##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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 September 30, 2006oro


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  37th Floor
    P.O. Box 805379
    Chicago, Illinois
    60680-5379(312) 394-7398

23-29901901-1839

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

23-0970240333-85496

EXELON GENERATION COMPANY, LLC
    (a Pennsylvania limited liability company)
    300 Exelon Way
    Kennett Square, Pennsylvania 19348(610) 765-6900

23-3064219    þ o
    Exelon Corporation Common Stock,
    without par value

670,954,514Commonwealth Edison Company Common
    Stock, $12.50 par value

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

170,478,507Exelon Generation Company, LLC

not applicable    Rule 12b-2
   Large Accelerated Filer

Accelerated Filer

Non-accelerated FilerExelon Corporation


üCommonwealth Edison Company










üPECO Energy Company










üExelon Generation Company, LLC










ü   Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  
  Page No.FILING
    FORMAT


3FORWARD-LOOKING
    STATEMENTS


3WHERE TO FIND
    MORE INFORMATION


3PART I.

FINANCIAL
    INFORMATION


4ITEM 1.

FINANCIAL
    STATEMENTS


4Exelon
    CorporationConsolidated
    Statements of Operations and Comprehensive Income


5Consolidated
    Statements of Cash Flows


6Consolidated
    Balance Sheets


7Consolidated
    Statement of Changes in Shareholders Equity


9Commonwealth Edison
    CompanyConsolidated
    Statements of Operations and Comprehensive Income
    (Loss)


10Consolidated
    Statements of Cash Flows


11Consolidated
    Balance Sheets


12Consolidated
    Statement of Changes in Shareholders Equity


14PECO Energy
    CompanyConsolidated
    Statements of Operations and Comprehensive Income


15Consolidated
    Statements of Cash Flows


16Consolidated
    Balance Sheets


17Consolidated
    Statement of Changes in Shareholders Equity


19Exelon Generation
    Company, LLCConsolidated
    Statements of Operations and Comprehensive Income


20Consolidated
    Statements of Cash Flows


21Consolidated
    Balance Sheets


22Consolidated
    Statement of Changes in Members Equity


24Combined Notes to
    Consolidated Financial Statements


25ITEM 2.

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


88Exelon
    Corporation


88Commonwealth Edison
    Company


141PECO Energy
    Company


142Exelon Generation
    Company, LLC


143ITEM 3.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


144ITEM 4.

CONTROLS AND
    PROCEDURES


151PART II.

OTHER
    INFORMATION


152ITEM 1.

LEGAL
    PROCEEDINGS


152ITEM 1A.

RISK
    FACTORS


152ITEM 2.

UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


154ITEM 5.

OTHER
    INFORMATION


154ITEM 6.

EXHIBITS


155 1




---



##### 



Page No.SIGNATURES


157Exelon
    Corporation


157Commonwealth Edison
    Company


157PECO Energy
    Company


158Exelon Generation
    Company, LLC


158CERTIFICATION
    EXHIBITS


159Exelon
    Corporation


159, 167Commonwealth Edison
    Company


161, 169PECO Energy
    Company


163, 171Exelon Generation
    Company, LLC


165, 173   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




---



##### 



PART I. FINANCIAL
    INFORMATION Item 1.  Financial Statements 4




---



##### 



EXELON
    CORPORATION  EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
 (Unaudited)
  Three Months


Nine MonthsEnded September 30,


Ended September 30,(In millions, except per share data)

2006


2005


2006


2005Operating revenues

$
4,401


$
4,473


$
11,960


$
11,519Operating expensesPurchased power


996



1,210



2,092



2,442Fuel


489



482



1,928



1,598Operating and maintenance


1,084



900



2,989



2,776Depreciation and amortization


400



358



1,135



1,003Impairment of goodwill


776







776



Taxes other than income


218



211



582



560Total operating expenses


3,963



3,161



9,502



8,379Operating income


438



1,312



2,458



3,140Other income and
    deductionsInterest expense


(154
)


(139
)


(460
)


(374
)Interest expense to affiliates, net


(64
)


(77
)


(203
)


(241
)Equity in losses of unconsolidated
    affiliates


(13
)


(39
)


(74
)


(107
)Other, net


114



11



205



108Total other income and deductions


(117
)


(244
)


(532
)


(614
)Income from continuing
    operations before income taxes


321



1,068



1,926



2,526Income taxes


366



344



929



779Income (loss) from continuing
    operations


(45
)


724



997



1,747Discontinued
    operationsLoss from discontinued operations
    (net of taxes of $0 and $(2) for the three and nine months ended
    September 30, 2005, respectively)














(3
)Gain on disposal of discontinued
    operations (net of taxes of $0, $1, $3 and $5 for the three and
    nine months ended September 30, 2006 and 2005, respectively)


1



1



3



16Income from discontinued
    operations, net


1



1



3



13Net income (loss)


(44
)


725



1,000



1,760Other comprehensive income
    (loss), net of income taxesMinimum pension liability














2Change in unrealized gain (loss) on
    cash-flow hedges


153



(161
)


385



(294
)Unrealized gain (loss) on
    marketable securities


33



15



48



(9
)Other comprehensive income (loss)


186



(146
)


433



(301
)Comprehensive income

$
142


$
579


$
1,433


$
1,459Average shares of common stock
    outstanding:Basic


671



670



670



669Diluted


671



677



676



676Earnings per average common
    share  basic:Income (loss) from continuing
    operations

$
(0.07
)

$
1.08


$
1.49


$
2.61Income from discontinued operations














0.02Net income (loss)

$
(0.07
)

$
1.08


$
1.49


$
2.63Earnings per average common
    share  diluted:Income (loss) from continuing
    operations

$
(0.07
)

$
1.07


$
1.48


$
2.58Income from discontinued operations














0.02Net income (loss)

$
(0.07
)

$
1.07


$
1.48


$
2.60Dividends per common
    share

$
0.40


$
0.40


$
1.20


$
1.20    5




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  Nine Months Ended September 30,(In millions)

2006


2005Cash flows from operating
    activitiesNet income

$
1,000


$
1,760Adjustments to reconcile net
    income to net cash flows provided by operating activities:Depreciation, amortization and
    accretion, including nuclear fuel


1,621



1,477Deferred income taxes and
    amortization of investment tax credits


(20
)


487Impairment charges


893



Other non-cash operating activities


255



264Changes in assets and liabilities:Accounts receivable


172



(213
)Inventories


(23
)


(54
)Accounts payable, accrued expenses
    and other current liabilities


(307
)


61Counterparty collateral asset


236



(203
)Counterparty collateral liability


159



104Income taxes


64



257Net realized and unrealized
    mark-to-market
    and hedging transactions


(115
)


(168
)Pension and non-pension
    postretirement benefit contributions


(49
)


(2,059
)Other assets and liabilities


(381
)


(167
)Net cash flows provided by
    operating activities


3,505



1,546Cash flows from investing
    activitiesCapital expenditures


(1,752
)


(1,521
)Proceeds from nuclear
    decommissioning trust fund sales


3,584



3,234Investment in nuclear
    decommissioning trust funds


(3,808
)


(3,387
)Acquisitions of businesses, net of
    cash acquired






(97
)Proceeds from sales of
    investments, long-lived assets and wholly owned subsidiaries,
    net of $32 of cash sold during the nine months ended
    September 30, 2005


2



107Change in restricted cash


12



38Other investing activities


(24
)


(59
)Net cash flows used in investing
    activities


(1,986
)


(1,685
)Cash flows from financing
    activitiesIssuance of long-term debt


920



1,788Retirement of long-term debt


(64
)


(382
)Retirement of long-term debt to
    financing affiliates


(691
)


(639
)Issuance of short-term debt






2,500Retirement of short-term debt






(2,200
)Change in other short-term debt


(837
)


(344
)Dividends paid on common stock


(803
)


(804
)Proceeds from employee stock plans


149



193Purchase of treasury stock


(54
)


(262
)Other financing activities






(57
)Net cash flows used in financing
    activities


(1,380
)


(207
)Increase (decrease) in cash and
    cash equivalents


139



(346
)Cash and cash equivalents at
    beginning of period


140



499Cash and cash equivalents at
    end of period

$
279


$
153    6




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005ASSETSCurrent assetsCash and cash equivalents

$
279


$
140Restricted cash and investments


37



49Accounts receivable, netCustomer


1,590



1,858Other


399



337Mark-to-market
    derivative assets


809



916Inventories, at average costFossil fuel


298



311Materials and supplies


398



351Deferred income taxes


113



80Other


399



595Total current assets


4,322



4,637Property, plant and equipment,
    net


22,415



21,981Deferred debits and other
    assetsRegulatory assets


3,917



4,386Nuclear decommissioning trust funds


6,072



5,585Investments


811



813Goodwill


2,694



3,475Mark-to-market
    derivative assets


370



371Other


1,047



1,201Total deferred debits and other
    assets


14,911



15,831Total assets

$
41,648


$
42,449    7




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesCommercial paper and notes payable

$
453


$
1,290Long-term debt due within one year


555



407Long-term debt to ComEd
    Transitional Funding Trust and PECO Energy Transition Trust due
    within one year


714



507Accounts payable


1,147



1,467Mark-to-market
    derivative liabilities


746



1,282Accrued expenses


1,008



1,005Other


904



605Total current liabilities


5,527



6,563Long-term debt


8,474



7,759Long-term debt to ComEd
    Transitional Funding Trust and PECO Energy Transition
    Trust


2,556



3,456Long-term debt to other
    financing trusts


545



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


5,414



5,078Asset retirement obligations


3,727



4,157Pension obligations


296



268Non-pension postretirement benefit
    obligations


1,115



1,014Spent nuclear fuel obligation


938



906Regulatory liabilities


2,282



2,170Mark-to-market
    derivative liabilities


200



522Other


785



798Total deferred credits and other
    liabilities


14,757



14,913Total liabilities


31,859



33,236Commitments and
    contingenciesMinority interest of
    consolidated subsidiaries






1Preferred securities of
    subsidiaries


87



87Shareholders
    equityCommon stock (No par value,
    2,000 shares authorized, 671 and 666 shares
    outstanding at September 30, 2006 and December 31,
    2005, respectively)


8,261



7,987Treasury stock, at cost (10 and
    9 shares held at September 30, 2006 and
    December 31, 2005, respectively)


(498
)


(444
)Retained earnings


3,130



3,206Accumulated other comprehensive
    loss, net


(1,191
)


(1,624
)Total shareholders equity


9,702



9,125Total liabilities and
    shareholders equity

$
41,648


$
42,449    8




---



##### 



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


Total(Dollars in millions,

Issued


Common


Treasury


Retained


Comprehensive


Shareholdersshares in thousands)

Shares


Stock


Stock


Earnings


Loss


EquityBalance, December 31,
    2005


676


$
7,987


$
(444
)

$
3,206


$
(1,624
)

$
9,125Net income














1,000







1,000Long-term incentive plan activity


5



274















274Common stock purchases










(54
)










(54
)Common stock dividends declared














(1,076
)






(1,076
)Other comprehensive income, net of
    income taxes of $(327)


















433



433Balance, September 30,
    2006


681


$
8,261


$
(498
)

$
3,130


$
(1,191
)

$
9,702    9




---



##### 



COMMONWEALTH
    EDISON COMPANY  COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME (LOSS)
 (Unaudited)
  Three Months


Nine MonthsEnded September 30,


Ended September 30,(In millions)

2006


2005


2006


2005Operating revenuesOperating revenues

$
1,837


$
1,945


$
4,712


$
4,814Operating revenues from affiliates


3



3



8



8Total operating revenues


1,840



1,948



4,720



4,822Operating expensesPurchased power


87



91



260



247Purchased power from affiliate


907



991



2,363



2,514Operating and maintenance


155



161



484



475Operating and maintenance from
    affiliates


55



50



160



139Impairment of goodwill


776







776



Depreciation and amortization


115



111



320



308Taxes other than income


83



81



234



232Total operating expenses


2,178



1,485



4,597



3,915Operating income
    (loss)


(338
)


463



123



907Other income and
    deductionsInterest expense


(60
)


(49
)


(174
)


(152
)Interest expense to affiliates, net


(18
)


(22
)


(56
)


(68
)Equity in losses of unconsolidated
    affiliates


(2
)


(3
)


(8
)


(11
)Other, net


89



(10
)


90



Total other income and deductions


9



(84
)


(148
)


(231
)Income (loss) before income
    taxes


(329
)


379



(25
)


676Income taxes


177



155



300



273Net income (loss)


(506
)


224



(325
)


403Other comprehensive gain
    (loss), net of income taxesChange in unrealized gain (loss)
    on cash-flow hedges


(2
)


21



(2
)


Unrealized gain on marketable
    securities


1



1



1



1Other comprehensive income (loss)


(1
)


22



(1
)


1Comprehensive income (loss)

$
(507
)

$
246


$
(326
)

$
404    10




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  Nine Months Ended September 30,(In millions)

2006


2005Cash flows from operating
    activitiesNet income (loss)

$
(325
)

$
403Adjustments to reconcile net
    income (loss) to net cash flows provided by operating activities:Depreciation, amortization and
    accretion


320



308Deferred income taxes and
    amortization of investment tax credits


20



190Impairment of goodwill


776



Other non-cash operating activities


97



104Changes in assets and liabilities:Accounts receivable


(34
)


(189
)Inventories


(16
)


1Accounts payable, accrued expenses
    and other current liabilities


7



17Receivables from and payables to
    affiliates


(39
)


8Income taxes


75



30Net realized and unrealized
    mark-to-market
    and hedging transactions


5



Pension and non-pension
    postretirement benefit contributions


(2
)


(807
)Other assets and liabilities


(143
)


(28
)Net cash flows provided by
    operating activities


741



37Cash flows from investing
    activitiesCapital expenditures


(704
)


(597
)Changes in Exelon intercompany
    money pool contributions






308Other investing activities


34



24Net cash flows used in investing
    activities


(670
)


(265
)Cash flows from financing
    activitiesChanges in short-term debt


(306
)


146Issuance of long-term debt


617



91Retirement of long-term debt


(2
)


(310
)Retirement of long-term debt to
    ComEd Transitional Funding Trust


(261
)


(278
)Changes in Exelon intercompany
    money pool borrowings


(140
)


110Dividends paid on common stock






(352
)Contributions from parent


23



834Other financing activities


(2
)


(5
)Net cash flows provided by (used
    in) financing activities


(71
)


236Increase in cash and cash
    equivalents






8Cash and cash equivalents at
    beginning of period


38



30Cash and cash equivalents at
    end of period

$
38


$
38    11




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005ASSETSCurrent assetsCash and cash equivalents

$
38


$
38Accounts receivable, netCustomer


792



806Other


41



46Inventories, at average cost


65



50Deferred income taxes


22



13Receivables from affiliates


18



37Other


45



34Total current assets


1,021



1,024Property, plant and equipment,
    net


10,342



9,906Deferred debits and other
    assetsInvestments


42



41Investments in affiliates


22



34Goodwill


2,694



3,475Receivables from affiliates


1,633



1,447Prepaid pension asset


920



938Other


333



346Total deferred debits and other
    assets


5,644



6,281Total assets

$
17,007


$
17,211    12




---



##### 



COMMONWEALTH
    EDISON COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesLong-term debt due within one year

$
473


$
328Long-term debt to ComEd
    Transitional Funding Trust due within one year


300



307Accounts payable


213



223Accrued expenses


456



417Payables to affiliates


234



278Commercial paper


153



459Borrowing from Exelon intercompany
    money pool






140Customer deposits


115



110Other


62



46Total current liabilities


2,006



2,308Long-term debt


2,971



2,500Long-term debt to ComEd
    Transitional Funding Trust


426



680Long-term debt to other
    financing trusts


361



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


2,219



2,190Asset retirement obligations


156



151Non-pension postretirement benefit
    obligations


209



175Regulatory liabilities


2,282



2,170Other


295



280Total deferred credits and other
    liabilities


5,161



4,966Total liabilities


10,925



10,815Commitments and
    contingenciesShareholders
    equityCommon stock


1,588



1,588Other paid-in capital


4,902



4,890Retained deficit


(406
)


(81
)Accumulated other comprehensive
    loss, net


(2
)


(1
)Total shareholders equity


6,082



6,396Total liabilities and
    shareholders equity

$
17,007


$
17,211    13




---



##### 



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


Retained


Retained


Other


TotalCommon


Paid-In


Earnings


Earnings


Comprehensive


Shareholders(In millions)

Stock


Capital


Unappropriated


Appropriated


Income (Loss)


EquityBalance, December 31,
    2005

$
1,588


$
4,890


$
(1,180
)

$
1,099


$
(1
)

$
6,396Net loss










(325
)










(325
)Allocation of tax benefit from
    parent






17















17Appropriation of Retained Earnings
    for future dividends










(340
)


340







Resolution of certain tax matters






(5
)














(5
)Other comprehensive loss, net of
    income taxes of $0


















(1
)


(1
)Balance, September 30,
    2006

$
1,588


$
4,902


$
(1,845
)

$
1,439


$
(2
)

$
6,082    14




---



##### 



PECO
    ENERGY COMPANY  PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
 (Unaudited)
  Three Months


Nine MonthsEnded September 30,


Ended September 30,(In millions)

2006


2005


2006


2005Operating revenuesOperating revenues

$
1,375


$
1,318


$
3,921


$
3,648Operating revenues from affiliates


4



4



12



13Total operating revenues


1,379



1,322



3,933



3,661Operating expensesPurchased power


82



71



224



181Purchased power from affiliate


542



513



1,387



1,273Fuel


42



42



445



373Operating and maintenance


160



115



385



315Operating and maintenance from
    affiliates


31



28



94



81Depreciation and amortization


204



159



547



431Taxes other than income


81



74



198



189Total operating expenses


1,142



1,002



3,280



2,843Operating income


237



320



653



818Other income and
    deductionsInterest expense


(19
)


(15
)


(54
)


(41
)Interest expense to affiliates, net


(47
)


(55
)


(148
)


(170
)Equity in losses of unconsolidated
    affiliates


(2
)


(4
)


(7
)


(12
)Other, net


11



2



16



10Total other income and deductions


(57
)


(72
)


(193
)


(213
)Income before income
    taxes


180



248



460



605Income taxes


46



82



140



200Net income


134



166



320



405Preferred stock
    dividends


1



1



3



3Net income on common
    stock

$
133


$
165


$
317


$
402Comprehensive income, net of
    income taxesNet income

$
134


$
166


$
320


$
405Other comprehensive loss, net
    of income taxesChange in net unrealized loss on
    cash-flow hedges










(1
)


(2
)Other comprehensive loss










(1
)


(2
)Comprehensive income

$
134


$
166


$
319


$
403    15




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Nine Months Ended September 30,(In millions)

2006


2005Cash flows from operating
    activitiesNet income

$
320


$
405Adjustments to reconcile net
    income to net cash flows provided by operating activities:Depreciation, amortization and
    accretion


547



431Deferred income taxes and
    amortization of investment tax credits


(182
)


(87
)Other non-cash operating activities


77



51Changes in assets and liabilities:Accounts receivable


65



(4
)Inventories


(17
)


(34
)Accounts payable, accrued expenses
    and other current liabilities


(76
)


(56
)Receivables from and payables to
    affiliates, net


(1
)


40Income taxes


49



6Pension and non-pension
    postretirement benefit contributions


(18
)


(164
)Other assets and liabilities


42



3Net cash flows provided by
    operating activities


806



591Cash flows from investing
    activitiesCapital expenditures


(241
)


(210
)Changes in Exelon intercompany
    money pool contributions


8



34Change in restricted cash


(1
)


27Other investing activities


14



13Net cash flows used in investing
    activities


(220
)


(136
)Cash flows from financing
    activitiesIssuance of long-term debt


303



Retirement of long-term debt






(15
)Retirement of long-term debt to
    PECO Energy Transition Trust


(430
)


(361
)Change in short-term debt


(220
)


Changes in Exelon intercompany
    money pool borrowings






7Dividends paid on common and
    preferred stock


(371
)


(350
)Contributions from parent


118



215Net cash flows used in financing
    activities


(600
)


(504
)Decrease in cash and cash
    equivalents


(14
)


(49
)Cash and cash equivalents at
    beginning of period


37



74Cash and cash equivalents at
    end of period

$
23


$
25    16




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005ASSETSCurrent assetsCash and cash equivalents

$
23


$
37Restricted cash


3



2Accounts receivable, netCustomer


308



454Other


26



57Affiliate


26



13Inventories, at average costGas


167



151Materials and supplies


12



11Contributions to Exelon
    intercompany money pool






8Deferred income taxes


33



7Deferred energy costs






39Other


28



16Total current assets


626



795Property, plant and equipment,
    net


4,585



4,471Deferred debits and other
    assetsRegulatory assets


3,917



4,386Investments


20



22Investment in affiliates


67



73Receivable from affiliate


112



68Other


238



203Total deferred debits and other
    assets


4,354



4,752Total assets

$
9,565


$
10,018    17




---



##### 



PECO
    ENERGY COMPANY AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesCommercial paper

$



$
220Long-term debt to PECO Energy
    Transition Trust due within one year


414



199Accounts payable


122



182Accrued expenses


84



92Payables to affiliates


175



178Customer deposits


56



54Over-recovered energy costs


12



Other


8



11Total current liabilities


871



936Long-term debt


1,489



1,183Long-term debt to PECO Energy
    Transition Trust


2,131



2,776Long-term debt to other
    financing trusts


184



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


2,648



2,798Asset retirement obligations


21



20Non-pension postretirement benefit
    obligations


287



278Other


146



139Total deferred credits and other
    liabilities


3,102



3,235Total liabilities


7,777



8,314Commitments and
    contingenciesShareholders
    equityCommon stock


2,223



2,193Preferred stock


87



87Receivable from parent


(1,126
)


(1,232
)Retained earnings


598



649Accumulated other comprehensive
    income, net


6



7Total shareholders equity


1,788



1,704Total liabilities and
    shareholders equity

$
9,565


$
10,018    18




---



##### 



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,
    2005

$
2,193


$
87


$
(1,232
)

$
649


$
7


$
1,704Net income














320







320Common stock dividends














(368
)






(368
)Preferred stock dividends














(3
)






(3
)Repayment of receivable from parent










106











106Allocation of tax benefit from
    parent


30



















30Other comprehensive loss, net of
    income taxes of $(2)


















(1
)


(1
)Balance, September 30,
    2006

$
2,223


$
87


$
(1,126
)

$
598


$
6


$
1,788    19




---



##### 



EXELON
    GENERATION COMPANY, LLC  EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
 (Unaudited)
  Three Months


Nine MonthsEnded September 30,


Ended September 30,(In millions)

2006


2005


2006


2005Operating revenuesOperating revenues

$
1,186


$
1,207


$
3,318


$
3,047Operating revenues from affiliates


1,449



1,504



3,751



3,789Total operating revenues


2,635



2,711



7,069



6,836Operating expensesPurchased power


826



1,047



1,607



2,014Fuel


447



441



1,484



1,227Operating and maintenance


501



469



1,457



1,547Operating and maintenance from
    affiliates


73



68



225



201Depreciation and amortization


71



63



210



188Taxes other than income


49



48



133



122Total operating expenses


1,967



2,136



5,116



5,299Operating income


668



575



1,953



1,537Other income and
    deductionsInterest expense


(36
)


(33
)


(117
)


(89
)Interest expense to affiliates, net


(2
)






(3
)


(2
)Equity in earnings (losses) of
    unconsolidated affiliates


(5
)


(2
)


(9
)


2Other, net


12



13



31



82Total other income and deductions


(31
)


(22
)


(98
)


(7
)Income from continuing
    operations before income taxes


637



553



1,855



1,530Income taxes


244



219



696



595Income from continuing
    operations


393



334



1,159



935Discontinued
    operationsLoss from discontinued operations
    (net of taxes of $0 and $(1) for the three and nine months ended
    September 30, 2005, respectively)














Gain on disposal of discontinued
    operations (net of taxes of $0, $1, $2 and $5 for the three and
    nine months ended September 30, 2006 and 2005, respectively)


1



1



4



16Income from discontinued
    operations, net


1



1



4



16Net income


394



335



1,163



951Other comprehensive income
    (loss), net of income
    taxesChange in unrealized gain (loss)
    on cash-flow hedges


154



(181
)


386



(266
)Unrealized gain (loss) on
    marketable securities


32



14



47



(10
)Foreign currency translation
    adjustment














(1
)Other comprehensive income (loss)


186



(167
)


433



(277
)Comprehensive income

$
580


$
168


$
1,596


$
674    20




---



##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  NineMonths EndedSeptember 30,(In millions)

2006


2005Cash flows from operating
    activitiesNet income

$
1,163


$
951Adjustments to reconcile net
    income to net cash flows provided by operating activities:Depreciation, amortization and
    accretion, including nuclear fuel


694



661Deferred income taxes and
    amortization of investment tax credits


129



378Other non-cash operating activities


(31
)


(17
)Changes in assets and liabilitiesAccounts receivable


84



(73
)Receivables from and payables to
    affiliates, net


149



(70
)Inventories


10



(20
)Accounts payable, accrued expenses
    and other current liabilities


(255
)


117Counterparty collateral asset


236



(203
)Counterparty collateral liability


159



104Income taxes


(38
)


130Net realized and unrealized
    mark-to-market
    and hedging transactions


(132
)


(139
)Pension and non-pension
    postretirement benefit contributions


(25
)


(896
)Other assets and liabilities


(255
)


(97
)Net cash flows provided by
    operating activities


1,888



826Cash flows from investing
    activitiesCapital expenditures


(782
)


(704
)Proceeds from nuclear
    decommissioning trust fund sales


3,584



3,234Investment in nuclear
    decommissioning trust funds


(3,808
)


(3,387
)Acquisitions of businesses, net of
    cash acquired






(97
)Proceeds from sales of wholly
    owned subsidiaries, net of $32 of cash sold during the nine
    months ended September 30, 2005






103Change in restricted cash


1



(1
)Other investing activities


5



(4
)Net cash flows used in
    investing activities


(1,000
)


(856
)Cash flows from financing
    activitiesRetirement of long-term debt


(12
)


(11
)Change in short-term debt


(311
)


Changes in Exelon intercompany
    money pool borrowings


(86
)


(283
)Distribution to member


(444
)


(749
)Contribution from member


5



843Other financing activities


(45
)


1Net cash flows used in
    financing activities


(893
)


(199
)Decrease in cash and cash
    equivalents


(5
)


(229
)Cash and cash equivalents at
    beginning of period


34



263Cash and cash equivalents at
    end of period

$
29


$
34    21




---



##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005ASSETSCurrent assetsCash and cash equivalents

$
29


$
34Restricted cash and investments


2



3Accounts receivable, netCustomer


485



585Other


242



109Mark-to-market
    derivative assets


797



916Receivable from affiliates


328



411Inventories, at average costFossil fuel


131



160Materials and supplies


321



290Deferred income taxes


38



35Prepayments and other current
    assets


329



497Total current assets


2,702



3,040Property, plant and equipment,
    net


7,352



7,464Deferred debits and other
    assetsNuclear decommissioning trust funds


6,072



5,585Investments


121



120Mark-to-market
    derivative assets


335



286Prepaid pension asset


1,001



1,013Other


241



216Total deferred debits and other
    assets


7,770



7,220Total assets

$
17,824


$
17,724    22




---



##### 



EXELON
    GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  September 30,


December 31,(In millions)

2006


2005LIABILITIES AND MEMBERS
    EQUITYCurrent liabilitiesLong-term debt due within one year

$
12


$
12Accounts payable


728



954Mark-to-market
    derivative liabilities


723



1,282Payables to affiliates


60



4Borrowings from Exelon
    intercompany money pool


6



92Commercial paper






311Accrued expenses


414



415Other


342



330Total current liabilities


2,285



3,400Long-term debt


1,778



1,788Deferred credits and other
    liabilitiesAsset retirement obligations


3,551



3,986Pension obligation


16



13Non-pension postretirement benefit
    obligations


587



541Spent nuclear fuel obligation


938



906Deferred income taxes and
    unamortized investment tax credits


1,329



865Payables to affiliates


1,732



1,503Mark-to-market
    derivative liabilities


179



460Other


250



280Total deferred credits and other
    liabilities


8,582



8,554Total liabilities


12,645



13,742Commitments and
    contingenciesMinority interest of
    consolidated subsidiary


1



2Members equityMembership interest


3,266



3,220Undistributed earnings


1,721



1,002Accumulated other comprehensive
    income (loss), net


191



(242
)Total members equity


5,178



3,980Total liabilities and
    members equity

$
17,824


$
17,724    23




---



##### 



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


TotalMembership


Undistributed


Comprehensive


Members(In millions)

Interest


Earnings


Income (Loss)


EquityBalance, December 31,
    2005

$
3,220


$
1,002


$
(242
)

$
3,980Net income






1,163







1,163Distribution to member






(444
)






(444
)Allocation of tax benefit from
    member


46











46Other comprehensive income, net of
    income taxes of $(322)










433



433Balance, September 30,
    2006

$
3,266


$
1,721


$
191


$
5,178    24




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY
    COMPANIES
 COMBINED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in millions, except per share data, unless
    otherwise noted) 1.
    Basis of
    Presentation (Exelon, ComEd, PECO and Generation)        Form 10-Q. Form 10-K.
  2.
    Discontinued
    Operations (Exelon and Generation)   25




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended September 30, 2005

Sithe(a)


Enterprises(b)


TotalOperating revenues

$



$
5


$
5Operating income (loss)










Income before income taxes


2
(c)






2     (a)
    
    Sithe was sold on January 31,
    2005. Accordingly, there are no operating results for the three
    months ended September 30, 2005. See
    Note 4  Acquisitions and Dispositions for
    further information regarding the sale of Sithe.(b)
    
    Excludes certain investments.(c)
    
    Represents an adjustment to the
    gain on sale of Sithe as a result of the expiration of certain
    tax indemnifications, offset by accrued interest on certain
    indemnifications.  Nine Months Ended September 30, 2005

Sithe(a)


Enterprises(b)


TotalOperating revenues

$
30


$
14


$
44Operating income (loss)


5



(4
)


1Income (loss) before income taxes


20
(c)


(4
)


16     (a)
    
    Includes Sithes results of
    operations from January 1, 2005 through January 31,
    2005, which was the date of the sale. See
    Note 4  Acquisitions and Dispositions for
    further information regarding the sale of Sithe.(b)
    
    Excludes certain investments.(c)
    
    Sithe includes a pre-tax gain on
    sale of $21 million.    3.
    New
    Accounting Pronouncements (Exelon, ComEd, PECO and
    Generation)    SFAS No. 123-R
  (SFAS No. 123-R), SFAS No. 123-R
 26




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SFAS No. 123-R
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,Components of Stock-Based Compensation Expense

2006


2005


2006


2005Stock options

$
7


$



$
32


$
Performance shares


21



15



62



38Other stock-based awards


1



2



4



7Total stock-based compensation
    included in operating and maintenance expense


29



17



98



45Income tax benefit


(11
)


(7
)


(37
)


(18
)Total after-tax stock-based
    compensation expense

$
18


$
10


$
61


$
27     Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,Registrant

2006


2005


2006


2005ComEd

$
2


$
1


$
9


$
1PECO


1







2



1Generation


11



4



37



16Exelon Corporate(a)


15



12



50



27     (a)
    
    Represents amounts billed to
    Exelons subsidiaries through intercompany allocations.  Stock
    Options
  SFAS No. 123-R,
   27




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Nine MonthsEndedSeptember 30,2006


2005Dividend yield


3.2
%


3.6
%Expected volatility


25.5
%


18.1
%Risk-free interest rate


4.27
%


3.83
%Expected life (years)


6.25



6.25         Weighted


WeightedAverage


AverageExercise


Remaining


AggregatePrice


Contractual


IntrinsicShares


(per share)


Life


ValueBalance of shares outstanding at
    December 31, 2005


21,674,270


$
31.23Options granted


4,084,645



58.55Options exercised


(4,811,395
)


28.78Options forfeited/cancelled


(359,777
)


41.78Balance of shares outstanding at
    September 30, 2006


20,587,743



37.02



7.00


$
484,187,746Exercisable at September 30,
    2006(a)


9,807,798



30.86



5.55



291,086,932     (a)
    
    Includes stock options issued to
    retirement-eligible employees.   28




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SFAS No. 123-R SFAS No. 123-R,
    WeightedAverageExercisePriceShares


(per share)Nonvested at December 31, 2005


12,000,284


$
35.42Granted


4,084,645



58.55Vested


(4,949,702
)


38.15Forfeited


(355,282
)


43.06Nonvested at September 30,
    2006


10,779,945



38.99     Performance
    Share Awards
  and/or and/or
     29




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SFAS No. 123-R, SFAS No. 123-R
      Other
    Stock-Based Awards
  SFAS No. 123-R.
   30




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2005 Pro
    Forma Information
    Three Months


Nine MonthsEnded


EndedSeptember 30, 2005


September 30, 2005Net income  as reported

$
725


$
1,760Add: Stock-based compensation
    expense included in reported net income, net of income taxes


10



27Deduct: Total stock-based
    compensation expense determined under fair-value method for all
    awards, net of income taxes(a)


(14
)


(38
)Pro forma net income

$
721


$
1,749Earnings per share:Basic  as reported

$
1.08


$
2.63Basic  pro forma


1.08



2.61Diluted  as reported


1.07



2.60Diluted  pro forma


1.06



2.59     (a)
    
    The fair value of stock options
    granted was estimated using a Black-Scholes-Merton
    option-pricing model.  SFAS No. 123-R, SFAS No. 123-R
  SFAS No. 155
    SFAS No. 156
   31




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FSP
    No. FIN 46(R)-6
    FIN 48
    EITF 06-3
  No. 06-3, (EITF 06-3). EITF 06-3 EITF 06-3 EITF 06-3 No. 99-19,
 32




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 06-3
  SFAS No. 157
    SFAS No. 158
    SAB No. 108
    4.
    Acquisitions
    and Dispositions (Exelon and Generation)  Termination
    of Proposed Merger with PSEG (Exelon)
   33




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
    Form 10-K
  Sithe
    (Exelon and Generation)
     34




---



##### 



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


Nine MonthsEnded


EndedSeptember 30, 2005(a)


September 30, 2005(b)Operating revenues

$



$
30Operating income






5Net income


1



16
(c)     (a)
    
    Sithe was sold on January 31,
    2005. Accordingly, there are no operating results for the three
    months ended September 30, 2005.(b)
    
    Sithe was sold on January 31,
    2005. Accordingly, results include only one month of operations.(c)
    
    Includes a pre-tax gain on sale of
    Sithe of $21 million.    Form 10-K
  5.
    Regulatory
    Issues (Exelon, ComEd, PECO and Generation)    Illinois Procurement Filing (Exelon and
    ComEd).
  after-the-fact
 35




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Initial ComEd Auction (Exelon and
    ComEd). 41-month 17-month
    Price per MWhProduct

17 Month Contract


29 Month Contract


41 Month ContractAnnual

$
90.12



N/A



N/ABlended

$
63.96


$
64.00


$
63.33       Rate Freeze Extension Proposal (Exelon and
    ComEd).
  Residential Rate Stabilization Program (Exelon and
    ComEd).
 36




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Illinois Rate Case (Exelon and
    ComEd).
  Original Cost Audit (Exelon and
    ComEd).
 37




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Customers Affordable Reliable Energy (Exelon and
    ComEd).
  Renewable Energy Filings (Exelon and
    ComEd).
      Post 2006 Summary (Exelon and
    ComEd).
 38




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Partial Settlement before the PAPUC (Exelon and
    PECO). Form 10-K
  Through and Out Rates/SECA (Exelon, ComEd and
    PECO). and/or
  PJM Transmission Design (Exelon, ComEd and
    PECO).
 39




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Initial Illinois Auction (Exelon and
    Generation).
  Price per MWhProduct

17 Month Contract


29 Month Contract


41 Month ContractAnnual

$
84.95



N/A



N/ABlended

$
64.77


$
64.75


$
66.05   Post 2006 Summary (Exelon and
    Generation).
  Market-Based Rates Filing (Exelon and
    Generation). Form 10-K.
  Notice of Proposed Rulemaking (NOPR) on Market-Based Rate
    Authority (Exelon and Generation).
 40




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Intangible
    Assets (Exelon and ComEd)  Goodwill (Exelon and ComEd). and/or
    Balance as of January 1, 2006

$
3,475Resolution of certain tax
    matters(a)


(5
)Impairment


(776
)Balance as of September 30,
    2006

$
2,694     (a)
    
    Adjustment related to income tax
    refund claims and interest thereon, and various deferred tax
    adjustments. See Note 13  Commitments and
    Contingencies for further information.  Other Intangible Assets
    (Exelon).
  September 30, 2006


December 31, 2005Amortization








AccumulatedExelon

Gross


Accumulated


Net


Gross


Amortization


NetSynthetic fuel investments(a)

$



$



$



$
264


$
(121
)

$
143Intangible pension asset


34







34



34







34Total intangible assets

$
34


$



$
34


$
298


$
(121
)

$
177     (a)
    
    See Note 3 of Exelons
    Notes to Consolidated Financial Statements within Exelons
    2005 Annual Report on
    Form 10-K
    for a description of Exelons right to acquire tax credits
    through investments in synthetic fuel-producing facilities. In
    the second quarter of 2006, Exelon recorded an impairment charge
    of $115 million (before income taxes) associated with the
    full write- 41




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  off of the intangible asset related
    to its investment in synthetic fuel-producing facilities. See
    Note 10  Income Taxes for further discussion.    7.
    Debt and
    Credit Agreements (Exelon, ComEd, PECO and Generation)  Commercial
    Paper and Notes Payable
    September 30,


December 31,Borrower

2006


2005Exelon Corporate

$



$
ComEd


153



459PECO






220Generation






311     Credit
    Facilities
  Form 10-K
  Generation
  Form 10-K.
 42




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ComEd
    Issuance
    of Long-Term Debt
    InterestCompany

Type

Rate

Maturity

Amount(a)ComEd

First Mortgage Bonds

5.90%

March 15, 2036

$
325ComEd

First Mortgage Bonds

5.95%

August 15, 2016


300PECO

First Mortgage Bonds

5.95%

October 1, 2036


300Other

Various

Various

Various


7     (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

$
50ComEd

ComEd Transitional Funding Trust

5.63%

June 25, 2007


261PECO

PECO Energy Transition Trust (PETT)

6.05%

March 1, 2007


430Generation

Notes payable

6.33%

August 8, 2009


10Other

Various

Various

Various


4   SCEP
  20-year
    8.
    Severance
    Benefits (Exelon, ComEd, PECO and Generation)   43




---



##### 



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

ComEd


PECO


Generation


Other(a)


ExelonExpense recorded for the three
    months ended September 30, 2006

$
3


$
2


$
6


$
12


$
23Expense recorded for the nine
    months ended September 30, 2006


1



2



7
(c)


14
(b)


24
(b),(c)     (a)
    
    Other includes corporate operations
    and shared service entities, including Exelon Business Services
    Company (BSC).(b)
    
    Includes $2 million of
    severance related to stock-based compensation, which is not
    included in the salary continuance severance obligations table
    below.(c)
    
    Excludes reduction of previously
    recorded severance charges of approximately $1 million
    related to Salem, of which Generation owns 42.59% and which is
    operated by PSEG.  Salary Continuance Severance Costs

ComEd


PECO


Generation


Other(a)


ExelonExpense (income) recorded for the
    three months ended September 30, 2005

$
(5)


$



$
(2)


$
(2)


$
(9
)Expense (income) recorded for the
    nine months ended September 30, 2005


(8
)


1



(4
)


(1
)


(12
)     (a)
    
    Other includes corporate operations
    and shared service entities, including BSC.    Salary Continuance Obligations

ComEd


PECO


Generation


Other(a)


ExelonBalance at January 1, 2006

$
8


$
1


$
7


$
6


$
22Severance charges recorded


1



2



7



12



22Cash payments


(2
)


(1
)


(2
)


(3
)


(8
)Balance at September 30, 2006

$
7


$
2


$
12


$
15


$
36     (a)
    
    Other includes corporate operations
    and shared service entities, including BSC and Enterprises. 44




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Retirement
    Benefits (Exelon, ComEd, PECO and Generation)    OtherPension


PostretirementBenefits


BenefitsThree Months


Three MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005Service cost

$
39


$
32


$
25


$
20Interest cost


141



132



46



45Expected return on assets


(205
)


(190
)


(26
)


(25
)Amortization of:Transition obligation (asset)






(1
)


2



2Prior service cost (benefit)


4



4



(22
)


(23
)Actuarial loss


38



30



21



28Net periodic benefit cost

$
17


$
7


$
46


$
47   Pension


OtherBenefits


PostretirementNine Months


BenefitsEnded


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Service cost

$
118


$
108


$
75


$
67Interest cost


422



410



137



131Expected return on assets


(613
)


(576
)


(79
)


(74
)Amortization of:Transition obligation (asset)






(3
)


7



7Prior service cost (benefit)


12



12



(68
)


(68
)Actuarial loss


112



91



65



61Net periodic benefit cost

$
51


$
42


$
137


$
124  45




---



##### 



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


Nine MonthsEnded


EndedSeptember 30,


September 30,Pension and Postretirement Benefit Costs(a)

2006


2005


2006


2005ComEd

$
18


$
8


$
54


$
46PECO


7



11



22



22Generation


28



24



85



73Exelon Corporate(b)


10



11



27



25     (a)
    
    Includes capitalized costs and
    operating and maintenance expense.(b)
    
    Represents amounts billed to
    Exelons subsidiaries through intercompany allocations.    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,Savings Plan Matching Contributions

2006


2005


2006


2005Exelon

$
15


$
15


$
45


$
44ComEd


5



4



13



12PECO


2



2



5



5Generation


7



7



23



21    46




---



##### 



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005U.S. Federal statutory rate


35.0
%


35.0
%


35.0
%


35.0
%Increase (decrease) due to:Non-deductible goodwill impairment
    charge


84.6







14.1



State income taxes, net of Federal
    income tax benefit


10.1



4.3



4.6



3.9Qualified nuclear decommissioning
    trust fund income


1.1



0.3



0.5



0.5Synthetic fuel-producing
    facilities credit(a)


(8.9
)


(6.6
)


(2.8
)


(7.5
)Domestic production activities
    deduction


(1.8
)


(0.5
)


(0.8
)


(0.4
)Tax exempt income


(0.9
)


(0.2
)


(0.4
)


(0.3
)Amortization of investment tax
    credit


(0.9
)


(0.2
)


(0.5
)


(0.3
)Nontaxable postretirement benefits


(0.8
)


(0.4
)


(0.4
)


(0.3
)Other


(3.5
)


0.5



(1.1
)


0.2Effective income tax rate


114.0
%


32.2
%


48.2
%


30.8
%     (a)
    
    See Notes 3 and 12 of
    Exelons Notes to Consolidated Financial Statements within
    Exelons 2005 Annual Report on
    Form 10-K
    for further information regarding investments in synthetic
    fuel-producing facilities.  ComEd
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005U.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


(6.5
)


4.8



(145.3
)


4.8Amortization of regulatory asset


(0.8
)


0.7



(19.4
)


0.7Nontaxable postretirement benefits


0.2



(0.2
)


7.9



(0.3
)Amortization of investment tax
    credit


0.2



(0.2
)


8.6



(0.3
)Non-deductible goodwill impairment
    charge


(82.7
)






(1,094.9
)


Other


0.8



0.8



8.1



0.5Effective income tax rate


(53.8
)%


40.9
%


(1,200.0
)%


40.4
%  47




---



##### 



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005U.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


(2.4
)


0.5



(1.8
)


(0.8
)Plant basis differences


0.7



(0.5
)


0.6



(0.3
)Nontaxable postretirement benefits


(0.2
)


(0.2
)


(0.2
)


(0.2
)Amortization of investment tax
    credit


(0.3
)


(0.2
)


(0.4
)


(0.3
)Investment tax credit refund(a)


(7.2
)






(2.8
)


Other






(1.5
)






(0.3
)Effective income tax rate


25.6
%


33.1
%


30.4
%


33.1
%     (a)
    
    See Note 13 
    Commitments and Contingencies for additional information.  Generation
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005U.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


3.6



5.1



4.1



4.8Qualified nuclear decommissioning
    trust fund income


0.6



0.6



0.5



0.9Domestic production activities
    deduction


(0.9
)


(1.0
)


(0.8
)


(0.6
)Tax exempt income


(0.5
)


(0.5
)


(0.5
)


(0.5
)Nontaxable postretirement benefits


(0.2
)


(0.3
)


(0.2
)


(0.3
)Amortization of investment tax
    credit


(0.2
)


(0.2
)


(0.2
)


(0.2
)Investment tax credit charge(a)


1.5







0.5



Other


(0.6
)


0.9



(0.9
)


(0.2
)Effective income tax rate


38.3
%


39.6
%


37.5
%


38.9
%     (a)
    
    See Note 13 
    Commitments and Contingencies for additional information. 48




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Tax
    Sharing Agreement (ComEd, PECO and Generation)
    Investments
    in Synthetic Fuel-Producing Facilities (Exelon)
    year-to-date
  Estimated2006Beginning of Phase-Out Range(a)

$
60End of Phase-Out Range(a)


762006 Annual Average NYMEX


67     (a)
    
    The estimated 2006 phase-out range
    is based upon the actual 2005 phase-out range. The actual 2005
    phase-out range was determined using the inflation adjustment
    factor published by the IRS in April 2006. The actual 2005
    phase-out range was increased by 2% (Exelons estimate of
    inflation) to arrive at the estimated 2006 phase-out range.   49




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    mark-to-market mark-to-market
        1999
    Sale of Fossil Generating Assets (Exelon and
    ComEd)
   50




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impact
    of Illinois Auction on State Income Taxes (Exelon and
    Generation)
  and/or
  Pennsylvania
    Tax Law (Exelon and Generation)
    11.
    Asset
    Retirement Obligations (Exelon, ComEd, PECO and
    Generation)  Nuclear
    Decommissioning Asset Retirement Obligations (ARO) (Exelon and
    Generation)
  Form 10-K
 51




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Revised management assumptions concerning an increased
    likelihood of successful nuclear license renewal efforts due to
    an increasingly favorable environment for nuclear power and,
    therefore, an increased likelihood of operating the nuclear
    plants through a full license extension period; and
    A change in managements expectation of when the
    U.S. Department of Energy (DOE) will establish a repository
    for and begin accepting spent nuclear fuel.    
    A decrease in Generations asset retirement cost (ARC),
    which is included in property, plant and equipment in
    Exelons and Generations Consolidated Balance Sheets,
    of approximately $393 million;
    An increase in Generations intercompany payable to ComEd
    and PECO, which is included in non-current payable to affiliates
    in Generations Consolidated Balance Sheets, of
    approximately $62 million;
    An increase in ComEds and PECOs intercompany
    receivables from Generation, which are included in non-current
    receivables from affiliates in ComEds and PECOs
    Consolidated Balance Sheets, of approximately $36 million
    and $26 million, respectively, offset by equivalent
    increases in ComEds and PECOs regulatory liabilities
    (these increases are reflected as increases in Exelons
    regulatory liabilities on Exelons Consolidated Balance
    Sheet); and
    The recognition of other operating income by Generation (and,
    therefore, also by Exelon) of $149 million (pre-tax), which
    is included in operating and maintenance expense in
    Exelons and Generations Consolidated Statements of
    Operations and Comprehensive Income, representing the reduction
    in the ARO in excess of the existing ARC balance for the AmerGen
    units.      Exelon and GenerationNuclear decommissioning AROs at
    January 1, 2006

$
3,921Net decrease resulting from
    updates to estimated future cash flows


(604
)Accretion expense


176Payments to decommission retired
    plants


(10
)Nuclear decommissioning AROs at
    September 30, 2006

$
3,483   year-over-year
 52




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nuclear
    Decommissioning Trust Fund Investments (Exelon and
    Generation)
          other-than-temporary other-than-temporarily
 53




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-Nuclear
    AROs (Exelon, ComEd, PECO and Generation)
  and/or Form 10-K
    Exelon


ComEd


PECO


GenerationNon-nuclear AROs at
    January 1, 2006

$
236


$
151


$
20


$
65Accretion expense(a)


9



6



1



3Settlements


(1
)


(1
)






Non-nuclear AROs at
    September 30, 2006

$
244


$
156


$
21


$
68     (a)
    
    For ComEd and PECO, the majority of
    the accretion is recorded as an increase to a regulatory asset
    due to the associated regulations.  12.
    Earnings
    Per Share and Shareholders Equity (Exelon)  Earnings
    per Share
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005Income (loss) from continuing
    operations

$
(45)


$
724


$
997


$
1,747Income (loss) from discontinued
    operations


1



1



3



13Net income (loss)

$
(44
)

$
725


$
1,000


$
1,760Average common shares
    outstanding  basic


671



670



670



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






7



6



7Average common shares
    outstanding  diluted


671



677



676



676  54




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share
    Repurchases
  Form 10-K
      13.
    Commitments
    and Contingencies (Exelon, ComEd, PECO and Generation)  Form 10-K.
  Energy
    Commitments
    
    Generations total commitments for future sales of energy
    to unaffiliated third-party utilities and others increased by
    approximately $3.1 billion during the nine months ended
    September 30, 2006, reflecting increases of approximately
    $3.4 billion and $1.3 billion in 2007 and 2008 sales
    commitments, respectively, and other small increases in
    commitments in years beyond 2008, offset by the fulfillment of
    approximately $1.8 billion of 2006 commitments during the
    nine months ended September 30, 2006. The increases were
    primarily due to increased forward sales of energy to
    counterparties other than ComEd as a result of the pending
    expiration of the PPA with ComEd on December 31, 2006, as
    well as increased overall hedging activity in the normal course
    of business.
    Generations long term commitments for nuclear fuel as of
    September 30, 2006 increased by $340 million for 2009
    and 2010, and $277 million for 2011 and beyond, as compared
    to December 31, 2005 due to contracts entered into in the
    normal course of business. 55




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Commercial
    Commitments
    
    Exelons letters of credit increased $60 million and
    guarantees (outside the scope of FIN 45) decreased
    $78 million primarily as a result of energy trading
    activities.
    ComEds letters of credit increased $16 million.
    PECOs guarantees (outside the scope of
    FIN 45) decreased $9 million related to changes
    in surety bonds outstanding.
    Generations letters of credit increased $47 million
    and guarantees (outside the scope of FIN 45) decreased
    $35 million primarily as a result of energy trading
    activities.  Environmental
    Liabilities
  and/or
     56




---



##### 



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


Portion of Total RelatedRemediation


to MGP InvestigationSeptember 30, 2006

Reserve


and RemediationComEd

$
59


$
50PECO


45



43Generation


21



Exelon

$
125


$
93   TotalEnvironmentalInvestigation and


Portion of Total RelatedRemediation


to MGP InvestigationDecember 31, 2005

Reserve


and Remediation(a)ComEd

$
54


$
48PECO


47



41Generation


27



Exelon

$
128


$
89     (a)
    
    Prior to the third quarter 2006,
    ComEd and PECO discounted their reserves for MGP investigation
    and remediation. The change from discounting to undiscounting
    was not deemed to be material for either ComEd or PECO.      Section 316(b)
    of the Clean Water Act
   57




---



##### 



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




---



##### 



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




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             60




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cotter
    Corporation
    Air
    Quality Regulation
    Leases
  Form 10-K
  Litigation
    and Regulatory Matters
  Exelon,
    PECO and Generation
  Reverse-Employment Discrimination Claim.
   61




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      PJM Billing Dispute.
  Form 10-K.
      Exelon
  Pension Claim.
  Savings Plan Claim.
 62




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ComEd
  ComEd Rate Case. Form 10-Q,
  
    recovery of approximately $87 million related to losses on
    extinguishment of long-term debt as part of ComEds 2004
    Accelerated Liability Management Plan;
    recovery of $40 million of previously incurred MGP costs;
    recovery of $158 million of previously incurred severance
    costs; and
    recovery of $5 million of expenses previously incurred in
    the Procurement Case.    Rate Reductions and Return on Common Equity
    Threshold.
 63




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Generation
  Asbestos Claims. Form 10-K.
    Oil Spill Liability
    Trust Fund Claim.
  PECO and
    Generation
  Real Estate Tax Appeals.
 64




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Exelon,
    ComEd, PECO and Generation
    Income
    Taxes
  Refund Claims.
    Other Refund Claims.
 65




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other.
  14.
    Supplemental
    Financial Information (Exelon, ComEd, PECO and
    Generation)  Supplemental
    Income Statement Information
    Three MonthsEnded


Nine Months EndedSeptember 30,


September 30,Exelon

2006


2005


2006


2005Investment income

$
1


$
2


$
6


$
7Gain on disposition of assets and
    investments, net


1



1



(1
)


9Loss on settlement of cash-flow
    interest-rate swaps(a)






(15
)






(15
)Decommissioning-related activities:Decommissioning trust fund
    income(b)


43



27



109



106Decommissioning trust fund
    income  AmerGen(b)


9



9



28



68Other-than-temporary
    impairment of decommissioning trust funds


(1
)






(11
)


(12
)Other-than-temporary
    impairment of decommissioning trust funds  AmerGen














(2
)Regulatory offset to non-operating
    decommissioning-related activities(c)


(42
)


(27
)


(99
)


(94
)Net direct financing lease income


2



5



13



16Allowance for funds used during
    construction(AFUDC), equity


1



1



1



4Unrealized income tax credits(d)


(4
)






49



Regulatory recovery of prior loss
    on extinguishment of long-term debt(e)


87







87



Interest income related to
    investment tax credit refund(f)


10







10



Other


7



8



13



21Other, net

$
114


$
11


$
205


$
108     (a)
    
    See Note 17 
    Derivative Financial Instruments for further discussion of the
    loss on settlement of cash-flow interest-rate swaps.(b)
    
    Includes investment income and
    realized gains and losses.(c)
    
    Includes the elimination of
    non-operating decommissioning-related activity for those units
    that are subject to regulatory accounting, including the
    elimination of decommissioning trust fund income and
    other-than-temporary
    impairments for certain nuclear units. See Notes 13 and 16
    of Exelons Notes to Consolidated Financial Statements
    within Exelons 2005 Annual Report on
    Form 10-K
    for more information regarding the regulatory accounting applied
    for certain nuclear units. 66




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (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.(e)
    
    See Note 5 
    Regulatory Issues for further discussion of the loss on
    extinguishment of long-term debt. Recovery of these costs was
    granted in the July 26, 2006 ICC rate order.(f)
    
    See Note 13 
    Commitments and Contingencies for additional information.  Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,ComEd

2006


2005


2006


2005Investment income

$



$
1


$
1


$
3Gain (loss) on disposition of
    assets and investments, net










(2
)


4AFUDC, equity


1



1



1



3Loss on settlement of cash-flow
    interest-rate swaps(a)






(15
)






(15)Regulatory recovery of prior loss
    on extinguishment of long-term debt(b)


87







87



Other


1



3



3



5Other, net

$
89


$
(10)


$
90


$
     (a)
    
    See Note 17 
    Derivative Financial Instruments for further discussion of the
    loss on settlement of cash-flow interest-rate swaps.(b)
    
    See Note 5 
    Regulatory Issues for further discussion of the loss on
    extinguishment of long-term debt. Recovery of these costs was
    granted in the July 26, 2006 ICC rate order.  Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,PECO

2006


2005


2006


2005Interest income related to
    investment tax credit refund(a)

$
10


$



$
10


$
Investment income


1



1



5


$
4Gain (loss) on disposition of
    assets and investments, net






1







5Other










1



1Other, net

$
11


$
2


$
16


$
10     (a)
    
    See Note 13 
    Commitments and Contingencies for additional information.  67




---



##### 



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


Nine MonthsEnded


EndedSeptember 30,


September 30,Generation

2006


2005


2006


2005Decommissioning-related activities:Decommissioning trust fund
    income(a)

$
43


$
27


$
109


$
106Decommissioning trust fund
    income  AmerGen(a)


9



9



28



68Other-than-temporary
    impairment of decommissioning trust funds


(1
)






(11
)


(12
)Other-than-temporary
    impairment of decommissioning trust funds  AmerGen














(2
)Contractual offset to
    non-operating decommissioning-related activities(b)


(42)



(27)



(99
)


(94
)Other


3



4



4



16Other, net

$
12


$
13


$
31


$
82     (a)
    
    Includes investment income and
    realized gains and losses.(b)
    
    Includes the elimination of
    non-operating decommissioning-related activity for those units
    that are subject to contractual accounting, including the
    elimination of decommissioning trust fund income and
    other-than-temporary
    impairments for certain nuclear units. See Notes 13 and 16
    of Exelons Notes to Consolidated Financial Statements
    within Exelons 2005 Annual Report on
    Form 10-K
    for more information regarding the regulatory accounting applied
    for certain nuclear units. 68




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    Cash Flow Information
    Nine MonthsEndedSeptember 30,Exelon

2006


2005Impairment charges:Impairment of goodwill

$
776


$
Impairment of long-lived assets


115



Other


2



Total impairment charges

$
893


$
Other non-cash operating
    activities:Pension and non-pension
    postretirement benefits expense

$
140


$
123Equity in losses of unconsolidated
    affiliates


74



107Provision for uncollectible
    accounts


73



48Net realized (gains) losses on
    nuclear decommissioning trust funds


8



(52
)Gains on sales of investments and
    wholly owned subsidiaries


(1
)


(19
)Other decommissioning-related
    activities


(150
)


18Write-off of Merger-related
    capitalized costs(a)


46



Other


65



39Total other non-cash operating
    activities

$
255


$
264Changes in other assets and
    liabilities:Other current assets

$
(79
)

$
(68
)Other noncurrent assets and
    liabilities


(302
)


(99
)Total changes in other assets and
    liabilities

$
(381
)

$
(167
)     (a)
    
    Represents the Merger-related
    capitalized costs paid prior to 2006.  69




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine MonthsEndedSeptember 30,ComEd

2006


2005Other non-cash operating
    activities:Provision for uncollectible
    accounts

$
22


$
21Equity in losses of unconsolidated
    affiliates


8



11Pension and non-pension
    postretirement benefits expense


30



26Other


37



46Total other non-cash operating
    activities

$
97


$
104Changes in other assets and
    liabilities:Other current assets

$
(11
)

$
(12
)Other noncurrent assets and
    liabilities


(132
)


(16
)Total changes in other assets and
    liabilities

$
(143
)

$
(28
)   Nine MonthsEndedSeptember 30,PECO

2006


2005Other non-cash operating
    activities:Provision for uncollectible
    accounts

$
49


$
26Equity in losses of unconsolidated
    affiliates


7



12Pension and non-pension
    postretirement benefits expense


13



13Other


8



Total other non-cash operating
    activities

$
77


$
51Changes in other assets and
    liabilities:Deferred/over-recovered energy
    costs

$
51


$
8Other current assets


(12
)


(33
)Other noncurrent assets and
    liabilities


3



28Total changes in other assets and
    liabilities

$
42


$
3   70




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine MonthsEndedSeptember 30,Generation

2006


2005Other non-cash operating
    activities:Provision for uncollectible
    accounts

$
2


$
Equity in losses of unconsolidated
    affiliates


9



(2
)Gains on sales of investments and
    wholly owned subsidiaries


(2
)


(21
)Net realized (gains) losses on
    nuclear decommissioning trust funds


8



(52
)Pension and non-pension
    postretirement benefits expense


79



68Other decommissioning-related
    activities


(150
)


18Other


23



(28
)Total other non-cash operating
    activities

$
(31
)

$
(17
)Changes in other assets and
    liabilities:Other current assets(a)

$
(98
)

$
(33
)Other noncurrent assets and
    liabilities(b)


(157
)


(64
)Total changes in other assets and
    liabilities

$
(255)


$
(97)     (a)
    
    Relates primarily to the purchase
    of energy-related options and prepaid assets.(b)
    
    Relates primarily to the purchase
    of long-term fuel options.  Supplemental
    Balance Sheet Information
    September 30,


December 31,Exelon and ComEd

2006


2005Regulatory assets
    (liabilities):Nuclear decommissioning

$
(1,620
)

$
(1,435
)Removal costs


(1,046
)


(1,015
)Debt costs(a)(b)


183



107Conditional asset retirement
    obligations


95



91MGP remediation costs(b)


47



Recoverable transition costs


12



43Deferred income taxes


9



8Rate case costs(b)


7



Procurement case costs(b)


5



Other


26



31Total net regulatory liabilities

$
(2,282)


$
(2,170)  71




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    Includes reacquired debt costs,
    interest rate swap settlements and early debt retirement costs.
    Recovery of early debt retirement costs was granted in the
    July 26, 2006 ICC rate order. See Note 5 
    Regulatory Issues.(b)
    
    Recovery of these items was granted
    in the July 26, 2006 ICC rate order. See
    Note 5  Regulatory Issues.  September 30,


December 31,Exelon and PECO

2006


2005Regulatory assets
    (liabilities):Competitive transition charges

$
3,109


$
3,532Deferred income taxes


789



781Non-pension postretirement benefits


41



45Reacquired debt costs


32



36MGP remediation costs


25



26Conditional asset retirement
    obligations


14



13U.S. Department of Energy
    facility decommissioning


8



13Nuclear decommissioning


(112
)


(68
)Other


11



8Long-term regulatory assets


3,917



4,386Deferred (over-recovered) energy
    costs  current asset (liability)


(12
)


39Total net regulatory assets

$
3,905


$
4,425     September 30, 2006

Exelon


ComEd


PECO


GenerationProperty, plant and
    equipment:Accumulated depreciation

$
7,201
(a)

$
1,391


$
2,207


$
3,450
(a)Accounts receivable:Allowance for uncollectible
    accounts


90



19



51



17     (a)
    
    Includes accumulated amortization
    of nuclear fuel in the reactor cores of $1,166 million.  December 31, 2005

Exelon


ComEd


PECO


GenerationProperty, plant and
    equipment:Accumulated depreciation

$
7,872
(a)

$
1,253


$
2,172


$
4,315
(a)Accounts receivable:Allowance for uncollectible
    accounts


77



20



39



15     (a)
    
    Includes accumulated amortization
    of nuclear fuel in the reactor cores of $2,103 million. 72




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


December 31,Exelon and Generation

2006


2005Other current assets:Counterparty collateral asset

$
49


$
285Option premiums


199



126Other current
    liabilities:Counterparty collateral liability


260



101   15.
    Segment
    Information (Exelon, ComEd, PECO and Generation)     73




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three
    Months Ended September 30, 2006 and 2005
    ComEd


PECO


Generation


Other(a)


Eliminations


ConsolidatedTotal revenues(b):2006

$
1,840


$
1,379


$
2,635


$
205


$
(1,658
)

$
4,4012005


1,948



1,322



2,711



190



(1,698
)


4,473Intersegment revenues:2006

$
2


$
2


$
1,449


$
205


$
(1,658
)

$
2005


2



2



1,504



190



(1,698
)


Income (loss) from continuing
    operations before income taxes:2006

$
(329
)

$
180


$
637


$
(167
)

$



$
3212005


379



248



553



(112
)






1,068Income taxes:2006

$
177


$
46


$
244


$
(101
)

$



$
3662005


155



82



219



(112
)






344Income (loss) from continuing
    operations:2006

$
(506
)

$
134


$
393


$
(66
)

$



$
(45
)2005


224



166



334











724Income (loss) from discontinued
    operations:2006

$



$



$
1


$



$



$
12005










1











1Net income (loss):2006

$
(506
)

$
134


$
394


$
(66
)

$



$
(44
)2005


224



166



335











725     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel-producing facilities.(b)
    
    For the three months ended
    September 30, 2006 and 2005, utility taxes of
    $69 million and $71 million, respectively, are
    included in revenues and expenses for ComEd. For the three
    months ended September 30, 2006 and 2005, utility taxes of
    $72 million and $72 million, respectively, are
    included in revenues and expenses for PECO. 74




---



##### 



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


PECO


Generation


Other(a)


Eliminations


ConsolidatedTotal
    revenues (b):2006

$
4,720


$
3,933


$
7,069


$
615


$
(4,377
)

$
11,9602005


4,822



3,661



6,836



533



(4,333
)


11,519Intersegment revenues:2006

$
6


$
6


$
3,751


$
614


$
(4,377
)

$
2005


6



6



3,789



532



(4,333
)


Income (loss) from continuing
    operations before income taxes:2006

$
(25
)

$
460


$
1,855


$
(364
)

$



$
1,9262005


676



605



1,530



(285
)






2,526Income taxes:2006

$
300


$
140


$
696


$
(207
)

$



$
9292005


273



200



595



(289
)






779Income (loss) from continuing
    operations:2006

$
(325
)

$
320


$
1,159


$
(157
)

$



$
9972005


403



405



935



4







1,747Income (loss) from discontinued
    operations:2006

$



$



$
4


$
(1
)

$



$
32005










16



(3
)






13Net income (loss):2006

$
(325
)

$
320


$
1,163


$
(158
)

$



$
1,0002005


403



405



951



1







1,760Total assets:September 30, 2006

$
17,007


$
9,565


$
17,824


$
13,307


$
(16,055
)

$
41,648December 31, 2005


17,211



10,018



17,724



13,079



(15,583
)


42,449     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel- producing facilities.(b)
    
    For the nine months ended
    September 30, 2006 and 2005, utility taxes of
    $188 million and $192 million, respectively, are
    included in revenues and expenses for ComEd. For the nine months
    ended September 30, 2006 and 2005, utility taxes of
    $187 million and $177 million, respectively, are
    included in revenues and expenses for PECO. 75




---



##### 



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


Nine MonthsEnded September 30,


Ended September 30,2006


2005


2006


2005Operating revenues from affiliatesComEd Transitional Funding Trust

$
1


$
1


$
2


$
2Interest expense to affiliatesComEd Transitional Funding Trust


11



15



36



51ComEd Financing II


4



3



10



10ComEd Financing III


3



4



10



10Equity in losses of unconsolidated
    affiliatesComEd Funding LLC


2



3



8



11   September 30,


December 31,2006


2005Receivables from affiliates
    (current)ComEd Transitional Funding Trust

$
18


$
14Investment in affiliates ComEd
    Funding LLC


6



18ComEd Financing II


10



10ComEd Financing III


6



6Receivable from affiliates
    (noncurrent)ComEd Transitional Funding Trust


13



12Payables to affiliates (current)ComEd Transitional Funding Trust






1ComEd Financing II


3



6ComEd Financing III






4Long-term debt to ComEd
    Transitional Funding Trust and other financing trusts (including
    due within one year)ComEd Transitional Funding Trust


726



987ComEd Financing II


155



155ComEd Financing III


206



206  76




---



##### 



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


Nine MonthsEnded September 30,


Ended September 30,2006


2005


2006


2005Operating revenues from affiliatesGeneration(a)

$
2


$
2


$
6


$
6Purchased power from affiliatePPA with Generation(b)


907



991



2,363



2,514Operations and maintenance from
    affiliatesBSC(c)


55



50



160



139Interest income from affiliatesExelon intercompany money pool(d)














3Capitalized costsBSC(c)


20



16



56



46Cash dividends paid to parent






107







352   September 30,


December 31,2006


2005Receivables from affiliates
    (current)Exelon(e)

$



$
23Receivables from affiliates
    (noncurrent)Generation(f)


1,620



1,435Payables to affiliates (current)Exelon(e)


26



Generation decommissioning(g)


11



11Generation(a),(b)


175



242BSC(c)


19



14Borrowings from Exelon
    intercompany money pool(d)






140     (a)
    
    ComEd provides retail electric and
    ancillary services to Generation.(b)
    
    ComEd has entered into a
    full-requirements PPA, as amended, with Generation. See
    Note 17 of ComEds Notes to Consolidated Financial
    Statements within ComEds 2005 Annual Report on
    Form 10-K
    for more information regarding the PPA.(c)
    
    ComEd receives a variety of
    corporate support services from BSC, including legal, human
    resources, financial, information technology, supply management
    services, planning and engineering of delivery systems,
    management of construction, maintenance and operations of the
    transmission and delivery systems and management of other
    support services. All services are provided at cost, including
    applicable overhead. A portion of such services is capitalized.(d)
    
    ComEd participated in Exelons
    intercompany money pool, whereby ComEd earned interest on its
    contributions to the money pool and paid interest on its
    borrowings from the money pool at a market rate of interest. As
    of January 10, 2006, ComEd suspended participation in the
    money pool and on February 22, 2006, entered into a
    $1 billion senior secured three year revolving credit
    agreement among a group of lenders. See Note 7 
    Debt and Credit Agreements for additional information. 77




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (e)
    
    ComEd has a payable to Exelon under
    the Tax Sharing Agreement which is partially offset by a
    receivable from Exelon for the allocation of tax benefits. The
    December 31, 2005 receivable from Exelon for the allocation
    of tax benefits was settled in 2006. See
    Note 10  Income Taxes for additional information.(f)
    
    ComEd has a long-term receivable
    from Generation as a result of the nuclear decommissioning
    contractual construct whereby, to the extent the assets
    associated with decommissioning are greater than the applicable
    ARO at the end of decommissioning, such amounts are due back to
    ComEd for payment to ComEds customers. See Note 11 of
    ComEds Notes to Consolidated Financial Statements within
    ComEds 2005 Annual Report on
    Form 10-K
    for additional information.(g)
    
    ComEd has a short-term payable to
    Generation, primarily representing ComEds legal
    requirements to remit collections of nuclear decommissioning
    costs from its customers to Generation.  Exelon
    and PECO
    Three Months


Nine MonthsEnded September 30,


Ended September 30,2006


2005


2006


2005Operating revenues from affiliatesPETT(a)

$
2


$
2


$
6


$
7Interest expense to affiliates, netPETT


44



52



138



162PECO Trust III


2



2



5



5PECO Trust IV


1



1



4



4Equity in losses of unconsolidated
    affiliatesPETT


2



4



7



12   September 30,


December 31,2006


2005Investment in affiliatesPETT

$
57


$
63PECO Energy Capital Corp.


4



4PECO Trust IV


6



6Payables to affiliates (current)PECO Trust III


2



1PECO Trust IV


2



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


2,545



2,975PECO Trust III


81



81PECO Trust IV


103



103     (a)
    
    PECO receives a monthly service fee
    from PETT based on a percentage of the outstanding balance of
    all series of transition bonds. 78




---



##### 



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


Nine MonthsEnded September 30,


Ended September 30,2006


2005


2006


2005Operating revenues from affiliatesGeneration(a)

$
2


$
2


$
6


$
6Purchased power from affiliateGeneration(b)


542



513



1,387



1,273FuelGeneration(c)














1Operations and maintenance from
    affiliatesBSC(d)


31



28



93



80Other










1



1Interest expense to affiliates, netOther










1



(1
)Capitalized costsBSC(d)


12



14



41



26Cash dividends paid to parent


117



116



368



347   September 30,


December 31,2006


2005Receivable from affiliate (current)Exelon(e)

$
26


$
13Contributions to Exelon
    intercompany money pool(f)






8Receivable from affiliate
    (noncurrent)Generation decommissioning(g)


112



68Payables to affiliates (current)Generation(b)


142



151BSC(d)


29



26Shareholders
    equity  receivable from parent(h)


1,126



1,232     (a)
    
    PECO provides energy to Generation
    for Generations own use.(b)
    
    PECO has entered into a
    full-requirements PPA with Generation. See Note 15 of
    PECOs Notes to Consolidated Financial Statements within
    PECOs 2005 Annual Report on
    Form 10-K
    for more information regarding the PPA.(c)
    
    Effective April 1, 2004, PECO
    entered into a one-year gas procurement agreement with
    Generation.(d)
    
    PECO receives a variety of
    corporate support services from BSC, including legal, human
    resources, financial, information technology, supply management
    services, planning and engineering of delivery systems,
    management of construction, maintenance and operations of the
    transmission and delivery systems and management of other
    support services. All services are provided at cost, including
    applicable overhead. A portion of such services is capitalized.(e)
    
    Includes a receivable from Exelon
    for the allocation of tax benefits. The December 31, 2005
    receivable from Exelon for the allocation of tax benefits was
    settled in 2006. See Note 10  Income Taxes for
    additional information. 79




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (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 long-term receivable
    from Generation as a result of the nuclear decommissioning
    contractual construct, whereby, to the extent the assets
    associated with decommissioning are greater than the applicable
    ARO at the end of decommissioning, such amounts are due back to
    PECO for payment to PECOs customers. See Note 9 of
    PECOs Notes to Consolidated Financial Statements within
    PECOs 2005 Annual Report on
    Form 10-K
    for additional information.(h)
    
    PECO has a non-interest bearing
    receivable from Exelon related to the 2001 corporate
    restructuring. The receivable is expected to be settled over the
    years 2006 through 2010.  Generation
    Three Months


Nine MonthsEnded September 30,


Ended September 30,2006


2005


2006


2005Operating revenues from affiliates
    ComEd(a)

$
907


$
991


$
2,363


$
2,514PECO(a)


542



513



1,387



1,274BSC










1



1FuelPECO(b)










1



1Operations and maintenance from
    affiliatesComEd(b)


2



2



6



6PECO(b)


2



2



5



5BSC(c)


69



64



214



190Interest expense to affiliateExelon intercompany money pool(d)


2







3



2Cash distribution paid to member


122



430



444



749Cash contribution received from
    member


5







5



843   80




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  September 30,


December 31,2006


2005Receivables from affiliates
    (current)ComEd(a)

$
175


$
242ComEd decommissioning(e)


11



11PECO(a)


142



151BSC(c)






7Payables to affiliates (current)Exelon(f)


12



4Ventures(h)


15



BSC(c)


33



Borrowings from Exelon
    intercompany money pool(d)


6



92Payables to affiliates (noncurrent)ComEd decommissioning(g)


1,620



1,435PECO decommissioning(g)


112



68     (a)
    
    Generation has entered into PPAs
    with ComEd and PECO, as amended, to provide the full energy
    requirements of ComEd and PECO. See Note 17 of
    Generations Notes to Consolidated Financial Statements
    within Generations 2005 Annual Report on
    Form 10-K
    for additional information regarding the PPAs.(b)
    
    Generation purchases retail
    electric and ancillary services from ComEd and buys power from
    PECO for Generations own use. See Note 17 of
    Generations Notes to Consolidated Financial Statements
    within Generations 2005 Annual Report on
    Form 10-K
    for additional information regarding the PPAs.(c)
    
    Generation receives a variety of
    corporate support services from BSC, including legal, human
    resources, financial, information technology and supply
    management services. All services are provided at cost,
    including applicable overhead. A portion of such services is
    capitalized. Some third-party reimbursements due to Generation
    are recovered through BSC.(d)
    
    Generation participates in
    Exelons intercompany money pool. Generation earns interest
    on its contributions to the money pool and pays interest on its
    borrowings from the money pool at a market rate of interest.(e)
    
    Generation has a short-term
    receivable from ComEd, primarily representing ComEds legal
    requirements to remit collections of nuclear decommissioning
    costs from its customers to Generation.(f)
    
    In order to facilitate payment
    processing, Exelon processes certain invoice payments on behalf
    of Generation. In addition, Generation has a receivable from
    Exelon for the allocation of tax benefits. The December 31,
    2005 receivable from Exelon for the allocation of tax benefits
    was settled in 2006. See Note 10  Income Taxes
    for additional information.(g)
    
    Generation has long-term payables
    to ComEd and PECO as a result of the nuclear decommissioning
    contractual construct whereby, to the extent the assets
    associated with decommissioning are greater than the applicable
    ARO, such amounts are due back to ComEd and PECO, as applicable,
    for payment to the customers. See Note 13 of
    Generations Notes to Consolidated Financial Statements
    within Generations 2005 Annual Report on
    Form 10-K
    for additional information.(h)
    
    Includes a payable from Exelon
    Ventures Company, LLC (Ventures) for the allocation of state tax
    benefits.  17.
    Derivative
    Financial Instruments (Exelon, ComEd, PECO and
    Generation)  Interest-Rate
    Swaps (Exelon, ComEd, PECO and Generation)
   81




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair-Value Hedges. fixed-to-floating Fixed-to-floating
  Cash-Flow Hedges.
    Energy-Related
    Derivatives (Exelon, ComEd and Generation)
    Form 10-K.
 82




---



##### 



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


ComEd





Energy-Cash-Flow


Other


Proprietary





Cash-Flow


Other








RelatedDerivatives

Hedges


Derivatives


Trading


Subtotal


Hedge


Derivatives


Subtotal


Other(a)


DerivativesCurrent assets

$
240


$
407


$
150


$
797


$



$



$



$
12


$
809Noncurrent assets


156



131



48



335















35



370Total
    mark-to-market
    energy contract assets

$
396


$
538


$
198


$
1,132


$



$



$



$
47


$
1,179Current liabilities

$
(223
)

$
(359
)

$
(141
)

$
(723
)

$
(4
)

$
(4
)

$
(8
)

$
(15
)

$
(746
)Noncurrent liabilities


(56
)


(78
)


(45
)


(179
)






(1
)


(1
)


(20
)


(200
)Total
    mark-to-market
    energy contract liabilities

$
(279
)

$
(437
)

$
(186
)

$
(902
)

$
(4
)

$
(5
)

$
(9
)

$
(35
)

$
(946
)Total
    mark-to-market
    energy contract net assets (liabilities)

$
117


$
101


$
12


$
230


$
(4
)

$
(5
)

$
(9
)

$
12


$
233     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel-producing facilities.  Normal Operations and Hedging Activities
    (Generation).
  Cash-Flow Hedges (ComEd and Generation).
  83




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Total Cash-FlowHedge OCI Activity,Net of Income TaxThree Months Ended September 30, 2006

ComEd


GenerationAccumulated OCI derivative loss at
    June 30, 2006

$



$
(84
)Changes in fair value


(2
)


114Reclassifications from OCI to net
    income






40Accumulated OCI derivative gain
    (loss) at September 30, 2006

$
(2
)

$
70   Total Cash-FlowHedge OCI Activity,Net of Income TaxNine Months Ended September 30, 2006

ComEd


GenerationAccumulated OCI derivative loss at
    December 31, 2005

$



$
(314
)Changes in fair value


(2
)


277Reclassifications from OCI to net
    income






107Accumulated OCI derivative gain
    (loss) at September 30, 2006

$
(2
)

$
70   Total Cash-FlowHedge OCI Activity,Net of Income TaxThree Months Ended September 30, 2005

ComEd


GenerationAccumulated OCI derivative loss at
    June 30, 2005

$



$
(224
)Changes in fair value






(273
)Reclassifications from OCI to net
    income






92Accumulated OCI derivative loss at
    September 30, 2005

$



$
(405
)   Total Cash-FlowHedge OCI Activity,Net of Income TaxNine Months Ended September 30, 2005

ComEd


GenerationAccumulated OCI derivative loss at
    December 31, 2004

$



$
(137
)Changes in fair value






(477
)Reclassifications from OCI to net
    income






209Accumulated OCI derivative loss at
    September 30, 2005

$



$
(405
)    84




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other Derivatives (Exelon, ComEd and
    Generation). mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market
  Three Months Ended September 30, 2006

Generation


ComEd(a)


Other(b)


ExelonUnrealized
    mark-to-market

$
103


$
1


$
(53
)

$
51Realized
    mark-to-market


(12
)


2







(10
)Total net
    mark-to-market

$
91


$
3


$
(53
)

$
41     (a)
    
    See Energy-Related
    Derivatives above.(b)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel-producing facilities.  Nine Months Ended September 30, 2006

Generation


ComEd(a)


Other(b)


ExelonUnrealized
    mark-to-market

$
77


$
(8
)

$
(12
)

$
57Realized
    mark-to-market


50



3







53Total net
    mark-to-market

$
127


$
(5
)

$
(12
)

$
110     (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 September 30, 2005

Generation


ComEd


Other(a)


ExelonUnrealized
    mark-to-market

$
168


$



$
11


$
179Realized
    mark-to-market


(82
)










(82
)Total net
    mark-to-market

$
86


$



$
11


$
97     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises
    and investments in synthetic fuel-producing facilities.  85




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine Months Ended September 30, 2005

Generation


ComEd


Other(a)


ExelonUnrealized
    mark-to-market

$
192


$



$
28


$
220Realized
    mark-to-market


(65
)










(65
)Total net
    mark-to-market

$
127


$



$
28


$
155     (a)
    
    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
  Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


2006


2005Unrealized
    mark-to-market

$
10


$
4


$
14


$
14Realized
    mark-to-market


(5
)


(2
)


(9
)


(3
)Total net
    mark-to-market

$
5


$
2


$
5


$
11   Credit
    Risk Associated with Derivative Instruments (Exelon and
    Generation)
   86




---



##### 



EXELON
    CORPORATION AND SUBSIDIARY COMPANIES
    COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
    EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
    COMBINED NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Subsequent
    Events (Exelon and ComEd)     87




---



##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    General
    
    ComEd,whose business includes the purchase and regulated
    retail and wholesale sale of electricity and distribution and
    transmission services in northern Illinois, including the City
    of Chicago.
    PECO,whose businesses include the purchase and regulated
    retail sale of electricity and distribution and transmission
    services in southeastern Pennsylvania, including the City of
    Philadelphia, and the purchase and regulated retail sale of
    natural gas and distribution services in the Pennsylvania
    counties surrounding the City of Philadelphia.
    Generation,which consists principally of the electric
    generating facilities, wholesale energy marketing operations,
    competitive retail sales and certain other generation projects.     EXELON
    CORPORATION  Executive
    Overview
  Financial Results.
      
    a $776 million impairment charge associated with
    ComEds goodwill primarily due to the impacts of the July
    2006 Illinois Commerce Commission (ICC) rate order;
    a charge of approximately $55 million for the write-off of
    capitalized costs associated with the recently terminated
    proposed merger with Public Service Enterprise Group
    Incorporated (PSEG);
    increased severance and severance-related charges;
    unfavorable weather conditions in the ComEd and PECO service
    territories for the nine months ended September 30, 2006;
    reduced earnings from investments in synthetic fuel-producing
    facilities and, for the nine-month period, the impairment of the
    associated intangible asset recorded in the second quarter of
    2006;
    increased depreciation and amortization expense, primarily
    related to competitive transition charge (CTC) amortization at
    PECO; 88




---



##### 




    higher operating and maintenance expenses, including increased
    costs associated with storm damage in the PECO service territory
    in the third quarter of 2006, expenses related to stock-based
    compensation as a result of adopting Financial Accounting
    Standards Board Statement No. 123 (revised 2004),
    Share-Based Payment
    (SFAS No. 123-R)
    and the impacts of inflation;
    increased interest expense associated with the debt issued in
    March 2005 to fund Exelons pension
    contributions; and
    gains realized in 2005 on AmerGens decommissioning trust
    fund investments related to changes to the investment strategy.    
    higher margins on Generations wholesale market sales;
    a one-time benefit of approximately $130 million to recover
    certain costs approved by the ICC rate order;
    unrealized
    mark-to-market
    gains on contracts not yet settled;
    a decrease in Generations nuclear asset retirement
    obligation recorded in the second quarter of 2006 resulting from
    changes in managements assessment of the probabilities
    associated with the anticipated timing of cash flows to
    decommission primarily the AmerGen nuclear plants;
    a reserve recorded by Generation in 2005 for estimated future
    asbestos-related bodily injury claims;
    increased electric revenues at PECO associated with certain
    scheduled rate increases; and
    increased kilowatthour (kWh) deliveries, excluding the effects
    of weather, reflecting
    year-to-date
    load growth at ComEd and PECO.  Termination of Proposed Merger with PSEG.
  Financing Activities.
  Regulatory and Environmental Developments.
  
    ComEd Procurement Filing  On January 24, 2006,
    the ICC approved ComEds procurement case, authorizing
    ComEd to procure electricity after 2006 through a
    reverse-auction competitive bidding process and to
    recover the costs from retail customers with no markup. The
    first auction took place in September 2006. As a result of the
    auction, ComEd has entered into supplier forward contracts with
    various suppliers. The ICC order is under appeal. 89




---



##### 




    ComEd Rate Case (Rate Case)  In 2005, ComEd made a
    rate case filing seeking to review its tariff and to adjust
    ComEds rates for delivering electricity to users in its
    service area, effective January 2007, in order to reflect
    ComEds rising costs and significant capital investment in
    its delivery system. ComEd proposed a revenue increase of
    $317 million. On June 8, 2006, the administrative law
    judges issued a proposed order, which included a revenue
    increase of $164 million plus ComEds request for
    recovery of several items which previously were recorded as
    expense. On July 26, 2006, the ICC issued its order in the
    Rate Case which approved a revenue increase of $8 million.
    The ICC rate order did approve ComEds requested recovery
    of several items, which previously were recorded as expense.
    However, the ICC disallowed rate base treatment (return) for
    ComEds prepaid pension asset, net of deferred taxes, of
    $639 million, and disallowed the recovery of certain
    administrative and general expenses. These disallowances will
    not result in an immediate write-off since the prepaid pension
    asset will be recovered as pension cost is recognized and
    recovered from customers in the future but will reduce
    ComEds future return on equity until the asset is
    recovered. The ICC rate order also provided for lower returns on
    rate base than ComEd had requested. On August 30, 2006, the
    ICC granted in part, and denied in part, ComEds request
    for rehearing. Other parties also filed requests for rehearing
    which were granted in part and denied in part. Items to be
    considered in that rehearing include administrative and general
    expenses, general and intangible plant, prepaid pension asset,
    capital structure and the allowed return on equity. The
    rehearing process may take up to five months to complete but is
    currently scheduled to be completed by the end of 2006. ComEd or
    any other party may appeal the Rate Case if it is not satisfied
    with the results on rehearing. ComEd intends to do so if
    disallowances contained in the original ICC rate order are not
    changed on rehearing. If an appeal of the Rate Case is
    successful, any resulting adjustments to ComEds rates
    would have only a prospective effect and would not be
    retroactive. Due to the significant negative impact of the ICC
    rate order to the cash flows and value of ComEd, ComEd was
    required to perform an interim impairment assessment during the
    third quarter of 2006 which resulted in recording an after-tax
    impairment charge of $776 million associated with the
    write-off of goodwill. Under GAAP, goodwill is tested for
    impairment at least annually or more frequently if events or
    circumstances indicate that it is more likely than
    not that goodwill may be impaired, such as a significant
    negative regulatory outcome. As of September 30, 2006 and
    December 31, 2005, Exelon and ComEd both had goodwill of
    approximately $2.7 billion and $3.5 billion,
    respectively.
    ComEd Residential Rate Stabilization  ComEd filed a
    residential rate stabilization proposal in 2006 to ease
    residential customers transition after 2006 to cost-based
    rates from frozen rates, which would require regulatory approval
    to implement. The proposal includes an opt-in
    feature to give customers the choice to participate in the
    program. Average annual residential rate increases would be
    capped at 10% in 2007, 2008 and 2009 for customers choosing to
    participate in the program. For those customers, costs that
    exceed the caps would be deferred and recovered with carrying
    charges of 6.5% over three years from 2010 to 2012. If
    ComEds rate increases are less than the caps in 2008 and
    2009, ComEd would begin to recover deferred amounts up to the
    caps with carrying costs. The plan would terminate under a force
    majeure event, upon a ComEd bankruptcy, or if ComEds
    senior unsecured credit rating for at least one of the three
    major credit rating agencies falls below investment grade.
    Although the action by Standard & Poors
    Corporation (S&P) on October 5, 2006 to lower
    ComEds senior unsecured credit ratings to below investment
    grade would, if the program were in effect, result in
    termination of the program, ComEd has asked the ICC to continue
    to consider the proposal because S&P has indicated it may
    reevaluate its ratings on ComEd if no rate freeze legislation is
    passed. On October 20, 2006, the administrative law judge
    reviewing the residential rate stabilization program issued a
    proposed order which is consistent with ComEds proposal
    for this program. However, the ultimate outcome is uncertain
    pending the final ICC order and the status of ComEds
    credit ratings.
    Illinois Rate Freeze Extension Proposal  On
    February 24, 2006, House Bill 5766 was introduced in the
    Illinois General Assembly and was referred to the
    Rules Committee. House Bill 5766, if enacted, would extend
    the current rate freeze in Illinois until at least 2010. The
    Illinois General Assembly took no action on the bill and is now
    adjourned. It is scheduled to resume session in November 2006.
    In light of the power supply auction results, there have
    recently been renewed efforts to pass similar legislation as
    part of Senate Bill 1714, which was approved by the House
    Electric Utility Oversight Committee. ComEd believes the
    proposed legislation, if enacted into law, would have serious
    detrimental effects on Illinois, ComEd and 90




---



##### 



consumers of electricity. ComEd believes the proposed rate
    freeze extension, if enacted into law, will violate Federal law
    and the U.S. Constitution, and ComEd is prepared to
    vigorously challenge any such enacted rate freeze legislation in
    court.  
    Nuclear Fleet Inspection  In February 2006, Exelon
    and Generation launched an initiative across its nuclear fleet
    to systematically assess systems that handle tritium and take
    the necessary actions to minimize the risk of inadvertent
    discharge of tritium into the environment. The initiative was in
    response to the detection of tritium in water samples taken
    related to leaks at the Braidwood, Byron and Dresden nuclear
    generating stations in Illinois. On September 28, 2006,
    Generation announced the final results of the assessment,
    concluding that no active leaks had been identified at any of
    Generations 11 nuclear plants and no detectable tritium
    had been identified beyond any of the plants boundaries
    other than from permitted discharges, with the exception of
    Braidwood where past accidental tritiated water spills have been
    identified and state-approved cleanup work continues. The
    assessment further concluded that none of the tritium
    concentrations identified in the assessment pose a health or
    safety threat to the public or to Generations employees or
    contractors.  Outlook for 2006 and Beyond.
  
    Certain governmental officials and consumer advocacy groups
    claim that ComEds retail rates for electricity should not
    be based solely on its cost to procure electricity in the
    wholesale market. If the price at which ComEd is allowed to sell
    electricity beginning in 2007 is below ComEds cost to
    procure and deliver electricity, there will be material adverse
    consequences to ComEd, which could result in material adverse
    consequences to Exelon and, in the event of a ComEd bankruptcy
    filing, possibly material adverse consequences to Generation.
    However, the ICCs unanimous approval of the
    reverse-auction process, barring any successful appeals or
    change in law, should provide ComEd with stability and greater
    certainty that it will be able to procure 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 is subject to electric rate caps on its transmission and
    distribution rates through December 31, 2006 and on its
    generation rates through December 31, 2010. PECOs
    transmission and distribution rates will continue in effect
    after the expiration of the caps 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,
    however, 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 fully recover PECOs applicable costs on a
    dollar-for-dollar
    basis.
    Effective January 1, 2007, in accordance with its 1998
    restructuring settlement with the Pennsylvania Public Utility
    Commission (PAPUC), PECO will implement an electric generation
    rate increase resulting in approximately $190 million of
    additional operating revenues in 2007 as compared to 2006 and a
    corresponding increase in purchased power from affiliate, in
    accordance with PECOs purchased power agreement (PPA) with
    Generation, with no resulting impact on pre-tax operating
    income. The impact of this rate increase on Exelon will be an
    increase in operating revenues and pre-tax operating income of
    approximately $190 million. The impact on Generation will
    be an increase in operating revenues from affiliates and pre-tax
    operating income of approximately $190 million.
    The price of power purchased and sold in the open wholesale
    energy markets can vary significantly in response to market
    conditions. Generally, between 60% and 70% of Generations
    supply currently serves ComEd and PECO customers. Consequently,
    Generation has historically limited its earnings exposure from
    the volatility of the wholesale energy market to the energy
    generated in excess of the ComEd and PECO requirements, as well
    as any other contracted longer term obligations. Following the
    expiration of the PPA with ComEd at the end of 2006, Generation
    will be exposed to increased commodity price risk associated
    with the electricity historically sold to serve ComEds
    load obligations that will now be sold at market-based prices
    and will continue to be exposed to fluctuations in commodity
    prices for electricity after 2006 for the unhedged portion of
    its electricity trading portfolio. This increase in risk is
    partially mitigated by the 91




---



##### 



reduction of risks attributable to peaking costs associated with
    the prior load obligations under the ComEd PPA that expires at
    the end of 2006. For 2007, Generation has hedges in place that
    result in a Midwest risk profile similar to previous years.
    Generation has been and will continue to be proactive in looking
    for hedging strategies to mitigate this risk in subsequent years
    as well.  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 ComEd
    and PECOs requirements have improved due to its
    significant capacity of low-cost nuclear generating facilities.
    Generations ability to maintain those margins will depend
    on future fossil fuel prices and its ability to obtain high
    capacity factors at its nuclear plants. As mentioned previously,
    due to the expiration of the PPA between ComEd and Generation,
    Exelon will increase the amount of power sold into the wholesale
    energy market. Based on recent increases in market prices and
    forward contracts entered into in 2006, power now being sold to
    ComEd is likely to be sold in 2007 at higher prices than the
    prices previously received as part of the PPA.  
    Federal and state governing bodies have begun to introduce, and
    in some cases approve, legislation mandating the future use of
    renewable and alternative fuel sources, such as wind, solar,
    biomass and geothermal. The extent of the use of these renewable
    and alternative fuel sources varies by state and could change.
    The future requirement to use these renewable and alternative
    fuel sources for some portion of ComEds and PECOs
    distribution sales could result in increased fuel costs and
    capital expenditures.
    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
    to either further limit 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 in 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.  Critical
    Accounting Policies and Estimates
  Form 10-K
 92




---



##### 



Stock-Based
    Compensation Cost (Exelon, ComEd, PECO and
    Generation)
  SFAS No. 123-R,
  Goodwill
    (Exelon and ComEd)
      New
    Accounting Pronouncements
   93




---



##### 



Results
    of Operations  Exelon Corporation
  Three
    Months Ended September 30, 2006 Compared To Three Months
    Ended September 30, 2005
  Three MonthsEnded


FavorableSeptember 30,


(Unfavorable)Exelon Corporation

2006


2005


VarianceOperating revenues

$
4,401


$
4,473


$
(72
)Operating
    expensesPurchased power and fuel expense


1,485



1,692



207Operating and maintenance expense


1,084



900



(184
)Depreciation and amortization


400



358



(42
)Impairment of goodwill


776







(776
)Taxes other than income


218



211



(7
)Total operating expenses


3,963



3,161



(802
)Operating income


438



1,312



(874
)Other income and deductions


(117
)


(244
)


127Income (loss) from continuing
    operations before income taxes


321



1,068



(747
)Income taxes


366



344



(22
)Income (loss) from continuing
    operations


(45
)


724



(769
)Income from discontinued
    operations, net of income taxes


1



1



Net income (loss)

$
(44
)

$
725


$
(769
)Diluted earnings (loss) per
    share

$
(0.07
)

$
1.07


$
(1.14
)   Net Income (Loss).
  Operating Revenues.
  Purchased Power and Fuel
    Expense.
  Operating and Maintenance
    Expense.
 94




---



##### 



Depreciation and Amortization
    Expense.
  Impairment at ComEd.
  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


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceComEd

$
(506
)

$
224


$
(730
)PECO


134



166



(32
)Generation


393



334



59Other(a)


(66
)






(66
)Total

$
(45
)

$
724


$
(769
)     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises,
    investments in synthetic fuel-producing facilities and
    intersegment eliminations. 95




---



##### 



Net
    Income (Loss) by Business Segment
  Three Months Ended


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceComEd

$
(506
)

$
224


$
(730
)PECO


134



166



(32
)Generation


394



335



59Other(a)


(66
)






(66
)Total

$
(44
)

$
725


$
(769
)     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises,
    investments in synthetic fuel-producing facilities and
    intersegment eliminations.  Results
    of Operations  ComEd
  Three Months Ended


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceOperating revenues

$
1,840


$
1,948


$
(108
)Operating expensesPurchased power


994



1,082



88Operating and maintenance


210



211



1Impairment of goodwill


776







(776
)Depreciation and amortization


115



111



(4
)Taxes other than income


83



81



(2
)Total operating expenses


2,178



1,485



(693
)Operating income
    (loss)


(338
)


463



(801
)Other income and
    deductionsInterest expense, net


(78
)


(71
)


(7
)Equity in losses of unconsolidated
    affiliates


(2
)


(3
)


1Other, net


89



(10
)


99Total other income and deductions


9



(84
)


93Income (loss) before income
    taxes


(329
)


379



(708
)Income taxes


177



155



(22
)Net income (loss)

$
(506
)

$
224


$
(730
)   Net Income.
 96




---



##### 



Operating Revenues.
  Increase(Decrease)Weather

$
(95
)Customer choice


(43
)Volume


17Rate changes and mix


5Retail revenue


(116
)Wholesale and miscellaneous
    revenues


6Mark-to-market
    wholesale contract


2Decrease in operating revenues

$
(108
)   Weather.
  Customer choice.
    Three Months EndedSeptember 30,2006


2005Retail customers purchasing energy
    from an alternative electric supplier:Volume (GWhs)(a)


6,301



5,176Percentage of total retail
    deliveries


25
%


19
%Retail customers purchasing energy
    from an alternative electric supplier or the ComEd PPO:Number of customers at period end


12,900



21,500Percentage of total retail
    customers


(b
)


(b
)Volume (GWhs)(a)


6,500



8,367Percentage of total retail
    deliveries


25
%


31
%     (a)
    
    One GWh is the equivalent of one
    million kWh.(b)
    
    Less than one percent.  Volume.
 97




---



##### 



Rate changes and mix. year-over-year
  Wholesale and miscellaneous revenues.
  Mark-to-market
    wholesale
    contract. Market-to-market mark-to-market
  Purchased Power Expense.
  Increase(Decrease)Customer choice

$
(43
)Weather


(40
)Prices


(16
)SECA rates


7Volume


3Other


1Decrease in purchased power expense

$
(88
)   Customer choice.
  Weather.
  Prices.
  Seams Elimination Charge/Cost Adjustment/Assignment (SECA)
    rates.
  Volume.
 98




---



##### 



Operating and Maintenance Expense.
  Increase(Decrease)ICC rate order(a)

$
(45
)Severance-related expenses


13Fringe benefits(b)


9Customers Affordable
    Reliable Energy (CARE) program(c)


6Incremental storm costs


4Environmental-related costs


3Wages and salaries


3PSEG merger integration costs


1Other


5Decrease in operating and
    maintenance expense

$
(1
)     (a)
    
    As a result of the July 2006 ICC
    rate order, ComEd recorded one-time benefits reversing
    previously incurred expenses including manufactured gas plant
    (MGP) costs and procurement case costs. See Notes 5 and 13
    of the Combined Notes to the Consolidated Financial Statements
    for additional information.(b)
    
    Reflects increases in various
    fringe benefits including increased stock-based compensation
    expense of $5 million and increased pension and other
    postretirement benefits costs of $6 million.(c)
    
    See Note 5 of the Combined
    Notes to the Consolidated Financial Statements for additional
    information.  Impairment of Goodwill.
  Depreciation and Amortization
    Expense.
  IncreaseDepreciation expense associated
    with higher plant balances

$
3Other amortization expense


1Increase in depreciation and
    amortization expense

$
4   Taxes Other Than Income.
  Interest Expense, Net.
 99




---



##### 



Other, Net.
  Increase(Decrease)ICC rate order(a)

$
87Loss on settlement of 2005 cash
    flow swaps


15Other


(3
)Increase in other, net

$
99     (a)
    
    As a result of the July 2006 ICC
    rate order, ComEd recorded a one-time benefit associated with
    reversing previously incurred expenses to retire debt early. See
    Notes 5 and 13 of the Combined Notes to the Consolidated
    Financial Statements for additional information.  Income Taxes.
  ComEd
    Electric Operating Statistics and Revenue Detail
  Three MonthsEnded September 30,Retail Deliveries  (in GWhs)

2006


2005


Variance


% ChangeFull
    service(a)Residential


8,656



9,847



(1,191
)


(12.1
)%Small commercial &
    industrial


6,917



5,872



1,045



17.8
%Large commercial &
    industrial


3,032



2,024



1,008



49.8
%Public authorities &
    electric railroads


577



496



81



16.3
%Total full service


19,182



18,239



943



5.2
%PPOSmall commercial &
    industrial


144



1,667



(1,523
)


(91.4
)%Large commercial &
    industrial


55



1,524



(1,469
)


(96.4
)%199



3,191



(2,992
)


(93.8
)%Delivery
    only(b)Small commercial &
    industrial


1,748



1,391



357



25.7
%Large commercial &
    industrial


4,553



3,785



768



20.3
%6,301



5,176



1,125



21.7
%Total PPO and delivery only


6,500



8,367



(1,867
)


(22.3
)%Total retail
    deliveries


25,682



26,606



(924
)


(3.5
)%     (a)
    
    Full service reflects deliveries to
    customers taking electric service under tariffed rates.(b)
    
    Delivery only service reflects
    customers electing to receive generation service from an
    alternative electric supplier.  100




---



##### 



Three MonthsEnded September 30,Electric Revenue

2006


2005


Variance


% ChangeFull
    service(a)Residential

$
802


$
903


$
(101
)


(11.2
)%Small commercial &
    industrial


584



492



92



18.7
%Large commercial &
    industrial


181



115



66



57.4
%Public authorities &
    electric railroads


36



31



5



16.1
%Total full service


1,603



1,541



62



4.0
%PPO(b)Small commercial &
    industrial


15



120



(105
)


(87.5
)%Large commercial &
    industrial


5



94



(89
)


(94.7
)%20



214



(194
)


(90.7
)%Delivery
    only(c)Small commercial &
    industrial


28



20



8



40.0
%Large commercial &
    industrial


48



40



8



20.0
%76



60



16



26.7
%Total PPO and delivery only


96



274



(178
)


(65.0
)%Total electric retail
    revenues


1,699



1,815



(116
)


(6.4
)%Wholesale and miscellaneous
    revenue(d)


139



133



6



4.5
%Mark-to-market
    wholesale contract


2







2



n.m.Total operating
    revenues

$
1,840


$
1,948


$
(108
)


(5.5
)%     (a)
    
    Full service revenue reflects
    deliveries to customers taking electric service under tariff
    rates which include the cost of energy and the cost of
    transmission and distribution of the energy.(b)
    
    Revenues from customers choosing
    the PPO include an energy charge at market rates, transmission
    and distribution charges, and a CTC.(c)
    
    Delivery only revenues reflect
    revenue under tariff rates from customers electing to receive
    generation service from an alternative electric supplier, which
    includes a distribution charge and a CTC.(d)
    
    Wholesale and miscellaneous
    revenues include transmission revenue (including revenue from
    PJM), sales to municipalities and other wholesale energy sales.  n.m. Not meaningful 101




---



##### 



Results
    of Operations  PECO
  Three MonthsEnded


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceOperating revenues

$
1,379


$
1,322


$
57Operating expensesPurchased power and fuel


666



626



(40
)Operating and maintenance


191



143



(48
)Depreciation and amortization


204



159



(45
)Taxes other than income


81



74



(7
)Total operating expenses


1,142



1,002



(140
)Operating income


237



320



(83
)Other income and
    deductionsInterest expense, net


(66
)


(70
)


4Equity in losses of unconsolidated
    affiliates


(2
)


(4
)


2Other, net


11



2



9Total other income and deductions


(57
)


(72
)


15Income before income
    taxes


180



248



(68
)Income taxes


46



82



36Net income


134



166



(32
)Preferred stock dividends


1



1



Net income on common
    stock

$
133


$
165


$
(32
)   Net Income.
  Operating Revenues.
  TotalIncreaseElectric


Gas


(Decrease)Rate increases

$
74


$
5


$
79Customer choice


15







15Volume


(24
)


1



(23
)Weather


(18
)






(18
)Other rate changes and mix


(11
)






(11
)Retail revenue


36



6



42Wholesale and miscellaneous
    revenues


19



(4
)


15Increase in operating revenues

$
55


$
2


$
57  102




---



##### 



Rate increases.
  Customer choice.
    Three Months Ended September 30,2006


2005Retail customers purchasing energy
    from an alternative electric supplier:Number of customers at period end


36,700



65,500Percentage of total retail
    customers


2
%


4
%Volume (GWhs)(a)


204



516Percentage of total retail
    deliveries


2
%


5
%     (a)
    
    One GWh is the equivalent of one
    million kWh.    Volume.
  Weather.
  Other rate changes and mix.
  Wholesale and miscellaneous revenues.
 103




---



##### 



Purchased Power and Fuel Expense.
  TotalIncreaseElectric


Gas


(Decrease)Prices

$
26


$
5


$
31Customer choice


15







15PJM transmission


7







7Volume


(11
)


(4
)


(15
)Weather


(8
)






(8
)Other


11



(1
)


10Increase in purchased power and
    fuel expense

$
40


$



$
40   Prices.
  Customer choice.
  PJM transmission.
  Volume.
  Weather.
  Other.
  Operating and Maintenance Expense.
  Increase(Decrease)Storm costs

$
32Contractors(a)


17Severance-related expenses


4Allowance for uncollectible
    accounts


3Fringe benefits(b)


(5
)Injuries and damages


(5
)Other


2Increase in operating and
    maintenance expense

$
48     (a)
    
    Reflects higher professional fees
    associated with tax consulting, including $6 million
    related to an investment tax credit refund in the third quarter
    of 2006, and various other increases. See Note 13 of the
    Combined Notes to Consolidated Financial Statements for
    additional information regarding the investment tax credit
    refund.(b)
    
    Reflects lower workers compensation
    expense in 2005 and increased stock-based compensation expense
    of $2 million in 2006. 104




---



##### 



Depreciation and Amortization
    Expense.
  Taxes Other Than Income.
  IncreaseSales and use tax adjustment in
    2005

$
3Other


4Increase in taxes other than income

$
7   Interest Expense, Net.
  Other, Net.
  Income Taxes.
  PECO
    Electric Operating Statistics and Revenue Detail
    Three MonthsEndedSeptember 30,Retail Deliveries  (in GWhs)

2006


2005


Variance


% ChangeFull
    service(a)Residential


3,787



4,075



(288
)


(7.1
)%Small commercial &
    industrial


2,146



2,175



(29
)


(1.3
)%Large commercial &
    industrial


4,455



4,214



241



5.7
%Public authorities &
    electric railroads


217



222



(5
)


(2.3
)%Total full service


10,605



10,686



(81
)


(0.8
)%Delivery
    only(b)Residential


17



95



(78
)


(82.1
)%Small commercial &
    industrial


183



326



(143
)


(43.9
)%Large commercial &
    industrial


4



95



(91
)


(95.8
)%Total delivery only


204



516



(312
)


(60.5
)%Total retail
    deliveries


10,809



11,202



(393
)


(3.5
)%     (a)
    
    Full service reflects deliveries to
    customers taking electric service under tariff rates.(b)
    
    Delivery only service reflects
    customers receiving electric generation service from an
    alternative electric supplier.  105




---



##### 



Three MonthsEndedSeptember 30,Electric Revenue

2006


2005


Variance


% ChangeFull
    service(a)Residential

$
570


$
578


$
(8
)


(1.4
)%Small commercial &
    industrial


276



257



19



7.4
%Large commercial &
    industrial


363



325



38



11.7
%Public authorities &
    electric railroads


21



19



2



10.5
%Total full service


1,230



1,179



51



4.3
%Delivery
    only(b)Residential


1



8



(7
)


(87.5
)%Small commercial &
    industrial


11



17



(6
)


(35.3
)%Large commercial &
    industrial






2



(2
)


(100.0
)%Total delivery only


12



27



(15
)


(55.6
)%Total electric retail
    revenues


1,242



1,206



36



3.0
%Miscellaneous revenues(c)


68



49



19



38.8
%Total electric and other
    revenue

$
1,310


$
1,255


$
55



4.4
%     (a)
    
    Full service revenue reflects
    revenue from customers taking electric 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 an
    alternative electric 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 MonthsEndedSeptember 30,Deliveries to customers (in million cubic feet (mmcf))

2006


2005


Variance


% ChangeRetail sales


3,950



3,786



164



4.3
%Transportation


6,184



5,755



429



7.5
%Total


10,134



9,541



593



6.2
%   Three MonthsEndedSeptember 30,Revenue

2006


2005


Variance


% ChangeRetail sales

$
64


$
58


$
6



10.3
%Transportation


4



4







Resales and other


1



5



(4
)


(80.0
)%Total gas revenue

$
69


$
67


$
2



3.0
%  106




---



##### 



Results
    of Operations  Generation
  Three Months Ended


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceOperating revenues

$
2,635


$
2,711


$
(76
)Operating expensesPurchased power and fuel


1,273



1,488



215Operating and maintenance


574



537



(37
)Depreciation and amortization


71



63



(8
)Taxes other than income


49



48



(1
)Total operating expenses


1,967



2,136



169Operating income


668



575



93Other income and
    deductionsInterest expense


(38
)


(33
)


(5
)Equity in losses of unconsolidated
    affiliates


(5
)


(2
)


(3
)Other, net


12



13



(1
)Total other income and deductions


(31
)


(22
)


(9
)Income from continuing
    operations before income taxes


637



553



84Income taxes


244



219



(25
)Income from continuing
    operations


393



334



59Income from discontinued
    operations, net of income taxes


1



1



Net income

$
394


$
335


$
59   Net Income. quarter-over-quarter
 107




---



##### 



Operating Revenues.
  Three MonthsEndedSeptember 30,Revenue

2006


2005


Variance


% ChangeElectric sales to affiliates

$
1,429


$
1,484


$
(55
)


(3.7
)%Wholesale and retail electric sales


1,034



1,038



(4
)


(0.4
)%Total electric sales revenue


2,463



2,522



(59
)


(2.3
)%Retail gas sales


65



77



(12
)


(15.6
)%Trading portfolio


10



4



6



n.m.Other operating revenue(a)


97



108



(11
)


(10.2
)%Total operating revenue

$
2,635


$
2,711


$
(76
)


(2.8
)%     (a)
    
    Includes sales related to tolling
    agreements, fossil fuel sales, operating service agreements and
    decommissioning revenue from ComEd and PECO.  n.m. Not meaningful  Three MonthsEndedSeptember 30,Sales (in GWhs)

2006


2005


Variance


% ChangeElectric sales to affiliates


33,927



35,773



(1,846
)


(5.2
)%Wholesale and retail electric sales


19,075



19,525



(450
)


(2.3
)%Total electric sales


53,002



55,298



(2,296
)


(4.2
)%     Electric sales to affiliates.
  Wholesale and retail electric sales.
  Increase(Decrease)Price

$
22Volume


(26
)Decrease in wholesale and retail
    electric sales

$
(4
)    108




---



##### 



Retail gas sales.
  Other revenue.
  Purchased Power and Fuel
    Expense.
  Three MonthsEndedSeptember 30,Supply Source (in GWhs)

2006


2005


Variance


% ChangeNuclear generation(a)


35,867



35,584



283



0.8
%Purchases  non-trading
    portfolio


13,341



15,393



(2,052
)


(13.3
)%Fossil and hydroelectric generation


3,794



4,321



(527
)


(12.2
)%Total supply


53,002



55,298



(2,296
)


(4.2
)%     (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

$
(34
)

$
(153
)

$
(187
)Generation cost


(17
)


(2
)


(19
)Fuel resale cost


2



(6
)


(4
)Mark-to-market


n.m.



n.m.



(5
)Decrease in purchased power and
    fuel expense

$
(49
)

$
(161
)

$
(215
)     n.m. Not meaningful  Purchased Power Cost.
  Generation Cost.
  Fuel Resale Cost.
  Mark-to-market. Mark-to-market Mark-to-market
 109




---



##### 



Three Months EndedSeptember 30,($/MWh)

2006


2005


% ChangeAverage electric revenueElectric sales to affiliates

$
42.12


$
41.48



1.5
%Wholesale and retail electric sales


54.21



53.16



2.0
%Total  excluding the
    trading portfolio


46.47



45.61



1.9
%Average electric supply
    cost (a)  excluding the trading portfolio


22.66



25.53



(11.2
)%Average margin 
    excluding the trading portfolio


23.81



20.08



18.6
%     (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 MonthsEndedSeptember 30,2006


2005Nuclear fleet capacity factor(a)


95.8
%


95.0
%Nuclear fleet production cost per
    MWh(a)

$
12.79


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

$
25Pension, payroll and benefit costs


30Decommissioning-related activity


(24
)Other


6Increase in operating and
    maintenance expense

$
37  110




---



##### 




    A $25 million increase in nuclear refueling outage costs
    associated with the additional planned refueling outage days
    during the three months ended September 30, 2006 as
    compared to the same period in 2005.
    A $30 million increase in various fringe benefits including
    increased stock-based compensation expense of $8 million
    and increased direct and allocated costs related to payroll,
    severance, pension and other postretirement benefits expense.
    A $24 million decrease in decommissioning-related activity
    expenses, primarily due to a $17 million credit, recorded
    in the third quarter of 2006, required to offset a deferred tax
    expense within income taxes. Together, these amounts had no net
    impact on results of operations for the three months ended
    September 30, 2006 as they offset in income tax expense.  Depreciation and Amortization.
  Interest Expense. pre-1983
  Effective Income Tax Rate.
  Discontinued Operations.
 111




---



##### 



Results
    of Operations  Exelon Corporation
  Nine
    Months Ended September 30, 2006 Compared To Nine Months
    Ended September 30, 2005
  Nine MonthsEnded


FavorableSeptember 30,


(Unfavorable)Exelon Corporation

2006


2005


VarianceOperating revenues

$
11,960


$
11,519


$
441Operating expensesPurchased power and fuel expense


4,020



4,040



20Operating and maintenance expense


2,989



2,776



(213
)Depreciation and amortization


1,135



1,003



(132
)Impairment of goodwill


776







(776
)Taxes other than income


582



560



(22
)Total operating expenses


9,502



8,379



(1,123
)Operating income


2,458



3,140



(682
)Other income and deductions


(532
)


(614
)


82Income from continuing
    operations before income taxes


1,926



2,526



(600
)Income taxes


929



779



(150
)Income from continuing
    operations


997



1,747



(750
)Income from discontinued
    operations, net of income taxes


3



13



(10
)Net income

$
1,000


$
1,760


$
(760
)Diluted earnings per
    share

$
1.48


$
2.60


$
(1.12
)   Net Income. SFAS No. 123-R, mark-to-market mark-to-market
  Operating Revenues.
 112




---



##### 



Purchased Power and Fuel
    Expense.
  Operating and Maintenance
    Expense. SFAS No. 123-R, mark-to-market
  Impairment at ComEd.
  Depreciation and Amortization
    Expense.
  Taxes Other Than Income.
  Other Income and Deductions. pre-1983
  Effective Income Tax Rate.
  Discontinued Operations.
    Results
    of Operations by Business Segment
   113




---



##### 



Income
    (Loss) from Continuing Operations by Business Segment
  Nine MonthsEnded


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceComEd

$
(325
)

$
403


$
(728
)PECO


320



405



(85
)Generation


1,159



935



224Other(a)


(157
)


4



(161
)Total

$
997


$
1,747


$
(750
)     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises,
    investments in synthetic fuel-producing facilities and
    intersegment eliminations.  Net
    Income (Loss) by Business Segment
  Nine MonthsEnded


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceComEd

$
(325
)

$
403


$
(728
)PECO


320



405



(85
)Generation


1,163



951



212Other(a)


(158
)


1



(159
)Total

$
1,000


$
1,760


$
(760
)     (a)
    
    Other includes corporate
    operations, shared service entities, including BSC, Enterprises,
    investments in synthetic fuel-producing facilities and
    intersegment eliminations. 114




---



##### 



Results
    of Operations  ComEd
  Nine Months


FavorableEnded September 30,


(Unfavorable)2006


2005


VarianceOperating revenues

$
4,720


$
4,822


$
(102
)Operating expensesPurchased power


2,623



2,761



138Operating and maintenance


644



614



(30
)Impairment of goodwill


776







(776
)Depreciation and amortization


320



308



(12
)Taxes other than income


234



232



(2
)Total operating expenses


4,597



3,915



(682
)Operating income


123



907



(784
)Other income and
    deductionsInterest expense, net


(230
)


(220
)


(10
)Equity in losses of unconsolidated
    affiliates


(8
)


(11
)


3Other, net


90







90Total other income and deductions


(148
)


(231
)


83Income before income
    taxes


(25
)


676



(701
)Income taxes


300



273



(27
)Net income (loss)

$
(325
)

$
403


$
(728
)   Net Income.
  Operating Revenues.
  Increase(Decrease)Weather

$
(187
)Customer choice


(12
)Volume


64Rate changes and mix


17Retail revenue


(118
)Wholesale and miscellaneous
    revenues


21Mark-to-market
    wholesale contract


(5
)Decrease in operating revenues

$
(102
)   Weather.
  Customer choice.
 115




---



##### 



Nine MonthsEnded September 30,2006


2005Retail customers purchasing energy
    from an alternative electric supplier:Volume (GWhs)(a)


15,209



14,827Percentage of total retail
    deliveries


22
%


21
%Retail customers purchasing energy
    from an alternative electric supplier or the ComEd PPO:Number of customers at period end


12,900



21,500Percentage of total retail
    customers


(b
)


(b
)Volume (GWhs)(a)


19,929



23,595Percentage of total retail
    deliveries


29
%


34
%     (a)
    
    One GWh is the equivalent of one
    million kWh.(b)
    
    Less than one percent.  Volume.
  Rate changes and mix. year-over-year
  Wholesale and miscellaneous revenues.
  Mark-to-market
    wholesale
    contract. Market-to-market mark-to-market
 116




---



##### 



Purchased Power Expense.
  Increase(Decrease)Prices

$
(96
)Weather


(92
)Customer choice


(16
)SECA rates


31Volume


30PJM transmission


3Other


2Decrease in purchased power expense

$
(138
)   Prices.
  Weather.
  Customer choice.
  SECA rates.
  Volume.
  PJM transmission.
 117




---



##### 



Operating and Maintenance Expense.
  Increase(Decrease)Fringe benefits(a)

$
23Severance-related expenses


15Wages and salaries


12CARE program(b)


7PSEG merger integration costs


5Rent and lease expense


4Corporate allocations


3ICC rate order(c)


(45
)Other


6Increase in operating and
    maintenance expense

$
30     (a)
    
    Reflects increases in various
    fringe benefits including increased stock-based compensation
    expense of $18 million primarily due to the adoption of
    SFAS No. 123-R
    on January 1, 2006 and increased pension and other
    postretirement benefits costs of $9 million.(b)
    
    See Note 5 of the Combined
    Notes to the Consolidated Financial Statements for additional
    information.(c)
    
    As a result of the July 2006 ICC
    rate order, ComEd recorded one-time benefits associated with
    reversing previously incurred expenses including MGP costs and
    procurement case costs. See Notes 5 and 13 of the Combined
    Notes to the Consolidated Financial Statements for additional
    information.  Impairment of Goodwill.
  Depreciation and Amortization
    Expense.
  IncreaseDepreciation expense associated
    with higher plant balances

$
8Other amortization expense


4Increase in depreciation and
    amortization expense

$
12   Taxes Other Than Income.
  Interest Expense, Net.
 118




---



##### 



Other, Net.
  Increase(Decrease)ICC rate order(a)

$
87Loss on settlement of 2005 cash
    flow swaps


15Loss on disposition of assets and
    investments, net


(4
)Sale of receivable in 2005


(3
)Other


(5
)Increase in other, net

$
90     (a)
    
    As a result of the July 2006 ICC
    rate order, ComEd recorded a one-time benefit associated with
    reversing previously incurred expenses to retire debt early. See
    Notes 5 and 13 of the Combined Notes to the Consolidated
    Financial Statements for additional information.  Income Taxes.
  ComEd
    Electric Operating Statistics and Revenue Detail
  Nine MonthsEndedSeptember 30,Retail Deliveries  (in GWhs)

2006


2005


Variance


% ChangeFull
    service(a)Residential


21,577



23,193



(1,616
)


(7.0
)%Small commercial &
    industrial


17,945



16,083



1,862



11.6
%Large commercial &
    industrial


7,641



5,907



1,734



29.4
%Public authorities &
    electric railroads


1,692



1,548



144



9.3
%Total full service


48,855



46,731



2,124



4.5
%PPOSmall commercial &
    industrial


2,467



4,126



(1,659
)


(40.2
)%Large commercial &
    industrial


2,253



4,642



(2,389
)


(51.5
)%4,720



8,768



(4,048
)


(46.2
)%Delivery
    only(b)Small commercial &
    industrial


3,933



4,554



(621
)


(13.6
)%Large commercial &
    industrial


11,276



10,273



1,003



9.8
%15,209



14,827



382



2.6
%Total PPO and delivery only


19,929



23,595



(3,666
)


(15.5
)%Total retail
    deliveries


68,784



70,326



(1,542
)


(2.2
)%     (a)
    
    Full service reflects deliveries to
    customers taking electric service under tariffed rates.(b)
    
    Delivery only service reflects
    customers electing to receive generation service from an
    alternative electric supplier.  119




---



##### 



Nine MonthsEnded September 30,Electric Revenue

2006


2005


Variance


% ChangeFull
    service(a)Residential

$
1,899


$
2,027


$
(128
)


(6.3
)%Small commercial &
    industrial


1,423



1,276



147



11.5
%Large commercial &
    industrial


421



308



113



36.7
%Public authorities &
    electric railroads


104



96



8



8.3
%Total full service


3,847



3,707



140



3.8
%PPO(b)Small commercial &
    industrial


177



285



(108
)


(37.9
)%Large commercial &
    industrial


137



265



(128
)


(48.3
)%314



550



(236
)


(42.9
)%Delivery
    only(c)Small commercial &
    industrial


61



78



(17
)


(21.8
)%Large commercial &
    industrial


115



120



(5
)


(4.2
)%176



198



(22
)


(11.1
)%Total PPO and delivery only


490



748



(258
)


(34.5
)%Total electric retail
    revenues


4,337



4,455



(118
)


(2.6
)%Wholesale and miscellaneous
    revenue(d)


388



367



21



5.7
%Mark-to-market
    wholesale contract


(5
)






(5
)


n.m.Total operating
    revenues

$
4,720


$
4,822


$
(102
)


(2.1
)%     (a)
    
    Full service revenue reflects
    deliveries to customers taking electric service under tariffed
    rates which include the cost of energy and the cost of
    transmission and distribution of the energy.(b)
    
    Revenues from customers choosing
    the PPO include an energy charge at market rates, transmission
    and distribution charges, and a CTC.(c)
    
    Delivery only revenues reflect
    revenue under tariffed rates from customers electing to receive
    generation service from an alternative electric supplier, which
    includes a distribution charge and a CTC.(d)
    
    Wholesale and miscellaneous
    revenues include transmission revenue (including revenue from
    PJM), sales to municipalities and other wholesale energy sales.  n.m. Not meaningful 120




---



##### 



Results
    of Operations  PECO
  Nine MonthsEnded


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceOperating revenues

$
3,933


$
3,661


$
272Operating expensesPurchased power and fuel


2,056



1,827



(229
)Operating and maintenance


479



396



(83
)Depreciation and amortization


547



431



(116
)Taxes other than income


198



189



(9
)Total operating expenses


3,280



2,843



(437
)Operating income


653



818



(165
)Other income and
    deductionsInterest expense, net


(202
)


(211
)


9Equity in losses of unconsolidated
    affiliates


(7
)


(12
)


5Other, net


16



10



6Total other income and deductions


(193
)


(213
)


20Income before income
    taxes


460



605



(145
)Income taxes


140



200



60Net income


320



405



(85
)Preferred stock dividends


3



3



Net income on common
    stock

$
317


$
402


$
(85
)   Net Income.
  Operating Revenues.
  TotalIncreaseElectric


Gas


(Decrease)Rate increases

$
178


$
161


$
339Customer choice


52







52Other rate changes and mix


4







4Weather


(60
)


(82
)


(142
)Volume


9



(12
)


(3
)Retail revenue


183



67



250Wholesale and miscellaneous
    revenues


31



(9
)


22Increase in operating revenues

$
214


$
58


$
272  121




---



##### 



Rate increases.
  Customer choice.
    Nine MonthsEndedSeptember 30,2006


2005Retail customers purchasing energy
    from an alternative electric supplier:Number of customers at period end


36,700



65,500Percentage of total retail
    customers


2
%


4
%Volume (GWhs)(a)


610



1,738Percentage of total retail
    deliveries


2
%


6
%     (a)
    
    One GWh is the equivalent of one
    million kWh.    Other rate changes and mix.
  Weather.
  Volume.
  Wholesale and miscellaneous revenues.
 122




---



##### 



Purchased Power and Fuel Expense.
  TotalIncreaseElectric


Gas


(Decrease)Prices

$
80


$
161


$
241Customer choice


52







52PJM transmission


24







24Weather


(26
)


(68
)


(94
)Volume






(17
)


(17
)Other


27



(4
)


23Increase in purchased power and
    fuel expense

$
157


$
72


$
229   Prices.
  Customer choice.
  PJM transmission.
  Weather.
  Volume.
  Other.
  Operating and Maintenance Expense.
  Increase(Decrease)Storm costs

$
34Allowance for uncollectible
    accounts(a)


23Contractors(b)


15Fringe benefits(c)


9PSEG merger integration costs


4Severance-related expenses


4Environmental reserve(d)


(4
)Other


(2
)Increase in operating and
    maintenance expense

$
83     (a)
    
    Reflects the following factors, all
    of which increased expense in 2006 as compared to 2005:
    (i) higher accounts receivable balances in 2006 compared to
    2005 resulting from increased revenues; (ii) changes in
    PAPUC-approved regulations which 123




---



##### 



relaxed customer payment terms; and
    (iii) an increase in the number of low-income customers
    participating in customer assistance programs, which allow for
    the forgiveness of certain receivables.(b)
    
    Reflects higher professional fees
    associated with tax consulting, including $3 million in the
    second quarter of 2006 and $6 million related to an
    investment tax credit refund in the third quarter of 2006, and
    various other increases. See Note 13 of the Combined Notes
    to Consolidated Financial Statements for additional information
    regarding tax consulting fees and the investment tax credit
    refund.(c)
    
    Reflects increased stock-based
    compensation expense of $8 million primarily due to the
    adoption of
    SFAS No. 123-R
    on January 1, 2006.(d)
    
    Represents a settlement related to
    one Superfund site in the first quarter of 2006. See
    Note 13 of the Combined Notes to Consolidated Financial
    Statements for additional information.  Depreciation and Amortization
    Expense.
  Taxes Other Than Income.
  Increase(Decrease)Taxes on utility revenues(a)

$
10Real estate tax adjustment in
    2005(b)


6State franchise tax adjustment in
    2006(c)


(7
)Sales and use tax adjustments in
    2006 and 2005


(2
)Other


2Increase in taxes other than income

$
9     (a)
    
    As these taxes were collected from
    customers and remitted to the taxing authorities and included in
    revenues and expenses, the increase in tax expense was offset by
    a corresponding increase in revenues. Includes a $3 million
    adjustment for the period 2001 through 2005.(b)
    
    Represents the reduction of a real
    estate tax accrual in the first quarter of 2005 following
    settlements related to prior year tax assessments.(c)
    
    Represents the reduction of tax
    accruals in the second quarter of 2006 following settlements
    related to prior year tax assessments.  Interest Expense, Net.
  Other, Net.
  Income Taxes.
 124




---



##### 



PECO
    Electric Operating Statistics and Revenue Detail
    Nine MonthsEndedSeptember 30,Retail Deliveries  (in GWhs)

2006


2005


Variance


% ChangeFull
    service(a)Residential


9,703



10,030



(327
)


(3.3
)%Small commercial &
    industrial


5,899



5,637



262



4.6
%Large commercial &
    industrial


12,032



11,429



603



5.3
%Public authorities &
    electric railroads


689



653



36



5.5
%Total full service


28,323



27,749



574



2.1
%Delivery
    only(b)Residential


50



273



(223
)


(81.7
)%Small commercial &
    industrial


528



1,038



(510
)


(49.1
)%Large commercial &
    industrial


32



427



(395
)


(92.5
)%Total delivery only


610



1,738



(1,128
)


(64.9
)%Total retail
    deliveries


28,933



29,487



(554
)


(1.9
)%     (a)
    
    Full service reflects deliveries to
    customers taking electric service under tariffed rates.(b)
    
    Delivery only service reflects
    customers receiving electric generation service from an
    alternative electric supplier.  Nine MonthsEndedSeptember 30,Electric Revenue

2006


2005


Variance


% ChangeFull
    service(a)Residential

$
1,365


$
1,322


$
43



3.3
%Small commercial &
    industrial


722



643



79



12.3
%Large commercial &
    industrial


978



871



107



12.3
%Public authorities &
    electric railroads


63



59



4



6.8
%Total full service


3,128



2,895



233



8.0
%Delivery
    only(b)Residential


4



21



(17
)


(81.0
)%Small commercial &
    industrial


29



52



(23
)


(44.2
)%Large commercial &
    industrial


1



11



(10
)


(90.9
)%Total delivery only


34



84



(50
)


(59.5
)%Total electric retail
    revenues


3,162



2,979



183



6.1
%Miscellaneous revenues(c)


185



154



31



20.1
%Total electric and other
    revenue

$
3,347


$
3,133


$
214



6.8
%     (a)
    
    Full service revenue reflects
    revenue from customers taking electric service under tariffed
    rates which includes the cost of energy, the cost of
    transmission and distribution of the energy and a CTC.(b)
    
    Delivery only revenue reflects
    revenue from customers receiving generation service from an
    alternative electric supplier, which includes the cost of
    distribution of the energy and a CTC.(c)
    
    Miscellaneous revenues include
    transmission revenue from PJM and other wholesale energy sales. 125




---



##### 



PECO
    Gas Sales Statistics and Revenue Detail
    Nine MonthsEndedSeptember 30,Deliveries to Customers (in million cubic feet (mmcf))

2006


2005


Variance


% ChangeRetail sales


35,163



41,318



(6,155
)


(14.9
)%Transportation


19,203



19,319



(116
)


(0.6
)%Total


54,366



60,637



(6,271
)


(10.3
)%   Nine MonthsEndedSeptember 30,Revenue

2006


2005


Variance


% ChangeRetail sales

$
570


$
503


$
67



13.3
%Transportation


12



12







Resales and other


4



13



(9
)


(69.2
)%Total gas revenue

$
586


$
528


$
58



11.0
%   Results
    of Operations  Generation
  Nine MonthsEnded


FavorableSeptember 30,


(Unfavorable)2006


2005


VarianceOperating revenues

$
7,069


$
6,836


$
233Operating expensesPurchased power and fuel


3,091



3,241



150Operating and maintenance


1,682



1,748



66Depreciation and amortization


210



188



(22
)Taxes other than income


133



122



(11
)Total operating expenses


5,116



5,299



183Operating income


1,953



1,537



416Other income and
    deductionsInterest expense


(120
)


(91
)


(29
)Equity in gains (losses) of
    unconsolidated affiliates


(9
)


2



(11
)Other, net


31



82



(51
)Total other income and deductions


(98
)


(7
)


(91
)Income from continuing
    operations before income taxes


1,855



1,530



325Income taxes


696



595



(101
)Income from continuing
    operations


1,159



935



224Income from discontinued
    operations, net of income taxes


4



16



(12
)Net income

$
1,163


$
951


$
212   Net Income.
 126




---



##### 



Operating Revenues.
  Nine MonthsEndedSeptember 30,Revenue

2006


2005


Variance


% ChangeElectric sales to affiliates

$
3,699


$
3,735


$
(36
)


(1.0
)%Wholesale and retail electric sales


2,723



2,481



242



9.8
%Total electric sales revenue


6,422



6,216



206



3.3
%Retail gas sales


405



361



44



12.2
%Trading portfolio


14



13



1



7.7
%Other revenue(a)


228



246



(18
)


(7.3
)%Total operating revenue

$
7,069


$
6,836


$
233



3.4
%     (a)
    
    Includes sales related to tolling
    agreements, fossil fuel sales, operating service agreements and
    decommissioning revenue from ComEd and PECO.  Nine MonthsEndedSeptember 30,Sales (in GWhs)

2006


2005


Variance


% ChangeElectric sales to affiliates


91,797



92,808



(1,011
)


(1.1
)%Wholesale and retail electric sales


52,128



54,945



(2,817
)


(5.1
)%Total sales


143,925



147,753



(3,828
)


(2.6
)%     Electric sales to affiliates.
  Wholesale and retail electric sales.
  Increase(Decrease)Price

$
375Volume


(133
)Increase in wholesale and retail
    electric sales

$
242  127




---



##### 



Retail gas sales.
  Other revenue.
  Purchased Power and Fuel
    Expense.
  Nine MonthsEndedSeptember 30,Supply Source (in GWhs)

2006


2005


Variance


% ChangeNuclear generation(a)


104,800



103,049



1,751



1.7
%Purchases  non-trading
    portfolio


29,211



34,000



(4,789
)


(14.1
)%Fossil and hydroelectric generation


9,914



10,704



(790
)


(7.4
)%Total supply


143,925



147,753



(3,828
)


(2.6
)%     (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

$
70


$
(338
)

$
(268
)Generation cost


45



6



51Fuel resale cost


99



(32
)


67Mark-to-market


n.m.



n.m.



Decrease in purchased power and
    fuel expense

$
214


$
(364
)

$
(150
)     n.m. Not meaningful  Purchased Power Cost.
  Generation Cost.
  Fuel Resale Cost.
  Mark-to-market. Mark-to-market Mark-to-market
 128




---



##### 



Nine MonthsEndedSeptember 30,($/MWh)

2006


2005


% ChangeAverage electric revenueElectric sales to affiliates

$
40.30


$
40.24



0.1
%Wholesale and retail electric sales


52.24



45.15



15.7
%Total  excluding the
    trading portfolio


44.62



42.07



6.1
%Average electric supply
    cost(a)  excluding the trading portfolio


18.61



19.59



(5.0
)%Average margin 
    excluding the trading portfolio


26.01



22.48



15.7
%     (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.    Nine MonthsEndedSeptember 30,2006


2005Nuclear fleet capacity factor(a)


94.1
%


93.5
%Nuclear fleet production cost per
    MWh(a)

$
13.71


$
12.73     (a)
    
    Excludes Salem, which is operated
    by PSEG Nuclear, LLC.   129




---



##### 



Operating and Maintenance Expense.
  Increase(Decrease)Reduction in ARO

$
(149
)2005 accrual for estimated future
    asbestos-related bodily injury claims


(43
)Other decommissioning-related
    activity


(25
)Pension, payroll and benefit costs


98Tritium related expense and NRC
    fees


22Nuclear refueling outage costs


14Contractors


11Other


6Decrease in operating and
    maintenance expense

$
(66
)     
    The recognition of operating income of $149 million which
    represents the reduction in the ARO balance for the AmerGen
    units (see further discussion in Note 11 of the Combined
    Notes to Consolidated Financial Statements).
    A $43 million liability established in June 2005 for
    estimated future asbestos-related bodily injury claims (see
    Note 13 to the Combined Notes to Consolidated Financial
    Statements for further discussion).
    A $25 million decrease in decommissioning-related activity
    expenses, primarily the result of a $17 million credit,
    recorded in the third quarter of 2006, required to offset a
    deferred tax expense within income taxes. Together, these
    amounts had no net impact on results of operations for the nine
    months ended September 30, 2006 as they offset in income
    tax expense.
    A $98 million increase in various payroll-related expenses
    includes increased stock-based compensation expense of
    $31 million primarily as a result of the adoption of
    SFAS No. 123-R
    as of January 1, 2006 and increased direct and allocated
    costs related to payroll, severance, pension and other
    postretirement benefits expense.
    A $22 million increase for tritium related expenses and
    increased NRC fees.
    A $14 million increase in nuclear refueling outage costs
    associated with the additional planned refueling outage days
    during the nine months ended September 30, 2006 as compared
    to the same period in 2005.
    An $11 million period-over-period increase in contractor
    costs, primarily related to staff augmentation and recurring
    maintenance work at Nuclear and Power.  Depreciation and Amortization.
  Taxes Other Than Income.
  Interest Expense. pre-1983
 130




---



##### 



Other, Net.
  Effective Income Tax Rate.
  Discontinued Operations.
    Liquidity
    and Capital Resources
  Form 10-K
    Cash
    Flows from Operating Activities
   131




---



##### 



Nine MonthsEnded September 30,2006


2005


VarianceNet income

$
1,000


$
1,760


$
(760
)Add (subtract):Non-cash operating activities(a)


2,749



2,228



521Income taxes


64



257



(193
)Changes in working capital and
    other noncurrent assets and liabilities(b)


(259
)


(640
)


381Pension and non-pension
    postretirement benefit contributions


(49
)


(2,059)



2,010Net cash flows provided by
    operations

$
3,505


$
1,546


$
1,959     (a)
    
    Represents depreciation,
    amortization and accretion, deferred income taxes, pension and
    non-pension postretirement benefit expense, equity in losses of
    unconsolidated affiliates, impairment charges 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.   132




---



##### 



Nine MonthsEnded September 30,2006


2005Exelon

$
3,505


$
1,546ComEd


741



37PECO


806



591Generation


1,888



826       ComEd
  
    At September 30, 2006 and December 31, 2005, ComEd had
    accrued payments to Generation under the PPA of
    $175 million and $242 million, respectively. At
    September 30, 2005 and December 31, 2004, ComEd had
    accrued payments to Generation under the PPA of
    $233 million and $189 million, respectively.
    During the third quarter of 2005, ComEd settled
    $325 million of interest rate swaps that were designated as
    cash flow hedges for a loss of $15 million which was paid
    in October 2005. This was recorded as a pre-tax charge to net
    income because the underlying transaction for which these
    interest rate swaps were entered into was no longer probable of
    occurring.  Generation
  
    During the nine months ended September 30, 2006 and 2005,
    Generation had net collections and net disbursements of
    counterparty collateral of $395 million and
    $99 million, respectively. The increase in cash flows was
    primarily due to changes in collateral requirements resulting
    from increased activity within exchange-based markets for energy
    and fossil fuel.
    In January 2005, Exelon received a $102 million Federal
    income tax refund for capital losses generated in 2003 related
    to Generations previously owned investment in Sithe, which
    were carried back to prior periods. In the first quarter of
    2006, Exelon remitted a $98 million payment to the IRS in
    connection with the settlement of the IRSs challenge of
    the timing of the above-described deduction. This payment
    included $6 million of interest which was recognized as
    interest expense in the first quarter of 2006. Exelon expects to
    receive, in either the fourth quarter of 2006 or the first
    quarter of 2007, approximately $92 million related to this
    same deduction in connection with the filing of its 2005 tax
    return.  Cash
    Flows from Investing Activities
    Nine MonthsEndedSeptember 30,2006


2005Exelon

$
(1,986
)

$
(1,685
)ComEd


(670
)


(265
)PECO


(220
)


(136
)Generation


(1,000
)


(856
)  133




---



##### 



Nine MonthsEnded


ProjectedSeptember 30, 2006


2006ComEd

$
704


$
925PECO


241



333Generation


782



1,115Other(a)


25



68Total Exelon capital expenditures

$
1,752


$
2,441     (a)
    
    Other includes corporate operations
    and shared service entities, including BSC.    ComEd and PECO.
  Generation.
    Exelon
  
    Exelon contributed $73 million and $92 million to its
    investments in synthetic fuel-producing facilities during the
    nine months ended September 30, 2006 and 2005, respectively.  ComEd
  
    As a result of its prior contributions to the Exelon
    intercompany money pool, $308 million was returned to ComEd
    during the nine months ended September 30, 2005.  PECO
  
    As a result of its prior contributions to the Exelon
    intercompany money pool, $8 million and $34 million
    were returned to PECO during the nine months ended
    September 30, 2006 and 2005, respectively.
    During the nine months ended September 30, 2005, there was
    a net decrease in restricted cash that provided $27 million
    of cash.  Generation
  
    On January 31, 2005, subsidiaries of Generation completed a
    series of transactions that resulted in Generations sale
    of its investment in Sithe. Specifically, subsidiaries of
    Generation acquired Reservoir Capital Groups 50% interest
    in Sithe for cash payments of $97 million and sold 100% of
    Sithe to Dynegy, for net cash proceeds of $103 million. See
    Note 4 of the Combined Notes to Consolidated Financial
    Statements for further discussion of the sale of Sithe. 134




---



##### 




    During the nine months ended September 30, 2005, Generation
    received approximately $52 million from Generations
    nuclear decommissioning trust funds for reimbursement of
    expenditures previously incurred for nuclear plant
    decommissioning activities related to retired units.  Cash
    Flows from Financing Activities
    Nine MonthsEndedSeptember 30,2006


2005Exelon

$
(1,380
)

$
(207
)ComEd


(71
)


236PECO


(600
)


(504
)Generation


(893
)


(199
)   Debt.
  Form 10-K
    20-year
   135




---



##### 



Dividends.
  Nine Months EndedSeptember 30,2006


2005Exelon

$
803


$
804ComEd






352PECO


371



350Generation


444



749   Form 10-K
      Intercompany Money Pool.
  Commercial Paper and
    Notes Payable.
    Retirement of Long-Term Debt to Financing
    Affiliates.
  Nine Months Ended September 30,2006


2005Exelon

$
691


$
639ComEd


261



278PECO


430



361  136




---



##### 



Contributions from
    Parent/Member.
  Nine Months Ended September 30,2006


2005ComEd

$
23


$
834PECO


118



215Generation


5



843   Other.
  
    Exelon purchased treasury shares totaling $54 million and
    $262 million during the nine months ended
    September 30, 2006 and 2005, respectively.
    Exelon received proceeds from employee stock plans of
    $149 million and $193 million during the nine months
    ended September 30, 2006 and 2005, respectively.
    There was $43 million and $0 of excess tax benefits
    included as a cash inflow in other financing activities during
    the nine months ended September 30, 2006 and 2005,
    respectively.  Credit
    Matters
  Credit Facilities.
    Aggregate Bank


Available


OutstandingBorrower

Commitment(a)


Capacity(b)


Commercial PaperExelon(c)

$
200


$
200


$
ComEd


1,000



957



153PECO(c)


500



500



Generation(c)


2,750



2,658



     (a)
    
    Represents the total bank
    commitments to the borrower under credit agreements to which the
    borrower is a party.(b)
    
    Available capacity represents the
    unused bank commitments under the borrowers credit
    agreements net of outstanding letters of credit. The amount of
    commercial paper outstanding does not reduce the available
    capacity under the credit agreements.(c)
    
    Exelon, PECO and Generation are
    parties to two credit agreements with aggregate bank commitments
    of $1.5 billion. The credit agreements contain separate
    sublimits for Exelon, PECO and Generation, which are reflected
    in the table, which sublimits may be changed upon written
    notification to the bank group. Generation is also party to
    bilateral credit agreements with various banks with aggregate
    bank commitments of $1.95 billion, which are reflected in
    the table above.     137




---



##### 



Exelon


ComEd


PECO


GenerationCredit agreement threshold


2.65 to 1



2.25 to 1



2.25 to 1



3.25 to 1       Intercompany Money Pool.
  September 30,2006Maximum


Maximum


ContributedContributed


Borrowed


(Borrowed)ComEd(a)

$



$
140


$
PECO


21



183



Generation


83



234



(6
)BSC


234



134



6UII, LLC


5







Exelon


248



N/A



     (a)
    
    As of January 10, 2006, ComEd
    suspended participation in the intercompany money pool. During
    the first quarter of 2006, ComEd repaid $140 million that
    it had borrowed from the intercompany money pool.  Security Ratings.
       138




---



##### 



Fitch

StandardMoodys

Ratings

& PoorsSenior secured debt

Baa2

BBB+

BBBSenior unsecured debt

Baa3

BBB

BB+Commercial paper

P-3

F2

A3     Investments
    in Synthetic Fuel-Producing Facilities
      Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-K
  Exelon
  
    Letters of credit increased $60 million and guarantees
    decreased $78 million, respectively, primarily as a result
    of Generations energy trading activities.  ComEd
  
    Letters of credit increased $16 million.
    ComEd issued $325 million First Mortgage 5.90% Bonds,
    Series 103, due March 15, 2036 and $300 million
    First Mortgage 5.95% Bonds, Series 104, due
    August 15, 2016. 139




---



##### 



PECO
  
    Guarantees decreased $9 million related to changes in
    surety bonds outstanding.
    PECO issued $300 million First Mortgage 5.95% Bonds
    Series, due October 1, 2036.  Generation
  
    Letters of credit increased $47 million and guarantees
    decreased $35 million, respectively, primarily as a result
    of Generations energy trading activities.
    Generations total commitments for future sales of energy
    to unaffiliated third-party utilities and others increased by
    approximately $3.1 billion during the nine months ended
    September 30, 2006, reflecting increases of approximately
    $3.4 billion and $1.3 billion in 2007 and 2008 sales
    commitments, respectively, and other small increases in
    commitments in years beyond 2008, offset by the fulfillment of
    approximately $1.8 billion of 2006 commitments during the
    nine months ended September 30, 2006. The increases were
    primarily due to increased forward sales of energy to
    counterparties other than ComEd as a result of the pending
    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
    September 30, 2006 increased by $340 million for 2009
    and 2010, and $277 million for 2011 and beyond, as compared
    to December 31, 2005 due to contracts entered into in the
    normal course of business.
    Pursuant to U.S. Environmental Protection Agency
    regulations that will impose limits on certain future emissions
    by generation stations, the co-owners of the Keystone generating
    station formally approved on June 30, 2006 a capital plan
    to install environmental controls at the station for which
    Exelons share, based on its 20.99% ownership interest,
    would be approximately $150 million over the life of the
    control project. 140




---



##### 



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.
  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.
 141




---



##### 



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.
  Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-Q.
 142




---



##### 



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.
  Contractual
    Obligations and Off-Balance Sheet Arrangements
  Form 10-Q.
 143




---



##### 



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Commodity
    Price Risk (Exelon, ComEd and Generation)
    ComEd
    Generation
  Form 10-K.
  Normal Operations and Hedging
    Activities.
 144




---



##### 



around-the-clock
    Proprietary Trading
    Activities. mark-to-market Value-at-Risk value-at-risk
  Trading and Non-Trading Marketing
    Activities.
  mark-to-market mark-to-market
 145




---



##### 



TotalTotal
    mark-to-market
    energy contract net liabilities at January 1, 2006

$
(540
)Total change in fair value during
    2006 of contracts recorded in earnings


89Reclassification to realized at
    settlement of contracts recorded in earnings


43Reclassification to realized at
    settlement from OCI


178Effective portion of changes in
    fair value  recorded in OCI


460Total
    mark-to-market
    energy contract net assets at September 30, 2006

$
230   mark-to-market
  September 30,


December 31,2006


2005Current assets

$
797


$
916Noncurrent assets


335



286Total
    mark-to-market
    energy contract assets


1,132



1,202Current liabilities


(723
)


(1,282
)Noncurrent liabilities


(179
)


(460
)Total
    mark-to-market
    energy contract liabilities


(902
)


(1,742
)Total
    mark-to-market
    energy contract net assets (liabilities)

$
230


$
(540
)   over-the-counter, over-the-counter
  mark-to-market mark-to-market
 146




---



##### 



mark-to-market
  Maturities Within2011 and


Total Fair2006


2007


2008


2009


2010


Beyond


ValueNormal Operations, qualifying
    cash-flow hedge contracts(a):Actively quoted prices

$
1


$
2


$



$



$



$



$
3Prices provided by other external
    sources


23



52



36



3











114Total

$
24


$
54


$
36


$
3


$



$



$
117Normal Operations, other
    derivative contracts (b):Actively quoted prices

$
(36
)

$
(11
)

$
28


$



$



$



$
(19
)Prices provided by other external
    sources


19



98



(5
)














112Prices based on model or other
    valuation methods


1



18



1















20Total

$
(16
)

$
105


$
24


$



$



$



$
113     (a)
    
    Mark-to-market
    gains and losses on contracts that qualify as cash-flow hedges
    are recorded in OCI.(b)
    
    Mark-to-market
    gains and losses on other non-trading and trading derivative
    contracts that do not qualify as cash-flow hedges are recorded
    in earnings.    Total Cash-Flow Hedge OCI Activity,Net of Income TaxPower Team Normal


Interest-Rate


TotalOperations and


and Other


Cash-Flow(In millions)

Hedging Activities


Hedges


HedgesAccumulated OCI derivative loss at
    January 1, 2006

$
(314
)

$
(4
)

$
(318
)Changes in fair value


277



2



279Reclassifications from OCI to net
    income


107







107Accumulated OCI derivative gain
    (loss) at September 30, 2006

$
70


$
(2
)

$
68   Credit
    Risk (Exelon, ComEd, PECO and Generation)
  ComEd
    and PECO
   147




---



##### 



Generation
       148




---



##### 



Total








Number of


Net Exposure ofExposure








Counterparties


CounterpartiesBefore Credit


Credit


Net


Greater than 10%


Greater than 10%Rating as of September 30, 2006(a)

Collateral


Collateral


Exposure


of Net Exposure


of Net ExposureInvestment grade

$
809


$
243


$
566



1


$
74Non-investment grade


17



3



14







No external ratingsInternally rated 
    investment grade


11



1



10







Internally rated 
    non-investment
    grade


4



1



3







Total

$
841


$
248


$
593



1


$
74     (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 September 30, 2006(a)

2 Years


2-5 Years


5 Years


CollateralInvestment grade

$
729


$
80


$



$
809Non-investment grade


17











17No external ratingsInternally rated 
    investment grade


11











11Internally rated 
    non-investment grade


4











4Total

$
761


$
80


$



$
841     (a)
    
    This table does not include
    accounts receivable exposure and credit risk exposure from
    retail energy sales.  Collateral.
   149




---



##### 



ISOs.
  Exelon
    Interest-Rate
    Risk (Exelon, ComEd, PECO and Generation)
  Variable Rate Debt. pre-tax
  Equity
    Price Risk (Exelon and Generation)
  Form 10-K
 150




---



##### 



Item 4.
    Controls
    and Procedures  decision-making
   151




---



##### 



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K
  Item 1A.
    Risk
    Factors  Form 10-K
  ComEd may
    file for voluntary relief under the provisions of
    Chapter 11 of the U.S. Bankruptcy Code if proposed
    rate freeze legislation is enacted into law.
    Exelon
    Corporation and Generation will be negatively affected if ComEd
    files for voluntary relief under the provisions of
    Chapter 11 of the U.S. Bankruptcy Code.
   152




---



##### 



Absent
    replacement hedges, Generation will be exposed to increased
    market risk and price volatility after the expiration of
    significant purchase power arrangements after 2006.
    Generation
    is exposed to price fluctuations and other risks of the
    wholesale power market that are beyond its control, which may
    negatively impact its results of operations.
  Credit Risk.
    The
    Registrants may incur substantial costs to fulfill their
    obligations related to environmental and other
    matters.
  clean-up
 153




---



##### 



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Exelon
    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 ProgramsJuly 1  July 31,
    2006


1,499


$
56.83







(b
)August 1 
    August 31, 2006


426



58.73







(b
)September 1 
    September 30, 2006


1,294



60.53







(b
)Total


3,219



58.57







(b
)     (a)
    
    Shares other than those purchased
    as part of a publicly announced plan primarily represent
    restricted shares surrendered by employees to satisfy tax
    obligations arising upon the vesting of restricted shares.(b)
    
    In April 2004, Exelons Board
    of Directors approved a discretionary share repurchase program
    that allows Exelon to repurchase shares of its common stock on a
    periodic basis in the open market. The share repurchase program
    is intended to mitigate, in part, the dilutive effect of shares
    issued under Exelons employee stock option plan and
    Exelons Employee Stock Purchase Plan (ESPP). The aggregate
    shares of common stock repurchased pursuant to the program
    cannot exceed the economic benefit received after
    January 1, 2004 due to stock option exercises and share
    purchases pursuant to Exelons ESPP. The economic benefit
    consists of direct cash proceeds from purchases of stock and tax
    benefits associated with exercises of stock options. The share
    repurchase program has no specified limit and no specified
    termination date.  Item 5.
    Other
    Information  ComEd
    PECO
   154




---



##### 



Item 6.
    Exhibits  4-1-1

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

File Reference

Exhibit No.September 15, 2006

000-16844,
    Form 8-K
    dated September 25, 2006

4.14-3-1

Supplemental Indentures to
    Commonwealth Edison Mortgage:Dated as of

File Reference

Exhibit
    No.August 1, 2006

1-1839,
    Form 8-K
    dated August 28, 2006

4.1September 15, 2006

1-1839,
    Form 8-K
    dated October 2, 2006)

4.1   ExhibitNo.

Description10-1


Bilateral Credit Facility dated as
    of September 19, 2006 between Exelon Generation Company,
    LLC and JP Morgan Chase Bank, N.A. (File
    No. 333-85496,
    Form 8-K
    dated September 19, 2006, Exhibit 99.1)10-2


Bilateral Credit Facility dated as
    of September 19, 2006 between Exelon Generation Company,
    LLC and Barclays Bank PLC (File
    No. 333-85496,
    Form 8-K
    dated September 19, 2006, Exhibit 99.2)10-3


Bilateral Credit Facility dated as
    of September 19, 2006 between Exelon Generation Company,
    LLC and Wachovia Bank, N.A. (File
    No. 333-85496,
    Form 8-K
    dated September 19, 2006, Exhibit 99.3)10-4


One Hundred and Second
    Supplemental Indenture, dated as of September 15, 2006, to
    the First and Refunding Mortgage, dated as of May 1, 1923,
    between PECO Energy Company and Wachovia Bank, National
    Association, as trustee. (File
    No. 000-16844,
    Form 8-K
    dated September 25, 2006, Exhibit 4.1)10-5


Supplemental Indenture dated as of
    August 1, 2006 from ComEd to BNY Midwest Trust Company, as
    trustee, and D.G. Donovan, as co-trustee. (File
    No. 1-1839,
    Form 8-K
    dated August 28, 2006, Exhibit 4.1)10-6


Supplemental Indenture dated as of
    September 15, 2006 from ComEd to BNY Midwest Trust Company,
    as trustee, and D.G. Donovan, as co-trustee. (File
    No. 1-1839,
    Form 8-K
    dated October 2, 2006, Exhibit 4.1)10-7


Credit Agreement dated as of
    October 26, 2006 between Exelon Corporation and Various
    Financial Institutions (File
    No. 1-16169,
    Form 8-K
    dated October 26, 2006, Exhibit 99.1)10-8


Credit Agreement dated as of
    October 26, 2006 between Exelon Generation Company and
    Various Financial Institutions (File No. 333-85496,
    Form 8-K
    dated October 26, 2006, Exhibit 99.2)10-9


Credit Agreement dated as of
    October 26, 2006 between PECO Energy Company and Various
    Financial Institutions (File No. 000-16844,
    Form 8-K
    dated October 26, 2006, Exhibit 99.3)   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 Frank M. Clark for
    Commonwealth Edison Company31-4




Filed by Robert K. McDonald for
    Commonwealth Edison Company31-5




Filed by John L. Skolds for PECO
    Energy Company31-6




Filed by John F. Young for PECO
    Energy Company31-7




Filed by John L. Skolds for Exelon
    Generation Company, LLC31-8




Filed by John F. Young for Exelon
    Generation Company, LLC   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 Frank M. Clark for
    Commonwealth Edison Company 155




---



##### 



32-4




Filed by Robert K. McDonald for
    Commonwealth Edison Company32-5




Filed by John L. Skolds for PECO
    Energy Company32-6




Filed by John F. Young for PECO
    Energy Company32-7




Filed by John L. Skolds for Exelon
    Generation Company, LLC32-8




Filed by John F. Young for Exelon
    Generation Company, LLC  156




---



##### 



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)      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
    F.
    HilzingerMatthew
    F. Hilzinger
    Senior Vice President and Corporate
    Controller, Exelon
    (Principal Accounting Officer)    157




---



##### 



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
    F.
    HilzingerMatthew
    F. Hilzinger
    Senior Vice President and Corporate Controller,
    Exelon
    (Principal Accounting Officer)      EXELON
    GENERATION COMPANY, LLC /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)    158