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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 June 30, 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		670,557,506
Commonwealth Edison Company Common Stock, $12.50 par value		127,016,519
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			70
				Exelon Corporation			71
				Commonwealth Edison Company			122
				PECO Energy Company			125
				Exelon Generation Company, LLC			128
Item 3.				Quantitative and Qualitative Disclosures About Market Risk			130
Item 4.				Controls and Procedures			137
PART II.				OTHER INFORMATION			137
Item 1.				Legal Proceedings			137
				Exelon Corporation			137
				Commonwealth Edison Company			137
				PECO Energy Company			137
				Exelon Generation Company, LLC			137

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						Page No.
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds			138
				Exelon Corporation			138
Item 5.				Other Information			138
				Exelon Corporation			138
Item 6.				Exhibits			140
SIGNATURES							144
				Exelon Corporation			144
				Commonwealth Edison Company			144
				PECO Energy Company			145
				Exelon Generation Company, LLC			145
Indenture
Amended and Restated Employment Agreement for John W. Rowe
Certification - John W. Rowe Exelon Corporation
Certification - John F. Young Exelon Corporation
Certification - J. Barry Mitchell Exelon Corporation
Certification - John L. Skolds Commonwealth Edison Company
Certification - J. Barry Mitchell Commonwealth Edison Company
Certification - John L. Skolds PECO Energy Company
Certification - J. Barry Mitchell PECO Energy Company
Certification - John L. Skolds Exelon Generation Company, LLC
Certification - J. Barry Mitchell Exelon Generation Company, LLC
Certification - John W. Rowe Exelon Corporation
Certification - John F. Young Exelon Corporation
Certification - J. Barry Mitchell Exelon Corporation
Certification - John L. Skolds Commonwealth Edison Company
Certification - J. Barry Mitchell Commonwealth Edison Company
Certification - John L. Skolds PECO Energy Company
Certification - J. Barry Mitchell PECO Energy Company
Certification - John L. Skolds Exelon Generation Company, LLC
Certification - J. Barry Mitchell Exelon Generation Company, LLC

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				Three Months								Six Months
				Ended								Ended
				June 30,								June 30,
				2005				2004				2005				2004
(In millions, except per share data)
Operating revenues				$	3,484			$	3,438			$	7,045			$	7,073
Operating expenses
	Purchased power				663				686				1,232				1,259
	Fuel				477				467				1,099				1,289
	Operating and maintenance				945				939				1,893				1,918
	Depreciation and amortization				325				311				644				612
	Taxes other than income				177				182				349				371
		Total operating expenses			2,587				2,585				5,217				5,449
Operating income					897				853				1,828				1,624
Other income and deductions
	Interest expense				(129	)			(122	)			(235	)			(250	)
	Interest expense to affiliates				(81	)			(90	)			(164	)			(183	)
	Distributions on preferred securities of subsidiaries				(1	)			(1	)			(2	)			(2	)
	Equity in losses of unconsolidated affiliates				(32	)			(31	)			(68	)			(55	)
	Other, net				69				116				99				148
		Total other income and deductions			(174	)			(128	)			(370	)			(342	)
Income from continuing operations before income taxes and minority interest					723				725				1,458				1,282
Income taxes					207				223				435				382
Income from continuing operations before minority interest					516				502				1,023				900
Minority interest					—				1				—				—
Income from continuing operations					516				503				1,023				900
Discontinued operations
	Loss from discontinued operations (net of income taxes of $0, $(18), $(3) and $(25) for the three and six months ended June 30, 2005 and 2004, respectively)				(1	)			(17	)			(3	)			(31	)
	Gain (loss) on disposal of discontinued operations (net of income taxes of $(1) $21, $4 and $19 for the three and six months ended June 30, 2005 and 2004, respectively)				(1	)			35				15				32
		Income (loss) from discontinued operations			(2	)			18				12				1
Income before cumulative effect of a change in accounting principle					514				521				1,035				901
Cumulative effect of a change in accounting principle (net of income taxes of $22)					—				—				—				32
Net income					514				521				1,035				933
Other comprehensive income (loss), net of income taxes
	Minimum pension liability				—				—				2				—
	Change in net unrealized gain (loss) on cash-flow hedges				(31	)			50				(133	)			(143	)
	Foreign currency translation adjustment				—				(4	)			—				(2	)
	Unrealized gain (loss) on marketable securities				(9	)			(31	)			(24	)			9
		Total other comprehensive income (loss)			(40	)			15				(155	)			(136	)
Total comprehensive income				$	474			$	536			$	880			$	797
Average shares of common stock outstanding — Basic					670				661				669				660
Average shares of common stock outstanding — Diluted					677				667				676				666
Earnings per average common share — Basic:
	Income from continuing operations			$	0.77			$	0.76			$	1.53			$	1.36
	Income from discontinued operations				—				0.03				0.02				—
	Income before cumulative effect of a change in accounting principle			$	0.77			$	0.79			$	1.55			$	1.36
	Cumulative effect of a change in accounting principle				—				—				—				0.05
	Net income			$	0.77			$	0.79			$	1.55			$	1.41
Earnings per average common share — Diluted:
	Income from continuing operations			$	0.76			$	0.75			$	1.51			$	1.35
	Income from discontinued operations				—				0.03				0.02				—
	Income before cumulative effect of a change in accounting principle			$	0.76			$	0.78			$	1.53			$	1.35
	Cumulative effect of a change in accounting principle				—				—				—				0.05
	Net income			$	0.76			$	0.78			$	1.53			$	1.40
Dividends per common share				$	0.400			$	0.275			$	0.800			$	0.550

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					Six Months
					Ended
					June 30,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	1,035			$	933
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation, amortization and accretion, including nuclear fuel				961				923
		Other decommissioning-related activities				13				25
		Cumulative effect of a change in accounting principle (net of income taxes)				—				(32	)
		Deferred income taxes and amortization of investment tax credits				528				154
		Provision for uncollectible accounts				22				39
		Equity in losses of unconsolidated affiliates				68				55
		Gain on sales of investments and wholly owned subsidiaries				(17	)			(155	)
		Net realized (gains) losses on nuclear decommissioning trust funds				(55	)			1
		Other non-cash operating activities				27				(30	)
		Changes in assets and liabilities:
			Accounts receivable			53				25
			Inventories			26				14
			Other current assets			(125	)			(55	)
			Accounts payable, accrued expenses and other current liabilities			(235	)			(58	)
			Income taxes			24				168
			Net realized and unrealized mark-to-market and hedging transactions			(74	)			54
			Pension and non-pension postretirement benefits obligations			(1,927	)			(175	)
			Other noncurrent assets and liabilities			(38	)			21
Net cash flows provided by operating activities						286				1,907
Cash flows from investing activities
	Capital expenditures					(1,007	)			(844	)
	Proceeds from sale of nuclear decommissioning trust fund assets					2,149				1,042
	Investment in nuclear decommissioning trust funds					(2,256	)			(1,178	)
	Proceeds from sales of investments and wholly owned subsidiaries, net of $32 of cash sold during the six months ended June 30, 2005					103				227
	Proceeds from sales of long-lived assets					2				49
	Acquisition of businesses					(97	)			—
	Investment in synthetic fuel-producing facilities					(56	)			(16	)
	Change in restricted cash					23				(30	)
	Net cash increase from consolidation of Sithe Energies, Inc.					—				19
	Other investing activities					(4	)			34
Net cash flows used in investing activities						(1,143	)			(697	)
Cash flows from financing activities
	Issuance of long-term debt					1,788				75
	Retirement of long-term debt					(185	)			(312	)
	Retirement of long-term debt to financing affiliates					(397	)			(345	)
	Issuance of short-term debt					2,500				—
	Retirement of short-term debt					(2,200	)			—
	Change in short-term debt					(161	)			(65	)
	Payment on acquisition note payable to Sithe Energies, Inc.					—				(27	)
	Dividends paid on common stock					(535	)			(364	)
	Proceeds from employee stock plans					156				140
	Purchase of treasury stock					(8	)			(75	)
	Other financing activities					(55	)			36
Net cash flows provided by (used in) financing activities						903				(937	)
Increase in cash and cash equivalents						46				273
Cash and cash equivalents at beginning of period						499				493
Cash and cash equivalents at end of period					$	545			$	766
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
	Disposition of Boston Generating, LLC					—				102

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				June 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	545			$	499
	Restricted cash and investments				47				60
	Accounts receivable, net
		Customer			1,613				1,649
		Other			308				409
	Mark-to-market derivative assets				508				403
	Inventories, at average cost
		Fossil fuel			192				230
		Materials and supplies			324				312
	Deferred income taxes				108				68
	Other				393				296
		Total current assets			4,038				3,926
Property, plant and equipment, net					21,390				21,482
Deferred debits and other assets
	Regulatory assets				4,587				4,790
	Nuclear decommissioning trust funds				5,306				5,262
	Investments				813				804
	Goodwill				4,696				4,705
	Mark-to-market derivative assets				356				383
	Other				896				1,418
		Total deferred debits and other assets			16,654				17,362
Total assets				$	42,082			$	42,770

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				June 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Notes payable			$	629			$	490
	Long-term debt due within one year				386				427
	Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust due within one year				511				486
	Accounts payable				1,237				1,255
	Mark-to-market derivative liabilities				756				598
	Accrued expenses				809				1,143
	Other				534				483
		Total current liabilities			4,862				4,882
Long-term debt					8,113				7,292
Long-term debt to ComEd Transitional Funding Trust and PECO Energy Transition Trust					3,888				4,311
Long-term debt to other financing trusts					545				545
Deferred credits and other liabilities
	Deferred income taxes				4,859				4,488
	Unamortized investment tax credits				268				275
	Asset retirement obligation				3,817				3,981
	Pension obligations				23				1,993
	Non-pension postretirement benefits obligations				1,108				1,065
	Spent nuclear fuel obligation				890				878
	Regulatory liabilities				2,240				2,204
	Mark-to-market derivative liabilities				456				323
	Other				886				915
		Total deferred credits and other liabilities			14,547				16,122
		Total liabilities			31,955				33,152
Commitments and contingencies
Minority interest of consolidated subsidiaries					1				42
Preferred securities of subsidiaries					87				87
Shareholders’ equity
	Common stock (No par value, 1,200 shares authorized, 670.6 and 664.2 shares outstanding at June 30, 2005 and December 31, 2004, respectively)				7,877				7,664
	Treasury stock, at cost (2.6 and 2.5 shares held at June 30, 2005 and December 31, 2004, respectively)				(90	)			(82	)
	Retained earnings				3,853				3,353
	Accumulated other comprehensive loss				(1,601	)			(1,446	)
		Total shareholders’ equity			10,039				9,489
Total liabilities and shareholders’ equity				$	42,082			$	42,770

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																		Accumulated
																		Other				Total
		Issued				Common				Treasury				Retained				Comprehensive				Shareholders’
		Shares				Stock				Stock				Earnings				Loss				Equity
(Dollars in millions, shares in thousands)
Balance, December 31, 2004			666,688			$	7,664			$	(82	)		$	3,353			$	(1,446	)		$	9,489
Net income			—				—				—				1,035				—				1,035
Long-term incentive plan activity			6,557				213				—				—				—				213
Common stock purchases			—				—				(8	)			—				—				(8	)
Common stock dividends declared			—				—				—				(535	)			—				(535	)
Other comprehensive loss, net of income taxes			—				—				—				—				(155	)			(155	)
Balance, June 30, 2005			673,245			$	7,877			$	(90	)		$	3,853			$	(1,601	)		$	10,039

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				Three Months								Six Months
				Ended								Ended
				June 30,								June 30,
				2005				2004				2005				2004
(In millions)
Operating revenues
	Operating revenues			$	1,485			$	1,397			$	2,869			$	2,722
	Operating revenues from affiliates				3				6				6				17
		Total operating revenues			1,488				1,403				2,875				2,739
Operating expenses
	Purchased power				88				60				156				65
	Purchased power from affiliate				770				514				1,523				1,043
	Operating and maintenance				158				182				316				355
	Operating and maintenance from affiliates				44				41				88				83
	Depreciation and amortization				101				103				198				205
	Taxes other than income				73				72				151				151
		Total operating expenses			1,234				972				2,432				1,902
Operating income					254				431				443				837
Other income and deductions
	Interest expense				(53	)			(68	)			(102	)			(144	)
	Interest expense to affiliates				(24	)			(28	)			(49	)			(58	)
	Equity in losses of unconsolidated affiliates				(4	)			(6	)			(8	)			(9	)
	Interest income from affiliates				1				5				3				11
	Other, net				6				2				10				6
		Total other income and deductions			(74	)			(95	)			(146	)			(194	)
Income before income taxes					180				336				297				643
Income taxes					71				132				118				255
Net income					109				204				179				388
Other comprehensive loss, net of income taxes
	Change in net unrealized loss on cash-flow hedges				(19	)			—				(21	)			—
		Total other comprehensive loss			(19	)			—				(21	)			—
Total comprehensive income				$	90			$	204			$	158			$	388

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					Six Months
					Ended
					June 30,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	179			$	388
	Adjustments to reconcile net income to net cash flows (used in) provided by operating activities:
		Depreciation and amortization				198				205
		Deferred income taxes and amortization of investment tax credits				230				86
		Provision for uncollectible accounts				12				16
		Equity in losses of unconsolidated affiliates				8				9
		Other non-cash operating activities				23				24
		Changes in assets and liabilities:
			Accounts receivable			(100	)			(44	)
			Inventories			1				(1	)
			Other current assets			(14	)			5
			Accounts payable, accrued expenses and other current liabilities			(27	)			(7	)
			Changes in receivables and payables to affiliates			137				15
			Income taxes			3				25
			Pension asset and non-pension postretirement benefits obligation			(767	)			(93	)
			Other noncurrent assets and liabilities			(11	)			(26	)
Net cash flows (used in) provided by operating activities						(128	)			602
Cash flows from investing activities
	Capital expenditures					(391	)			(369	)
	Changes in Exelon intercompany money pool contributions					287				207
	Change in restricted cash					(1	)			18
	Other investing activities					1				11
Net cash flows used in investing activities						(104	)			(133	)
Cash flows from financing activities
	Issuance of long-term debt					91				—
	Retirement of long-term debt					(146	)			(178	)
	Retirement of long-term debt to ComEd Transitional Funding Trust					(190	)			(179	)
	Dividends paid on common stock					(245	)			(207	)
	Contributions from parent					834				62
	Settlement of cash-flow and fair-value hedges					—				26
	Other financing activities					(5	)			—
Net cash flows provided by (used in) financing activities						339				(476	)
Increase (decrease) in cash and cash equivalents						107				(7	)
Cash and cash equivalents at beginning of period						30				34
Cash and cash equivalents at end of period					$	137			$	27

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				June 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	137			$	30
	Restricted cash				1				—
	Accounts receivable, net
		Customer			818				726
		Other			46				50
	Inventories, at average cost				47				48
	Deferred income taxes				17				—
	Receivables from affiliates				14				10
	Contributions to Exelon intercompany money pool				21				308
	Other				37				24
		Total current assets			1,138				1,196
Property, plant and equipment, net					9,684				9,463
Deferred debits and other assets
	Investments				39				39
	Investment in affiliates				44				52
	Goodwill				4,696				4,705
	Receivables from affiliates				1,443				1,443
	Pension asset				939				156
	Other				380				387
		Total deferred debits and other assets			7,541				6,782
Total assets				$	18,363			$	17,441

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				June 30,				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				300				321
	Accounts payable				211				196
	Accrued expenses				556				589
	Payable to affiliates				367				227
	Customer deposits				103				93
	Deferred income taxes				—				17
	Other				29				49
		Total current liabilities			1,838				1,764
Long-term debt					2,839				2,901
Long-term debt to ComEd Transitional Funding Trust					851				1,020
Long-term debt to other financing trusts					361				361
Deferred credits and other liabilities
	Deferred income taxes				2,145				1,890
	Unamortized investment tax credits				45				45
	Non-pension postretirement benefits obligation				211				195
	Payables to affiliates				19				17
	Regulatory liabilities				2,240				2,204
	Other				327				304
		Total deferred credits and other liabilities			4,987				4,655
		Total liabilities			10,876				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				1,036				1,102
	Accumulated other comprehensive loss				(21	)			—
		Total shareholders’ equity			7,487				6,740
Total liabilities and shareholders’ equity				$	18,363			$	17,441

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																										Accumulated
										Other				Receivable				Retained				Retained				Other				Total
		Common				Preferred				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			—				—				—				—				179				—				—				179
Repayment of receivable from parent			—				—				—				125				—				—				—				125
Capital contribution from parent			—				—				709				—				—				—				—				709
Appropriation of Retained Earnings for future dividends			—				—				—				—				(179	)			179				—				—
Common stock dividends			—				—				—				—				—				(245	)			—				(245	)
Other comprehensive loss, net of income taxes			—				—				—				—				—				—				(21	)			(21	)
Balance, June 30, 2005		$	1,588			$	7			$	4,877			$	—			$	—			$	1,036			$	(21	)		$	7,487

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					Three Months								Six Months
					Ended								Ended
					June 30,								June 30,
					2005				2004				2005				2004
(In millions)
Operating revenues
	Operating revenues				$	1,040			$	1,027			$	2,331			$	2,262
	Operating revenues from affiliates					4				5				8				9
			Total operating revenues			1,044				1,032				2,339				2,271
Operating expenses
	Purchased power					58				53				109				100
	Purchased power from affiliate					379				349				760				699
	Fuel					66				76				330				325
	Fuel from affiliate					—				7				1				7
	Operating and maintenance					91				104				200				215
	Operating and maintenance from affiliates					28				28				53				51
	Depreciation and amortization					137				125				273				250
	Taxes other than income					60				60				115				118
			Total operating expenses			819				802				1,841				1,765
Operating income						225				230				498				506
Other income and deductions
	Interest expense					(13	)			(14	)			(26	)			(28	)
	Interest expense to affiliates					(57	)			(62	)			(116	)			(125	)
	Equity in losses of unconsolidated affiliates					(4	)			(7	)			(8	)			(13	)
	Interest income from affiliates					—				—				1				—
	Other, net					6				3				8				5
			Total other income and deductions			(68	)			(80	)			(141	)			(161	)
Income before income taxes						157				150				357				345
Income taxes						47				50				118				112
Net income						110				100				239				233
Preferred stock dividends						1				1				2				2
Net income on common stock					$	109			$	99			$	237			$	231
Other comprehensive income, net of income taxes
	Net income				$	110			$	100			$	239			$	233
	Other comprehensive income (net of income taxes):
		Change in net unrealized gain (loss) on cash-flow hedges				(2	)			2				(2	)			3
		Unrealized gain on marketable securities				—				—				—				1
			Total other comprehensive income			(2	)			2				(2	)			4
Total comprehensive income					$	108			$	102			$	237			$	237

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					Six Months
					Ended
					June 30,
					2005				2004
(In millions)
Cash flows from operating activities
	Net income				$	239			$	233
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization				273				250
		Deferred income taxes and amortization of investment tax credits				(60	)			(95	)
		Provision for uncollectible accounts				11				19
		Equity in losses of unconsolidated affiliates				8				13
		Other non-cash operating activities				(4	)			(4	)
		Changes in assets and liabilities:
			Accounts receivable			43				21
			Inventories			23				24
			Deferred energy costs			58				56
			Prepaid utility taxes			(108	)			(96	)
			Other current assets			—				(2	)
			Accounts payable, accrued expenses and other current liabilities			(110	)			(70	)
			Change in receivables and payables to affiliates, net			36				21
			Income taxes			27				126
			Pension asset and non-pension postretirement benefits obligation			(144	)			15
			Other noncurrent assets and liabilities			9				(2	)
Net cash flows provided by operating activities						301				509
Cash flows from investing activities
	Capital expenditures					(126	)			(105	)
	Changes in Exelon intercompany money pool contributions					34				(35	)
	Change in restricted cash					28				(2	)
	Other investing activities					6				3
Net cash flows used in investing activities						(58	)			(139	)
Cash flows from financing activities
	Issuance of long-term debt					—				75
	Retirement of long-term debt					(8	)			(75	)
	Retirement of long-term debt to PECO Energy Transition Trust					(207	)			(166	)
	Change in short-term debt					—				(46	)
	Dividends paid on common and preferred stock					(233	)			(182	)
	Contribution from parent					180				71
	Other financing activities					—				6
Net cash flows used in financing activities						(268	)			(317	)
Increase (decrease) in cash and cash equivalents						(25	)			53
Cash and cash equivalents at beginning of period						74				18
Cash and cash equivalents at end of period					$	49			$	71

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				June 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	49			$	74
	Restricted cash				1				29
	Accounts receivable, net
		Customer			327				368
		Other			21				34
	Inventories, at average cost
		Gas			93				117
		Materials and supplies			11				10
	Contributions to Exelon intercompany money pool				—				34
	Deferred income taxes				29				24
	Deferred energy costs				13				71
	Prepaid utility taxes				109				1
	Other				11				11
		Total current assets			664				773
Property, plant and equipment, net					4,378				4,329
Deferred debits and other assets
	Regulatory assets				4,587				4,790
	Investments				22				22
	Investment in affiliates				80				87
	Receivables from affiliates				45				46
	Pension asset				194				77
	Other				9				9
		Total deferred debits and other assets			4,937				5,031
Total assets				$	9,979			$	10,133

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				June 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Long-term debt due within one year			$	38			$	46
	Long-term debt to PECO Energy Transition Trust due within one year				211				165
	Accounts payable				105				121
	Accrued expenses				206				263
	Payables to affiliates				167				146
	Customer deposits				48				42
	Other				3				11
		Total current liabilities			778				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				2,797				2,834
	Unamortized investment tax credits				18				19
	Non-pension postretirement benefits obligation				292				319
	Other				137				141
		Total deferred credits and other liabilities			3,244				3,313
		Total liabilities			8,397				8,735
Commitments and contingencies
Shareholders’ equity
	Common stock				2,176				2,176
	Preferred stock				87				87
	Receivable from parent				(1,302	)			(1,482	)
	Retained earnings				613				607
	Accumulated other comprehensive income				8				10
		Total shareholders’ equity			1,582				1,398
Total liabilities and shareholders’ equity				$	9,979			$	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			—				—				—				239								239
Common stock dividends			—				—				—				(231	)							(231	)
Preferred stock dividends			—				—				—				(2	)			—				(2	)
Repayment of receivable from parent			—				—				180				—				—				180
Other comprehensive income, net of income taxes			—				—				—				—				(2	)			(2	)
Balance, June 30, 2005		$	2,176			$	87			$	(1,302	)		$	613			$	8			$	1,582

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					Three Months								Six Months
					Ended								Ended
					June 30,								June 30,
					2005				2004				2005				2004
(In millions)
Operating revenues
	Operating revenues				$	955			$	1,010			$	1,840			$	2,076
	Operating revenues from affiliates					1,150				871				2,285				1,750
			Total operating revenues			2,105				1,881				4,125				3,826
Operating expenses
	Purchased power					517				573				967				1,093
	Purchased power from affiliates					—				3				—				12
	Fuel					427				390				785				958
	Fuel from affiliates					1				—				1				—
	Operating and maintenance					536				504				1,077				1,058
	Operating and maintenance from affiliates					66				69				134				134
	Depreciation and amortization					63				65				125				120
	Taxes other than income					39				46				74				93
			Total operating expenses			1,649				1,650				3,163				3,468
Operating income						456				231				962				358
Other income and deductions
	Interest expense					(29	)			(26	)			(56	)			(51	)
	Interest expense to affiliates					—				(1	)			(2	)			(2	)
	Equity in earnings (losses) of unconsolidated affiliates					4				—				4				(2	)
	Other, net					51				96				69				115
			Total other income and deductions			26				69				15				60
Income from continuing operations before income taxes and minority interest						482				300				977				418
Income taxes						185				114				376				160
Income from continuing operations before minority interest						297				186				601				258
Minority interest						—				1				—				—
Income from continuing operations						297				187				601				258
Discontinued operations
	Loss from discontinued operations (net of income taxes of $0, $(14), $(1) and $(14) for the three and six months ended June 30, 2005 and 2004, respectively)					—				(9	)			—				(10	)
	Gain (loss) on disposal of discontinued operations (net of income taxes of $(1), $0, $4 and $0 for the three and six months ended June 30, 2005 and 2004, respectively)					(1	)			—				15				—
			Income (loss) from discontinued operations			(1	)			(9	)			15				(10	)
Income before cumulative effect of a change in accounting principle						296				178				616				248
Cumulative effect of a change in accounting principle (net of income taxes of $22)						—				—				—				32
Net income						296				178				616				280
Other comprehensive income (loss), net of income taxes
		Change in net unrealized gain (loss) on cash-flow hedges				39				48				(85	)			(147	)
		Unrealized gain (loss) on marketable securities				(9	)			(31	)			(24	)			8
		Foreign currency translation adjustment				(1	)			(4	)			(1	)			(2	)
			Total other comprehensive income (loss)			29				13				(110	)			(141	)
Total comprehensive income					$	325			$	191			$	506			$	139

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						Six Months
						Ended
						June 30,
						2005				2004
(In millions)
Cash flows from operating activities
		Net income				$	616			$	280
		Adjustments to reconcile net income to net cash flows provided by operating activities:
			Depreciation, amortization and accretion, including nuclear fuel				440				431
			Cumulative effect of a change in accounting principle (net of income taxes)				—				(32	)
			Other decommissioning-related activities				13				25
			Gain on sale of investments				(19	)			(90	)
			Deferred income taxes and amortization of investment tax credits				337				148
			Provision for uncollectible accounts				—				2
			Equity in (earnings) losses of unconsolidated affiliates				(4	)			2
			Net realized (gains) losses on nuclear decommissioning trust funds				(55	)			1
			Other non-cash operating activities				17				—
			Changes in assets and liabilities:
				Accounts receivable			61				(56	)
				Receivables and payables to affiliates, net			(181	)			(35	)
				Inventories			3				(10	)
				Other current assets			(45	)			(15	)
				Accounts payable, accrued expenses and other current liabilities			(45	)			24
				Income taxes			174				(52	)
				Net realized and unrealized mark-to-market and hedging transactions			(57	)			39
				Pension asset and non-pension postretirement benefits obligation			(839	)			(59	)
				Other noncurrent assets and liabilities			(36	)			13
Net cash flows provided by operating activities							380				616
Cash flows from investing activities
		Capital expenditures					(484	)			(366	)
		Proceeds from sale of nuclear decommissioning trust fund assets					2,149				1,042
		Investment in nuclear decommissioning trust funds					(2,256	)			(1,178	)
		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	)			(18	)
		Other investing activities					(5	)			58
Net cash flows used in investing activities							(592	)			(438	)
Cash flows from financing activities
		Retirement of long-term debt					(1	)			(4	)
		Change in short-term debt					—				211
		Payment on acquisition note payable to Sithe Energies, Inc.					—				(27	)
		Changes in Exelon intercompany money pool borrowings					(283	)			(218	)
		Distribution to member					(319	)			(109	)
		Contribution from member					843				—
		Other financing activities					1				6
Net cash flows provided by (used in) financing activities							241				(141	)
Increase in cash and cash equivalents							29				37
Cash and cash equivalents at beginning of period							263				158
Cash and cash equivalents at end of period						$	292			$	195
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	)
	Disposition of Boston Generating, LLC						—				102

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				June 30,				December 31,
				2005				2004
(In millions)
ASSETS
Current assets
	Cash and cash equivalents			$	292			$	263
	Restricted cash and investments				4				26
	Accounts receivable, net
		Customer			449				525
		Other			107				209
	Mark-to-market derivative assets				508				403
	Receivables from affiliates				494				332
	Inventories, at average cost
		Fossil fuel			98				112
		Materials and supplies			267				255
	Deferred income taxes				46				48
	Other				190				148
		Total current assets			2,455				2,321
Property, plant and equipment, net					7,185				7,536
Deferred debits and other assets
	Nuclear decommissioning trust funds				5,306				5,262
	Investments				119				103
	Receivable from affiliate				11				11
	Pension asset				1,018				199
	Mark-to-market derivative assets				330				373
	Other				126				633
		Total deferred debits and other assets			6,910				6,581
Total assets				$	16,550			$	16,438

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				June 30,				December 31,
				2005				2004
(In millions)
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
	Long-term debt due within one year			$	12			$	47
	Accounts payable				845				856
	Mark-to-market derivative liabilities				756				598
	Payables to affiliates				30				42
	Notes payable to affiliates				—				283
	Accrued expenses				339				367
	Other				284				223
		Total current liabilities			2,266				2,416
Long-term debt					1,798				2,583
Deferred credits and other liabilities
	Asset retirement obligation				3,816				3,980
	Pension obligation				10				21
	Non-pension postretirement benefits obligation				575				584
	Spent nuclear fuel obligation				890				878
	Deferred income taxes				659				506
	Unamortized investment tax credits				205				210
	Payable to affiliates				1,477				1,479
	Mark-to-market derivative liabilities				421				323
	Other				362				375
		Total deferred credits and other liabilities			8,415				8,356
		Total liabilities			12,479				13,355
Commitments and contingencies
Minority interest of consolidated subsidiary					2				44
Member’s equity
	Membership interest				3,204				2,361
	Undistributed earnings				1,058				761
	Accumulated other comprehensive loss				(193	)			(83	)
		Total member’s equity			4,069				3,039
Total liabilities and member’s equity				$	16,550			$	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			—				616				—				616
Distribution to member			—				(319	)			—				(319	)
Contribution from member			843				—				—				843
Other comprehensive loss, net of income taxes			—				—				(110	)			(110	)
Balance, June 30, 2005		$	3,204			$	1,058			$	(193	)		$	4,069

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

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2.	Discontinued Operations (Exelon and Generation)

Three Months Ended June 30, 2005(a)		Sithe(b)				Enterprises(c)				Total
Total operating revenues		$	—			$	4			$	4
Operating loss			—				(2	)			(2	)
Loss before income taxes and minority interest			(2	)			(1	)			(3	)

(a)		Results of AllEnergy were immaterial for the three months ended June 30, 2005.
(b)		Sithe was sold on January 31, 2005. As such, results only include only one month of operations. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.
(c)		Excludes certain investments.

Six Months Ended June 30, 2005(a)		Sithe(b)				Enterprises(c)				Total
Total operating revenues		$	30			$	8			$	38
Operating income (loss)			5				(4	)			1
Income (loss) before income taxes and minority interest(d)			18				(5	)			13

(a)		Results of AllEnergy were immaterial for the six months ended June 30, 2005.
(b)		Sithe was sold on January 31, 2005. As such, results only include only one month of operations. See Note 4 — Acquisitions and Dispositions for further information regarding the sale of Sithe.
(c)		Excludes certain investments.
(d)		Sithe includes a pre-tax gain on sale of $19 million.

Three Months Ended June 30, 2004		Sithe				Enterprises(a)				AllEnergy				Total
Total operating revenues		$	66			$	43			$	1			$	110
Operating loss			(18	)			(22	)			(2	)			(42	)
Income (loss) before income taxes and minority interest			(32	)			44				(2	)			10

(a)		Excludes certain investments.

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Six Months Ended June 30, 2004		Sithe(a)				Enterprises(b)				AllEnergy				Total
Total operating revenues		$	66			$	132			$	8			$	206
Operating loss			(18	)			(40	)			(3	)			(61	)
Income (loss) before income taxes and minority interest			(32	)			19				(3	)			(16	)

(a)		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 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding the adoption of FIN 46-R and resulting consolidation of Sithe.
(b)		Excludes certain investments.

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

	EITF 03-1

	SFAS No. 151

	SFAS No. 123-R

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			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Net income — as reported			$	514			$	521			$	1,035			$	933
Add: Stock-based compensation expense included in reported net income, net of income taxes				9				7				17				16
Deduct: Total stock-based compensation expense determined under fair-value method for all awards, net of income taxes(a)				(12	)			(12	)			(24	)			(26	)
Pro forma net income			$	511			$	516			$	1,028			$	923
Earnings per share:
	Basic earnings — as reported		$	0.77			$	0.79			$	1.55			$	1.41
	Basic earnings — pro forma		$	0.76			$	0.78			$	1.54			$	1.40
	Diluted earnings — as reported		$	0.76			$	0.78			$	1.53			$	1.40
	Diluted earnings — pro forma		$	0.75			$	0.77			$	1.52			$	1.38

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

29

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	SFAS No. 153

	FIN 47

	SFAS No. 154

30

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4.	Acquisitions and Dispositions (Exelon and Generation)

	Proposed Merger with PSEG (Exelon)

31

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	Sithe (Exelon and Generation)

		Three Months				Three Months
		Ended				Ended
		June 30, 2005(a)				June 30, 2004
Operating revenues		$	—			$	70
Operating loss			—				(19	)
Net loss			(1	)			(10	)

(a)		Sithe was sold on January 31, 2005. As such, results only include only one month of operations.

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		Six Months				Six Months
		Ended				Ended
		June 30, 2005(a)				June 30, 2004(b)
Operating revenues		$	30			$	70
Operating income (loss)			5				(19	)
Net income (loss)			15				(12	)

(a)		Sithe was sold on January 31, 2005. As such, results only include only one month of operations.
(b)		Results during the three and six months ended June 30, 2004 include Generation’s equity-method losses from Sithe prior to its consolidation on March 31, 2004, as well as transmission congestion contract (TCC) revenues for the three and six months ended June 30, 2004, and are not included in the disposal group of Sithe (see Note 2 — Discontinued Operations for further information regarding the disposal of Sithe). These equity-method losses and TCC revenues 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)

		Three Months				Six Months
		Ended				Ended
		June 30, 2004				June 30, 2004
Operating revenues		$	89			$	248
Operating loss			(15	)			(47	)
Net income(a)			42				24

(a)		Net income for 2004 includes an after-tax gain of $52 million related to the sale of Boston Generating in the second quarter of 2004.

5.	Regulatory Issues (Exelon, ComEd, PECO and Generation)

	Exelon, ComEd and PECO

33

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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 June 30, 2005(a)		$	4,696

(a)		Exelon’s goodwill balance at January 1 and June 30, 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)

			June 30, 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				(87	)			177				264				(56	)			208
Total Exelon amortized intangible assets			$	264			$	(87	)		$	177			$	727			$	(94	)		$	633
Exelon other intangible assets:
	Intangible pension asset			171				—				171				171				—				171
Total Exelon intangible assets			$	435			$	(87	)		$	348			$	898			$	(94	)		$	804

(a)		See Note 3 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on 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 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for a description of Exelon’s right to acquire tax credits through investments in synthetic fuel-producing facilities. In addition, see Note 10 — Income Taxes.

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

	Commercial Paper

Borrower		June 30, 2005				December 31, 2004
Exelon		$	329			$	490
ComEd			—				—
PECO			—				—
Generation			—				—

	Short-Term Debt

	Issuance of Long-Term Debt

Interest

Company

Type

Rate

Maturity

Amount

Exelon

Senior notes

4.45

%

June 15, 2010

$

400

Exelon

Senior notes

4.90

%

June 15, 2015

800

Exelon

Senior notes

5.625

%

June 15, 2035

500

ComEd

Pollution Control Revenue Bonds

Variable

March 1, 2017

91

Total issuances(a)

$

1,791

(a)		Total issuances excludes unamortized bond discounts.

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	Retirements and Redemptions of Long-Term Debt

Company		Type		Interest Rate				Maturity				Amount
Exelon		Notes payable for investment in synthetic fuel-producing facilities			6.00 to 8.00	%			January 2008			$	30
ComEd		Pollution Control Revenue Bonds			6.75	%			March 1, 2015				91
ComEd		First Mortgage Bonds			9.875	%			June 15, 2020				54
Other													10
Total retirements												$	185

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

		ComEd				PECO				Generation				Exelon
Net change in positions expected to be eliminated during the three months ended June 30, 2005			(26	)			2				(3	)			(42	)
Net change in positions expected to be eliminated during the six months ended June 30, 2005			(41	)			10				(20	)			(59	)
Positions identified for elimination not eliminated as of June 30, 2005			140				12				52				233

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		ComEd				PECO				Generation				Exelon
Net change in positions expected to be eliminated during the three months ended June 30, 2004			(2	)			16				12				51
Net change in positions expected to be eliminated during the six months ended June 30, 2004			7				48				75				97

										Energy
Salary Continuance Severance		ComEd				PECO				Delivery				Generation				Other				Exelon
Expense (income) recorded for three months ended June 30, 2005		$	(3	)		$	—			$	(3	)		$	(1	)		$	1			$	(2	)
Expense (income) recorded for six months ended June 30, 2005			(4	)			1				(3	)			(2	)			1				(4	)

										Energy
Salary Continuance Severance		ComEd				PECO				Delivery				Generation				Other				Exelon
Expense (income) recorded for three months ended June 30, 2004		$	—			$	(1	)		$	(1	)		$	1			$	3			$	3
Expense (income) recorded for six months ended June 30, 2004			—				4				4				(5	)			5				4

Salary Continuance Obligations		ComEd				PECO				Generation				Exelon
Balance at January 1, 2005		$	28			$	7			$	16			$	69
Severance (benefits) charges recorded			(4	)			1				(2	)(a)			(4	)(a)
Cash payments			(7	)			(4	)			(3	)			(20	)
Balance at June 30, 2005		$	17			$	4			$	11			$	45

(a)	Excludes severance charges of $4 million related to Salem, of which Generation owns 42.59% and which is operated by PSEG.

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

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											Other
											Postretirement
			Pension Benefits								Benefits Three
			Three Months Ended								Months Ended
			June 30,								June 30,
			2005				2004				2005				2004
Service cost			$	38			$	33			$	23			$	20
Interest cost				139				134				43				44
Expected return on assets				(192	)(a)			(153	)			(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
Curtailment charge(b)				—				5				—				3
Special termination benefits charge(c)				—				—				—				8
Net periodic benefit cost			$	18			$	37			$	39			$	50

(a)		Increase in expected return on pension assets for the three months ended June 30, 2005 compared to 2004 was primarily attributable to discretionary pension contributions of $2 billion made during the first quarter of 2005.
(b)		ComEd, PECO and Generation were allocated curtailment charges for pension and other postretirement benefits of $3 million, $2 million and $3 million, respectively.
(c)		ComEd, PECO and Generation were allocated special termination benefit charges related to other postretirement benefits of $3 million, $2 million and $2 million, respectively.

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											Other
											Postretirement
			Pension Benefits								Benefits Six
			Six Months Ended								Months Ended
			June 30,								June 30,
			2005				2004				2005				2004
Service cost			$	76			$	66			$	47			$	40
Interest cost				278				268				86				89
Expected return on assets				(385	)(a)			(307	)			(49	)			(46	)
Amortization of:
	Transition obligation (asset)			(2	)			(2	)			5				4
	Prior service cost (benefit)			8				8				(45	)			(38	)
	Actuarial loss			60				30				33				30
Curtailment charge(b)				—				5				—				3
Special termination benefits charge(c)				—				—				—				8
Net periodic benefit cost			$	35			$	68			$	77			$	90

(a)		Increase in expected return on pension assets for the six months ended June 30, 2005 compared to 2004 was primarily attributable to discretionary pension contributions of $2 billion made during the first quarter of 2005.
(b)		ComEd, PECO and Generation were allocated curtailment charges for pension and other postretirement benefits of $3 million, $2 million and $3 million, respectively.
(c)		ComEd, PECO and Generation were allocated special termination benefit charges related to other postretirement benefits of $3 million, $2 million and $2 million, respectively.

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
Pension and Postretirement Benefit Costs(a)		2005				2004				2005				2004
ComEd		$	19			$	23			$	38			$	47
PECO			5				8				11				16
Generation			25				31				49				62

(a)	Includes capital and operating and maintenance expense.

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
Savings Plan Matching Contributions		2005				2004				2005				2004
Exelon		$	15			$	14			$	29			$	28
ComEd			4				4				8				8
PECO			1				1				3				3
Generation			7				6				14				13

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

	Exelon

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			3.4				2.8				3.7				2.7
	Synthetic fuel-producing facilities credit(a)			(8.8	)			(6.6	)			(8.1	)			(7.1	)
	Qualified nuclear decommissioning trust fund income			1.0				0.5				0.7				0.6
	Tax-exempt income			(0.4	)			(0.3	)			(0.4	)			(0.4	)
	Amortization of investment tax credit			(0.3	)			(0.3	)			(0.3	)			(0.4	)
	Nontaxable employee benefits			(0.2	)			(0.2	)			(0.3	)			(0.3	)
	Low-income housing credit			—				(0.5	)			—				(0.5	)
	Other			(1.1	)			0.4				(0.5	)			0.2
Effective income tax rate				28.6	%			30.8	%			29.8	%			29.8	%

(a)	See Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding investments in synthetic fuel-producing facilities.

	ComEd

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.8				4.7				4.8				4.8
	Amortization of regulatory asset			0.8				0.5				0.8				0.5
	Amortization of investment tax credit			(0.4	)			(0.2	)			(0.5	)			(0.2	)
	Nontaxable employee benefits			(0.4	)			(0.3	)			(0.5	)			(0.2	)
	Other			(0.4	)			(0.4	)			0.1				(0.2	)
Effective income tax rate				39.4	%			39.3	%			39.7	%			39.7	%

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	PECO

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			(4.4	)			(0.8	)			(1.5	)			0.1
	Amortization of investment tax credit			(0.4	)			(0.4	)			(0.3	)			(0.4	)
	Nontaxable employee benefits			(0.3	)			(0.2	)			(0.2	)			(0.2	)
	Plant basis differences			(0.7	)			(1.3	)			(0.2	)			(1.2	)
	Other			0.7				1.0				0.3				(0.8	)
Effective income tax rate				29.9	%			33.3	%			33.1	%			32.5	%

	Generation

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
U.S. Federal statutory rate				35.0	%			35.0	%			35.0	%			35.0	%
Increase (decrease) due to:
	State income taxes, net of Federal income tax benefit			4.3				3.1				4.6				3.5
	Nuclear decommissioning trust income			1.5				1.2				1.0				1.8
	Tax exempt income			(0.6	)			(0.8	)			(0.5	)			(1.2	)
	Amortization of investment tax credit			(0.2	)			(0.4	)			(0.2	)			(0.6	)
	Nontaxable employee benefits			(0.2	)			(0.2	)			(0.2	)			(0.4	)
	Other			(1.4	)			0.1				(1.2	)			0.2
Effective income tax rate				38.4	%			38.0	%			38.5	%			38.3	%

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

	Nuclear Decommissioning

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		Generation				Exelon
Asset retirement obligation at January 1, 2005		$	3,980			$	3,981
Net decrease resulting from updates to estimated future cash flows			(281	)			(281	)
Liabilities disposed(a)			(3	)			(3	)
Accretion expense			126				126
Payments to decommission retired plants			(6	)			(6	)
Asset retirement obligation at June 30, 2005		$	3,816			$	3,817

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

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	Nuclear Decommissioning Trust Fund Investments

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

	Share Repurchases

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	Earnings per Share

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Income from continuing operations			$	516			$	503			$	1,023			$	900
Income (loss) from discontinued operations				(2	)			18				12				1
Income before cumulative effect of a change in accounting principle			$	514			$	521			$	1,035			$	901
Cumulative effect of a change in accounting principle				—				—				—				32
Net income			$	514			$	521			$	1,035			$	933
Average common shares outstanding — basic				670				661				669				660
Assumed exercise of stock options				7				6				7				6
Average common shares outstanding — diluted				677				667				676				666
Earnings per average common share — Basic:
	Income from continuing operations		$	0.77			$	0.76			$	1.53			$	1.36
	Income from discontinued operations			—				0.03				0.02				—
	Income before cumulative effect of a change in accounting principle		$	0.77			$	0.79			$	1.55			$	1.36
	Cumulative effect of a change in accounting principle			—				—				—				0.05
	Net income		$	0.77			$	0.79			$	1.55			$	1.41
Earnings per average common share — Diluted:
	Income from continuing operations		$	0.76			$	0.75			$	1.51			$	1.35
	Income from discontinued operations			—				0.03				0.02				—
	Income before cumulative effect of a change in accounting principle		$	0.76			$	0.78			$	1.53			$	1.35
	Cumulative effect of a change in accounting principle			—				—				—				0.05
	Net income		$	0.76			$	0.78			$	1.53			$	1.40

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

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	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.
	•	During the second quarter of 2005, in the normal course of business, Generation entered into long-term contracts for uranium enrichment services, increasing commitments in years beyond 2009 by approximately $400 million.

	Commercial Commitments

	•	Letters of credit decreased $108 million, primarily as a result of the sale of Sithe. See Note 4 — Acquisitions and Dispositions for further discussion. Guarantees decreased $174 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
June 30, 2005		Reserve				and Remediation(a)
ComEd		$	59			$	54
PECO			46				40
Generation			15				—
Exelon		$	120			$	94

(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)
ComEd		$	61			$	55
PECO			47				41
Generation			16				—
Exelon		$	124			$	96

(a)		Discounted.

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	Litigation

	Exelon

	Generation

50

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	PECO and Generation

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	Exelon, ComEd, PECO and Generation

	Income Tax Refund Claims

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	Jointly Owned Electric Utility Plant

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

	Supplemental Income Statement Information

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
Exelon			2005				2004				2005				2004
Investment income			$	3			$	2			$	6			$	5
Gain on disposition of assets and investments, net(a)				6				9				7				13
Gain on sale of Boston Generating				—				85				—				85
Decommissioning-related activities:
	Decommissioning trust fund income(b)			50				28				79				58
	Decommissioning trust fund income — AmerGen(b)			47				8				59				19
	Other-than-temporary impairment of decommissioning trust funds(c)			(5	)			—				(12	)			—
	Other-than-temporary impairment of decommissioning trust funds — AmerGen			(1	)			—				(2	)			—
	Regulatory offset to non-operating decommissioning-related activities(d)			(46	)			(28	)			(67	)			(58	)
Net direct financing lease income				6				6				11				11
Allowance for funds used during construction (AFUDC), equity				2				2				3				2
Other				7				4				15				13
Other, net			$	69			$	116			$	99			$	148

(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 Annual Report on 2004 Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.

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		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
ComEd		2005				2004				2005				2004
Investment income		$	1			$	1			$	2			$	2
Gain on disposition of assets and investments, net			2				—				4				2
AFUDC, equity			1				1				2				2
Other			2				—				2				—
Other, net		$	6			$	2			$	10			$	6

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
PECO		2005				2004				2005				2004
Investment income		$	2			$	1			$	4			$	3
Gain on disposition of assets and investments, net			4				2				3				2
Other			—				—				1				—
Other, net		$	6			$	3			$	8			$	5

			Three Months								Six Months
			Ended June 30,								Ended June 30,
Generation			2005				2004				2005				2004
Decommissioning-related activities:
	Decommissioning trust fund income(a)		$	50			$	28			$	79			$	58
	Decommissioning trust fund income — AmerGen(a)			47				8				59				19
	Other-than-temporary impairment of decommissioning trust funds(b)			(5	)			—				(12	)			—
	Other-than-temporary impairment of decommissioning trust funds — AmerGen			(1	)			—				(2	)			—
	Regulatory offset to non-operating decommissioning-related activities(c)			(46	)			(28	)			(67	)			(58	)
Gain on sale of Boston Generating				—				85				—				85
Other				6				3				12				11
Other, net			$	51			$	96			$	69			$	115

(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 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 Annual Report on 2004 Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for more information regarding the regulatory accounting applied for certain nuclear units.

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	Supplemental Balance Sheet Information

		June 30,				December 31,
Exelon and ComEd		2005				2004
Regulatory assets (liabilities)
Nuclear decommissioning		$	(1,432	)		$	(1,433	)
Removal costs			(1,030	)			(1,011	)
Reacquired debt costs and interest-rate swap settlements			113				118
Recoverable transition costs			72				87
Deferred income taxes			6				4
Other			31				31
Total		$	(2,240	)		$	(2,204	)

		June 30,				December 31,
Exelon and PECO		2005				2004
Regulatory assets (liabilities)
Competitive transition charge		$	3,743			$	3,936
Deferred income taxes			751				747
Non-pension postretirement benefits			49				52
Reacquired debt costs			39				42
MGP regulatory asset(a)			19				32
U.S. Department of Energy facility decommissioning			16				19
Nuclear decommissioning			(45	)			(46	)
Other			15				8
Long-term regulatory assets			4,587				4,790
Deferred energy costs (current asset)			13				71
Total		$	4,600			$	4,861

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

June 30, 2005			Exelon				ComEd				PECO				Generation
Property, plant and equipment:
	Accumulated depreciation		$	7,469			$	1,103			$	2,172			$	4,082
Accounts receivable:
	Allowance for uncollectible accounts			76				17				40				16

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

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

	Three Months Ended June 30, 2005 and 2004

		Energy												Intersegment
		Delivery				Generation				Other(a)				Eliminations				Exelon
Total revenues:(b)
2005		$	2,532			$	2,105			$	174			$	(1,327	)		$	3,484
2004			2,435				1,881				173				(1,051	)			3,438
Intersegment revenues:
2005		$	4			$	1,150			$	173			$	(1,327	)		$	—
2004			8				871				172				(1,051	)			—
Income (loss) from continuing operations before income taxes and minority interest:
2005		$	336			$	482			$	(95	)		$	—			$	723
2004			485				300				(60	)			—				725
Income taxes:
2005		$	118			$	185			$	(96	)		$	—			$	207
2004			182				114				(73	)			—				223
Income from continuing operations:
2005		$	218			$	297			$	1			$	—			$	516
2004			303				187				13				—				503
Income (loss) from discontinued operations:
2005		$	—			$	(1	)		$	(1	)		$	—			$	(2	)
2004			—				(9	)			27				—				18
Net income:
2005		$	218			$	296			$	—			$	—			$	514
2004			303				178				40				—				521

(a)		Other includes corporate operations, shared service entities, including Exelon Business Services Company (BSC), Enterprises and investments in synthetic fuel-producing facilities.
(b)		$57 million in utility taxes are included in revenues and expenses for each of the three months ended June 30, 2005 and 2004 for ComEd. $53 million and $50 million in utility taxes are included in revenues and expenses for the three months ended June 30, 2005 and 2004, respectively, for PECO.

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	Six Months Ended June 30, 2005 and 2004

		Energy												Intersegment
		Delivery				Generation				Other(a)				Eliminations				Exelon
Total revenues:(b)
2005		$	5,214			$	4,125			$	341			$	(2,635	)		$	7,045
2004			5,010				3,826				335				(2,098	)			7,073
Intersegment revenues:
2005		$	8			$	2,285			$	342			$	(2,635	)		$	—
2004			21				1,750				327				(2,098	)			—
Income (loss) from continuing operations before income taxes and minority interest:
2005		$	652			$	977			$	(171	)		$	—			$	1,458
2004			986				418				(122	)			—				1,282
Income taxes:
2005		$	236			$	376			$	(177	)		$	—			$	435
2004			367				160				(145	)			—				382
Income from continuing operations:
2005		$	416			$	601			$	6			$	—			$	1,023
2004			619				258				23				—				900
Income (loss) from discontinued operations:
2005		$	—			$	15			$	(3	)		$	—			$	12
2004			—				(10	)			11				—				1
Cumulative effect of a change in accounting principle:
2005		$	—			$	—			$	—			$	—			$	—
2004			—				32				—				—				32
Net income:
2005		$	416			$	616			$	3			$	—			$	1,035
2004			619				280				34				—				933
Total Assets:
June 30, 2005		$	28,342			$	16,550			$	13,897			$	(16,707	)		$	42,082
December 31, 2004			27,574				16,438				13,268				(14,510	)			42,770

(a)		Other includes corporate operations, shared service entities, including Exelon Business Services Company (BSC), Enterprises and investments in synthetic fuel-producing facilities.
(b)		$120 million and $119 million in utility taxes are included in revenues and expenses for the six months ended June 30, 2005 and 2004, respectively, for ComEd. $105 million and $100 million in utility taxes are included in revenues and expenses for the six months ended June 30, 2005 and 2004, respectively, for PECO.

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

	Exelon and ComEd

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Operating revenues from ComEd
	Transitional Funding Trust		$	1			$	—			$	2			$	—
Interest expense to financing affiliates
	ComEd Transitional Funding Trust			17				21				36				45
	ComEd Financing II			4				4				7				7
	ComEd Financing III			3				3				6				6
Equity in losses from unconsolidated affiliates
	ComEd Funding LLC			4				6				8				9

			June 30,				December 31,
			2005				2004
Receivables from affiliates (current)
	ComEd Transitional Funding Trust		$	14			$	9
Investment in affiliates
	ComEd Funding LLC			28				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			6				6
	ComEd Financing III			4				4
Long-term debt to financing trusts (including due within one year)
	ComEd Transitional Funding Trust			1,151				1,341
	ComEd Financing II			155				155
	ComEd Financing III			206				206

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			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Operating revenues from affiliates
	Generation(a)		$	2			$	5			$	4			$	16
	Enterprises(a)			—				1				—				1
Purchased power from affiliate
	PPA with Generation(b)			770				514				1,523				1,043
Operations & maintenance from affiliates
	BSC(c)			44				45				88				82
	Enterprises(d)			—				(4	)			—				1
Interest income from affiliates
	UII(e)			—				4				—				9
	Exelon intercompany money pool(f)			1				1				3				2
Capitalized costs
	BSC(c)			16				16				30				28
Cash dividends paid to parent				107				104				245				207

			June 30,				December 31,
			2005				2004
Receivables from affiliates (current)
	Exelon intercompany money pool(f)		$	21			$	308
	Other			—				1
Receivables from affiliates (noncurrent)
	Generation(g)			1,432				1,433
Payables to affiliates (current)
	Generation decommissioning(h)			11				11
	Generation (a, b)			331				189
	BSC(c)			15				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.
(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 Annual Report on Form 10-K for more information regarding the PPA.

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(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 Annual Report on Form 10-K information.
(h)		ComEd has 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								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Operating revenues from affiliate
	PETT(a)		$	2			$	3			$	4			$	5
Interest expense to financing affiliates
	PETT			54				59				110				119
	PECO Trust III			1				1				3				3
	PECO Trust IV			2				2				3				3
Equity in losses from unconsolidated affiliates
	PETT			4				7				8				13

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			June 30,				December 31,
			2005				2004
Investment in affiliates
	PETT		$	70			$	77
	PECO Energy Capital Corp			4				4
	PECO Trust IV			6				6
Payables to affiliates (current)
	PECO Trust III			1				1
Long-term debt to financing trusts (including due within one year)
	PETT			3,249				3,456
	PECO Trust III			81				81
	PECO Trust IV			103				103

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

			Three Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Operating revenues from affiliate
	Generation(a)		$	2			$	2			$	4			$	4
Purchased power from affiliate
	Generation(b)			379				349				760				699
Fuel from affiliate
	Generation(c)			—				7				1				7
Operating and maintenance from affiliates
	BSC(d)			28				28				53				51
Interest income from affiliates
	Other			—				—				1				—
Capitalized costs
	BSC(d)			6				5				12				9
Cash dividends paid to parent				116				90				231				180

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			June 30,				December 31,
			2005				2004
Receivable from affiliate (current)
	Exelon intercompany money pool(e)		$	—			$	34
Receivable from affiliate (noncurrent)
	Generation decommissioning(f)			45				46
Payables to affiliates (current)
	Generation (b, c)			152				125
	BSC(d)			14				20
Shareholder’s equity — receivable from parent(g)				1,302				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 Annual Report on Form 10-K for more information regarding the PPA.
(c)		Effective April 1, 2004, PECO entered into a one-year gas procurement agreement with Generation.
(d)		PECO receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, supply management services, planning and engineering of delivery systems, management of construction, maintenance and operations of the transmission and delivery systems and management of other support services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(e)		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 PECO’s 2004 Annual Report on Form 10-K for further information.
(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								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Operating revenues from affiliates
	ComEd(a)		$	770			$	514			$	1,523			$	1,043
	PECO(a)			379				356				761				706
	BSC(c)			1				1				1				1
Purchased power from affiliates
	ComEd(b)			—				3				—				12
Fuel from affiliates
	PECO(b)			1				—				1				—
Operating and maintenance from affiliates
	ComEd(b)			2				2				4				4
	PECO(b)			1				2				3				4
	BSC(c)			63				65				127				126
Interest expense to affiliates
	Exelon intercompany money pool(d)			—				1				2				2
Cash distribution paid to member				80				55				319				109
Cash contribution received from member				—				—				843				—

			June 30,				December 31,
			2005				2004
Receivables from affiliates (current)
	ComEd(a)		$	331			$	189
	ComEd decommissioning(f)			11				11
	PECO(a)			152				125
	BSC(c)			—				7
Note receivable from affiliate (noncurrent)
	ComEd decommissioning(f)			11				11
Payables to affiliates (current)
	Exelon(e)			4				42
	BSC(c)			26				—
Notes payable to affiliates (current)
	Exelon intercompany money pool(d)			—				283
Payables to affiliates (noncurrent)
	ComEd decommissioning(g)			1,432				1,433
	PECO decommissioning(g)			45				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. See Note 16 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report

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		on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.
(b)		Generation purchases retail 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. 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. See Note 16 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.
(c)		Generation receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized. Some third-party reimbursements due Generation are recovered through BSC.
(d)		Generation participates in Exelon’s intercompany money pool. Generation earns interest on its contributions to the money pool, and pays interest on its borrowings from the money pool at a market rate of interest.
(e)		In order to facilitate payment processing, Exelon processes certain invoice payments on behalf of Generation.
(f)		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. See Note 13 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.
(g)		Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 13 of Generation’s Notes to Consolidated Financial Statements within Generation’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K.

17.	Derivative Financial Instruments (Exelon, ComEd and Generation)

	Interest-Rate Swaps (Exelon and ComEd)

												June 30,				December 31,
		Notional										2005				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			$	9
Cash-Flow Hedges
ComEd			325			4.87% — 5.43%			3 Month LIBOR				(35	)			—
Net deferred gains (losses)												$	(26	)		$	9

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	Energy-Related Derivatives (Exelon and Generation)

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		Generation
																						Exelon
		Cash-Flow				Other				Proprietary								Other(a)				Energy-Related
Derivatives		Hedges				Derivatives				Trading				SubTotal				Derivatives				Derivatives(b)
Current assets		$	335			$	161			$	12			$	508			$	—			$	508
Noncurrent assets			158				32				140				330				17				347
Total mark-to-market energy contract assets		$	493			$	193			$	152			$	838			$	17			$	855
Current liabilities		$	(607	)		$	(140	)		$	(9	)		$	(756	)		$	—			$	(756	)
Noncurrent liabilities			(254	)			(28	)			(139	)			(421	)			—				(421	)
Total mark-to-market energy contract liabilities		$	(861	)		$	(168	)		$	(148	)		$	(1,177	)		$	—			$	(1,177	)
Total mark-to-market energy contract net assets (liabilities)		$	(368	)		$	25			$	4			$	(339	)		$	17			$	(322	)

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

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	Cash-Flow Hedges (Generation)

		Total Cash-Flow
		Hedge OCI Activity,
Three Months Ended June 30, 2005		Net of Income Tax
Accumulated OCI derivative loss at April 1, 2005		$	(259	)
Changes in fair value			(28	)
Reclassifications from OCI to net income			63
Accumulated OCI derivative loss at June 30, 2005		$	(224	)

		Total Cash-Flow
		Hedge OCI Activity,
Six Months Ended June 30, 2005		Net of Income Tax
Accumulated OCI derivative loss at January 1, 2005		$	(137	)
Changes in fair value			(204	)
Reclassifications from OCI to net income			117
Accumulated OCI derivative loss at June 30, 2005		$	(224	)

		Total Cash-Flow
		Hedge OCI Activity,
Three Months Ended June 30, 2004		Net of Income Tax
Accumulated OCI derivative loss at April 1, 2004		$	(322	)
Changes in fair value			(44	)
Reclassifications from OCI to net income			76
Accumulated OCI derivative loss at June 30, 2004		$	(290	)

		Total Cash-Flow
		Hedge OCI Activity,
Six Months Ended June 30, 2004		Net of Income Tax
Accumulated OCI derivative loss at January 1, 2004		$	(133	)
Changes in fair value			(310	)
Reclassifications from OCI to net income			151
Exelon Energy opening balance			2
Accumulated OCI derivative loss at June 30, 2004		$	(290	)

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	Other Derivatives (Exelon and Generation)

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18.	Subsequent Events (Exelon, ComEd and Generation)

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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).
		On June 30, 2005, the Federal Energy Regulatory Commission (FERC) approved the Merger without a hearing. Exelon and PSEG proposed in the FERC application, and FERC approved, a market concentration mitigation plan involving the divestiture of 4,000 MW of coal, mid-merit (or intermediate) and peaking generation in the PJM region, the ongoing auction of 2,600 MW of nuclear output and Exelon’s and PSEG’s proposal to invest a total of $25 million in transmission improvements, which proposal was accepted by FERC.
		PSEG shareholders approved the Merger on July 19, 2005. Exelon shareholders approved the issuance of Exelon shares pursuant to the Merger on July 22, 2005.
		See Note 4 of the Combined Notes to Consolidated Financial Statements for further information. Additionally, see Note 2 of Exelon’s Notes to Consolidated Financial Statements within Exelon’s 2004 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on 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 and Generation recorded $55 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 determination of the net gain on sale of

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		$19 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.

	•	On June 15, 2005, ComEd paid $58 million from internally generated cash to redeem its outstanding 9.875% First Mortgage Bonds, comprised of principal of $54 million, interest of $3 million and premium of $1 million.
	•	During the three and six months ended June 30, 2005, Exelon settled interest-rate swaps designated as cash-flow hedges in aggregate notional amounts of $1.5 billion entered into in anticipation of the issuance of debt to finance contributions to its pension plans and recorded net pre-tax losses of $39 million, which are being recorded as additional interest expense over the life of the debt.
	•	On June 9, 2005, Exelon issued and sold $1.7 billion of senior debt securities pursuant to its senior debt indenture, dated as of May 1, 2001, consisting of $400 million of 4.45% senior notes due 2010, $800 million of 4.90% senior notes due 2015 and $500 million of 5.625% senior notes due 2035. The net proceeds from the sale of the notes were used to repay $1.5 billion in remaining principal due on a $2 billion term loan agreement and $200 million of a $500 million term loan agreement.

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	•	Exelon’s interests in synthetic fuel-producing facilities increased Exelon’s net income by $29 million and $15 million during the three months ended June 30, 2005 and 2004, respectively, and $45 million and $29 million during the six months ended June 30, 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 per barrel and would have been completely phased out when the annual average wellhead price per barrel of domestic crude oil reached $64 per barrel. The 2005 phase-out range will be calculated using inflation rates published in 2006 by the Internal Revenue Service. Exelon estimates that for 2005 the tax credits will begin to phase out if the annual average wellhead price per barrel of domestic crude oil exceeds $52 per barrel and will completely phase out if the annual average wellhead price per barrel of domestic crude oil reaches $66 per barrel. As of June 30, 2005, the average closing price of a barrel of domestic crude oil was approximately $46. Based on both the average closing price to date and current futures prices for the remaining months of 2005, Exelon estimates that there will not be a phase-out of tax credits in 2005.
		Absent any efforts to mitigate market price exposure, if domestic crude oil prices increase further in 2005 and continue to stay at a high level in 2006 and 2007, 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 per year in the event the tax credits are completely phased out. In 2005, Exelon and Generation entered into certain derivatives to hedge a portion of this commodity exposure in the normal course of their trading operations. These derivatives could result in cash proceeds to Exelon of $23 million, $70 million and $70 million in 2005, 2006 and 2007, respectively, in the event the tax credits are completely phased-out.

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		Exelon has recorded an intangible asset related to its investments in these facilities with a net carrying value of $177 million at June 30, 2005 that could become impaired if domestic crude oil prices continue to increase in the future. However, 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 $189 million as of June 30, 2005. The performance of those subsidiaries with respect to these debt obligations is not guaranteed by Exelon.

	Three Months Ended June 30, 2005 Compared To Three Months Ended June 30, 2004

		Three Months
		Ended
		June 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Operating revenues		$	3,484			$	3,438			$	46
Purchased power and fuel expense			1,140				1,153				13
Operating and maintenance expense			945				939				(6	)
Depreciation and amortization			325				311				(14	)
Operating income			897				853				44
Other income and deductions			(174	)			(128	)			(46	)
Income from continuing operations before income taxes and minority interest			723				725				(2	)
Income from continuing operations			516				503				13
Income (loss) from discontinued operations			(2	)			18				(20	)
Net income			514				521				(7	)
Diluted earnings per share			0.76				0.78				(0.02	)

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	Results of Operations by Business Segment

	Net Income from Continuing Operations by Business Segment

		Three Months
		Ended
		June 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	218			$	303			$	(85	)
Generation			297				187				110
Other(a)			1				13				(12	)
Total		$	516			$	503			$	13

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

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	Net Income by Business Segment

		Three Months
		Ended
		June 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	218			$	303			$	(85	)
Generation			296				178				118
Other(a)			—				40				(40	)
Total		$	514			$	521			$	(7	)

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

	Results of Operations — Energy Delivery

				Three Months
				Ended
				June 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	2,532			$	2,435			$	97
Operating expenses
	Purchased power and fuel expense				1,361				1,059				(302	)
	Operating and maintenance				321				355				34
	Depreciation and amortization				238				228				(10	)
	Taxes other than income				133				132				(1	)
		Total operating expense			2,053				1,774				(279	)
Operating income					479				661				(182	)
Other income and deductions
	Interest expense				(147	)			(172	)			25
	Distributions on preferred securities of subsidiaries				(1	)			(1	)			—
	Equity in losses of unconsolidated affiliates				(8	)			(13	)			5
	Other, net				13				10				3
		Total other income and deductions			(143	)			(176	)			33
Income before income taxes					336				485				(149	)
Income taxes					118				182				64
Net income				$	218			$	303			$	(85	)

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																			Total
			ComEd				PECO				Total				PECO				Increase
			Electric				Electric				Electric				Gas				(Decrease)
Weather			$	87			$	(9	)		$	78			$	7			$	85
Customer choice				26				27				53				—				53
Volume				(15	)			—				(15	)			(19	)			(34	)
Rate changes and mix				(21	)			11				(10	)			5				(5	)
Other				1				—				1				—				1
	Retail revenue			78				29				107				(7	)			100
PJM transmission				8				—				8				—				8
T&O/ SECA rates				(7	)			—				(7	)			—				(7	)
Other				6				2				8				(12	)			(4	)
Wholesale and miscellaneous revenues				7				2				9				(12	)			(3	)
Increase (decrease) in operating revenues			$	85			$	31			$	116			$	(19	)		$	97

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			ComEd								PECO
			Three Months								Three Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Retail customers purchasing energy from an alternative electric supplier:
	Volume (GWhs)			4,825				5,257				535				1,111
	Percentage of total retail deliveries			22	%			25	%			6	%			12	%
Retail customers purchasing energy from an alternative electric supplier or the ComEd PPO:
	Number of customers			22,300				21,400				71,200				292,100
	Percentage of total retail customers			(a	)%			(a	)%			5	%			19	%
	Volume (GWhs)			7,893				7,581				535				1,111
	Percentage of total retail deliveries			36	%			36	%			6	%			12	%

(a)	Less than one percent.

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																		Total
		ComEd				PECO				Total				PECO				Increase
		Electric				Electric				Electric				Gas				(Decrease)
Prices		$	215			$	9			$	224			$	5			$	229
Customer choice			20				27				47				—				47
Weather			36				(3	)			33				5				38
PJM transmission			8				3				11				—				11
Volume			(1	)			(2	)			(3	)			(16	)			(19	)
T&O/ SECA rates			(4	)			1				(3	)			—				(3	)
Other			10				—				10				(11	)			(1	)
Increase (decrease) in purchased power and fuel expense		$	284			$	35			$	319			$	(17	)		$	302

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										Total
										Increase
		ComEd				PECO				(Decrease)
Severance-related expenses		$	(12	)		$	(5	)		$	(17	)
Pension expense(a)			(6	)			(4	)			(10	)
Professional fees related to income tax refund claim(b)			(5	)			(3	)			(8	)
Allowance for uncollectible accounts(c)			—				(4	)			(4	)
Contractors(d)			7				2				9
Other			(5	)			1				(4	)
Decrease in operating and maintenance expense		$	(21	)		$	(13	)		$	(34	)

(a)	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.

(b)		See Note 13 of the Combined Notes to Consolidated Financial Statements for additional information.
(c)		The decrease at PECO is primarily due to the enforcement of stricter collection standards beginning in early 2005 as allowed by recent legislation in Pennsylvania.
(d)		Increase was primarily due to increases in vegetation management services compared to the prior year for ComEd and PECO and consulting services at ComEd related to various regulatory proceedings. See Note 5 of the Combined Notes to Consolidated Financial Statements for additional information regarding the regulatory proceedings.

										Total
										Increase
		ComEd				PECO				(Decrease)
Recoverable transition costs/ CTC amortization		$	(2	)		$	10			$	8
Depreciation expense			4				—				4
Accelerated amortization of PECO billing system			—				3				3
Other amortization expense			(4	)			(1	)			(5	)
Increase (decrease) in depreciation and amortization expense		$	(2	)		$	12			$	10

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										Total
										Increase
		ComEd				PECO				(Decrease)
Taxes on utility revenues(a)		$	1			$	3			$	4
Other			—				(3	)			(3	)
Increase in taxes other than income		$	1			$	—			$	1

(a)	As these taxes are collected from customers and remitted to the taxing authorities and included in revenues and expenses, the increase in taxes expense was offset by a corresponding increase in revenues.

										Total
										Increase
		ComEd				PECO				(Decrease)
Interest income on long-term receivable from UII, LLC(a)		$	(4	)		$	—			$	(4	)
Gain on disposition of assets and investments, net			2				2				4
Other			2				1				3
Increase 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.

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	Energy Delivery Operating Statistics and Revenue Detail

			Three Months
			Ended
			June 30,
Retail Deliveries — (in gigawatthours (GWhs))(a)			2005				2004				Variance				% Change
Full service(b)
Residential				8,921				8,065				856				10.6	%
Small commercial & industrial				6,833				6,704				129				1.9	%
Large commercial & industrial				5,808				5,433				375				6.9	%
Public authorities & electric railroads				726				893				(167	)			(18.7	)%
	Total full service			22,288				21,095				1,193				5.7	%
PPO (ComEd only)
Small commercial & industrial				1,433				1,128				305				27.0	%
Large commercial & industrial				1,635				1,196				439				36.7	%
				3,068				2,324				744				32.0	%
Delivery only(c)
Residential				74				488				(414	)			(84.8	)%
Small commercial & industrial				1,810				1,982				(172	)			(8.7	)%
Large commercial & industrial				3,476				3,898				(422	)			(10.8	)%
				5,360				6,368				(1,008	)			(15.8	)%
	Total PPO and delivery only			8,428				8,692				(264	)			(3.0	)%
Total retail deliveries				30,716				29,787				929				3.1	%

(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
			June 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	918			$	819			$	99				12.1	%
Small commercial & industrial				616				597				19				3.2	%
Large commercial & industrial				388				378				10				2.6	%
Public authorities & electric railroads				51				64				(13	)			(20.3	)%
	Total full service			1,973				1,858				115				6.2	%
PPO (ComEd only)(b)
Small commercial & industrial				99				73				26				35.6	%
Large commercial & industrial				93				69				24				34.8	%
				192				142				50				35.2	%
Delivery only(c)
Residential				6				38				(32	)			(84.2	)%
Small commercial & industrial				44				56				(12	)			(21.4	)%
Large commercial & industrial				45				59				(14	)			(23.7	)%
				95				153				(58	)			(37.9	)%
	Total PPO and delivery only			287				295				(8	)			(2.7	)%
Total electric retail revenues				2,260				2,153				107				5.0	%
	Wholesale and miscellaneous revenue(d)			172				163				9				5.5	%
Total electric and other revenue			$	2,432			$	2,316			$	116				5.0	%

(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 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on 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
			June 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				6,235				5,793				442				7.6	%
Small commercial & industrial				5,103				5,018				85				1.7	%
Large commercial & industrial				2,103				1,730				373				21.6	%
Public authorities & electric railroads				521				669				(148	)			(22.1	)%
	Total full service			13,962				13,210				752				5.7	%
PPO
Small commercial & industrial				1,433				1,128				305				27.0	%
Large commercial & industrial				1,635				1,196				439				36.7	%
				3,068				2,324				744				32.0	%
Delivery only(b)
Small commercial & industrial				1,495				1,549				(54	)			(3.5	)%
Large commercial & industrial				3,330				3,708				(378	)			(10.2	)%
				4,825				5,257				(432	)			(8.2	)%
	Total PPO and delivery only			7,893				7,581				312				4.1	%
Total retail deliveries				21,855				20,791				1,064				5.1	%

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

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			Three Months
			Ended
			June 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	559			$	521			$	38				7.3	%
Small commercial & industrial				413				400				13				3.3	%
Large commercial & industrial				105				97				8				8.2	%
Public authorities & electric railroads				32				44				(12	)			(27.3	)%
	Total full service			1,109				1,062				47				4.4	%
PPO(b)
Small commercial & industrial				99				73				26				35.6	%
Large commercial & industrial				93				69				24				34.8	%
				192				142				50				35.2	%
Delivery only(c)
Small commercial & industrial				27				33				(6	)			(18.2	)%
Large commercial & industrial				41				54				(13	)			(24.1	)%
				68				87				(19	)			(21.8	)%
	Total PPO and delivery only			260				229				31				13.5	%
Total electric retail revenues				1,369				1,291				78				6.0	%
	Wholesale and miscellaneous revenue(d)			119				112				7				6.3	%
Total operating revenues			$	1,488			$	1,403			$	85				6.1	%

(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)		Revenues from customers choosing the PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(c)		Delivery only revenues reflect revenue under tariff rates from customers electing to receive generation service from an alternative electric supplier, which includes a distribution charge and a CTC. 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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	PECO Electric Operating Statistics and Revenue Detail

			Three Months
			Ended
			June 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				2,686				2,272				414				18.2	%
Small commercial & industrial				1,730				1,686				44				2.6	%
Large commercial & industrial				3,705				3,703				2				0.1	%
Public authorities & electric railroads				205				224				(19	)			(8.5	)%
	Total full service			8,326				7,885				441				5.6	%
Delivery only(b)
Residential				74				488				(414	)			(84.8	)%
Small commercial & industrial				315				433				(118	)			(27.3	)%
Large commercial & industrial				146				190				(44	)			(23.2	)%
	Total delivery only			535				1,111				(576	)			(51.8	)%
Total retail deliveries				8,861				8,996				(135	)			(1.5	)%

(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
			June 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	359			$	298			$	61				20.5	%
Small commercial & industrial				203				197				6				3.0	%
Large commercial & industrial				283				281				2				0.7	%
Public authorities & electric railroads				19				20				(1	)			(5.0	)%
	Total full service			864				796				68				8.5	%
Delivery only(b)
Residential				6				38				(32	)			(84.2	)%
Small commercial & industrial				17				23				(6	)			(26.1	)%
Large commercial & industrial				4				5				(1	)			(20.0	)%
	Total delivery only			27				66				(39	)			(59.1	)%
Total electric retail revenues				891				862				29				3.4	%
Wholesale and miscellaneous revenue(c)				53				51				2				3.9	%
Total electric and other revenue			$	944			$	913			$	31				3.4	%

(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
		June 30,
Deliveries to customers (in million cubic feet (mmcf))		2005				2004				Variance				% Change
Retail sales			7,398				8,162				(764	)			(9.4	)%
Transportation			6,019				6,410				(391	)			(6.1	)%
Total			13,417				14,572				(1,155	)			(7.9	)%

		Three Months
		Ended
		June 30,
Revenue		2005				2004				Variance				% Change
Retail sales		$	95			$	102			$	(7	)			(6.9	)%
Transportation			4				4				—				0.0	%
Resales and other			1				13				(12	)			(92.3	)%
Total gas revenue		$	100			$	119			$	(19	)			(16.0	)%

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	Results of Operations — Generation

				Three Months
				Ended
				June 30,
												Favorable
				2005				2004				(Unfavorable)
Operating revenues				$	2,105			$	1,881			$	224
Operating expenses
	Purchased power				517				576				59
	Fuel				428				390				(38	)
	Operating and maintenance				602				573				(29	)
	Depreciation and amortization				63				65				2
	Taxes other than income				39				46				7
		Total operating expenses			1,649				1,650				1
Operating income					456				231				225
Other income and deductions
	Interest expense				(29	)			(27	)			(2	)
	Equity in earnings of unconsolidated affiliates				4				—				4
	Other, net				51				96				(45	)
		Total other income and deductions			26				69				(43	)
Income from continuing operations before income taxes and minority interest					482				300				182
Income taxes					185				114				(71	)
Income from continuing operations before minority interest					297				186				111
Minority interest					—				1				(1	)
Income from continuing operations					297				187				110
Discontinued operations
	Loss from discontinued operations				—				(23	)			23
	Loss on disposal of discontinued operations				(2	)			—				(2	)
	Income taxes				(1	)			(14	)			(13	)
		Loss from discontinued operations			(1	)			(9	)			8
Net income				$	296			$	178			$	118

		Three Months
		Ended
		June 30,
Revenue		2005				2004				Variance				% Change
Electric sales to affiliates		$	1,133			$	846			$	287				33.9	%
Wholesale and retail electric sales			783				858				(75	)			(8.7	)%
Total energy sales revenue			1,916				1,704				212				12.4	%
Retail gas sales			95				83				12				14.5	%
Trading portfolio			3				(2	)			5				n.m.
Other revenue(a)			91				96				(5	)			(5.2	)%
Total revenue		$	2,105			$	1,881			$	224				11.9	%

(a)	Includes sales related to tolling agreements, fossil fuel sales and decommissioning revenue from Energy Delivery.

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		Three Months
		Ended
		June 30,
Sales (in GWhs)		2005				2004				Variance				% Change
Electric sales to affiliates			28,582				26,133				2,449				9.4	%
Wholesale and retail electric sales			18,410				24,976				(6,566	)			(26.3	)%
Total sales			46,992				51,109				(4,117	)			(8.1	)%

		Increase
		(Decrease)
Sale of Boston Generating(a)		$	(87	)
Volume			(96	)
Price			100
Other			8
Decrease in wholesale and retail electric sales		$	(75	)

(a)		Sales of Boston Generating of $2 million were included in other revenues for 2004.

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		Three Months
		Ended
		June 30,
Supply Source (in GWhs)		2005				2004				Variance				% Change
Nuclear generation			34,685				34,254				431				1.3	%
Purchases — non-trading portfolio			9,061				11,904				(2,843	)			(23.9	)%
Fossil and hydroelectric generation(a)			3,246				4,951				(1,705	)			(34.4	)%
Total supply			46,992				51,109				(4,117	)			(8.1	)%

(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		$	(76	)
Mark-to-market adjustments on economic hedges			44
Volume			(8	)
Price			35
Other			(16	)
Decrease in purchased power and fuel expense		$	(21	)

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			Three Months
			Ended
			June 30,
($/MWh)			2005				2004				% Change
Average electric revenue
	Electric sales to affiliates(a)		$	39.64			$	32.37				22.4	%
	Wholesale and retail electric sales			42.53				34.35				23.8	%
	Total — excluding the trading portfolio			40.77				33.34				22.3	%
Average electric supply cost(b) — excluding the trading portfolio			$	18.17			$	17.32				4.9	%
Average margin — excluding the trading portfolio			$	22.60			$	16.02				41.1	%

(a)		The increase in $/MHw is due to higher prices in 2005 associated with Generation’s PPA with ComEd.
(b)		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		$	(29	)
Tamuin International			11
Refueling outage cost			28
Accrual for estimated future asbestos-related bodily injury claims			43
Payroll, benefits and pension cost			(17	)
Other			(7	)
Increase in operating and maintenance expense		$	29

		Three Months
		Ended
		June 30,
		2005				2004
Nuclear fleet capacity factor(a)			95.4	%			96.1	%
Nuclear fleet production cost per MWh(a)		$	11.93			$	10.88
Average purchased power cost for wholesale operations per MWh		$	57.06			$	48.39

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

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	Six Months Ended June 30, 2005 Compared To Six Months Ended June 30, 2004

		Six Months
		Ended
		June 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Operating revenues		$	7,045			$	7,073			$	(28	)
Purchased power and fuel expense			2,331				2,548				217
Operating and maintenance expense			1,893				1,918				25
Depreciation and amortization			644				612				(32	)
Operating income			1,828				1,624				204
Other income and deductions			(370	)			(342	)			(28	)
Income from continuing operations before income taxes and minority interest			1,458				1,282				176
Income from continuing operations			1,023				900				123
Income from discontinued operations			12				1				11
Income before cumulative effect of a change in accounting principle			1,035				901				134
Net income			1,035				933				102
Diluted earnings per share			1.53				1.40				0.13

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	Results of Operations by Business Segment

	Net Income from Continuing Operations by Business Segment

		Six Months
		Ended
		June 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	416			$	619			$	(203	)
Generation			601				258				343
Other(a)			6				23				(17	)
Total		$	1,023			$	900			$	123

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

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	Net Income (Loss) by Business Segment

		Six Months
		Ended
		June 30,								Favorable
										(Unfavorable)
		2005				2004				Variance
Energy Delivery		$	416			$	619			$	(203	)
Generation			616				280				336
Other(a)			3				34				(31	)
Total		$	1,035			$	933			$	102

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

	Results of Operations — Energy Delivery

				Six Months
				Ended
				June 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	5,214			$	5,010			$	204
Operating expenses
	Purchased power and fuel expense				2,879				2,239				(640	)
	Operating and maintenance				657				704				47
	Depreciation and amortization				471				455				(16	)
	Taxes other than income				266				269				3
		Total operating expense			4,273				3,667				(606	)
Operating income					941				1,343				(402	)
Other income and deductions
	Interest expense				(293	)			(355	)			62
	Distributions on preferred securities of subsidiaries				(2	)			(2	)			—
	Equity in losses of unconsolidated affiliates				(16	)			(22	)			6
	Other, net				22				22				—
		Total other income and deductions			(289	)			(357	)			68
Income before income taxes					652				986				(334	)
Income taxes					236				367				131
Net income				$	416			$	619			$	(203	)

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																			Total
			ComEd				PECO				Total				PECO				Increase
			Electric				Electric				Electric				Gas				(Decrease)
Customer choice			$	40			$	48			$	88			$	—			$	88
Weather				83				(17	)			66				6				72
Rate changes and mix				(26	)			22				(4	)			23				19
Volume				(9	)			14				5				(15	)			(10	)
Other				2				—				2				—				2
	Retail revenue			90				67				157				14				171
PJM transmission				60				(2	)			58				—				58
T&O/ SECA rates				(25	)			1				(24	)			—				(24	)
Other				11				5				16				(17	)			(1	)
Wholesale and miscellaneous revenues				46				4				50				(17	)			33
Increase (decrease) in operating revenues			$	136			$	71			$	207			$	(3	)		$	204

			ComEd								PECO
			Six Months								Six Months
			Ended								Ended
			June 30,								June 30,
			2005				2004				2005				2004
Retail customers purchasing energy from an alternative electric supplier:
	Volume (GWhs)			9,651				10,457				1,222				2,267
	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			22,300				21,500				71,200				292,100
	Percentage of total retail customers			(a	)%			(a	)%			5	%			19	%
	Volume (GWhs)			15,228				14,693				1,222				2,267
	Percentage of total retail deliveries			35	%			34	%			7	%			12	%

(a)		Less than one percent.

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																		Total
		ComEd				PECO				Total				PECO				Increase
		Electric				Electric				Electric				Gas				(Decrease)
Prices		$	446			$	19			$	465			$	23			$	488
Customer choice			29				48				77				—				77
PJM transmission			61				5				66				—				66
Weather			34				(7	)			27				4				31
PJM administrative fees			5				—				5				—				5
T&O/ SECA rates			(17	)			4				(13	)			—				(13	)
Volume			6				1				7				(11	)			(4	)
Other			7				—				7				(17	)			(10	)
Increase in purchased power and fuel expense		$	571			$	70			$	641			$	(1	)		$	640

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										Total
										Increase
		ComEd				PECO				(Decrease)
Severance-related expenses		$	(14	)		$	(9	)		$	(23	)
Pension expense(a)			(8	)			(6	)			(14	)
Allowance for uncollectible accounts(b)			(4	)			(8	)			(12	)
Employee fringe benefits(c)			(6	)			(2	)			(8	)
Contractors(d)			16				5				21
Professional fees related to income tax refund claim(e)			(3	)			6				3
Other			(15	)			1				(14	)
Decrease in operating and maintenance expense		$	(34	)		$	(13	)		$	(47	)

(a)		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.
(b)		The decrease at PECO is primarily due to the enforcement of stricter collection standards beginning in early 2005 as allowed by recent legislation in Pennsylvania.
(c)		Excludes severance-related expenses and pension expense. Reflects fewer employees compared to prior year and an adjustment in 2005 related to medical plan fees.
(d)		Increase was primarily due to increases in vegetation management services compared to the prior year at ComEd and PECO and consulting services at ComEd related to various regulatory proceedings. See Note 5 of the Combined Notes to Consolidated Financial Statements for additional information regarding the regulatory proceedings.
(e)		See Note 13 of the Combined Notes to Consolidated Financial Statements for additional information.

										Total
										Increase
		ComEd				PECO				(Decrease)
Recoverable transition costs/ CTC amortization		$	(7	)		$	19			$	12
Depreciation expense			8				1				9
Accelerated amortization of PECO billing system			—				6				6
Other amortization expense			(8	)			(3	)			(11	)
Increase (decrease) in depreciation and amortization expense		$	(7	)		$	23			$	16

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										Total
										Increase
		ComEd				PECO				(Decrease)
Reduction in real estate tax accrual in 2005(a)		$	—			$	(6	)		$	(6	)
Taxes on utility revenues(b)			3				5				8
Other			(3	)			(2	)			(5	)
Decrease in taxes other than income		$	—			$	(3	)		$	(3	)

(a)		Represents a $6 million reduction of a real estate tax accrual in March 2005 following settlements 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.
(b)		As these taxes are collected from customers and remitted to the taxing authorities and included in revenues and expenses, the increase in taxes expense was offset by a corresponding increase in revenues.

										Total
										Increase
		ComEd				PECO				(Decrease)
Interest income on long-term receivable from UII, LLC(a)		$	(9	)		$	—			$	(9	)
Gain on disposition of assets and investment, net			2				1				3
Other			3				3				6
Increase (decrease) in other, net		$	(4	)		$	4			$	—

(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.

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	Energy Delivery Operating Statistics and Revenue Detail

			Six Months
			Ended
			June 30,
Retail Deliveries — (in gigawatthours (GWhs))(a)			2005				2004				Variance				% Change
Full service(b)
Residential				19,301				17,821				1,480				8.3	%
Small commercial & industrial				13,673				14,080				(407	)			(2.9	)%
Large commercial & industrial				11,097				10,520				577				5.5	%
Public authorities & electric railroads				1,483				1,678				(195	)			(11.6	)%
	Total full service			45,554				44,099				1,455				3.3	%
PPO (ComEd only)
Small commercial & industrial				2,458				1,897				561				29.6	%
Large commercial & industrial				3,119				2,339				780				33.3	%
				5,577				4,236				1,341				31.7	%
Delivery only(c)
Residential				178				1,070				(892	)			(83.4	)%
Small commercial & industrial				3,875				3,935				(60	)			(1.5	)%
Large commercial & industrial				6,820				7,719				(899	)			(11.6	)%
				10,873				12,724				(1,851	)			(14.5	)%
	Total PPO and delivery only			16,450				16,960				(510	)			(3.0	)%
Total retail deliveries				62,004				61,059				945				1.5	%

(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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			Six Months
			Ended
			June 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	1,868			$	1,691			$	177				10.5	%
Small commercial & industrial				1,170				1,161				9				0.8	%
Large commercial & industrial				739				730				9				1.2	%
Public authorities & electric railroads				105				122				(17	)			(13.9	)%
	Total full service			3,882				3,704				178				4.8	%
PPO (ComEd only)(b)
Small commercial & industrial				165				124				41				33.1	%
Large commercial & industrial				171				129				42				32.6	%
				336				253				83				32.8	%
Delivery only(c)
Residential				13				80				(67	)			(83.8	)%
Small commercial & industrial				93				110				(17	)			(15.5	)%
Large commercial & industrial				89				111				(22	)			(19.8	)%
				195				301				(106	)			(35.2	)%
	Total PPO and delivery only			531				554				(23	)			(4.2	)%
Total electric retail revenues				4,413				4,258				155				3.6	%
	Wholesale and miscellaneous revenue(d)			340				288				52				18.1	%
Total electric and other revenue			$	4,753			$	4,546			$	207				4.6	%

(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 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on 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

			Six Months
			Ended
			June 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				13,346				12,805				541				4.2	%
Small commercial & industrial				10,211				10,710				(499	)			(4.7	)%
Large commercial & industrial				3,883				3,200				683				21.3	%
Public authorities & electric railroads				1,052				1,225				(173	)			(14.1	)%
	Total full service			28,492				27,940				552				2.0	%
PPO
Small commercial & industrial				2,458				1,897				561				29.6	%
Large commercial & industrial				3,119				2,339				780				33.3	%
				5,577				4,236				1,341				31.7	%
Delivery only(b)
Small commercial & industrial				3,163				3,078				85				2.8	%
Large commercial & industrial				6,488				7,379				(891	)			(12.1	)%
				9,651				10,457				(806	)			(7.7	)%
	Total PPO and delivery only			15,228				14,693				535				3.6	%
Total retail deliveries				43,720				42,633				1,087				2.5	%

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

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			Six Months
			Ended
			June 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	1,124			$	1,080			$	44				4.1	%
Small commercial & industrial				784				787				(3	)			(0.4	)%
Large commercial & industrial				193				179				14				7.8	%
Public authorities & electric railroads				65				82				(17	)			(20.7	)%
	Total full service			2,166				2,128				38				1.8	%
PPO(b)
Small commercial & industrial				165				124				41				33.1	%
Large commercial & industrial				171				129				42				32.6	%
				336				253				83				32.8	%
Delivery only(c)
Small commercial & industrial				58				67				(9	)			(13.4	)%
Large commercial & industrial				80				102				(22	)			(21.6	)%
				138				169				(31	)			(18.3	)%
	Total PPO and delivery only			474				422				52				12.3	%
Total electric retail revenues				2,640				2,550				90				3.5	%
	Wholesale and miscellaneous revenue(d)			235				189				46				24.3	%
Total operating revenues			$	2,875			$	2,739			$	136				5.0	%

(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.
(b)		Revenues from customers choosing the PPO include an energy charge at market rates, transmission and distribution charges, and a CTC.
(c)		Delivery only revenues reflect revenue under tariff rates from customers electing to receive generation service from an alternative electric supplier, which includes a distribution charge and a CTC. 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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	PECO Electric Operating Statistics and Revenue Detail

			Six Months
			Ended
			June 30,
Retail Deliveries — (in GWhs)			2005				2004				Variance				% Change
Full service(a)
Residential				5,955				5,016				939				18.7	%
Small commercial & industrial				3,462				3,370				92				2.7	%
Large commercial & industrial				7,214				7,320				(106	)			(1.4	)%
Public authorities & electric railroads				431				453				(22	)			(4.9	)%
	Total full service			17,062				16,159				903				5.6	%
Delivery only(b)
Residential				178				1,070				(892	)			(83.4	)%
Small commercial & industrial				712				857				(145	)			(16.9	)%
Large commercial & industrial				332				340				(8	)			(2.4	)%
	Total delivery only			1,222				2,267				(1,045	)			(46.1	)%
Total retail deliveries				18,284				18,426				(142	)			(0.8	)%

(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.

			Six Months
			Ended
			June 30,
Electric Revenue			2005				2004				Variance				% Change
Full service(a)
Residential			$	744			$	611			$	133				21.8	%
Small commercial & industrial				386				374				12				3.2	%
Large commercial & industrial				546				551				(5	)			(0.9	)%
Public authorities & electric railroads				40				40				—				0.0	%
	Total full service			1,716				1,576				140				8.9	%
Delivery only(b)
Residential				13				80				(67	)			(83.8	)%
Small commercial & industrial				35				43				(8	)			(18.6	)%
Large commercial & industrial				9				9				—				0.0	%
	Total delivery only			57				132				(75	)			(56.8	)%
Total electric retail revenues				1,773				1,708				65				3.8	%
Wholesale and miscellaneous revenue(c)				105				99				6				6.1	%
Total electric and other revenue			$	1,878			$	1,807			$	71				3.9	%

(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

		Six Months
		Ended
		June 30,
Deliveries to customers (in million cubic feet (mmcf))		2005				2004				Variance				% Change
Retail sales			37,532				37,965				(433	)			(1.1	)%
Transportation			13,564				13,542				22				0.2	%
Total			51,096				51,507				(411	)			(0.8	)%

		Six Months
		Ended
		June 30,
Revenue		2005				2004				Variance				% Change
Retail sales		$	445			$	431			$	14				3.2	%
Transportation			9				9				—				0.0	%
Resales and other			7				24				(17	)			(70.8	)%
Total gas revenue		$	461			$	464			$	(3	)			(0.6	)%

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	Results of Operations — Generation

				Six Months
				Ended
				June 30,
												Favorable
				2005				2004				(Unfavorable)
Operating revenues				$	4,125			$	3,826			$	299
Operating expenses
	Purchased power				967				1,105				138
	Fuel				786				958				172
	Operating and maintenance				1,211				1,192				(19	)
	Depreciation and amortization				125				120				(5	)
	Taxes other than income				74				93				19
		Total operating expenses			3,163				3,468				305
Operating income					962				358				604
Other income and deductions
	Interest expense				(58	)			(53	)			(5	)
	Equity in earnings (losses) of unconsolidated affiliates				4				(2	)			6
	Other, net				69				115				(46	)
		Total other income and deductions			15				60				(45	)
Income from continuing operations before income taxes					977				418				559
Income taxes					376				160				(216	)
Income from continuing operations					601				258				343
Discontinued operations
	Loss from discontinued operations				(1	)			(24	)			23
	Gain on disposal of discontinued operations				19				—				19
	Income taxes				3				(14	)			(17	)
		Income (loss) from discontinued operations			15				(10	)			25
Income before cumulative effect of a change in accounting principle					616				248				368
Cumulative effect of a change in accounting principle (net of income taxes of $22 million )					—				32				(32	)
Net income				$	616			$	280			$	336

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		Six Months
		Ended
		June 30,
Revenue		2005				2004				Variance				% Change
Electric sales to affiliates		$	2,251			$	1,706			$	545				31.9	%
Wholesale and retail electric sales			1,443				1,742				(299	)			(17.2	)%
Total energy sales revenue			3,694				3,448				246				7.1	%
Retail gas sales			284				252				32				12.7	%
Trading portfolio			9				(2	)			11				n.m.
Other revenue(a)			138				128				10				7.8	%
Total revenue		$	4,125			$	3,826			$	299				7.8	%

(a)		Includes sales related to tolling agreements, fossil fuel sales, and decommissioning revenues from Energy Delivery.

		Six Months
		Ended
		June 30,
Sales (in GWhs)		2005				2004				Variance				% Change
Electric sales to affiliates			57,035				53,597				3,438				6.4	%
Wholesale and retail electric sales			35,420				48,959				(13,539	)			(27.7	)%
Total sales			92,455				102,556				(10,101	)			(9.8	)%

		Increase
		(Decrease)
Sale of Boston Generating(a)		$	(239	)
Volume			(226	)
Price			158
Other			8
Decrease in wholesale and retail electric sales		$	(299	)

(a)		Sales of Boston Generating of $9 million were included in other revenues for 2004.

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		Six Months
		Ended
		June 30,
Supply Source (in GWhs)		2005				2004				Variance				% Change
Nuclear generation			67,465				67,665				(200	)			(0.3	)%
Purchases — non-trading portfolio			18,607				23,595				(4,988	)			(21.1	)%
Fossil and hydroelectric generation(a)			6,383				11,296				(4,913	)			(43.5	)%
Total supply			92,455				102,556				(10,101	)			(9.8	)%

(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		$	(226	)
Mark-to-market adjustments on economic hedges			(58	)
Volume			(83	)
Price			91
Other			(34	)
Decrease in purchased power and fuel expense		$	(310	)

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			Six Months
			Ended
			June 30,
($/MWh)			2005				2004				% Change
Average electric revenue
	Electric sales to affiliates(a)		$	39.47			$	31.83				24.0	%
	Wholesale and retail electric sales			40.74				35.58				14.5	%
	Total — excluding the trading portfolio			39.95				33.62				18.8	%
Average electric supply cost(b) — excluding the trading portfolio			$	16.04			$	17.75				(9.6	)%
Average margin — excluding the trading portfolio			$	23.91			$	15.87				50.7	%

(a)		The increase in $/MWh is due to the higher prices in 2005 associated with Generation’s PPA with ComEd.
(b)		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		$	(57	)
Tamuin International			26
Accrual for estimated future asbestos-related bodily injury claims			43
Refueling outage cost			22
Payroll, benefits and pension			(18	)
Other			3
Increase in operating and maintenance expense		$	19

		Six Months
		Ended
		June 30,
		2005				2004
Nuclear fleet capacity factor(a)			92.7	%			93.3	%
Nuclear fleet production cost per MWh(a)		$	13.24			$	12.54
Average purchased power cost for wholesale operations per MWh		$	51.97			$	46.83

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

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	Cash Flows from Operating Activities

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		Six Months
		Ended,
		June 30,
		2005				2004				Variance
Net income		$	1,035			$	933			$	102
Non-cash operating activities(a)			1,547				980				567
Income taxes			24				168				(144	)
Changes in working capital and other noncurrent assets and liabilities(b)			(393	)			1				(394	)
Pension contributions and postretirement healthcare benefit payments, net			(1,927	)			(175	)			(1,752	)
Net cash flows provided by operations		$	286			$	1,907			$	(1,621	)

(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.

		Six Months
		Ended
		June 30,
		2005				2004
Exelon		$	286			$	1,907
ComEd			(128	)			602
PECO			301				509
Generation			380				616

	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.

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	ComEd, PECO and Generation

	•	There were no significant non-recurring operating cash flows during the six months ended June 30, 2005 and 2004.

	Cash Flows from Investing Activities

		Six Months
		Ended
		June 30,
		2005				2004
Exelon		$	(1,143	)		$	(697	)
ComEd			(104	)			(133	)
PECO			(58	)			(139	)
Generation			(592	)			(438	)

		Six Months
		Ended
		June 30,								Projected
		2005				2004				2005
ComEd		$	391			$	369			$	742
PECO			126				105				281
Energy Delivery			517				474				1,023
Generation			484				366				1,073
Other(a)			6				4				56
Total Exelon capital expenditures		$	1,007			$	844			$	2,152

(a)		Other primarily consists of corporate operations.

	Exelon

	•	Exelon contributed $56 million and $16 million to its investments in synthetic fuel-producing facilities during the six months ended June 30, 2005 and 2004, respectively.

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	ComEd

	•	As a result of its prior contributions to the Exelon intercompany money pool, $287 million and $207 million were returned to ComEd during the six months ended June 30, 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 six months ended June 30, 2005, and $35 million was contributed by PECO during the six months ended June 30, 2004.
	•	During the six months ended June 30, 2005, there was a net decrease in restricted cash that provided $28 million of cash.

	Generation

	•	During the six months ended June 30, 2005, Generation received approximately $33 million from Generation’s nuclear decommissioning trust funds for reimbursement of expenditures previously incurred for nuclear plant decommissioning activities related to the retired units.
	•	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 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 six months ended June 30, 2004, Generation provided $29 million of restricted cash related to Sithe’s operating activities and used $11 million of restricted cash to support the operations of Boston Generating.

	Other

	•	Cash proceeds of $210 million were received during the six months ended June 30, 2004 from the sales of Exelon Thermal Holdings, Inc., certain businesses of Exelon Services, Inc. and Enterprises’ investments in PECO Telcove and other equity method investments.
	•	Early settlement of an acquisition note receivable from the 2003 disposition of InfraSource, Inc. resulted in cash proceeds of $30 million during the six months ended June 30, 2004.

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	Cash Flows from Financing Activities

		Six Months
		Ended
		June 30,
		2005				2004
Exelon		$	903			$	(937	)
ComEd			339				(476	)
PECO			(268	)			(317	)
Generation			241				(141	)

		Six Months
		Ended
		June 30,
		2005				2004
Exelon		$	535			$	364
ComEd			245				207
PECO			233				182
Generation			319				109

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	Credit Matters

										Outstanding
		Bank				Available				Commercial
Borrower		Sublimit(a)				Capacity(b)				Paper
Exelon Corporate		$	700			$	700			$	329
ComEd			50				23				—
PECO			300				300				—
Generation			450				388				—

(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			35	%			26	%			19	%			31	%
Long-term debt to affiliates(b)			21				12				55				—
Common equity			41				62				24				—
Member’s equity			—				—				—				69
Preferred securities			—				—				2				—
Notes payable			3				—				—				—
Minority interest			—				—				—				—

(a)		As of June 30, 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 $3 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 Annual Report on Form 10-K and Form 8-K filed on May 13, 2005 to recast information contained in Exelon’s and Generation’s 2004 Annual Report on Form 10-K for further information regarding FIN 46-R.

										June 30,
										2005
		Maximum				Maximum				Contributed
		Contributed				Borrowed				(Borrowed)
ComEd		$	517			$	—			$	21
PECO			210				—				—
Generation			—				540				—
BSC			—				156				(21	)
UII, LLC			2				—				—

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		For the
		Six Months
		Ended
		June 30, 2005
		Interest				Interest
		Received				Paid
ComEd		$	2			$	—
PECO			1				—
Generation			—				2
BSC			—				1
UII, LLC			—				—

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	Contractual Obligations, Commercial Commitments and Off-Balance Sheet Obligations

	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 $108 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 $174 million, primarily as a result of the wind-down of Enterprises’ operations.

	ComEd and PECO

	•	IRS Refund Claims. ComEd and PECO have several pending tax refund claims seeking acceleration of certain tax deductions and additional tax credits. ComEd and PECO are unable to estimate the ultimate outcome of these refund claims and will account for any amounts received in the period the matters are settled with the IRS.
		ComEd and PECO had entered into several agreements with a tax consultant related to the filing of these 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 received in the second quarter of 2005 has been 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,

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		“Uncertainties Related to Income Taxes in a Purchase Business Combination.” As a result, ComEd recorded consulting expenses of $5 million (pre-tax) in 2004.
		Based on recent negotiations with the IRS, PECO believes it will receive a refund related to one of its claims. As of June 30, 2005, PECO had not reflected the tax benefit associated with the refund claim pending final approval of the IRS. During 2005, PECO recorded total consulting expenses of $6 million (pre-tax). The charge represents an estimate of the fee owed to the tax consultant which may be adjusted upward or downward depending on the final resolution of the matter with the IRS.

	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 $109 million and guarantees decreased $40 million, both primarily as a result of the sale of Sithe. See Note 4 of the Combined Notes to Consolidated Financial Statements for further discussion.
	•	During the second quarter of 2005, in the normal course of business, Generation entered into long-term contracts for uranium enrichment services, increasing commitments in years beyond 2009 by approximately $400 million.

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	General

	Executive Overview

	Results of Operations

	Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004

				Three Months
				Ended
				June 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	1,488			$	1,403			$	85
Operating expenses
	Purchased power				858				574				(284	)
	Operating and maintenance				202				223				21
	Depreciation and amortization				101				103				2
	Taxes other than income				73				72				(1	)
		Total operating expense			1,234				972				(262	)
Operating income					254				431				(177	)
Other income and deductions
	Interest expense				(77	)			(96	)			19
	Equity in losses of unconsolidated affiliates				(4	)			(6	)			2
	Other, net				7				7				—
		Total other income and deductions			(74	)			(95	)			21
Income before income taxes					180				336				(156	)
Income taxes					71				132				61
Net income				$	109			$	204			$	(95	)

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	Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

				Six Months
				Ended
				June 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	2,875			$	2,739			$	136
Operating expenses
	Purchased power				1,679				1,108				(571	)
	Operating and maintenance				404				438				34
	Depreciation and amortization				198				205				7
	Taxes other than income				151				151				—
		Total operating expense			2,432				1,902				(530	)
Operating income					443				837				(394	)
Other income and deductions
	Interest expense				(151	)			(202	)			51
	Equity in losses of unconsolidated affiliates				(8	)			(9	)			1
	Other, net				13				17				(4	)
		Total other income and deductions			(146	)			(194	)			48
Income before income taxes					297				643				(346	)
Income taxes					118				255				137
Net income				$	179			$	388			$	(209	)

	Cash Flows from Operating Activities

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	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 June 30, 2005 Compared to Three Months Ended June 30, 2004

				Three Months
				Ended
				June 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	1,044			$	1,032			$	12
Operating expenses
	Purchased power				437				402				(35	)
	Fuel				66				83				17
	Operating and maintenance				119				132				13
	Depreciation and amortization				137				125				(12	)
	Taxes other than income				60				60				—
		Total operating expenses			819				802				(17	)
Operating income					225				230				(5	)
Other income and deductions
	Interest expense				(70	)			(76	)			6
	Equity in losses of unconsolidated affiliates				(4	)			(7	)			3
	Other, net				6				3				3
		Total other income and deductions			(68	)			(80	)			12
Income before income taxes					157				150				7
Income taxes					47				50				3
Net income					110				100				10
Preferred stock dividends					1				1				—
Net income on common stock				$	109			$	99			$	10

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	Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

				Six Months
				Ended
				June 30,								Favorable
												(Unfavorable)
				2005				2004				Variance
Operating revenues				$	2,339			$	2,271			$	68
Operating expenses
	Purchased power				869				799				(70	)
	Fuel				331				332				1
	Operating and maintenance				253				266				13
	Depreciation and amortization				273				250				(23	)
	Taxes other than income				115				118				3
		Total operating expenses			1,841				1,765				(76	)
Operating income					498				506				(8	)
Other income and deductions
	Interest expense				(142	)			(153	)			11
	Equity in losses of unconsolidated affiliates				(8	)			(13	)			5
	Other, net				9				5				4
		Total other income and deductions			(141	)			(161	)			20
Income before income taxes					357				345				12
Income taxes					118				112				(6	)
Net income					239				233				6
Preferred stock dividends					2				2				—
Net income on common stock				$	237			$	231			$	6

	Cash Flows from Operating Activities

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	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 June 30, 2005 Compared to Three Months Ended June 30, 2004

	Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

	Cash Flows from Operating Activities

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	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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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

	Generation

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		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			34
Reclassification to realized at settlement of contracts recorded in earnings			16
Reclassification to realized at settlement from OCI			189
Effective portion of changes in fair value — recorded in OCI			(336	)
Purchase/sale/disposal of existing contracts or portfolios subject to mark-to-market			(97	)
Total mark-to-market energy contract net liabilities at June 30, 2005		$	(339	)

		June 30,				December 31,
		2005				2004
Current assets		$	508			$	403
Noncurrent assets			330				373
Total mark-to-market energy contract assets			838				776
Current liabilities			(756	)			(598	)
Noncurrent liabilities			(421	)			(323	)
Total mark-to-market energy contract liabilities			(1,177	)			(921	)
Total mark-to-market energy contract net liabilities		$	(339	)		$	(145	)

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			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		$	1			$	1			$	—			$	—			$	—			$	—			$	2
	Prices provided by other external sources			(181	)			(151	)			(37	)			(1	)			—				—				(370	)
	Total		$	(180	)		$	(150	)		$	(37	)		$	(1	)		$	—			$	—			$	(368	)
Normal Operations, other derivative contracts(b):
	Actively quoted prices		$	31			$	23			$	(6	)		$	—			$	—			$	—			$	48
	Prices provided by other external sources			(10	)			(2	)			6				—				—				—				(6	)
	Prices based on model or other valuation methods			(4	)			(6	)			(3	)			—				—				—				(13	)
	Total		$	17			$	15			$	(3	)		$	—			$	—			$	—			$	29

(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.

		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			(204	)			2				(202	)
Reclassifications from OCI to net income			117				—				117
Accumulated OCI derivative loss at June 30, 2005		$	(224	)		$	(7	)		$	(231	)

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	Generation

			Total												Number Of				Net Exposure Of
			Exposure												Counterparties				Counterparties
			Before Credit				Credit				Net				Greater than 10%				Greater than 10%
Rating as of June 30, 2005(a)			Collateral				Collateral				Exposure				of Net Exposure				of Net Exposure
Investment grade			$	162			$	35			$	127				2			$	42
Non-investment grade				17				12				5				—				—
No external ratings
	Internally rated — investment grade			16				4				12				—				—
	Internally rated — non- investment grade			1				—				1				—				—
Total			$	196			$	51			$	145				2			$	42

(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 June 30, 2005(a)			2 Years				2-5 Years				5 Years				Collateral
Investment grade			$	157			$	4			$	1			$	162
Non-investment grade				17				—				—				17
No external ratings
	Internally rated — investment grade			16				—				—				16
	Internally rated — non-investment grade			1				—				—				1
Total			$	191			$	4			$	1			$	196

(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

	ComEd

135

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	PECO and Generation

	Fair-Value Hedges

	ComEd

	PECO and Generation

136

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Item 4.	Controls and Procedures

Item 1.	Legal Proceedings

	Exelon

	PECO and Generation

	Generation

137

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

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

April 1 – April 30, 2005

8,462

45.88

—

(b

)

May 1 – May 31, 2005

567

46.56

—

(b

)

June 1 – June 30, 2005

2,441

48.36

—

(b

)

Total

11,470

46.44

—

(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.
(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. No purchases were made pursuant to this program during the quarter covered by this Report.

Item 5.	Other Information

	•	modifies the severance provisions of the existing agreement to:

	•	extend from March 16, 2006 (the “normal retirement date” specified in the existing agreement) to March 16, 2010, the expiration of Mr. Rowe’s ability to terminate his employment and receive “special termination” benefits if Exelon fails to appoint him as Chairman of the Board (other than during E. James Ferland’s term as Chairman), President and CEO;
	•	limit any severance payment period with respect to a termination of Mr. Rowe’s employment occurring prior to March 16, 2010 to the shorter of the applicable period specified in the existing agreement or the period remaining until March 16, 2010;
	•	require Mr. Rowe to sign a waiver and release of claims in favor of Exelon as a condition to receiving severance benefits upon a termination of his employment; and
	•	grant Exelon the ability to terminate Mr. Rowe’s employment on or after March 16, 2010 without triggering severance benefits.

	•	modifies a limitation applicable to the supplemental executive retirement plan, or “SERP,” benefit available to Mr. Rowe under the existing agreement upon a termination of his employment. That limitation provides that the SERP benefit is forfeited in the event of a termination of employment for

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		cause. As amended, the forfeiture will be limited, in the event of a termination for cause after the March 16, 2006 “normal retirement date” specified in the existing agreement, to the portion of the benefit that accrues after March 16, 2006.
	•	provides that any future award of restricted stock would, to the extent an applicable restriction has not lapsed, be forfeited upon his retirement prior March 16, 2006 or termination of employment for cause, and become vested upon his retirement on or after March 16, 2006 (unless otherwise provided in the grant instrument) or other termination of employment other than for cause.
	•	clarifies that upon a retirement or other termination of Mr. Rowe’s employment other than a termination for cause, any previously earned but non-vested performance shares will become vested (consistent with the current terms of Exelon’s performance share program under its long-term incentive plan) and he will receive a target award for the year in which the termination occurs.
	•	requires Mr. Rowe, upon his retirement or other termination of employment other than a termination for cause, to provide up to ten hours per week of transition services for six months and thereafter, until the third anniversary of his termination, at Exelon’s request, to provide consulting services, attend a reasonable number of civic, charitable and corporate events, and serve on civic and charitable boards as Exelon’s representative as mutually agreed.
	•	requires Exelon to provide office space, a personal secretary and reasonably-requested tax, financial and estate planning services to Mr. Rowe for three years following his retirement or termination of employment other than a termination for cause (or one year following his death).
	•	provides that if any payment to Mr. Rowe would be subject to a penalty under new section 409A of the Internal Revenue Code, then Exelon may postpone such payment for up to six months or Mr. Rowe may defer such payment if doing so would avoid the penalty, and otherwise Exelon and Mr. Rowe will negotiate in good faith to modify the amended agreement to comply with section 409A and provide approximately equivalent value.

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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
April 1, 1993		33-64028, Form S-3			4-12

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Dated as of		File Reference		Exhibit No.
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		1-16169, Form 10-Q for the quarter ended March 31, 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).
4-10		Indenture dated May 1, 2001 between Exelon and J.P. Morgan Trust Company, National Association (formerly known as Chase Manhattan Trust Company, National Association), as trustee.
4-11		Form of $400,000,000 4.45% senior notes due 2010 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Exelon Corporation Form 8-K dated June 9, 2005, Exhibit 99.1).
4-12		Form of $800,000,000 4.90% senior notes due 2015 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Exelon Corporation Form 8-K dated June 9, 2005, Exhibit 99.2).

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4-13		Form of $500,000,000 5.625% senior notes due 2035 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Exelon Corporation Form 8-K dated June 9, 2005, Exhibit 99.3).
10-1		$500 million term loan agreement dated April 1, 2005 among Exelon Corporation, lenders named within the agreement and Dresdner Bank AG, New York and Grand Cayman Branches, as Administrative Agent (File No. 1-16169, Exelon Corporation Form 8-K dated April 1, 2005, Exhibit 99).
10-2		Amended and Restated Employment Agreement by and between Exelon Corporation and John W. Rowe, dated as of July 22, 2005.

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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