UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For the Quarter Ended March 31, 2001
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

<TABLE>
<CAPTION>
Commission File            Name of Registrant; State of Incorporation; Address of       IRS Employer
Number                     Principal Executive Offices; and Telephone Number            Identification Number
---------------------      ---------------------------------------------------------    -------------------------
<S>                        <C>                                                          <C>
1-16169                    EXELON CORPORATION                                           23-2990190
                           (a Pennsylvania corporation)
                           10 South Dearborn Street - 37th Floor
                           P.O. Box 805379
                           Chicago, Illinois 60680-5379
                           (312) 394-4321

1-1839                     COMMONWEALTH EDISON COMPANY                                  36-0938600
                           (an Illinois corporation)
                           10 South Dearborn Street - 37th Floor
                           P.O. Box 805379
                           Chicago, Illinois 60680-5379
                           (312) 394-4321

1-1401                     PECO ENERGY COMPANY                                          23-0970240
                           (a Pennsylvania corporation)
                           P.O. Box 8699
                           2301 Market Street
                           Philadelphia, Pennsylvania 19101-8699
                           (215) 841-4000
</TABLE>

         Indicate  by check  mark  whether  the  registrants  (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes [X] No [__].
         The number of shares  outstanding of each registrant's  common stock as
of May 4, 2001 was as follows:

         Exelon Corporation Common Stock, without par value         320,599,887
         Commonwealth Edison Company Common Stock,
            $12.50 par value                                        128,033,227
         PECO Energy Company Common Stock, without par value        170,478,507




<PAGE>

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                                    Page No.
<S>                                                                                                                 <C>
  Filing Format                                                                                                        3
  Forward-Looking Statements                                                                                           3
  PART I.   FINANCIAL INFORMATION                                                                                      4
  ITEM 1.   FINANCIAL STATEMENTS                                                                                       4
                  Exelon Corporation
                           Condensed Consolidated Statements of Income and Comprehensive Income                        5
                           Condensed Consolidated Balance Sheets                                                       6
                           Condensed Consolidated Statements of Cash Flows                                             8
                  Commonwealth Edison Company
                           Condensed Consolidated Statements of Income and Comprehensive Income                        9
                           Condensed Consolidated Balance Sheets                                                      10
                           Condensed Consolidated Statements of Cash Flows                                            12
                  PECO Energy Company
                           Condensed Consolidated Statements of Income and Comprehensive Income                       13
                           Condensed Consolidated Balance Sheets                                                      14
                           Condensed Consolidated Statements of Cash Flows                                            16
                  Notes to Condensed Consolidated Financial Statements                                                17

  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS                                                                  30
                  Exelon Corporation                                                                                  30
                  Commonwealth Edison Company                                                                         37
                  PECO Energy Company                                                                                 41
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                 45
  PART II.  OTHER INFORMATION                                                                                         48
  ITEM 1.   LEGAL PROCEEDINGS                                                                                         48
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                       48
  ITEM 5.   OTHER INFORMATION                                                                                         49
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                                                          49

SIGNATURES

</TABLE>















                                       2
<PAGE>


Filing Format
         This  combined   Form  10-Q  is   separately   being  filed  by  Exelon
Corporation,  Commonwealth  Edison Company and PECO Energy Company.  Information
contained  herein  relating to any individual  registrant has been filed by such
registrant on its own behalf.  Each  registrant  makes no  representation  as to
information relating to the other registrants.

Forward-Looking Statements
         Except for the historical  information contained herein, certain of the
matters discussed in this Report are forward-looking statements that are subject
to risks and  uncertainties.  The  factors  that could cause  actual  results to
differ materially include those discussed herein as well as those listed in Note
7 of Notes to Consolidated  Financial  Statements and other factors discussed in
filings with the  Securities  and  Exchange  Commission  by Exelon  Corporation,
Commonwealth  Edison Company and PECO Energy Company.  Readers are cautioned not
to place undue reliance on these forward-looking statements, which apply only as
of the date of this Report. Exelon Corporation,  Commonwealth Edison Company and
PECO Energy Company  undertake no obligation to publicly release any revision to
these  forward-looking  statements to reflect events or circumstances  after the
date of this Report.














                                       3
<PAGE>






                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS






















                                       4
<PAGE>


EXELON CORPORATION
<TABLE>
<CAPTION>
                                  EXELON CORPORATION AND SUBSIDIARY COMPANIES
                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                                  (Unaudited)
                                     (In Millions, except per share data)

                                                                                   Three Months Ended March 31,
                                                                                    -------------------------
                                                                                     2001               2000
                                                                                    -------           -------
<S>                                                                                 <C>               <C>
OPERATING REVENUES                                                                  $ 3,823           $ 1,353

OPERATING EXPENSES
     Fuel and Purchased Power                                                         1,330               463
     Operating and Maintenance                                                        1,058               391
     Depreciation and Amortization                                                      378                80
     Taxes Other Than Income                                                            168                67
                                                                                    -------           -------

         Total Operating Expenses                                                     2,934             1,001
                                                                                    -------           -------

OPERATING INCOME                                                                        889               352
                                                                                    -------           -------

OTHER INCOME AND DEDUCTIONS
         Interest Expense                                                              (294)             (104)
     Distributions on Preferred Securities of Subsidiaries                               (9)               (5)
     Equity in Earnings (Losses) of Unconsolidated Affiliates, net                       18                 4
     Other, net                                                                          55                21
                                                                                    -------           -------

         Total Other Income and Deductions                                             (230)              (84)
                                                                                    -------           -------

INCOME BEFORE INCOME TAXES AND CUMULATIVE
 EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE                                             659               268
INCOME TAXES                                                                            272               101
                                                                                    -------           -------
INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE
 IN ACCOUNTING PRINCIPLE                                                                387               167
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
 PRINCIPLE  (net of income taxes of $8 million and $16 million in
   2001 and 2000, respectively)                                                          12                24
                                                                                    -------           -------

NET INCOME                                                                              399               191
                                                                                    -------           -------


OTHER COMPREHENSIVE INCOME (LOSS)
     SFAS 133 Transition Adjustment                                                      73              --
     Cash Flow Hedge Fair Value Adjustment                                              (36)             --
     Unrealized Gain (Loss) on Marketable Securities (net of income taxes)             (122)               (1)
                                                                                    -------           -------
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)                                                 (85)               (1)
                                                                                    -------           -------

TOTAL COMPREHENSIVE INCOME                                                          $   314           $   190
                                                                                    =======           =======

AVERAGE SHARES OF COMMON STOCK OUTSTANDING - Basic                                      320               181
                                                                                    =======           =======
AVERAGE SHARES OF COMMON STOCK OUTSTANDING - Diluted                                    324               183
                                                                                    =======           =======

EARNINGS PER AVERAGE COMMON SHARE:
    BASIC:
       Income Before Cumulative Effect of a Change in Accounting Principle          $  1.21           $  0.92
       Cumulative Effect of a Change in Accounting Principle                           0.04              0.13
                                                                                    -------           -------
       Net Income                                                                   $  1.25           $  1.05
                                                                                    =======           =======

DILUTED:
       Income Before Cumulative Effect of a Change in Accounting Principle          $  1.19           $  0.91
       Cumulative Effect of a Change in Accounting Principle                           0.04              0.13
                                                                                    -------           -------

Net Income                                                                          $  1.23           $  1.04
                                                                                    =======           =======

DIVIDENDS PER AVERAGE COMMON SHARE                                                  $  0.55           $  0.25
                                                                                    =======           =======
</TABLE>

            See Notes to Condensed Consolidated Financial Statements



                                                      5
<PAGE>



                    EXELON CORPORATION AND SUBSIDIARY COMPANIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (Unaudited)
                                   (In Millions)


<TABLE>
<CAPTION>
                                                         March 31,       December 31,
                                                           2001             2000
                                                         -------          -------
<S>                                                      <C>              <C>
ASSETS

CURRENT ASSETS
     Cash and Cash Equivalents                           $   825          $   526
     Restricted Cash                                         210              314
     Accounts Receivable, net                              2,480            2,552
     Inventories, at average cost                            394              454
     Other                                                   454              338
                                                         -------          -------

         Total Current Assets                              4,363            4,184
                                                         -------          -------


PROPERTY, PLANT AND EQUIPMENT, NET                        12,980           12,936

DEFERRED DEBITS AND OTHER ASSETS
     Regulatory Assets                                     6,689            7,135
     Nuclear Decommissioning Trust Funds                   2,941            3,109
     Investments                                           1,613            1,583
     Goodwill, net                                         5,521            5,186
     Other                                                   483              464
                                                         -------          -------

         Total Deferred Debits and Other Assets           17,247           17,477
                                                         -------          -------

TOTAL ASSETS                                             $34,590          $34,597
                                                         =======          =======

</TABLE>









             See Notes to Condensed Consolidated Financial Statements

                                        6
<PAGE>

                          EXELON CORPORATION AND SUBSIDIARY COMPANIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                          (Unaudited)
                                         (In Millions)

<TABLE>
<CAPTION>
                                                                   March 31,        December 31,
                                                                     2001               2000
                                                                   --------           --------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                                <C>                <C>
     Notes Payable                                                 $  1,630           $  1,373
     Long-Term Debt Due within One Year                                 774                908
     Accounts Payable                                                 1,158              1,193
     Accrued Expenses                                                   650                720
     Other                                                              392                457
                                                                   --------           --------

         Total Current Liabilities                                    4,604              4,651
                                                                   --------           --------

LONG-TERM DEBT                                                       12,890             12,958

DEFERRED CREDITS AND OTHER LIABILITIES
     Deferred Income Taxes                                            4,363              4,409
     Unamortized Investment Tax Credits                                 329                330
     Nuclear Decommissioning Liability for Retired Plants             1,314              1,301
     Pension Obligation                                                 555                567
     Non-Pension Postretirement Benefits Obligation                     845                819
     Spent Nuclear Fuel Obligation                                      821                810
     Other                                                              882                907
                                                                   --------           --------

         Total Deferred Credits and Other Liabilities                 9,109              9,143
                                                                   --------           --------

PREFERRED SECURITIES OF SUBSIDIARIES                                    630                630

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
     Common Stock                                                     6,919              6,883
     Retained Earnings                                                  570                332
     Accumulated Other Comprehensive Income (Loss)                     (132)                --
                                                                   --------           --------

         Total Shareholders' Equity                                   7,357              7,215
                                                                   --------           --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $ 34,590           $ 34,597
                                                                   ========           ========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements



                                               7
<PAGE>

<TABLE>
<CAPTION>
                                     EXELON CORPORATION AND SUBSIDIARY COMPANIES
                                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
                                                    (In Millions)
                                                                                         Three Months Ended March 31,
                                                                                         ---------------------------
                                                                                           2001               2000
                                                                                          -------           -------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                       <C>               <C>
     Net Income                                                                           $   399           $   191
     Adjustments to Reconcile Net Income to Net Cash
         Provided by Operating Activities:
     Depreciation and Amortization                                                            490               107
     Cumulative Effect of a Change in Accounting Principle (net of income taxes)              (12)              (24)
     Provision for Uncollectible Accounts                                                      30                16
     Deferred Income Taxes                                                                     65                 5
     Deferred Energy Costs                                                                    (29)               12
     Equity in (Earnings) Losses of Unconsolidated Affiliates, net                            (18)               (4)
     Other Operating Activities                                                                17                 6
     Changes in Working Capital:
         Accounts Receivable                                                                   57                82
         Inventories                                                                           60                30
         Accounts Payable, Accrued Expenses and Other Current Liabilities                    (174)             (122)
         Other Current Assets                                                                 (64)             (129)
                                                                                          -------           -------

Net Cash flows provided by operating activities                                               821               170
                                                                                          -------           -------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in Plant                                                                     (492)             (121)
     Acquisitions - Enterprises, net of cash acquired                                         (38)             --
     Increase in Other Investments                                                            (11)              (43)
                                                                                          -------           -------

Net Cash flows used in investing activities                                                  (541)             (164)
                                                                                          -------           -------

CASH FLOWS FROM FINANCING ACTIVITIES
     Change in Short-Term Debt                                                                257               (28)
     Issuance of Long-Term Debt                                                               827                14
     Retirement of Long-Term Debt                                                          (1,029)              (65)
     Change in Restricted Cash                                                                104                97
     Proceeds from Stock Option Exercises                                                      36                --
     Dividends on Common Stock                                                               (176)              (45)
                                                                                          -------           -------

Net Cash flows provided by (used in)  financing activities                                     19               (27)
                                                                                          -------           -------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                              299               (21)
                                                                                          -------           -------

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              526                55
                                                                                          -------           -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $   825           $    34
                                                                                          =======           =======

                               See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                                          8
<PAGE>

COMMONWEALTH EDISON COMPANY

                   COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                        (Unaudited)
                                       (In Millions)

<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                   2001               2000
                                                                 -------            -------
<S>                                                              <C>               <C>
OPERATING REVENUES                                               $ 1,446     |      $ 1,563
                                                                             |
OPERATING EXPENSES                                                           |
    Fuel and Purchased Power                                         609     |          326
    Operating and Maintenance                                        218     |          460
    Depreciation and Amortization                                    167     |          372
    Taxes Other Than Income                                           72     |          137
                                                                 -------     |      -------
                                                                             |
         Total Operating Expenses                                  1,066     |        1,295
                                                                 -------     |      -------
                                                                             |
                                                                             |
OPERATING INCOME                                                     380     |          268
                                                                 -------     |      -------
                                                                             |
OTHER INCOME AND DEDUCTIONS                                                  |
    Interest Expense                                                (141)    |         (147)
   Provision for Dividends on Company-Obligated                              |
      Mandatorily Redeemable Preferred Securities of                         |
      Subsidiary Trusts Holding Solely the Company's                         |
      Subordinated Debt Securities                                    (7)    |           (7)
   Other, net                                                         37     |          140
                                                                 -------     |      -------
                                                                             |
          Total Other Income and Deductions                         (111)    |          (14)
                                                                 -------     |      -------
                                                                             |
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS                   269     |          254
INCOME TAXES                                                         123     |           45
                                                                 -------     |      -------
                                                                             |
INCOME BEFORE EXTRAORDINARY ITEMS                                    146     |
                                                                             |          209
EXTRAORDINARY ITEMS (net of income taxes of $1 million)               --     |           (3)
                                                                 -------     |      -------
                                                                             |
NET INCOME                                                           146     |          206
     Preferred and Preference Stock Dividends                         --     |           (1)
                                                                 -------     |      -------
                                                                             |
NET INCOME ON COMMON STOCK                                       $   146     |      $   205
                                                                 =======     |      =======
                                                                             |
COMPREHENSIVE INCOME                                                         |
    Net Income                                                   $   146     |      $   206
    Other Comprehensive Income (net of income taxes):                        |
     Unrealized Gain (Loss) on Marketable Securities                  (4)    |            1
                                                                 -------     |      -------
TOTAL COMPREHENSIVE INCOME                                       $   142            $   207
                                                                 =======            =======
</TABLE>

                 See Notes to Condensed Consolidated Financial Statements

                                            9
<PAGE>

               COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (Unaudited)
                                   (In Millions)



<TABLE>
<CAPTION>
                                                         March 31,       December 31,
                                                           2001             2000
                                                         -------          -------
ASSETS


CURRENT ASSETS
<S>                                                      <C>              <C>
     Cash and Cash Equivalents                           $   290          $   141
     Restricted Cash                                          62               60
     Accounts Receivable, net                                913            1,204
     Receivables from Affiliates                             379              468
     Inventories, at average cost                             64              186
     Deferred Income Taxes                                    53               89
     Other                                                   278              285
                                                         -------          -------

         Total Current Assets                              2,433            2,039
                                                         -------          -------


PROPERTY, PLANT AND EQUIPMENT, NET                         7,017            7,657

DEFERRED DEBITS AND OTHER ASSETS
     Regulatory Assets                                       722            1,110
     Nuclear Decommissioning Trust Funds                      --            2,669
     Investments                                              63              152
     Goodwill, net                                         5,082            4,766
     Receivables from Affiliates                           1,316            1,316
     Other                                                   131              178
                                                         -------          -------

         Total Deferred Debits and Other Assets            7,314           10,191
                                                         -------          -------

TOTAL ASSETS                                             $16,370          $20,281
                                                         =======          =======

</TABLE>




             See Notes to Condensed Consolidated Financial Statements

                                        10
<PAGE>

                      COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                          (Unaudited)
                                         (In Millions)
<TABLE>
<CAPTION>
                                                                   March 31,        December 31,
                                                                     2001               2000
                                                                   --------           --------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                                <C>                <C>
     Long-Term Debt Due within One Year                            $    346           $    348
     Accounts Payable                                                   181                597
     Accrued Expenses                                                   395                532
     Payable to Affiliates                                              456                 --
     Other                                                              160                329
                                                                   --------           --------

         Total Current Liabilities                                    1,538              1,806
                                                                   --------           --------

LONG-TERM DEBT                                                        6,803              6,882

DEFERRED CREDITS AND OTHER LIABILITIES
     Deferred Income Taxes                                            1,715              1,837
     Unamortized Investment Tax Credits                                  58                 59
     Nuclear Decommissioning Liability for Retired Plants                --              1,301
     Pension Obligation                                                 140                285
     Non-Pension Postretirement Benefits Obligation                     149                315
     Payable to Affiliates                                              374                 --
     Other                                                              306              1,285
                                                                   --------           --------

         Total Deferred Credits and Other Liabilities                 2,742              5,082
                                                                   --------           --------

COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED
 SECURITIES OF SUBSIDIARY TRUSTS HOLDING THE COMPANY'S
 SUBORDINATED DEBT SECURITIES                                           328                328

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
     Common Stock                                                     2,678              2,678
     Preference Stock of Subsidiary                                       7                  7
     Other Paid-in Capital                                            6,453              5,388
     Receivable from Parent                                          (1,062)                --
     Retained Earnings                                                  216                133
     Treasury Stock, at cost                                         (3,329)            (2,023)
     Accumulated Other Comprehensive Income (Loss)                       (4)              --
                                                                   --------           --------

         Total Shareholders' Equity                                   4,959              6,183
                                                                   --------           --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $ 16,370           $ 20,281
                                                                   ========           ========

</TABLE>



                    See Notes to Condensed Consolidated Financial Statements

                                              11
<PAGE>


<TABLE>
<CAPTION>
                                COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (Unaudited)
                                                   (In Millions)

                                                                                      Three Months Ended March 31,
                                                                                        2001              2000
                                                                                       -------           -------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                    <C>               <C>
 Net Income                                                                            $   146     |      $   206
Adjustments to Reconcile Net Income to Net                                                         |
  Cash Flows provided by Operating Activities:                                                     |
   Depreciation and Amortization                                                           167     |          405
   Extraordinary Items (net of income taxes)                                                --     |            3
   Gain on Forward Share Arrangements                                                       --     |         (113)
   Provision for Uncollectible Accounts                                                      7     |           50
   Deferred Income Taxes                                                                     3     |          (39)
   Early Retirement and Separation Program                                                  --     |           (9)
   Other Operating Activities                                                               19     |          104
Changes in Working Capital:                                                                        |
    Accounts Receivable                                                                     38     |          129
    Inventories                                                                              8     |          (12)
    Accounts Payable, Accrued Expenses, & Other                                                    |
      Current Liabilities                                                                   70     |       (1,123)
    Other Current Assets                                                                    --     |           51
                                                                                       -------     |      -------
                                                                                                   |
Net Cash Flows provided by (used in) Operating Activities                                  458     |         (348)
                                                                                       -------     |      -------
                                                                                                   |
CASH FLOWS FROM INVESTING ACTIVITIES                                                               |
  Investment in Plant                                                                     (230)    |         (290)
  Plant Removals, net                                                                       (4)    |           (2)
  Contributions to Nuclear Decommissioning Trust Funds                                      --     |          (39)
  Notes Receivable from Affiliate                                                           98     |           --
  Other Investments                                                                        (15)    |           49
  Other Investing Activities                                                                (4)    |            3
                                                                                       -------     |      -------
                                                                                                   |
Net Cash Flows used in Investing Activities                                               (155)    |         (279)
                                                                                       -------     |      -------
                                                                                                   |
CASH FLOWS FROM FINANCING ACTIVITIES                                                               |
  Common Stock Repurchases                                                                  --     |         (153)
  Retirement of Long-Term Debt                                                             (89)    |         (219)
  Change in Restricted Cash                                                                 (2)    |          220
  Change in Short-Term Debt                                                                 --     |          117
  Dividends on Common and Preferred Stock                                                  (63)    |          (97)
  Common Stock Forward Repurchases                                                          --     |          (67)
                                                                                       -------     |      -------
                                                                                                   |
Net Cash Flows used in Financing Activities                                               (154)    |         (199)
                                                                                       -------     |      -------
                                                                                                   |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                           149     |         (826)
                                                                                                   |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           141     |        1,255
                                                                                       -------     |      -------
                                                                                                   |
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                             $   290     |      $   429
                                                                                       =======     |      =======
                                                                                                   |
                                                                                                   |
SUPPLEMENTAL CASH FLOW INFORMATION Noncash Investing and Financing:                                |
     Net Assets Transferred as a Result of Restructuring, net of Note Payable          $ 1,306     |          --
     Receivable from Parent                                                            $ 1,062     |          --
     Regulatory Asset Fair Value Adjustment                                            $   347     |          --



                              See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                                        12
<PAGE>

PECO ENERGY COMPANY

<TABLE>
<CAPTION>
                                    PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                                    (Unaudited)
                                                   (In Millions)


                                                                                       Three Months Ended March 31,
                                                                                         2001               2000
                                                                                        -------           -------
<S>                                                                                     <C>               <C>
OPERATING REVENUES                                                                      $ 1,051           $ 1,353

OPERATING EXPENSES
     Fuel and Purchased Power                                                               488               463
     Operating and Maintenance                                                              132               391
     Depreciation and Amortization                                                          101                80
     Taxes Other Than Income                                                                 43                67
                                                                                        -------           -------

         Total Operating Expenses                                                           764             1,001
                                                                                        -------           -------

OPERATING INCOME                                                                            287               352
                                                                                        -------           -------

OTHER INCOME AND DEDUCTIONS
     Interest Expense                                                                      (105)             (104)
     Interest Expense - Affiliate                                                            (5)               --
     Company-Obligated Mandatorily Redeemable Preferred
        Securities of a Partnership, which holds Solely
        Subordinated Debentures of the Company                                               (2)               (2)
     Equity in Earnings (Losses) of Unconsolidated Affiliates, net                           --                 4
     Other, net                                                                              15                21
                                                                                        -------           -------

         Total Other Income and Deductions                                                  (97)              (81)
                                                                                        -------           -------

INCOME BEFORE INCOME TAXES AND CUMULATIVE
    EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE                                              190               271
INCOME TAXES                                                                                 68               101
                                                                                        -------           -------
INCOME BEFORE CUMULATIVE EFFECT OF A
    CHANGE IN ACCOUNTING PRINCIPLE                                                          122               170
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
    PRINCIPLE  (net of income taxes of $16 million)                                          --                24
                                                                                        -------           -------

NET INCOME                                                                                  122               194
     Preferred Stock Dividends                                                               (2)               (3)
                                                                                        -------           -------
NET INCOME ON COMMON STOCK                                                              $   120           $   191
                                                                                        =======           =======

COMPREHENSIVE INCOME
     Net Income                                                                         $   122           $   194
     Other Comprehensive Income:
       SFAS 133 Transition Adjustment                                                        69                --
       Cash Flow Hedge Fair Value Adjustment                                                (30)               --
       Unrealized Gain (Loss) on Marketable Securities (net of income tax)                   --                (1)
                                                                                        -------           -------
         Total Other Comprehensive Income (Loss)                                             39                (1)
                                                                                        -------           -------

TOTAL COMPREHENSIVE INCOME                                                              $   161           $   193
                                                                                        =======           =======


                              See Notes to Condensed Consolidated Financial Statements
</TABLE>



                                                        13
<PAGE>



                   PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                  (In Millions)


<TABLE>
<CAPTION>
                                                         March 31,      December 31,
                                                          2001              2000
                                                         -------          -------
ASSETS

CURRENT ASSETS
<S>                                                      <C>              <C>
     Cash and Cash Equivalents                           $    26          $    49
     Restricted Cash                                         148              254
     Accounts Receivable, net                                369            1,024
     Receivables from Affiliates                              99               --
     Inventories, at average cost                             25              257
     Other                                                   210              195
                                                         -------          -------

         Total Current Assets                                877            1,779
                                                         -------          -------


PROPERTY, PLANT AND EQUIPMENT, NET                         3,955            5,158

DEFERRED DEBITS AND OTHER ASSETS
     Regulatory Assets                                     5,967            6,026
     Nuclear Decommissioning Trust Funds                      --              440
     Investments                                              27              847
     Goodwill, net                                            --              326
     Other                                                    92              200
                                                         -------          -------

         Total Deferred Debits and Other Assets            6,086            7,839
                                                         -------          -------

TOTAL ASSETS                                             $10,918          $14,776
                                                         =======          =======

</TABLE>











             See Notes to Condensed Consolidated Financial Statements

                                       14
<PAGE>



                        PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                        (Unaudited)
                                       (In Millions)

<TABLE>
<CAPTION>
                                                               March 31,         December 31,
                                                                 2001                2000
                                                               --------           --------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
<S>                                                            <C>                <C>
     Notes Payable                                             $    334           $    163
     Payables to Affiliates                                          --              1,096
     Long-Term Debt Due within One Year                             415                553
     Accounts Payable                                                97                403
     Accrued Expenses                                               212                481
     Deferred Income Taxes                                           27                 27
     Other                                                           18                 95
                                                               --------           --------

         Total Current Liabilities                                1,103              2,818
                                                               --------           --------

LONG-TERM DEBT                                                    5,811              6,002

DEFERRED CREDITS AND OTHER LIABILITIES
     Deferred Income Taxes                                        3,044              2,532
     Unamortized Investment Tax Credits                              29                271
     Pension Obligation                                             129                281
     Non-Pension Postretirement Benefits Obligation                 237                505
     Other                                                          113                427
                                                               --------           --------

         Total Deferred Credits and Other Liabilities             3,552              4,016
                                                               --------           --------

COMPANY OBLIGATED MANDATORILY REDEEMABLE
     PREFERRED SECURITIES OF A PARTNERSHIP                          128                128
MANDATORILY REDEEMABLE PREFERRED STOCK                               37                 37

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
     Common Stock                                                 1,830              1,449
     Receivable from Parent                                      (1,983)                --
     Preferred Stock                                                137                137
     Deferred Compensation                                           (7)                (7)
     Retained Earnings                                              272                197
     Accumulated Other Comprehensive Income (Loss)                   38                 (1)
                                                               --------           --------

         Total Shareholders' Equity                                 287              1,775
                                                               --------           --------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 10,918           $ 14,776
                                                               ========           ========
</TABLE>

                  See Notes to Condensed Consolidated Financial Statements

                                            15
<PAGE>

                                 PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Unaudited)
                                                 (In Millions)
<TABLE>
<CAPTION>
                                                                                     Three Months Ended March 31,
                                                                                     ----------------------------
                                                                                           2001          2000
                                                                                          -----         -----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                       <C>           <C>
     Net Income                                                                           $ 122         $ 194
     Adjustments to Reconcile Net Income to Net Cash
     Provided by Operating Activities:
       Depreciation and Amortization                                                        101           107
       Cumulative Effect of a Change in Accounting Principle (net of income taxes)           --           (24)
       Provision for Uncollectible Accounts                                                  18            16
       Deferred Income Taxes                                                                 55             5
       Deferred Energy Costs                                                                (29)           12
       Equity in Earnings (Losses) of Unconsolidated Affiliates, net                         --            (4)
       Other Operating Activities                                                            19             6
     Changes in Working Capital:
       Accounts Receivable                                                                  (53)           82
       Receivable from Affiliates                                                           (99)           --
       Inventories                                                                           45            30
       Accounts Payable, Accrued Expenses and Other Current Liabilities                    (106)         (122)
       Other Current Assets                                                                (149)         (129)
                                                                                          -----         -----

Net Cash Flows provided by (used in) Operating Activities                                   (76)          173
                                                                                          -----         -----


CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in Plant                                                                    (57)         (121)
     Other Investing Activities                                                              11           (43)
                                                                                          -----         -----

Net Cash Flows used in Investing Activities                                                 (46)         (164)
                                                                                          -----         -----


CASH FLOWS FROM FINANCING ACTIVITIES
     Change in Short-Term Debt                                                              173           (28)
     Change in Payable to Affiliate                                                         (46)           --
     Issuance of Long-Term Debt                                                             805            14
     Retirement of Long-Term Debt                                                          (923)          (65)
     Change in Restricted Cash                                                              106            97
     Dividends on Preferred and Common Stock                                                (47)          (48)
     Settlement of Interest Rate Swap Agreements                                             31            --
                                                                                          -----         -----

Net Cash Flows provided by (used in) Financing Activities                                    99           (30)
                                                                                          -----         -----


DECREASE IN CASH AND CASH EQUIVALENTS                                                       (23)          (21)
                                                                                          -----         -----


CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                             49            55
                                                                                          -----         -----


CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $  26         $  34
                                                                                          =====         =====


SUPPLEMENTAL CASH FLOW INFORMATION Noncash Investing and Financing:
     Net Assets Transferred as a Result of Restructuring, net of
        Receivable from Affiliates                                                       $1,602            --
     Receivable from Parent                                                              $1,983            --



                           See Notes to Condensed Consolidated Financial Statements
</TABLE>

                                                      16

<PAGE>
                   EXELON CORPORATION AND SUBSIDIARY COMPANIES
              COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
          COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Dollars in millions, except per share data, unless otherwise noted)

1. BASIS OF PRESENTATION (Exelon, ComEd and PECO)
         The  accompanying  condensed  consolidated  financial  statements as of
March 31, 2001 and for the  quarter  then ended are  unaudited,  but include all
adjustments  that  Exelon  Corporation  (Exelon),  Commonwealth  Edison  Company
(ComEd)  and  PECO  Energy  Company  (PECO)   consider   necessary  for  a  fair
presentation  of such financial  statements.  All  adjustments  are of a normal,
recurring  nature,  except  as  otherwise  disclosed.   The  year-end  condensed
consolidated  balance sheet data were derived from audited financial  statements
but do not include all  disclosures  required by generally  accepted  accounting
principles  (GAAP).  Certain  prior-year  amounts  have  been  reclassified  for
comparative  purposes.  These  reclassifications  had no material  effect on net
income or shareholders'  equity.  These notes should be read in conjunction with
the  Notes to  Consolidated  Financial  Statements  of  Exelon,  ComEd  and PECO
included in or  incorporated  by reference  in Item 8 of their Annual  Report on
Form 10-K for the year ended December 31, 2000.

ComEd
         ComEd was the principal subsidiary of Unicom Corporation (Unicom) prior
to the merger with Exelon.  See Note 2 - Merger.  The merger was  accounted  for
using the purchase  method of accounting in accordance with GAAP. The effects of
the purchase method are reflected on the financial statements of ComEd as of the
merger date.  Accordingly,  the  financial  statements  presented for the period
after  the  merger  reflect  a  new  basis  of  accounting.   ComEd's  Condensed
Consolidated  Statements  of  Income  and  Comprehensive  Income  and  Condensed
Consolidated  Statements  of Cash  Flows are  separated  by a bold black line to
indicate  the  different  basis of  accounting  existing  in each of the periods
presented.

2. MERGER (Exelon)
         On October 20, 2000,  Exelon became the parent  corporation for each of
ComEd and PECO as a result of the completion of the transactions contemplated by
an Agreement and Plan of Exchange and Merger, as amended, among PECO, Unicom and
Exelon.  Pursuant  to the merger,  Exelon  became the owner of all of the common
stock of PECO and Unicom ceased to exist and its subsidiaries,  including ComEd,
became  subsidiaries of Exelon.  The merger was accounted for using the purchase
method of accounting. Exelon's results of operations include Unicom's results of
operations since October 20, 2000.

         Selected  unaudited pro forma  combined  results of operations  for the
quarter ended March 31, 2000 assuming the merger occurred on January 1, 2000 are
as follows:

                    Operating revenue                                   $3,000
                    Net income                                            $352
                    Net income per common share (basic)                  $1.10
                    Net income per common share (diluted)                $1.10



                                       17
<PAGE>

         Pro forma net income excludes the benefit from the cumulative effect of
a change in  accounting  principle  of $40 million ($24  million,  net of income
taxes) and  merger-related  costs of $16  million  ($10  million,  net of income
taxes).  These  non-recurring  items total $14 million,  net of income taxes, or
$0.04  per  share  on a  basic  and  diluted  basis.  The  pro  forma  financial
information is not  necessarily  indicative of the operating  results that would
have occurred had the merger been  consummated as of the date indicated,  nor is
it necessarily indicative of future operating results.

Merger-Related Costs (Exelon and ComEd )
         In association  with the merger,  Exelon recorded  certain  reserves in
2000.  The  reserves  associated  with PECO were  charged to expense,  while the
reserves  associated  with Unicom were  recorded as part of the  application  of
purchase  accounting  and did not affect  results of  operations.  Approximately
2,900  positions  were  identified  to be  eliminated as a result of the merger.
Exelon  anticipates  that $282 million of employee costs will be funded from its
pension and  postretirement  benefit  plans and $149 million will be funded from
general  corporate funds.  The following table provides a reconciliation  of the
reserve for employee severance associated with the merger:

                                                       $         Employees
                                                     -----       ---------
         Balance at December 31, 2000                $144          2,900
         Deductions for employee terminations         (25)          (619)
                                                     ----          -----
         Balance at March 31, 2001                   $119          2,281
                                                     ====          =====


3.  CORPORATE RESTRUCTURING (Exelon, ComEd and PECO)
         During  January 2001,  Exelon  undertook a corporate  restructuring  to
separate its  generation  and other  competitive  businesses  from its regulated
energy delivery businesses at ComEd and PECO. As part of the restructuring,  the
generation-related   operations  and  assets  and   liabilities  of  ComEd  were
transferred  to  a  separate   subsidiary  of  Exelon.   Also  as  part  of  the
restructuring,  the non-regulated  operations and related assets and liabilities
of PECO,  representing PECO's Generation and Enterprises  business segments were
transferred to separate subsidiaries of Exelon. Additionally, certain operations
and assets and liabilities of ComEd and PECO were transferred to Exelon Business
Services Company (BSC). As a result,  effective  January 1, 2001, the operations
of  ComEd  consist  of its  retail  electricity  distribution  and  transmission
business in northern  Illinois and the  operations of PECO consist of its retail
electricity distribution and transmission business in southeastern  Pennsylvania
and its natural gas distribution  business located in the Pennsylvania  counties
surrounding the City of Philadelphia.


                                       18
<PAGE>
         The corporate  restructuring  had the following effect on the Condensed
Consolidated Balance Sheets of ComEd and PECO as of January 1, 2001:

                                              ComEd              PECO
                                              -----              ----
Decrease in Assets:
-------------------
Current Assets                               ($825)            ($1,085)
Property, Plant & Equipment, net              (782)             (1,212)
Investments                                   (104)             (1,262)
Other Noncurrent Assets                     (3,063)               (431)

(Increase) Decrease in Liabilities:
-----------------------------------
Current Liabilities                             834               1,601
Long-Term Debt                                   --                 205
Deferred Income Taxes                            84               (457)
Other Noncurrent Liabilities                  3,000                 964
                                              -----             -------
     Net Assets Transferred                  ($856)            ($1,677)
                                             ======            ========


         Consideration,   based  on  the  net  book  value  of  the  net  assets
transferred, was as follows:

                                                 ComEd               PECO
                                                 -----               ----

Treasury Stock Received                         $1,306              $   --
Return of Capital                                   --               1,602
Note (Payable)/Receivable -  Affiliates          (450)                  75
                                                ------              ------
                                                  $856              $1,677
                                                ======              ======

         Selected  unaudited  pro forma  results of  operations  for the quarter
ended March 31, 2000, assuming the merger and corporate  restructuring  occurred
as of January 1, 2000, are presented as follows:

                                                 ComEd               PECO
                                                 -----               ----
Operating revenues                              $1,444                $849
Operating income                                  $199                $341
Net income                                        $151                $142

         Pro forma financial information above for ComEd excludes merger-related
costs of $4 million ($3 million,  net of income  taxes).  Pro forma  information
above for PECO  excludes the benefit from the  cumulative  effect of a change in
accounting  principles  of $40 million ($24  million,  net of income  taxes) and
merger-related costs of $11 million ($7 million, net of income taxes).

         In connection  with the  restructuring,  ComEd and PECO assigned  their
respective  rights and obligations  under various power purchase and fuel supply
agreements to Exelon Generation Company, LLC (Generation).  Additionally,  ComEd
and PECO entered into power purchase agreements (PPAs) with Generation.

         Under the PPA between ComEd and Generation,  Generation will supply all
of ComEd's load requirements through 2004. Prices for this energy vary depending
upon the time of day and month of delivery, as specified in the PPA. During 2005
and 2006,  ComEd will  purchase  all of its required  energy and  capacity  from
Generation,  up to the  available  capacity  of the  nuclear  generating  plants
formerly  owned by ComEd  and  transferred  to  Generation.  Under  the terms of
ComEd's PPA,  Generation is responsible for obtaining the required  transmission
for its supply.  The PPA also specifies that prior to 2005, ComEd and Generation
will jointly  determine and agree on a market-based  price for energy  delivered
under the PPA for 2005 and 2006.  In the event that the parties  cannot agree to
market-based  prices  for 2005 and 2006  prior to July 1,  2004,  ComEd  has the
option of terminating  the PPA effective  December 31, 2004.  ComEd will need to
obtain any additional  supply required from market sources in 2005 and 2006, and
subsequent to 2006,  will need to obtain all of its supply from market  sources,
which could include Generation.



                                       19
<PAGE>

         PECO has  entered  into a PPA  whereby  Generation  will  supply all of
PECO's load requirements through 2010. Prices for this energy will be equivalent
to the net proceeds  from sales of unbundled  generation  to PECO's  Provider of
Last Resort  customers at rates PECO is allowed to charge  customers  who do not
choose an alternate generation supplier.  Under the terms of PECO's PPA, PECO is
responsible for obtaining the required  transmission for its supply.  Subsequent
to 2010,  PECO will obtain all of its supply from  market  sources,  which could
include Generation.


4. CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (Exelon and PECO)
         Exelon's  activities  expose it to a variety of market risks  primarily
related to the effects of changes in commodity prices and interest rates.  These
financial  exposures  are monitored and managed by Exelon as an integral part of
its overall risk-management program.

         Exelon's commodity-price,  risk-management strategy includes the use of
derivatives  to  minimize  significant,  unanticipated  earnings  and cash  flow
fluctuations caused by commodity-price volatility. Exelon utilizes contracts for
the forward purchase and sale of energy and energy-related commodities to manage
its  generation  and physical  delivery  obligations to its retail and wholesale
customers. Energy option contracts and energy and energy-related swap agreements
are used to limit the price risk associated with these forward contracts.

         Exelon's  interest-rate,   risk-management  strategy  includes  use  of
derivative instruments to minimize significant,  unanticipated earnings and cash
flow fluctuations caused by interest-rate volatility.  Exelon uses a combination
of  fixed-rate  and  variable-rate  debt  to  reduce   interest-rate   exposure.
Interest-rate  swaps may be used to adjust  exposure  when  deemed  appropriate,
based on market  conditions.  These strategies are employed to minimize the cost
of capital.

         By using derivative financial instruments to hedge exposures to changes
in energy prices and interest  rates,  Exelon  exposes itself to credit risk and
market  risk.  Credit  risk is the risk of a  counterparty  failing  to  perform
according  to  contract  terms.  When the value of a contract is  positive,  the
counterparty  owes Exelon,  which creates  repayment  risk for Exelon.  When the
value of a derivative  contract is negative,  Exelon owes the counterparty  and,
therefore,  the  derivative  contract  does not create  repayment  risk.  Exelon
minimizes the credit (or repayment) risk by (1) entering into  transactions with
high-quality  counterparties,  (2)  limiting  the  amount  of  exposure  to each
counterparty, (3) monitoring the financial condition of its counterparties,  and
(4) seeking credit enhancements to improve counterparty credit quality.

         Market  risk is the  effect  on the  value  of  Exelon's  outright  and
contingent  commitments that result from a change in interest rates or commodity
prices.   The  market  risk  associated  with   interest-rate   and  energy  and
energy-related  contracts  is managed by the  establishment  and  monitoring  of
parameters  that  limit  the  types  and  degree  of  market  risk  that  may be
undertaken.


                                       20
<PAGE>

         Exelon's   derivative   activities  are  subject  to  the   management,
direction, and control of the corporate Risk Management Committee (RMC). The RMC
is chaired by Exelon's  chief risk  officer  and  includes  the chief  financial
officer,  general counsel,  treasurer,  vice president of corporate planning and
officers  from  each of the  business  units.  The RMC  reports  to the board of
directors on the scope of Exelon's derivative activities. The RMC (1) sets forth
risk management  philosophy and objectives  through a corporate policy,  and (2)
establishes procedures for control and valuation,  counterparty credit approval,
and the monitoring and reporting of derivative activity.

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities," (SFAS No. 133) to establish accounting and
reporting standards for derivatives.  The new standard requires  recognizing all
derivatives  as either assets or  liabilities on the balance sheet at their fair
value and specifies the accounting for changes in fair value  depending upon the
intended use of the derivative.  Exelon adopted SFAS No. 133 on January 1, 2001,
which resulted in after-tax  income of $12 million that is reflected in Exelon's
Condensed  Consolidated  Statement  of  Income  and  Comprehensive  Income  as a
cumulative effect of a change in accounting principle. In addition, the adoption
of SFAS No. 133 resulted in $73 million of other comprehensive income associated
with the fair value of cash flow hedges.

         For the quarter ended March 31, 2001,  Exelon  recognized a net loss of
$16  million  in  Exelon's  Condensed   Consolidated  Statement  of  Income  and
Comprehensive  Income,  which  represents  the valuation at March 31, 2001, on a
marked-to-market basis, of contracts designated as cash flow hedges. Exelon also
reclassified  a net  gain  of $6  million  to  other  income  in  the  Condensed
Consolidated  Statement  of  Income  and  Comprehensive  Income,  as a result of
discontinuance  of cash flow hedges related to certain  forecasted  transactions
that are no longer probable of occurring.

         As of March 31, 2001,  $7 million of deferred  net gains on  derivative
instruments  accumulated  in  other  comprehensive  income  are  expected  to be
reclassified to earnings  during the next twelve months.  Amounts in accumulated
other comprehensive  income related to interest rate cash flows are reclassified
into  earnings when the  forecasted  interest  rate payment  occurs.  Amounts in
accumulated  other  comprehensive  income related to energy commodity cash flows
are  reclassified  into  earnings  when the  forecasted  purchase or sale of the
energy commodity occurs.


5.   EARNINGS PER SHARE (Exelon)
         Diluted earnings per share are calculated by dividing net income by the
weighted  average shares of common stock  outstanding  including shares issuable
upon exercise of stock options  outstanding  under  Exelon's  stock option plans
considered to be common stock equivalents.  The following table shows the effect



                                       21
<PAGE>

of these stock options on the weighted average number of shares outstanding used
in calculating diluted earnings per share (in millions):

                                                   Three Months Ended
                                                         March 31,
                                                   2001          2000
                                                   ----          ----

Average Common Shares Outstanding                   320           181

Assumed Exercise of Stock Options                     4             2
                                                   ----          ----

Average Diluted Common Shares Outstanding           324           183
                                                   ====          ====


6.   SEGMENT INFORMATION (Exelon)
         Exelon operates in three business segments: Energy Delivery, Generation
and  Enterprises.  Operations of ComEd and PECO are included in Energy Delivery.
Exelon's segment  information as of March 31, 2001 and December 31, 2000 and for
the  quarter  ended  March 31, 2001 as compared to the same period in 2000 is as
follows :

<TABLE>
<CAPTION>
                                                                             Corporate
                                                                                and
                              Energy                                       Intersegment
                             Delivery      Generation     Enterprises       Eliminations   Consolidated
Revenues:
<S>                         <C>             <C>            <C>            <C>               <C>
    2001                      $ 2,501         $1,628         $  667          $  (973)         $ 3,823
    2000                      $   849         $  498         $  247          $  (241)         $ 1,353
EBIT (a):
    2001                      $   682         $  293         $  (31)         $    (3)         $   941
    2000                      $   339         $   38         $  (12)         $    --          $   365
Total Assets:
    March 31, 2001            $26,936         $6,191         $1,787          $  (324)         $34,590
    December 31, 2000         $27,424         $5,734         $2,277          $  (838)         $34,597
<FN>
(a) EBIT  -  includes   operating   income,   equity  in  earnings  (losses)  of
    unconsolidated  affiliates, and other income and expenses recorded in other,
    net, with the exception of interest income.
</FN>
</TABLE>

         The operations of Exelon Energy, Exelon's competitive retail generation
supplier,  for 2000 have been  reclassified  from  Generation to  Enterprises to
reflect  the  effects of the  corporate  restructuring.  See Note 3 -  Corporate
Restructuring.


7.   COMMITMENTS AND CONTINGENCIES (Exelon, ComEd and PECO)
         For  information   regarding  Exelon's  capital  commitments,   nuclear
insurance,  nuclear  decommissioning and spent fuel storage, energy commitments,



                                       22
<PAGE>

environmental issues and litigation, see the Commitments and Contingencies Notes
in Exelon's,  ComEd's and PECO's Notes to Consolidated  Financial Statements for
the year ended December 31, 2000.

Environmental Liabilities
         Exelon has  identified  72 sites where  former  manufactured  gas plant
(MGP) activities have or may have resulted in actual site  contamination.  As of
March 31, 2001, Exelon had accrued $170 million for environmental  investigation
and  remediation  costs,  including  $138  million  for  MGP  investigation  and
remediation that currently can be reasonably  estimated.  Exelon, ComEd and PECO
cannot  predict  whether  they will  incur  other  significant  liabilities  for
additional  investigation  and  remediation  costs at these or additional  sites
identified by environmental  agencies or others,  or whether all such costs will
be recoverable from third parties.

     ComEd
         As of March 31, 2001,  ComEd had accrued $115 million  (discounted) for
environmental  investigation  and remediation  costs. This reserve included $109
million for MGP investigation and remediation, which currently can be reasonably
estimated.

     PECO
         As of March 31, 2001, PECO had accrued $39 million  (undiscounted)  for
environmental investigation and remediation costs, including $29 million for MGP
investigation and remediation, which currently can be reasonably estimated.

Energy Commitments
         At March 31, 2001,  Exelon had  long-term  commitments,  in millions of
megawatt hours (MWhs) and dollars,  relating to the purchase and sale of energy,
capacity  and  transmission  rights from  unaffiliated  utilities  and others as
expressed in the following tables:



                                        Power Only
                    ------------------------------------------------
                        Purchases                     Sales
                     MWhs       Dollars          MWhs       Dollars

      2001            13        $  270            29        $  827
      2002            11           167            18           371
      2003             9           135            15           327
      2004             5            71             8           190
      2005             4            61             6           148
Thereafter             5            81             4            87
                                ------                      ------
Total                           $  785                      $1,950
                                ======                      ======



                                       23
<PAGE>

                  Capacity            Capacity         Transmission
                 Purchases             Sales              Rights
                in Dollars          in Dollars          in Dollars
2001              $  737             $   24             $  112
2002                 881                 21                 42
2003                 786                 16                 32
2004                 778                  3                 25
2005                 414                  3                 25
Thereafter         5,200                  8                 80
                  ------             ------             ------
Total             $8,796             $   75                316
                  ======             ======             ======



See Note 3 - Corporate Restructuring,  for information about ComEd and PECO PPAs
with Generation.

Litigation
         FERC Municipal Request for Refund. Three of ComEd's wholesale municipal
customers filed a complaint and request for refund with FERC alleging that ComEd
failed to properly  adjust  their rates as provided for under the terms of their
electric service contracts,  and to track certain refunds made to ComEd's retail
customers in the years 1992 through  1994.  In the third  quarter of 1998,  FERC
granted the complaint and directed that refunds be made, with interest. On April
30, 2001, FERC issued an order pursuant to ComEd's  request for a rehearing,  in
which it determined  that its 1998 order had been  erroneous and that no refunds
were due from  ComEd to the  municipal  customers.  The FERC order is subject to
appeal.


8. PENSION AND POSTRETIREMENT BENEFIT OBLIGATIONS (ComEd and PECO)
ComEd
         As part of Exelon's corporate restructuring,  approximately 5,500 ComEd
employees were transferred to Generation,  BSC and  Enterprises.  As a result of
the  transfer,   ComEd's   pension  and  non-pension   postretirement   benefits
obligations were reduced by $143 million and $172 million,  respectively,  as of
January 1, 2001.

PECO
         As part of Exelon's corporate  restructuring,  approximately 3,200 PECO
employees were transferred to Generation,  BSC and  Enterprises.  As a result of
the transfer, PECO's pension and non-pension postretirement benefits obligations
were  reduced by $70 million and $271  million,  respectively,  as of January 1,
2001.

         ComEd's  and PECO's  plan  assets and funded  status of the plans as of
December  31,  2000,  after  reflecting  the effect of these  transfers,  are as
follows:



                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                                   ComEd                            PECO
                                                         ----------------------------     --------------------------
                                                                                Other                           Other
                                                          Pension      Postretirement      Pension     Postretirement
                                                         Benefits            Benefits     Benefits           Benefits
<S>                                                       <C>                   <C>        <C>                  <C>
Net Benefit Obligation at December 31, 2000                $2,220                $539       $1,024               $423
                                                           ======                ====       ======               ====
Fair Value of Plan Assets at December 31, 2000             $1,987                $352       $1,380               $121
                                                           ======                ====       ======               ====

Funded Status at December 31, 2000                          $(233)              $(187)        $356              $(302)
Unrecognized net actuarial (gain) loss                         91                  42         (441)                16
Unrecognized prior service cost                                --                  --           35                 --
Unrecognized net transition obligation (asset)                 --                  --           (9)                56
Miscellaneous adjustments                                      --                   2           --                 --
                                                           ------              ------        -----             ------
   Net amount recognized at December 31, 2000               $(142)              $(143)        $(59)             $(230)
                                                           ======              ======        =====             ======
Amounts   recognized  in  the  consolidated   balance
sheets consist of:
   Prepaid benefit cost                                                                       $ 70               $  2
   Accrued benefit cost                                                                       (129)              (232)
                                                                                              ----               ----
Net amount recognized at December 31, 2000                                                    $(59)             $(230)
                                                                                              ====              =====
</TABLE>


9.   DECOMMISSIONING AND SPENT FUEL STORAGE (Exelon, ComEd and PECO)
         The obligation for decommissioning  Exelon's nuclear facilities and the
related  trust fund assets were  transferred  from ComEd and PECO to  Generation
concurrent  with the transfer of the generating  plants and the related  Nuclear
Regulatory   Commission  (NRC)  operating   licenses  as  of  January  1,  2001.
Additionally,  obligations  for spent nuclear fuel disposal,  and provisions for
nuclear  insurance  were  assumed  by  Generation  under  terms  and  conditions
commensurate with those previously borne by ComEd and PECO.

ComEd
         ComEd's   historical   accounting   policy  for  the   recognition   of
decommissioning  costs has been to record a debit to decommissioning  expense (a
component  of operating  and  maintenance  expense) and a credit to  accumulated
depreciation for operating  units, or a credit to regulatory  assets for retired
units (in current year dollars) on a straight-line  basis over the NRC operating
license  life  of the  plants.  As of  December  31,  2000,  ComEd's  cumulative
liability  of  $2.1   billion  was  recorded  as  a  component  of   accumulated
depreciation.  Additionally,  a $1.3 billion liability  representing the present
value of the estimated cost of decommissioning  nuclear units previously retired
was recorded as a long-term

                                       25
<PAGE>

liability.  These  liabilities,  as well as  investments in trust fund assets of
$2.6  billion  to  fund  the  costs  of  decommissioning,  were  transferred  to
Generation.

         In December  2000,  the Illinois  Commerce  Commission  (ICC) issued an
order,  effective  upon  the  transfer  of the  nuclear  plants  to  Generation,
authorizing  ComEd to recover $73 million  annually  from  customers  during the
first four years of the six-year term of the PPA between  ComEd and  Generation.
See Note 3 - Corporate  Restructuring.  Up to $73 million  annually  can also be
collected in 2005 and 2006, depending on the portion of the output of the former
ComEd  nuclear  stations that ComEd  purchases  from  Generation.  Under the ICC
order,   subsequent  to  2006,   there  would  be  no  further   collection  for
decommissioning costs from customers.  All amounts collected from customers must
be remitted to  Generation  for deposit into the related  trust  funds.  The ICC
order also provides that any surplus  trust funds after ComEd's  former  nuclear
stations are decommissioned must be refunded to ComEd's customers. The ICC order
has been appealed to the Illinois Appellate Court.

         The $73 million annual recovery of decommissioning  costs authorized by
the ICC order  represents a reduction  from the $84 million  annual  recovery in
2000. Accordingly, ComEd reduced its nuclear decommissioning regulatory asset to
$372 million,  reflecting the expected probable future recoveries from customers
under the new ICC order.  The reduction in the regulatory asset in the amount of
$347  million  was  recorded  as an  adjustment  to the  merger  purchase  price
allocation  and  resulted in a  corresponding  increase in  goodwill.  Effective
January 1, 2001,  ComEd  recorded an obligation  to Generation of  approximately
$440 million representing ComEd's legal requirement to remit funds to Generation
for the remaining  regulatory  asset amount of $372 million upon collection from
customers,  and for  collections  from customers prior to the  establishment  of
external  decommissioning  trust funds in 1989 to be remitted to Generation  for
deposit into the  decommissioning  trusts  through  2006.  Unrealized  gains and
losses on  decommissioning  trust funds (based on the market value of the assets
on the merger date, in accordance with purchase  accounting) had previously been
recorded in accumulated  depreciation or regulatory  assets.  As a result of the
transfer of the nuclear  plants to  Generation  and the ICC order  limiting  the
regulated  recoveries of  decommissioning  costs,  net unrealized  losses of $47
million  (net  of  income  taxes)  were   reclassified   to  accumulated   other
comprehensive  income.  Realized gains and losses are based on the adjusted cost
basis  of  the  assets  and  are  recorded  as  income  on  Exelon's   Condensed
Consolidated Statements of Income and Comprehensive Income.

         Additionally, as part of the corporate restructuring, ComEd's liability
to the U.S. Department of Energy (DOE) for payment of its one-time fee for spent
nuclear fuel disposal has been  transferred  to  Generation.  As of December 31,
2000, this liability, including accrued interest, was $810 million.

PECO
         As of December 31, 2000,  PECO's Condensed  Consolidated  Balance Sheet
included an estimated  liability for  decommissioning its nuclear plants of $412
million  that  was  recorded  as  a  component  of   accumulated   depreciation.
Investments in nuclear decommissioning trust fund assets were $440 million. Both
the liability and the trust fund  investments  were transferred to Generation as



                                       26
<PAGE>

of  January  1, 2001.  Annual  decommissioning  cost  recovery  of $29  million,
collected through regulated rates, will continue, and all amounts collected will
be remitted to Generation to be deposited into the decommissioning trust funds.


10. TRANSITION BONDS (Exelon and PECO)
         On March 1, 2001,  PECO  Energy  Transition  Trust  (PETT),  a Delaware
business trust and a wholly owned subsidiary of PECO, refinanced $805 million of
floating  rate Series  1999-A  Transition  Bonds through the issuance by PETT of
fixed-rate transition bonds (Series 2001-A Transition Bonds).  Approximately 72%
of the Class A-3 and 70% of the Class A-5 Series  1999-A  Transition  Bonds were
redeemed.  The  Series  2001-A  Transition  Bonds are  non-callable,  fixed-rate
securities with an interest rate of 6.52%.  The Series 2001-A  Transition  Bonds
have an expected final payment date of September 1, 2010 and a termination  date
of December 31,  2010.  The  transition  bonds are solely  obligations  of PETT,
secured by intangible transition property sold by PECO to PETT concurrently with
the issuance of the Series  1999-A  Transition  Bonds and certain  other related
collateral.

         In 1999,  PECO entered into interest  rate swaps  relating to the Class
A-3 and Class A-5  Series  1999-A  Transition  Bonds in the  aggregate  notional
amount of $1.1 billion with an average interest rate of 6.65%. PECO also entered
into  forward  starting  interest  rate swaps  relating  to these two classes of
floating rate transition bonds in the aggregate  notional amount of $1.1 billion
with an average  interest rate of 6.01%. In connection with the refinancing of a
portion of the two floating rate series of transition bonds in the first quarter
of 2001,  PECO  settled $318 million of a forward  starting  interest  rate swap
resulting  in a  $6  million  gain  which  is  reflected  in  other  income  and
deductions.  See Note 4 - Cumulative Effect of a Change in Accounting Principle.
Also, in connection with the refinancing, PECO settled a portion of the interest
rate swaps and the remaining portion of the forward starting interest rate swaps
resulting in gains of $25 million, which were  deferred and are being  amortized
over the expected remaining lives of the related debt.

         In  connection  with the  adoption of SFAS No. 133, on January 1, 2001,
PECO reflected a transition  adjustment increasing other comprehensive income by
$69 million  related to the interest  rate swaps and forward  starting  interest
rate  swaps.  As of March  31,  2001,  the fair  value of  interest  rate  swaps
decreased $31 million to $38 million, reflecting the fair value of the remaining
interest  rate swaps at PETT and the  settlement  of PECO's  interest rate swaps
described above.


11. SALE OF ACCOUNTS RECEIVABLE (Exelon and PECO)
         PECO is party to an agreement with a financial  institution under which
it can sell or finance with limited  recourse an  undivided  interest,  adjusted
daily, in up to $225 million of designated  accounts  receivable  until November
2005.  At March 31,  2001,  PECO had sold a $225  million  interest  in accounts
receivable,  consisting of a $174 million interest in accounts  receivable which
PECO accounted for as a sale under SFAS No. 125,  "Accounting  for Transfers and
Servicing of Financial  Assets and  Extinguishment  of  Liabilities,"  and a $51
million interest in  special-agreement  accounts receivable which were accounted



                                       27
<PAGE>

for as a long-term note payable.  PECO retains the servicing  responsibility for
these  receivables.  The  agreement  requires  PECO to maintain the $225 million
interest,  which, if not met,  requires PECO to deposit cash in order to satisfy
such  requirements.  At March 31, 2001,  PECO met this  requirement  and was not
required to make any cash deposits.

12.  RELATED-PARTY TRANSACTIONS (ComEd and PECO)
ComEd
         At March 31, 2001 and December 31, 2000, respectively, ComEd had a $352
million and a $400 million receivable from PECO, which were reflected in current
assets in ComEd's Condensed  Consolidated  Balance Sheets.  The average interest
rate  on this  receivable  for the  period  was  6.5%.  Interest  income  on the
receivable from PECO was $5 million for the quarter ended March 31, 2001.  ComEd
had notes  receivable  from  affiliates  of $1.3  billion at March 31,  2001 and
December 31, 2000,  primarily  relating to the December  1999 fossil plant sale,
and is  included  in  deferred  debits  and other  assets in  ComEd's  Condensed
Consolidated Balance Sheets.  Interest income earned on this note receivable was
$22  million and $43  million  for the  quarters  ended March 31, 2001 and 2000,
respectively.

         Effective January 1, 2001,  Exelon  contributed to ComEd a $1.0 billion
receivable,  payable by Exelon,  for the purpose of funding  future tax payments
resulting from collection of intangible  transition charges.  This receivable is
reflected  as  a  reduction  of  shareholders'   equity  in  ComEd's   Condensed
Consolidated Balance Sheets. This non-interest bearing receivable is expected to
be settled over the years 2001 through 2008 in  conjunction  with the payment of
the taxes resulting from the collection of intangible transition charges.

         At March 31, 2001, ComEd had a short-term payable of $409 million and a
long-term   payable  of  $364   million  to   Generation   resulting   from  the
restructuring,  which were included in current  liabilities and deferred credits
and other liabilities,  respectively,  on ComEd's Condensed Consolidated Balance
Sheets.

          In  connection  with the  transfer  of the  generation  assets  in the
restructuring transaction,  ComEd entered into a PPA with Generation. See Note 3
- Corporate Restructuring.  Intercompany power purchases pursuant to the PPA for
the quarter ended March 31, 2001 were $609 million.

         Effective  January 1, 2001,  upon the  corporate  restructuring,  ComEd
received a variety of corporate support services from BSC including legal, human
resources,  financial and  information  technology  services.  Such services are
provided at cost including applicable overheads.


PECO
         At March 31, 2001 and December 31, 2000, respectively,  PECO had a $352
million  and $400  million  payable  to ComEd,  which is  reflected  in  current
liabilities in PECO's Condensed  Consolidated Balance Sheets. The average annual
interest rate on this payable for the period was 6.5%.  Interest expense related
to this  payable  for the  quarter  ended  March  31,  2001 was $5  million.  In
conjunction with the payable to ComEd, as of January 1, 2001, Exelon contributed
to PECO a $330 million receivable, payable by Exelon, for the purpose of funding
the repayment of the liability.


                                       28
<PAGE>

         Effective  January 1, 2001,  Exelon  contributed to PECO a $2.0 billion
receivable,  payable by Exelon,  for the purpose of funding  future tax payments
resulting from collection of competitive  transition charges. This receivable is
reflected  as  a  reduction  of   shareholders'   equity  in  PECO's   Condensed
Consolidated Balance Sheets. This non-interest bearing receivable is expected to
be settled over the years 2001 through 2010 in  conjunction  with the payment of
the taxes resulting from the collection of competitive transition charges.

         In  connection  with  the  transfer  of the  generation  assets  in the
restructuring transaction, PECO entered into a PPA with Generation. See Note 3 -
Corporate  Restructuring.  Intercompany  power purchases pursuant to the PPA for
the quarter ended March 31, 2001 were $245 million.

         Effective  January  1, 2001,  upon the  corporate  restructuring,  PECO
received a variety of corporate support services from BSC including legal, human
resources,  financial and  information  technology  services.  Such services are
provided at cost including applicable overheads.


13. SUBSEQUENT EVENT (Exelon)
         On May 8, 2001,  Exelon  issued  $500  million of its senior  unsecured
notes with a maturity date of May 1, 2011 and an interest rate of 6.75%.  Exelon
used the  proceeds  from the issuance of the notes to repay a portion of a $1.21
billion term loan.











                                       29
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

EXELON CORPORATION

GENERAL

On October 20, 2000, Exelon  Corporation  (Exelon) became the parent corporation
of each of Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO) as
a result of the completion of the merger. The merger was accounted for using the
purchase method of accounting.

During January 2001, Exelon undertook a corporate  restructuring to separate its
generation and other  competitive  businesses from its regulated energy delivery
businesses   at   ComEd   and   PECO.   As  part  of  the   restructuring,   the
generation-related   operations  and  assets  and   liabilities  of  ComEd  were
transferred to Exelon Generation Company, LLC (Generation).  Also as part of the
restructuring,  the non-regulated  operations and related assets and liabilities
of PECO,  representing PECO's Generation and Enterprises  business segments were
transferred to Generation and Exelon  Enterprises  Company,  LLC  (Enterprises).
Additionally,  certain  operations and assets and  liabilities of ComEd and PECO
were transferred to Exelon Business Services Company (BSC).

Exelon,  through  subsidiaries,  including  PECO and  ComEd,  operates  in three
business segments:

o    Energy  Delivery,  consisting of the retail  electricity  distribution  and
     transmission   businesses  of  ComEd  in  northern  Illinois  and  PECO  in
     southeastern Pennsylvania and the natural gas distribution business of PECO
     in the Pennsylvania counties surrounding the City of Philadelphia.

o    Generation,  consisting of electric generating facilities,  power marketing
     operations and equity interests in Sithe Energies, Inc. (Sithe) and AmerGen
     Energy Company, LLC (AmerGen).

o    Enterprises,  consisting of  competitive  retail  energy sales,  energy and
     infrastructure  services,   communications  and  related  investments.  The
     operations of Exelon Energy for 2000 have been reclassified from Generation
     to Enterprises to reflect the effects of the corporate restructuring.





                                       30
<PAGE>


Significant Operating Trends

                            Revenue and Expense Items as a
                        Percentage of Total Operating Revenues

                                                   March 31,
                                                   ---------
                                                 2001    2000
                                                 ----    ----

       Operating Revenues                        100%    100%
                                                  ----   ----

       Fuel and Purchased Power                   35%     34%
       Operating and Maintenance                  28%     29%
       Depreciation and Amortization              10%      6%
       Taxes Other Than Income                     4%      5%
                                                -----   -----
       Total Operating Expenses                   77%     74%
                                                -----   -----

       Operating Income                           23%     26%
                                                =====   =====

RESULTS OF OPERATIONS

Quarter Ended March 31, 2001 Compared To Quarter Ended March 31, 2000

Net Income and Earnings Per Share
Exelon's net income  increased  $220  million,  or 132% in the first  quarter of
2001,  before giving effect to the  cumulative  effect of a change in accounting
principle.  Earnings per share (diluted), on the same basis, increased $0.28 per
share,  or 31%.  Earnings per share increased less than net income because of an
increase in the weighted average shares of common stock  outstanding as a result
of the issuance of common stock in connection with the merger,  partially offset
by the  repurchase  of common  stock  with the  proceeds  from  PECO's  May 2000
stranded cost recovery  securitization.  Net income, inclusive of the cumulative
effect of a change in accounting  principle  increased $208 million,  or 109% in
the first  quarter of 2001.  Earnings  per share,  on the same basis,  increased
$0.19 per share, or 18%.


Earnings Before Interest and Income Taxes
Exelon  evaluates the  performance  of its business  segments  based on earnings
before interest and income taxes (EBIT).  In addition to components of operating
income as shown on the consolidated  statements of income,  EBIT includes equity
in earnings (losses) of unconsolidated  affiliates, and other income and expense
recorded  in other,  net,  with the  exception  of  interest  income.  Operating
revenues, operating expenses and depreciation and amortization for each business
segment in the following  analyses include  intercompany  transactions  that are
eliminated in the consolidated  Exelon financial  statements.  Exelon's EBIT was
$941  million  and $365  million for the three  months  ended March 31, 2001 and
2000, respectively. EBIT for the first quarter of 2000 represents the results of
PECO only and does not  include  the  effects of the  October 20, 2000 merger of

                                       31
<PAGE>
Unicom and PECO. To provide a more meaningful analysis of results of operations,
the EBIT  analyses by business  segment  below  identify the portion of the EBIT
variance that is  attributable  to the addition of Unicom  results of operations
and the portion of the variance  that results from changes in  components of the
underlying operations.  The Unicom 2000 contribution  represents results for the
three months ended March 31, 2000 on a pro forma basis as if the merger occurred
January 1, 2000.

EBIT Contribution by Business Segment

                                                         Components of Variance
                        Three Months                    ------------------------
                      Ended March 31,                   Unicom
                     ------------------                  2000          Normal
                     2001       2000      Variance    Contribution   Operations
                     ----       ----      --------    ------------   ----------
                                            (In millions)

Energy Delivery      $682       $339        $343          $271           $ 72
Generation            293         38         255            87            168
Enterprises           (31)       (12)        (19)            -            (19)
Corporate              (3)         -          (3)          (18)            15
                     ----       ----        ----          ----           ----
Total                $941       $365        $576          $340           $236
                     ====       ====        ====          ====           ====


EBIT - Energy Delivery

<TABLE>
<CAPTION>
                                                                            Components of Variance
                                       Three Months                       --------------------------
                                      Ended March 31,                        Unicom
                                    -------------------                       2000          Normal
                                    2001           2000      Variance     Contribution    Operations
                                    ----           ----      --------     ------------    ----------
                                                          (In millions)
<S>                                <C>           <C>           <C>           <C>           <C>
Operating Revenue                  $2,501        $  849        $1,652        $1,444        $  208
Operating Expense and Other        $1,550        $  470        $1,080        $  850        $  230
Depreciation & Amortization        $  269        $   40        $  229        $  323        $  (94)
EBIT                               $  682        $  339        $  343        $  271        $   72
</TABLE>



                                       32
<PAGE>



Energy  Delivery's  EBIT increased $343 million in the first quarter of 2001, as
compared to the same period in 2000.  ComEd's  contribution  accounted  for $271
million  of the  variance  and normal  operations  added $72  million.  The $208
million  growth in operating  revenues was primarily  attributable  to increased
PECO  electric  revenues  of $109  million  and  additional  gas  revenue of $94
million.  The increase in electric  revenue was  primarily  attributable  to $85
million from customers in  Pennsylvania  selecting or returning to PECO as their
electric  generation  supplier  and rate  adjustments  in  Pennsylvania,  an $11
million prepayment of competitive  transition charges by a large customer and an
increase of $8 million as a result of higher  delivery  volume.  The increase in
regulated  gas revenue was  primarily  attributable  to increases of $80 million
related  to  higher  prices,  $10  million  as a  result  of  favorable  weather
conditions and $4 million attributable to increased delivery volume from new and
existing customers.

ComEd's electric  operating  revenues  increased $2 million compared to the same
period in 2000.  The  increase  reflects  kilowatthour  sales  growth to ComEd's
residential  retail  and  wholesale   customers   (municipalities   and  certain
alternative  retail  suppliers)  offset by lower  non-residential  retail  sales
primarily due to a slowing regional economy.

Energy  Delivery's  higher revenues were offset by higher operating  expenses of
$230 million which includes $181 million of increased  fuel and purchased  power
expense related to PECO electricity  purchases from Generation  caused by higher
customer  retention  at PECO and higher  gas prices and $9 million in  increased
operating  and  maintenance  expenses.  Depreciation  and  amortization  expense
decreased  due to lower  regulatory  asset  amortization  compared  to the first
quarter of 2000  during  which  ComEd  recorded an  additional  $145  million in
regulatory asset amortization, partially offset by increased amortization of $51
million related to the Competitive Transition Charge (CTC) at PECO.


EBIT - Generation


<TABLE>
<CAPTION>
                                                                            Components of Variance
                                        Three Months                      --------------------------
                                       Ended March 31,                      Unicom
                                    -------------------                      2000          Normal
                                    2001           2000      Variance     Contribution    Operations
                                    ----           ----      --------     ------------    ----------
                                                          (In millions)
<S>                                <C>           <C>           <C>           <C>           <C>

Operating Revenue                    $1,628      $  498       $1,130        $  707          $  423
Operating Expense and Other          $1,242      $  429       $  813        $  598          $  215
Depreciation & Amortization          $   93      $   31       $   62        $   22          $   40
EBIT                                 $  293      $   38       $  255        $   87          $  168
</TABLE>





                                       33



<PAGE>

Generation's  EBIT  increased  $255 million for the quarter ended March 31, 2001
compared to the same period in 2000.  Unicom's  contribution  accounted  for $87
million of the  variance.  The  remaining  $168 million  increase  resulted from
higher  margins on market and affiliate  wholesale  energy  sales,  coupled with
decreased  operating  costs at the nuclear  plants.  During the first quarter of
2001,   Generation   benefited  from  increases  in  wholesale   market  prices,
particularly  in the  Pennsylvania  New Jersey  Maryland  control area (PJM) and
Mid-America  Interconnected  Network  (MAIN)  regions,  and higher nuclear plant
output due to increased capacity levels.

The increase in wholesale  market  prices was  primarily  driven by  significant
increases in fossil fuel prices.  The large  concentration of nuclear generation
in the  Generation  portfolio  allowed  Exelon to capture the higher  prices for
wholesale  market sales,  with minimal  exposure to the increasing  fuel prices.
Average  realized  prices for wholesale  market sales were $12 per MWh higher in
the quarter ended March 31, 2001 compared to the same period in 2000.

In the first three months of 2001, Generation's sales were 48,254 GWhs, of which
29,966 GWhs were  supplied  by nuclear  units,  2,726 GWhs by fossil  generating
units, and 15,562 GWhs from purchases.  Approximately 60% of Generation's  sales
were to affiliates (ComEd and PECO), and the remaining 40% were to the wholesale
market.

Since the end of the first  quarter  2000,  Generation  has added 161 MWs of new
capacity   through  power  uprates,   system   modifications   and   operational
improvements.  The nuclear fleet  operated at a capacity  factor of 98.8% in the
first  quarter of 2001  compared to 91.5% in the  previous  year  period.  Fleet
production  cost  (operating and  maintenance  and fuel) in the first quarter of
2001 was $11.70 per MWh,  compared  to first  quarter  2000  production  cost of
$14.28 per MWh.

EBIT - Enterprises

<TABLE>
<CAPTION>
                                                                            Components of Variance
                                                                          --------------------------
                                       Three Months
                                      Ended March 31                          Unicom
                                    -------------------                        2000          Normal
                                    2001           2000      Variance     Contribution    Operations
                                    ----           ----      --------     ------------    ----------
                                                          (In millions)
<S>                                <C>           <C>           <C>           <C>           <C>

Operating Revenue                    $667         $247        $420           $109            $311
Operating Expense and Other          $683         $252        $431           $107            $324
Depreciation & Amortization          $ 15         $  7        $  8           $  2            $  6
EBIT                                 $(31)        $(12)       $(19)          $  -            $(19)
</TABLE>

Enterprises'  EBIT  decreased  $19 million for the quarter  ended March 31, 2001
compared to the same period in 2000. The decrease was primarily  attributable to
Exelon  Energy,  which,  due to  higher  wholesale  prices  of  natural  gas and
increased  electric  capacity  costs,  incurred  a loss at the EBIT level of $25
million,  a decrease of $34 million from prior year. This decrease was partially
offset by increased  earnings of $7 million at Exelon Capital  Partners due to a
realized gain on an investment.

Enterprises' revenue growth for the quarter ended March 31, 2001, as compared to
the same  period  in 2000,  was $420  million.  Unicom's  Enterprise  businesses
contributed  $109  million in revenue.  Primarily  as a result of  acquisitions,
Exelon Infrastructure Services revenue increased $87 million and Exelon Services
revenue  increased $88 million.  Exelon Energy's revenue  increased $147 million



                                       34
<PAGE>

compared to the the first quarter of 2000,  primarily due to an acquisition of a
gas services company and the increase in natural gas prices over the prior year.

Enterprises'  operating expenses for the quarter increased $431 million from the
same period in 2000.  Unicom's 2000  contribution  accounted for $107 million of
the variance  and normal  operations  added $324  million.  Increased  operating
expenses  from normal  operations  of $324  million  include $81 million and $84
million as a result of acquisitions made by Exelon  Infrastructure  Services and
Exelon Services,  respectively.  The remainder of the operating expense increase
related primarily to Exelon Energy,  and is due to an acquisition,  the increase
in natural gas prices from the previous year, and higher electric capacity costs
in Exelon Energy's Pennsylvania market.

Enterprises'  depreciation and  amortization  expense  increased  primarily as a
result of acquisitions by Exelon Infrastructure  Services,  Exelon Services, and
Exelon Energy.

Other Components of Net Income

Interest Charges
Interest  charges  consist of interest  expense and  distributions  on preferred
securities of subsidiaries.  Interest charges increased $194 million, or 178% in
the quarter  ended March 31, 2001.  The increase was primarily  attributable  to
$161 million from the effects of the merger,  $24 million  related to borrowings
by Exelon and additional  interest of $16 million as a result of the issuance of
transition  bonds in May 2000 to  securitize a portion of PECO's  stranded  cost
recovery,  partially offset by $10 million of lower interest charges as a result
of  the  reduction  of  PECO's   long-term  debt  with  the  proceeds  from  the
securitization.

Income Taxes
The  effective  income tax rate was 41.2% in 2001 as  compared to 37.7% in 2000.
The increase in the  effective  income tax rate was  primarily  attributable  to
goodwill amortization associated with the merger which is not deductible for tax
purposes,  and a higher  effective  state income tax rate due to  operations  in
Illinois resulting from the merger.

Cumulative Effect of a Change in Accounting Principle
On January 1, 2001, Exelon adopted Statement of Financial  Accounting  Standards
No. 133 "Accounting for Derivatives  Instruments and Hedging  Activities"  (SFAS
No. 133)  resulting  in a benefit of $20  million  ($12  million,  net of income
taxes).  On January  1, 2000,  Exelon  recorded  a benefit of $40  million  ($24
million, net of income taxes) representing the cumulative effect of a



                                       35
<PAGE>

change in accounting method for nuclear outage costs by PECO in conjunction with
the synchronization of accounting policies in connection with the merger.


LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operations for the three months ended March 31, 2001 were
$821 million as compared to $170 million for the same 2000 period.

Cash flows used in  investing  activities  for the three  months ended March 31,
2001 were $541 million as compared to $164 million for the same 2000 period. The
increase was primarily  attributable to increased  capital  expenditures of $371
million.

Cash flows  provided  by  financing  activities  were $19  million for the three
months  ended  March  31,  2001 as  compared  to cash  flows  used in  financing
activities  of $27 million for the same 2000 period.  Cash flows from  financing
activities  in  2001  primarily  reflect  the  refinancing  of $805  million  of
transition bonds,  increases in short-term debt of $257 million partially offset
by  additional  debt  repayments  of $224  million and a payment of dividends on
common stock of $176 million.  The common stock dividend  covers the period from
October 20, 2000, the date of the merger, through February 15, 2001.

At March 31, 2001, Exelon's capital structure consisted of 58% of long-term debt
of Exelon and subsidiaries,  32% common stock, 7% notes payable and 3% preferred
securities   of   subsidiaries.   Long-term   debt   included  $7.2  billion  of
securitization  debt constituting  obligations of certain  consolidated  special
purpose entities, representing 31% of capitalization.

At March 31,  2001,  Exelon  had  outstanding  $1.63  billion  of notes  payable
including  $418 million of  commercial  paper.  For the quarter  ended March 31,
2001, the average interest rate on notes payable was approximately 6.0%. Certain
of the credit  agreements  to which  Exelon,  PECO and ComEd are a party require
each of them to maintain a debt to total  capitalization ratio of 65% (excluding
securitization debt). At March 31, 2001, the debt to total capitalization ratios
on the  same  basis  for  Exelon,  PECO  and  ComEd  were  50%,  80%,  and  47%,
respectively.  The banks that are parties to the credit  facility have agreed to
waive the debt to total  capitalization  requirement  for PECO  through July 13,
2001.

On May 8, 2001,  Exelon issued $500 million of its senior unsecured notes with a
maturity  date of May 1, 2011 and an  interest  rate of 6.75%.  Exelon  used the
proceeds  from the  issuance of the notes to repay a portion of a $1.21  billion
term loan.




                                       36
<PAGE>

COMMONWEALTH EDISON COMPANY

GENERAL

On October 20, 2000, ComEd became a 99.9% owned subsidiary of Exelon as a result
of the  transactions  relating to the merger of PECO and ComEd's  former parent,
Unicom.  Effective January 1, 2001, Exelon undertook a restructuring to separate
its  generation  and other  competitive  businesses  from its  regulated  energy
delivery business. See ITEM 2. Management's Discussion and Analysis of Financial
Condition  and  Results  of  Operations  -  Exelon  Corporation  -  General  for
information about Exelon's corporate  restructuring.  As a result of the merger,
ComEd's consolidated financial information for the period after the merger has a
different cost basis than in previous periods.  Material variances caused by the
different cost basis and restructuring have been disclosed where applicable. The
restructuring has had a significant  impact on all components of ComEd's results
of  operations.  The  estimated  impact of the  restructuring  set forth  herein
reflects  the  effects of removing  the  operations  related to ComEd's  nuclear
generating  stations and obtaining energy and capacity from Generation under the
terms of the PPA in the first quarter of 2000.

Significant Operating Trends
<TABLE>
<CAPTION>
                                                                                                       Variance
                                                                                   ----------------------------------------------
                                                            March 31,              Restructuring        Normal
                                                    2001              2000            Impact           Operations          Total
                                                  -------           -------           -------          ----------         -------
                                                                                 (In millions)
<S>                                               <C>               <C>               <C>               <C>               <C>
Operating Revenue                                 $ 1,446           $ 1,563           $  (119)          $     2           $  (117)
Fuel and Purchased Power                              609               326               265                18               283
Operating and Maintenance                             218               460              (236)               (6)             (242)
Depreciation and Amortization                         167               372               (79)             (126)             (205)
Taxes Other Than Income                                72               137               (31)              (34)              (65)
                                                  -------           -------           -------           -------           -------
     Total Operating Expenses                       1,066             1,295               (81)             (148)             (229)
                                                  -------           -------           -------           -------           -------

Operating Income                                      380               268               (38)              150               112
                                                  -------           -------           -------           -------           -------

Interest Expense                                     (141)             (147)               10                (4)                6
     Provision for Dividends on Company-
     Obligated Mandatorily Redeemable
     Preferred Securities Of Subsidiary
     Trusts Holding Solely the Company's
     Subordinated Debt Securities                      (7)               (7)               --                --                --
Other, Net                                             37               140                --              (103)             (103)
                                                  -------           -------           -------           -------           -------

Income Before Income Taxes and
    Extraordinary Items                               269               254               (28)               43                15

Income Taxes                                          123                45                (7)               85                78
                                                  -------           -------           -------           -------           -------



                                       37
<PAGE>

Net Income Before Extraordinary Items                 146               209               (21)              (42)              (63)
Extraordinary Items                                    --                (3)               --                (3)               (3)
                                                  -------           -------           -------           -------           -------
Net Income                                            146               206               (21)              (39)              (60)
Preferred and Preference Stock Dividends               --                (1)               --                 1                 1
                                                  -------           -------           -------           -------           -------
Net Income on Common Stock                        $   146           $   205           $   (21)          $   (38)          $   (59)
                                                  =======           =======           =======           =======           =======
</TABLE>

RESULTS OF OPERATIONS

Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000

Net Income
Net income decreased $45 million, or 24% as compared to the same period in 2000,
before giving effect to extraordinary items and non-recurring  items. Net income
decreased  $60 million or 29%,  after  reflecting  the effects of the $3 million
extraordinary  item,  the $21 million  restructuring  impact,  and $4 million of
non-recurring  merger  costs ($3 million,  net of tax)  incurred for the quarter
ended March 31, 2000.

Operating Revenue
Operating  revenue was $1,446  million for the quarter  ended March 31, 2001, an
increase of $2 million from the same 2000 period,  excluding  the effects of the
operating revenue from the wholesale  marketing business that was transferred to
Generation.  Total kilowatthour sales to ComEd's retail and wholesale  customers
(municipalities  and certain  alternative retail suppliers)  remained consistent
from quarter to quarter.  Residential  retail sales and wholesale  sales,  which
increased 6% and 10% respectively,  were offset by lower non-residential  retail
sales  primarily  due to a slowing  regional  economy.  There  continues to be a
migration of non-residential  customers to alternative electric suppliers or the
power purchase option. As of March 31, 2001,  approximately 12,000 customers had
elected to purchase  energy from an alternative  electric  supplier or the power
purchase  option,  compared to  approximately  6,000 customers for the same 2000
period. Such election resulted in an increase in kilowatthours delivered to such
customers from approximately 2.6 billion to 4.1 billion,  or 12% to 19% of total
quarterly retail sales, respectively.

Fuel and Purchased Power Expense
Fuel and  purchased  power  expense was $609 million for the quarter ended March
31, 2001, an increase of $18 million, or 3% from the same 2000 period, excluding
the effects of the  restructuring  impact which represents power purchases under
the PPA with Generation.  The remaining  increase was primarily  attributable to
slight increases in megawatthours purchased and cost per megawatthour.




                                       38
<PAGE>

Operating and Maintenance Expense
Operating and  maintenance  (O&M) expense  remained  consistent  from quarter to
quarter,  excluding the effects of the operating and maintenance expense related
to the nuclear generating assets transferred to Generation.  Such costs continue
at higher than historic levels which reflects  ComEd's  continued  commitment to
attain additional improvements in overall system reliability.

Depreciation and Amortization Expense
Depreciation  and  amortization  expense  decreased $126 million or 43% from the
same 2000 period, excluding the effects of depreciation and amortization expense
related to the nuclear generating assets transferred to Generation. The decrease
in  depreciation  and  amortization  expense  not related to  restructuring  was
primarily   attributable  to  a  $145  million   decrease  in  regulatory  asset
amortization  due to  the  settlement  of  the  common  stock  forward  purchase
arrangements  in the  first  quarter  of  2000,  partially  offset  by  goodwill
amortization of $32 million.

Taxes Other Than Income
Taxes other than income decreased $34 million, or 32% from the same 2000 period,
excluding  the  effects of the taxes  other than  income  related to the nuclear
generating  assets  transferred to Generation.  The decrease in taxes other than
income not  related  to  restructuring  was  primarily  attributable  to the $25
million effect of the change in municipal  utility taxes from operating  revenue
and tax expense to  collections  recorded as liabilities as required by Illinois
legislation.

Interest Charges
Interest  charges  consist of interest  expense and  provisions for dividends on
Company-Obligated  Mandatorily  Redeemable  Preferred  Securities  of Subsidiary
Trusts. Interest charges remained consistent from quarter to quarter,  excluding
the effects of the  interest  charges  related to ComEd's  liability to the U.S.
Department  of Energy for payment of its  one-time  fee for spent  nuclear  fuel
disposal and accrued interest that was transferred to Generation.

Other Income and Deductions
Other income and deductions, excluding interest charges, decreased $103 million,
or 74% from the same 2000 period. This decrease is primarily attributable to the
$113 million gain on the forward share repurchase  agreement  recognized  during
the first quarter of 2000.

Income Taxes
The  effective  income tax rate was 45.7% for the quarter  ended March 31, 2001,
compared to 17.7% for the same 2000 period. The increase in the effective income
tax rate was  primarily  attributable  to the effects of the gain on the forward
share repurchase  agreement,  recorded in January 2000, which was not recognized
for  tax  purposes,  goodwill  amortization,  which  is not  deductible  for tax
purposes,  in 2001 and lower investment tax credit  amortization  resulting from
the application of purchase accounting in connection with the merger.

Extraordinary Items
Extraordinary  charges  aggregating  $4 million  ($3  million,  net of tax) were
incurred for the quarter  ended March 31,  2000,  and  consisted  of  prepayment
premiums and the write-off of unamortized  deferred  financing costs  associated
with the early retirement of debt.




                                       39
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash flows  provided by operations  were $458 million for the three months ended
March 31, 2001 compared to cash flows used in operations of $348 million for the
same  period  in  2000.  The  increase  in  cash  flows  in 2001  was  primarily
attributable  to a $1,078 million  increase in working capital due to a decrease
in  income  tax  payments,  partially  offset by lower  cash  flows  from  other
operating activities following the transfer of assets to Generation.

Cash flows used in investing  activities  were $155 million for the three months
ended March 31, 2001  compared to $279 million for the same period in 2000.  The
decrease  in cash  flows  used in  investing  activities  in 2001 was  primarily
attributable to a $98 million  decrease in receivables from affiliates and lower
plant  investment  of $30  million  as a result  of the  transfer  of  assets to
Generation.

Cash flows used in financing  activities  were $154 million for the three months
ended March 31, 2001  compared to $199 million for the same period in 2000.  The
decrease  in cash  flows  used in  financing  activities  in 2001 was  primarily
attributable  to $153  million of common  stock  repurchases  and $67 million of
common stock forward repurchases in the first quarter of 2000,  partially offset
by a $222 million change in restricted cash.

At March 31, 2001,  ComEd's  capital  structure,  excluding the  deduction  from
shareholders'  equity of the $1.0 billion  receivable from Exelon,  consisted of
53%  long-term  debt,  45% of common  stock,  and 2% of preferred  securities of
subsidiaries.  Long-term debt included $2.5 billion of transitional  trust notes
constituting  obligations  of  certain  consolidated  special  purpose  entities
representing 19% of capitalization.

ComEd meets its short-term liquidity requirements primarily through the issuance
of commercial paper and borrowings under bank credit  facilities.  ComEd,  along
with  Exelon and PECO,  entered  into a $2 billion  unsecured  revolving  credit
facility  with a group of banks.  ComEd has a $200 million  sublimit  under this
364-day credit  facility and expects to use the credit  facility  principally to
support its $200 million commercial paper program.  The credit facility requires
ComEd to maintain a debt to total capitalization ratio of 65% or less (excluding
transitional   trust  notes).   At  March  31,  2001,   ComEd's  debt  to  total
capitalization  ratio on that  basis was 47%.  At March 31,  2001,  ComEd had no
short-term borrowings.

Effective January 1, 2001, Exelon contributed to ComEd a $1.0 billion receivable
for the purpose of funding  future tax payments  resulting  from  collection  of
intangible  transition  charges.  See ITEM 1.  Financial  Statements - Note 12 -
Related Party Transactions.




                                       40
<PAGE>


PECO ENERGY COMPANY

GENERAL

On October 20, 2000, PECO became a wholly owned subsidiary of Exelon as a result
of the  transactions  relating  to the  merger of PECO and  Unicom  Corporation.
Effective  January 1, 2001,  Exelon  undertook a  restructuring  to separate its
generation and other  competitive  businesses from its regulated energy delivery
business.  See  ITEM  2.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations  -  Exelon  Corporation  -  General  for
information about Exelon's corporate restructuring.  The restructuring has had a
significant impact on all components of PECO's results of operations. As part of
the  restructuring,   the  non-regulated   operations  and  related  assets  and
liabilities  previously  included in PECO's Generation and Enterprises  business
segments  were  transferred  to separate  subsidiaries  of Exelon.  As a result,
effective  January 1, 2001, PECO operates in a single business  segment,  Energy
Delivery, and its operations consist of its retail electricity  distribution and
transmission   business  in  southeastern   Pennsylvania  and  its  natural  gas
distribution  business  in the  Pennsylvania  counties  surrounding  the City of
Philadelphia.




                                       41
<PAGE>

Significant Operating Trends
<TABLE>
<CAPTION>
                                                      Three Months
                                                         Ended                      Variance
                                                        March 31,      -----------------------------------
                                                     -------------     Restructuring     Normal
                                                     2001     2000         Impact       Variance    Total
                                                    ------   ------       --------       ------    -------
                                                                        (In millions)
<S>                                                 <C>      <C>            <C>            <C>      <C>
Operating Revenues                                  $1,051   $1,353         ($504)         $202     ($302)

Fuel and Purchased Power                               488      463          (156)          181        25
Operating and Maintenance                              132      391          (274)           15      (259)
Depreciation and Amortization                          101       80           (39)           60        21
Taxes Other Than Income                                 43       67           (21)           (3)      (24)
                                                    ------   ------       --------       ------    -------
Total Operating Expenses                               764    1,001          (490)          253      (237)
                                                    ------   ------       --------       ------    -------

Operating Income                                       287      352           (14)          (51)      (65)
                                                    ------   ------       --------       ------    -------

Interest Expense                                      (105)    (104)           14           (15)       (1)
Interest Expense - Affiliate                            (5)      --            --            (5)       (5)
Company-Obligated Mandatorily Redeemable
     Preferred Securities of a Partnership              (2)      (2)           --            --        --
Equity in Earnings (Losses) of
     Unconsolidated Affiliates, Net                     --        4            (4)           --        (4)
Other, Net                                              15       21           (17)           11        (6)
                                                    ------   ------       --------       ------    -------

Income Before Income Taxes and Cumulative
     Effect of a Change of Accounting Principle        190      271           (21)          (60)      (81)

Income Taxes                                            68      101            (7)          (26)      (33)
                                                    ------   ------       --------       ------    -------

Net Income Before Cumulative
     Effect of a Change of Accounting Principle        122      170           (14)          (34)      (48)
Cumulative Effect of a Change
     of Accounting Principle                            --       24           (24)           --       (24)
                                                    ------   ------       --------       ------    -------
Net Income                                             122      194           (38)          (34)      (72)
Preferred Stock Dividends                               (2)      (3)           --            (1)       (1)
                                                    ------   ------       --------       ------    -------
Net Income on Common Stock                            $120     $191          $(38)         $(33)     $(71)
                                                    ======   ======       ========       ======    =======
</TABLE>

RESULTS OF OPERATIONS

First Quarter 2001 Compared To First Quarter 2000

Net Income
Net income decreased $72 million, or 37% for the quarter ended March 31, 2001 as
compared  to the same 2000  period.  Net  income,  before  the  effects of a $24
million  benefit for the cumulative  effect of a change in accounting  principle
during the prior year, decreased $48 million, or 28% for the quarter ended March
31, 2001.




                                       42
<PAGE>

Operating Revenue
Operating  revenue for the quarter ended March 31, 2001  increased $202 million,
or 24% as compared to 2000,  excluding  the  effects of the  restructuring.  The
increase in operating  revenue was  attributable to higher  electric  revenue of
$109 million and additional gas revenue of $94 million. The increase in electric
revenue was primarily attributable to $85 million from customers in Pennsylvania
selecting or returning to PECO as their  electric  generation  supplier and rate
adjustments in Pennsylvania, an $11 million prepayment of competitive transition
charges by a large  customer and an increase of $8 million as a result of higher
delivery   volume.   The  increase  in  regulated   gas  revenue  was  primarily
attributable to increases of $80 million  related to higher prices,  $10 million
as a result of  favorable  weather  conditions  and $4 million  attributable  to
increased delivery volume from new and existing customers.

Fuel and Purchased Power Expense
Fuel and purchased  power expense for the quarter ended March 31, 2001 increased
$181  million,  or 59%  as  compared  to  2000,  excluding  the  effects  of the
restructuring.  The increase in fuel and  purchased  power expense was primarily
attributable  to $78 million from  customers in  Pennsylvania  selecting PECO as
their electric generation supplier,  $63 million from additional delivery volume
and  increased  prices  related to gas,  $11  million  as a result of  favorable
weather conditions and $11 million in additional PJM ancillary charges.

Operating and Maintenance Expense
Operating and maintenance expense for the quarter ended March 31, 2001 increased
$15  million,  or  13%  as  compared  to  2000,  excluding  the  effects  of the
restructuring.  The  increase in O&M expense was  primarily  attributable  to $7
million  of  additional  general  and  administrative  expenses,  $6  million of
incremental costs related to a storm in the first quarter of 2001 and $4 million
associated with the write-off for excess and obsolete inventory.

Depreciation and Amortization Expense
Depreciation  and  amortization  expense  for the  quarter  ended March 31, 2001
increased $60 million, or 146% as compared to 2000, excluding the effects of the
restructuring.  The  increase  was  primarily  attributable  to $51  million  of
additional  amortization  of PECO's CTC and $9 million  increase in depreciation
expense associated with additional plant in service.

Taxes Other Than Income
Taxes  other than  income for the quarter  ended  March 31,  2001  decreased  $3
million, or 7% as compared to 2000,  excluding the effects of the restructuring.
The decrease was attributable to the reduction of the gross receipts tax rate on
electric sales in 2001.

Interest Charges
Interest   charges   consist  of   interest   expense   and   distributions   on
Company-Obligated  Mandatorily  Redeemable Preferred Securities of a Partnership
(COMRPS).  Interest  charges for the quarter ended March 31, 2001  increased $20
million as compared to 2000, or 22%, excluding the effects of the restructuring.
The increase was primarily attributable to interest on the additional transition
bonds  issued in May 2000 to  securitize  a  portion  of  PECO's  stranded  cost
recovery of $16 million in 2001 and interest  expense  related to a loan from an
affiliate in 2001



                                       43
<PAGE>

of $5 million,  partially  offset by $10 million of lower interest  charges as a
result of the reduction of long-term debt with the proceeds from securitization.

Equity in Earnings (Losses) of Unconsolidated Affiliates
Equity in earnings (losses) of  unconsolidated  affiliates for the quarter ended
March 31,  2001  decreased  by $4 million as  compared  to 2000,  excluding  the
effects of the restructuring.

Other Income and Deductions
Other income and deductions  excluding  interest  charges and equity in earnings
(losses)  of  unconsolidated  affiliates  for the  quarter  ended March 31, 2001
increased  by $11  million as  compared  to 2000,  excluding  the effects of the
restructuring.  The  increase  was  primarily  attributable  to a  gain  on  the
settlement of an interest  rate swap of $6 million and the favorable  settlement
of a customer contract of $3 million.

Income Taxes
The  effective  tax rate was  35.8% for the  quarter  ended  March  31,  2001 as
compared to 37.3% for the same 2000 period.

Cumulative Effect of a Change in Accounting Principle
On January 1, 2000, PECO recorded a benefit of $40 million ($24 million,  net of
tax)  representing  the cumulative  effect of a change in accounting  method for
nuclear  outage costs in  conjunction  with the  synchronization  of  accounting
policies in connection with the merger.

Preferred Stock Dividends
Preferred  stock  dividends for the quarter ended March 31, 2001 were consistent
with the same 2000 period.



LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operations  were $76 million for the three months ended March
31, 2001 as compared to cash flows provided by operations of $173 million in the
same 2000 period. The decrease was attributable to changes in working capital of
$223 million and a decrease in cash generated by operations of $26 million.

Cash flows used in  investing  activities  were $46 million for the three months
ended March 31, 2001 as compared to $164  million in the same 2000  period.  The
decrease was  attributable  to lower capital  expenditures  of $64 million and a
decrease in other investing activities of $54 million.

Cash flows  provided  by  financing  activities  were $99  million for the three
months  ended  March  31,  2001 as  compared  to cash  flows  used in  financing
activities of $30 million for the same period in 2000. Cash flows from



                                       44
<PAGE>

financing   activities   primarily  reflect  PECO's  additional   borrowings  of
commercial  paper and the  effects of  refinancing  $805  million of  transition
bonds.  The  increase  in cash  flows from  financing  activities  is  primarily
attributable  to a change in notes  payable of $201  million  and $31 million of
proceeds from the  settlement of interest  rate swaps,  partially  offset by $53
million of additional  retirements of long-term debt and $46 million of payments
on notes payable to affiliates.

At March 31, 2001,  PECO's  capital  structure,  excluding  the  deduction  from
shareholders' equity of $2.0 billion receivable from Exelon,  consisted of 23.7%
common  equity,  3.7% notes  payable,  3.4%  preferred  stock and COMRPS  (which
comprised 1.4% of PECO's total  capitalization  structure),  and 69.2% long-term
debt including  transition bonds issued by PETT (which comprised 75.6% of PECO's
long-term debt).

PECO meets its short-term liquidity  requirements primarily through the issuance
of commercial  paper and borrowings  under bank credit  facilities.  PECO, along
with Exelon and ComEd,  entered  into a $2 billion  unsecured  revolving  credit
facility  with a group of banks.  PECO has an $800 million  sublimit  under this
364-day credit  facility and expects to use the credit  facility  principally to
support its $800 million commercial paper program. This credit facility requires
PECO to maintain a debt to total  capitalization ratio of 65% or less (excluding
transitional trust notes). As a result of the corporate restructuring,  at March
31, 2001, PECO's debt to total  capitalization  ratio on that basis was 80%. The
banks that are parties to the credit  facility  have agreed to waive the debt to
total capitalization requirement through July 13, 2001.

At March 31, 2001, PECO had outstanding $334 million of notes payable consisting
principally of commercial paper.  Also, PECO had a $352 million payable to ComEd
bearing  interest at an average  annualized  interest rate for the period it was
outstanding of 6.5%.  Interest  expense  related to this payable for the quarter
ended March 31, 2001 was $5 million.  In  conjunction  with the payable to ComEd
and as of January 1, 2001, Exelon  contributed to PECO a $330 million receivable
for the purpose of funding the  repayment of  liability.  See ITEM 1.  Financial
Statements - Note 12 - Related Party Transactions.

Effective January 1, 2001, Exelon  contributed to PECO a $2.0 billion receivable
for the purpose of funding  future tax payments  resulting  from  collection  of
intangible  transition  charges.  See ITEM 1.  Financial  Statements - Note 12 -
Related-Party Transactions.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

EXELON

Exelon's  activities expose it to a variety of market risks primarily related to
the effects of changes in commodity  prices and interest rates.  These financial
exposures are monitored and managed by Exelon as an integral part of its overall
risk-management program.

Exelon's commodity-price risk management strategy includes use of derivatives to
minimize significant,  unanticipated  earnings and cash flow fluctuations caused
by  commodity-price  volatility.  Exelon  utilizes  contracts  for  the  forward
purchase  and sale of  energy  and  energy-related  commodities  to  manage  its
generation  and  physical  delivery  obligations  to its  retail  and  wholesale



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<PAGE>

customers. Energy option contracts and energy and energy-related swap agreements
are used to limit the price risk associated with these forward contracts.

Exelon's  interest-rate  risk  management  strategy  includes use of  derivative
instruments  to  minimize  significant,  unanticipated  earnings  and cash  flow
fluctuations  caused by interest-rate  volatility.  Exelon uses a combination of
fixed-rate   and   variable-rate   debt  to   reduce   interest-rate   exposure.
Interest-rate  swaps may be used to adjust  exposure  when  deemed  appropriate,
based on market  conditions.  These strategies are employed to minimize the cost
of capital.

By using  derivative  financial  instruments  to hedge  exposures  to changes in
energy  prices and  interest  rates,  Exelon  exposes  itself to credit risk and
market  risk.  Credit  risk is the risk of a  counterparty  failing  to  perform
according  to  contract  terms.  When the value of a contract is  positive,  the
counterparty  owes Exelon,  which creates  repayment  risk for Exelon.  When the
value of a derivative  contract is negative,  Exelon owes the counterparty  and,
therefore,  the  derivative  contract  does not create  repayment  risk.  Exelon
minimizes the credit (or repayment) risk by (1) entering into  transactions with
high-quality  counterparties,  (2)  limiting  the  amount  of  exposure  to each
counterparty, (3) monitoring the financial condition of its counterparties,  and
(4) seeking credit enhancements to improve counterparty credit quality.

Market  risk is the  effect  on the  value of  Exelon  outright  and  contingent
commitments that result from a change in interest rates or commodity prices. The
market  risk  associated  with   interest-rate  and  energy  and  energy-related
contracts is managed by the  establishment  and  monitoring of  parameters  that
limit the types and degree of market risk that may be undertaken.

Exelon's derivatives  activities are subject to the management,  direction,  and
control of the corporate Risk Management  Committee (RMC). The RMC is chaired by
Exelon's chief risk officer and includes the chief  financial  officer,  general
counsel,  treasurer, vice president of corporate planning and officers from each
of the business units. The RMC reports to the board of directors on the scope of
Exelon's  derivative  activities.   The  RMC  (1)  sets  forth  risk  management
philosophy  and  objectives  through  a  corporate  policy  and (2)  establishes
procedures  for control and valuation,  counterparty  credit  approval,  and the
monitoring and reporting of derivative activity.

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities," (SFAS No. 133) to establish accounting and
reporting standards for derivatives.  The new standard requires  recognizing all
derivatives  as either assets or  liabilities on the balance sheet at their fair
value and specifies the accounting for changes in fair value  depending upon the
intended use of the derivative.  Exelon adopted SFAS No. 133 on January 1, 2001,
which resulted in after-tax  income of $12 million that is reflected in Exelon's
Consolidated Statement of Income and Comprehensive Income as a cumulative effect
of a change in accounting principle.  In addition,  the adoption of SFAS No. 133
resulted in $73 million of other  comprehensive  income associated with the fair
value of cash flow hedges.


                                       46
<PAGE>

For the  quarter  ended  March 31,  2001,  Exelon  recognized  a net loss of $16
million in Exelon's Condensed Consolidated Statement of Income and Comprehensive
Income which represents the mark-to-market of contracts  designated as cash flow
hedges. Exelon also reclassified a net gain of $6 million to other income in the
Condensed Consolidated Statement of Income and Comprehensive Income, as a result
of the  discontinuance  of  cash  flow  hedges  related  to  certain  forecasted
transactions that are now probable of not occurring.

As of March 31, 2001, $7 million of deferred net gains on derivative instruments
accumulated in other  comprehensive  income are expected to be  reclassified  to
earnings   during  the  next  twelve  months.   Amounts  in  accumulated   other
comprehensive  income related to interest rate cash flows are reclassified  into
earnings  when  the  forecasted   interest  rate  payment  occurs.   Amounts  in
accumulated  other  comprehensive  income related to energy commodity cash flows
are  reclassified  into  earnings  when the  forecasted  purchase or sale of the
energy commodity occurs.



PECO
Interest Rate Risk

PECO has entered  into  interest  rate swaps to manage  interest  rate  exposure
associated  with two  classes  of  floating  rate  transition  bonds  issued  to
securitize stranded cost recovery.  At March 31, 2001, these interest rate swaps
had a fair  market  value  exposure of $26  million  based on the present  value
difference between the contract and market rates at March 31, 2001.

The aggregate  fair value of the transition  bond  derivative  instruments  that
would have  resulted  from a  hypothetical  50 basis point  decrease in the spot
yield at March  31,  2001 is  estimated  to be $34  million.  If the  derivative
instruments  had been  terminated at March 31, 2001,  this  estimated fair value
represents the amount to be paid by PECO to the counterparties.

The aggregate  fair value of the transition  bond  derivative  instruments  that
would have  resulted  from a  hypothetical  50 basis point  increase in the spot
yield at March  31,  2001 is  estimated  to be $19  million.  If the  derivative
instruments  had been  terminated at March 31, 2001,  this  estimated fair value
represents the amount to be paid by PECO to the counterparties.

In  connection  with the  refinancing  of a portion of PETT's two variable  rate
series of  transition  bonds in the first  quarter of 2001,  PECO  settled  $318
million of a forward starting  interest rate swap resulting in a $6 million gain
which is reflected in other  income.  Also in connection  with the  refinancing,
PECO settled a portion of the interest rate swaps and the  remaining  portion of
the forward starting interest rate swaps resulting in gains of $25 million which
were deferred and are being  amortized over the expected  remaining lives of the
related debt.



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<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As previously  reported in Exelon's Annual Report to the Securities and Exchange
Commission  on Form 10-K for the year ended  December 31, 2000 (2000 Form 10-K),
three of ComEd's wholesale municipal customers filed a complaint and request for
refund  with the United  States  Federal  Energy  Regulatory  Commission  (FERC)
alleging that ComEd failed to properly  adjust its rates,  as provided for under
the terms of the electric service contracts with the municipal  customers and to
track certain refunds made to ComEd's retail customers in the years 1992 through
1994. In the third quarter of 1998, FERC granted the complaint and directed that
refunds be made,  with interest.  ComEd filed a request for rehearing.  On April
30, 2001,  FERC issued an order,  in which it determined that its 1998 order had
been  erroneous  and  that no  refunds  were due  from  ComEd  to the  municipal
customers. The FERC order is subject to appeal.

As previously  reported in Exelon's 2000 Form 10-K, in August 1999,  three class
action lawsuits were filed and subsequently  consolidated,  in the Circuit Court
of Cook County, Illinois seeking damages for personal injuries,  property damage
and economic losses from ComEd related to a series of service interruptions that
occurred in the summer of 1999.  ComEd filed a motion to dismiss the complaints.
On  April  24,  2001,  the  court  dismissed  four  of the  five  counts  of the
consolidated  complaint  without  prejudice  and the sole  remaining  count  was
dismissed in part.  Plaintiffs  have until May 25, 2001 to file a legally  valid
cause of action.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 24,  2001,  Exelon held its 2001 Annual  Meeting of  Shareholders,  the
first annual meeting of shareholders for Exelon.

The  following  Class I  directors  of the  Company  were  re-elected  for terms
expiring in 2004:

                                     Votes For              Votes Withheld
Carlos H. Cantu                     254,285,267               2,821,534
Daniel L. Cooper                    254,235,482               2,871,319
G. Fred DiBona, Jr.                 254,186,539               2,920,262
Sue L. Gin                          254,413,260               2,693,541
Edgar D. Jannotta                   254,338,918               2,767,883
Corbin A. McNeill, Jr.              254,436,867               2,669,934



The incumbent  Class II directors,  with terms  expiring in 2002,  are Edward A.
Brennan,  Bruce DeMars,  Richard H. Glanton, John W. Rowe, and Ronald Rubin. The
incumbent  Class III  directors  with  terms  expiring  in 2003,  are M.  Walter
D'Alessio, Rosemarie B. Greco, John M. Palms, John W. Rogers, Jr. and Richard L.
Thomas.

The other item voted on by holders of common stock at the Annual Meeting was the
ratification  of the  firm  PricewaterhouseCoopers  LLP,  independent  certified
public  accountants,  as auditors of Exelon and its  subsidiaries  for 2001, was
approved with 250,800,365 common shares (97.5% of common shares voting) voting



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<PAGE>

for; 4,483,426 common shares (1.7% of common shares voting) voting against;  and
1,823,010 common shares (0.17% of common shares voting) abstaining.

ITEM 5.  OTHER INFORMATION

On April 1, 2001,  Exelon formed Exelon Energy Delivery  Company,  LLC, a wholly
owned  subsidiary of Exelon,  which is an intermediary  holding company of ComEd
and PECO.

As previously  reported in Exelon's 2000 Form 10-K, in March 2001, ComEd and the
Midwest  Independent  Transmission  System  Operator  (MISO)  and  other  market
participants  reached a proposed  settlement  regarding  issues  associated with
ComEd's withdrawal from the MISO and that the proposed settlement was subject to
FERC approval. On May 8, 2001, FERC approved the settlement.

As previously reported in Exelon's 2000 Form 10-K, approximately 7,400 employees
are  covered  by  a  collective  bargaining  agreement  with  Local  15  of  the
International  Brotherhood of Electrical Workers (Local 15), which was scheduled
to expire on March 31, 2001.  On April 20,  2001,  Exelon and Local 15 officials
signed  an  agreement  for a new  three-year  collective  bargaining  agreement,
effective April 1, 2001 through March 31, 2004. Exelon expects that the Local 15
membership will ratify the agreement by June 8, 2001.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
(a)      Exhibits:

         None

(b)      Reports on Form 8-K:

         During the quarter  ended March 31, 2001,  Exelon  filed the  following
         Current Reports on Form 8-K:

         Date of earliest event reported:
            January 12, 2001 reporting  information under "ITEM 5. OTHER EVENTS"
            regarding  the  restructuring  of  its  competitive  generation  and
            enterprises  businesses as outlined as an integration objective when
            Exelon was formed on October 20, 2000.

         Date of earliest event reported:
            January 30, 2001 reporting  information under "ITEM 5. OTHER EVENTS"
            regarding the  announcement of its consolidated  operating  earnings
            for the year ended December 31, 2000.

         Date of earliest event reported:
            February 26, 2001 reporting information under "ITEM 5. OTHER EVENTS"
            regarding   slides  used  during  the  Edison   Electric   Institute
            International Finance Conference held in London on February 26, 2001
            to explain Exelon's strategy and earnings targets.



                                       49
<PAGE>

         Date of earliest event reported:
            March 16, 2001  reporting  information  under "ITEM 5. OTHER EVENTS"
            regarding  certain financial  information of Exelon  Corporation and
            Subsidiary   Companies.   The  exhibits  under  "ITEM  7.  FINANCIAL
            STATEMENT  AND  EXHIBITS" includes a Consent of  Independent  Public
            Accountants,  Selected  Financial  Data and Market for  Registrant's
            Common  Equity  and  Related   Stockholder   Matters,   Management's
            Discussion  and  Analysis  of  Financial  Condition  and  Results of
            Operations, and Financial Statements and Supplementary Data

         During the quarter  ended  March 31,  2001,  ComEd filed the  following
         Current Reports on Form 8-K:


         Date of earliest event reported:
            January 12, 2001 reporting  information under "ITEM 5. OTHER EVENTS"
            regarding  the  restructuring  of  its  competitive  generation  and
            enterprises  businesses as outlined as an integration objective when
            Exelon was formed on October 20, 2000.

         Date of earliest event reported:
            January 12, 2001 reporting information under "ITEM 2. ACQUISITION OR
            DISPOSITION OF ASSETS" regarding the restructuring of its generation
            and  wholesale  power  marketing  businesses  into  a  newly  formed
            subsidiary  of  Exelon.   The  exhibits  under  "ITEM  7.  FINANCIAL
            STATEMENT  AND  EXHIBITS"  includes  unaudited  pro forma  condensed
            financial statements of ComEd.

                                       50
<PAGE>

         During the  quarter  ended  March 31,  2001,  PECO filed the  following
         Current Reports on Form 8-K:


         Date of earliest event reported:
            January 12, 2001 reporting  information under "ITEM 5. OTHER EVENTS"
            regarding  the  restructuring  of  its  competitive  generation  and
            enterprises  businesses as outlined as an integration objective when
            Exelon was formed on October 20, 2000.

         Date of earliest event reported:
            January 12, 2001 reporting information under "ITEM 2. ACQUISITION OR
            DISPOSITION   OF  ASSETS"   regarding  the   restructuring   of  its
            competitive  generation and enterprises businesses into newly formed
            subsidiaries  of  Exelon.  The  exhibits  under  "ITEM 7.  FINANCIAL
            STATEMENT  AND  EXHIBITS"  include  unaudited  pro  forma  condensed
            financial statements of PECO.

         Date of earliest event reported:
            March 1, 2001  reporting  information  under "ITEM 5. OTHER  EVENTS"
            regarding the issuance and sale of Series 2001-A Transition Bonds to
            redeem  Series  1999-A,  Class  A-3 and  Series  1999-A,  Class  A-5
            Transition  Bonds.  The exhibits under "ITEM 7. FINANCIAL  STATEMENT
            AND EXHIBITS" include agreements relating to this transaction.




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<PAGE>



                                   SIGNATURES

         Pursuant to  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                EXELON CORPORATION
                /s/ Jean H. Gibson
                --------------------------------
                JEAN H. GIBSON
                Vice President and
                Controller
                (Chief Accounting Officer)

                COMMONWEALTH EDISON COMPANY
                /s/ Robert E. Berdelle
                --------------------------------
                ROBERT E. BERDELLE
                Vice President and
                Chief Financial Officer
                (Chief Accounting Officer)

                PECO ENERGY COMPANY
                /s/ Thomas P. Hill, Jr.
                --------------------------------
                THOMAS P. HILL, JR.
                Vice President and
                Chief Financial Officer
                (Chief Accounting Officer)





Date:  May 15, 2001




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