##### 



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Name of Registrant; State of Incorporation;

IRS EmployerCommission

Address of Principal Executive Offices; and

IdentificationFile Number

Telephone Number

Number1-16169

EXELON CORPORATION
    (a Pennsylvania corporation) 
    10 South Dearborn Street
    P.O. Box 805379 
    Chicago, Illinois
    60680-5379
    (312) 394-7398

23-2990190333-85496

EXELON GENERATION COMPANY, LLC
    (a Pennsylvania limited liability company) 
    300 Exelon Way
    Kennett Square, Pennsylvania 19348(610) 765-5959

23-30642191-1839

COMMONWEALTH EDISON COMPANY
    (an Illinois corporation)
    440 South LaSalle Street 
    Chicago, Illinois
    60605-1028(312) 394-4321

36-0938600000-16844

PECO ENERGY COMPANY
    (a Pennsylvania corporation)
    P.O. Box 8699
    2301 Market Street
    Philadelphia, Pennsylvania
    19101-8699(215) 841-4000

23-0970240   þ o
    Exelon Corporation Common Stock,
    without par value

672,650,097Exelon Generation Company, LLC

not applicableCommonwealth Edison Company Common
    Stock, $12.50 par value

127,016,519PECO Energy Company Common Stock,
    without par value

170,478,507   Rule 12b-2
  Large Accelerated Filer


Accelerated Filer


Non-accelerated FilerExelon Corporation


üExelon Generation Company, LLC










üCommonwealth Edison Company










üPECO Energy Company










ü   Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  Page No.FILING FORMAT


3FORWARD-LOOKING
    STATEMENTS


3WHERE TO FIND MORE
    INFORMATION


3PART I.

FINANCIAL INFORMATION


4ITEM 1.

FINANCIAL STATEMENTS


4Exelon Corporation


5Consolidated Statements of Operations and Comprehensive Income


5Consolidated Statements of Cash Flows


6Consolidated Balance Sheets


7Consolidated Statement of Changes in Shareholders Equity


9Exelon Generation Company, LLC


10Consolidated Statements of Operations and Comprehensive Income


10Consolidated Statements of Cash Flows


11Consolidated Balance Sheets


12Consolidated Statement of Changes in Members Equity


14Commonwealth Edison Company


15Consolidated Statements of Operations and Comprehensive Income


15Consolidated Statements of Cash Flows


16Consolidated Balance Sheets


17Consolidated Statement of Changes in Shareholders Equity


19PECO Energy Company


20Consolidated Statements of Operations and Comprehensive Income


20Consolidated Statements of Cash Flows


21Consolidated Balance Sheets


22Consolidated Statement of Changes in Shareholders Equity


24Combined Notes to Consolidated
    Financial Statements1. Basis of Presentation


252. Discontinued Operations


263. New Accounting Pronouncements


264. Acquisitions and Dispositions


275. Regulatory Issues


286. Intangible Assets


357. Debt and Credit Agreements


368. Derivative Financial Instruments


389. Retirement Benefits


4310. Income Taxes


4611. Asset Retirement Obligations


5112. Earnings Per Share and Shareholders Equity


5213. Commitments and Contingencies


5314. Supplemental Financial Information


6315. Segment Information


7016. Related-Party Transactions


7117. Subsequent Events


79 1




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##### 



Page No.ITEM 2.

MANAGEMENTS DISCUSSION
    AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


80Exelon Corporation


80Exelon Generation Company, LLC


113Commonwealth Edison Company


115PECO Energy Company


117ITEM 3.

QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


119ITEM 4.

CONTROLS AND
    PROCEDURES


126PART II.

OTHER INFORMATION


127ITEM 1.

LEGAL PROCEEDINGS


127ITEM 1A.

RISK FACTORS


127ITEM 2.

UNREGISTERED SALES OF EQUITY
    SECURITIES AND USE OF PROCEEDS


127ITEM 5.

OTHER INFORMATION


128ITEM 6.

EXHIBITS


129SIGNATURES


130Exelon Corporation


130Exelon Generation Company, LLC


130Commonwealth Edison Company


131PECO Energy Company


131CERTIFICATION
    EXHIBITS


132Exelon Corporation


132, 140Exelon Generation Company, LLC


134, 142Commonwealth Edison Company


136, 144PECO Energy Company


138, 146  2




---



##### 



FILING
    FORMAT  Form 10-Q
 FORWARD-LOOKING
    STATEMENTS  Form 10-K:
 WHERE TO
    FIND MORE INFORMATION  1-800-SEC-0330. www.sec.gov www.exeloncorp.com
 3




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##### 



PART I.
    FINANCIAL INFORMATION  Item 1.  Financial Statements
  4




---



##### 



EXELON
    CORPORATION  EXELON
    CORPORATION AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
    (Unaudited)
  Three MonthsEndedMarch 31,(In millions, except per share data)

2007


2006Operating revenues

$
4,829


$
3,861Operating expensesPurchased power


1,245



525Fuel


770



937Operating and maintenance


1,058



1,024Depreciation and amortization


369



363Taxes other than income


196



194Total operating expenses


3,638



3,043Operating income


1,191



818Other income and
    deductionsInterest expense


(156
)


(153
)Interest expense to affiliates, net


(57
)


(71
)Equity in losses of unconsolidated
    affiliates and investments


(26
)


(39
)Other, net


63



45Total other income and deductions


(176
)


(218
)Income from continuing
    operations before income taxes


1,015



600Income taxes


334



201Income from continuing
    operations


681



399Discontinued
    operationsIncome from discontinued operations
    (net of taxes of $2 and $0 for the three months ended
    March 31, 2007 and 2006, respectively)


5



1Gain on disposal of discontinued
    operations (net of taxes of $3 and $0 for the three months ended
    March 31, 2007 and 2006, respectively)


5



Income from discontinued
    operations, net


10



1Net income


691



400Other comprehensive income
    (loss), net of income taxesPension and non-pension
    postretirement benefit plans:Prior service benefit reclassified
    to periodic benefit cost ($2 and $(4) related to pension and
    non-pension postretirement benefit plans, respectively)


(2
)


Actuarial loss reclassified to
    periodic benefit cost ($16 and $5 related to pension and
    non-pension postretirement benefit plans, respectively)


21



Transition obligation reclassified
    to periodic benefit cost ($0 and $1 related to pension and
    non-pension postretirement benefit plans, respectively)


1



Change in unrealized gain (loss) on
    cash-flow hedges


(418
)


92Unrealized gain on marketable
    securities


9



28State income tax alignment


3



Other comprehensive income (loss)


(386
)


120Comprehensive income

$
305


$
520Average shares of common stock
    outstanding:Basic


672



669Diluted


677



675Earnings per average common
    share  basic:Income from continuing operations

$
1.01


$
.60Income from discontinued operations


0.01



Net income

$
1.02


$
.60Earnings per average common
    share  diluted:Income from continuing operations

$
1.01


$
.59Income from discontinued operations


0.01



Net income

$
1.02


$
.59Dividends per common
    share

$
0.44


$
0.40    5




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three Months Ended March 31,(In millions)

2007


2006Cash flows from operating
    activitiesNet income

$
691


$
400Adjustments to reconcile net
    income to net cash flows provided by operating activities:Depreciation, amortization and
    accretion, including nuclear fuel


533



524Deferred income taxes and
    amortization of investment tax credits


(75
)


(35
)Net realized and unrealized
    mark-to-market
    and hedging transactions


116



21Other non-cash operating activities


170



176Changes in assets and liabilities:Accounts receivable


(295
)


253Inventories


141



65Accounts payable, accrued expenses
    and other current liabilities


(200
)


(454
)Counterparty collateral asset


(101
)


146Counterparty collateral liability


(246
)


(41
)Income taxes


319



35Pension and non-pension
    postretirement benefit contributions


(20
)


(15
)Other assets and liabilities


(365
)


(227
)Net cash flows provided by
    operating activities


668



848Cash flows from investing
    activitiesCapital expenditures


(672
)


(613
)Proceeds from nuclear
    decommissioning trust fund sales


945



932Investment in nuclear
    decommissioning trust funds


(1,007
)


(1,000
)Proceeds from sale of investments


95



Change in restricted cash


9



5Other investing activities


(29
)


(37
)Net cash flows used in investing
    activities


(659
)


(713
)Cash flows from financing
    activitiesIssuance of long-term debt


460



320Retirement of long-term debt


(179
)


(16
)Retirement of long-term debt to
    financing affiliates


(264
)


(215
)Change in short-term debt


331



30Dividends paid on common stock


(296
)


(267
)Proceeds from employee stock plans


98



81Purchase of treasury stock


(37
)


(54
)Other financing activities


34



20Net cash flows provided by (used
    in) financing activities


147



(101
)Increase in cash and cash
    equivalents


156



34Cash and cash equivalents at
    beginning of period


224



140Cash and cash equivalents at
    end of period

$
380


$
174    6




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##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIESCONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,(In millions)

2007


2006ASSETSCurrent assetsCash and cash equivalents

$
380


$
224Restricted cash and investments


49



58Accounts receivable, netCustomer


2,077



1,747Other


400



462Mark-to-market
    derivative assets


506



1,418Inventories, netFossil fuel


176



300Materials and supplies


422



431Deferred income taxes


133



Other


668



352Total current assets


4,811



4,992Property, plant and equipment,
    net


23,133



22,775Deferred debits and other
    assetsRegulatory assets


5,629



5,808Nuclear decommissioning trust funds


6,540



6,415Investments


653



725Investments in affiliates


80



85Goodwill


2,641



2,694Mark-to-market
    derivative assets


152



171Other


1,072



654Total deferred debits and other
    assets


16,767



16,552Total assets

$
44,711


$
44,319    7




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,(In millions)

2007


2006LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesShort-term borrowings

$
636


$
305Long-term debt due within one year


383



248Long-term debt to ComEd
    Transitional Funding Trust and PECO Energy Transition Trust due
    within one year


697



581Accounts payable


1,251



1,382Mark-to-market
    derivative liabilities


757



1,015Accrued expenses


987



1,180Other


811



1,084Total current liabilities


5,522



5,795Long-term debt


9,045



8,896Long-term debt to ComEd
    Transitional Funding Trust and PECO Energy Transition
    Trust


2,066



2,470Long-term debt to other
    financing trusts


545



545Deferred credits and other
    liabilitiesDeferred income taxes and
    unamortized investment tax credits


5,114



5,340Asset retirement obligations


3,837



3,780Pension obligations


731



747Non-pension postretirement benefit
    obligations


1,848



1,817Spent nuclear fuel obligation


962



950Regulatory liabilities


3,140



3,025Mark-to-market
    derivative liabilities


217



78Other


1,481



782Total deferred credits and other
    liabilities


17,330



16,519Total liabilities


34,508



34,225Commitments and
    contingenciesPreferred securities of
    subsidiaries


87



87Shareholders
    equityCommon stock (No par value,
    2,000 shares authorized, 673 and 670 shares
    outstanding at March 31, 2007 and December 31, 2006,
    respectively)


8,467



8,314Treasury stock, at cost (13 and
    13 shares held at March 31, 2007 and December 31,
    2006, respectively)


(667
)


(630
)Retained earnings


3,805



3,426Accumulated other comprehensive
    loss, net


(1,489
)


(1,103
)Total shareholders equity


10,116



10,007Total liabilities and
    shareholders equity

$
44,711


$
44,319    8




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##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENT OF CHANGES IN
    SHAREHOLDERS EQUITY
    (Unaudited)
  AccumulatedOther


TotalIssued


Common


Treasury


Retained


Comprehensive


Shareholders(In millions)

Shares


Stock


Stock


Earnings


Income (Loss)


EquityBalance, December 31,
    2006


683


$
8,314


$
(630
)

$
3,426


$
(1,103
)

$
10,007Net income














691







691Long-term incentive plan activity


3



153















153Common stock purchases










(37
)










(37
)Common stock dividends declared














(296
)






(296
)Adoption of Financial Accounting
    Standards Board Interpretation No. 48 (FIN 48)














(16
)






(16
)Other comprehensive loss, net of
    income taxes of $(248)


















(386
)


(386
)Balance, March 31,
    2007


686


$
8,467


$
(667
)

$
3,805


$
(1,489
)

$
10,116    9




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##### 



EXELON
    GENERATION COMPANY, LLC  EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
    (Unaudited)
  Three Months EndedMarch 31,(In millions)

2007


2006Operating revenuesOperating revenues

$
1,843


$
1,032Operating revenues from affiliates


860



1,188Total operating revenues


2,703



2,220Operating expensesPurchased power


594



363Fuel


471



611Operating and maintenance


561



593Operating and maintenance from
    affiliates


78



75Depreciation and amortization


67



67Taxes other than income


41



43Total operating expenses


1,812



1,752Operating income


891



468Other income and
    deductionsInterest expense


(35
)


(42
)Interest expense to affiliates, net






(1
)Equity in earnings (losses) of
    investments


2



(3
)Other, net


32



7Total other income and deductions


(1
)


(39
)Income from continuing
    operations before income taxes


890



429Income taxes


335



161Income from continuing
    operations


555



268Discontinued
    operationsGain on disposal of discontinued
    operations (net of taxes of $3 and $0 for the three months ended
    March 31, 2007 and 2006, respectively)


5



Income from discontinued
    operations, net


5



Net income


560



268Other comprehensive income
    (loss), net of income taxesChange in unrealized gain (loss)
    on cash-flow hedges


(422
)


92Unrealized gain on marketable
    securities


9



28Other comprehensive income (loss)


(413
)


120Comprehensive income

$
147


$
388    10




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##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three MonthsEndedMarch 31,(In millions)

2007


2006Cash flows from operating
    activitiesNet income

$
560


$
268Adjustments to reconcile net
    income to net cash flows provided by operating activities:Depreciation, amortization and
    accretion, including nuclear fuel


230



226Deferred income taxes and
    amortization of investment tax credits


(25
)


(1
)Net realized and unrealized
    mark-to-market
    and hedging transactions


118



23Other non-cash operating activities


56



70Changes in assets and liabilitiesAccounts receivable


(166
)


150Receivables from and payables to
    affiliates, net


257



55Inventories


30



24Accounts payable, accrued expenses
    and other current liabilities


(118
)


(307
)Counterparty collateral asset


(101
)


146Counterparty collateral liability


(246
)


(41
)Income taxes


358



85Pension and non-pension
    postretirement benefit contributions


(11
)


(5
)Other assets and liabilities


(119
)


(96
)Net cash flows provided by
    operating activities


823



597Cash flows from investing
    activitiesCapital expenditures


(290
)


(286
)Proceeds from nuclear
    decommissioning trust fund sales


945



932Investment in nuclear
    decommissioning trust funds


(1,007
)


(1,000
)Proceeds from sale of investments


95



Changes in Exelon intercompany
    money pool contributions


(117
)


Change in restricted cash


1



1Other investing activities


(7
)


(1
)Net cash flows used in investing
    activities


(380
)


(354
)Cash flows from financing
    activitiesChanges in Exelon intercompany
    money pool borrowings






(88
)Distribution to member


(295
)


(165
)Contribution from member






5Other financing activities


1



2Net cash flows used in financing
    activities


(294
)


(246
)Increase (decrease) in cash and
    cash equivalents


149



(3
)Cash and cash equivalents at
    beginning of period


128



34Cash and cash equivalents at
    end of period

$
277


$
31    11




---



##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIESCONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,(In millions)

2007


2006ASSETSCurrent assetsCash and cash equivalents

$
277


$
128Restricted cash and investments


1



2Accounts receivable, netCustomer


760



575Other


88



122Mark-to-market
    derivative assets


497



1,408Receivable from affiliates


239



437Inventories, netFossil fuel


110



127Materials and supplies


331



335Deferred income taxes


98



Contributions to Exelon
    intercompany money pool


130



13Prepayments and other current
    assets


377



286Total current assets


2,908



3,433Property, plant and equipment,
    net


7,631



7,514Deferred debits and other
    assetsNuclear decommissioning trust funds


6,540



6,415Investments


35



115Mark-to-market
    derivative assets


151



171Prepaid pension asset


986



996Other


337



265Total deferred debits and other
    assets


8,049



7,962Total assets

$
18,588


$
18,909    12




---



##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,(In millions)

2007


2006LIABILITIES AND MEMBERS
    EQUITYCurrent liabilitiesLong-term debt due within one year

$
12


$
12Accounts payable


754



899Mark-to-market
    derivative liabilities


751



1,003Payables to affiliates


59



Accrued expenses


761



496Deferred income taxes






142Other


138



362Total current liabilities


2,475



2,914Long-term debt


1,778



1,778Deferred credits and other
    liabilitiesAsset retirement obligations


3,657



3,602Pension obligation


36



37Non-pension postretirement benefit
    obligations


555



538Spent nuclear fuel obligation


962



950Deferred income taxes and
    unamortized investment tax credits


1,349



1,380Payables to affiliates


1,945



1,911Mark-to-market
    derivative liabilities


216



77Other


314



238Total deferred credits and other
    liabilities


9,034



8,733Total liabilities


13,287



13,425Commitments and
    contingenciesMinority interest of
    consolidated subsidiary


1



1Members equityMembership interest


3,267



3,267Undistributed earnings


2,030



1,800Accumulated other comprehensive
    income, net


3



416Total members equity


5,300



5,483Total liabilities and
    members equity

$
18,588


$
18,909    13




---



##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENT OF CHANGES IN MEMBERS
    EQUITY
    (Unaudited)
  AccumulatedOther


TotalMembership


Undistributed


Comprehensive


Members(In millions)

Interest


Earnings


Income (Loss)


EquityBalance, December 31,
    2006

$
3,267


$
1,800


$
416


$
5,483Net income






560







560Distribution to member






(295
)






(295
)Adoption of FIN 48






(35
)






(35
)Other comprehensive loss, net of
    income taxes of $(260)










(413
)


(413
)Balance, March 31,
    2007

$
3,267


$
2,030


$
3


$
5,300    14




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##### 



COMMONWEALTH
    EDISON COMPANY  COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
    (Unaudited)
  Three MonthsEndedMarch 31,(In millions)

2007


2006Operating revenuesOperating revenues

$
1,488


$
1,423Operating revenues from affiliates


2



3Total operating revenues


1,490



1,426Operating expensesPurchased power


588



91Purchased power from affiliate


380



771Operating and maintenance


195



164Operating and maintenance from
    affiliates


49



52Depreciation and amortization


107



98Taxes other than income


80



81Total operating expenses


1,399



1,257Operating income


91



169Other income and
    deductionsInterest expense


(68
)


(56
)Interest expense to affiliates, net


(15
)


(20
)Equity in losses of unconsolidated
    affiliates


(2
)


(3
)Other, net


2



1Total other income and deductions


(83
)


(78
)Income before income
    taxes


8



91Income taxes


3



37Net income


5



54Other comprehensive gain, net
    of income taxesChange in unrealized gain on
    cash-flow hedges


3



Other comprehensive income


3



Comprehensive income

$
8


$
54    15




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three MonthsEndedMarch 31,(In millions)

2007


2006Cash flows from operating
    activitiesNet income

$
5


$
54Adjustments to reconcile net
    income to net cash flows provided by (used in) operating
    activities:Depreciation, amortization and
    accretion


107



98Deferred income taxes and
    amortization of investment tax credits


9



(8
)Net realized and unrealized
    mark-to-market
    and hedging transactions


(2
)


10Other non-cash operating activities


51



37Changes in assets and liabilities:Accounts receivable


(38
)


58Inventories


6



(3
)Accounts payable, accrued expenses
    and other current liabilities


36



(25
)Receivables from and payables to
    affiliates, net


(142
)


4Income taxes


(4
)


59Pension and non-pension
    postretirement benefit contributions


(1
)


(2
)Other assets and liabilities


(58
)


(8
)Net cash flows provided by (used
    in) operating activities


(31
)


274Cash flows from investing
    activitiesCapital expenditures


(289
)


(234
)Change in restricted cash


(2
)


(2
)Other investing activities


3



Net cash flows used in investing
    activities


(288
)


(236
)Cash flows from financing
    activitiesChanges in short-term debt


280



(151
)Issuance of long-term debt


287



320Retirement of long-term debt


(145
)


Retirement of long-term debt to
    ComEd Transitional Funding Trust


(86
)


(89
)Changes in Exelon intercompany
    money pool borrowings






(140
)Contributions from parent






23Other financing activities






(3
)Net cash flows provided by (used
    in) financing activities


336



(40
)Increase (decrease) in cash and
    cash equivalents


17



(2
)Cash and cash equivalents at
    beginning of period


35



38Cash and cash equivalents at
    end of period

$
52


$
36    16




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIESCONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,(In millions)

2007


2006ASSETSCurrent assetsCash and cash equivalents

$
52


$
35Restricted cash


2



Accounts receivable, netCustomer


770



740Other


132



62Inventories, net


76



83Deferred income taxes


9



29Receivables from affiliates






18Regulatory assets


73



Other


36



40Total current assets


1,150



1,007Property, plant and equipment,
    net


10,652



10,457Deferred debits and other
    assetsRegulatory assets


517



532Investments


44



44Investments in affiliates


18



20Goodwill


2,641



2,694Receivables from affiliates


1,793



1,774Prepaid pension asset


905



914Other


469



332Total deferred debits and other
    assets


6,387



6,310Total assets

$
18,189


$
17,774    17




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  March 31,


December 31,(In millions)

2007


2006LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesShort-term borrowings

$
340


$
60Long-term debt due within one year


298



147Long-term debt to ComEd
    Transitional Funding Trust due within one year


285



308Accounts payable


290



203Accrued expenses


230



467Payables to affiliates


79



219Customer deposits


115



114Regulatory liabilities


6



Other


73



82Total current liabilities


1,716



1,600Long-term debt


3,424



3,432Long-term debt to ComEd
    Transitional Funding Trust


252



340Long-term debt to other
    financing trusts


361



361Deferred credits and other
    liabilitiesDeferred income taxes and
    unamortized investment tax credits


2,002



2,310Asset retirement obligations


158



156Non-pension postretirement benefit
    obligations


190



176Regulatory liabilities


2,853



2,824Other


928



277Total deferred credits and other
    liabilities


6,131



5,743Total liabilities


11,884



11,476Commitments and
    contingenciesShareholders
    equityCommon stock


1,588



1,588Other paid-in capital


4,906



4,906Retained deficit


(189
)


(193
)Accumulated other comprehensive
    loss, net






(3
)Total shareholders equity


6,305



6,298Total liabilities and
    shareholders equity

$
18,189


$
17,774    18




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF CHANGES IN
    SHAREHOLDERS EQUITY
 (Unaudited)
  AccumulatedOther


Retained


Retained


Other


TotalCommon


Paid-In


Deficits


Earnings


Comprehensive


Shareholders(In millions)

Stock


Capital


Unappropriated


Appropriated


Loss


EquityBalance, December 31,
    2006

$
1,588


$
4,906


$
(1,632
)

$
1,439


$
(3
)

$
6,298Net income










5











5Appropriation of retained earnings
    for future dividends










(4
)


4







Adoption of FIN 48










(1
)










(1
)Other comprehensive income, net of
    income taxes of $1


















3



3Balance, March 31,
    2007

$
1,588


$
4,906


$
(1,632
)

$
1,443


$



$
6,305    19




---



##### 



PECO
    ENERGY COMPANY  PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
 (Unaudited)
  Three MonthsEnded March 31,(In millions)

2007


2006Operating revenuesOperating revenues

$
1,496


$
1,403Operating revenues from affiliates


4



4Total operating revenues


1,500



1,407Operating expensesPurchased power


64



71Purchased power from affiliate


480



416Fuel


299



326Operating and maintenance


119



117Operating and maintenance from
    affiliates


29



31Depreciation and amortization


185



171Taxes other than income


71



65Total operating expenses


1,247



1,197Operating income


253



210Other income and
    deductionsInterest expense


(19
)


(18
)Interest expense to affiliates, net


(43
)


(51
)Equity in losses of unconsolidated
    affiliates


(2
)


(3
)Other, net


5



3Total other income and deductions


(59
)


(69
)Income before income
    taxes


194



141Income taxes


66



48Net income


128



93Preferred stock
    dividends


1



1Net income on common
    stock

$
127


$
92Comprehensive income, net of
    income taxesNet income

$
128


$
93Comprehensive income

$
128


$
93    20




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  Three Months Ended March 31,(In millions)

2007


2006Cash flows from operating
    activitiesNet income

$
128


$
93Adjustments to reconcile net
    income to net cash flows provided by operating activities:Depreciation, amortization and
    accretion


185



171Deferred income taxes and
    amortization of investment tax credits


(77
)


(70
)Other non-cash operating activities


29



36Changes in assets and liabilities:Accounts receivable


(97
)


(3
)Inventories


105



44Accounts payable, accrued expenses
    and other current liabilities


(71
)


(68
)Receivables from and payables to
    affiliates, net


(23
)


(5
)Income taxes


167



136Pension and non-pension
    postretirement benefit contributions


(6
)


(5
)Other assets and liabilities


(139
)


(94
)Net cash flows provided by
    operating activities


201



235Cash flows from investing
    activitiesCapital expenditures


(85
)


(90
)Changes in Exelon intercompany
    money pool contributions






8Change in restricted cash


3



(1
)Other investing activities


(3
)


(1
)Net cash flows used in
    investing activities


(85
)


(84
)Cash flows from financing
    activitiesIssuance of long-term debt


173



Retirement of long-term debt to
    PECO Energy Transition Trust


(178
)


(126
)Change in short-term debt


5



87Changes in Exelon intercompany
    money pool borrowings


(32
)


Dividends paid on common and
    preferred stock


(156
)


(117
)Contributions from parent


65



48Net cash flows used in
    financing activities


(123
)


(108
)Increase (decrease) in cash and
    cash equivalents


(7
)


43Cash and cash equivalents at
    beginning of period


29



37Cash and cash equivalents at
    end of period

$
22


$
80    21




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  March 31,


December 31,(In millions)

2007


2006ASSETSCurrent assetsCash and cash equivalents

$
22


$
29Restricted cash


1



4Accounts receivable, netCustomer


534



426Other


98



79Inventories, netGas


66



173Materials and supplies


15



13Deferred income taxes


26



25Prepaid utility taxes


149



Other


11



13Total current assets


922



762Property, plant and equipment,
    net


4,698



4,651Deferred debits and other
    assetsRegulatory assets


3,749



3,896Investments


23



21Investments in affiliates


63



64Receivable from affiliate


164



151Other


458



228Total deferred debits and other
    assets


4,457



4,360Total assets

$
10,077


$
9,773    22




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  March 31,


December 31,(In millions)

2007


2006LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesShort-term borrowings

$
100


$
95Borrowings from Exelon
    intercompany money pool


13



45Long-term debt to PECO Energy
    Transition Trust due within one year


412



273Accounts payable


139



175Accrued expenses


215



121Payables to affiliates


212



203Customer deposits


52



50Other


27



16Total current liabilities


1,170



978Long-term debt


1,644



1,469Long-term debt to PECO Energy
    Transition Trust


1,814



2,131Long-term debt to other
    financing trusts


184



184Deferred credits and other
    liabilitiesDeferred income taxes and
    unamortized investment tax credits


2,713



2,601Asset retirement obligations


21



21Non-pension postretirement benefit
    obligations


285



283Regulatory liabilities


237



151Other


150



146Total deferred credits and other
    liabilities


3,406



3,202Total liabilities


8,218



7,964Commitments and
    contingenciesShareholders
    equityCommon stock


2,223



2,223Preferred stock


87



87Receivable from parent


(1,025
)


(1,090
)Retained earnings


569



584Accumulated other comprehensive
    income, net


5



5Total shareholders equity


1,859



1,809Total liabilities and
    shareholders equity

$
10,077


$
9,773    23




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF CHANGES IN
    SHAREHOLDERS EQUITY
 (Unaudited)
  AccumulatedReceivable





Other


TotalCommon


Preferred


from


Retained


Comprehensive


Shareholders(In millions)

Stock


Stock


Parent


Earnings


Income


EquityBalance, December 31,
    2006

$
2,223


$
87


$
(1,090
)

$
584


$
5


$
1,809Net income














128







128Common stock dividends














(155
)






(155
)Preferred stock dividends














(1
)






(1
)Repayment of receivable from parent










65











65Adoption of FIN 48














13







13Balance, March 31,
    2007

$
2,223


$
87


$
(1,025
)

$
569


$
5


$
1,859    24




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
 COMBINED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in millions, except per share data, unless otherwise
    noted)  1.
    Basis of
    Presentation (Exelon, Generation, ComEd and PECO)              Form 10-Q. Form 10-K.
 25




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Discontinued
    Operations (Exelon and Generation)        3.
    New
    Accounting Pronouncements (Exelon, Generation, ComEd and
    PECO)  FIN 48
     26




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   SFAS No. 157
    SFAS No. 159
    4.
    Acquisitions
    and Dispositions (Exelon and Generation)  Sithe
    (Exelon and Generation)
      Form 10-K
  Sale
    of Termoeléctrica del Golfo (TEG) and Termoeléctrica
    Peñoles (TEP) (Exelon and Generation)
   27




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Regulatory
    Issues (Exelon, Generation, ComEd and PECO)    Rate Freeze Extension Proposal (Exelon and
    ComEd).
     28




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Illinois Procurement Case and Related Proceedings (Exelon,
    Generation and ComEd).
  after-the-fact
   29




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Illinois Rate Case (Exelon and
    ComEd).
  Illinois Rate Design Investigation (Exelon and
    ComEd).
  Original Cost Audit (Exelon and
    ComEd).
  Environmental and Customer Assistance Programs (Exelon and
    ComEd).
 30




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Residential Rate Stabilization Program (Exelon and
    ComEd).
  City of Chicago Negotiations (Exelon and
    ComEd).
  Customer Disconnection Moratorium (Exelon and ComEd).
  Post-2006 Summary (Exelon and
    ComEd).
 31




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Transmission Rate Case (Exelon and
    ComEd).
  Authorized Return on Rate Base (Exelon, ComEd and
    PECO).
 32




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Through and Out (T&O) Rates and Seams Elimination
    Charge/Cost Adjustment/Assignment (SECA) (Exelon, ComEd and
    PECO).
  PJM Transmission Design (Exelon, ComEd and
    PECO).
 33




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Alternative Energy Filing (Exelon and
    PECO).
  Post-2006 Summary (Exelon and
    Generation).
  Market-Based Rates Matters (Exelon and
    Generation).
 34




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Reliability Pricing Model (RPM) (Exelon and
    Generation).
  $197.67/MW
  6.
    Intangible
    Assets (Exelon and ComEd)  Goodwill (Exelon and ComEd).
    Balance as of January 1, 2007

$
2,694Uncertain tax positions(a)


(53
)Balance as of March 31, 2007

$
2,641  35




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    For uncertain tax positions that
    existed at the Unicom / PECO merger, the impact of adopting
    FIN 48 is recorded to goodwill in accordance with Emerging
    Issues Task Force (EITF) Issue
    No. 93-7,
    Uncertainties Related to Income Taxes in a Purchase
    Business Combination
    (EITF 93-7).
    See Notes 3 and 10 for further information regarding the
    adoption of FIN 48.  7.
    Debt and
    Credit Agreements (Exelon, Generation, ComEd and PECO)  Short-Term
    Borrowings
    March 31,


December 31,Borrower

2007


2006Exelon Corporate

$
196


$
150ComEd






60PECO


100



95   Form 10-K
  Carrying
    Amounts and Fair Values of Long-Term Debt
    Exelon
    March 31, 2007


December 31, 2006Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLong-term debt (including amounts
    due within one year)

$
9,428


$
9,295


$
9,144


$
9,122Long-term debt to ComEd
    Transitional Funding Trust and PECO Energy Transition Trust
    (PETT) (including amounts due within one year)


2,763



2,854



3,051



3,149Long-term debt to other financing
    trusts


545



503



545



517  36




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Generation
    March 31, 2007


December 31, 2006Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLong-term debt (including amounts
    due within one year)

$
1,790


$
1,816


$
1,790


$
1,821   ComEd
    March 31, 2007


December 31, 2006Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLong-term debt (including amounts
    due within one year)

$
3,722


$
3,668


$
3,579


$
3,592Long-term debt to ComEd
    Transitional Funding Trust (including amounts due within one
    year)


537



541



648



652Long-term debt to other financing
    trusts


361



325



361



338   PECO
    March 31, 2007


December 31, 2006Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueLong-term debt

$
1,644


$
1,629


$
1,469


$
1,464Long-term debt to PETT (including
    amounts due within one year)


2,226



2,313



2,404



2,496Long-term debt to other financing
    trusts


184



178



184



179   Issuance
    of Long-Term Debt
    InterestCompany

Type

Rate


Maturity


Amount(a)ComEd

First Mortgage Bonds


5.90
%


March 15, 2036


$
300PECO

First Mortgage Bonds


5.70
%


March 15, 2037



175Other












1  37




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    Excludes unamortized bond discounts.  Retirement
    of Long-Term Debt
    InterestCompany

Type

Rate


Maturity

AmountExelon

Notes payable for investments
    in synthetic fuel-producing facilities


6.00-8.00
%

Various

$
34ComEd

Notes payable


7.625
%

January 15, 2007


145ComEd

ComEd Transitional Funding Trust


5.63
%

June 25, 2007


111
(a)(b)PECO

PETT


6.13
%

September 1, 2008


178     (a)
    
    Amount includes a $17 million
    reallocation from prepaid interest to long-term debt to ComEd
    Transitional Funding Trust. This reallocation did not have an
    impact on ComEds Consolidated Statement of Operations or
    ComEds Consolidated Statement of Cash Flows.(b)
    
    ComEd applied $8 million of
    previously prepaid balances against the long-term debt to ComEd
    Transitional Funding Trust.  8.
    Derivative
    Financial Instruments (Exelon, Generation, ComEd and
    PECO)  Interest-Rate
    Swaps (Exelon, Generation, ComEd and PECO)
    Fair-Value Hedges. fixed-to-floating Fixed-to-floating
  Cash-Flow Hedges.
 38




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Energy-Related
    Derivatives (Exelon, Generation, ComEd and PECO)
    Form 10-K.
     39




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31, 2007Generation


ComEd





ExelonEnergy-Cash-Flow


Other


Proprietary





Cash-Flow


Other








RelatedDerivatives

Hedges


Derivatives


Trading


Subtotal


Hedge


Derivatives


Subtotal


Other(a)


Derivatives(b)Current assets

$
94


$
320


$
83


$
497


$



$
1


$
1


$
8


$
506Noncurrent assets


67



75



9



151















1



152Total
    mark-to-market
    energy contract assets

$
161


$
395


$
92


$
648


$



$
1


$
1


$
9


$
658Current liabilities

$
(333
)

$
(344
)

$
(74
)

$
(751
)

$
(2
)

$
(4
)

$
(6
)

$



$
(757
)Noncurrent liabilities


(114
)


(93
)


(9
)


(216
)














(1
)


(217
)Total
    mark-to-market
    energy contract liabilities

$
(447
)

$
(437
)

$
(83
)

$
(967
)

$
(2
)

$
(4
)

$
(6
)

$
(1
)

$
(974
)Total
    mark-to-market
    energy contract net assets (liabilities)

$
(286
)

$
(42
)

$
9


$
(319
)

$
(2
)

$
(3
)

$
(5
)

$
8


$
(316
)     (a)
    
    Other includes corporate
    operations, shared service entities, including Exelon Business
    Services Company (BSC), Enterprises and investments in synthetic
    fuel-producing facilities.(b)
    
    Excludes Exelons
    interest-rate swaps.    December 31, 2006Generation


ComEd





ExelonEnergy-Cash-Flow


Other


Proprietary





Cash-Flow


Other








RelatedDerivatives

Hedges


Derivatives


Trading


Subtotal


Hedge


Derivatives


Subtotal


Other(a)


Derivatives(b)Current assets

$
460


$
751


$
197


$
1,408


$



$



$



$
10


$
1,418Noncurrent assets


104



52



15



171



















171Total
    mark-to-market
    energy contract assets

$
564


$
803


$
212


$
1,579


$



$



$



$
10


$
1,589Current liabilities

$
(119
)

$
(697
)

$
(187
)

$
(1,003
)

$
(6
)

$
(5
)

$
(11
)

$
(1
)

$
(1,015
)Noncurrent liabilities


(30
)


(33
)


(14
)


(77
)














(1
)


(78
)Total
    mark-to-market
    energy contract liabilities

$
(149
)

$
(730
)

$
(201
)

$
(1,080
)

$
(6
)

$
(5
)

$
(11
)

$
(2
)

$
(1,093
)Total
    mark-to-market
    energy contract net assets (liabilities)

$
415


$
73


$
11


$
499


$
(6
)

$
(5
)

$
(11
)

$
8


$
496  40




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel-producing facilities.(b)
    
    Excludes Exelons
    interest-rate swaps.  Normal Operations and Hedging Activities
    (Generation).
  Cash-Flow Hedges (Generation and ComEd).
  Total Cash-Flow HedgeOCI Activity, Net ofIncome TaxMarch 31, 2007

Generation


ComEd


ExelonAccumulated OCI derivative gain
    (loss) at December 31, 2006

$
250


$
(4
)

$
246Changes in fair value


(411
)


1



(410
)Reclassifications from OCI to net
    income


(13
)


2



(11
)Accumulated OCI derivative gain
    (loss) at March 31, 2007

$
(174
)

$
(1
)

$
(175
)   Total Cash-Flow HedgeOCI Activity, Net ofIncome TaxMarch 31, 2006

Exelon and GenerationAccumulated OCI derivative loss at
    December 31, 2005

$
(314
)Changes in fair value


46Reclassifications from OCI to net
    income


45Accumulated OCI derivative loss at
    March 31, 2006

$
(223
)    41




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Other Derivatives (Exelon, Generation and
    ComEd). mark-to-market mark-to-market mark-to- mark-to-market mark-to-market
  Three Months Ended March 31, 2007Generation


ComEd(a)


Other(b)


ExelonUnrealized
    mark-to-market
    gains (losses)

$
(76
)

$
1


$
(1
)

$
(76
)Realized
    mark-to-market
    gains (losses)


(39
)


1







(38
)Total net
    mark-to-market
    gains (losses)

$
(115
)

$
2


$
(1
)

$
(114
)     (a)
    
    See Energy-Related
    Derivatives above.(b)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel-producing facilities.  Three Months Ended March 31, 2006Generation


ComEd(a)


Other(b)


ExelonUnrealized
    mark-to-market
    gains (losses)

$
(57
)

$
(10
)

$
13


$
(54
)Realized
    mark-to-market
    gains


35











35Total 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.  Proprietary Trading Activities
    (Generation). mark-to-market mark-to-market mark-to-market mark-to-market
 42




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three MonthsEnded March 31,2007


2006Unrealized
    mark-to-market
    gains

$



$
2Realized
    mark-to-market
    losses


(3
)


(2
)Total net
    mark-to-market
    losses

$
(3
)

$
   Credit
    Risk Associated with Derivative Instruments (Exelon and
    Generation)
          9.
    Retirement
    Benefits (Exelon, Generation, ComEd and PECO)   43




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Defined
    Benefit Pension and Other Postretirement Benefits 
    Consolidated Plans (Exelon, Generation, ComEd and
    PECO)
      OtherPension


PostretirementBenefits


BenefitsThree Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006


2007


2006Service cost

$
41


$
41


$
25


$
25Interest cost


151



142



49



47Expected return on assets


(204
)


(204
)


(28
)


(26
)Amortization of:Transition obligation










2



2Prior service cost (benefit)


4



4



(14
)


(23
)Actuarial loss


37



40



17



23Net periodic benefit cost

$
29


$
23


$
51


$
48    44




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three MonthsEndedMarch 31,Pension and Postretirement Benefit Costs

2007


2006Generation

$
36


$
31ComEd


24



19PECO


10



10Exelon Corporate(a)


10



11     (a)
    
    Represents amounts billed to
    Exelons subsidiaries through intercompany allocations.  Pension
    and Other Postretirement Benefits  AmerGen Plans
    (Generation)
    OtherPension


PostretirementBenefits


BenefitsThree Months


Three MonthsEnded


EndedMarch 31,


March 31,2007


2006


2007


2006Service cost

$
3


$
3


$
2


$
2Interest cost


2



2



1



1Expected return on assets


(2
)


(2
)






Net periodic benefit cost

$
3


$
3


$
3


$
3   401(k)
    Savings Plan (Exelon, Generation, ComEd and PECO)
    Three MonthsEndedMarch 31,Savings Plan Matching Contributions

2007


2006Exelon

$
16


$
15Generation


8



8ComEd


4



4PECO


2



2  45




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Income
    Taxes (Exelon, Generation, ComEd and PECO)    Three Months Ended March 31, 2007Exelon


Generation


ComEd


PECOU.S. Federal statutory rate


35.0
%


35.0
%


35.0
%


35.0
%Increase (decrease) due to:State income taxes, net of Federal
    income tax benefit


5.4



5.4



4.3



(0.9
)Qualified nuclear decommissioning
    trust fund income


0.4



0.5







Plant basis differences














0.4Synthetic fuel-producing
    facilities credit(a)


(4.7
)










Domestic production activities
    deduction


(1.4
)


(1.5
)






Tax exempt income


(0.3
)


(0.3
)






Amortization of investment tax
    credit


(0.3
)


(0.1
)


(9.6
)


(0.3
)Nontaxable postretirement benefits


(0.3
)


(0.1
)


(8.9
)


(0.2
)Allowance for funds used during
    construction (AFUDC), equity










(3.6
)


Lobbying activities


0.1







9.7



Forecasted annual tax rate
    adjustment


(0.3
)


(0.1
)


11.0



Other


(0.7
)


(1.1
)


(0.4
)


Effective income tax rate


32.9
%


37.7
%


37.5
%


34.0
%     (a)
    
    See Notes 2 and 12 of the
    Combined Notes to Consolidated Financial Statements within
    Exelons 2006 Annual Report on
    Form 10-K
    for further information regarding investments in synthetic
    fuel-producing facilities.  Three Months Ended March 31, 2006Exelon


Generation


ComEd


PECOU.S. Federal statutory rate


35.0
%


35.0
%


35.0
%


35.0
%Increase (decrease) due to:State income taxes, net of Federal
    income tax benefit


3.4



4.4



4.8



(0.6
)Qualified nuclear decommissioning
    trust fund income


0.5



0.7







Amortization of regulatory asset


0.7







0.7



Plant basis differences


0.1











0.1Synthetic fuel-producing
    facilities credit(a)


(4.4
)










Domestic production activities
    deduction


(0.8
)


(1.1
)






Tax exempt income


(0.5
)


(0.7
)






Amortization of investment tax
    credit


(0.5
)


(0.3
)


(0.8
)


(0.4
)Nontaxable postretirement benefits


(0.4
)


(0.3
)


(0.7
)


(0.3
)Lobbying activities


0.6







0.3



Forecasted annual tax rate
    adjustment


0.5







0.9



0.1Other


(0.7
)


(0.2
)


0.5



0.1Effective income tax rate


33.5
%


37.5
%


40.7
%


34.0
%  46




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    See Notes 2 and 12 of the
    Combined Notes to Consolidated Financial Statements within
    Exelons 2006 Annual Report on
    Form 10-K
    for further information regarding investments in synthetic
    fuel-producing facilities.  Accounting
    for Uncertainty in Income Taxes (Exelon, Generation, ComEd and
    PECO)
    Increase (decrease)

Exelon


Generation


ComEd


PECOAccounts receivable,
    net  Other

$
72


$



$
72


$
1Goodwill


(53
)






(53
)


Other deferred debits and other
    assets


378



22



137



208Accrued expenses


(211
)


(2
)


(186
)


Deferred income taxes and
    unamortized investment tax credits


(86
)


28



(299
)


185Other deferred credits and other
    liabilities


710



31



642



11Retained earnings


(16
)


(35
)


(1
)


13          47




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   EITF 93-7.
          Simplified
    Service Cost Method (Exelon, ComEd and PECO)
   48




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1999
    Sale of Fossil Generating Assets (Exelon and
    ComEd)
          Investments
    in Synthetic Fuel-Producing Facilities (Exelon)
   49




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      year-to-date
  Estimated2007Beginning of Phase-Out Range(a)

$
62End of Phase-Out Range(a)


782007 Annual Average NYMEX


66     (a)
    
    The estimated 2007 phase-out range
    as of March 31, 2007 is based upon the actual 2006
    phase-out range. The actual 2006 phase-out range was determined
    using the inflation adjustment factor published by the IRS in
    April 2007. The actual 2006 phase-out range was increased by 2%
    (Exelons estimate of inflation) to arrive at the estimated
    2007 phase-out range.    mark-to-market mark-to-market
     50




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Asset
    Retirement Obligations (Exelon and Generation)  Nuclear
    Decommissioning Asset Retirement Obligations (ARO)
      Exelon and GenerationNuclear decommissioning AROs at
    January 1, 2007

$
3,533Accretion expense


57Payments to decommission retired
    plants


(3
)Nuclear decommissioning AROs at
    March 31, 2007

$
3,587     Nuclear
    Decommissioning Trust Fund Investments
      other-than-temporarily
 51




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Form 10-K
  12.
    Earnings
    Per Share and Shareholders Equity (Exelon)  Earnings
    per Share
    Three MonthsEndedMarch 31,2007


2006Income from continuing operations

$
681


$
399Income from discontinued operations


10



1Net income

$
691


$
400Average common shares
    outstanding  basic


672



669Assumed exercise of stock options,
    performance share awards and restricted stock


5



6Average common shares
    outstanding  diluted


677



675     Share
    Repurchases
  Form 10-K
 52




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Long-Term
    Incentive Plans
    Three MonthsEndedMarch 31,2007


2006Stock options

$
15


$
17Performance shares


17



21Restricted stock units


6



1Total stock-based compensation
    included in operating and maintenance expense


38



39Income tax benefit


(15
)


(15
)Total after-tax stock-based
    compensation expense

$
23


$
24   Stock
    Options and Performance Shares
  Form 10-K.
  Restricted
    Stock Units
    (SFAS No. 123-R),
    13.
    Commitments
    and Contingencies (Exelon, Generation, ComEd and PECO)  Form 10-K.
 53




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Energy
    Commitments
    
    Generations total commitments for future sales of energy
    to unaffiliated third-party utilities and others increased by
    approximately $149 million during the three months ended
    March 31, 2007, reflecting increases of approximately
    $578 million, $346 million and $121 million in
    2008, 2009 and 2010 sales commitments, respectively, offset by
    the fulfillment of approximately $896 million of 2007
    commitments during the three months ended March 31, 2007.
    The increases were primarily due to increased forward sales of
    energy to counterparties other than ComEd as a result of the
    expiration of the PPA with ComEd on December 31, 2006, as
    well as increased overall hedging activity in the normal course
    of business.    Fuel
    Purchase Obligations
    
    Generations total fuel purchase obligations for nuclear
    and fossil generation as of March 31, 2007 increased by
    $58 million for 2008, $89 million for 2009 and 2010,
    and $270 million for 2011 and beyond, as compared to
    December 31, 2006 due to contracts entered into in the
    normal course of business.
    PECOs total fuel purchase obligations increased by
    approximately $105 million during the three months ended
    March 31, 2007, reflecting an increase of $19 million,
    $36 million, $31 million and $19 million in 2007,
    2008, 2009 and 2010, respectively, primarily related to the
    purchase of natural gas and related transportation services.  Commercial
    Commitments
    
    Exelons guarantees increased by $211 million
    primarily as a result of leasing activities, energy trading and
    performance guarantees.
    Generations letters of credit increased by $6 million
    and its guarantees (outside the scope of
    FIN 45) increased by $175 million primarily as a
    result of energy trading activities and the performance guaranty
    agreement entered into in connection with the sale of TEG and
    TEP.  Environmental
    Liabilities
   54




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
        TotalEnvironmentalInvestigation and


Portion of Total RelatedRemediation


to MGP InvestigationMarch 31, 2007

Reserve


and RemediationExelon

$
114


$
86Generation


19



ComEd


56



49PECO


39



37   55




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TotalEnvironmentalInvestigation and


Portion of Total RelatedRemediation


to MGP InvestigationDecember 31, 2006

Reserve


and RemediationExelon

$
119


$
88Generation


20



ComEd


58



49PECO


41



39     Section 316(b)
    of the Clean Water Act
      en banc certiorari
 56




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Nuclear
    Generating Station Groundwater
     57




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             58




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Cotter
    Corporation
    Greenhouse
    Gas Emissions Reductions
   59




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Leases
  Form 10-K
  Litigation
    and Regulatory Matters
  Exelon,
    Generation and PECO
  PJM Billing Dispute.
    Real Estate Tax Appeals.
 60




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Exelon
    and Generation
  Asbestos Personal Injury Claims.
    Oil Spill Liability
    Trust Fund Claim.
  Exelon
  Pension Claim.
 61




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Savings Plan Claim.
  Exelon,
    Generation, ComEd and PECO
  General.
  Fund Transfer
    Restrictions
  Form 10-K
  Income
    Taxes
   62




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 93-7.
    14.
    Supplemental
    Financial Information (Exelon, Generation, ComEd and
    PECO)  Supplemental
    Statement of Operations Information
    Three Months Ended March 31, 2007Exelon


Generation


ComEd


PECOInvestment income

$
2


$



$
1


$
1Gain on sale of investments, net


15



15







Decommissioning-related activities:Decommissioning trust fund
    income(a)


46



46







Decommissioning trust fund
    income  AmerGen(a)


11



11







Other-than-temporary
    impairment of decommissioning trust funds(b)


(8
)


(8
)






Other-than-temporary
    impairment of decommissioning trust funds  AmerGen


(2
)


(2
)






Regulatory offset to non-operating
    decommissioning-related activities(c)


(37
)


(37
)






Net direct financing lease income


6











AFUDC, equity


1







1



Recovery of tax credits related to
    Exelons investments in synthetic fuel-producing
    facilities(d)


20











Interest income related to
    settlement of PJM billing dispute(e)


5



4







1Interest income related to
    uncertain income tax positions under FIN 48(f)


1











3Other


3



3







Other, net

$
63


$
32


$
2


$
5     (a)
    
    Includes investment income and
    realized gains and losses.(b)
    
    For the three months ended
    March 31, 2007, includes
    other-than-temporary
    impairments totaling $8 million on nuclear decommissioning
    trust funds for the former ComEd units.(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. See 63




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Notes 9 and 13 of the Combined
    Notes to Consolidated Financial Statements within Exelons
    2006 Annual Report on
    Form 10-K
    for additional information regarding the accounting for nuclear
    decommissioning.(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 additional
    information.(e)
    
    See Note 13 
    Commitments and Contingencies for additional information.(f)
    
    See Note 3  New
    Accounting Pronouncements and Note 10  Income
    Taxes for additional information.  Three Months Ended March 31, 2006Exelon


Generation


ComEd


PECOInvestment income

$
3


$



$



$
2Decommissioning-related activities:Decommissioning trust fund
    income(a)


29



29







Decommissioning trust fund
    income  AmerGen(a)


9



9







Other-than-temporary
    impairment of decommissioning trust funds(b)


(3
)


(3
)






Regulatory offset to non-operating
    decommissioning-related activities(c)


(26
)


(26
)






Net direct financing lease income


6











Unrealized income tax credits(d)


29











Other


(2
)


(2
)


1



1Other, net

$
45


$
7


$
1


$
3     (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.(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. See Notes 9 and 13 of the Combined Notes to
    Consolidated Financial Statements within Exelons 2006
    Annual Report on
    Form 10-K
    for additional information regarding the accounting for nuclear
    decommissioning.(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. 64




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Supplemental
    Cash Flow Information
    Three Months Ended March 31, 2007Exelon


Generation


ComEd


PECOOther non-cash operating
    activities:Pension and non-pension
    postretirement benefits costs

$
80


$
36


$
24


$
10Equity in (earnings) losses of
    unconsolidated affiliates and investments


26



(2
)


2



2Provision for uncollectible
    accounts


19







7



12Stock-based compensation costs


27











Net realized gains on nuclear
    decommissioning trust funds


(9
)


(9
)






Gain on sale of investments, net


(15
)


(15
)






Amortization of energy-related
    options


33



33







Non-cash accounts receivable
    activity


(18
)










Spent nuclear fuel interest expense


12



12







Amortization of regulatory asset
    related debt costs


9







7



2Other


6



1



11



3Total other non-cash operating
    activities

$
170


$
56


$
51


$
29Changes in other assets and
    liabilities:Under/over-recovered energy costs

$
(55
)

$



$
(67
)

$
12Other current assets


(281
)


(100
)(a)


1



(147
)(c)Other noncurrent assets and
    liabilities


(29
)


(19
)(b)


8



(4
)Total changes in other assets and
    liabilities

$
(365
)

$
(119
)

$
(58
)

$
(139
)     (a)
    
    Relates primarily to the purchase
    of energy-related options and prepaid assets.(b)
    
    Relates primarily to the purchase
    of long-term fuel options.(c)
    
    Relates primarily to prepaid
    utility taxes.  65




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months Ended March 31, 2006Exelon


Generation


ComEd


PECOOther non-cash operating
    activities:Pension and non-pension
    postretirement benefits costs

$
71


$
31


$
19


$
10Equity in losses of unconsolidated
    affiliates and investments


39



3



3



3Provision for uncollectible
    accounts


25







4



19Stock-based compensation costs


32











Amortization of energy-related
    options


33



33







Non-cash accounts receivable
    activity


(33
)










Spent nuclear fuel expense


9



9Other decommissioning-related
    activities


(6
)


(6
)






Amortization of regulatory asset
    related debt costs


6







5



1Other










6



3Total other non-cash operating
    activities

$
176


$
70


$
37


$
36Changes in other assets and
    liabilities:Under/over-recovered energy costs

$
50


$



$



$
50Other current assets


(189
)


(24
)(a)


(7
)


(139
)(c)Other noncurrent assets and
    liabilities


(88
)


(72
)(b)


(1
)


(5
)Total changes in other assets and
    liabilities

$
(227
)

$
(96
)

$
(8
)

$
(94
)     (a)
    
    Relates primarily to the purchase
    of energy-related options and prepaid assets.(b)
    
    Relates primarily to the purchase
    of long-term fuel options.(c)
    
    Relates primarily to prepaid
    utility taxes. 66




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Supplemental
    Balance Sheet Information
    March 31, 2007Exelon


ComEd


PECORegulatory assetsCompetitive transition charge

$
2,836


$



$
2,836Pension and other postretirement
    benefits


1,363







Deferred income taxes


803



11



792Debt costs


200



172



28Severance


153



153



Conditional asset retirement
    obligations


110



96



14MGP remediation costs


65



45



20Non-pension postretirement benefits


37







37Rate case costs


7



7



Department of Energy facility
    decommissioning


5







5Procurement case costs


5



5



Other


45



28



17Noncurrent regulatory assets


5,629



517



3,749Under-recovered energy costs
    current asset(a)


73



73



Total regulatory assets

$
5,702


$
590


$
3,749   March 31, 2007Exelon


ComEd


PECORegulatory
    liabilitiesNuclear decommissioning

$
1,945


$
1,781


$
164Removal costs


1,068



1,068



Deferred taxes


50







Refund of PURTA taxes(b)


72







72Other


5



4



1Noncurrent regulatory liabilities


3,140



2,853



237Over-recovered energy costs
    current liability(a)


24



6



18Total regulatory liabilities

$
3,164


$
2,859


$
255     (a)
    
    Starting in 2007, the ComEd costs
    represent electricity and transmission costs recoverable
    (refundable) under ComEds ICC-approved rates. ComEds
    deferred energy costs are earning (paying) a rate of return. See
    Note 5  Regulatory Issues.(b)
    
    See Note 13 
    Commitments and Contingencies for additional information.  67




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2006Exelon


ComEd


PECORegulatory assetsCompetitive transition charge

$
2,982


$



$
2,982Pension and other postretirement
    benefits


1,380







Deferred income taxes


801



11



790Debt costs


209



179



30Severance


158



158



Conditional asset retirement
    obligations


109



95



14MGP remediation costs


73



47



26Non-pension postretirement benefits


39







39Rate case costs


7



7



Department of Energy facility
    decommissioning


6







6Procurement case costs


5



5



Other


39



30



9Total regulatory assets

$
5,808


$
532


$
3,896   December 31, 2006Exelon


ComEd


PECORegulatory
    liabilitiesNuclear decommissioning

$
1,911


$
1,760


$
151Removal costs


1,059



1,059



Deferred taxes


50







Other


5



5



Noncurrent regulatory liabilities


3,025



2,824



151Over-recovered energy costs
    current liability


6







6Total regulatory liabilities

$
3,031


$
2,824


$
157     March 31, 2007Exelon


Generation


ComEd


PECOProperty, plant and
    equipment:Accumulated depreciation

$
7,392
(a)

$
3,498
(a)

$
1,492


$
2,239Accounts receivable:Allowance for uncollectible
    accounts


94



17



21



55  68




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    Includes accumulated amortization
    of nuclear fuel of $1,126 million.  December 31, 2006Exelon


Generation


ComEd


PECOProperty, plant and
    equipment:Accumulated depreciation

$
7,250
(a)

$
3,414
(a)

$
1,445


$
2,228Accounts receivable:Allowance for uncollectible
    accounts


91



17



20



51     (a)
    
    Includes accumulated amortization
    of nuclear fuel of $1,078 million.    March 31,


December 31,Exelon and Generation

2007


2006Other current assets:Counterparty collateral deposits
    paid

$
127


$
26Option premiums


172



179Other current
    liabilities:Counterparty collateral deposits
    received


27



273     March 31,


December 31,Exelon

2007


2006Other current
    liabilities:Dividends payable

$
294


$
295  69




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Segment
    Information (Exelon, Generation, ComEd and PECO)    Three
    Months Ended March 31, 2007 and 2006
    IntersegmentGeneration


ComEd


PECO


Other(a)


Eliminations


ConsolidatedTotal revenues(b):2007

$
2,703


$
1,490


$
1,500


$
194


$
(1,058
)

$
4,8292006


2,220



1,426



1,407



205



(1,397
)


3,861Intersegment
    revenues:2007

$
860


$
1


$
2


$
195


$
(1,058
)

$
2006


1,188



2



2



205



(1,397
)


Income (loss) from continuing
    operations before income taxes:2007

$
890


$
8


$
194


$
(77
)

$



$
1,0152006


429



91



141



(61
)






600Income taxes:2007

$
335


$
3


$
66


$
(70
)

$



$
3342006


161



37



48



(45
)






201Income (loss) from continuing
    operations:2007

$
555


$
5


$
128


$
(7
)

$



$
6812006


268



54



93



(16
)






399Income from discontinued
    operations:2007

$
5


$



$



$
5


$



$
102006














1







1Net income (loss):2007

$
560


$
5


$
128


$
(2
)

$



$
6912006


268



54



93



(15
)






400Total assets:March 31, 2007

$
18,588


$
18,189


$
10,077


$
14,616


$
(16,759
)

$
44,711December 31, 2006


18,909



17,774



9,773



14,295



(16,432
)


44,319     (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, 2007 and 2006, utility taxes of $66 million
    and $62 million, respectively, are included in revenues and
    expenses for ComEd. For the three months ended March 31,
    2007 and 2006, utility taxes of $63 million and
    $57 million, respectively, are included in revenues and
    expenses for PECO. 70




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Related-Party
    Transactions (Exelon, Generation, ComEd and PECO)  Exelon
    Three Months EndedMarch 31,2007


2006Operating revenues from affiliatesComEd Transitional Funding Trust

$
1


$
1PETT


2



2Total operating revenues from
    affiliates

$
3


$
3Fuel purchases from related partiesKeystone Fuels, LLC

$
9


$
11Conemaugh Fuels, LLC


11



11Total fuel purchases from related
    parties

$
20


$
22Interest expense to affiliates, netComEd Transitional Funding Trust

$
9


$
14ComEd Financing II


3



3ComEd Financing III


3



3PETT


39



48PECO Trust III


2



2PECO Trust IV


1



1Total interest expense to
    affiliates, net

$
57


$
71Equity in earnings (losses) of
    unconsolidated affiliates and investmentsComEd Funding LLC

$
(2
)

$
(3
)PETT


(2
)


(3
)TEG and TEP


3



(2
)Investment in synthetic
    fuel-producing facilities


(24
)


(30
)Other


(1
)


(1
)Total equity in earnings (losses)
    of unconsolidated affiliates and investments

$
(26
)

$
(39
)   71




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,


December 31,2007


2006Receivables from affiliates
    (current)ComEd Transitional Funding Trust

$



$
17Investments in affiliatesComEd Funding LLC

$
2


$
4ComEd Financing II


10



10ComEd Financing III


6



6PETT


53



54PECO Energy Capital Corporation


4



4PECO Trust IV


6



6Other


(1
)


1Total investments in affiliates

$
80


$
85Receivable from affiliates
    (noncurrent)ComEd Transitional Funding Trust

$
8


$
14Payables to affiliates (current)ComEd Financing II

$
3


$
6ComEd Financing III


1



4PECO Trust III


2



1PECO Trust IV


2



Total payables to affiliates
    (current)

$
8


$
11Long-term debt to ComEd
    Transitional Funding Trust, PETT and other financing trusts
    (including due within one year)ComEd Transitional Funding Trust

$
537


$
648ComEd Financing II


155



155ComEd Financing III


206



206PETT


2,226



2,403PECO Trust III


81



81PECO Trust IV


103



103Total long-term debt due to
    financing trusts

$
3,308


$
3,596  72




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Generation
    Three Months EndedMarch 31,2007


2006Operating revenues from affiliatesComEd(a)

$
380


$
771PECO(b)


480



416BSC(c)






1Total operating revenues from
    affiliates

$
860


$
1,188Fuel purchases from related partiesKeystone Fuels, LLC

$
9


$
11Conemaugh Fuels, LLC


11



11Total fuel purchases from related
    parties

$
20


$
22Operating and maintenance from
    affiliatesComEd(d)

$
1


$
2PECO(d)


2



2BSC(c)


75



71Total operating and maintenance
    from affiliates

$
78


$
75Interest expense to affiliates, netExelon intercompany money pool(e)

$



$
1Equity in earnings (losses) of
    investmentsTEG and TEP


3



(2
)NuStart Energy Development, LLC


(1
)


(1
)Total equity in earnings (losses)
    of investments

$
2


$
(3
)Cash distribution paid to member

$
295


$
165Cash contribution received from
    member

$



$
5   73




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,


December 31,2007


2006Receivables from affiliates
    (current)Exelon(f)

$



$
85ComEd(a)


53



197PECO(b)


186



153BSC(c)






2Total receivables from affiliates
    (current)

$
239


$
437Contributions to Exelon
    intercompany money pool(e)

$
130


$
13Payables to affiliates (current)Exelon(f)

$
4


$
BSC(c)


55



Total payables to affiliates
    (current)

$
59


$
Payables to affiliates (noncurrent)ComEd decommissioning(g)

$
1,781


$
1,760PECO decommissioning(g)


164



151Total payables to affiliates
    (noncurrent)

$
1,945


$
1,911     (a)
    
    Effective January 1, 2007,
    Generation has a supplier forward agreement with ComEd to
    provide up to 35% of ComEds electricity supply
    requirements. Prior to 2007, Generation had a PPA with ComEd,
    which expired December 31, 2006. As a result of the
    expiration of the PPA with ComEd and the results of the
    auctions, Generation is selling more power through bilateral
    agreements. See Note 13  Commitments and
    Contingencies for further detail.(b)
    
    Generation has a PPA with PECO, as
    amended, to provide the full energy requirements of PECO.(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 purchases electricity
    from ComEd and PECO for Generations own use at its
    generation stations. Generations PPA with ComEd expired
    December 31, 2006. See Note 13  Commitments
    and Contingencies for further detail regarding the PPAs.(e)
    
    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.(f)
    
    In order to facilitate payment
    processing, Exelon processes certain invoice payments on behalf
    of Generation. In addition, Generation has a receivable from
    Exelon for the allocation of certain tax benefits related to a
    capital loss carryback.(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 11  Asset
    Retirement Obligations for additional information. 74




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   ComEd
    Three Months EndedMarch 31,2007


2006Operating revenues from affiliatesGeneration(a)

$
1


$
2ComEd Transitional Funding Trust


1



1Total operating revenues from
    affiliates

$
2


$
3Purchased Power from affiliateGeneration(b)

$
380


$
771Operation and maintenance from
    (to) affiliatesBSC(c)

$
49


$
52Interest expense to affiliates, netComEd Transitional Funding Trust(e)

$
9


$
14ComEd Financing II


3



3ComEd Financing III


3



3Total interest expense to
    affiliates, net

$
15


$
20Equity in losses of unconsolidated
    affiliatesComEd Funding LLC

$
2


$
3Capitalized costsBSC(c)

$
17


$
17Cash contributions received from
    parent

$



$
23   75




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,


December 31,2007


2006Receivables from affiliates
    (current)ComEd Transitional Funding Trust

$



$
17Other






1Total receivables from affiliates
    (current)

$



$
18Investments in affiliatesComEd Funding LLC

$
2


$
4ComEd Financing II


10



10ComEd Financing III


6



6Total investments in affiliates

$
18


$
20Receivable from affiliates
    (noncurrent)Generation(d)

$
1,781


$
1,760ComEd Transitional Funding Trust


8



14Other


4



Total receivable from affiliates
    (noncurrent)

$
1,793


$
1,774Payables to affiliates (current)Generation(b)

$
53


$
197BSC(c)


22



10ComEd Financing II


3



6ComEd Financing III


1



4Other






2Total payables to affiliates
    (current)

$
79


$
219Long-term debt to ComEd
    Transitional Funding Trust and other financing trusts (including
    due within one year)ComEd Transitional Funding Trust(e)

$
537


$
648ComEd Financing II


155



155ComEd Financing III


206



206Total long-term debt due to
    financing trusts

$
898


$
1,009     (a)
    
    ComEd provides electricity to
    Generation for Generations own use at its generation
    stations.(b)
    
    ComEds full-requirements PPA,
    as amended, with Generation expired December 31, 2006.
    Starting January 2007, ComEd began procuring electricity from
    Generation under the supplier forward contract resulting from
    the reverse-auction procurement process. See
    Note 5  Regulatory Issues for more information.(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. 76




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (d)
    
    ComEd has a long-term receivable
    from Generation as a result of the nuclear decommissioning
    contractual construct whereby, to the extent the assets
    associated with decommissioning are greater than the applicable
    ARO at the end of decommissioning, such amounts are due back to
    ComEd for payment to ComEds customers. See Note
    11  Asset Retirement Obligations for additional
    information.(e)
    
    Amount includes a $17 million
    reallocation from prepaid interest to long-term debt. This
    reallocation did not have an impact on ComEds Consolidated
    Statement of Operations or ComEds Consolidated Statement
    of Cash Flows.  PECO
    Three Months EndedMarch 31,2007


2006Operating revenues from affiliatesGeneration(a)

$
2


$
2PETT(b)


2



2Total operating revenues from
    affiliates

$
4


$
4Purchased power from affiliateGeneration(c)

$
480


$
416Operating and maintenance from
    affiliatesBSC(d)

$
29


$
31Interest expense to affiliates, netPETT

$
39


$
48PECO Trust III


2



2PECO Trust IV


1



1Other


1



Total interest expense to
    affiliates, net

$
43


$
51Equity in losses of unconsolidated
    affiliatesPETT

$
2


$
3Capitalized costsBSC(d)

$
9


$
17Cash dividends paid to parent

$
155


$
116Cash contributions received from
    parent

$
65


$
48   77




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31,


December 31,2007


2006Investments in affiliatesPETT

$
53


$
54PECO Energy Capital Corporation


4



4PECO Trust IV


6



6Total investments in affiliates

$
63


$
64Receivable from affiliate
    (noncurrent)Generation decommissioning(e)

$
164


$
151Borrowings from Exelon
    intercompany money pool(f)

$
13


$
45Payables to affiliates (current)Generation(c)

$
186


$
153BSC(d)


21



48Exelon


1



1PECO Trust III


2



1PECO Trust IV


2



Total payables to affiliates
    (current)

$
212


$
203Long-term debt to PETT and other
    financing trusts (including due within one year)PETT

$
2,226


$
2,404PECO Trust III


81



81PECO Trust IV


103



103Total long-term debt to financing
    trusts

$
2,410


$
2,588Shareholders
    equity  receivable from parent(g)

$
1,025


$
1,090     (a)
    
    PECO provides energy to Generation
    for Generations own use primarily at its generation
    stations.(b)
    
    PECO receives a monthly service fee
    from PETT based on a percentage of the outstanding balance of
    all series of transition bonds.(c)
    
    PECO has entered into a PPA with
    Generation. See Note 18 of the Combined Notes to
    Consolidated Financial Statements within Exelons 2006
    Annual Report on
    Form 10-K
    for more information regarding the PPA.(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 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 11  Asset Retirement Obligations.(f)
    
    PECO participates in Exelons
    intercompany money pool. PECO 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.(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 2007 through 2010. 78




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Subsequent
    Events (Exelon and Generation)   79




---



##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    General
    
    Generation, whose business consists of its owned and
    contracted electric generating facilities, its wholesale energy
    marketing operations and competitive retail sales operations.
    ComEd, whose business consists of the purchase and
    regulated retail and wholesale sale of electricity and the
    provision of distribution and transmission services to retail
    and wholesale customers in northern Illinois, including the City
    of Chicago.
    PECO, whose businesses consists of the purchase and
    regulated retail sale of electricity and the provision of
    distribution and transmission services to retail customers in
    southeastern Pennsylvania, including the City of Philadelphia,
    as well as the purchase and regulated retail sale of natural gas
    and the provision of distribution services to retail customers
    in the Pennsylvania counties surrounding the City of
    Philadelphia.     EXELON
    CORPORATION  Executive
    Overview
  Financial Results.
  
    higher average margins on Generations wholesale market
    sales primarily due to the end of the below-market power
    purchase agreement (PPA) with ComEd;
    increased nuclear output at Generation reflecting fewer outage
    days;
    decreased nuclear refueling outage costs;
    favorable PJM Interconnection, LLC (PJM) billing settlement with
    PPL Electric (PPL);
    favorable weather conditions in the ComEd and PECO service
    territories;
    increased delivery volume, excluding the effects of weather, at
    ComEd and PECO;
    increased pricing for delivery services and increased
    transmission revenues at ComEd; and
    increased earnings associated with investments in synthetic
    fuel-producing facilities.    
    unrealized
    mark-to-market
    losses on contracts not yet settled;
    lower margins (operating revenues less purchased power expense)
    at ComEd due to the end of the regulatory transition period and
    associated transition revenues; 80




---



##### 




    higher operating and maintenance expenses, including
    wage-related inflation; and
    increased depreciation and amortization expense, primarily
    related to competitive transition charge (CTC) amortization at
    PECO.  Financing Activities.
  Regulatory and Environmental Developments.
  
    Rate Freeze Extension Proposal  On March 6,
    2007, the Illinois House of Representatives (House) passed a
    rate freeze extension bill that, if enacted into law, would roll
    back the current electricity rates of ComEd and other Illinois
    utilities to rates that were in effect prior to 2007, exclusive
    of 2006 CTC rates. Also, the Illinois State Senates
    (Senate) Environment and Energy Committee (the Senate Committee)
    approved a bill, that, if enacted into law as amended, would
    roll back rates, exclusive of 2006 CTC rates, of certain
    Illinois utilities, not including ComEd, for a period of at
    least one year. On March 22, 2007, the Senate Committee
    approved for consideration by the full Senate an amendment that
    would make the legislation applicable to all Illinois utilities,
    including ComEd. On April 20, 2007, the Senate passed
    legislation that would rollback and freeze the rates of certain
    Illinois utilities, not including ComEd. This bill now moves to
    the House. As of April 24, 2007, the Senate has not passed
    any legislation rolling back or freezing ComEds rates.    
    Illinois Procurement Case and Related Proceedings  In
    January 2007, ComEd began procuring electricity under supplier
    forward contracts with various suppliers, including Generation.
    The supplier forward contracts resulted from a
    reverse-auction competitive bidding process, which
    was approved by the ICC on January 24, 2006 and permits
    recovery by ComEd of its electricity procurement costs from
    retail customers with no markup. The first auction took place in
    September 2006. The ICC order approving the auction process is
    under appeal. Consistent with the process previously approved by
    the ICC, the ICC has opened a proceeding to consider
    improvements to the competitive procurement process. It is
    anticipated that a final order will be entered in that
    proceeding with sufficient time to incorporate changes into the
    process for the February 2008 auction.
    Residential Rate Stabilization Program  In January
    2007, ComEd launched the rate stabilization program approved by
    the ICC that allows residential customers the choice to limit
    the impact of any rate increases over the next three years. The
    program has an opt-in feature that gives customers
    the choice to participate, beginning with the April 2007 billing
    period. Under the program, residential customers choosing to
    participate would see average annual rate increases capped at
    10% in 2007, 2008 and 2009. Costs that exceed the cap would be
    deferred and charged to customers over the following three
    years, 2010 to 2012. A 81




---



##### 



carrying charge at a rate of 3.25% per year will be
    assessed to participants to partially cover ComEds cost of
    financing the program. As of March 31, 2007, approximately
    34,000 or 1% of ComEds residential customers have enrolled
    in the program.  
    CARE − In July 2006, ComEd implemented CARE, an
    initiative to help customers prepare for electricity rate
    increases after the expiration of the rate freeze in Illinois.
    In addition to the residential rate stabilization program
    discussed above, CARE includes a variety of energy efficiency,
    low-income and senior citizen programs to help mitigate the
    impacts of the rate increase on customers bills.
    Illinois Rate Design Investigation  On March 2,
    2007, the ICC voted to initiate investigations into ComEds
    and the Ameren Corporation (Ameren) utilities rate
    designs, particularly for residential and residential
    space-heating customers. The ICC has a schedule that
    contemplates a final order by September 2007, which would allow
    implementation of changes, if any, prior to the next winter
    heating season.
    Transmission Rate Case  On March 1, 2007, ComEd
    filed a request with the FERC, seeking approval to increase the
    rate ComEd receives for transmission services. ComEd also
    requested incentive rate treatment for certain transmission
    projects. If approved by the FERC, the total proposed increase
    of $147 million in the annual revenue requirement,
    including incentives, would increase an average residential
    customer bill about 1.5%. ComEd is requesting that the new
    transmission rate, if accepted by FERC, be effective as of May
    2007.
    PECO AEPS Filing  On March 19, 2007, PECO filed
    a request with the Pennsylvania Public Utility Commission
    (PAPUC) for approval to acquire and bank up to 450,000 non-solar
    Tier I Alternative Energy Credits (equivalent to up to
    240 MW of electricity generated by wind) annually for a
    five-year term in order to prepare for 2011, the first year of
    PECOs required compliance under the Alternative Energy
    Portfolio Standards Act of 2004 (AEPS Act) following the
    completion of its restructuring period.  Outlook for 2007 and Beyond.
  
    As a result of rate freeze legislation or other legislative or
    regulatory action, if the price at which ComEd is allowed to
    sell electricity beginning in 2007 is set below ComEds
    cost to procure and deliver electricity, there will be material
    adverse consequences to ComEd, including possible bankruptcy,
    which could result in material adverse consequences to Exelon
    and, in the event of a ComEd bankruptcy filing, possibly
    material adverse consequences to Generation. The ICCs
    unanimous approval of the reverse-auction process, barring any
    adverse decision in the pending appeals or change in law, should
    provide ComEd with stability and greater certainty that it will
    be able to procure electricity and pass through the costs of
    that electricity to ComEds customers beginning in 2007
    through a transparent market mechanism in the reverse-auction
    competitive bidding process.
    PECO was subject to electric rate caps on its transmission and
    distribution rates through December 31, 2006 and is subject
    to caps on its generation rates through December 31, 2010.
    PECOs transmission and distribution rates will continue in
    effect until PECO files a rate case or there is some other
    specific regulatory action to adjust the rates. There are no
    current proceedings to do so. PECO is or will be involved in
    proceedings involving annual changes in its electric and gas
    universal service fund cost charges, its electric CTC/intangible
    transition charge reconciliation mechanism, and its purchased
    gas cost rate, all of which are designed to recover PECOs
    applicable costs.
    Effective for customer bills for electric generation service
    delivered after customers January 2007 meter readings, in
    accordance with its 1998 restructuring settlement with the
    PAPUC, PECO implemented an electric generation rate increase
    that will result in approximately $190 million of
    additional operating revenues in 2007 as compared to 2006 and a
    corresponding increase in purchased power, in accordance with
    PECOs PPA with Generation, with no resulting impact on
    pre-tax operating income. The impact of this rate increase on
    Exelon and Generation will be an increase in operating revenues
    and pre-tax operating income of approximately $190 million.
    Generation is exposed to commodity price risk associated with
    the unhedged portion of its electricity portfolio. Generation
    enters into derivative contracts, including forwards, futures,
    swaps, and options, with 82




---



##### 



approved counterparties to hedge this anticipated exposure.
    Generation has hedges in place that significantly mitigate this
    risk for 2007 and 2008. However, Generation is exposed to
    relatively greater commodity price risk in the subsequent years
    for which a larger portion of its electricity portfolio may be
    unhedged. Generation has been and will continue to be proactive
    in using hedging strategies to mitigate this risk in subsequent
    years as well.  
    Generation depends on coal, natural gas and the production of
    nuclear fuel assemblies to operate its generating facilities.
    Coal is procured for coal-fired plants through annual,
    short-term and spot-market purchases. Natural gas is procured
    through annual, monthly and spot-market purchases. The
    production of nuclear fuel assemblies requires long-term uranium
    concentrate inventory and supply contracts, contracted
    conversion services, contracted enrichment services and fuel
    fabrication services. The supply markets for coal, natural gas
    and uranium are subject to price fluctuations and availability
    restrictions that may negatively affect the results of
    operations for Generation. It is not possible to predict the
    ultimate cost or availability of these commodities. Generation
    uses long-term contracts and financial instruments such as
    over-the-counter
    and exchange-traded instruments to mitigate price risk
    associated with these commodity price exposures.
    The PPA between Generation and PECO expires at the end of 2010.
    Current market prices for electricity have increased
    significantly over the past few years due to the rise in natural
    gas and fuel prices. As a result, PECO customers
    generation rates are below current wholesale energy market
    prices and Generations margins on sales in excess of
    PECOs requirements have improved historically.
    Generations ability to maintain those margins will depend
    on future wholesale market prices and its ability to obtain high
    capacity factors at its nuclear plants.
    Select northeast and mid-Atlantic states have developed a model
    rule, via the Regional Greenhouse Gas Initiative, to regulate
    carbon emissions from fossil-fired generation in participating
    states starting in 2009. Federal
    and/or state
    legislation to regulate carbon emissions could occur in the
    future. If these plans become effective, Exelon may incur costs
    in further limiting the emissions from certain of its
    fossil-fuel fired facilities or in procuring emission allowance
    credits issued by various governing bodies. However, Exelon may
    benefit from stricter emission standards due to its significant
    nuclear capacity, which is not anticipated to be affected by the
    proposed emission standards.
    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. Increasing capital
    costs may include the price of uranium, which fuels the nuclear
    facilities, and continued capital investment in Exelons
    aging distribution infrastructure and generating facilities.
    Exelon 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.
    Exelon pursues growth opportunities that are consistent with its
    disciplined approach to investing to maximize earnings and cash
    flows. On September 29, 2006, Generation notified the
    Nuclear Regulatory Commission (NRC) that Generation will begin
    the application process for a combined construction and
    operating license that would allow for the possible construction
    of a new nuclear plant at an as-yet unnamed location in Texas.
    The filing of the letter with the NRC launches a process that
    preserves for Exelon the option to develop a new nuclear plant
    in Texas without immediately committing to the full project.
    Exelon has not decided to build a new nuclear plant. Among the
    various conditions that must be resolved before any formal
    decision to build is made are a permanent solution to spent
    nuclear fuel disposal, broad public acceptance of a new nuclear
    plant and assurances that a new plant using new technology can
    be financially successful. Exelon expects to submit the
    application to the NRC for the combined construction and
    operating license in 2008.
    During 2006, FERC issued its order approving PJMs
    settlement proposal related to its Reliability Pricing Model
    (RPM) to provide for a forward capacity auction using a demand
    curve and locational deliverability zones for capacity phased in
    over a several year period beginning on June 1, 2006.
    FERCs adoption of the settlement proposal is expected to
    have a favorable impact for owners of generation facilities,
    particularly 83




---



##### 



for such facilities located in constrained zones. The first
    auction took place in April 2007 and resulted in Generation
    auctioning capacity at prices ranging from $40.80/MW to
    $197.67/MW per day for the period from June 1, 2007 through
    May 31, 2008. Subsequent auctions will be conducted in July
    2007, October 2007 and January 2008 to auction capacity for
    periods through May 2011.  
    On April 2, 2007, the U.S. Supreme Court issued a
    decision in the case of Massachusetts v.
    U.S. Environmental Protection Agency holding that carbon
    dioxide and other greenhouse gas (GHG) emissions are pollutants
    subject to regulation under the new motor vehicle provisions of
    the Clean Air Act. The case was remanded to the Environmental
    Protection Agency for further rulemaking to determine whether
    GHG emissions may reasonably be anticipated to endanger public
    health or welfare, or in the alternative provide a reasonable
    explanation why GHG emissions should not be regulated. Possible
    outcomes from this decision include regulation of GHG emissions
    from manufacturing plants, including electric generation,
    transmission and distribution facilities, under a new
    Environmental Protection Agency rule, and Federal or state
    legislation.
    On January 25, 2007, the U.S. Court of Appeals for the
    Second Circuit issued its opinion in a challenge to the final
    Phase II rule implementing Section 316(b) of the Clean
    Water Act. By its action, the court invalidated compliance
    measures that the utility industry supported because they were
    cost-effective and provided existing plants with needed
    flexibility in selecting the compliance option appropriate to
    its location and operations. The courts opinion has
    created significant uncertainty about the specific nature, scope
    and timing of the final compliance requirements. In the interim,
    the Environmental Protection Agency has announced the suspension
    of the Phase II rule due to the uncertainty about the
    specific compliance requirements created by the courts
    remand of significant provisions of the rule. Until the
    Environmental Protection Agency finalizes the rule on remand,
    the state permitting agencies will continue the current practice
    of applying their best professional judgment to address
    impingement and entrainment requirements at plant cooling water
    intake structures.
    After a two year rulemaking process, the PAPUC is likely to
    issue final Default Supplier (Provider of Last Resort)
    regulations in the second quarter of 2007. These regulations
    will provide clear guidance to electric distribution companies,
    such as PECO, on acceptable methods of procuring electric energy
    supplies for default service customers when their generation
    rate caps expire at the end of their electric restructuring
    transition periods (e.g., for PECO, the post-2010 period). PECO
    has generally supported the regulations, but has offered
    comments requesting clarification in certain respects. PECO
    believes that the regulations, if adopted and applied in their
    present form, would allow it to fully recover its cost of
    procuring electric energy through competitive procurement
    methods such as an energy auction.
    In Illinois, Pennsylvania and other states, there is growing
    pressure for state regulatory and political processes to take
    steps to reduce the impact of price increases on retail
    customers. Associated with the end of the rate freeze period in
    Illinois in January 2007, various Illinois legislative attempts
    have been made to roll back and freeze ComEds rates for an
    additional period or to control the rate at which the rate
    increases are phased in. As a result of such experiences in
    Illinois and similar experiences in other states following the
    end of a regulatory transition period, there is a heightened
    risk of political pressure following the expiration of
    PECOs caps on its generation rates through
    December 31, 2010. In Pennsylvania, Governor Edward Rendell
    has issued an Energy Independence Plan that has given rise to
    three legislative bills now pending before the General Assembly.
    Provisions of that legislation would materially affect the
    PAPUCs proposed rules governing how default suppliers such
    as PECO would procure electricity for their default service
    customers and satisfy their obligations under the AEPS
    legislation when their generation rate caps expire at the end of
    their electric restructuring transition periods. PECO cannot
    predict the likelihood of such legislation being enacted and the
    potential impact on PECOs operating results.  Critical
    Accounting Policies and Estimates
   84




---



##### 



Form 10-K
  Taxation
  
    New
    Accounting Pronouncements
   85




---



##### 



Results
    of Operations  Exelon Corporation
  Three Months Ended March 31, 2007 Compared To Three
    Months Ended March 31, 2006
  Three MonthsEnded


FavorableMarch 31,


(Unfavorable)Exelon Corporation

2007


2006


VarianceOperating revenues

$
4,829


$
3,861


$
968Operating expensesPurchased power and fuel expense


2,015



1,462



(553
)Operating and maintenance expense


1,058



1,024



(34
)Depreciation and amortization


369



363



(6
)Taxes other than income


196



194



(2
)Total operating expenses


3,638



3,043



(595
)Operating income


1,191



818



373Other income and
    deductionsInterest expense


(156
)


(153
)


(3
)Interest expense to affiliates, net


(57
)


(71
)


14Equity in losses of unconsolidated
    affiliates and investments


(26
)


(39
)


13Other, net


63



45



18Total other income and deductions


(176
)


(218
)


42Income from continuing
    operations before income taxes


1,015



600



415Income taxes


334



201



(133
)Income from continuing
    operations


681



399



282Income from discontinued
    operations, net of income taxes


10



1



9Net income

$
691


$
400


$
291Diluted earnings per
    share

$
1.02


$
0.59


$
0.43   Net Income. mark-to-market
  Operating Revenues.
  Purchased Power and Fuel
    Expense.
 86




---



##### 



Operating and Maintenance
    Expense.
  Depreciation and Amortization
    Expense.
  Taxes Other Than Income.
  Other Income and Deductions.
  Effective Income Tax Rate.
  Discontinued Operations.
    Results
    of Operations by Business Segment
    Income
    (Loss) from Continuing Operations by Business Segment
  Three Months Ended


FavorableMarch 31,


(Unfavorable)2007


2006


VarianceGeneration

$
555


$
268


$
287ComEd


5



54



(49
)PECO


128



93



35Other(a)


(7
)


(16
)


9Total

$
681


$
399


$
282     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises,
    investments in synthetic fuel-producing facilities and
    intersegment eliminations. 87




---



##### 



Net Income (Loss) by Business Segment
  Three Months Ended


FavorableMarch 31,


(Unfavorable)2007


2006


VarianceGeneration

$
560


$
268


$
292ComEd


5



54



(49
)PECO


128



93



35Other(a)


(2
)


(15
)


13Total

$
691


$
400


$
291     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises,
    investments in synthetic fuel-producing facilities and
    intersegment eliminations.  Results
    of Operations  Generation
  Three Months Ended


FavorableMarch 31,


(Unfavorable)2007


2006


VarianceOperating revenues

$
2,703


$
2,220


$
483Operating expensesPurchased power and fuel


1,065



974



(91
)Operating and maintenance


639



668



29Depreciation and amortization


67



67



Taxes other than income


41



43



2Total operating expenses


1,812



1,752



(60
)Operating income


891



468



423Other income and
    deductionsInterest expense


(35
)


(43
)


8Equity in earnings (losses) of
    investments


2



(3
)


5Other, net


32



7



25Total other income and deductions


(1
)


(39
)


38Income from continuing
    operations before income taxes


890



429



461Income taxes


335



161



(174
)Income from continuing
    operations


555



268



287Income from discontinued
    operations, net of income taxes


5







5Net income

$
560


$
268


$
292   Net Income.
 88




---



##### 



Operating Revenues.
  Three MonthsEndedMarch 31,Revenue

2007


2006


Variance


% ChangeElectric sales to affiliates

$
860


$
1,172


$
(312
)


(26.6
)%Wholesale and retail electric sales


1,636



746



890



119.3
%Total electric sales revenue


2,496



1,918



578



30.1
%Retail gas sales


182



249



(67
)


(26.9
)%Trading portfolio


1



2



(1
)


(50.0
)%Other operating revenue(a)


24



51



(27
)


(52.9
)%Total operating revenue

$
2,703


$
2,220


$
483



21.8
%     (a)
    
    Includes sales relating to fossil
    fuel sales, operating service agreements and decommissioning
    revenue from PECO in 2007 and fossil fuel sales, operating
    service agreements and decommissioning revenue from ComEd and
    PECO in 2006.  Three MonthsEndedMarch 31,Sales (in GWhs)

2007


2006


Variance


% ChangeElectric sales to affiliates


16,205



29,924



(13,719
)


(45.8
)%Wholesale and retail electric sales


30,829



14,308



16,521



115.5
%Total electric sales


47,034



44,232



2,802



6.3
%     Electric sales to affiliates.
      Wholesale and retail electric sales.
  Increase(Decrease)Volume

$
874Price


16Increase in wholesale and retail
    electric sales

$
890  89




---



##### 



Retail gas sales.
  Other revenue.
  Purchased Power and Fuel
    Expense.
  Three MonthsEndedMarch 31,Supply Source (in GWhs)

2007


2006


Variance


% ChangeNuclear generation(a)


35,357



33,491



1,866



5.6
%Purchases  economic
    hedge portfolio


8,683



7,770



913



11.8
%Fossil and hydroelectric generation


2,994



2,971



23



1.0
%Total supply


47,034



44,232



2,802



6.3
%     (a)
    
    Represents Generations
    proportionate share of the output of its nuclear generating
    plants, including Salem, which is operated by PSEG Nuclear, LLC.    IncreasePrice


Volume


(Decrease)Purchased power costs

$
(22
)

$
66


$
44Generation cost


13



12



25Fuel resale cost


(50
)


(21
)


(71
)Mark-to-market


n.m.



n.m.



93Increase in purchased power and
    fuel expense









$
91     n.m. Not meaningful
  Purchased Power Cost.
  Generation Cost.
  Fuel Resale Cost.
 90




---



##### 



Mark-to-market. Mark-to-market Mark-to-market
    Three Months EndedMarch 31,($/MWh)

2007


2006


% ChangeAverage electric revenueElectric sales to affiliates

$
53.07


$
39.17



35.5
%Wholesale and retail electric sales


53.07



52.14



1.8
%Total  excluding the
    trading portfolio


53.07



43.36



22.4
%Average electric supply
    cost(a)  excluding the trading portfolio


18.90



16.44



15.0
%Average margin 
    excluding the trading portfolio


34.17



26.92



26.9
%     (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 MonthsEndedMarch 31,2007


2006Nuclear fleet capacity factor(a)


96.4
%


91.0
%Nuclear fleet production cost per
    MWh(a)

$
14.27


$
15.51     (a)
    
    Excludes Salem, which is operated
    by PSEG Nuclear, LLC.    Operating and Maintenance Expense.
  Increase(Decrease)Nuclear refueling outage costs

$
(29
)Decommissioning-related activities


(14
)Pension, payroll and benefit costs


22Other


(8
)Decrease in operating and
    maintenance expense

$
(29
)  91




---



##### 




    A $29 million decrease in nuclear refueling outage costs
    was associated with the fewer planned refueling outage days
    during the three months ended March 31, 2007 as compared to
    the same period in 2006.
    A $14 million decrease in decommissioning related
    activities was the result of the termination of revenue
    collections from ComEd, which likewise no longer required an
    offset through operating and maintenance expense.
    A $22 million increase in pension, payroll and benefit
    costs reflected the impact of inflation as well as an increase
    in various direct and allocated fringe costs.
    An $8 million decrease in other operating and maintenance
    expense was primarily due to a decrease in service
    agreement-related expenses during the three months ended
    March 31, 2007 as compared to the same period in 2006.  Depreciation and
    Amortization.
  Interest Expense.
  Other, Net.
  Effective Income Tax Rate.
  Discontinued Operations.
   92




---



##### 



Results
    of Operations  ComEd
  Three Months Ended


FavorableMarch 31,


(Unfavorable)2007


2006


VarianceOperating revenues

$
1,490


$
1,426


$
64Operating expensesPurchased power


968



862



(106
)Operating and maintenance


244



216



(28
)Depreciation and amortization


107



98



(9
)Taxes other than income


80



81



1Total operating expenses


1,399



1,257



142Operating income


91



169



(78
)Other income and
    deductionsInterest expense, net


(83
)


(76
)


(7
)Equity in losses of unconsolidated
    affiliates


(2
)


(3
)


1Other, net


2



1



1Total other income and deductions


(83
)


(78
)


(5
)Income before income
    taxes


8



91



(83
)Income taxes


3



37



34Net income

$
5


$
54


$
(49
)   Net Income.
  Operating Revenues and Purchased Power
    Expense.
  Increase (Decrease)Operating


Purchased


Revenue Net ofRevenues


Power


Purchased PowerCustomer choice

$
(294
)

$
(234
)

$
(60
)Rate changes and mix


304



329



(25
)Weather


32



19



13Transmission


6



(7
)


13Volume


7







7Other


9



(1
)


10Total increase (decrease)

$
64


$
106


$
(42
)  93




---



##### 



Customer
    choice
  Revenue.
    Three MonthsEnded March 31,2007


2006Retail customers purchasing
    electricity from a competitive electric generation supplier:Volume (GWhs)(a)


10,071



3,845Percentage of total retail
    deliveries


44
%


18
%Retail customers purchasing
    electricity from a competitive electric generation supplier or
    the ComEd PPO:Number of customers at period end


36,900



20,700Percentage of total retail
    customers


1
%


(b
)Volume (GWhs)(a)


10,127



6,877Percentage of total retail
    deliveries


45
%


32
%     (a)
    
    One GWh is the equivalent of one
    million kilowatthours (kWh).(b)
    
    Less than one percent.  Purchased Power.
  Rate
    changes and mix
  Revenue.
  Purchased Power.
 94




---



##### 



Weather
  Revenue.
  Purchased Power.
  Transmission
  Revenue.
  Purchased Power.
  Volume
  Revenue.
  Other
  Revenue  Economic Hedge Derivative
    Contracts. mark-to-market
  Operating and Maintenance Expense.
  Increase(Decrease)Wages and salaries

$
6Fringe benefits(a)


4Corporate allocations


4Severance-related expenses


3Repair and maintenance of
    transformer and synchronous condenser


3CARE program(b)


2Other


6Increase in operating and
    maintenance expense

$
28     (a)
    
    Reflects increases in various
    fringe benefits primarily due to increased pension and other
    postretirement benefits costs of $4 million.(b)
    
    See Note 5 of the Combined
    Notes to the Consolidated Financial Statements for additional
    information. 95




---



##### 



Depreciation and Amortization Expense.
  IncreaseAmortization of regulatory assets

$
5Depreciation expense associated
    with higher plant balances


4Increase in depreciation and
    amortization expense

$
9     Taxes Other Than Income.
  Interest Expense, Net.
  Other, Net.
  Income Taxes.
  ComEd
    Electric Operating Statistics and Revenue Detail
  Three MonthsEndedMarch 31,Retail Deliveries  (in GWhs)

2007


2006


Variance


% ChangeFull
    service(a)Residential


7,089



6,797



292



4.3
%Small commercial &
    industrial


4,586



5,319



(733
)


(13.8
)%Large commercial &
    industrial


706



2,179



(1,473
)


(67.6
)%Public authorities &
    electric railroads


183



601



(418
)


(69.6
)%Total full service


12,564



14,896



(2,332
)


(15.7
)%PPOSmall commercial &
    industrial


25



1,509



(1,484
)


(98.3
)%Large commercial &
    industrial


31



1,523



(1,492
)


(98.0
)%56



3,032



(2,976
)


(98.2
)%Delivery
    only(b)Small commercial &
    industrial


3,495



894



2,601



n.m.Large commercial &
    industrial


6,423



2,951



3,472



117.7
%Public authorities &
    electric railroads


153







153



n.m.10,071



3,845



6,226



161.9
%Total PPO and delivery only


10,127



6,877



3,250



47.3
%Total retail
    deliveries


22,691



21,773



918



4.2
%  96




---



##### 



(a)
    
    Full service reflects deliveries to
    customers taking electric service under tariff rates.(b)
    
    Delivery only service reflects
    customers electing to receive electricity from a competitive
    electric generation supplier.n.m. Not meaningful.  Three MonthsEndedMarch 31,Electric Revenue

2007


2006


Variance


% ChangeFull
    service(a)Residential

$
727


$
549


$
178



32.4
%Small commercial &
    industrial


435



388



47



12.1
%Large commercial &
    industrial


61



110



(49
)


(44.5
)%Public authorities &
    electric railroads


17



36



(19
)


(52.8
)%Total full service


1,240



1,083



157



14.5
%PPO(b)Small commercial &
    industrial


2



102



(100
)


(98.0
)%Large commercial &
    industrial


2



90



(88
)


(97.8
)%4



192



(188
)


(97.9
)%Delivery
    only(c)Small commercial &
    industrial


49



11



38



n.m.Large commercial &
    industrial


63



27



36



133.3
%Public authorities &
    electric railroads


1







1



n.m.113



38



75



197.4
%Total PPO and delivery only


117



230



(113
)


(49.1
)%Total electric retail
    revenues


1,357



1,313



44



3.4
%Other revenue(d)


132



123



9



7.3
%Economic hedge derivative contracts


1



(10
)


11



(110.0
)%Total operating
    revenues

$
1,490


$
1,426


$
64



4.5
%     (a)
    
    Full service revenue reflects
    deliveries to customers taking electric service under tariff
    rates, which include the cost of electricity and the cost of
    transmission and distribution of the electricity.(b)
    
    Revenues from customers choosing
    the PPO include an energy charge at market rates, transmission
    and distribution charges, and a CTC through December 31,
    2006.(c)
    
    Delivery only revenues reflect
    revenue under tariff rates from customers electing to receive
    electricity from a competitive electric generation supplier,
    which includes a distribution charge and a CTC through
    December 31, 2006.(d)
    
    Other revenues include transmission
    revenue (including revenue from PJM), sales to municipalities
    and other wholesale energy sales.n.m. Not meaningful. 97




---



##### 



Results
    of Operations  PECO
  Three MonthsEnded


FavorableMarch 31,


(Unfavorable)2007


2006


VarianceOperating revenues

$
1,500


$
1,407


$
93Operating expensesPurchased power and fuel


843



813



(30
)Operating and maintenance


148



148



Depreciation and amortization


185



171



(14
)Taxes other than income


71



65



(6
)Total operating expenses


1,247



1,197



(50
)Operating income


253



210



43Other income and
    deductionsInterest expense, net


(62
)


(69
)


7Equity in losses of unconsolidated
    affiliates


(2
)


(3
)


1Other, net


5



3



2Total other income and deductions


(59
)


(69
)


10Income before income
    taxes


194



141



53Income taxes


66



48



(18
)Net income


128



93



35Preferred stock dividends


1



1



Net income on common
    stock

$
127


$
92


$
35   Net Income.
  Electric and Gas Operating Revenues, Purchased Power and
    Fuel Expense.
  Increase (Decrease)Electric


Gas


TotalPurchasedOperating


Purchased





Operating


Fuel





Operating


PowerRevenues


Power


Net


Revenues


Expense


Net


Revenues


and Fuel


NetWeather

$
30


$
13


$
17


$
55


$
46


$
9


$
85


$
59


$
26Volume


28



12



16



13



10



3



41



22



19Rate increases (decreases)


55



44



11



(104
)


(104
)






(49
)


(60
)


11Settlement of PJM billing dispute






(10
)


10



















(10
)


10Customer choice


3



3



















3



3



Other rate changes and mix


(10
)


(3
)


(7
)


(1
)


6



(7
)


(11
)


3



(14
)Other


7



(2
)


9



17



15



2



24



13



11Total increase (decrease)

$
113


$
57


$
56


$
(20
)

$
(27
)

$
7


$
93


$
30


$
63  98




---



##### 



Weather
  Revenues.
  Purchased Power and Fuel Expense.
  Volume
  Revenues.
  Purchased Power and Fuel Expense.
  Rate
    increases (decreases)
  Revenues.
  Purchased Power and Fuel Expense.
  Settlement
    of PJM billing dispute
  Purchased Power.
  Customer
    choice
  Revenues and Purchased Power.
    99




---



##### 



Three Months Ended March 31,2007


2006Retail customers purchasing energy
    from a competitive electric generation supplier:Number of customers at period end


34,000



40,700Percentage of total retail
    customers


2
%


3
%Volume (GWhs)(a)


159



218Percentage of total retail
    deliveries


2
%


2
%     (a)
    
    One GWh is the equivalent of one
    million kWh.    Other
    rate changes and mix
  Revenues.
  Purchased Power and Fuel Expense.
  Other
    revenues and expenses
  Revenues.
  Purchased Power and Fuel.
  Operating and Maintenance Expense.
  Increase(Decrease)Allowance for uncollectible
    accounts

$
(7
)Storm costs


(3
)Contractors


6Environmental reserve(a)


4Change in operating and
    maintenance expense

$
     (a)
    
    Reflects lower expense in 2006 due
    to a settlement related to a Superfund site in the first quarter
    of 2006.  Depreciation and Amortization
    Expense.
  Taxes Other Than Income.
 100




---



##### 



Interest Expense, Net.
  Other, Net.
  Income Taxes.
  PECO
    Electric Operating Statistics and Revenue Detail
    Three MonthsEndedMarch 31,Retail Deliveries  (in GWhs)

2007


2006


Variance


% ChangeFull
    service(a)Residential


3,414



3,198



216



6.8
%Small commercial &
    industrial


2,069



1,883



186



9.9
%Large commercial &
    industrial


3,907



3,702



205



5.5
%Public authorities &
    electric railroads


232



243



(11
)


(4.5
)%Total full service


9,622



9,026



596



6.6
%Delivery
    only(b)Residential


12



18



(6
)


(33.3
)%Small commercial &
    industrial


144



182



(38
)


(20.9
)%Large commercial &
    industrial


3



18



(15
)


(83.3
)%Total delivery only


159



218



(59
)


(27.1
)%Total retail
    deliveries


9,781



9,244



537



5.8
%     (a)
    
    Full service reflects deliveries to
    customers taking electric service under tariff rates.(b)
    
    Delivery only service reflects
    customers receiving electric generation service from a
    competitive electric generation supplier.  101




---



##### 



Three MonthsEndedMarch 31,Electric Revenue

2007


2006


Variance


% ChangeFull
    service(a)Residential

$
449


$
405


$
44



10.9
%Small commercial &
    industrial


239



209



30



14.4
%Large commercial &
    industrial


329



295



34



11.5
%Public authorities &
    electric railroads


22



21



1



4.8
%Total full service


1,039



930



109



11.7
%Delivery
    only(b)Residential


1



1







Small commercial &
    industrial


7



9



(2
)


(22.2
)%Large commercial &
    industrial






1



(1
)


(100.0
)%Total delivery only


8



11



(3
)


(27.3
)%Total electric retail
    revenues


1,047



941



106



11.3
%Other revenue(c)


65



58



7



12.1
%Total electric and other
    revenue

$
1,112


$
999


$
113



11.3
%     (a)
    
    Full service revenue reflects
    revenue from customers taking generation service under tariff
    rates which includes the cost of energy, the cost of
    transmission and distribution of the energy and a CTC.(b)
    
    Delivery only revenue reflects
    revenue from customers receiving generation service from a
    competitive electric generation supplier, which includes the
    cost of distribution of the energy and a CTC.(c)
    
    Miscellaneous revenues include
    transmission revenue from PJM and other wholesale energy sales.  PECO
    Gas Sales Statistics and Revenue Detail
    Three MonthsEndedMarch 31,Deliveries to customers (in million cubic feet (mmcf))

2007


2006


Variance


% ChangeRetail sales


28,968



24,921



4,047



16.2
%Transportation


7,049



6,880



169



2.5
%Total


36,017



31,801



4,216



13.3
%   Three MonthsEndedMarch 31,Revenue

2007


2006


Variance


% ChangeRetail sales

$
366


$
403


$
(37
)


(9.2
)%Transportation


4



4







Resales and other


18



1



17



n.m.Total gas revenue

$
388


$
408


$
(20
)


(4.9
)%     n.m. Not meaningful
 102




---



##### 



Liquidity
    and Capital Resources
  Form 10-K
      Cash
    Flows from Operating Activities
     103




---



##### 



Three MonthsEndedMarch 31,2007


2006


VarianceNet income

$
691


$
400


$
291Add (subtract):Non-cash operating activities(a)


744



686



58Income taxes


319



35



284Changes in working capital and
    other noncurrent assets and liabilities(b)


(1,066
)


(258
)


(808
)Pension and non-pension
    postretirement benefit contributions


(20
)


(15
)


(5
)Net cash flows provided by
    operations

$
668


$
848


$
(180
)     (a)
    
    Represents depreciation,
    amortization and accretion, deferred income taxes, provision for
    uncollectible accounts, pension and non-pension postretirement
    benefit expense, equity in earnings and losses of unconsolidated
    affiliates and investments, other decommissioning-related
    activities, stock compensation expense 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. 104




---



##### 



Three MonthsEnded March 31,2007


2006Exelon

$
668


$
848Generation


823



597ComEd


(31
)


274PECO


201



235     Generation
  
    At March 31, 2007 and December 31, 2006, Generation
    had accounts receivable from ComEd of $53 million under its
    supplier forward agreement and $197 million under the PPA,
    which expired on December 31, 2006, respectively. At
    March 31, 2006 and December 31, 2005, Generation had
    accounts receivable from ComEd under the PPA of
    $251 million and $242 million, respectively.
    At March 31, 2007 and December 31, 2006, Generation
    had accounts receivable from PECO under the PPA of
    $186 million and $153 million, respectively. At
    March 31, 2006 and December 31, 2005, Generation had
    accounts receivable from PECO under the PPA of $143 million
    and $151 million, respectively.
    During the three months ended March 31, 2007 and 2006,
    Generation had net disbursements of counterparty collateral of
    $347 million and net collections of counterparty collateral
    of $105 million. The decrease 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 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 2006.  ComEd
  
    As a result of ComEds downgraded credit ratings, ComEd is
    making semi-monthly payments under its supplier forward
    contracts with its energy suppliers, including Generation. Prior
    to the credit ratings downgrade, ComEd made monthly payments to
    its energy suppliers. At March 31, 2007 and
    December 31, 2006, ComEd had accrued payments to Generation
    for energy purchases of $53 million and $197 million,
    respectively. At March 31, 2006 and December 31, 2005,
    ComEd had accrued payments to Generation for energy purchases of
    $251 million and $242 million, respectively. At
    March 31, 2007 and December 31, 2006, ComEd had
    accrued payments to other energy suppliers of $81 million
    and $10 million, respectively. At March 31, 2006 and
    December 31, 2005, ComEd accrued payments to other energy
    suppliers of $1 million and $12 million, respectively.
    During the three months ended March 31, 2007, ComEd had net
    under-recovered energy costs of $67 million. See
    Note 5 of the Combined Notes to the Consolidated Financial
    Statements for more information.
    During the three months ended March 31, 2007, ComEds
    revenue exceeded its cash collections from customers by
    $38 million. During the three months ended March 31,
    2006, ComEds cash collections exceeded its revenue to
    customers by $58 million. 105




---



##### 



Cash
    Flows from Investing Activities
    Three MonthsEndedMarch 31,2007


2006Exelon

$
(659
)

$
(713
)Generation


(380
)


(354
)ComEd


(288
)


(236
)PECO


(85
)


(84
)     Three MonthsEnded


ProjectedMarch 31, 2007


2007Generation

$
290


$
1,353ComEd


289



1,055PECO


85



355Other(a)


8



38Total Exelon capital expenditures

$
672


$
2,801     (a)
    
    Other includes corporate operations
    and shared service entities, including BSC.    Generation.
  ComEd and PECO.
    Exelon
  
    Exelon contributed $24 million and $33 million to its
    investments in synthetic fuel-producing facilities during the
    three months ended March 31, 2007 and 2006, respectively.  Generation
  
    Generation contributed $117 million to the Exelon
    intercompany money pool during the three months ended
    March 31, 2007.
    On February 9, 2007, Tamuin International Inc., a wholly
    owned subsidiary of Generation, sold its 49.5% ownership
    interests in TEG and TEP to a subsidiary of AES Corporation
    for $95 million in cash plus certain purchase price
    adjustments. 106




---



##### 



PECO
  
    As a result of its prior contributions to the Exelon
    intercompany money pool, $8 million was returned to PECO
    during the three months ended March 31, 2006.  Cash
    Flows from Financing Activities
    Three Months EndedMarch 31,2007


2006Exelon

$
147


$
(101
)Generation


(294
)


(246
)ComEd


336



(40
)PECO


(123
)


(108
)   Debt.
          Dividends.
  Three Months EndedMarch 31,2007


2006Exelon

$
296


$
267Generation


295



165PECO


156



117   Form 10-K
   107




---



##### 



Intercompany Money Pool.
  Short-Term Borrowings.
  Retirement of Long-Term Debt to Financing
    Affiliates.
  Three Months Ended March 31,2007


2006Exelon

$
264


$
215ComEd


86



89PECO


178



126   Contributions from
    Parent/Member.
  Three Months Ended March 31,2007


2006Generation

$



$
5ComEd






23PECO


65



48   Other.
  
    Exelon purchased treasury shares totaling $37 million and
    $54 million during the three months ended March 31,
    2007 and 2006, respectively.
    Exelon received proceeds from employee stock plans of
    $98 million and $81 million during the three months
    ended March 31, 2007 and 2006, respectively.
    There were $34 million and $21 million of excess tax
    benefits included as a cash inflow in other financing activities
    during the three months ended March 31, 2007 and 2006,
    respectively.  Credit
    Matters
  Credit Facilities.
 108




---



##### 



Aggregate Bank


Available


OutstandingBorrower

Commitment(a)


Capacity(b)


Commercial PaperExelon

$
1,000


$
993


$
196Generation


5,000



4,914



ComEd


1,000



590



PECO


600



598



100     (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 and any required
    reserves. The amount of commercial paper outstanding does not
    reduce the available capacity under the credit agreements.        Exelon


Generation


ComEd


PECOCredit agreement threshold


2.50 to 1



3.00 to 1



2.25 to 1



2.00 to 1       Intercompany Money Pool.
  March 31, 2007Maximum


Maximum


ContributedContributed


Borrowed


(Borrowed)Generation

$
314


$
11


$
130PECO


60



207



(13
)BSC






165



(117
)UII, LLC










Exelon


56



N/A



  109




---



##### 



Security Ratings. Form 10-K.
        ComEd Security Ratings

Fitch


MoodysSenior secured debt


BBB



Baa2Senior unsecured debt


BB+



Ba1Commercial paper


B



Not prime         Shelf
    Registrations
    Investments
    in Synthetic Fuel-Producing Facilities
   110




---



##### 



year-to-date
  Estimated2007Beginning of Phase-Out Range(a)

$
62End of Phase-Out Range(a)


782007 Annual Average NYMEX


66     (a)
    
    The estimated 2007 phase-out range
    as of March 31, 2007 is based upon the actual 2006
    phase-out range. The actual 2006 phase-out range was determined
    using the inflation adjustment factor published by the IRS in
    April 2007. The actual 2006 phase-out range was increased by 2%
    (Exelons estimate of inflation) to arrive at the estimated
    2007 phase-out range.    Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-K
  Exelon
  
    Guarantees increased by $211 million primarily as a result
    of leasing activities, energy trading and performance guarantees.  Generation
  
    Letters of credit increased by $6 million and guarantees
    increased by $175 million primarily as a result of
    Generations energy trading activities and the performance
    guaranty agreement entered in connection with the sale of TEG
    and TEP.
    Generations total commitments for future sales of energy
    to unaffiliated third-party utilities and others increased by
    approximately $149 million during the three months ended
    March 31, 2007, reflecting increases of approximately
    $578 million, $346 million and $121 million in
    2008, 2009 and 2010 sales commitments, respectively, offset by
    the fulfillment of approximately $896 million of 2007
    commitments during the three months ended March 31, 2007.
    The increases were primarily due to increased forward sales of
    energy to counterparties other than ComEd as a result of the
    expiration of the PPA with ComEd on December 31, 2006 (see
    Note 5 of the Combined Notes to Consolidated Financial
    Statements for further information), as well as increased
    overall hedging activity in the normal course of business.
    Generations long-term commitments for nuclear fuel as of
    March 31, 2007 increased by $79 million for 2009 and
    2010, and $270 million for 2011 and beyond, as compared to
    December 31, 2006. Generations long-term commitments
    for coal as of March 31, 2007 increased by $58 million
    for 2008 and $10 million for 2009 and 2010 as compared to
    December 31, 2006. Increases in nuclear fuel and coal
    commitments are due to contracts entered into in the normal
    course of business. 111




---



##### 



ComEd
  
    ComEd issued $300 million First Mortgage 5.90% Bonds
    due March 15, 2036.  PECO
  
    PECO issued $175 million First and Refunding Mortgage
    Bonds, 5.70% Series due March 15, 2037.
    PECOs total fuel purchase obligations increased by
    approximately $105 million during the three months ended
    March 31, 2007, reflecting an increase of $19 million,
    $36 million, $31 million and $19 million in 2007,
    2008, 2009 and 2010, respectively, primarily related to the
    purchase of natural gas and related transportation services. 112




---



##### 



EXELON
    GENERATION COMPANY  General
    Executive
    Overview
  Form 10-Q.
  Results
    of Operations
  Form 10-Q.
  Liquidity
    and Capital Resources
      Cash
    Flows from Operating Activities
  Form 10-Q.
  Cash
    Flows from Investing Activities
  Form 10-Q.
  Cash
    Flows from Financing Activities
  Form 10-Q.
  Credit
    Matters
  Form 10-Q.
 113




---



##### 



Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-Q.
 114




---



##### 



COMMONWEALTH
    EDISON COMPANY  General
    Executive
    Overview
  Form 10-Q.
  Results
    of Operations
  Form 10-Q.
  Liquidity
    and Capital Resources
        Cash
    Flows from Operating Activities
  Form 10-Q.
 115




---



##### 



Cash
    Flows from Investing Activities
  Form 10-Q.
  Cash
    Flows from Financing Activities
  Form 10-Q.
  Credit
    Matters
  Form 10-Q.
  Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-Q.
 116




---



##### 



PECO
    ENERGY COMPANY  General
    Executive
    Overview
  Form 10-Q.
  Results
    of Operations
  Form 10-Q.
  Liquidity
    and Capital Resources
      Cash
    Flows from Operating Activities
  Form 10-Q.
  Cash
    Flows from Investing Activities
  Form 10-Q.
  Cash
    Flows from Financing Activities
  Form 10-Q.
  Credit
    Matters
  Form 10-Q.
 117




---



##### 



Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-Q.
 118




---



##### 



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Commodity
    Price Risk (Exelon, Generation and ComEd)
    Exelon
    and Generation
  mark-to-market mark-to-market
  Generation
  Form 10-K.
  Normal Operations and Hedging
    Activities.
 119




---



##### 



around-the-clock
  Proprietary Trading
    Activities. mark-to-market mark-to-market Value-at-Risk
  Trading and Economic Hedge Marketing
    Activities.
  mark-to-market mark-to-market
  TotalTotal
    mark-to-market
    energy contract net assets at January 1, 2007

$
499Total change in fair value during
    2007 of contracts recorded in earnings


(76
)Reclassification to realized at
    settlement of contracts recorded in earnings


(39
)Reclassification to realized at
    settlement from OCI


(21
)Effective portion of changes in
    fair value  recorded in OCI


(682
)Total
    mark-to-market
    energy contract net liabilities at March 31, 2007

$
(319
)  120




---



##### 



mark-to-market
  March 31,


December 31,2007


2006Current assets

$
497


$
1,408Noncurrent assets


151



171Total
    mark-to-market
    energy contract assets


648



1,579Current liabilities


(751
)


(1,003
)Noncurrent liabilities


(216
)


(77
)Total
    mark-to-market
    energy contract liabilities


(967
)


(1,080
)Total
    mark-to-market
    energy contract net assets (liabilities)

$
(319
)

$
499   over-the-counter, over-the-counter
  mark-to-market mark-to-market mark-to-market
  Maturities Within2012 and


Total Fair2007


2008


2009


2010


2011


Beyond


ValueNormal Operations, qualifying
    cash-flow hedge contracts(a):Prices provided by external sources

$
(106
)

$
(136
)

$
(46
)

$
2


$



$



$
(286
)Normal Operations, other
    derivative contracts(b):Actively quoted prices

$
(29
)

$
16


$
(11
)

$



$



$



$
(24
)Prices provided by external sources


47



(13
)


1



3











38Prices based on model or other
    valuation methods


(35
)


(6
)


(6
)














(47
)Total

$
(17
)

$
(3
)

$
(16
)

$
3


$



$



$
(33
)     (a)
    
    Mark-to-market
    gains and losses on economic hedge contracts that qualify as
    cash-flow hedges are recorded in OCI.(b)
    
    Mark-to-market
    gains and losses on other economic hedge and trading derivative
    contracts that do not qualify as cash-flow hedges are recorded
    in earnings. 121




---



##### 



Total Cash-Flow Hedge OCI Activity,Net of Income TaxPower Team Normal


Interest-Rate


TotalOperations and


and Other


Cash-Flow(In millions)

Hedging Activities


Hedges


HedgesAccumulated OCI derivative gain
    (loss) at January 1, 2007

$
250


$
(3
)

$
247Changes in fair value


(411
)


2



(409
)Reclassifications from OCI to net
    income


(13
)






(13
)Accumulated OCI derivative gain
    (loss) at March 31, 2007

$
(174
)

$
(1
)

$
(175
)   ComEd
      Credit
    Risk (Exelon, Generation, ComEd and PECO)
  Generation
   122




---



##### 



Total








Number of


Net Exposure ofExposure








Counterparties


CounterpartiesBefore Credit


Credit


Net


Greater than 10%


Greater than 10%Rating as of March 31, 2007(a)

Collateral


Collateral


Exposure


of Net Exposure


of Net ExposureInvestment grade

$
574


$
62


$
512



1


$
53Non-investment grade


8







8







No external ratingsInternally rated 
    investment grade


4



1



3







Internally rated 
    non-investment grade


3



1



2







Total

$
589


$
64


$
525



1


$
53     (a)
    
    This table does not include
    accounts receivable exposure and credit risk exposure from
    retail energy sales.  Maturity of Credit Risk ExposureExposure


Total ExposureLess than





Greater than


Before CreditRating as of March 31, 2007(a)

2 Years


2-5 Years


5 Years


CollateralInvestment grade

$
461


$
113


$



$
574Non-investment grade


8











8No external ratingsInternally rated 
    investment grade


4











4Internally rated 
    non-investment grade


1



2







3Total

$
474


$
115


$



$
589     (a)
    
    This table does not include
    accounts receivable exposure and credit risk exposure from
    retail energy sales.  Collateral.
 123




---



##### 



Form 10-K
    RTOs and ISOs.
  ComEd
    and PECO
      Exelon
   124




---



##### 



Interest-Rate
    Risk (Exelon, Generation, ComEd and PECO)
  Variable Rate Debt.
  Equity
    Price Risk (Exelon and Generation)
    Form 10-K
 125




---



##### 



Item 4.
    Controls
    and Procedures     126




---



##### 



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K
  Item 1A.
    Risk
    Factors  Form 10-K
  Exelon
    and Generation will be negatively affected if ComEd files for
    voluntary relief under the provisions of Chapter 11 of the
    U.S. Bankruptcy Code.
  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Exelon
    127




---



##### 



Maximum Number(or ApproximateTotal Number of


Dollar Value) ofShares Purchased


Shares that MayTotal Number





As Part of Publicly


Yet Be Purchasedof Shares


Average Price


Announced Plans


Under the PlansPeriod

Purchased(a)


Paid per Share


or Programs(b)


or ProgramsJanuary 1 
    January 31, 2007


4,586


$
61.89







(b
)February 1 
    February 28, 2007


21,923



63.31



592,800



(b
)March 1  March 31,
    2007














(b
)Total


26,509


$
63.30



592,800



(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. 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 Employee Stock Purchase Plan. The economic benefit
    consists of direct cash proceeds from purchases of stock and tax
    benefits associated with exercises of stock options. The share
    repurchase program has no specified limit and no specified
    termination date.  Item 5.
    Other
    Information  PECO
   128




---



##### 



Item 6.
    Exhibits  4-1-1

Supplemental Indentures to PECO
    Energy Companys First and Refunding Mortgage:Dated as of

File Reference

Exhibit No.March 1, 2007

000-16844,
    Form 8-K
    dated March 19, 2007

4.14-3-1

Supplemental Indentures to
    Commonwealth Edison Mortgage:Dated as of

File Reference

Exhibit No.March 1, 2007

1-1839,
    Form 8-K
    dated March 23, 2007

4.1   ExhibitNo.

Description10-1


Commonwealth Edison Company
    Long-Term Incentive Plan, effective January 1, 2007.10-2


One Hundred and Third Supplemental
    Indenture, dated as of March 1, 2007, to the First and
    Refunding Mortgage, dated as of May 1, 1923, between PECO
    Energy Company and U.S. Bank National Association, as
    trustee. (File No. 000-16844,
    Form 8-K
    dated March 19, 2007, Exhibit 4.1)10-3


Supplemental Indenture dated as of
    March 1, 2007 from ComEd to BNY Midwest Trust Company, as
    trustee, and D.G. Donovan, as co-trustee. (File No. 1-1839,
    Form 8-K
    dated March 23, 2007, Exhibit 4.1)   Rule 13a-14(a) 15d-14(a) Form 10-Q
  31-1




Filed by John W. Rowe for Exelon
    Corporation31-2




Filed by John F. Young for Exelon
    Corporation31-3




Filed by John L. Skolds for Exelon
    Generation Company, LLC31-4




Filed by John F. Young for Exelon
    Generation Company, LLC31-5




Filed by Frank M. Clark for
    Commonwealth Edison Company31-6




Filed by Robert K. McDonald for
    Commonwealth Edison Company31-7




Filed by John L. Skolds for PECO
    Energy Company31-8




Filed by John F. Young for PECO
    Energy Company   Form 10-Q
  32-1




Filed by John W. Rowe for Exelon
    Corporation32-2




Filed by John F. Young for Exelon
    Corporation32-3




Filed by John L. Skolds for Exelon
    Generation Company, LLC32-4




Filed by John F. Young for Exelon
    Generation Company, LLC32-5




Filed by Frank M. Clark for
    Commonwealth Edison Company32-6




Filed by Robert K. McDonald for
    Commonwealth Edison Company32-7




Filed by John L. Skolds for PECO
    Energy Company32-8




Filed by John F. Young for PECO
    Energy Company  129




---



##### 



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

/s/  John
    F. YoungJohn
    F. Young
    Executive Vice President, Finance and Markets
    and Chief Financial Officer
    (Principal Financial Officer)/s/  Matthew
    F. HilzingerMatthew
    F. Hilzinger
    Senior Vice President and Corporate Controller (Principal
    Accounting Officer)      EXELON
    GENERATION COMPANY, LLC  /s/  John
    W. RoweJohn
    W. Rowe
    Chairman, Chief Executive Officer and
    President, Exelon

/s/  John
    L.
    SkoldsJohn
    L. Skolds
    President
    (Principal Executive Officer)/s/  John
    F. YoungJohn
    F. Young
    Executive Vice President, Finance and Markets and Chief
    Financial Officer, Exelon, and Chief Financial Officer
    (Principal Financial Officer)

/s/  Jon
    D.
    VeurinkJon
    D. Veurink
    Vice President and Controller
    (Principal Accounting Officer)    130




---



##### 



COMMONWEALTH
    EDISON COMPANY  /s/  Frank
    M. ClarkFrank
    M. Clark
    Chairman and Chief Executive Officer 
    (Principal Executive Officer)

/s/  J.
    Barry
    MitchellJ.
    Barry Mitchell
    President/s/  Robert
    K. McdonaldRobert
    K. McDonald
    Senior Vice President, Chief Financial Officer, Treasurer and
    Chief Risk Officer 
    (Principal Financial Officer)

/s/  Matthew
    R.
    GalvanoniMatthew
    R. Galvanoni
    Principal Accounting Officer      PECO
    ENERGY COMPANY  /s/  John
    L.
    SkoldsJohn
    L. Skolds
    President, Exelon Energy Delivery
    (Principal Executive Officer)

/s/  Denis
    P.
    OBrienDenis
    P. OBrien
    President/s/  John
    F. YoungJohn
    F. Young
    Executive Vice President, Finance and Markets and Chief
    Financial Officer, Exelon, and
    Chief Financial Officer
    (Principal Financial Officer)

/s/  Matthew
    R. GalvanoniMatthew
    R. Galvanoni
    Vice President and Controller
    (Principal Accounting Officer)    131