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þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Quarterly Period Ended March 31, 2005
		or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

				Name of Registrant; State of Incorporation;		IRS Employer
Commission				Address of Principal Executive Offices; and		Identification
File Number				Telephone Number		Number
	1-16169			EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street – 37th Floor P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398			23-2990190
	1-1839			COMMONWEALTH EDISON COMPANY (an Illinois corporation) 10 South Dearborn Street – 37th Floor P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-4321			36-0938600
	1-1401			PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000			23-0970240
	333-85496			EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348 (610) 765-6900			23-3064219

Exelon Corporation Common Stock, without par value		668,505,172
Commonwealth Edison Company Common Stock, $12.50 par value		127,016,502
PECO Energy Company Common Stock, without par value		170,478,507
Exelon Generation Company, LLC		not applicable

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						Page No.
FILING FORMAT							3
FORWARD-LOOKING STATEMENTS							3
WHERE TO FIND MORE INFORMATION							3
PART I.				FINANCIAL INFORMATION			5
Item 1.				Financial Statements			5
				Exelon Corporation
				Consolidated Statements of Income and Comprehensive Income			6
				Consolidated Statements of Cash Flows			7
				Consolidated Balance Sheets			8
				Consolidated Statement of Changes in Shareholders’ Equity			10
				Commonwealth Edison Company
				Consolidated Statements of Income and Comprehensive Income			11
				Consolidated Statements of Cash Flows			12
				Consolidated Balance Sheets			13
				Consolidated Statement of Changes in Shareholders’ Equity			15
				PECO Energy Company
				Consolidated Statements of Income and Comprehensive Income			16
				Consolidated Statements of Cash Flows			17
				Consolidated Balance Sheets			18
				Consolidated Statement of Changes in Shareholders’ Equity			20
				Exelon Generation Company, LLC
				Consolidated Statements of Income and Comprehensive Income			21
				Consolidated Statements of Cash Flows			22
				Consolidated Balance Sheets			23
				Consolidated Statement of Changes in Member’s Equity			25
				Combined Notes to Consolidated Financial Statements			26
Item 2.				Management’s Discussion and Analysis of Financial Condition and Results of Operation			64
				Exelon Corporation			64
				Commonwealth Edison Company			95
				PECO Energy Company			99
				Exelon Generation Company, LLC			99
Item 3.				Quantitative and Qualitative Disclosures About Market Risk			101
Item 4.				Controls and Procedures			108
PART II.				OTHER INFORMATION
Item 1.				Legal Proceedings			108
				Exelon Corporation			108
				Commonwealth Edison Company			108
				PECO Energy Company			108
				Exelon Generation Company, LLC			108

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						Page No.
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds			109
				Exelon Corporation			109
Item 5.				Other Information			109
				Exelon Corporation			109
				Commonwealth Edison Company			109
				Exelon Generation Company, LLC			109
Item 6.				Exhibits			111
SIGNATURES							115
				Exelon Corporation			115
				Commonwealth Edison Company			115
				PECO Energy Company			116
				Exelon Generation Company, LLC			116
Supplemental Indentures to Commonwealth Edison Mortgage
Certification by John W. Rowe for Exelon Corporation
Certification by John F. Young for Exelon Corporation
Certification by J. Barry Mitchell for Exelon Corporation
Certification by John L. Skolds for Commonwealth Edison Company
Certification by J. Barry Mitchell for Commonwealth Edison Company
Certification by John L. Skolds for PECO Energy Company
Certification by J. Barry Mitchell for PECO Energy Company
Certification by John L. Skolds for Exelon Generation Company, LLC
Certification by J. Barry Mitchell for Exelon Generation Company, LLC
Certification by John W. Rowe for Exelon Corporation
Certification by John F. Young for Exelon Corporation
Certification by J. Barry Mitchell for Exelon Corporation
Certification by John L. Skolds for Commonwealth Edison Company
Certification by J. Barry Mitchell for Commonwealth Edison Company
Certification by John L. Skolds for PECO Energy Company
Certification by J. Barry Mitchell for PECO Energy Company
Certification by John L. Skolds for Exelon Generation Company, LLC
Certification by J. Barry Mitchell for Exelon Generation Company, LLC

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				Three Months
				Ended
				March 31,
				2005				2004
(In millions, except per share data)
Operating revenues				$	3,561			$	3,635
Operating expenses
	Purchased power				568				573
	Fuel				622				822
	Operating and maintenance				949				979
	Depreciation and amortization				319				301
	Taxes other than income				172				189
		Total operating expenses			2,630				2,864
Operating income					931				771
Other income and deductions
	Interest expense				(106	)			(128	)
	Interest expense to affiliates				(84	)			(93	)
	Distributions on preferred securities of subsidiaries				(1	)			(1	)
	Equity in losses of unconsolidated affiliates				(36	)			(24	)
	Other, net				30				32
		Total other income and deductions			(197	)			(214	)
Income from continuing operations before income taxes and minority interest					734				557
Income taxes					227				159
Income from continuing operations before minority interest					507				398
Minority interest					—				(1	)
Income from continuing operations					507				397
Discontinued operations
	Loss from discontinued operations (net of income taxes of ($1) and ($8), respectively)				(1	)			(14	)
	Gain (loss) on disposal of discontinued operations (net of income taxes of $4 and ($2), respectively)				15				(3	)
		Income (loss) on discontinued operations			14				(17	)
Income before cumulative effect of a change in accounting principle					521				380
Cumulative effect of a change in accounting principle (net of income taxes of $22)					—				32
Net income					521				412
Other comprehensive loss, net of income taxes
	Minimum pension liability				2				—
	Change in net unrealized loss on cash-flow hedges				(101	)			(193	)
	Foreign currency translation adjustment				(1	)			2
	Unrealized loss (gain) on marketable securities				(15	)			40
		Total other comprehensive loss			(115	)			(151	)
Total comprehensive income				$	406			$	261
Average shares of common stock outstanding — Basic					666				659
Average shares of common stock outstanding — Diluted					675				665
Earnings per average common share — Basic:
	Income from continuing operations			$	0.76			$	0.60
	Discontinued operations				0.02				(0.02	)
	Income before cumulative effect of a change in accounting principle				0.78				0.58
	Cumulative effect of a change in accounting principle				—				0.05
	Net income			$	0.78			$	0.63
Earnings per average common share — Diluted:
	Income from continuing operations			$	0.75			$	0.59
	Discontinued operations				0.02				(0.02	)
	Income before cumulative effect of a change in accounting principle				0.77				0.57
	Cumulative effect of a change in accounting principle				—				0.05
	Net income			$	0.77			$	0.62
Dividends per common share				$	0.400			$	0.275

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					Three Months
					Ended
					March 31,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	521			$	412
	Adjustments to reconcile net income to net cash flows (used in) provided by operating activities:
		Depreciation, amortization and accretion, including nuclear fuel				478				445
		Other decommissioning-related activities				(13	)			13
		Cumulative effect of a change in accounting principle (net of income taxes)				—				(32	)
		Deferred income taxes and amortization of investment tax credits				634				40
		Provision for uncollectible accounts				12				23
		Equity in losses of unconsolidated affiliates				36				24
		Loss (gain) on sales of investments and wholly owned subsidiaries				(19	)			3
		Net realized gains on nuclear decommissioning trust funds				(1	)			(3	)
		Other non-cash operating activities				(2	)			(7	)
		Changes in assets and liabilities:
			Accounts receivable			101				50
			Inventories			74				71
			Other current assets			(201	)			(113	)
			Accounts payable, accrued expenses and other current liabilities			(230	)			(174	)
			Income taxes			(344	)			180
			Net realized and unrealized mark-to-market and hedging transactions			(83	)			34
			Pension and non-pension postretirement benefits obligations			(1,962	)			(93	)
			Other noncurrent assets and liabilities			(10	)			(24	)
Net cash flows (used in) provided by operating activities						(1,009	)			849
Cash flows from investing activities
	Capital expenditures					(489	)			(437	)
	Proceeds from nuclear decommissioning trust fund sales					782				307
	Investment in nuclear decommissioning trust funds					(834	)			(378	)
	Proceeds from sales of investments and wholly owned subsidiaries, net of $32 of cash sold during the three months ended March 31, 2005					103				5
	Proceeds from sales of long-lived assets					2				48
	Acquisition of businesses					(97	)			—
	Investment in synthetic fuel-producing facilities					(28	)			(8	)
	Change in restricted cash					(8	)			70
	Net cash increase from consolidation of Sithe Energies, Inc.					—				19
	Other investing activities					3				3
Net cash flows used in investing activities						(566	)			(371	)
Cash flows from financing activities
	Issuance of long-term debt					91				—
	Retirement of long-term debt					(111	)			(182	)
	Retirement of long-term debt to financing affiliates					(205	)			(181	)
	Change in short-term debt					1,836				(10	)
	Payment on acquisition note payable to Sithe Energies, Inc.					—				(27	)
	Dividends paid on common stock					(267	)			(181	)
	Proceeds from employee stock plans					103				106
	Purchase of treasury stock					(8	)			—
	Other financing activities					(3	)			3
Net cash flows provided by (used in) financing activities						1,436				(472	)
Increase (decrease) in cash and cash equivalents						(139	)			6
Cash and cash equivalents at beginning of period						499				493
Cash and cash equivalents at end of period					$	360			$	499
Supplemental cash flow information — Noncash investing and financing activities:
	Consolidation of Sithe Energies, Inc. pursuant to FASB Interpretation No. 46-R, “Consolidation of Variable Interest Entities”				$	—			$	85

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				March 31,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	360			$	499
	Restricted cash and investments				78				60
	Accounts receivable, net
		Customer			1,533				1,649
		Other			752				409
	Mark-to-market derivative assets				579				403
	Inventories, at average cost
		Fossil fuel			155				230
		Materials and supplies			313				312
	Deferred income taxes				99				68
	Other				473				296
		Total current assets			4,342				3,926
Property, plant and equipment, net					21,413				21,482
Deferred debits and other assets
	Regulatory assets				4,702				4,790
	Nuclear decommissioning trust funds				5,207				5,262
	Investments				808				804
	Goodwill				4,696				4,705
	Mark-to-market derivative assets				359				383
	Other				881				1,418
		Total deferred debits and other assets			16,653				17,362
Total assets				$	42,408			$	42,770

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				March 31,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Notes payable			$	2,326			$	490
	Long-term debt due within one year				389				427
	Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust due within one year				622				486
	Accounts payable				1,235				1,255
	Mark-to-market derivative liabilities				865				598
	Accrued expenses				907				1,143
	Other				496				483
		Total current liabilities			6,840				4,882
Long-term debt					6,482				7,292
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust					3,970				4,311
Long-term debt to other financing trusts					545				545
Deferred credits and other liabilities
	Deferred income taxes				4,971				4,488
	Unamortized investment tax credits				272				275
	Asset retirement obligation				4,039				3,981
	Pension obligations				7				1,993
	Non-pension postretirement benefits obligations				1,089				1,065
	Spent nuclear fuel obligation				884				878
	Regulatory liabilities				2,167				2,204
	Mark-to-market derivative liabilities				411				323
	Other				930				981
		Total deferred credits and other liabilities			14,770				16,188
		Total liabilities			32,607				33,218
Commitments and contingencies
Minority interest of consolidated subsidiaries					1				42
Preferred securities of subsidiaries					87				87
Shareholders’ equity
	Common stock				7,757				7,598
	Treasury stock, at cost				(90	)			(82	)
	Retained earnings				3,607				3,353
	Accumulated other comprehensive loss				(1,561	)			(1,446	)
		Total shareholders’ equity			9,713				9,423
Total liabilities and shareholders’ equity				$	42,408			$	42,770

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																		Accumulated
																		Other				Total
		Issued				Common				Treasury				Retained				Comprehensive				Shareholders’
(Dollars in millions,		Shares				Stock				Stock				Earnings				Loss				Equity
shares in thousands)
Balance, December 31, 2004			666,688			$	7,598			$	(82	)		$	3,353			$	(1,446	)		$	9,423
Net income			—				—				—				521				—				521
Long-term incentive plan activity			4,504				159				—				—				—				159
Common stock purchases			—				—				(8	)			—				—				(8	)
Common stock dividends declared			—				—				—				(267	)			—				(267	)
Other comprehensive loss, net of income taxes of $(30)			—				—				—				—				(115	)			(115	)
Balance, March 31, 2005			671,192			$	7,757			$	(90	)		$	3,607			$	(1,561	)		$	9,713

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				Three Months
				Ended
				March 31,
				2005				2004
(In millions)
Operating revenues
	Operating revenues			$	1,383			$	1,325
	Operating revenues from affiliates				3				11
		Total operating revenues			1,386				1,336
Operating expenses
	Purchased power				67				3
	Purchased power from affiliate				753				530
	Operating and maintenance				159				170
	Operating and maintenance from affiliates				44				45
	Depreciation and amortization				97				102
	Taxes other than income				78				79
		Total operating expenses			1,198				929
Operating income					188				407
Other income and deductions
	Interest expense				(49	)			(76	)
	Interest expense to affiliates				(25	)			(30	)
	Equity in losses of unconsolidated affiliates				(4	)			(3	)
	Interest income from affiliates				2				6
	Other, net				4				3
		Total other income and deductions			(72	)			(100	)
Income before income taxes					116				307
Income taxes					46				123
Net income					70				184
Other comprehensive loss, net of income taxes
	Change in net unrealized loss on cash-flow hedges				(2	)			—
		Total other comprehensive loss			(2	)			—
Total comprehensive income				$	68			$	184

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					Three Months
					Ended
					March 31,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	70			$	184
	Adjustments to reconcile net income to net cash flows (used in) provided by operating activities:
		Depreciation and amortization				97				102
		Deferred income taxes and amortization of investment tax credits				257				27
		Provision for uncollectible accounts				6				10
		Equity in losses of unconsolidated affiliates				4				3
		Other non-cash operating activities				11				7
		Changes in assets and liabilities:
			Accounts receivable			18				24
			Inventories			(1	)			(1	)
			Other current assets			(4	)			5
			Accounts payable, accrued expenses and other current liabilities			(43	)			(18	)
			Changes in receivables and payables to affiliates			47				(14	)
			Income taxes			(211	)			32
			Pension asset and non-pension postretirement benefits obligation			(785	)			(48	)
			Other noncurrent assets and liabilities			(9	)			(15	)
Net cash flows (used in) provided by operating activities						(543	)			298
Cash flows from investing activities
	Capital expenditures					(184	)			(177	)
	Changes in Exelon intercompany money pool contributions					207				179
	Change in restricted cash					(2	)			17
	Other investing activities					—				6
Net cash flows provided by investing activities						21				25
Cash flows from financing activities
	Issuance of long-term debt					91				—
	Retirement of long-term debt					(91	)			(176	)
	Retirement of long-term debt to ComEd Transitional Funding Trust					(97	)			(93	)
	Dividends paid on common stock					(138	)			(103	)
	Contributions from parent					834				31
	Other financing activities					(2	)			—
Net cash flows provided by (used in) financing activities						597				(341	)
Increase (decrease) in cash and cash equivalents						75				(18	)
Cash and cash equivalents at beginning of period						30				34
Cash and cash equivalents at end of period					$	105			$	16

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				March 31,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	105			$	30
	Restricted cash				2				—
	Accounts receivable, net
		Customer			671				726
		Other			153				50
	Inventories, at average cost				50				48
	Deferred income taxes				15				—
	Receivables from affiliates				12				10
	Contributions to Exelon intercompany money pool				101				308
	Other				28				24
		Total current assets			1,137				1,196
Property, plant and equipment, net					9,563				9,463
Deferred debits and other assets
	Investments				38				39
	Investment in affiliates				48				52
	Goodwill				4,696				4,705
	Receivables from affiliates				1,393				1,443
	Pension asset				949				156
	Other				379				387
		Total deferred debits and other assets			7,503				6,782
Total assets				$	18,203			$	17,441

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				March 31,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Long-term debt due within one year			$	272			$	272
	Long-term debt to ComEd Transitional Funding Trust due within one year				312				321
	Accounts payable				211				196
	Accrued expenses				395				589
	Payable to affiliates				275				227
	Customer deposits				99				93
	Deferred income taxes				—				17
	Other				37				49
		Total current liabilities			1,601				1,764
Long-term debt					2,892				2,901
Long-term debt to ComEd Transitional Funding Trust					932				1,020
Long-term debt to other financing trusts					361				361
Deferred credits and other liabilities
	Deferred income taxes				2,183				1,890
	Unamortized investment tax credits				45				45
	Non-pension postretirement benefits obligation				203				195
	Payables to affiliates				19				17
	Regulatory liabilities				2,167				2,204
	Other				296				304
		Total deferred credits and other liabilities			4,913				4,655
		Total liabilities			10,699				10,701
Commitments and contingencies
Shareholders’ equity
	Common stock				1,588				1,588
	Preference stock				7				7
	Other paid in capital				4,877				4,168
	Receivable from parent				—				(125	)
	Retained earnings				1,034				1,102
	Accumulated other comprehensive loss				(2	)			—
		Total shareholders’ equity			7,504				6,740
Total liabilities and shareholders’ equity				$	18,203			$	17,441

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						Preferred																				Accumulated
						and				Other				Receivable				Retained				Retained				Other				Total
		Common				Preference				Paid-In				from				Earnings				Earnings				Comprehensive				Shareholders’
		Stock				Stock				Capital				Parent				Unappropriated				Appropriated				Loss				Equity
(In millions)
Balance, December 31, 2004		$	1,588			$	7			$	4,168			$	(125	)		$	—			$	1,102			$	—			$	6,740
Net income			—				—				—				—				70				—				—				70
Repayment of receivable from parent			—				—				—				125				—				—				—				125
Capital contribution from parent			—				—				709				—				—				—				—				709
Appropriation of Retained Earnings for future dividends			—				—				—				—				(70	)			70				—				—
Common stock dividends			—				—				—				—				—				(138	)			—				(138	)
Other comprehensive income, net of income taxes of $2			—				—				—				—				—				—				(2	)			(2	)
Balance, March 31, 2005		$	1,588			$	7			$	4,877			$	—			$	—			$	1,034			$	(2	)		$	7,504

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					Three Months
					Ended
					March 31,
					2005				2004
(In millions)
Operating revenues
	Operating revenues				$	1,291			$	1,235
	Operating revenues from affiliates					4				4
			Total operating revenues			1,295				1,239
Operating expenses
	Purchased power					51				47
	Purchased power from affiliate					381				349
	Fuel					264				250
	Fuel from affiliate					1				—
	Operating and maintenance					109				111
	Operating and maintenance from affiliates					25				23
	Depreciation and amortization					136				125
	Taxes other than income					54				58
			Total operating expenses			1,021				963
Operating income						274				276
Other income and deductions
	Interest expense					(13	)			(14	)
	Interest expense to affiliates					(59	)			(63	)
	Equity in losses of unconsolidated affiliates					(4	)			(7	)
	Interest income from affiliates					1				—
	Other, net					1				2
			Total other income and deductions			(74	)			(82	)
Income before income taxes						200				194
Income taxes						71				62
Net income						129				132
Preferred stock dividends						1				1
Net income on common stock					$	128			$	131
Other comprehensive income, net of income taxes
	Net income				$	129			$	132
	Other comprehensive income (net of income taxes):
		Change in net unrealized gain on cash-flow hedges				—				1
		Unrealized gain on marketable securities				—				1
			Total other comprehensive income			—				2
Total comprehensive income					$	129			$	134

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					Three Months
					Ended March 31,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	129			$	132
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization				136				125
		Deferred income taxes and amortization of investment tax credits				(19	)			(31	)
		Provision for uncollectible accounts				6				10
		Equity in losses of unconsolidated affiliates				4				7
		Other non-cash operating activities				(3	)			(4	)
		Changes in assets and liabilities:
			Accounts receivable			(20	)			(7	)
			Inventories			74				70
			Deferred energy costs			35				30
			Prepaid taxes			(158	)			(141	)
			Other current assets			4				(3	)
			Accounts payable, accrued expenses and other current liabilities			(66	)			(40	)
			Change in receivables and payables to affiliates, net			10				(6	)
			Income taxes			82				82
			Pension asset and non-pension postretirement benefits obligation			(141	)			6
			Other noncurrent assets and liabilities			(1	)			(13	)
Net cash flows provided by operating activities						72				217
Cash flows from investing activities
	Capital expenditures					(56	)			(47	)
	Changes in Exelon intercompany money pool contributions					34				—
	Change in restricted cash					(4	)			(1	)
	Other investing activities					3				—
Net cash flows used in investing activities						(23	)			(48	)
Cash flows from financing activities
	Retirement of long-term debt					(4	)			—
	Retirement of long-term debt to PECO Energy Transitional Trust					(108	)			(88	)
	Change in short-term debt					36				35
	Dividends paid on preferred and common stock					(116	)			(91	)
	Contribution from parent					144				35
	Other financing activities					—				2
Net cash flows used in financing activities						(48	)			(107	)
Increase in cash and cash equivalents						1				62
Cash and cash equivalents at beginning of period						74				18
Cash and cash equivalents at end of period					$	75			$	80

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				March 31,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	75			$	74
	Restricted cash				33				29
	Accounts receivable, net
		Customer			386				368
		Other			30				34
	Inventories, at average cost
		Gas			44				117
		Materials and supplies			9				10
	Contributions to Exelon intercompany money pool				—				34
	Deferred income taxes				28				24
	Deferred energy costs				36				71
	Prepaid taxes				159				1
	Other				7				11
		Total current assets			807				773
Property, plant and equipment, net					4,345				4,329
Deferred debits and other assets
	Regulatory assets				4,702				4,790
	Investments				22				22
	Investment in affiliates				84				87
	Receivables from affiliates				35				46
	Pension asset				190				77
	Other				6				9
		Total deferred debits and other assets			5,039				5,031
Total assets				$	10,191			$	10,133

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				March 31,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Commercial paper			$	36			$	—
	Long-term debt due within one year				42				46
	Long-term debt to PECO Energy Transition Trust due within one year				310				165
	Accounts payable				105				121
	Accrued expenses				297				263
	Payables to affiliates				156				146
	Customer deposits				46				42
	Other				5				11
		Total current liabilities			997				794
Long-term debt					1,153				1,153
Long-term debt to PECO Energy Transition Trust					3,038				3,291
Long-term debt to other financing trusts					184				184
Deferred credits and other liabilities
	Deferred income taxes				2,817				2,834
	Unamortized investment tax credits				19				19
	Non-pension postretirement benefits obligation				291				319
	Other				137				141
		Total deferred credits and other liabilities			3,264				3,313
		Total liabilities			8,636				8,735
Commitments and contingencies
Shareholders’ equity
	Common stock				2,176				2,176
	Preferred stock				87				87
	Receivable from parent				(1,338	)			(1,482	)
	Retained earnings				620				607
	Accumulated other comprehensive income				10				10
		Total shareholders’ equity			1,555				1,398
Total liabilities and shareholders’ equity				$	10,191			$	10,133

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																		Accumulated
										Receivable								Other				Total
		Common				Preferred				from				Retained				Comprehensive				Shareholders’
		Stock				Stock				Parent				Earnings				Income				Equity
(In millions)
Balance, December 31, 2004		$	2,176			$	87			$	(1,482	)		$	607			$	10			$	1,398
Net income			—				—				—				129				—				129
Common stock dividends			—				—				—				(115	)			—				(115	)
Preferred stock dividends			—				—				—				(1	)			—				(1	)
Repayment of receivable from parent			—				—				144				—				—				144
Other comprehensive income, net of income taxes of $(1)			—				—				—				—				—				—
Balance, March 31, 2005		$	2,176			$	87			$	(1,338	)		$	620			$	10			$	1,555

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					Three Months
					Ended
					March 31,
					2005				2004
(In millions)
Operating revenues
	Operating revenues				$	885			$	1,067
	Operating revenues from affiliates					1,135				879
			Total operating revenues			2,020				1,946
Operating expenses
	Purchased power					450				522
	Purchased power from affiliates					—				8
	Fuel					358				568
	Operating and maintenance					541				553
	Operating and maintenance from affiliates					68				65
	Depreciation and amortization					62				55
	Taxes other than income					35				47
			Total operating expenses			1,514				1,818
Operating income						506				128
Other income and deductions
	Interest expense					(27	)			(25	)
	Interest expense to affiliates					(2	)			(1	)
	Equity in losses of unconsolidated affiliates					—				(2	)
	Other, net					18				19
			Total other income and deductions			(11	)			(9	)
Income from continuing operations before income taxes and minority interest						495				119
Income taxes						191				46
Income from continuing operations before minority interest						304				73
Minority interest						—				(2	)
Income from continuing operations						304				71
Discontinued operations
	Loss from discontinued operations (net of income taxes of ($1)					—				(1	)
	Gain on disposal of discontinued operations (net of income taxes of $5)					16				—
			Income (loss) on discontinued operations			16				(1	)
Income before cumulative effect of a change in accounting principle						320				70
Cumulative effect of a change in accounting principle (net of income taxes of $22)						—				32
Net income						320				102
Other comprehensive loss, net of income taxes
		Change in net unrealized loss on cash-flow hedges				(124	)			(195	)
		Unrealized gain (loss) on marketable securities				(15	)			39
		Foreign currency translation adjustment				—				2
			Total other comprehensive loss			(139	)			(154	)
Total comprehensive income (loss)					$	181			$	(52	)

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						Three Months
						Ended
						March 31,
						2005				2004
(In millions)
Cash flows from operating activities
		Net income				$	320			$	102
		Adjustments to reconcile net income to net cash flows (used in) provided by operating activities:
			Depreciation, amortization and accretion, including nuclear fuel				220				199
			Cumulative effect of a change in accounting principle (net of income taxes)				—				(32	)
			Other decommissioning-related activities				(5	)			13
			Gain on sale of investments				(21	)			—
			Deferred income taxes and amortization of investment tax credits				363				29
			Equity in losses of unconsolidated affiliates				—				2
			Net realized gains on nuclear decommissioning trust funds				(1	)			(3	)
			Other non-cash operating activities				(7	)			(8	)
			Changes in assets and liabilities:
				Accounts receivable			59				(37	)
				Receivables and payables to affiliates, net			(58	)			46
				Inventories			4				—
				Other current assets			(52	)			21
				Accounts payable, accrued expenses and other current liabilities			(58	)			(133	)
				Income taxes			(66	)			8
				Net realized and unrealized mark-to-market and hedging transactions			(77	)			28
				Pension asset and non-pension postretirement benefits obligation			(855	)			(29	)
				Other noncurrent assets and liabilities			(4	)			(4	)
Net cash flows (used in) provided by operating activities							(238	)			202
Cash flows from investing activities
		Capital expenditures					(247	)			(213	)
		Proceeds from nuclear decommissioning trust fund sales					782				307
		Investment in nuclear decommissioning trust funds					(834	)			(378	)
		Acquisition of business					(97	)			—
		Proceeds from sale of wholly owned subsidiaries, net of $32 of cash sold					103				—
		Net cash increase from consolidation of Sithe Energies, Inc. and Exelon Energy Company					—				24
		Change in restricted cash					(2	)			53
		Other investing activities					(3	)			55
Net cash flows used in investing activities							(298	)			(152	)
Cash flows from financing activities
		Retirement of long-term debt					(1	)			—
		Change in short-term debt					—				165
		Payment on acquisition note payable to Sithe Energies, Inc.					—				(27	)
		Changes in Exelon intercompany money pool borrowings					(246	)			(190	)
		Distribution to member					(239	)			(54	)
		Contribution from member					843				—
		Other financing activities					—				(2	)
Net cash flows provided by (used in) financing activities							357				(108	)
Decrease in cash and cash equivalents							(179	)			(58	)
Cash and cash equivalents at beginning of period							263				158
Cash and cash equivalents at end of period						$	84			$	100
Supplemental cash flow information — Noncash investing and financing activities:
	Consolidation of Sithe Energies, Inc. pursuant to FASB Interpretation No. 46-R, “Consolidation of Variable Interest Entities”					$	—			$	85
	Contribution of Exelon Energy Company from Exelon Corporation						—				(9	)

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				March 31,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	84			$	263
	Restricted cash and investments				4				26
	Accounts receivable, net
		Customer			455				525
		Other			273				209
	Mark-to-market derivative assets				579				403
	Receivables from affiliates				386				332
	Inventories, at average cost
		Fossil fuel			111				112
		Materials and supplies			253				255
	Deferred income taxes				42				48
	Other				197				148
		Total current assets			2,384				2,321
Property, plant and equipment, net					7,357				7,536
Deferred debits and other assets
	Nuclear decommissioning trust funds				5,207				5,262
	Investments				111				103
	Receivable from affiliate				11				11
	Pension asset				1,022				199
	Mark-to-market derivative assets				316				373
	Other				111				633
		Total deferred debits and other assets			6,778				6,581
Total assets				$	16,519			$	16,438

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				March 31,				December 31,
				2005				2004
(In millions)
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
	Long-term debt due within one year			$	12			$	47
	Accounts payable				844				856
	Mark-to-market derivative liabilities				865				598
	Payables to affiliates				38				42
	Notes payable to affiliates				37				283
	Accrued expenses				294				367
	Other				253				223
		Total current liabilities			2,343				2,416
Long-term debt					1,798				2,583
Deferred credits and other liabilities
	Asset retirement obligation				4,038				3,980
	Pension obligation				7				21
	Non-pension postretirement benefits obligation				566				584
	Spent nuclear fuel obligation				884				878
	Deferred income taxes				663				506
	Unamortized investment tax credits				208				210
	Payable to affiliates				1,417				1,479
	Mark-to-market derivative liabilities				407				323
	Other				362				375
		Total deferred credits and other liabilities			8,552				8,356
		Total liabilities			12,693				13,355
Commitments and contingencies
Minority interest of consolidated subsidiary					2				44
Member’s equity
	Membership interest				3,204				2,361
	Undistributed earnings				842				761
	Accumulated other comprehensive loss				(222	)			(83	)
		Total Member’s equity			3,824				3,039
Total liabilities and Member’s equity				$	16,519			$	16,438

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										Accumulated
										Other				Total
		Membership				Undistributed				Comprehensive				Member’s
		Interest				Earnings				Loss				Equity
(In millions)
Balance, December 31, 2004		$	2,361			$	761			$	(83	)		$	3,039
Net income			—				320				—				320
Distribution to Member			—				(239	)			—				(239	)
Contribution from Member			843				—				—				843
Other comprehensive loss, net of income tax benefit of $41			—				—				(139	)			(139	)
Balance, March 31, 2005		$	3,204			$	842			$	(222	)		$	3,824

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

26

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2.	Discontinued Operations (Exelon and Generation)

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

Three Months Ended March 31, 2004		Enterprises(a)				AllEnergy				Total(b)
Total operating revenues		$	90			$	6			$	96
Operating loss			(19	)			(1	)			(20	)
Loss before income taxes and minority interest			(25	)			(1	)			(26	)

(a)	Excludes certain investments.

(b)		In accordance with FIN 46-R, Exelon and Generation consolidated Sithe, formerly a 50% owned subsidiary of Generation, as of March 31, 2004. As Sithe was a nonconsolidated subsidiary during the three months ended March 31, 2004, Sithe’s results of operations were not included in discontinued operations for that period. See Note 1 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for further information regarding the adoption of FIN 46-R and resulting consolidation of Sithe.

27

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

	EITF 03-1

	SFAS No. 151

	SFAS No. 123-R

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			Three Months
			Ended
			March 31,
			2005				2004
Net income — as reported			$	521			$	412
Add: Stock-based compensation expense included in reported net income, net of income taxes				8				9
Deduct: Total stock-based compensation expense determined under fair-value method for all awards, net of income taxes				(12	)			(14	)
Pro forma net income(a)			$	517			$	407
Earnings per share:
	Basic earnings — as reported		$	0.78			$	0.63
	Basic earnings — pro forma		$	0.78			$	0.62
	Diluted earnings — as reported		$	0.77			$	0.62
	Diluted earnings — pro forma		$	0.77			$	0.61

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

	SFAS No. 153

29

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	FIN 47

4.	Acquisitions and Dispositions (Exelon and Generation)

	Proposed Merger with PSEG (Exelon)

	Sithe (Exelon and Generation)

30

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		Three Months				Three Months
		Ended				Ended
		March 31, 2005				March 31, 2004(a)
Operating revenues		$	30			$	—
Operating income			5				—
Net income (loss)			16				(2	)

(a)	Results during the three months ended March 31, 2004 represent Generation’s equity-method losses from Sithe prior to its consolidation on March 31, 2004. These equity-method losses are presented within income from continuing operations on the Consolidated Statements of Income and Comprehensive Income of Exelon and Generation

	Sale of Ownership Interest in Boston Generating, LLC (Exelon and Generation)

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		Three Months
		Ended
		March 31, 2004
Operating revenues		$	159
Operating loss			(31	)
Net loss			(18	)

5.	Regulatory Issues (Exelon, ComEd and PECO)

	Exelon, ComEd and PECO

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6.	Intangible Assets (Exelon, ComEd and Generation)

	Goodwill (Exelon and ComEd)

Balance as of January 1, 2005(a)		$	4,705
Resolution of certain tax matters(b)			(9	)
Balance as of March 31, 2005(a)		$	4,696

(a)	Exelon’s goodwill balance at January 1 and March 31, 2005 is held at ComEd, which is included in the Energy Delivery segment. See Note 15 — Segment Information for further information regarding Exelon’s segments.

(b)		Adjustment related to income tax refund claims and interest thereon. See Note 13 — Commitments and Contingencies for further information.

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	Other Intangible Assets (Exelon and Generation)

			March 31, 2005												December 31, 2004
							Accumulated												Accumulated
			Gross				Amortization				Net				Gross				Amortization				Net
Generation amortized intangible assets:
	Energy purchase agreement(a)		$	—			$	—			$	—			$	384			$	(27	)		$	357
	Tolling agreement(a)			—				—				—				73				(5	)			68
	Other			—				—				—				6				(6	)			—
Total Generation amortized intangible assets				—				—				—				463				(38	)			425
Exelon amortized intangible assets:
	Synthetic fuel investments(b)			264				(72	)			192				264				(56	)			208
Total Exelon amortized intangible assets				264				(72	)			192				727				(94	)			633
Exelon other intangible assets:
	Intangible pension asset			171				—				171				171				—				171
Total Exelon intangible assets			$	435			$	(72	)		$	363			$	898			$	(94	)		$	804

(a)	See Note 3 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for a description of Sithe’s intangible assets. These intangible assets were eliminated from the Consolidated Balance Sheets of Exelon and Generation upon the sale of Sithe on January 31, 2005. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.

(b)		See Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for a description of Exelon’s right to acquire tax credits through investments in synthetic fuel-producing facilities. In addition, see Note 10 — Income Taxes.

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

	Commercial Paper

Borrower		March 31, 2005				December 31, 2004
Exelon Corporate		$	290			$	490
ComEd			—				—
PECO			36				—
Generation			—				—

	Issuance of Short-Term Debt

	Issuance of Long-Term Debt

Interest

Company

Type

Rate

Maturity

Amount

ComEd

Pollution Control Revenue Bonds

Variable

March 1, 2017

$

91

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	Debt Retirements and Redemptions

Company

Type

Interest Rate

Maturity

Amount

ComEd

Pollution Control Revenue Bonds

6.75

%

March 1, 2015

$

91

Exelon

Notes payable for investment in synthetic fuel-producing facilities

6.00 to 8.00

%

January 2008

15

Other

5

Total retirements

$

111

	Interest-Rate Swaps

		Notional												March 31, 2005				December 31, 2004
Company		Amount				Company Pays				Counterparty Pays				Fair Value				Fair Value
Fair-Value Hedges
ComEd		$	240				3 Month LIBOR
							plus 1.12% – 1.60%				6.15%			$	—			$	9
Cash-Flow Hedges
Exelon			1,200				4.51% – 5.1%				3 Month LIBOR				42				2
ComEd			280				5.35% – 5.43%				3 Month LIBOR				(3	)			—
Net deferred gains														$	39			$	11

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

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														Exelon
		ComEd				PECO				Generation				Consolidated
Net change in positions expected to be eliminated during the three months ended March 31, 2005			(15	)			8				(17	)			(17	)
Net change in positions expected to be eliminated during the three months ended March 31, 2004			9				32				63				46
Positions identified for elimination not eliminated as of March 31, 2005			199				17				61				331

										Energy												Exelon
Salary Continuance Severance		ComEd				PECO				Delivery				Generation				Other				Consolidated
Expense (income) recorded for three months ended March 31, 2005		$	(1	)		$	1			$	—			$	(1	)		$	(1	)		$	(2	)
Expense (income) recorded for three months ended March 31, 2004			—				5				5				(6	)			2				1

														Exelon
Salary Continuance Obligations		ComEd				PECO				Generation				Consolidated
Balance at January 1, 2005		$	28			$	7			$	16			$	69
Severance (benefits) charges recorded			(1	)			1				(1	)			(2	)
Cash payments			(4	)			(3	)			(2	)			(13	)
Balance at March 31, 2005		$	23			$	5			$	13			$	54

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

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											Other
											Postretirement
			Pension Benefits								Benefits Three
			Three Months Ended								Months Ended
			March 31,								March 31,
			2005				2004				2005				2004(a)
Service cost			$	38			$	33			$	23			$	20
Interest cost				139				134				43				45
Expected return on assets				(192	)(b)			(154	)			(24	)			(23	)
Amortization of:
	Transition obligation (asset)			(1	)			(1	)			2				2
	Prior service cost (benefit)			4				4				(22	)			(19	)
	Actuarial loss			30				15				17				15
Net periodic benefit cost			$	18			$	31			$	39			$	40

(a)	Amounts have been restated to account for the reduction in net periodic postretirement benefit cost resulting from the adoption of FSP FAS 106-2. See Note 1 — Basis of Presentation for further information regarding the adoption of FSP FAS 106-2.

(b)		Increase in expected return on pension assets for the three months ended March 31, 2005 compared to 2004 was primarily attributable to discretionary pension contributions of $2 billion made during the first quarter of 2005.

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		Three Months
		Ended
		March 31,
Pension and Postretirement Benefit Costs(a)		2005				2004(b)
ComEd		$	19			$	24
PECO			6				8
Generation			24				31

(a)	Includes capital and operating and maintenance expense.

(b)		Amounts have been restated to account for the reduction in net periodic postretirement benefit cost resulting from the adoption of FSP FAS 106-2. See Note 1 — Basis of Presentation for further information regarding the adoption of FSP FAS 106-2.

		Three Months
		Ended
		March 31,
Savings Plan Matching Contributions		2005				2004
Exelon		$	14			$	14
ComEd			4				4
PECO			2				2
Generation			7				7

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

	Exelon

			Three Months
			Ended
			March 31,
			2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			3.9				2.7
	Synthetic fuel-producing facilities credit(a)			(7.4	)			(7.8	)
	Low-income housing credit			—				(0.6	)
	Amortization of investment tax credit			(0.4	)			(0.5	)
	Tax-exempt income			(0.4	)			(0.5	)
	Qualified nuclear decommissioning trust fund income			0.4				0.8
	Nontaxable employee benefits			(0.4	)			(0.4	)(b)
	Other			0.2				(0.2	)
Effective income tax rate				30.9	%			28.5	%

(a)	See Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for further information regarding investments in synthetic fuel-producing facilities.

(b)		Amounts have been restated to account for the reduction in net periodic postretirement benefit cost resulting from the adoption of FSP FAS 106-2. See Note 1 — Basis of Presentation for further information regarding the adoption of FSP FAS 106-2.

	ComEd

			Three Months
			Ended
			March 31,
			2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.8				4.8
	Amortization of regulatory asset			0.7				0.5
	Amortization of investment tax credit			(0.7	)			(0.2	)
	Nontaxable employee benefits			(0.6	)			(0.1	)(a)
	Other			0.5				0.1
Effective income tax rate				39.7	%			40.1	%

(a)	Amounts have been restated to account for the reduction in net periodic postretirement benefit cost resulting from the adoption of FSP FAS 106-2. See Note 1 — Basis of Presentation for further information regarding the adoption of FSP FAS 106-2.

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	PECO

			Three Months
			Ended
			March 31,
			2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			0.8				0.7
	Plant basis differences			0.3				(1.0	)
	Amortization of investment tax credit			(0.3	)			(0.3	)
	Nontaxable employee benefits			(0.2	)			(0.2	)(a)
	Other			(0.2	)			(2.3	)
Effective income tax rate				35.4	%			31.9	%

(a)	Amounts have been restated to account for the reduction in net periodic postretirement benefit cost resulting from the adoption of FSP FAS 106-2. See Note 1 — Basis of Presentation for further information regarding the adoption of FSP FAS 106-2.

	Generation

			Three Months
			Ended
			March 31,
			2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.9				4.5
	Tax-exempt income			(0.5	)			(2.1	)
	Qualified nuclear decommissioning trust income			0.5				3.4
	Amortization of investment tax credit			(0.3	)			(1.0	)
	Nontaxable employee benefits			(0.2	)			(0.9	)(a)
	Other			(0.8	)			(0.2	)
Effective income tax rate				38.6	%			38.7	%

(a)	Amounts have been restated to account for the reduction in net periodic postretirement benefit cost resulting from the adoption of FSP FAS 106-2. See Note 1 — Basis of Presentation for further information regarding the adoption of FSP FAS 106-2.

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11.	Nuclear Decommissioning and Nuclear Decommissioning Trust Fund Investments (Exelon and Generation)

	Nuclear Decommissioning

		Generation				Exelon
Asset retirement obligation at January 1, 2005		$	3,980			$	3,981
Liabilities disposed(a)			(3	)			(3	)
Accretion expense			64				64
Payments to decommission retired plants			(3	)			(3	)
Asset retirement obligation at March 31, 2005		$	4,038			$	4,039

(a)	The ARO of Sithe was removed from the balance sheet upon its sale on January 31, 2005.

	Nuclear Decommissioning Trust Fund Investments

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

	Stock Split

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	Share Repurchases

	Earnings per Share

			Three Months
			Ended
			March 31,
			2005				2004
Income from continuing operations			$	507				397
Discontinued operations				14				(17	)
Income before cumulative effect of a change in accounting principle				521				380
Cumulative effect of a change in accounting principle				—				32
Net income			$	521			$	412
Average common shares outstanding — basic				666				659
Assumed exercise of stock options				9				6
Average common shares outstanding — diluted				675				665
Earnings per average common share — Basic:
	Income from continuing operations		$	0.76			$	0.60
	Discontinued operations			0.02				(0.02	)
	Income before cumulative effect of a change in accounting principle		$	0.78			$	0.58
	Cumulative effect of a change in accounting principle			—				0.05
	Net income		$	0.78			$	0.63
Earnings per average common share — Diluted:
	Income from continuing operations		$	0.75			$	0.59
	Discontinued operations			0.02				(0.02	)
	Income before cumulative effect of a change in accounting principle		$	0.77			$	0.57
	Cumulative effect of a change in accounting principle			—				0.05
	Net income		$	0.77			$	0.62

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

	Energy Commitments

	•	Power-only sales commitments of $395 million and minimum fuel purchase commitments of $217 million were eliminated after the sale of Sithe on January 31, 2005.

	Commercial Commitments

	•	Letters of credit decreased $86 million, primarily as a result of the sale of Sithe. See Note 4 — Acquisitions and Dispositions for further discussion. Guarantees decreased $66 million, primarily as a result of the wind-down of Enterprises’ operations.

	Environmental Liabilities

		Total
		Environmental
		Investigation and				Portion of Total Related
		Remediation				to MGP Investigation
March 31, 2005		Reserve				and Remediation(a)
Exelon		$	123			$	95
ComEd			60				54
PECO			47				41
Generation			16				—

(a)	Discounted.

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		Total
		Environmental
		Investigation and				Portion of Total Related
		Remediation				to MGP Investigation
December 31, 2004		Reserve				and Remediation(a)
Exelon		$	124			$	96
ComEd			61				55
PECO			47				41
Generation			16				—

(a)	Discounted.

	Litigation

	Exelon

	ComEd

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	PECO and Generation

	Exelon, ComEd, PECO and Generation

	Income Tax Refund Claims

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	Jointly Owned Electric Utility Plant

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

	Supplemental Income Statement Information

			Three Months
			Ended
			March 31,
Exelon			2005				2004
Investment income			$	3			$	2
Gain on disposition of assets and investments, net(a)				2				2
Decommissioning-related activities:
	Decommissioning trust fund income(b)			28				30
	Decommissioning trust fund income — AmerGen(b)			13				11
	Other-than-temporary impairment of decommissioning trust funds(c)			(7	)			—
	Other-than-temporary impairment of decommissioning trust funds — AmerGen			(1	)			—
	Regulatory offset to non-operating decommissioning-related activities(d)			(21	)			(30	)
Net direct financing lease income				5				5
Allowance for funds used during construction (AFUDC), equity				1				—
Other				7				12
Other, net			$	30			$	32

(a)	See Note 4 — Acquisitions and Dispositions for further discussion. Excludes gains (losses) related to Sithe and certain components of Enterprises as they are classified as discontinued operations.

(b)		Includes investment income and realized gains and losses.
(c)		As both realized and unrealized losses are included as a reduction in the fair value of the investments and in the fair value of the regulatory liability, the realization of these losses associated with the former ComEd plants had no impact on Exelon’s or Generation’s results of operations or financial position.
(d)		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 14 and 16 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.

		Three Months
		Ended
		March 31,
ComEd		2005				2004
Investment income		$	1			$	1
Gain on disposition of assets and investments, net			3				2
AFUDC, equity			1				—
Other			(1	)			—
Other, net		$	4			$	3

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		Three Months
		Ended
		March 31,
PECO		2005				2004
Investment income		$	2			$	1
Other			(1	)			1
Other, net		$	1			$	2

			Three Months
			Ended
			March 31,
Generation			2005				2004
Decommissioning-related activities:
	Decommissioning trust fund income(a)		$	28			$	30
	Decommissioning trust fund income — AmerGen(a)			13				11
	Other-than-temporary impairment of decommissioning trust funds(b)			(7	)			—
	Other-than-temporary impairment of decommissioning trust funds — AmerGen			(1	)			—
	Regulatory offset to non-operating decommissioning-related activities(c)			(21	)			(30	)
Other				6				8
Other, net			$	18			$	19

(a)	Includes investment income and realized gains and losses.

(b)		As both realized and unrealized losses are included as a reduction in the fair value of the investments and in the fair value of the regulatory liability, the realization of these losses associated with the former ComEd plants had no impact on Exelon’s or Generation’s results of operations or financial position.
(c)		Includes the elimination of non-operating decommissioning-related activity for those units that are subject to contractual obligation accounting, including the elimination of decommissioning trust fund income including realized and unrealized gains and losses and other-than-temporary impairments for certain nuclear units. See Notes 13 and 15 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Form 10-K for more information regarding the contractual accounting applied for certain nuclear units.

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	Supplemental Balance Sheet Information

		March 31,				December 31,
ComEd		2005				2004
Regulatory assets (liabilities)
Nuclear decommissioning		$	(1,382	)		$	(1,433	)
Removal costs			(1,022	)			(1,011	)
Reacquired debt costs and interest-rate swap settlements			119				118
Recoverable transition costs			81				87
Deferred income taxes			6				4
Other			31				31
Total		$	(2,167	)		$	(2,204	)

		March 31,				December 31,
PECO		2005				2004
Regulatory assets (liabilities)
Competitive transition charge		$	3,840			$	3,936
Deferred income taxes			746				747
Non-pension postretirement benefits			50				52
Reacquired debt costs			40				42
MGP regulatory asset(a)			29				32
U.S. Department of Energy facility decommissioning			18				19
Nuclear decommissioning			(35	)			(46	)
Other			14				8
Long-term regulatory assets			4,702				4,790
Deferred energy costs (current asset)			36				71
Total		$	4,738			$	4,861

(a)	See Note 13 — Commitments and Contingencies for further information.

March 31, 2005			Exelon				ComEd				PECO				Generation
Property, plant and equipment:
	Accumulated depreciation		$	7,424			$	1,046			$	2,148			$	4,123
Accounts receivable:
	Allowance for uncollectible accounts			83				16				45				17

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December 31, 2004				Exelon				ComEd				PECO				Generation
Property, plant and equipment:
		Accumulated depreciation		$	7,229			$	1,008			$	2,165			$	3,949
Accounts receivable:
	Allowance for uncollectible accounts				93				16				52				19

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

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	Three Months Ended March 31, 2005 and 2004

		Energy												Intersegment
		Delivery				Generation				Other(a)				Eliminations				Consolidated
Total revenues:(b)
2005		$	2,681			$	2,020			$	168			$	(1,308	)		$	3,561
2004			2,575				1,946				161				(1,047	)			3,635
Intersegment revenues:
2005		$	4			$	1,135			$	169			$	(1,308	)		$	—
2004			13				879				155				(1,047	)			—
Income from continuing operations before income taxes and minority interest:
2005		$	315			$	495			$	(76	)		$	—			$	734
2004			500				119				(62	)			—				557
Income taxes:
2005		$	117			$	191			$	(81	)		$	—			$	227
2004			185				46				(72	)			—				159
Income from continuing operations:
2005		$	198			$	304			$	5			$	—			$	507
2004			315				71				11				—				397
Discontinued operations:
2005		$	—			$	16			$	(2	)		$	—			$	14
2004			—				(1	)			(16	)			—				(17	)
Cumulative effect of a change in accounting principle:
2005		$	—			$	—			$	—			$	—			$	—
2004			—				32				—				—				32
Net income (loss):
2005		$	198			$	320			$	3			$	—			$	521
2004			315				102				(5	)			—				412
Total Assets:
March 31, 2005		$	28,394			$	16,519			$	13,893			$	(16,398	)		$	42,408
December 31, 2004			27,574				16,438				13,268				(14,510	)			42,770

(a)	Other consists of corporate operations, including Exelon Business Services Company (BSC), Enterprises and investments in synthetic fuel-producing facilities.

(b)		$63 million and $62 million in utility taxes are included in the revenues and expenses for the three months ended March 31, 2005 and 2004, respectively for ComEd. $52 million and $50 million in utility taxes are included in the revenues and expenses for the three months ended March 31, 2005 and 2004, respectively, for PECO.

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

	Exelon and ComEd

			Three Months Ended
			March 31,
			2005				2004
Operating revenues from ComEd Transitional Funding Trust			$	1			$	—
Interest expense to financing affiliates
	ComEd Transitional Funding Trust			19				24
	ComEd Financing II			3				3
	ComEd Financing III			3				3
Equity in losses from unconsolidated affiliates
	ComEd Funding LLC			(4	)			(3	)

			March 31,				December 31,
			2005				2004
Receivables from affiliates (current)
	ComEd Transitional Funding Trust		$	11			$	9
Investment in affiliates
	ComEd Funding LLC			32				36
	ComEd Financing II			10				10
	ComEd Financing III			6				6
Receivable from affiliates (noncurrent)
	ComEd Transitional Funding Trust			11				10
Payables to affiliates (current)
	ComEd Financing II			3				6
	ComEd Financing III			—				4
Long-term debt to financing trusts (including due within one year)
	ComEd Transitional Funding Trust			1,244				1,341
	ComEd Financing II			155				155
	ComEd Financing III			206				206

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			Three Months Ended
			March 31,
			2005				2004
Operating revenues from affiliates
	Generation(a)		$	2			$	10
	Enterprises(a)			—				1
Purchased power from affiliate
	PPA with Generation(b)			753				530
Operations & maintenance from affiliates
	BSC(c)			44				41
	Enterprises(d)			—				4
Interest income from affiliates
	UII(e)			—				4
	Exelon intercompany money pool(f)			2				1
	Other			—				1
Capitalized costs
	BSC(c)			14				13
Cash dividends paid to parent				138				103

			March 31,				December 31,
			2005				2004
Receivables from affiliates (current)
	Exelon intercompany money pool(f)		$	101			$	308
	Other			1				1
Receivables from affiliates (noncurrent)
	Generation(g)			1,382				1,433
Payables to affiliates (current)
	Generation decommissioning(h)			11				11
	Generation (a, b)			244				189
	BSC(c)			17				17
Payables to affiliates (noncurrent)
	Generation decommissioning(h)			11				11
	Other			8				6
Shareholders’ equity — receivable from parent(i)				—				125

(a)	ComEd provides retail electric and ancillary services to Generation. ComEd provided electric and ancillary services to certain Enterprises companies which were sold in 2004. Prior to joining PJM on May 1, 2004, ComEd also provided transmission services to Generation and Enterprises.

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(b)		ComEd has entered into a full-requirements purchase power agreement (PPA), as amended, with Generation. See Note 15 of ComEd’s Notes to Consolidated Financial Statements within ComEd’s 2004 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 had contracted with a subsidiary of Exelon Services (an Enterprises company) to provide energy conservation services to ComEd customers. The subsidiary was sold by Exelon in 2004.
(e)		ComEd had a note and interest receivable with a variable rate of the one month forward LIBOR rate plus 50 basis points from UII, LLC (successor to Unicom Investments Inc.) relating to ComEd’s December 1999 fossil plant sale. The note was paid in full during 2004.
(f)		ComEd participates in Exelon’s intercompany money pool. ComEd 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)		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. For further information see Note 10 of ComEd’s Notes to Consolidated Financial Statements within ComEd’s 2004 Form 10-K.
(h)		ComEd had a short-term and long-term payable to Generation, primarily representing ComEd’s legal requirements to remit collections of nuclear decommissioning costs from its customers to Generation.
(i)		ComEd had a non-interest bearing receivable from Exelon related to a corporate restructuring in 2001. The receivable was settled in 2005.

	Exelon and PECO

			Three Months Ended
			March 31,
			2005				2004
Operating revenues from affiliate
	PETT(a)		$	2			$	2
Interest expense to financing affiliates
	PETT			56				60
	PECO Trust III			2				2
	PECO Trust IV			1				1
Equity in losses from unconsolidated affiliates
	PETT			4				7

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			March 31,				December 31,
			2005				2004
Investment in affiliates
	PETT		$	74			$	77
	PECO Energy Capital Corp			4				4
	PECO Trust IV			6				6
Payables to affiliates (current)
	PECO Trust III			2				1
	PECO Trust IV			2				—
Long-term debt to financing trusts (including due within one year)
	PETT			3,348				3,456
	PECO Trust III			81				81
	PECO Trust IV			103				103

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

			Three Months Ended
			March 31,
			2005				2004
Operating revenues from affiliate
	Generation(a)		$	2			$	2
Purchased power from affiliate
	Generation(b)			381				349
Fuel from affiliate
	Generation(c)			1				—
Operating and maintenance from affiliates
	BSC(d)			25				23
Interest income from affiliates
	Other			1				—
Capitalized costs
	BSC(d)			6				4
Cash dividends paid to parent				115				90

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			March 31,				December 31,
			2005				2004
Receivable from affiliate (current)
	Exelon intercompany money pool(e)		$	—			$	34
Receivable from affiliate (noncurrent)
	Generation decommissioning(f)			35				46
Payables to affiliates (current)
	Generation(b, c)			130				125
	BSC(d)			21				20
	Other			1				—
Shareholder’s equity — receivable from parent(g)				1,338				1,482

(a)	PECO provides energy to Generation for Generation’s own use.

(b)		PECO has entered into a PPA with Generation. See Note 14 of PECO’s Notes to Consolidated Financial Statements within PECO’s 2004 Form 10-K for more information regarding the PPA.
(c)		Effective April 1, 2004, PECO entered into a one-year gas procurement agreement with Generation.
(d)		PECO receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, supply management services, planning and engineering of delivery systems, management of construction, maintenance and operations of the transmission and delivery systems and management of other support services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(e)		PECO participates in Exelon’s intercompany money pool. PECO earns interest on its contributions to the money pool at a market rate of interest.
(f)		PECO has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct, whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to PECO for payment to PECO’s customers. See Note 9 of PECO’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K.
(g)		PECO has a non-interest bearing receivable from Exelon related to the 2001 corporate restructuring. The receivable is expected to be settled over the years 2005 through 2010.

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	Generation

			Three Months Ended
			March 31,
			2005				2004
Operating revenues from affiliates
	ComEd(a)		$	753			$	530
	PECO(a)			382				349
Purchased power from affiliates
	ComEd(a)			—				8
Operating and maintenance from affiliates
	ComEd(a)			2				2
	PECO(a)			2				2
	BSC(b)			64				61
Interest expense to affiliates
	Exelon intercompany money pool(c)			2				1
Cash distribution paid to member				239				54
Cash contribution received from member				843				—

			March 31,				December 31,
			2005				2004
Receivables from affiliates (current)
	ComEd(a)		$	244			$	189
	ComEd decommissioning(d)			11				11
	PECO(a)			130				125
	BSC(b)			1				7
Note receivable from affiliate (noncurrent)
	ComEd decommissioning(d)			11				11
Payables to affiliates (current)
	Exelon(c)			38				42
Notes payable to affiliates (current)
	Exelon intercompany money pool(c)			37				283
Payables to affiliates (noncurrent)
	ComEd decommissioning(e)			1,382				1,433
	PECO decommissioning(e)			35				46

(a)

Generation has entered into PPAs with ComEd and PECO, as amended, to provide the full energy requirements of ComEd and PECO. Effective April 1, 2004, Generation entered into a one-year gas supply agreement with PECO. Generation purchases electric and ancillary services from ComEd and buys energy from PECO for Generation’s own use. In order to facilitate payment processing, ComEd processes certain invoice payments on behalf of Generation.

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	Prior to joining PJM on May 1, 2004, ComEd also provided transmission services to Generation. Amounts charged by PECO and ComEd to Generation for transmission have been recorded as intercompany purchased power by Generation.

(b)		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 Generation are recovered through BSC.
(c)		Represents the outstanding balance of amounts invested in or borrowed under the intercompany money pool and other short-term obligations payable to Exelon. In order to facilitate payment processing, Exelon processes certain invoice payments on behalf of Generation.
(d)		Generation has a short-term and a long-term receivable from ComEd, primarily representing ComEd’s legal requirements to remit collections of nuclear decommissioning costs from its customers to Generation resulting from the 2001 corporate restructuring.
(e)		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 their respective customers.

17.	Derivative Financial Instruments (Generation)

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		Cash-Flow				Other				Proprietary
		Hedges				Derivatives				Trading				Total
Current assets		$	372			$	193			$	14			$	579
Noncurrent assets			140				35				141				316
Total mark-to-market energy contract assets		$	512			$	228			$	155			$	895
Current liabilities		$	(700	)		$	(151	)		$	(14	)		$	(865	)
Noncurrent liabilities			(240	)			(30	)			(137	)			(407	)
Total mark-to-market energy contract liabilities		$	(940	)		$	(181	)		$	(151	)		$	(1,272	)
Total mark-to-market energy contract net assets (liabilities)		$	(428	)		$	47			$	4			$	(377	)

	Cash-Flow Hedges

		Total Cash-Flow
		Hedge OCI Activity,
		Net of Income Tax
Accumulated OCI derivative loss at January 1, 2005		$	(137	)
Changes in fair value			(176	)
Reclassifications from OCI to net income			54
Accumulated OCI derivative loss at March 31, 2005		$	(259	)

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		Total Cash-Flow
		Hedge OCI Activity,
		Net of Income Tax
Accumulated OCI derivative loss at January 1, 2004		$	(133	)
Changes in fair value			(266	)
Reclassifications from OCI to net income			75
Exelon Energy opening balance			2
Accumulated OCI derivative loss at March 31, 2004		$	(322	)

	Other Derivatives Mark-to-Market

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18.	Subsequent Events (Exelon)

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

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

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	•	Proposed Merger with PSEG — On December 20, 2004, Exelon entered into an Agreement and Plan of Merger (Merger Agreement) with Public Service Enterprise Group Incorporated (PSEG), a holding company engaged through its subsidiaries in electric and gas utility businesses primarily located and serving customers in New Jersey, whereby PSEG will be merged with and into Exelon (Merger). See Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for further information.

	•	Sale of Sithe — 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 closed on the acquisition of Reservoir Capital Group’s 50% interest in Sithe and the sale of 100% of Sithe to Dynegy, Inc. (Dynegy). Prior to closing on the sale to Dynegy, subsidiaries of Generation received from Sithe approximately $65 million in cash distributions. As a result of the sale, Exelon and Generation deconsolidated from their balance sheets approximately $820 million of debt and were released from approximately $125 million of credit support. Dynegy acquired $32 million of cash as part of the sale of Sithe. Additionally, Exelon has recorded $53 million of liabilities related to certain indemnifications provided to Dynegy and other liabilities directly resulting from the transaction. These liabilities were taken into account in the final determination of the net gain on sale of $21 million (before income taxes). See Note 4 of the Combined Notes to Consolidated Financial Statements for further information regarding the sale of Generation’s investment in Sithe.

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	•	On March 7, 2005, Exelon entered into a $2 billion term loan agreement to fund pension contributions in the first quarter of 2005. Exelon expects to repay the amount outstanding primarily with the proceeds from long-term debt financing that Exelon expects will be issued later this year. See liquidity and capital resources section below for additional discussion related to the $2 billion term loan.

	•	On March 17, 2005, ComEd issued $91 million of tax-exempt long-term debt that was used to retire an equivalent amount of higher coupon tax-exempt debt.

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	•	Exelon’s interests in synthetic fuel-producing facilities increased Exelon’s net income by $16 million and $14 million in the first quarters of 2005 and 2004, respectively. Tax credits generated by the production of synthetic fuel are subject to a phase-out provision that gradually reduces tax credits as the annual average wellhead price per barrel of domestic crude oil increases into an inflation-adjusted phase-out range. For 2004, the tax credit would have begun to phase-out when the annual average wellhead price per barrel of domestic crude oil exceeded $51.35 per barrel and would have been completely phased out when the annual average wellhead price per barrel of domestic crude oil reached $64.47 per barrel. The 2005 phase-out range will be calculated using inflation rates published in 2006 by the Internal Revenue Service. If domestic crude oil prices remain high in 2005, the tax credits and net income generated by the investments may be reduced substantially and could result in an estimated after-tax non-operating loss of $70 million in the event the tax credits are completely phased out. In the first quarter of 2005, Generation entered into certain derivatives to hedge a portion of this commodity exposure in the normal course of its trading operations. In addition, Exelon has recorded an intangible asset related to its investments in these facilities with a net carrying value of $192 million at March 31, 2005 that could become impaired if domestic crude oil prices continue to increase in the future. The subsidiaries of Exelon that hold interests in the synthetic fuel-producing facilities are subject to debt obligations related to the purchase of the facilities that have a principal balance of $205 million as of March 31, 2005. The performance of those subsidiaries with respect to these debt obligations is not guaranteed by Exelon.

	Three Months Ended March 31, 2005 Compared To Three Months Ended March 31, 2004

		Three Months
		Ended
		March 31,								Favorable
										(Unfavorable)
		2005				2004				Variance
Operating revenues		$	3,561			$	3,635			$	(74	)
Purchased power and fuel expense			1,190				1,395				205
Operating and maintenance expense(a)			949				979				30
Depreciation and amortization			319				301				(18	)
Operating income			931				771				160
Other income and deductions			(197	)			(214	)			17
Income from continuing operations before income taxes and minority interest			734				557				177
Income from continuing operations			507				397				110
Income (loss) from discontinued operations			14				(17	)			31
Income before cumulative effect of a change in accounting principle			521				380				141
Net income			521				412				109
Diluted earnings per share			0.77				0.62				0.15

(a)	Operating and maintenance expense for the three months ended March 31, 2004 has been adjusted to reflect a reduction in net periodic postretirement benefit cost of $6 million due to the adoption of FSP FAS 106-2. See Note 1 of the Combined Notes to Consolidated Financial Statements for additional information.

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	Results of Operations by Business Segment

	Net Income from Continuing Operations by Business Segment

		Three Months
		Ended
		March 31,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	198			$	315			$	(117	)
Generation			304				71				233
Other(a)			5				11				(6	)
Total		$	507			$	397			$	110

(a)	Other consists of corporate operations, including BSC, Enterprises, investments in synthetic fuel-producing facilities and intersegment eliminations.

	Net Income (Loss) by Business Segment

		Three Months
		Ended
		March 31,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	198			$	315			$	(117	)
Generation			320				102				218
Other(a)			3				(5	)			8
Total		$	521			$	412			$	109

(a)	Other consists of corporate operations, including BSC, Enterprises, investments in synthetic fuel-producing facilities and intersegment eliminations.

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	Results of Operations — Energy Delivery

				Three Months
				Ended
				March 31,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	2,681			$	2,575			$	106
Operating expenses
	Purchased power and fuel expense				1,517				1,179				(338	)
	Operating and maintenance(a)				337				349				12
	Depreciation and amortization				233				227				(6	)
	Taxes other than income				132				137				5
		Total operating expense			2,219				1,892				(327	)
Operating income					462				683				(221	)
Other income and deductions
	Interest expense				(146	)			(183	)			37
	Distributions on preferred securities of subsidiaries				(1	)			(1	)			—
	Equity in losses of unconsolidated affiliates				(8	)			(10	)			2
	Other, net				8				11				(3	)
		Total other income and deductions			(147	)			(183	)			36
Income before income taxes					315				500				(185	)
Income taxes					117				185				68
Net income				$	198			$	315			$	(117	)

(a)	Operating and maintenance expense for the three months ended March 31, 2004 has been adjusted to reflect a reduction in net periodic postretirement benefit cost of $3 million due to the adoption of FSP FAS 106-2. See Note 1 of the Combined Notes to Consolidated Financial Statements for additional information.

																			Total
			ComEd				PECO				Total				PECO				Increase
			Electric				Electric				Electric				Gas				(Decrease)
Customer choice			$	14			$	21			$	35			$	—			$	35
Volume				6				13				19				5				24
Rate changes and mix				(5	)			11				6				18				24
Weather				(4	)			(8	)			(12	)			(1	)			(13	)
Other				1				—				1				—				1
	Retail revenue			12				37				49				22				71
PJM transmission				53				(2	)			51				—				51
T&O/ SECA rates				(16	)			1				(15	)			—				(15	)
Other				1				4				5				(6	)			(1	)
Wholesale and miscellaneous revenues				38				3				41				(6	)			35
Increase in operating revenues			$	50			$	40			$	90			$	16			$	106

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			ComEd								PECO
			Three Months								Three Months
			Ended								Ended
			March 31,								March 31,
			2005				2004				2005				2004
Retail customers purchasing energy from an alternative electric supplier:
	Volume (GWhs)			4,826				5,200				687				1,156
	Percentage of total retail deliveries			22	%			24	%			7	%			12	%
Retail customers purchasing energy from an alternative electric supplier or the ComEd PPO:
	Number of customers			21,300				20,200				77,800				302,000
	Percentage of total retail customers			(a	)			(a	)			5	%			20	%
	Volume (GWhs)			7,336				7,112				687				1,156
	Percentage of total retail deliveries			34	%			33	%			7	%			12	%

(a)	Less than one percent.

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																		Total
		ComEd				PECO				Total				PECO				Increase
		Electric				Electric				Electric				Gas				(Decrease)
Prices		$	231			$	11			$	242			$	18			$	260
PJM transmission			53				2				55				—				55
Customer choice			9				21				30				—				30
Volume			7				3				10				4				14
PJM administrative fees			5				—				5				—				5
T&O/ SECA rates			(13	)			3				(10	)			—				(10	)
Weather			(2	)			(4	)			(6	)			(1	)			(7	)
Other			(3	)			—				(3	)			(6	)			(9	)
Increase in purchased power and fuel expense		$	287			$	36			$	323			$	15			$	338

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										Total
										Increase
		ComEd				PECO				(Decrease)
Employee fringe benefits(a)		$	(11	)		$	(1	)		$	(12	)
Allowance for uncollectible accounts			(4	)			(4	)			(8	)
Severance-related expenses			(2	)			(4	)			(6	)
Pension expense(b)			(2	)			(2	)			(4	)
Contractors			7				3				10
Professional fees related to income tax refund claim(c)			2				9				11
Other			(2	)			(1	)			(3	)
Decrease in operating and maintenance expense		$	(12	)		$	—			$	(12	)

(a)	Excludes severance-related expenses and pension expense. Reflects fewer employees compared to prior year and an adjustment in 2005 related to medical plan fees.

(b)		Pension expense in 2005 is expected to be lower than in 2004 due in large part to significant pension plan contributions made in the first quarter of 2005. See Note 9 of the Combined Notes to Consolidated Financial Statements for additional information.
(c)		See Note 13 of the Combined Notes to Consolidated Financial Statements for additional information.

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										Total
										Increase
		ComEd				PECO				(Decrease)
Depreciation expense		$	4			$	1			$	5
Recoverable transition costs/ CTC amortization			(5	)			9				4
Accelerated amortization on PECO billing system			—				3				3
Other amortization expense			(4	)			(2	)			(6	)
Increase (decrease) in depreciation and amortization expense		$	(5	)		$	11			$	6

										Total
										Increase
		ComEd				PECO				(Decrease)
Reduction in real estate tax accrual in 2005(a)		$	—			$	(6	)		$	(6	)
Other			(1	)			2				1
Decrease in taxes other than income		$	(1	)		$	(4	)		$	(5	)

(a)	Represents a $6 million reduction of a real estate tax accrual in March 2005 following the approval of a settlement between PECO and various taxing authorities related to prior year tax assessments. See Note 13 of the Combined Notes to the Financial Statements for additional information.

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										Total
										Increase
		ComEd				PECO				(Decrease)
Interest income on long-term receivable from UII, LLC(a)		$	(4	)		$	—			$	(4	)
Other			1				—				1
Decrease in other, net		$	(3	)		$	—			$	(3	)

(a)	The decrease in interest income on the long-term receivable from UII, LLC resulted from this receivable being repaid near the end of 2004.

	Energy Delivery Operating Statistics and Revenue Detail

			Three Months
			Ended
			March 31,
Retail Deliveries — (in gigawatthours (GWhs))(a)			2005				2004				Variance				% Change
Full service(b)
Residential				10,379				9,757				622				6.4	%
Small commercial & industrial				6,840				7,375				(535	)			(7.3	)%
Large commercial & industrial				5,290				5,088				202				4.0	%
Public authorities & electric railroads				757				785				(28	)			(3.6	)%
	Total full service			23,266				23,005				261				1.1	%
PPO (ComEd only)
Small commercial & industrial				1,025				769				256				33.3	%
Large commercial & industrial				1,485				1,143				342				29.9	%
				2,510				1,912				598				31.3	%
Delivery only(c)
Residential				104				582				(478	)			(82.1	)%
Small commercial & industrial				2,065				1,952				113				5.8	%
Large commercial & industrial				3,344				3,822				(478	)			(12.5	)%
				5,513				6,356				(843	)			(13.3	)%
	Total PPO and delivery only			8,023				8,268				(245	)			(3.0	)%
Total retail deliveries				31,289				31,273				16				0.1	%

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

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

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			Three Months
			Ended
			March 31,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	951			$	874			$	77				8.8	%
Small commercial & industrial				555				564				(9	)			(1.6	)%
Large commercial & industrial				351				353				(2	)			(0.6	)%
Public authorities & electric railroads				53				55				(2	)			(3.6	)%
	Total full service			1,910				1,846				64				3.5	%
PPO (ComEd only)(b)
Small commercial & industrial				65				51				14				27.5	%
Large commercial & industrial				79				61				18				29.5	%
				144				112				32				28.6	%
Delivery only(c)
Residential				7				42				(35	)			(83.3	)%
Small commercial & industrial				50				54				(4	)			(7.4	)%
Large commercial & industrial				43				51				(8	)			(15.7	)%
				100				147				(47	)			(32.0	)%
	Total PPO and delivery only			244				259				(15	)			(5.8	)%
Total electric retail revenues				2,154				2,105				49				2.3	%
	Wholesale and miscellaneous revenue(d)			167				126				41				32.5	%
Total electric and other revenue			$	2,321			$	2,231			$	90				4.0	%

(a)	Full service revenue reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the delivery cost of the transmission and the distribution of the energy. PECO’s tariffed rates also include a CTC. See Note 5 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for further information regarding CTC.

(b)		Revenues from customers choosing ComEd’s PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(c)		Delivery only revenue reflects revenue under tariffed rates from customers electing to receive generation service from an alternative electric supplier, which rates include a distribution charge and a CTC. Prior to ComEd’s full integration into PJM on May 1, 2004, ComEd’s transmission charges received from alternative electric suppliers were included in wholesale and miscellaneous revenue.
(d)		Wholesale and miscellaneous revenues include transmission revenue (including revenue from PJM), sales to municipalities and other wholesale energy sales.

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	ComEd Electric Operating Statistics and Revenue Detail

			Three Months
			Ended
			March 31,
Retail Deliveries — (in GWhs)(a)			2005				2004				Variance				% Change
Full service(b)
Residential				7,111				7,013				98				1.4	%
Small commercial & industrial				5,108				5,691				(583	)			(10.2	)%
Large commercial & industrial				1,780				1,471				309				21.0	%
Public authorities & electric railroads				530				556				(26	)			(4.7	)%
	Total full service			14,529				14,731				(202	)			(1.4	)%
Delivery only(c)
Small commercial & industrial				1,668				1,528				140				9.2	%
Large commercial & industrial				3,158				3,672				(514	)			(14.0	)%
				4,826				5,200				(374	)			(7.2	)%
PPO
Small commercial & industrial				1,025				769				256				33.3	%
Large commercial & industrial				1,485				1,143				342				29.9	%
				2,510				1,912				598				31.3	%
	Total delivery only and PPO			7,336				7,112				224				3.1	%
Total retail deliveries				21,865				21,843				22				0.1	%

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

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

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			Three Months
			Ended
			March 31,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	565			$	560			$	5				0.9	%
Small commercial & industrial				371				388				(17	)			(4.4	)%
Large commercial & industrial				88				83				5				6.0	%
Public authorities & electric railroads				33				35				(2	)			(5.7	)%
	Total full service			1,057				1,066				(9	)			(0.8	)%
Delivery only(b)
Small commercial & industrial				32				34				(2	)			(5.9	)%
Large commercial & industrial				38				47				(9	)			(19.1	)%
				70				81				(11	)			(13.6	)%
PPO(c)
Small commercial & industrial				65				51				14				27.5	%
Large commercial & industrial				79				61				18				29.5	%
				144				112				32				28.6	%
	Total delivery only and PPO			214				193				21				10.9	%
Total electric retail revenues				1,271				1,259				12				1.0	%
	Wholesale and miscellaneous revenue(d)			115				77				38				49.4	%
Total operating revenues			$	1,386			$	1,336			$	50				3.7	%

(a)	Full service revenue reflects deliveries to customers taking electric service under tariffed rates, which include the cost of energy and the delivery cost of the transmission and the distribution of the energy.

(b)		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. Prior to ComEd’s full integration into PJM on May 1, 2004, ComEd’s transmission charges received from alternative electric suppliers were included in wholesale and miscellaneous revenue.
(c)		Revenues from customers choosing the PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(d)		Wholesale and miscellaneous revenues include transmission revenue (including revenue from PJM), sales to municipalities and other wholesale energy sales.

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	PECO Electric Operating Statistics and Revenue Detail

			Three Months
			Ended
			March 31,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				3,268				2,744				524				19.1	%
Small commercial & industrial				1,732				1,684				48				2.9	%
Large commercial & industrial				3,510				3,617				(107	)			(3.0	)%
Public authorities & electric railroads				227				229				(2	)			(0.9	)%
	Total full service			8,737				8,274				463				5.6	%
Delivery only(b)
Residential				104				582				(478	)			(82.1	)%
Small commercial & industrial				397				424				(27	)			(6.4	)%
Large commercial & industrial				186				150				36				24.0	%
	Total delivery only			687				1,156				(469	)			(40.6	)%
Total retail deliveries				9,424				9,430				(6	)			(0.1	)%

(a)	Full service reflects deliveries to customers taking electric service under tariffed rates.

(b)		Delivery only service reflects customers receiving electric generation service from an alternative electric supplier.

			Three Months
			Ended
			March 31,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	386			$	314			$	72				22.9	%
Small commercial & industrial				184				176				8				4.5	%
Large commercial & industrial				263				270				(7	)			(2.6	)%
Public authorities & electric railroads				20				20				—				—
	Total full service			853				780				73				9.4	%
Delivery only(b)
Residential				7				42				(35	)			(83.3	)%
Small commercial & industrial				18				20				(2	)			(10.0	)%
Large commercial & industrial				5				4				1				25.0	%
	Total delivery only			30				66				(36	)			(54.5	)%
Total electric retail revenues				883				846				37				4.4	%
Wholesale and miscellaneous revenue(c)				52				49				3				6.1	%
Total electric and other revenue			$	935			$	895			$	40				4.5	%

(a)	Full service revenue reflects revenue from customers taking electric service under tariffed rates, which includes the cost of energy, the delivery cost of the transmission and the distribution of the energy and a CTC.

(b)		Delivery only revenue reflects revenue from customers receiving generation service from an alternative electric supplier, which includes a distribution charge and a CTC.
(c)		Wholesale and miscellaneous revenues include transmission revenue from PJM and other wholesale energy sales.

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	Energy Delivery’s and PECO’s Gas Sales Statistics and Revenue Detail

		Three Months
		Ended
		March 31,
Deliveries to customers (in million cubic feet (mmcf))		2005				2004				Variance				% Change
Retail sales			30,134				29,803				331				1.1	%
Transportation			7,545				7,132				413				5.8	%
Total			37,679				36,935				744				2.0	%

		Three Months
		Ended
		March 31,
Revenue		2005				2004				Variance				% Change
Retail sales		$	350			$	328			$	22				6.7	%
Transportation			5				5				—				—
Resales and other			5				11				(6	)			(54.5	)%
Total gas revenue		$	360			$	344			$	16				4.7	%

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				Three Months
				Ended
				March 31,
												Favorable
				2005				2004				(Unfavorable)
Operating revenues				$	2,020			$	1,946			$	74
Operating expenses
	Purchased power				450				530				80
	Fuel				358				568				210
	Operating and maintenance(a)				609				618				9
	Depreciation and amortization				62				55				(7	)
	Taxes other than income				35				47				12
		Total operating expenses			1,514				1,818				304
Operating income					506				128				378
Other income and deductions
	Interest expense				(29	)			(26	)			(3	)
	Equity in losses of unconsolidated affiliates				—				(2	)			2
	Other, net				18				19				(1	)
		Total other income and deductions			(11	)			(9	)			(2	)
Income from continuing operations before income taxes and minority interest					495				119				376
Income taxes					191				46				(145	)
Income from continuing operations before minority interest					304				73				231
Minority interest					—				(2	)			2
Income from continuing operations					304				71				233
Discontinued operations
	Loss from discontinued operations				(1	)			(1	)			—
	Gain on disposal of discontinued operations				21				—				21
	Income taxes				4				—				(4	)
		Income (loss) on discontinued operations			16				(1	)			17
Income before cumulative effect of a change in accounting principle					320				70				250
Cumulative effect of a change in accounting principle (net of income taxes of $22 million for the three months ended March 31, 2004)					—				32				(32	)
Net income				$	320			$	102			$	218

(a)	Operating and maintenance expense for the three months ended March 31, 2004 has been adjusted to reflect a reduction in net periodic postretirement benefit cost of $3 million due to the adoption of FSP FAS 106-2. See Note 1 of the Combined Notes to Consolidated Financial Statements for additional information.

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		Three Months
		Ended
		March 31,
Revenue		2005				2004				Variance				% Change
Electric sales to affiliates		$	1,118			$	860			$	258				30.0	%
Wholesale and retail electric sales			660				884				(224	)			(25.3	)%
Total energy sales revenue			1,778				1,744				34				1.9	%
Retail gas sales			189				169				20				11.8	%
Trading portfolio			6				—				6				n.m.
Other revenue(a)			47				33				14				42.4	%
Total revenue		$	2,020			$	1,946			$	74				3.8	%

(a)	Includes sales related to tolling agreements and fossil fuel sales.

		Three Months
		Ended
		March 31,
Sales (in GWhs)		2005				2004				Variance				% Change
Electric sales to affiliates			28,453				27,464				989				3.6	%
Wholesale and retail electric sales			17,010				23,983				(6,973	)			(29.1	)%
Total sales			45,463				51,447				(5,984	)			(11.6	)%

		Increase
		(Decrease)
Sale of Boston Generating(a)		$	(152	)
Volume			(130	)
Price			58
Decrease in wholesale and retail electric sales		$	(224	)

(a)	Sales of Boston Generating of $7 million were included in other revenues for 2004.

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		Three Months
		Ended
		March 31,
Supply Source (in GWhs)		2005				2004				Variance				% Change
Nuclear generation			32,780				33,411				(631	)			(1.9	)%
Purchases — non-trading portfolio			9,546				11,691				(2,145	)			(18.3	)%
Fossil and hydroelectric generation(a)			3,137				6,345				(3,208	)			(50.6	)%
Total supply			45,463				51,447				(5,984	)			(11.6	)%

(a)	Fossil and hydroelectric supply mix changed as a result of decreased fossil fuel generation due to the sale of Boston Generating in May 2004.

		Increase
		(Decrease)
Boston Generating		$	(150	)
Mark-to-market adjustments on economic hedges			(102	)
Volume			(75	)
Price			56
Other			(19	)
Decrease in purchased power and fuel expense		$	(290	)

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			Three Months
			Ended
			March 31,
($/MWh)			2005				2004				% Change
Average electric revenue
	Electric sales to affiliates		$	39.29			$	31.31				25.5	%
	Wholesale and retail electric sales			38.80				36.86				5.3	%
	Total — excluding the trading portfolio			39.11				33.90				15.4	%
Average electric supply cost(a) — excluding the trading portfolio			$	13.84			$	18.17				(23.8	)%
Average margin — excluding the trading portfolio			$	25.27			$	15.73				60.6	%

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

		Increase
		(Decrease)
Boston Generating		$	(28	)
Addition of Tamuin International			15
Other			4
Decrease in operating and maintenance expense		$	(9	)

		Three Months
		Ended
		March 31,
		2005				2004
Nuclear fleet capacity factor(a)			89.9	%			90.5	%
Nuclear fleet production cost per MWh(a)		$	14.64			$	14.29
Average purchased power cost for wholesale operations per MWh		$	47.14			$	45.33

(a)	Excludes Salem, which is operated by Public Service Enterprise Group Incorporated (PSEG).

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		Three Months
		Ended
		March 31,
		2005				2004				Variance
Net income		$	521			$	412			$	109
Non-cash operating activities(a)			1,125				506				619
Income taxes			(344	)			180				(524	)
Changes in working capital and other noncurrent assets and liabilities(b)			(349	)			(156	)			(193	)
Pension and postretirement healthcare benefit payments			(1,962	)			(93	)			(1,869	)
Net cash flows (used in) provided by operations		$	(1,009	)		$	849			$	(1,858	)

(a)	Represents depreciation, amortization and accretion, deferred income taxes, cumulative effect of a change in accounting principle, impairment of investments and long-lived assets 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.

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		Three Months
		Ended
		March 31,
		2005				2004
ComEd		$	(543	)		$	298
PECO			72				217
Generation			(238	)			202
Other and eliminations			(300	)			132
Exelon cash flows (used in) provided by operating activities		$	(1,009	)		$	849

	Exelon

	•	In January 2005, Exelon received a $102 million Federal income tax refund for capital losses generated in 2003 related to its investment in Sithe, which were carried back to prior periods.

	ComEd, PECO and Generation

	•	There were no significant non-recurring operating cash flows during the periods ended March 31, 2005 and 2004.

		Three Months
		Ended
		March 31,
		2005				2004
ComEd		$	21			$	25
PECO			(23	)			(48	)
Generation			(298	)			(152	)
Other and eliminations			(266	)			(196	)
Exelon cash flows used in investing activities		$	(566	)		$	(371	)

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		Three Months
		Ended
		March 31,								Projected
		2005				2004				2005
ComEd		$	184			$	177			$	742
PECO			56				47				281
Energy Delivery			240				224				1,023
Generation			247				213				1,073
Other(a)			2				—				56
Total Exelon capital expenditures		$	489			$	437			$	2,152

(a)	Other primarily consists of corporate operations.

	Exelon

	•	Exelon contributed $28 million and $8 million to its investments in synthetic fuel-producing facilities during the three months ended March 31, 2005 and 2004, respectively.

	ComEd

	•	As a result of its prior contributions to the Exelon intercompany money pool, $207 million and $179 million were returned to ComEd during the three months ended March 31, 2005 and 2004, respectively.

	PECO

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

	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 closed on the acquisition of Reservoir Capital Group’s 50% interest in Sithe for cash proceeds of $97 million and the

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		sale of 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.
	•	On March 31, 2004, Generation consolidated the assets and liabilities of Sithe under the provisions of FIN 46-R, which resulted in an increase in cash of $19 million. See Note 1 and Note 4 of the Combined Notes to Consolidated Financial Statements for further information regarding the FIN 46-R consolidation of Sithe.
	•	Generation received cash proceeds of $42 million from the January 2004 sale of three gas turbines that were classified as assets held for sale at December 31, 2003.
	•	During the three months ended March 31, 2004, Generation used $53 million of restricted cash to support the operations of Boston Generating.

		Three Months
		Ended
		March 31,
		2005				2004
ComEd		$	597			$	(341	)
PECO			(48	)			(107	)
Generation			357				(108	)
Other and eliminations			530				84
Exelon cash flows provided by (used in) financing activities		$	1,436			$	(472	)

		Three Months
		Ended
		March 31,
		2005				2004
Exelon		$	267			$	181
ComEd			138				103
PECO			116				91
Generation			239				54

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										Outstanding
		Bank				Available				Commercial
Borrower		Sublimit(a)				Capacity(b)				Paper
Exelon Corporate		$	700			$	700			$	290
ComEd			50				24				—
PECO			300				300				36
Generation			450				354				—

(a)	Sublimits under the credit agreements can change upon written notification to the bank group.

(b)		Available capacity represents primarily the bank sublimit net of outstanding letters of credit. The amount of commercial paper outstanding does not reduce the available capacity under the credit agreements.

Exelon

ComEd

PECO

Generation

Credit agreement threshold

2.65 to 1

2.25 to 1

2.25 to 1

3.25 to 1

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		Exelon
		Consolidated				ComEd				PECO(a)				Generation
Long-term debt			29	%			26	%			19	%			32	%
Long-term debt to affiliates(b)			21				13				56				—
Common equity			40				61				23				—
Member’s equity			—				—				—				67
Preferred securities			—				—				1				—
Notes payable(c)			10				—				1				1
Minority interest			—				—				—				—

(a)

As of March 31, 2005, PECO’s capital structure, excluding the deduction from shareholders’ equity of the $1.3 billion receivable from Exelon (which amount is deducted for GAAP purposes as reflected in the table, but is excluded from the percentages in this footnote), consisted of 37% common equity, 1% preferred securities and 62% long-term debt, including long-term debt to unconsolidated affiliates.

(b)		Includes $5 billion, $2 billion and $4 billion owed to unconsolidated affiliates of Exelon, ComEd and PECO, respectively, that qualify as special purpose entities under FIN 46-R. These special purpose entities were created for the sole purpose of issuing debt obligations to securitize intangible transition property and CTCs of Energy Delivery or mandatorily redeemable preferred securities. See Note 1 of the Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Form 10-K for further information regarding FIN 46-R.
(c)		Does not include $2 billion of Exelon’s short-term debt that will be refinanced primarily with long-term debt by the end of 2005. See Note 7 of the Combined Notes to Consolidated Financial Statements for additional information regarding the $2 billion term loan agreement.

										March 31,
										2005
		Maximum				Maximum				Contributed
		Invested				Borrowed				(Borrowed)
ComEd		$	517			$	—			$	101
PECO			210				—				—
Generation			—				540				(37	)
BSC			—				156				(64	)
UII, LLC			2				—				—

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		For the
		Three Months
		Ended
		March 31, 2005
		Interest				Interest
		Received				Paid
ComEd		$	2			$	—
PECO			1				—
Generation			—				2
BSC			—				1
UII, LLC			—				—

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	Exelon

	•	Interest payments of $71 million, $132 million, $115 million and $849 million for payments due in 2005, 2006-2007, 2008-2009 and 2010 and beyond, respectively were eliminated due to the sale of Sithe on January 31, 2005. See Note 4 of the Combined Notes to Consolidated Financial Statements for information regarding the sale of Generation’s investment in Sithe.
	•	Letters of credit decreased $86 million, primarily as a result of the sale of Sithe. See Note 4 of the Combined Notes to Consolidated Financial Statements for further discussion. Guarantees decreased $66 million, primarily as a result of the wind-down of Enterprises’ operations.

	ComEd and PECO

	•	IRS Refund Claims. ComEd and PECO had entered into several agreements with a tax consultant related to the filing of refund claims with the IRS. ComEd and PECO previously made refundable prepayments to the tax consultants of $11 million and $5 million, respectively. The fees for these agreements are contingent upon a successful outcome of the claims and are based upon a percentage of the refunds recovered from the IRS, if any. These potential tax benefits and associated fees could be material to the financial position, results of operations and cash flows of ComEd and PECO. A portion of ComEd’s tax benefits, including any associated interest for periods prior to the merger among PECO, Unicom Corporation (Unicom), the former parent company of ComEd, and Exelon (PECO/ Unicom Merger) would be recorded as a reduction of goodwill pursuant to a reallocation of the PECO/ Unicom Merger purchase price. ComEd and PECO cannot predict the timing of the final resolution of these refund claims.

	In 2004, the IRS granted preliminary approval for one of ComEd’s refund claims and final approval was obtained in the first quarter of 2005. The investment tax credit refund and associated interest have been recorded in the financial statements. Approximately $14 million of tax and interest benefit is reflected in the financial statements of which $12 million ($9 million after-tax) was recorded to goodwill under the provisions of EITF Issue 93-7, “Uncertainties Related to Income Taxes in a Purchase Business Combination.” As a result, in 2005 ComEd recorded an additional consulting expense of $2 million (pre-tax). This amount along with the $5 million (pre-tax) expense recorded in 2004 resulted in a decrease to the prepayment from $11 million to $4 million. The charges represent an estimate of the fee to the tax consultant which may be adjusted upward or downward depending on the IRS’ final calculation of the interest benefit.
	Based on recent negotiations with the IRS, PECO believes it will receive a refund related to one of its claims. As of March 31, 2005, PECO had not reflected the tax benefit associated with the refund claim pending final approval of the IRS. During the first quarter of 2005, PECO eliminated its prepaid tax consultant fee and recorded an additional accrual of $4 million resulting in a total pre-tax charge of $9 million. The charge represents an estimate of the fee to the tax consultant which may be adjusted upward or downward depending on the final resolution of the matter with the IRS.

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	Generation

	•	Interest payments of $71 million, $132 million, $115 million and $849 million for payments due in 2005, 2006-2007, 2008-2009 and 2010 and beyond, respectively were eliminated due to the sale of Sithe on January 31, 2005. See Note 4 of the Combined Notes to Consolidated Financial Statements for information regarding the sale of Generation’s investment in Sithe.
	•	Letters of credit decreased $87 million, primarily as a result of the sale of Sithe. Guarantees decreased $18 million, primarily as a result of the sale of Sithe. See Note 4 of the Combined Notes to Consolidated Financial Statements for further discussion.

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	General

	Executive Overview

	Results of Operations

	Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

				Three Months
				Ended
				March 31,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	1,386			$	1,336			$	50
Operating expenses
	Purchased power				820				533				(287	)
	Operating and maintenance(a)				203				215				12
	Depreciation and amortization				97				102				5
	Taxes other than income				78				79				1
		Total operating expense			1,198				929				(269	)
Operating income					188				407				(219	)
Other income and deductions
	Interest expense				(74	)			(106	)			32
	Equity in losses of unconsolidated affiliates				(4	)			(3	)			(1	)
	Other, net				6				9				(3	)
		Total other income and deductions			(72	)			(100	)			28
Income before income taxes					116				307				(191	)
Income taxes					46				123				77
Net income				$	70			$	184			$	(114	)

(a)	Operating and maintenance expense for the three months ended March 31, 2004 has been adjusted to reflect a reduction in net periodic postretirement benefit cost of $2 million due to the adoption of FSP FAS 106-2. See Note 1 of the Combined Notes to Consolidated Financial Statements for additional information.

	Net Income

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	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

	Credit Matters

	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

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	General

	Executive Overview

	Results of Operations

	Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

				Three Months
				Ended
				March 31,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	1,295			$	1,239			$	56
Operating expenses
	Purchased power				432				396				(36	)
	Fuel				265				250				(15	)
	Operating and maintenance(a)				134				134				—
	Depreciation and amortization				136				125				(11	)
	Taxes other than income				54				58				4
		Total operating expenses			1,021				963				(58	)
Operating income					274				276				(2	)
Other income and deductions
	Interest expense				(72	)			(77	)			5
	Equity in losses of unconsolidated affiliates				(4	)			(7	)			3
	Other, net				2				2				—
		Total other income and deductions			(74	)			(82	)			8
Income before income taxes					200				194				6
Income taxes					71				62				(9	)
Net income					129				132				(3	)
Preferred stock dividends					1				1				—
Net income on common stock				$	128			$	131			$	(3	)

(a)	Operating and maintenance expense for the three months ended March 31, 2004 has been adjusted to reflect a reduction in net periodic postretirement benefit cost of $1 million due to the adoption of FSP FAS 106-2. See Note 1 of the Combined Notes to Consolidated Financial Statements for additional information.

	Net Income

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	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

	Credit Matters

	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

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	General

	Executive Overview

	Results of Operations

	Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

	Cash Flows from Operating Activities

	Cash Flows from Investing Activities

	Cash Flows from Financing Activities

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	Credit Matters

	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

	Generation

	Normal Operations and Hedging Activities

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	Proprietary Trading Activities

		Total
Total mark-to-market energy contract net liabilities at January 1, 2005		$	(145	)
Total change in fair value during 2005 of contracts recorded in earnings			58
Reclassification to realized at settlement of contracts recorded in earnings			10
Reclassification to realized at settlement from OCI			87
Effective portion of changes in fair value — recorded in OCI			(291	)
Purchase/sale/disposal of existing contracts or portfolios subject to mark-to-market			(96	)
Total mark-to-market energy contract net liabilities at March 31, 2005		$	(377	)

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		March 31,				December 31,
		2005				2004
Current assets		$	579			$	403
Noncurrent assets			316				373
Total mark-to-market energy contract assets			895				776
Current liabilities			(865	)			(598	)
Noncurrent liabilities			(407	)			(323	)
Total mark-to-market energy contract liabilities			(1,272	)			(921	)
Total mark-to-market energy contract net liabilities		$	(377	)		$	(145	)

			Maturities Within
																							2010 and				Total Fair
(In millions)			2005				2006				2007				2008				2009				Beyond				Value
Normal Operations, qualifying cash-flow hedge contracts(a):
	Actively quoted prices		$	3			$	—			$	—			$	—			$	—			$	—			$	3
	Prices provided by other external sources			(283	)			(122	)			(26	)			—				—				—				(431	)
	Total		$	(280	)		$	(122	)		$	(26	)		$	—			$	—			$	—			$	(428	)
Normal Operations, other derivative contracts(b):
	Actively quoted prices		$	66			$	17			$	(1	)		$	—			$	—			$	—			$	82
	Prices provided by other external sources			(31	)			1				3				—				—				—				(27	)
Prices based on model or other valuation methods				6				(7	)			(3	)			—				—				—				(4	)
	Total		$	41			$	11			$	(1	)		$	—			$	—			$	—			$	51

(a)		Mark-to-market gains and losses on contracts that qualify as cash-flow hedges are recorded in other comprehensive income.
(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.

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		Total Cash-Flow Hedge OCI Activity,
		Net of Income Tax
		Power Team Normal				Interest-Rate				Total
		Operations and				and Other				Cash-Flow
(In millions)		Hedging Activities				Hedges				Hedges
Accumulated OCI derivative loss at January 1, 2005		$	(137	)		$	(9	)		$	(146	)
Changes in fair value			(176	)			(2	)			(178	)
Reclassifications from OCI to net income			54				—				54
Accumulated OCI derivative loss at March 31, 2005		$	(259	)		$	(11	)		$	(270	)

	Generation

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			Total												Number Of				Net Exposure Of
			Exposure												Counterparties				Counterparties
			Before Credit				Credit				Net				Greater than 10%				Greater than 10%
Rating as of March 31, 2005(a)			Collateral				Collateral				Exposure				of Net Exposure				of Net Exposure
Investment grade			$	210			$	32			$	178				3			$	78
Non-investment grade				31				15				16				—				—
No external ratings Internally rated — investment grade				14				3				11				—				—
	Internally rated — non- investment grade			3				—				3				—				—
Total			$	258			$	50			$	208				3			$	78

(a)	This table does not include accounts receivable exposure and forward credit exposure related to Exelon Energy.

			Maturity of Credit Risk Exposure
											Exposure				Total Exposure
			Less than								Greater than				Before Credit
Rating as of March 31, 2005(a)			2 Years				2-5 Years				5 Years				Collateral
Investment grade			$	208			$	2			$	—			$	210
Non-investment grade				27				4				—				31
No external ratings
	Internally rated — investment grade			14				—				—				14
	Internally rated — non-investment grade			3				—				—				3
Total			$	252			$	6			$	—			$	258

(a)	This table does not include accounts receivable exposure and forward credit exposure related to Exelon Energy.

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	Exelon

	Variable Rate Debt

	Cash-Flow Hedges

	Exelon

	ComEd

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	Generation and PECO

	Fair-Value Hedges

	ComEd

	Generation and PECO

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Item 4.	Controls and Procedures

Item 1.	Legal Proceedings

	Exelon

	ComEd

	PECO and Generation

	Cromby Generating Station (Generation)

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	(c) Exelon

Maximum Number

(or Approximate

Total Number of

Dollar Value) of

Shares Purchased

Shares that May

Total Number

As Part of Publicly

Yet Be Purchased

of Shares

Average Price

Announced Plans

Under the Plans

Period

Purchased(a)

Paid per Share

or Programs(b)

or Programs

January 1 – January 31, 2005

6,423

43.49

—

(b

)

February 1 – February 28, 2005

196,062

44.26

—

(b

)

March 1 – March 31, 2005

1,706

44.13

—

(b

)

Total

204,191

44.24

(b

)

(a)	Shares other than those purchased as a part of a publicly announced plan primarily represent restricted shares surrendered by employees to satisfy tax obligations arising upon the vesting of restricted shares and shares repurchased from a retired executive.

(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

	(a) Exelon, ComEd and Generation

	Regulatory Issues (Exelon ComEd)

	Clean Air Interstate Rule (Generation)

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Item 6.	Exhibits

2-1		—		Amended and Restated Agreement and Plan of Merger dated as of October 20, 2000, among PECO Energy Company, Exelon Corporation and Unicom Corporation (File No. 1-01401, PECO Energy Company Form 10-Q for the quarter ended September 30, 2000, Exhibit 2-1).
2-2		—		Agreement and Plan of Merger between Exelon Corporation and Public Service Enterprise Group Incorporated dated as of December 20, 2004 (File No. 1-16169, Form 8-K dated December 21, 2004, Exhibit 2.1).
3-1		—		Articles of Incorporation of Exelon Corporation (Registration Statement No. 333-37082, Form S-4, Exhibit 3-1).
3-2		—		Amendment to Articles of Incorporation for Exelon Corporation (File No. 1-16169, Form 10-Q for the quarter ended June 30, 2004, Exhibit 3-1).
3-3		—		Amended and Restated Bylaws of Exelon Corporation, adopted January 27, 2004 (File No. 1-16169, 2003 Form 10-K, Exhibit 3-2).
3-4		—		Amended and Restated Articles of Incorporation of PECO Energy Company (File No. 1-01401, 2000 Form 10-K, Exhibit 3-3).
3-5		—		Bylaws of PECO Energy Company, adopted February 26, 1990 and amended January 26, 1998 (File No. 1-01401, 1997 Form 10-K, Exhibit 3-2).
3-6		—		Restated Articles of Incorporation of Commonwealth Edison Company effective February 20, 1985, including Statements of Resolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Company preference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the “$2.425 Cumulative Preference Stock” (File No. 1-1839, 1994 Form 10-K, Exhibit 3-2).
3-7		—		Bylaws of Commonwealth Edison Company, effective September 2, 1998, as amended through October 20, 2000 (File No. 1-1839, 2000 Form 10-K, Exhibit 3-6).
3-8		—		Certificate of Formation of Exelon Generation Company, LLC (Registration Statement No. 333-85496, Form S-4, Exhibit 3-1).
3-9		—		First Amended and Restated Operating Agreement of Exelon Generation Company, LLC executed as of January 1, 2001 (File No. 333-85496, 2003 Form 10-K, Exhibit 3-8).
4-1		—		First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, Trustee (First Union National Bank, successor), (Registration No. 2-2281, Exhibit B-1).
4-1-1		—		Supplemental Indentures to PECO Energy Company’s First and Refunding Mortgage:

Dated as of		File Reference				Exhibit No.
May 1, 1927			2-2881				B-1(c)
March 1, 1937			2-2881				B-1(g)
December 1, 1941			2-4863				B-1(h)
November 1, 1944			2-5472				B-1(i)
December 1, 1946			2-6821				7-1(j)
September 1, 1957			2-13562				2(b)-17
May 1, 1958			2-14020				2(b)-18
March 1, 1968			2-34051				2(b)-24
March 1, 1981			2-72802				4-46
March 1, 1981			2-72802				4-47
December 1, 1984			1-01401, 1984 Form 10-K				4-2(b)
April 1, 1991			1-01401, 1991 Form 10-K				4(e)-76
December 1, 1991			1-01401, 1991 Form 10-K				4(e)-77
June 1, 1992			1-01401, June 30, 1992 Form 10-Q				4(e)-81
March 1, 1993			1-01401, 1992 Form 10-K				4(e)-86
May 1, 1993			1-01401, March 31, 1993 Form 10-Q				4(e)-88

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Dated as of		File Reference				Exhibit No.
May 1, 1993			1-01401, March 31, 1993 Form 10-Q				4(e)-89
August 15, 1993			1-01401, Form 8-A dated August 19, 1993				4(e)-92
May 1, 1995			1-01401, Form 8-K dated May 24, 1995				4(e)-96
September 15, 2002			1-01401, September 30, 2002 Form 10-Q				4-1
October 1, 2002			1-01401, September 30, 2002 Form 10-Q				4-2
April 15, 2003			0-16844, March 31, 2003 Form 10-Q				4.1
April 15, 2004			0-16844, September  30, 2004 Form 10-Q				4-1-1

4-2		—		Exelon Corporation Dividend Reinvestment and Stock Purchase Plan (Registration Statement No. 333-84446, Form S-3, Prospectus).
4-3		—		Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Midwest Trust Company, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (File No. 2-60201, Form S-7, Exhibit 2-1).
4-3-1		—		Supplemental Indentures to aforementioned Commonwealth Edison Mortgage.

Dated as of		File Reference				Exhibit No.
August 1, 1946			2-60201, Form S-7				2-1
April 1, 1953			2-60201, Form S-7				2-1
March 31, 1967			2-60201, Form S-7				2-1
April 1,1967			2-60201, Form S-7				2-1
February 28, 1969			2-60201, Form S-7				2-1
May 29, 1970			2-60201, Form S-7				2-1
June 1, 1971			2-60201, Form S-7				2-1
April 1, 1972			2-60201, Form S-7				2-1
May 31, 1972			2-60201, Form S-7				2-1
June 15, 1973			2-60201, Form S-7				2-1
May 31, 1974			2-60201, Form S-7				2-1
June 13, 1975			2-60201, Form S-7				2-1
May 28, 1976			2-60201, Form S-7				2-1
June 3, 1977			2-60201, Form S-7				2-1
May 17, 1978			2-99665, Form S-3				4-3
August 31, 1978			2-99665, Form S-3				4-3
June 18, 1979			2-99665, Form S-3				4-3
June 20, 1980			2-99665, Form S-3				4-3
April 16, 1981			2-99665, Form S-3				4-3
April 30, 1982			2-99665, Form S-3				4-3
April 15, 1983			2-99665, Form S-3				4-3
April 13, 1984			2-99665, Form S-3				4-3
April 15, 1985			2-99665, Form S-3				4-3
April 15, 1986			33-6879, Form S-3				4-9
June 15, 1990			33-38232, Form S-3				4-12
October 1, 1991			33-40018, Form S-3				4-13
October 15, 1991			33-40018, Form S-3				4-14
May 15, 1992			33-48542, Form S-3				4-14
September 15, 1992			33-53766, Form S-3				4-14
February 1, 1993			1-1839, 1992 Form 10-K				4-14

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Dated as of		File Reference				Exhibit No.
April 1, 1993			33-64028, Form S-3				4-12
April 15, 1993			33-64028, Form S-3				4-13
June 15, 1993			1-1839, Form 8-K dated May 21, 1993				4-1
July 15, 1993			1-1839, Form 10-Q for quarter ended June 30, 1993.				4-1
January 15, 1994			1-1839, 1993 Form 10-K				4-15
December 1, 1994			1-1839, 1994 Form 10-K				4-16
June 1, 1996			1-1839, 1996 Form 10-K				4-16
March 1, 2002			1-1839, 2001 Form 10-K				4-4-1
May 20, 2002			1-1839, 2001 Form 10-K				4-4-1
June 1, 2002			1-1839, 2001 Form 10-K				4-4-1
October 7, 2002			1-1839, 2001 Form 10-K				4-4-1
January 13, 2003			1-1839, Form 8-K dated January 22, 2003				4-4
March 14, 2003			1-1839, Form 8-K dated April 7, 2003				4-4
August 13, 2003			1-1839, Form 8-K dated August 25, 2003				4-4
February 15, 2005							4-3-1

4-3-2		—		Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of the Mortgage dated July 1, 1923, and Indentures Supplemental thereto, regarding corporate trustee (File No. 1-1839, 2001 Form 10-K, Exhibit 4-4-2).
4-3-3		—		Instrument dated as of January 31, 1996, under the provisions of the Mortgage dated July 1, 1923 and Indentures Supplemental thereto, regarding individual trustee (File No. 1-1839, 1995 Form 10-K, Exhibit 4-29).
4-4		—		Indenture dated as of September 1, 1987 between Commonwealth Edison Company and Citibank, N.A., Trustee relating to Notes (File No. 1-1839, Form S-3, Exhibit 4-13).
4-4-1		—		Supplemental Indentures to aforementioned Indenture.

Dated as of		File Reference				Exhibit No.
September 1, 1987			33-32929, Form S-3				4-16
January 1, 1997			1-1839, 1999 Form 10-K				4-21
September 1, 2000			1-1839, 2000 Form 10-K				4-7-3

4-5		—		Indenture dated June 1, 2001 between Generation and First Union National Bank (now Wachovia Bank, National Association) (Registration Statement No. 333-85496, Form S-4, Exhibit 4.1).
4-6		—		Indenture dated December 19, 2003 between Generation and Wachovia Bank, National Association (File No. 333-85496, 2003 Form 10-K, Exhibit 4-6).
4-7		—		Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, and Wachovia Bank National Association, as Trustee (File No. 0-16844, PECO Energy Company Form 10-Q for the quarter ended June 30, 2003, Exhibit 4.1).
4-8		—		Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and Wachovia Trust Company, National Association, as Trustee, dated as of June 24, 2003 (File No. 0-16844, PECO Energy Company Form 10-Q for the quarter ended June 30, 2003, Exhibit 4.2).
4-9		—		PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, as Sponsor, Wachovia Trust Company, National Association, as Delaware Trustee and Property Trustee, and J. Barry Mitchell, George R. Shicora and Charles S. Walls as Administrative Trustees dated as of June 24, 2003 (File No. 0-16844, PECO Energy Company Form 10-Q for the quarter ended June 30, 2003, Exhibit 4.3).
10-1		—		$2 billion term loan agreement dated March 7, 2005 among Exelon Corporation, lenders named within the agreement and Citicorp North America as Administrative Agent (File No. 1-16169, Exelon Corporation Form 8-K dated March 7, 2005, Exhibit 99).

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31-1		—		Filed by John W. Rowe for Exelon Corporation
31-2		—		Filed by John F. Young for Exelon Corporation
31-3		—		Filed by J. Barry Mitchell for Exelon Corporation
31-4		—		Filed by John L. Skolds for Commonwealth Edison Company
31-5		—		Filed by J. Barry Mitchell for Commonwealth Edison Company
31-6		—		Filed by John L. Skolds for PECO Energy Company
31-7		—		Filed by J. Barry Mitchell for PECO Energy Company
31-8		—		Filed by John L. Skolds for Exelon Generation Company, LLC
31-9		—		Filed by J. Barry Mitchell for Exelon Generation Company, LLC

32-1		—		Filed by John W. Rowe for Exelon Corporation
32-2		—		Filed by John F. Young for Exelon Corporation
32-3		—		Filed by J. Barry Mitchell for Exelon Corporation
32-4		—		Filed by John L. Skolds for Commonwealth Edison Company
32-5		—		Filed by J. Barry Mitchell for Commonwealth Edison Company
32-6		—		Filed by John L. Skolds for PECO Energy Company
32-7		—		Filed by J. Barry Mitchell for PECO Energy Company
32-8		—		Filed by John L. Skolds for Exelon Generation Company, LLC
32-9		—		Filed by J. Barry Mitchell for Exelon Generation Company, LLC

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

/s/ John L. Skolds   John L. Skolds President, Exelon Energy Delivery (Principal Executive Officer)		/s/ J. Barry Mitchell ---------------------------------- J. Barry Mitchell Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
/s/ Matthew F. Hilzinger   Matthew F. Hilzinger Vice President and Corporate Controller, Exelon (Principal Accounting Officer)		/s/ Frank M. Clark ---------------------------------- Frank M. Clark President, ComEd

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/s/ John L. Skolds   John L. Skolds President, Exelon Energy Delivery (Principal Executive Officer)		/s/ J. Barry Mitchell ---------------------------------- J. Barry Mitchell Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
/s/ Matthew F. Hilzinger   Matthew F. Hilzinger Vice President and Corporate Controller, Exelon (Principal Accounting Officer)		/s/ Denis P. O’Brien ---------------------------------- Denis P. O’Brien President, PECO

/s/ John L. Skolds   John L. Skolds President (Principal Executive Officer)		/s/ J. Barry Mitchell ---------------------------------- J. Barry Mitchell Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
/s/ Jon D. Veurink   Jon D. Veurink Vice President and Controller (Principal Accounting Officer)

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