$	405			$	386			$	19				4.9	%
Small commercial & industrial				209				184				25				13.6	%
Large commercial & industrial				295				263				32				12.2	%
Public authorities & electric railroads				21				20				1				5.0	%
	Total full service			930				853				77				9.0	%
Delivery only(b)
Residential				1				7				(6	)			(85.7	)%
Small commercial & industrial				9				18				(9	)			(50.0	)%
Large commercial & industrial				1				5				(4	)			(80.0	)%
	Total delivery only			11				30				(19	)			(63.3	)%
Total electric retail revenues				941				883				58				6.6	%
Miscellaneous revenues(c)				58				52				6				11.5	%
Total electric and other revenue			$	999			$	935			$	64				6.8	%

(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)		Miscellaneous revenues include transmission revenue from PJM and other wholesale energy sales.

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		Three Months
		Ended
		March 31,
Deliveries to customers (in million cubic feet (mmcf))		2006				2005				Variance				% Change
Retail sales			24,921				30,134				(5,213	)			(17.3	)%
Transportation			6,880				7,545				(665	)			(8.8	)%
Total			31,801				37,679				(5,878	)			(15.6	)%

		Three Months
		Ended
		March 31,
Revenue		2006				2005				Variance				% Change
Retail sales		$	403			$	350			$	53				15.1	%
Transportation			4				5				(1	)			(20.0	)%
Resales and other			1				5				(4	)			(80.0	)%
Total gas revenue		$	408			$	360			$	48				13.3	%

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	Results of Operations — Generation

				Three Months
				Ended
				March 31,								Favorable
												(Unfavorable)
				2006				2005				Variance
Operating revenues				$	2,220			$	2,020			$	200
Operating expenses
	Purchased power and fuel				974				808				(166	)
	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, net of income taxes					—				16				(16	)
Net income				$	268			$	320			$	(52	)

		Three Months
		Ended
		March 31,
Revenue		2006				2005				Variance				% Change
Electric sales to affiliates		$	1,172			$	1,118			$	54				4.8	%
Wholesale and retail electric sales			746				660				86				13.0	%
Total energy sales revenue			1,918				1,778				140				7.9	%
Retail gas sales			249				189				60				31.7	%
Trading portfolio			2				6				(4	)			(66.7	)%
Other revenue(a)			51				47				4				8.5	%
Total revenue		$	2,220			$	2,020			$	200				9.9	%

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

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		Three Months
		Ended
		March 31,
Sales (in GWhs)		2006				2005				Variance				% Change
Electric sales to affiliates			29,924				28,453				1,471				5.2	%
Wholesale and retail electric sales			14,308				17,010				(2,702	)			(15.9	)%
Total sales			44,232				45,463				(1,231	)			(2.7	)%

		Increase
		(Decrease)
Price		$	193
Volume			(107	)
Increase in wholesale and retail electric sales		$	86

		Three Months
		Ended
		March 31,
Supply Source (in GWhs)		2006				2005				Variance				% Change
Nuclear generation(a)			33,491				32,780				711				2.2	%
Purchases — non-trading portfolio			7,770				9,546				(1,776	)			(18.6	)%
Fossil and hydroelectric generation			2,971				3,137				(166	)			(5.3	)%
Total supply			44,232				45,463				(1,231	)			(2.7	)%

(a)		Represents Generation’s proportionate share of the output of its nuclear generating plants.

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		Increase
		(Decrease)
Price		$	175
Volume			(94	)
Mark-to-market			85
Increase in purchased power and fuel expense		$	166

			Three Months
			Ended
			March 31,
($/MWh)			2006				2005				% Change
Average electric revenue
	Electric sales to affiliates		$	39.17			$	39.29				(0.3	)%
	Wholesale and retail electric sales			52.14				38.80				34.4	%
	Total — excluding the trading portfolio			43.36				39.11				10.9	%
Average electric supply cost(a) — excluding the trading portfolio				16.44				13.84				18.8	%
Average margin — excluding the trading portfolio				26.92				25.27				6.5	%

(a)		Average supply cost includes purchased power and fuel costs associated with electric sales. Average electric supply cost does not include fuel costs associated with retail gas sales and other sales.

		Three Months
		Ended
		March 31,
		2006				2005
Nuclear fleet capacity factor(a)			91.0	%			89.9	%
Nuclear fleet production cost per MWh(a)		$	15.51			$	14.64
Average purchased power cost for wholesale operations per MWh			46.72				47.14

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

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		Increase
		(Decrease)
Nuclear refueling and non-outage operating costs		$	25
Fringe benefits			27
Other			7
Increase in operating and maintenance expense		$	59

	•	A $20 million increase in costs for normal plant operations and maintenance and inflationary costs and a $5 million increase in costs for inspections and maintenance during planned refueling outages.
	•	A $27 million increase in various fringe benefits including increased stock-based compensation primarily as a result of Exelon’s adoption of SFAS No. 123-R as of January 1, 2006 and increased direct and allocated costs related to payroll, pension and other postretirement benefits expense.

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			Three Months
			Ended March 31,
			2006				2005				Variance
Net income			$	400			$	521			$	(121	)
Add (subtract):
	Non-cash operating activities(a)			594				1,125				(531	)
	Income taxes			35				(344	)			379
	Changes in working capital and other noncurrent assets and liabilities(b)			(237	)			(349	)			112
	Pension contributions and postretirement healthcare benefit payments, net			56				(1,962	)			2,018
Net cash flows provided by (used in) operations			$	848			$	(1,009	)		$	1,857

(a)		Represents depreciation, amortization and accretion, deferred income taxes, equity in losses of unconsolidated affiliates, 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.

		Three Months
		Ended March 31,
		2006				2005
Exelon		$	848			$	(1,009	)
ComEd			297				(543	)
PECO			247				72
Generation			602				(238	)

	•	During the three months ended March 31, 2006 and 2005, Generation had net collections and net disbursements of counterparty collateral of $105 million and $23 million, respectively. The increase in cash flows was primarily due to changes in collateral requirements resulting from increased activity within exchange-based markets for energy and fossil fuel.
	•	In January 2005, Exelon received a $102 million Federal income tax refund for capital losses generated in 2003 related to Generation’s previously owned investment in Sithe, which were carried back to prior periods. In the first quarter of 2006, Exelon remitted a $98 million payment to the IRS in connection with the settlement of the IRS’s challenge of the timing of the above-described deduction. This payment included $6 million of interest which was recognized as interest expense in the first quarter of

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		2006. Exelon expects to receive, in either the fourth quarter of 2006 or first quarter of 2007, approximately $92 million related to this same deduction in connection with the filing of its 2005 tax return.

	Cash Flows from Investing Activities

		Three Months
		Ended
		March 31,
		2006				2005
Exelon		$	(713	)		$	(566	)
ComEd			(236	)			21
PECO			(84	)			(23	)
Generation			(354	)			(298	)

		Three Months
		Ended				Projected
		March 31, 2006				2006
ComEd		$	234			$	925
PECO			90				333
Generation			286				1,115
Other(a)			3				68
Total Exelon capital expenditures		$	613			$	2,441

(a)		Other includes corporate operations and shared service entities, including BSC.

	Exelon

	•	Exelon contributed $33 million and $28 million to its investments in synthetic fuel-producing facilities during the three months ended March 31, 2006 and 2005, respectively.

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	ComEd

	•	As a result of its prior contributions to the Exelon intercompany money pool, $207 million was returned to ComEd during the three months ended March 31, 2005.

	PECO

	•	As a result of its prior contributions to the Exelon intercompany money pool, $8 million and $34 million were returned to PECO during the three months ended March 31, 2006 and 2005, respectively.

	Generation

	•	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 acquired Reservoir Capital Group’s 50% interest in Sithe for cash payments of $97 million and sold 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.

	Cash Flows from Financing Activities

		Three Months
		Ended March 31,
		2006				2005
Exelon		$	(101	)		$	1,436
ComEd			(63	)			597
PECO			(120	)			(48	)
Generation			(251	)			357

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		Three Months
		Ended
		March 31,
		2006				2005
Exelon		$	267			$	267
ComEd			—				138
PECO			117				116
Generation			165				239

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	•	Exelon purchased treasury shares totaling $54 million and $8 million during the three months ended March 31, 2006 and 2005, respectively.
	•	Exelon received proceeds from employee stock plans of $81 million and $103 million during the three months ended March 31, 2006 and 2005, respectively.
	•	There was $21 million and $0 of excess tax benefits included as a cash inflow in other financing activities during the three months ended March 31, 2006 and 2005, respectively.

	Credit Matters

		Aggregate Bank				Available				Outstanding
Borrower		Commitment(a)				Capacity(b)				Commercial Paper
Exelon(c)		$	200			$	200			$	93
ComEd			1,000				957				308
PECO(c)			500				500				307
Generation(c)			1,750				1,667				313

(a)		Represents the total bank commitments to the borrower under credit agreements to which the borrower is a party.
(b)		Available capacity represents the unused bank commitments under the borrower’s credit agreements net of outstanding letters of credit. The amount of commercial paper outstanding does not reduce the available capacity under the credit agreements.
(c)		Exelon, PECO and Generation are parties to two credit agreements with aggregate bank commitments of $1.5 billion. The credit agreements contain separate sublimits for Exelon, PECO and Generation, which are reflected in the table, which sublimits may be changed upon written notification to the bank group.

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		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			36	%			28	%			19	%			28	%
Long-term debt to affiliates(b)			19				11				49				—
Common equity			39				58				26				—
Member’s equity			—				—				—				67
Preferred securities			—				—				1				—
Commercial paper and notes payable			6				3				5				5

(a)		As of March 31, 2006, PECO’s capital structure, excluding the deduction from shareholders’ equity of the $1.2 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 38% common equity, 1% preferred securities, 4% notes payable and 57% long- term debt, including long-term debt to unconsolidated affiliates.
(b)		Includes $4.3 billion, $1.3 billion and $3.0 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 ComEd and PECO or mandatorily redeemable preferred securities. See Note 1 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2005 Annual Report on Form 10-K for further information regarding FIN 46-R.

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										March 31,
										2006
		Maximum				Maximum				Contributed
		Contributed				Borrowed				(Borrowed)
ComEd(a)		$	—			$	140			$	—
PECO			21				11				—
Generation			11				206				(4	)
BSC			—				134				—
UII, LLC			4				—				4
Exelon			248				—				—

(a)		During the first quarter of 2006, ComEd suspended participation in the intercompany money pool.

		Estimated
		2007
Beginning of Phase-Out Range(a)		$	61
End of Phase-Out Range(a)			76
Annual Average NYMEX Future Price			70

(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 2007 phase-out ranges was 2%.

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	•	Letters of credit and guarantees increased $52 million and $15 million, respectively, primarily as a result of Generation’s energy trading activities.

	•	ComEd issued $325 million First Mortgage 5.90% Bonds, Series 103, due March 15, 2036.

	•	Letters of credit and guarantees increased $36 million and $15 million, respectively, primarily as a result of Generation’s energy trading activities.

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	Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

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	Credit Matters

	Contractual Obligations and Off-Balance Sheet Arrangements

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	Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

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	Credit Matters

	Contractual Obligations and Off-Balance Sheet Arrangements

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	Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

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	Credit Matters

	Contractual Obligations and Off-Balance Sheet Arrangements

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

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		Total
Total mark-to-market energy contract net liabilities at January 1, 2006		$	(540	)
Total change in fair value during 2006 of contracts recorded in earnings			(55	)
Reclassification to realized at settlement of contracts recorded in earnings			33
Reclassification to realized at settlement from OCI			76
Effective portion of changes in fair value — recorded in OCI			75
Purchase/sale/disposal of existing contracts or portfolios subject to mark-to-market			—
Total mark-to-market energy contract net liabilities at March 31, 2006		$	(411	)

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			March 31,				December 31,
			2006				2005
Current assets			$	637			$	916
Noncurrent assets				331				286
	Total mark-to-market energy contract assets			968				1,202
Current liabilities				(947	)			(1,282	)
Noncurrent liabilities				(432	)			(460	)
	Total mark-to-market energy contract liabilities			(1,379	)			(1,742	)
Total mark-to-market energy contract net liabilities			$	(411	)		$	(540	)

			Maturities Within
																							2011 and				Total Fair
(In millions)			2006				2007				2008				2009				2010				Beyond				Value
Normal Operations, qualifying cash-flow hedge contracts(a):
	Actively quoted prices		$	—			$	—			$	—			$	—			$	—			$	—			$	—
	Prices provided by other external sources			(196	)			(163	)			(11	)			—				—				—				(370	)
	Total		$	(196	)		$	(163	)		$	(11	)		$	—			$	—			$	—			$	(370	)
Normal Operations, other derivative contracts(b):
	Actively quoted prices		$	(13	)		$	(51	)		$	7			$	—			$	—			$	—			$	(57	)
	Prices provided by other external sources			25				30				(6	)			—				—				—				49
	Prices based on model or other valuation methods			(25	)			(8	)			—				—				—				—				(33	)
	Total		$	(13	)		$	(29	)		$	1			$	—			$	—			$	—			$	(41	)

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(a)		Mark-to-market gains and losses on contracts that qualify as cash-flow hedges are recorded in OCI.
(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, 2006		$	(314	)		$	(4	)		$	(318	)
Changes in fair value			46				1				47
Reclassifications from OCI to net income			45				—				45
Accumulated OCI derivative loss at March 31, 2006		$	(223	)		$	(3	)		$	(226	)

	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 March 31, 2006(a)			Collateral				Collateral				Exposure				of Net Exposure				of Net Exposure
Investment grade			$	369			$	101			$	268				2			$	90
Non-investment grade				25				2				23				—				—
No external ratings
	Internally rated — investment grade			8				2				6				—				—
	Internally rated — non-investment grade			2				1				1				—				—
Total			$	404			$	106			$	298				2			$	90

(a)		This table does not include accounts receivable exposure.

			Maturity of Credit Risk Exposure
											Exposure				Total Exposure
			Less than								Greater than				Before Credit
Rating as of March 31, 2006(a)			2 Years				2-5 Years				5 Years				Collateral
Investment grade			$	336			$	33			$	—			$	369
Non-investment grade				24				1				—				25
No external ratings
	Internally rated — investment grade			8				—				—				8
	Internally rated — non-investment grade			2				—				—				2
Total			$	370			$	34			$	—			$	404

(a)		This table does not include accounts receivable exposure.

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	Exelon

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Item 4.	Controls and Procedures

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

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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

January 1 — January 31, 2006

4,220

$

52.39

—

(b

)

February 1 — February 28, 2006

1,033,311

56.60

947,600

(b

)

March 1 — March 31, 2006

6,003

55.62

—

(b

)

Total

1,043,534

56.58

947,600

(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.

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Exhibit
No.				Description
	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. 0-01401, 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 of Exelon Corporation (File No. 1-16169, Form 10-Q for the quarter ended June 30, 2004, Exhibit 3-1).
	3-3			Amendment to Articles of Incorporation of Exelon Corporation (File No. 1-16169, Form 10-Q for the quarter ended September 30, 2005, Exhibit 3-10).
	3-4			Amended and Restated Bylaws of Exelon Corporation, adopted January 27, 2004 (File No. 1-16169, 2003 Form 10-K Exhibit 3-2).
	3-5			Amended and Restated Articles of Incorporation of PECO Energy Company (File No. 1-01401, 2000 Form 10-K, Exhibit 3-3).
	3-6			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).
	3-7			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).
	3-8			Amended and Restated Bylaws of Commonwealth Edison Company, effective January 23, 2006 (File No. 1-1839, Form 8-K dated January 23, 2006, Exhibit 99.1).
	3-9			Certificate of Formation of Exelon Generation Company, LLC (Registration Statement No. 333-85496, Form S-4, Exhibit 3-1).
	3-10			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).
	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 (Wachovia Bank, National Association), (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

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Dated as of		File Reference		Exhibit No.
December 1, 1984		1-01401, 1984 Form 10-K			4-2(b)
April 1, 1991		1-01401, 1991 Form 10-K			4(e)-76
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

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Dated as of		File Reference		Exhibit No.
April 13, 1984		2-99665, Form S-3			4-3
April 15, 1985		2-99665, Form S-3			4-3
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
June 1, 2002
October 7, 2002
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
February 1, 2006		1-1839, Form 8-K dated February 22, 2006			99.3
February 22, 2006		1-1839, Form 8-K dated March 6, 2006			4.1

	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).
	4-5			Indenture dated June 1, 2001 between Generation and First Union National Bank (now U.S. Bank, N.A.) (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 (now U.S. Bank, N.A.) (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 (now U.S. Bank, N.A.) (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 (now U.S. Bank, N.A.), 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 (now U.S. Bank, N.A.), 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			Credit Agreement dated as of February 22, 2006 among Commonwealth Edison Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 1-1839, Form 8-K dated February 22, 2006, Exhibit 99.2).
	10-2			First Amendment to Credit Agreement dated as of February 22, 2006, amending $50,000,000 Credit Agreement dated as of October 28, 2005 among, Exelon Corporation, Commonwealth Edison Company, PECO Energy Company, Exelon Generation Company, LLC, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent.
	10-3			Second Amendment to Credit Agreement dated as of February 22, 2006, amending Five Year Credit Agreement dated as of July 16, 2004 among, Exelon Corporation, Commonwealth Edison Company, PECO Energy Company, Exelon Generation Company, LLC, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent.
	10-4			Third Amendment to Credit Agreement dated as of February 22, 2006, amending Three Year Credit Agreement dated as of October 31, 2003 among, Exelon Corporation, Commonwealth Edison Company, PECO Energy Company, Exelon Generation Company, LLC, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent.
	10-5			Bilateral Credit Facility dated as of February 10, 2006 between Exelon Generation Company, LLC and U.S. Bank National Association (File No. 333-85496, Form 8-K dated February 16, 2006, Exhibit 99.1).
	10-6			Bilateral Credit Facility dated as of February 10, 2006 between Exelon Generation Company, LLC and Wachovia Bank, National Association (File No. 333-85496, Form 8-K dated February 10, 2006, Exhibit 10.1).
	10-7			Bilateral Credit Facility dated as of February 10, 2006 between Exelon Generation Company, LLC and CitiBank, N.A. (File No. 333-85496, Form 8-K dated February 10, 2006, Exhibit 10.2).
	10-8			Bilateral Credit Facility dated as of February 10, 2006 between Exelon Generation Company, LLC and HSBC Bank USA, National Association (File No. 333-85496, Form 8-K dated February 10, 2006, Exhibit 10.3).
	10-9			Bilateral Credit Facility dated as of February 13, 2006 between Exelon Generation Company, LLC and Royal Bank of Scotland plc (File No. 333-85496, Form 8-K dated February 10, 2006, Exhibit 10.4).

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	10-10			Bilateral Credit Facility dated as of February 13, 2006 between Exelon Generation Company, LLC and Barclays Bank PLC (File No. 333-85496, Form 8-K dated February 10, 2006, Exhibit 10.5).
	10-11			Bilateral Credit Facility dated as of February 13, 2006 between Exelon Generation Company, LLC and Wells Fargo Bank, National Association (File No. 333-85496, Form 8-K dated February 10, 2006, Exhibit 10.6).

31-1		—		Filed by John W. Rowe for Exelon Corporation
31-2		—		Filed by John F. Young for Exelon Corporation
31-3		—		Filed by Frank M. Clark for Commonwealth Edison Company
31-4		—		Filed by Robert K. McDonald for Commonwealth Edison Company
31-5		—		Filed by John L. Skolds for PECO Energy Company
31-6		—		Filed by John F. Young for PECO Energy Company
31-7		—		Filed by John L. Skolds for Exelon Generation Company, LLC
31-8		—		Filed by John F. Young for Exelon Generation Company, LLC

32-1		—		Filed by John W. Rowe for Exelon Corporation
32-2		—		Filed by John F. Young for Exelon Corporation
32-3		—		Filed by Frank M. Clark for Commonwealth Edison Company
32-4		—		Filed by Robert K. McDonald for Commonwealth Edison Company
32-5		—		Filed by John L. Skolds for PECO Energy Company
32-6		—		Filed by John F. Young for PECO Energy Company
32-7		—		Filed by John L. Skolds for Exelon Generation Company, LLC
32-8		—		Filed by John F. Young for Exelon Generation Company, LLC

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

/s/ Frank M. Clark Frank M. Clark Chairman and Chief Executive Officer (Principal Executive Officer)		/s/ J. Barry Mitchell J. Barry Mitchell President
/s/ Robert K. McDonald Robert K.McDonald Senior Vice President, Chief Financial Officer, Treasurer and Chief Risk Officer (Principal Financial Officer)		/s/ Matthew F. Hilzinger Matthew F. Hilzinger Senior Vice President and Corporate Controller, Exelon (Principal Accounting Officer)

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

/s/ John L. Skolds John L. Skolds President (Principal Executive Officer)		/s/ John F. Young John F. Young Executive Vice President, Finance and Markets and Chief Financial Officer, Exelon, and Chief Financial Officer (Principal Financial Officer)
/s/ Jon D. Veurink Jon D. Veurink Vice President and Controller (Principal Accounting Officer)

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1.	I have reviewed this quarterly report on Form 10-Q of Exelon Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financing reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     John W. Rowe
	John W. Rowe
	Chairman, Chief Executive Officer and President
	(Principal Executive Officer)

123

 

1.	I have reviewed this quarterly report on Form 10-Q of Exelon Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financing reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     John F. Young
	John F. Young
	Executive Vice President, Finance and Markets and
	Chief Financial Officer
	(Principal Financial Officer)

124

 

1.	I have reviewed this quarterly report on Form 10-Q of Commonwealth Edison Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     Frank M. Clark
	Frank M. Clark
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

125

 

1.	I have reviewed this quarterly report on Form 10-Q of Commonwealth Edison Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     Robert K. McDonald
	Robert K. McDonald
	Senior Vice President, Chief Financial Officer,
	Treasurer and Chief Risk Officer
	(Principal Financial Officer)

126

 

1.	I have reviewed this quarterly report on Form 10-Q of PECO Energy Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     John L. Skolds
	John L. Skolds
	President, Exelon Energy Delivery
	(Principal Executive Officer)

127

 

1.	I have reviewed this quarterly report on Form 10-Q of PECO Energy Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     John F. Young
	John F. Young
	Chief Financial Officer
	(Principal Financial Officer)

128

 

1.	I have reviewed this quarterly report on Form 10-Q of Exelon Generation Company, LLC;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     John L. Skolds
	John L. Skolds
	President
	(Principal Executive Officer)

129

 

1.	I have reviewed this quarterly report on Form 10-Q of Exelon Generation Company, LLC;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/     John F. Young
	John F. Young
	Chief Financial Officer
	(Principal Financial Officer)

130

 

	/s/ John W. Rowe
	John W. Rowe
	Chairman, Chief Executive Officer and
	President

131

 

	/s/ John F. Young
	John F. Young
	Executive Vice President, Finance and
	Markets and Chief Financial Officer

132

 

	/s/ Frank M. Clark
	Frank M. Clark
	Chairman and Chief Executive Officer

133

 

	/s/ Robert K. McDonald
	Robert K. McDonald
	Senior Vice President, Chief Financial
	Officer, Treasurer and Chief Risk Officer

134

 

	/s/ John L. Skolds
	John L. Skolds
	President
	Exelon Energy Delivery

135

 

	/s/ John F. Young
	John F. Young
	Chief Financial Officer

136

 

	/s/ John L. Skolds
	John L. Skolds
	President

137

 

	/s/ John F. Young
	John F. Young
	Chief Financial Officer

138