Good morning, my name is Eduardo and I will be you conference operator today. At this time, I would like to welcome everyone to the Exelon Corporation Third Quarter 2006 Earnings Release Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question and answer period. Please limit yourself to one question. If you would like to pose a question during this time please press * then the number 1 on you telephone keypad. If you would like to withdraw your question please press the # key. Thank you. It is now my pleasure to turn the floor over to your host, Joyce Carson, Vice President of Investor Relations and Shareholder Services. Ma’am you may begin your conference.

Thank you, Eduardo. Good morning and welcome to the Exelon third quarter earnings review and update conference call. Thank you for joining us today. We issued our earnings release this morning. If you haven't received it, the release is available on the Exelon website at www.exeloncorp.com, or you can call Mary Snider at 312-394-5222 and she will fax or e-mail the release to you. This call is being recorded and will be available through November 10th by dialing 877-519-4471. The international call-in number is 973-341-3080. The confirmation code is 7947312. In addition, the call will be archived on the Exelon website. Before we begin today's discussions, let me remind you that the earnings release and other matters we may discuss in today's call may contain forward-looking statements and estimates that are subject to various risks and uncertainties. Please refer to our SEC filings for discussions of factors that may cause results to differ from management's projections, forecasts, and expectations. In our press release and during this call we will discuss adjusted non-GAAP operating earnings that exclude the impact of mark-to-market adjustments for non-trading activities, investments (Inaudible) as approved in the July 26th IPC rate order and other unusual items including any future changes. We believe these adjusted operating earnings are representative of the underlying operational performance. In today’s earnings release we’ve provided reconciliation between GAAP earnings and adjusted non-GAAP operating earnings. With me today are John Rowe, Chairman, President and CEO of Exelon; John Young, Executive Vice President, Finance and Markets and CFO of Exelon; Frank Clark, Chairman and CEO of ComEd, and other members of our senior management team who will be available to answer your questions. Today's call will focus on third quarter 2006 results, full year expectations by operating company, and updates on key issues facing the Company including the Illinois proposal for a rate freeze extension. We have scheduled an hour for this call. We will spend about 30 minutes on prepared remarks and use the remaining time for questions and answers. In order to effectively manage this call, we would appreciate it if you limit yourself to one question. I will now turn the call over to John Young who will begin with a discussion of Exelon's financial results.

Thank you Joyce, and good morning. Today, I’ll discuss Exelon's third quarter financial results and our full year earnings expectations by operating company. Then I'll turn the call over to John Rowe who will provide an operational update and along with Frank Clark discuss recent Illinois regulatory and political activity. Exelon Corporation announced third quarter adjusted non-GAAP operating earnings of $690 million or $1.02 per diluted share, an increase of 7% from the third quarter of 2005 operating earnings of $645 million or $0.95 per diluted share. On a GAAP basis, Exelon reported a consolidated loss of $44 million or $0.07 per share for the third quarter of 2006. The major difference between third quarter adjusted non-GAAP operating earnings of $1.02 per diluted share and the GAAP loss of $0.07 per share is a charge of $1.15 per diluted share related to the impairment of ComEd’s goodwill, which I will discuss further in a moment. For a full reconciliation of our third quarter reported GAAP loss and adjusted non-GAAP operating earnings, please refer to the tables that accompany the earnings release. The major drivers of Exelon’s year-over-year operating earnings growth in the third quarter were higher wholesale margins at Generation, higher electric revenues at PECO, and favorable income taxes at PECO and Generation. Generation realized increased wholesale margins due to a contractual price increase in the PECO PPA price, higher realized prices on market sales, and increased nuclear and hydro generation. The increase in electric revenue at PECO was associated with PECO’s previously authorized rate increase and the favorable income taxes that were primarily due to Pennsylvania legislation allowing the realization of a previously written off tax asset at Generation along with an investment tax credit refund at PECO. These gains were partially offset by higher operating cost of about…

Good morning everyone, and thank you John. As all of you know because you see if for yourselves and we’ve told you again and again, Generation is becoming an ever larger part of Exelon’s earnings and Generation in turn is ever more effected by the commodity prices that exist around us. It is for that reason that John has gone into ever increasing detail on how the different components of our business are working so you can make your own best estimates for yourselves. We are of course pleased with our operating results for this quarter and the bad news that we had to bring you wasn’t news today at all; you’ve all heard in excruciating detail when they happen about the ComEd delivery rate case and also the continued threats of rate freeze legislation in Illinois. On an operating basis, our nuclear fleet achieved a capacity factor of 95.8% for the third quarter of 2006 with a summer capacity factor of 98.1%, which is a company best— congratulations Chris Crane— and almost a full percentage point better than its previous summer record of 97.3%. Our fossil and hydro fleet also had a strong quarter with commercial and equivalent availability factors of 92.8% and 88.9% respectively. Power Team continued to add value by optimizing our Generation supply portfolio translating operational performance into commercial value with continued improvements in Generation margins. I think Ian McLean and his group continues to do a superb job at prudently managing the opportunities that lie before them and dealing with risks of things like gas prices. On the delivery side, we experienced record breaking heat and storms this summer and in the early fall. Keeping the lights on always is our first imperative, required an extraordinary effort under such challenging circumstances. Both ComEd and PECO responded well but I have to give special flowers here to the PECO management; the Philadelphia area has had a truly remarkable series of storms and Dennis O’Brien and his team have done a wonderful job in the circumstances. Our commitment remains to continued operating excellence and financial discipline. We know of course that these are never enough. A key component of our success to date has been our ability to handle the regulatory and political challenges that we face and in that regard I’ve asked Frank Clark to join us so you get a first hand update from him on the Illinois situation. Frank.

Thank you, John. As John has indicated, ComEd continues to face serious challenges as we move closer to the completion of the electric industry restructuring transitioning period in Illinois. These include trying to reverse, at least in part, the devastating ICC order in July regarding our delivery costs and revenues as well as new and strong efforts to impose an extension of the nearly decade long rate freeze in Illinois. Let me first address our efforts to persuade the ICC to allow us to recover a larger portion of our delivery cost than the commissioned July 26th order would have permitted. As you know, we have requested a revenue increase of $317 million reflecting our rising costs and significant capital investment in our delivery systems while our rates had been frozen. The commission’s decision allows for an $8 million increase; virtually zero. We are in the midst of a rehearing process and it is possible we will have an order in December of this year. We are encouraged by some of our interactions with interested parties and the ICC staff, but we cannot predict the nature of the eventual outcome. If the result is dissatisfactory, we will appeal. Looking ahead, if ComEd is to continue to maintain and improve the reliability of the system for customers, needs for growing customer requirements and improved customer service, regular rate cases will be required. ComEd plans to file its next distribution rate case in the second quarter of 2007. Let me also note that just recently, on Friday October 20th, the ICC administrative law judge and the proceeding on our rate phase-in proposal issued a proposed order recommending ICC approval of our plan. This moves us to closer to then offer our residential customers the option of paying the rate increase over time…

Thank you, Frank. Frank Clark and John Hooker and their team have done an absolutely wonderful job with the legislature, with their public relations program and so forth in deferring and deterring the effort to have rate freeze legislation. As you know, they’ve been successful to date and they’ll stay in their pitching. As Frank suggested, the ComEd legal team already has all the necessary papers prepared if this challenge should escalate even further, which we hope it will not. Just to comment on this again from the Exelon perspective, a rate freeze would not benefit customers. We don’t think it will even benefit political figures in the long run. We believe that a rate freeze if actually allowed into effect by the court could only lead to the bankruptcy of both ComEd and some of the Ameren companies. Exelon can withstand a ComEd bankruptcy and if rate freeze legislation were passed and sustained by the courts, in that situation perhaps it even must. We believe it will not come to that pass and we certainly hope it will not come to that pass, and we’re certainly doing everything we can to prevent such a situation from existing, but we prepare and at Exelon we tell you the possibilities as we see them. ComEd has always been a separate legal entity from the rest of Exelon. It accounts for less than 10% of our market value by our internal estimate. We have completed our ring fencing of ComEd to help assure that it remains a separate legal entity. ComEd has an active board with eight directors, seven of them outside directors and three of them selected because they are not even on the Exelon parent board. It has its own credit line. It is prepared to stand on its own…

Operator, we’re prepared for questions now.

Thank you. At this time, I would like to remind everyone, if you would like to pose a question please press * then the number 1 on your telephone keypad. As a reminder please limit yourself to one question. We’ll pause for just a moment to compile the Q&A roster. Our first question is coming from Paul Fremont of Jefferies, please go ahead. Paul Fremont, Jefferies & Co: Thank you very much. With respect to the recent merger breakup, have you reconsidered a structural separation of the regulated businesses form the non-regulated business to potentially put you in a better situation in the future? Also, can you give us a sense on cash re-deployment, what your priorities are right now?

Paul, thanks for the questions, they’re both good questions. Let me touch upon the second part of it first. We’re going to give you a full picture of our cash re-deployment plans at our December 12th investor meeting here in Chicago and we intend to be looking at both the dividend issue, which you’re expecting us to look at, and we’ll also be looking at share repurchases and try to give you a package that we think returns value in the most efficient way, and after I finish responding to your question I’ll let John add more if he wishes to in that respect. On the first question, of course we think of that, we think about it all the time. We are keenly aware that over the past eight years there has been a vantage to shareholders in our current combined structure. We ask ourselves again and again “Will that advantage remain?” We also ask ourselves “Will the states of Illinois and Pennsylvania encourage us to separate or encourage us to stay together,” because the state statute governing restructuring wing would give the state something to say about that. And we’re prepared to address on an ongoing basis whatever option seems to give us the clearest picture of how to add value for shareholders. I don’t believe we know the answer to that yet. My officers all have individual opinions about it, but we believe we have to work through some of these current challenges first and we’re proceeding to do that. I would say that while we remain open on an M&A front to all kinds of possibilities, I think one of the issues you have to ask after our experience in New Jersey is whether it is easier to expand on the pure generation side of the business, and that’s the kind of question we ask. But, Paul, the best thing I can say about the first part of your question is it’s a very intelligent question and we have not answered it yet. We have certainly asked it and it will be the usual Exelon “value comes first” decision when we decide it either way. John, do you want to say anything more about his value return question.

I pretty much just agree with what you said, and just know that what we’re going to probably do mechanically is discuss from a framework perspective at EEI how we plan on addressing the value return and then get specifics with numbers on December 12th here in Chicago; all that is trying to recognize the changing composition of the source of cash and the source of earnings from a predominantly regulated company to a predominantly unregulated company over time. Paul Fremont, Jefferies & Co: Thank you.

Thank you. Our next question is coming from John Kiani of Deutsche Bank, please go ahead.

Good morning. John, just to expand a little bit more on the comment you just made, can you give us a little bit more color on your view on M&A post determination of the Public Service Enterprise Group deal, could any potential M&A focus shift to the more pure non-regulated portion of the sector like the IPPs for example in order to avoid the regulatory risk that you discussed?

I think the answer to that is it’s a distinct possibility. I thought I had stated that already. It would take a very special opportunity to get us to take on another integrated in the near future. Risks don’t exist in one sector. The probability of consummation risk is now very much higher in the integrated sectors of the business as witnessed not only by our PEG-E transaction but by the FPL constellation transaction. On the other hand, some of the issues that haunted us in New Jersey like DOJ’s unwillingness to accept FERC’s Appendix A as an adequate market power determination, it would haunt some IPP acquisitions as well. And as you know, when independent Generation is in it’s oh so in, and when it’s out it’s oh so out, and the question that John Young and Mack McFarland and their team will have to look at is what generation is too in to be a good deal anymore and what generation is still a good deal. Again, we want to grow but we only want to grow for value. I hope you will never see the day when John Rowe thinks you put growth ahead of value, because the only kind of growth I care about is growth that adds value for you.

That’s very helpful, thank you.

Our next question comes from Vic Khaitan of Deutsche Asset Management, please go ahead.

Thank you. John and Frank, could you talk a little bit about the current political climate or sentiments in Illinois with respect to bankruptcy threat, has there been any change of feeling from either the governor or from the speaker?

Well, I don’t think anybody really wants bankruptcy, but let me let Frank give you a more sophisticated answer to that and then I’ll pick up after he finishes, Vic.

Hi Vic. I think that while the speaker in particular has stated that he does not believe that a ComEd bankruptcy would occur, I believe long term his concern is he would not to bear that responsibility. I also think the governor would not want to see a weakened financial structure in ComEd since we serve 30% of the state’s population. So, I think both of them are rightfully concerned. Bankruptcy of course occurs if freeze legislation passes. As stated earlier, the speaker did in fact send a letter to the governor earlier this month asking for a special session. Almost four weeks have gone by and no special session has been called. I’m sure the speaker will assess whether his numbers in the house want to have such legislation, and if he thinks he has enough votes he will try and move it, if he thinks he has not got enough votes he will not try and move it and we’ll probably face it again in the spring 2007 legislative session. It is my assessment so far the will of the Illinois General Assembly does not favor this legislation.

Vic, the only thing I can add to that, because Frank is much closer to it, is I have to believe this will become a more rational process once the election is over; I mean you have had at least one candidate in this election taking a bad position publicly and then almost calling me up to apologize. I also believe that if the increase goes into effect in January you get a place where instead of us almost begging for people to negotiate a phase-in plan that makes it all more comfortable, I think that once the increase is in place you see some political leaders saying “Well, I wouldn’t cut a deal before because that was cutting a deal for an increase, but now I can cut for a decrease in the increase,” and that’s a much more attractive political dynamic. So, I’m hopeful that this gets to a more right political position for a settlement as we get into the first quarter. I’ve tried to make it painfully clear, and everything I say to you today is consistent with what I say to any political leader less; I mean I will fight for the value that you all put in our Generation business, I’ll fight like a trapped rat for it. On the other hand, I also understand that all the parts of Exelon’s business benefits from our harmonious relationship with our government, and as long as it doesn’t require some major sacrifice of the principle that these are independent companies, Exelon will consider a whole variety of alternatives to make a productive and stable political situation going forward. We started working on this years ago, some of us can even remember when it was a cliff that we were working on, and our preparations look pretty good at the moment, and I think we’ll continue to find ways to work it out.

Thank you very much.

Once again ladies and gentlemen, we do ask that you please limit yourself to one question. Thank you for your cooperation. Our next question comes from Greg Gordon of Citigroup, please go ahead.

Thanks. You did comment on Carbon in your opening comments, can you give us a view on when you think we actually will see a window to the monetization of the value that you have in your fleet because of adjusting with Carbon?

I’ll give you my best insights for what they were, but probably you can pick up any political column to get a better one. I do not think you are going to have Carbon legislation in the next two years unless both houses change, and it’s not because I think President Bush is absolutely in…I don’t believe that. I just think the chances of people weighing the odds the same are still relatively small, but I do think that by ’09 you’re probably going to have Carbon legislation and I think you’re seeing on both sides of the isle more and more members of both houses believing something mandatory is necessary. I believe it will be some sort of cap and trade system. Whether it has a safety valve such as I have advocated, or whether it’s a more pure cap and trade system probably depends on how dramatically the Congress changes, but I think you’ll see something in place and having real cost with it sometime in the 2010-2012 timeframe. If I were a czar we’d start sooner and start lower and ratchet, because I think certainty is worth a lot more in this area than lurching, but no danger of my being a czar.

Thank you.

Thank you. Our next question comes from Michael Lapides of Goldman Sachs, please go ahead.

Hey guys, question regarding Pennsylvania, is there any concern…I don’t want to use the word fear…regarding having a similar process in Pennsylvania play out that’s occurring in Illinois when the polar kind expires at the end of the decade, and if so what are the processes you can do to mitigate that in the next couple of years?

Well, of course there is, I’m always frightened and that’s why you pay me is to worry about things like this in advance. You see the same sort of issue having bubbled around some of the western utilities in Pennsylvania whose transition periods ended earlier. However, the commission in Pennsylvania faced what maybe the most miserable situation of all in the Pike County proceeding, and there it was dealing with 70% increase and in the end it settled for 63%. So, I think they stood up to their obligations with absolutely remarkable courage. Now, fortunately in PECO we have a different situation. PECO was of course a relatively high-cost utility when all this happened, but it was also relatively high rate utility and because PECO’s CTCs — and John correct if I mistake this but I think I have it technically correct — in 2010 when it’s power purchase agreement ends, the vanishing of the CTC will compensate for most of the increase we would anticipate in the power market, and therefore we would anticipate a much smaller increase at PECO than other people in Pennsylvania are being forced to bear. So, I think the issue in Illinois is that we’ve had to break the ice, which is always hard on your nose. In Pennsylvania, I think other people are breaking the ice and we’re in a relatively favorable position to continue to construct a practical deal. John Young, did I mistake that in anyway?

No, and as John said Dennis O’Brien is already working on that. The transition charges and payments are very different in their construct than they were in Illinois and when it’s all said and done you’ve got to predict what market prices might be in 2011, but with today’s kind of forecast residential rates might face anywhere from 0 to low single digit, maybe 5% or 6% increases, something like that in the residential class. So, it’s a far different situation and the underlying distribution service company is much healthier financially than where ComEd happens to be right now.

Okay, thank you.

Thank you. Our next question comes from Paul Rizdon of Keybanc, please go ahead.

I was wondering if John Young, could you review kind of what you saw as the ’07 driver at GenCo, I didn’t catch all of them.

We’re going to go into excruciating detail on this than we have, so you’re going to get a lot more clarity on the transition in Illinois. The biggest driver is going to be the transition from an underwater market PPA that GenCo has with ComEd currently and having a different financial arrangement and physical arrangement in ’07. That is the biggest single driver of value that is going to be significant to both GenCo and the company. There are some other smaller ones, the rolling heads process, the risk management processes that Ian and his team have already done, but the biggest single driver is that ComEd PPA transition. There are also some small price changes of some of the bilateral arrangements that we already have, and then it’s the fact that we’re re-pricing a few things. But, we’ll go into that in very detail with the handout and the booklets we’re going to give you in a week and a half, okay?

Okay, fair enough.

Thank you. Our next question is coming from Paul Patterson of Glenrock Associates, please go ahead.

Hi guys, just a quick question on the quarter year-to-date, weather versus normal. And the income tax benefit that you guys mentioned, is that going to be continuing or how does that work going forward, what kind of tax rate should we be using, can you just sort of elaborate a little bit on that?

I’ll let Matt Hilzinger talk about the income tax credit.

With the income tax credits there were a variety of settlements in the quarter and they were more event driven, so I don’t think you ought to consider those as kind of ongoing improvements in our effective tax rate.

Okay, so that’s probably not that repeatable?

That’s exactly right.

And weather versus normal.

Can you repeat the question?

Weather versus normal, I saw weather year over year, but it looks like…

That’s mentioned actually right in our earnings release, can’t put my finger on it right now, but if you go to the release it’s mentioned right in there.

Sorry, I missed it, thanks.

Thank you our next question is coming from Daniele Seitz of Dahlman Rose, please go ahead.

Thank you. Most of my questions have been answered, but I was wondering of the potential addition of the RPM type rates, would that have a positive impact on your system or it doesn’t because most of the power rates are already spoken for?

I don’t know if Ian is on the phone or not, but as RPM enters the market and impacts the market place, it will have a positive impact; as our existing hedges roll off and get re-priced with new hedges that price will effectively lift the market price slightly for us.

And not huge?

Just depending on where the price is, it could be significant?

Daniele, let me try to pick up, and again I don’t know if Ian is on because he is our real expert, but both Mike and John can help with this. I think over time we see the RPM having an increasingly significant effect because it’s a symbol of capacity having more value in the market. We all know that if you go back three or four years ago, in most of PJM there was so much excess capacity that capacity had little value, and I think RPM symbolizes an increasing valuation on capacity and that should benefit us.

You don’t anticipate much of an impact in ’07 though, it will come over time?

No, not in ’07.

Okay, thanks.

Thank you. I’ll now turn the floor back to management.

I think we have finished and I appreciate everybody’s questions. Joyce has introduced this new real-time feedback mechanism for us. We get to watch what’s happening to our share price while we talk and this apparently hasn’t been our happiest day, but do take a careful look at those fundamentals and the operating results were very solid in this quarter. We’re in fact doing pretty well on our Illinois front and we’re holding the walls very nicely on the value of your Generation’s fleet. We’ve tried to point you very directly to all the risks where we. We won’t flinch from them, we’ll face them, and that’s worked so far, and I believe we’ll continue to make it work for you. Thanks a whole lot.

Thank you all for joining us.

Thank you. This concludes today’s Exelon Corporation Third Quarter 2006 Earnings Release Conference Call. You may now disconnect your lines and have a wonderful day.