UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

July 31, 2006
Date of Report (Date of earliest event reported)

Commission File		Exact Name of Registrant as Specified in Its Charter; State of Incorporation;		IRS Employer
Number		Address of Principal Executive Offices; and Telephone Number		Identification 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

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

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

 

 

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

On July 31, 2006, Exelon Corporation (Exelon) announced via press release Exelon’s results for the second quarter ended June 30, 2006. A copy of the press release and related attachments are attached hereto as Exhibit 99.1. Also attached as Exhibits to this Current Report on Form 8-K are the 2007 around-the-clock historical forward prices (Exhibit 99.2) and the ComEd Rate Case final order summary (Exhibit 99.3). This Form 8-K and the attached exhibits are provided under Items 2.02, 7.01 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission (SEC).

* * * * *

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

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

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

(c) Exhibits

Exhibit No.		Description
99.1		Press release and earnings release attachments
99.2		2007 around-the-clock historical forward prices
99.3		ComEd Rate Case final order summary

SIGNATURES

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

		EXELON CORPORATION
		PECO ENERGY COMPANY
		EXELON GENERATION COMPANY, LLC
		/s/ John F. Young
		John F. Young
		Executive Vice President, Finance and Markets,
		and Chief Financial Officer
		Exelon Corporation
		COMMONWEALTH EDISON COMPANY
		/s/ Robert K. McDonald
		Robert K. McDonald
		Senior Vice President, Chief Financial Officer,
		Treasurer and Chief Risk Officer
		Commonwealth Edison Company
July 31, 2006

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

Exelon Announces Strong Second Quarter Results;
Nuclear Fleet Achieves Superior Operating Performance;
ComEd Receives Disappointing Order in Rate Case

CHICAGO (July 31, 2006) — Exelon Corporation’s (Exelon) second quarter 2006 consolidated earnings prepared in accordance with GAAP were $644 million, or $0.95 per diluted share, compared with earnings of $514 million, or $0.76 per diluted share, in the second quarter of 2005.

Exelon’s adjusted (non-GAAP) operating earnings for the second quarter of 2006 were $577 million, or $0.85 per diluted share, compared with $506 million, or $0.75 per diluted share, for the same period in 2005. The 13 percent increase in adjusted (non-GAAP) operating earnings per share was primarily the result of higher margins on wholesale market sales, increased output due to strong nuclear performance at Exelon Generation Company, LLC (Generation) and higher electric revenues associated with certain authorized rate increases at PECO Energy Company (PECO). These positive factors were partially offset by the effects of unfavorable weather conditions in the Commonwealth Edison Company (ComEd) and PECO service territories, increased depreciation and amortization, including the higher competitive transition charge (CTC) amortization scheduled at PECO, and increased operating and maintenance expense.

The Exelon Nuclear-operated plants achieved a 95.5 percent capacity factor for the second quarter of 2006, compared with 95.4 percent for the second quarter of 2005. In June alone, the Exelon fleet achieved a capacity factor of 99.1 percent, its highest ever for the June-August summer period. Year to date, Nuclear completed five refueling outages, continuing to lead the industry with a 23-day average duration per outage.

“We had a solid first half. Our strong performance in the second quarter more than offset a lackluster first quarter,” said John W. Rowe, Exelon’s chairman, president and CEO. “Our second quarter operating performance was first rate as shown by both a consistently high nuclear capacity factor and the availability of our fossil fleet. Generation margins continued to improve over last year, as did core growth in our delivery service business.” Rowe continued, “Our agreement with DOJ last month was a major milestone in our efforts to complete our proposed merger with PSEG. We are working hard to obtain our last remaining regulatory approval from the New Jersey Board of Public Utilities. We are

hopeful that we can reach a resolution in New Jersey soon and must do so if we are to be able to complete this transaction.”

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

	•		Income of $89 million, or $0.13 per diluted share, resulting from decreases in decommissioning obligations primarily related to the AmerGen nuclear plants.
	•		A net charge of $55 million, or $0.08 per diluted share, for an impairment related to the write-off of the intangible asset associated with investments in synthetic fuel-producing facilities, net of earnings from the investments, including the impact of mark-to-market gains associated with the related derivatives.
	•		Mark-to-market gains of $38 million, or $0.06 per diluted share, primarily from Generation’s non-trading activities.
	•		A net charge of $5 million, or $0.01 per diluted share, related to certain integration costs associated with the proposed merger with Public Service Enterprise Group Incorporated (PSEG) and Generation’s prior investment in Sithe Energies, Inc. (Sithe), which is reflected as discontinued operations.

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

	•		Earnings of $29 million, or $0.04 per diluted share, from investments in synthetic fuel-producing facilities, including the impact of mark-to-market gains associated with the related derivatives.
	•		Mark-to-market losses of $14 million, or $0.02 per diluted share, from non-trading activities.
	•		Charges of $7 million, or $0.01 per diluted share, related to certain integration costs associated with the proposed merger with PSEG, severance and severance-related costs and Generation’s prior investment in Sithe, which is reflected as discontinued operations.

ComEd Receives Order in First General Rate Case since 1995

On August 31, 2005, ComEd filed a proposal with the Illinois Commerce Commission (ICC) seeking approval of its first general rate case since January 1995. The rate case filing sought to allocate the costs of supplying electricity and to adjust ComEd’s rates for delivering electricity to users in its service area, effective January 2007, in order to reflect ComEd’s rising costs and significant capital investment in its delivery system. ComEd proposed a revenue increase of $317 million. On June 8, 2006, the administrative law judges issued a proposed order, which included a revenue increase of $164 million, plus ComEd’s request for recovery of several items which were previously recorded as expense. On July 26, 2006, the ICC issued its Final Order, which is subject to rehearing and appeal. The Order allows an $8.3 million revenue increase. ComEd believes that the disallowances contained in the Order are inappropriate and intends to vigorously pursue these issues on rehearing and appeal.

As part of the rate case, ComEd requested recovery of amounts which have previously been recorded as expense. Based on the ICC Order in the rate case, ComEd estimates that during the third quarter it will record regulatory assets and reverse the previously incurred expenses for the following items (all pre-tax): severance ($158 million), losses on the extinguishment of debt as part of ComEd’s 2004 Accelerated Liability Management Plan ($86 million), manufactured gas plant costs ($40 million) and costs associated with ComEd’s procurement case ($7 million). In addition, ComEd may incur an impairment charge associated with its goodwill in the third quarter due to the ICC Order. As of June 30, 2006, Exelon and ComEd have goodwill of approximately $3.5 billion. Under GAAP, goodwill is tested for impairment at least annually or more frequently if events or circumstances indicate that it is “more likely than not” that goodwill might be impaired. ComEd currently performs its annual test in the fourth quarter of each year. However, due to the significant negative impact of the ICC’s Order to the cash flows and value of ComEd, it is required to complete an interim impairment test during the third quarter of this year. The interim test may lead to an impairment of goodwill at both ComEd and Exelon. The size of any potential impairment will not be known until ComEd completes its test in the third quarter, but the impairment could be material and could exceed the regulatory assets expected to be recorded in the third quarter based on the ICC Order.

“ComEd is deeply disappointed with the Illinois Commerce Commission’s delivery rate order. We believe the facts and record supported a much different result and we will certainly appeal the ICC order and seek reconsideration,” said Frank Clark, ComEd’s chairman and CEO. “We must remember that the Illinois Commissioners have shown both foresight and courage in previous decisions relating to ComEd, and ComEd remains committed to working with the Commission to achieve positive solutions to difficult challenges in Illinois in the long run,” Clark added. “The ICC’s order confirms that ComEd will be allowed to recover its energy costs which will be incurred by the company through the upcoming competitive power procurement auction in Illinois,” Clark noted.

2006 Earnings Outlook

“Given first half performance that was roughly in line with our expectations and our increasing confidence that we will hit our targets in the second half, we are reaffirming our 2006 operating earnings guidance range of $3.00 to $3.30 per share,” said Rowe. Earnings guidance is based on the assumption of normal weather for the remainder of the year.

Exelon’s outlook for 2006 adjusted (non-GAAP) operating earnings excludes the earnings impacts of the following:

•

mark-to-market adjustments from non-trading activities;

•

investments in synthetic fuel-producing facilities;

•

certain costs associated with the proposed merger with PSEG;

•

significant impairments of intangible assets, including a potential impairment of ComEd’s goodwill in the third quarter;

•

significant changes in decommissioning obligation estimates;

•

certain amounts to be recovered by ComEd as approved in the July 26, 2006 ICC rate order, specifically, previously incurred severance costs and losses on extinguishments of long-term debt; and

•

other unusual items, including any future changes to GAAP.

In consideration of these factors, and the need to further analyze the impacts of the ICC’s rate order, Exelon is not updating its 2006 GAAP earnings guidance of $3.00 to $3.30 per share until its analyses are complete, which is expected in the third quarter.

Second Quarter Highlights

	•		Proposed Merger with PSEG: On May 30, 2006, the Nuclear Regulatory Commission approved the merger and transfer of the nuclear plant operating licenses from PSEG Nuclear to Generation. On June 22, 2006, Exelon and PSEG reached a comprehensive agreement with the Antitrust Division of the United States Department of Justice (DOJ), which resolves all competition issues reviewed by the DOJ in connection with the proposed merger of Exelon and PSEG. Under the terms of the DOJ agreement, Exelon and PSEG will divest fossil-fuel fired electric generating stations with a total capacity of approximately 5,600 megawatts, assuring that the merger will not adversely affect competition. No divestiture of nuclear capacity or nuclear plants is required by DOJ, as the increased fossil divestiture will resolve all competition issues. The fossil plant divestiture required by the settlement with DOJ will satisfy the requirements imposed by the Federal Energy Regulatory Commission (FERC) to divest fossil generation. The virtual nuclear divestiture approved by FERC in June 2005 continues to be a FERC requirement even though it is not required by DOJ. The divestitures will be required when the merger closes.
			The New Jersey Board of Public Utilities (NJBPU) is the only remaining regulatory authority whose approval is required to complete the merger. Settlement discussions are continuing with the NJBPU staff and other parties. Exelon and PSEG recently made an enhanced settlement proposal that includes concessions that are significantly greater than the concessions originally offered. Exelon and PSEG have also indicated that it is essential to reach a settlement promptly. If Exelon and PSEG are able to reach a settlement in New Jersey, the settlement would need to be reviewed by the Administrative Law Judge presiding over the case and would need to be approved by the NJBPU after public comment. Although it is possible that this process could be completed in time to allow the merger to close in the third quarter of 2006, there is currently no established timetable for NJBPU action on the merger. The final decision on whether to proceed with the merger will rest with the boards of both Exelon and PSEG after the terms and conditions of regulatory requirements are known.
	•		ComEd Procurement Case: On January 24, 2006, the 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 first auction is scheduled to take place beginning September 5, 2006, and a Web site (www.illinois-auction.com) provides bidder and general information about the Illinois auction process. For the initial auction, ComEd’s entire load will be up for bid. In order to mitigate the effects of changes in future prices, the load for residential and commercial customers less than 400 kW will be served utilizing staggered three-year contracts. On June 1, 2006, the Attorney General filed a petition for review with the Illinois Supreme Court related to the ICC’s order in the procurement case. The petition for review includes a request that the Supreme Court stay the ICC’s order. The Supreme Court has not yet acted on the petition.
	•		ComEd Residential Rate Stabilization Program: On May 23, 2006, ComEd filed a residential rate stabilization proposal to ease residential customers’ transition after 2006 to cost-based rates from frozen rates, which requires regulatory approval to implement. The proposal would limit

			the energy procurement costs that ComEd could pass through to its customers for a specified period of time and allow ComEd to collect any unrecovered procurement costs, including appropriate returns, in later years. The plan would terminate if a material adverse event occurs or if ComEd’s senior unsecured credit rating for at least one of the three major credit rating agencies falls below investment grade. ComEd has requested an ICC ruling on the proposal by late November 2006. Hearings on the proposal are scheduled for September 7 and 8. ComEd is reviewing this initiative in light of the ICC order on the delivery rate case.
	•		Nuclear Operations: Generation’s nuclear fleet, including its owned output from the Salem Generating Station operated by PSEG and co-owned by Generation, produced 35,442 GWhs in the second quarter of 2006, compared with 34,685 GWhs in the second quarter of 2005. The Exelon Nuclear-operated plants completed two scheduled refueling outages in both of the second quarters of 2006 and 2005, and refueling outage days totaled 35 and 36, respectively. Total non-refueling outage days for the Exelon Nuclear-operated plants in the second quarter of 2006 were 24 versus 26 in the second quarter of 2005.
	•		Fossil and Hydro Operations: Generation’s fossil fleet commercial availability was 93.7 percent in the second quarter of 2006, compared with 94.8 percent in the second quarter of 2005, primarily due to unplanned maintenance outages. The equivalent availability factor for the hydro facilities was 95.2 percent, a 2.7 percent improvement over the second quarter 2005 performance, largely due to less planned outage work performed in the second quarter 2006.

BUSINESS UNIT RESULTS

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

ComEd’s net income in the second quarter of 2006 was $127 million compared with net income of $109 million in the second quarter of 2005. The second quarter 2006 net income included (all after tax) mark-to-market gains of $2 million from one wholesale contract and expenses of $1 million related to certain integration costs associated with the proposed merger with PSEG. Second quarter 2005 net income included after-tax income of $2 million related to adjustments to previously recorded severance and severance-related charges. Excluding the impact of these items, ComEd’s net income in the second quarter of 2006 increased $19 million compared with the same quarter last year, primarily due to lower purchased power expense attributable to a contractual decrease in prices associated with ComEd’s power purchase agreement with Generation, core growth in customers and deliveries and favorable changes in customer mix and usage, partially offset by the impact of less favorable weather.

In the ComEd service territory, cooling degree-days were down 32 percent relative to the same period in 2005 and were 2 percent below normal. ComEd’s total retail kWh deliveries decreased 2 percent in 2006 as compared with 2005, with a 2 percent decrease in deliveries to the residential customer class, largely due to less favorable weather. ComEd’s second quarter 2006 revenues were $1,453 million, down 2 percent from $1,488 million in 2005, primarily due to decreased deliveries to residential and Power Purchase Option (PPO) customers. For ComEd, weather had an unfavorable after-tax impact of $20 million on second quarter 2006 earnings relative to 2005 and had an unfavorable after-tax impact of $4 million relative to the normal weather that was incorporated in earnings guidance.

The number of customers being served in the ComEd region has increased 1.1 percent since the second quarter of 2005, with weather-normalized kWh growth of 1.8 percent compared with the second quarter of 2005.

PECO consists of the retail electricity transmission and distribution operations and the retail natural gas distribution business in southeastern Pennsylvania.

PECO’s net income in the second quarter of 2006 was $93 million compared with net income of $110 million in the second quarter of 2005. The second quarter 2006 net income included after-tax expenses of $3 million related to certain integration costs associated with the proposed merger with PSEG. Second quarter 2005 net income included after-tax charges of $4 million related to certain integration costs associated with the proposed merger with PSEG. Excluding the impact of these items, PECO’s net income in the second quarter of 2006 decreased $18 million compared with the same quarter last year, primarily due to higher CTC amortization and higher operating and maintenance expense, partially offset by higher revenues, net of purchased power and fuel expense. Higher net revenues reflected certain authorized electric rate increases, including a scheduled CTC rate increase, partially offset by lower net electric and gas revenues as a result of unfavorable weather. The increases in CTC amortization expense and CTC rates are in accordance with PECO’s 1998 restructuring settlement with the PAPUC. As expected, the increase in CTC amortization expense exceeded the increase in CTC revenues.

In the PECO service territory, cooling degree-days were the same as in 2005 and were 3 percent above normal, while heating degree days were 31 percent below 2005 and normal. PECO’s total electric retail kWh deliveries increased less than 1 percent, with residential deliveries down 1 percent. Total gas deliveries were down 7 percent from the 2005 period. PECO’s second quarter 2006 revenues were $1,148 million, up 10 percent from $1,044 million in 2005, primarily due to the above-mentioned electric rate increases and a net increase in gas rates through PAPUC-approved changes to the purchased gas adjustment clause. For PECO, weather had an unfavorable after-tax impact of $6 million on second quarter 2006 earnings relative to 2005 and an unfavorable after-tax impact of $6 million relative to the normal weather that was incorporated in earnings guidance.

The number of electric customers being served in the PECO region has increased 0.7 percent since the second quarter of 2005, with weather-normalized kWh growth of 1.2 percent compared with the second quarter of 2005.

Exelon Generation consists of Exelon’s electric generation operations, competitive retail sales and power marketing and trading functions.

Second quarter 2006 net income was $500 million compared with $296 million in the second quarter of 2005. Second quarter 2006 net income included (all after tax) income of $89 million resulting from decreases in decommissioning obligations primarily related to the AmerGen nuclear plants, mark-to-market gains of $36 million from non-trading activities, costs of $2 million related to certain integration costs associated with the proposed merger with PSEG and income of $2 million related to Generation’s prior investment in Sithe, which is reflected as discontinued operations. Second quarter 2005 net income included (all after tax) mark-to-market losses of $14 million from non-trading activities, costs of $1 million related to the proposed merger with PSEG, severance and severance-related costs of $1 million and charges of $1 million related to Generation’s prior investment in Sithe, which is reflected as discontinued operations. Excluding the impact of these items, Generation’s net income in the second quarter of 2006 increased $62 million compared with the same quarter last year, primarily due to higher

revenue, net of purchased power and fuel expense, partially offset by higher other operating and maintenance expense largely due to inflationary increases.

Generation’s revenue, net of purchased power and fuel expense, increased by $131 million in the second quarter of 2006 compared with the second quarter of 2005 excluding the mark-to-market impact in both years. The quarter-over-quarter increase in revenue, net of purchased power and fuel expense, was driven by higher average margins on wholesale market sales due to having previously re-priced forward hedges at higher prices, combined with higher spot market prices and the impact of higher generation output, as well as the contractual increase in the prices associated with Generation’s power sales agreement with PECO, partially offset by the contractual decrease in prices associated with Generation’s power sales agreement with ComEd. Generation’s average realized margin on all electric sales, including sales to affiliates and excluding trading activity, was $26.43 per MWh in the second quarter of 2006 compared with $23.06 per MWh in the second quarter of 2005.

Adjusted (non-GAAP) Operating Earnings

Adjusted (non-GAAP) operating earnings, which generally exclude significant one-time charges or credits that are not normally associated with ongoing operations and mark-to-market adjustments from non-trading activities, are provided as a supplement to results reported in accordance with GAAP. Management uses such adjusted (non-GAAP) operating earnings measures internally to evaluate the company’s performance and manage its operations. Reconciliations of GAAP to adjusted (non-GAAP) operating earnings for historical periods are attached. Additional earnings release attachments, which include the reconciliations on pages 7 and 8, are posted on Exelon’s Web site: www.exeloncorp.com and have been filed with the Securities and Exchange Commission on Form 8-K on July 31, 2006.

Conference call information: Exelon has scheduled a conference call for 11 AM ET (10 AM CT) on July 31, 2006. The call-in number in the U.S. is 888-603-6873, and the international call-in number is 973-582-2706. No password is required. Media representatives are invited to participate on a listen-only basis. The call will be web-cast and archived on Exelon’s Web site: www.exeloncorp.com. (Please select the Investor Relations page.)

Telephone replays will be available until August 14. The U.S. call-in number for replays is 877-519-4471, and the international call-in number is 973-341-3080. The confirmation code is 7592439.

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

###

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

EXELON CORPORATION
Earnings Release Attachments
Table of Contents

Consolidating Statements of Income — Three Months Ended June 30, 2006 and 2005			1
Consolidating Statements of Income — Six Months Ended June 30, 2006 and 2005			2
Business Segment Comparative Income Statements — ComEd and PECO — Three and Six Months Ended June 30, 2006 and 2005			3
Business Segment Comparative Income Statements — Generation and Other — Three and Six Months Ended June 30, 2006 and 2005			4
Consolidated Balance Sheets — June 30, 2006 and December 31, 2005			5
Consolidated Statements of Cash Flows — Six Months Ended June 30, 2006 and 2005			6
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Exelon — Three Months Ended June 30, 2006 and 2005			7
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Exelon — Six Months Ended June 30, 2006 and 2005			8
Reconciliation of Adjusted (non-GAAP) Operating Earnings Per Diluted Share to GAAP Earnings Per Diluted Share — Three Months Ended June 30, 2006 and 2005			9
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment — Three Months Ended June 30, 2006 and 2005			10
Reconciliation of Adjusted (non-GAAP) Operating Earnings Per Diluted Share to GAAP Earnings Per Diluted Share — Six Months Ended June 30, 2006 and 2005			11
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Earnings By Business Segment — Six Months Ended June 30, 2006 and 2005			12
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — ComEd — Three and Six Months Ended June 30, 2006 and 2005			13
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — PECO — Three and Six Months Ended June 30, 2006 and 2005			14
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Generation — Three and Six Months Ended June 30, 2006 and 2005			15
Reconciliation of Adjusted (non-GAAP) Operating Earnings to GAAP Consolidated Statements of Income — Other — Three and Six Months Ended June 30, 2006 and 2005			16
Electric Sales Statistics — Three and Six Months Ended June 30, 2006 and 2005			17
ComEd and PECO Sales Statistics — Three Months Ended June 30, 2006 and 2005			18
ComEd and PECO Sales Statistics — Six Months Ended June 30, 2006 and 2005			19
Exelon Generation Power Marketing Statistics — Three Months Ended June 30, 2006, March, 31, 2006, December 31, 2005, September 30, 2005 and June 30, 2005			20
Exelon Generation Power Marketing Statistics — Six Months Ended June 30, 2006 and 2005			21

EXELON CORPORATION
Consolidating Statements of Income
(unaudited)
(in millions)

		Three Months Ended June 30, 2006
																		Exelon
		ComEd				PECO				Generation				Other				Consolidated
Operating revenues		$	1,453			$	1,148			$	2,214			$	(1,118	)		$	3,697
Operating expenses
Purchased power			766				501				418				(1,114	)			571
Fuel			—				76				425				1				502
Operating and maintenance			218				141				440				82				881
Depreciation and amortization			106				172				72				21				371
Taxes other than income			71				53				41				5				170
Total operating expenses			1,161				943				1,396				(1,005	)			2,495
Operating income (loss)			292				205				818				(113	)			1,202
Other income and deductions
Interest expense			(77	)			(67	)			(40	)			(38	)			(222	)
Equity in losses of unconsolidated affiliates			(3	)			(2	)			(1	)			(16	)			(22	)
Other, net			1				2				14				29				46
Total other income and deductions			(79	)			(67	)			(27	)			(25	)			(198	)
Income (loss) from continuing operations before income taxes			213				138				791				(138	)			1,004
Income taxes			86				45				294				(62	)			363
Income (loss) from continuing operations			127				93				497				(76	)			641
Income from discontinued operations			—				—				3				—				3
Net income (loss)		$	127			$	93			$	500			$	(76	)		$	644

		Three Months Ended June 30, 2005
																		Exelon
		ComEd				PECO				Generation				Other				Consolidated
Operating revenues		$	1,488			$	1,044			$	2,105			$	(1,153	)		$	3,484
Operating expenses
Purchased power			858				437				517				(1,149	)			663
Fuel			—				66				428				(1	)			493
Operating and maintenance			202				119				602				6				929
Depreciation and amortization			101				137				63				24				325
Taxes other than income			73				60				39				5				177
Total operating expenses			1,234				819				1,649				(1,115	)			2,587
Operating income (loss)			254				225				456				(38	)			897
Other income and deductions
Interest expense			(77	)			(70	)			(29	)			(34	)			(210	)
Equity in earnings (losses) of unconsolidated affiliates			(4	)			(4	)			4				(28	)			(32	)
Other, net			7				6				51				4				68
Total other income and deductions			(74	)			(68	)			26				(58	)			(174	)
Income (loss) from continuing operations before income taxes			180				157				482				(96	)			723
Income taxes			71				47				185				(96	)			207
Income from continuing operations			109				110				297				—				516
Loss from discontinued operations			—				—				(1	)			(1	)			(2	)
Net income (loss)		$	109			$	110			$	296			$	(1	)		$	514

EXELON CORPORATION
Consolidating Statements of Income
(unaudited)
(in millions)

		Six Months Ended June 30, 2006
																		Exelon
		ComEd				PECO				Generation				Other				Consolidated
Operating revenues		$	2,880			$	2,554			$	4,434			$	(2,309	)		$	7,559
Operating expenses
Purchased power			1,628				987				781				(2,300	)			1,096
Fuel			—				402				1,036				—				1,438
Operating and maintenance			434				289				1,108				75				1,906
Depreciation and amortization			205				343				139				48				735
Taxes other than income			152				117				84				11				364
Total operating expenses			2,419				2,138				3,148				(2,166	)			5,539
Operating income (loss)			461				416				1,286				(143	)			2,020
Other income and deductions
Interest expense			(153	)			(136	)			(82	)			(74	)			(445	)
Equity in losses of unconsolidated affiliates			(5	)			(6	)			(5	)			(45	)			(61	)
Other, net			1				5				20				65				91
Total other income and deductions			(157	)			(137	)			(67	)			(54	)			(415	)
Income (loss) from continuing operations before income taxes			304				279				1,219				(197	)			1,605
Income taxes			123				93				454				(106	)			564
Income (loss) from continuing operations			181				186				765				(91	)			1,041
Income from discontinued operations			—				—				3				—				3
Net income (loss)		$	181			$	186			$	768			$	(91	)		$	1,044

		Six Months Ended June 30, 2005
																		Exelon
		ComEd				PECO				Generation				Other				Consolidated
Operating revenues		$	2,875			$	2,339			$	4,125			$	(2,294	)		$	7,045
Operating expenses
Purchased power			1,679				869				967				(2,283	)			1,232
Fuel			—				331				786				(2	)			1,115
Operating and maintenance			404				253				1,211				9				1,877
Depreciation and amortization			198				273				125				48				644
Taxes other than income			151				115				74				9				349
Total operating expenses			2,432				1,841				3,163				(2,219	)			5,217
Operating income (loss)			443				498				962				(75	)			1,828
Other income and deductions
Interest expense			(151	)			(142	)			(58	)			(48	)			(399	)
Equity in earnings (losses) of unconsolidated affiliates			(8	)			(8	)			4				(56	)			(68	)
Other, net			13				9				69				6				97
Total other income and deductions			(146	)			(141	)			15				(98	)			(370	)
Income (loss) from continuing operations before income taxes			297				357				977				(173	)			1,458
Income taxes			118				118				376				(177	)			435
Income from continuing operations			179				239				601				4				1,023
Income (loss) from discontinued operations			—				—				15				(3	)			12
Net income		$	179			$	239			$	616			$	1			$	1,035

EXELON CORPORATION
Business Segment Comparative Income Statements
(unaudited)
(in millions)

		ComEd
		Three Months Ended June 30,												Six Months Ended June 30,
		2006				2005				Variance				2006				2005				Variance
Operating revenues		$	1,453			$	1,488			$	(35	)		$	2,880			$	2,875			$	5
Operating expenses
Purchased power			766				858				(92	)			1,628				1,679				(51	)
Operating and maintenance			218				202				16				434				404				30
Depreciation and amortization			106				101				5				205				198				7
Taxes other than income			71				73				(2	)			152				151				1
Total operating expenses			1,161				1,234				(73	)			2,419				2,432				(13	)
Operating income			292				254				38				461				443				18
Other income and deductions
Interest expense			(77	)			(77	)			—				(153	)			(151	)			(2	)
Equity in losses of unconsolidated affiliates			(3	)			(4	)			1				(5	)			(8	)			3
Other, net			1				7				(6	)			1				13				(12	)
Total other income and deductions			(79	)			(74	)			(5	)			(157	)			(146	)			(11	)
Income before income taxes			213				180				33				304				297				7
Income taxes			86				71				15				123				118				5
Net income		$	127			$	109			$	18			$	181			$	179			$	2

		PECO
		Three Months Ended June 30,												Six Months Ended June 30,
		2006				2005				Variance				2006				2005				Variance
Operating revenues		$	1,148			$	1,044			$	104			$	2,554			$	2,339			$	215
Operating expenses
Purchased power			501				437				64				987				869				118
Fuel			76				66				10				402				331				71
Operating and maintenance			141				119				22				289				253				36
Depreciation and amortization			172				137				35				343				273				70
Taxes other than income			53				60				(7	)			117				115				2
Total operating expenses			943				819				124				2,138				1,841				297
Operating income			205				225				(20	)			416				498				(82	)
Other income and deductions
Interest expense			(67	)			(70	)			3				(136	)			(142	)			6
Equity in losses of unconsolidated affiliates			(2	)			(4	)			2				(6	)			(8	)			2
Other, net			2				6				(4	)			5				9				(4	)
Total other income and deductions			(67	)			(68	)			1				(137	)			(141	)			4
Income before income taxes			138				157				(19	)			279				357				(78	)
Income taxes			45				47				(2	)			93				118				(25	)
Net income		$	93			$	110			$	(17	)		$	186			$	239			$	(53	)

EXELON CORPORATION
Business Segment Comparative Income Statements
(unaudited)
(in millions)

		Generation
		Three Months Ended June 30,												Six Months Ended June 30,
		2006				2005				Variance				2006				2005				Variance
Operating revenues		$	2,214			$	2,105			$	109			$	4,434			$	4,125			$	309
Operating expenses
Purchased power			418				517				(99	)			781				967				(186	)
Fuel			425				428				(3	)			1,036				786				250
Operating and maintenance			440				602				(162	)			1,108				1,211				(103	)
Depreciation and amortization			72				63				9				139				125				14
Taxes other than income			41				39				2				84				74				10
Total operating expenses			1,396				1,649				(253	)			3,148				3,163				(15	)
Operating income			818				456				362				1,286				962				324
Other income and deductions
Interest expense			(40	)			(29	)			(11	)			(82	)			(58	)			(24	)
Equity in earnings (losses) of unconsolidated affiliates			(1	)			4				(5	)			(5	)			4				(9	)
Other, net			14				51				(37	)			20				69				(49	)
Total other income and deductions			(27	)			26				(53	)			(67	)			15				(82	)
Income from continuing operations before income taxes			791				482				309				1,219				977				242
Income taxes			294				185				109				454				376				78
Income from continuing operations			497				297				200				765				601				164
Income (loss) from discontinued operations			3				(1	)			4				3				15				(12	)
Net income		$	500			$	296			$	204			$	768			$	616			$	152

		Other (a)
		Three Months Ended June 30,												Six Months Ended June 30,
		2006				2005				Variance				2006				2005				Variance
Operating revenues		$	(1,118	)		$	(1,153	)		$	35			$	(2,309	)		$	(2,294	)		$	(15	)
Operating expenses
Purchased power			(1,114	)			(1,149	)			35				(2,300	)			(2,283	)			(17	)
Fuel			1				(1	)			2				—				(2	)			2
Operating and maintenance			82				6				76				75				9				66
Depreciation and amortization			21				24				(3	)			48				48				—
Taxes other than income			5				5				—				11				9				2
Total operating expenses			(1,005	)			(1,115	)			110				(2,166	)			(2,219	)			53
Operating loss			(113	)			(38	)			(75	)			(143	)			(75	)			(68	)
Other income and deductions
Interest expense			(38	)			(34	)			(4	)			(74	)			(48	)			(26	)
Equity in losses of unconsolidated affiliates			(16	)			(28	)			12				(45	)			(56	)			11
Other, net			29				4				25				65				6				59
Total other income and deductions			(25	)			(58	)			33				(54	)			(98	)			44
Loss from continuing operations before income taxes			(138	)			(96	)			(42	)			(197	)			(173	)			(24	)
Income taxes			(62	)			(96	)			34				(106	)			(177	)			71
Income (loss) from continuing operations			(76	)			—				(76	)			(91	)			4				(95	)
Loss from discontinued operations			—				(1	)			1				—				(3	)			3
Net income (loss)		$	(76	)		$	(1	)		$	(75	)		$	(91	)		$	1			$	(92	)

EXELON CORPORATION
Consolidated Balance Sheets
(unaudited)
(in millions)

		June 30,				December 31,
		2006				2005
Current assets
Cash and cash equivalents		$	282			$	140
Restricted cash and investments			48				49
Accounts receivable, net Customer			1,609				1,858
Other			265				337
Mark-to-market derivative assets			737				916
Inventories, at average cost
Fossil fuel			282				311
Materials and supplies			381				351
Deferred income taxes			114				80
Other			540				595
Total current assets			4,258				4,637
Property, plant and equipment, net			22,122				21,981
Deferred debits and other assets
Regulatory assets			4,093				4,386
Nuclear decommissioning trust funds			5,809				5,585
Investments			819				813
Goodwill			3,476				3,475
Mark-to-market derivative assets			586				371
Prepaid pension asset			374				377
Other			753				824
Total deferred debits and other assets			15,910				15,831
Total assets		$	42,290			$	42,449
Liabilities and shareholders’ equity
Current liabilities
Commercial paper and notes payable		$	1,184			$	1,290
Long-term debt due within one year			554				407
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust due within one year			577				507
Accounts payable			1,195				1,467
Mark-to-market derivative liabilities			885				1,282
Accrued expenses			1,070				1,005
Other			838				605
Total current liabilities			6,303				6,563
Long-term debt			7,904				7,759
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust			2,963				3,456
Long-term debt to other financing trusts			545				545
Deferred credits and other liabilities
Deferred income taxes			4,957				4,816
Unamortized investment tax credits			256				262
Asset retirement obligations			3,676				4,157
Pension obligations			292				268
Non-pension postretirement benefits obligations			1,086				1,014
Spent nuclear fuel obligation			926				906
Regulatory liabilities			2,293				2,170
Mark-to-market derivative liabilities			504				522
Other			763				798
Total deferred credits and other liabilities			14,753				14,913
Total liabilities			32,468				33,236
Minority interest of consolidated subsidiaries			—				1
Preferred securities of subsidiaries			87				87
Shareholders’ equity
Common stock			8,166				7,987
Treasury stock, at cost			(497	)			(444	)
Retained earnings			3,443				3,206
Accumulated other comprehensive loss			(1,377	)			(1,624	)
Total shareholders’ equity			9,735				9,125
Total liabilities and shareholders’ equity		$	42,290			$	42,449

EXELON CORPORATION
Consolidated Statements of Cash Flows
(in millions)

		Six Months Ended
		June 30,
		2006				2005
Cash flows from operating activities
Net income		$	1,044			$	1,035
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization and accretion, including nuclear fuel			1,060				961
Deferred income taxes and amortization of investment tax credits			(81	)			528
Provision for uncollectible accounts			42				22
Equity in losses of unconsolidated affiliates			61				68
Gains on sales of investments and wholly owned subsidiaries			(2	)			(17	)
Net realized (gains) losses on nuclear decommissioning trust funds			11				(55	)
Other decommissioning-related activities			(149	)			13
Impairment charges			117				—
Other non-cash operating activities			32				27
Changes in assets and liabilities:
Accounts receivable			230				53
Inventories			11				26
Other current assets			(136	)			(136	)
Accounts payable, accrued expenses and other current liabilities			(406	)			(211	)
Counterparty collateral asset			178				(20	)
Counterparty collateral liability			5				7
Income taxes			300				24
Net realized and unrealized mark-to-market and hedging transactions			(69	)			(74	)
Pension and non-pension postretirement benefits			99				(1,927	)
Other noncurrent assets and liabilities			(159	)			(38	)
Net cash flows provided by operating activities			2,188				286
Cash flows from investing activities
Capital expenditures			(1,156	)			(1,007	)
Proceeds from nuclear decommissioning trust fund assets sales			2,554				2,149
Investment in nuclear decommissioning trust funds			(2,706	)			(2,256	)
Acquisition of businesses, net of cash acquired			—				(97	)
Proceeds from sales of investments and wholly owned subsidiaries, net of $32 million of cash sold during the six months ended June 30, 2005			1				103
Investment in synthetic fuel-producing facilities			(53	)			(56	)
Change in restricted cash			1				23
Other investing activities			(1	)			(2	)
Net cash flows used in investing activities			(1,360	)			(1,143	)
Cash flows from financing activities
Issuance of long-term debt			326				1,788
Retirement of long-term debt			(34	)			(185	)
Retirement of long-term debt to financing affiliates			(422	)			(397	)
Issuance of short-term debt			—				2,500
Retirement of short-term debt			—				(2,200	)
Change in other short-term debt			(106	)			(161	)
Dividends paid on common stock			(535	)			(535	)
Proceeds from employee stock plans			107				156
Purchase of treasury stock			(53	)			(8	)
Other financing activities			31				(55	)
Net cash flows provided by (used in) financing activities			(686	)			903
Increase in cash and cash equivalents			142				46
Cash and cash equivalents at beginning of period			140				499
Cash and cash equivalents at end of period		$	282			$	545