<PAGE>
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                   FORM 10-K
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
  (MARK
   ONE)
   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
   [_]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
<TABLE>
<CAPTION>
 COMMISSION       REGISTRANT; STATE OF INCORPORATION;           IRS EMPLOYER
 FILE NUMBER         ADDRESS; AND TELEPHONE NUMBER           IDENTIFICATION NO.
 -----------      -----------------------------------        ------------------
 <C>            <S>                                          <C>
 1-11375        UNICOM CORPORATION                               36-3961038
                (an Illinois corporation)
                37th Floor, 10 South Dearborn Street
                Post Office Box A-3005
                Chicago, Illinois 60690-3005
                312/394-7399
 1-1839         COMMONWEALTH EDISON COMPANY                      36-0938600
                (an Illinois corporation)
                37th Floor, 10 South Dearborn Street
                Post Office Box 767
                Chicago, Illinois 60690-0767
                312/394-4321
</TABLE>
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
    TITLE OF EACH CLASS                                 NAME OF EACH EXCHANGE
---------------------------                              ON WHICH REGISTERED
                                                      -------------------------
UNICOM CORPORATION
 
Common Stock, without par value                    New York, Chicago and Pacific
 
COMMONWEALTH EDISON COMPANY
 
(Listed on inside cover)
 
  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, AND (2) HAVE BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES  X  . No   .
 
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
 
COMMONWEALTH EDISON COMPANY Securities Registered Pursuant to Section 12(b) of
  the Act:
 
      TITLE OF                                            NAME OF EACH EXCHANGE
     EACH CLASS                                            ON WHICH REGISTERED
--------------------------                              ------------------------
First Mortgage Bonds:
 7 5/8% Series 25, due June 1, 2003            )
 8% Series 26, due October 15, 2003            }        New York
 8 1/8% Series 35, due January 15, 2007        )
 
Sinking Fund Debentures:
 3%, due April 1, 1999                         )
 2 7/8%, due April 1, 2001                     }        New York
 7 5/8% Series 1, due February 15, 2003        )
 2 3/4%, due April 1, 1999                              New York and Chicago
 
Cumulative Preference Stock, without 
par value:
 $1.90; $2.00; $7.24; $8.40; $8.38; and $8.40  )        New York, Chicago and
 Series B                                      )        Pacific
 $2.425                                                 New York
 
8.48% ComEd-Obligated Mandatorily
 Redeemable Preferred Securities of
 Subsidiary Trust                                       New York, Chicago and
                                                        Pacific
 
THE ESTIMATED AGGREGATE MARKET VALUE OF UNICOM CORPORATION'S 215,206,007 shares
of outstanding Common Stock, without par value, was approximately
$6,900,000,000 as of February 29, 1996. In excess of 99.91% of Unicom
Corporation's voting stock was owned by non-affiliates as of that date.
 
THE ESTIMATED AGGREGATE MARKET VALUE OF COMMONWEALTH EDISON COMPANY'S
outstanding $1.425 Convertible Preferred Stock, Cumulative Preference Stock and
Company-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary
Trust was approximately $1,000,000,000 as of February 29, 1996. Unicom
Corporation held in excess of 99.99% of the 214,195,157 shares of outstanding
Common Stock, $12.50 par value, of Commonwealth Edison Company as of that date.
 
DOCUMENTS INCORPORATED BY REFERENCE:
 
  Portions of Unicom Corporation's Current Report on Form 8-K dated January 26,
1996 are incorporated by reference into Parts I, II and IV of the Unicom
Corporation Annual Report on Form 10-K and portions of its definitive Proxy
Statement to be filed prior to April 29, 1996 relating to its Annual Meeting of
shareholders to be held on May 22, 1996 are incorporated by reference into Part
III of the Unicom Corporation Annual Report on Form 10-K.
 
  Portions of Commonwealth Edison Company's Current Report on Form 8-K dated
January 26, 1996 are incorporated by reference into Parts I, II and IV of the
Commonwealth Edison Company Annual Report on Form 10-K and portions of its
definitive Information Statement to be filed prior to April 29, 1996 relating
to its Annual Meeting of shareholders to be held on May 22, 1996 are
incorporated by reference into Part III of the Commonwealth Edison Company
Annual Report on Form 10-K.
 
  Unicom Corporation's Current Report on Form 8-K/A-1 dated March 14, 1996, is
incorporated by reference into Parts I and II of the Unicom Corporation Annual
Report on Form 10-K.
 
  Commonwealth Edison Company's Current Report on Form 8-K/A-1 dated March 14,
1996, is incorporated by reference into Parts I and II of the Commonwealth
Edison Company Annual Report on Form 10-K.
<PAGE>
 
                               UNICOM CORPORATION
                                      AND
                          COMMONWEALTH EDISON COMPANY
                                   FORM 10-K
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
 
  This document contains the Annual Reports on Form 10-K for the fiscal year
ended December 31, 1995 for each of Unicom Corporation and Commonwealth Edison
Company. Information contained herein relating to an individual registrant is
filed by such registrant on its own behalf. Accordingly, except for its
subsidiaries, Commonwealth Edison Company makes no representation as to
information relating to Unicom Corporation or to any other companies affiliated
with Unicom Corporation.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
Definitions...............................................................   1
ANNUAL REPORT ON FORM 10-K FOR UNICOM CORPORATION:
Part I
  Item 1. Business........................................................   2
    General...............................................................   2
    Net Electric Generating Capability....................................   3
    Construction Program..................................................   4
    Rate Proceedings......................................................   6
    Fuel Supply...........................................................   7
    Regulation............................................................   8
    Employees.............................................................  15
    Interconnections......................................................  15
    Franchises............................................................  16
    Business and Competition..............................................  16
    Executive Officers of the Registrant..................................  19
    Operating Statistics..................................................  20
  Item 2. Properties......................................................  21
  Item 3. Legal Proceedings...............................................  22
  Item 4. Submission of Matters to a Vote of Security Holders.............  22
Part II
  Item 5. Market for Registrant's Common Equity and Related Stockholder
   Matters................................................................  23
  Item 6. Selected Financial Data.........................................  24
  Item 7. Management's Discussion and Analysis of Financial Condition and
          Results of
          Operations......................................................  24
  Item 8. Financial Statements and Supplementary Data.....................  24
  Item 9. Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure............................................  24
Part III
  Item 10. Directors and Executive Officers of the Registrant.............  25
  Item 11. Executive Compensation.........................................  25
  Item 12. Security Ownership of Certain Beneficial Owners and Manage-
   ment...................................................................  25
  Item 13. Certain Relationships and Related Transactions.................  25
</TABLE>
 
                                       i
<PAGE>
 
                               UNICOM CORPORATION
                                      AND
                          COMMONWEALTH EDISON COMPANY
                                   FORM 10-K
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                         TABLE OF CONTENTS (CONCLUDED)
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ANNUAL REPORT ON FORM 10-K FOR COMMONWEALTH EDISON COMPANY:
Part I
  Item 1. Business........................................................   26
  Item 2. Properties......................................................   27
  Item 3. Legal Proceedings...............................................   27
  Item 4. Submission of Matters to a Vote of Security Holders.............   27
Part II
  Item 5. Market for Registrant's Common Equity and Related Stockholder
   Matters................................................................   27
  Item 6. Selected Financial Data.........................................   28
  Item 7. Management's Discussion and Analysis of Financial Condition and
          Results of Operations...........................................   28
  Item 8. Financial Statements and Supplementary Data.....................   28
  Item 9. Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure............................................   28
Part III
  Item 10. Directors and Executive Officers of the Registrant.............   28
  Item 11. Executive Compensation.........................................   28
  Item 12. Security Ownership of Certain Beneficial Owners and Management.   28
  Item 13. Certain Relationships and Related Transactions.................   28
ANNUAL REPORTS ON FORM 10-K FOR UNICOM CORPORATION AND COMMONWEALTH EDISON
 COMPANY:
Part IV
  Item 14. Exhibits, Financial Statement Schedules and Reports on
   Form 8-K...............................................................   29
  Report of Independent Public Accountants on Supplemental Schedule to
   Unicom Corporation.....................................................   37
  Report of Independent Public Accountants on Supplemental Schedule to
   Commonwealth Edison Company............................................   38
  Schedule II--Valuation and Qualifying Accounts..........................   39
  Signature Page to Unicom Corporation Annual Report on Form 10-K.........   40
  Signature Page to Commonwealth Edison Company Annual Report on
   Form 10-K..............................................................   41
</TABLE>
 
                                       ii
<PAGE>
 
                                  DEFINITIONS
 
  The following terms are used in this document with the following meanings:
 
<TABLE>
<CAPTION>
          TERM                                   MEANING
 ----------------------- ------------------------------------------------------
 <C>                     <S>
 AFUDC                   Allowance for funds used during construction
 CERCLA                  Comprehensive Environmental Response, Compensation and
                          Liability Act of 1980, as amended
 CFC                     Chlorofluorocarbon
 Circuit Court           Circuit Court of Cook County, Illinois
 Clean Air Amendments    Clean Air Act Amendments of 1990
 ComEd                   Commonwealth Edison Company
 Congress                U.S. Congress
 Cotter                  Cotter Corporation, which is a wholly-owned subsidiary
                          of ComEd.
 DOE                     U.S. Department of Energy
 EEOC                    Equal Employment Opportunity Commission
 EMFs                    Electric and magnetic fields
 FERC                    Federal Energy Regulatory Commission
 Fuel Matters Settlement A settlement relating to the ICC fuel reconciliation
                          proceedings involving ComEd for the period from 1985
                          through 1988 and to future challenges by the settling
                          parties to the prudence of ComEd's western coal costs
                          for the period from 1989 through 1992.
 IBEW                    International Brotherhood of Electrical Workers (AFL-
                          CIO)
 ICC                     Illinois Commerce Commission
 IDNS                    Illinois Department of Nuclear Safety
 Illinois EPA            Illinois Environmental Protection Agency
 Indiana Company         Commonwealth Edison Company of Indiana, Inc., which is
                          a wholly-owned subsidiary of ComEd.
 IPCB                    Illinois Pollution Control Board
 MAIN                    Mid-America Interconnected Network
 MGP                     Manufactured gas plant
 NOPR                    Notice of Proposed Rulemaking issued by the FERC
 NPDES                   National Pollutant Discharge Elimination System
 NPL                     National Priorities List
 NRC                     Nuclear Regulatory Commission
 PCBs                    Polychlorinated biphenyls
 PRPs                    Potentially responsible parties under CERCLA
 Rate Matters Settlement A settlement concerning the proceedings relating to
                          ComEd's 1985 and 1991 ICC rate orders (which orders
                          related to, among other things, the recovery of costs
                          associated with ComEd's four most recently completed
                          nuclear generating units), the proceedings related to
                          the reduction in the difference between ComEd's
                          summer and non-summer residential rates that was
                          effected in the summer of 1988, outstanding issues
                          related to the appropriate interest rate and rate
                          design to be applied to a refund made by ComEd during
                          1990 related to a 1988 ICC rate order, and matters
                          related to a rider to ComEd's rates that it was
                          required to file as a result of the change in the
                          federal corporate income tax rate made by the Tax
                          Reform Act of 1986.
 Rate Order              ICC rate order issued on January 9, 1995, as
                          subsequently modified
 Remand Order            ICC rate order issued in January 1993, as subsequently
                          modified
 SEC                     Securities and Exchange Commission
 Trust                   ComEd Financing I, which is a wholly-owned subsidiary
                          trust of ComEd.
 Unicom                  Unicom Corporation
 Unicom Enterprises      Unicom Enterprises Inc., which is a wholly-owned
                          subsidiary of Unicom.
 Unicom Thermal          Unicom Thermal Technologies Inc., which is a wholly-
                          owned subsidiary of Unicom Enterprises.
 Units                   ComEd's nuclear generating units known as Byron Unit 2
                          and Braidwood Units 1 and 2
 U.S. EPA                U.S. Environmental Protection Agency
 Westinghouse            Westinghouse Electric Corporation
</TABLE>
 
                                       1
<PAGE>
 
               ANNUAL REPORT ON FORM 10-K FOR UNICOM CORPORATION
 
                                     PART I
 
ITEM 1. BUSINESS.
 
GENERAL
 
  Unicom was organized in the state of Illinois on January 28, 1994. On
September 1, 1994, a corporate restructuring took place in which Unicom became
the parent holding company of ComEd and Unicom Enterprises, an unregulated
subsidiary engaged, through a subsidiary, in energy service activities. The
purpose of the restructuring was, in part, to permit Unicom Enterprises to
engage in energy service activities without the prior approval of, or being
regulated by, the ICC, in part to permit timely responses to competitive
activities which could adversely affect ComEd's utility business and in part to
permit Unicom to take advantage of unregulated business opportunities. Unicom's
principal executive offices are located at 10 South Dearborn Street, Post
Office Box A-3005, Chicago, Illinois 60690-3005, and its telephone number is
312/394-7399.
 
  ComEd continues to represent substantially all of the assets, revenues and
net income of Unicom; and Unicom's resources and results of operations are
largely dependent on, and reflect, those of ComEd. Unicom's unregulated
subsidiaries are not expected to make material contributions to Unicom's
revenues or results of operations in the near future. Consequently, the
following discussion focuses on ComEd's utility operations although information
is also provided about Unicom's unregulated operations.
 
 Utility Operations
 
  ComEd is engaged principally in the production, purchase, transmission,
distribution and sale of electricity to a diverse base of residential,
commercial and industrial customers. ComEd was organized in the state of
Illinois on October 17, 1913 as a result of the merger of Cosmopolitan Electric
Company into the original corporation named Commonwealth Edison Company. The
latter had been incorporated on September 17, 1907. ComEd's electric service
territory has an area of approximately 11,540 square miles and an estimated
population of approximately eight million as of December 31, 1994 and 1995. It
includes the city of Chicago, an area of about 225 square miles with an
estimated population of approximately three million from which ComEd derived
approximately one-third of its ultimate consumer revenues in 1995. ComEd had
approximately 3.4 million electric customers at December 31, 1995. ComEd's
principal executive offices are located at 10 South Dearborn Street, Post
Office Box 767, Chicago, Illinois 60690-0767, and its telephone number is
312/394-4321.
 
  ComEd's financial condition will continue to depend on its ability to
generate revenues to cover its costs and to maintain adequate debt and
preferred and preference stock coverages and common stock equity earnings.
ComEd has no significant revenues other than from the sale of electricity. In
December 1995, ComEd announced a cap on base electric rates at current levels.
Consequently, ComEd's financial condition will be affected by, and ComEd's
management is addressing, actions to maintain and increase sales, to control
operating and capital expenditures, and to anticipate competitive activities.
See "Rate Proceedings" and "Business and Competition" below.
 
  During the past several years, ComEd has instituted cost reduction plans
including various workforce reductions. Such efforts included an offer of
voluntary early retirement which was made to ComEd and the Indiana Company
management, non-union and union employees eligible to retire or who became
eligible to retire after December 31, 1993 and before April 1, 1995. Such
program resulted in a charge to income of approximately $20.5 million (after
reflecting income tax effects), substantially all of which was recorded during
1994. ComEd is continuing to examine methods of
 
                                       2
<PAGE>
 
reducing the size of its workforce, including special severance offers. On
October 30, 1995, ComEd declared an impasse in the collective bargaining
agreement negotiations with its principal union and implemented virtually all
of the terms of its last offered proposal prior to the impasse. Those terms
include, among other things, a wage increase retroactive to April 1, 1995 and a
voluntary separation offer for employees who accepted and left ComEd's employ
by year-end 1995. The voluntary separation offer, combined with separation
plans offered to selected groups of non-union employees, resulted in a charge
to income of approximately $59 million (after reflecting income tax effects) or
$0.27 per common share for the year 1995. This charge to income occurred
primarily in the fourth quarter of 1995 when most of the acceptances of the
offers occurred. ComEd expects to recover the costs of these plans within two
years as a result of reduced personnel. On February 20, 1996, ComEd announced
that it had reached agreement with Local 15 of the IBEW with respect to the
terms of a new collective bargaining agreement. See "Employees" below and Notes
13, 14 and 15 of Notes to Financial Statements in Unicom's Current Report on
Form 8-K dated January 26, 1996 and ComEd's Current Report on Form 8-K dated
January 26, 1996 (the "January 26, 1996 Form 8-K Reports").
 
  ComEd has also examined, and is continuing to examine, the possibility of
disposing of one or more of its fossil generating stations to a third party or
parties and entering into a long-term power purchase arrangement. In connection
with such examination, ComEd has solicited and received binding proposals with
respect to such a transaction involving its State Line and Kincaid generating
stations; and it is negotiating with possible purchasers with respect to such
transactions. As presently structured, such transactions would involve a sale
of the generating station assets at a price approximating their book value and
a fifteen-year power purchase arrangement. Any such transactions would be
subject to the negotiation of definitive agreements and regulatory approvals
and are not expected to have a material impact on ComEd's consolidated
financial position or results of operations.
 
  See "Fuel Supply," "Regulation" and "Item 3. Legal Proceedings" herein for
information concerning administrative and legal proceedings and certain other
matters involving ComEd, the Indiana Company and Cotter. The outcome of certain
of the proceedings or matters described or referred to therein, if not
favorable to ComEd and the Indiana Company, could have a material adverse
effect on the future business and operating results of Unicom, ComEd and the
Indiana Company.
 
 Unregulated Operations
 
  Unicom Enterprises is engaged, through its subsidiaries, in energy service
activities which are not subject to utility regulation by state or federal
agencies. Its principal subsidiary, Unicom Thermal, currently provides district
cooling services to office and other buildings from a central location in the
city of Chicago. District cooling involves, in essence, the production of
chilled water at a central location(s) and its circulation to customers'
buildings through a closed circuit of supply and return piping. Such water is
circulated through customers' premises primarily for air conditioning. This
process is used in lieu of self-generated cooling. As a result of the Clean Air
Amendments, the manufacture of CFCs has been curtailed, commencing in January
1996, thereby creating an excellent marketing opportunity for non-CFC based
systems, such as Unicom Thermal's district cooling. Unicom Thermal and the city
of Chicago have entered into a non-exclusive franchise agreement. Unicom
Thermal's first plant began service in May 1995, and sufficient contracts have
been secured to utilize the full capacity of the plant. In January 1996, Unicom
Thermal Technologies Boston, Inc., a subsidiary of Unicom Thermal, became a
minority participant with Boston Edison Technologies Group, Inc. in a venture
to provide district cooling services to office and other buildings in the city
of Boston.
 
NET ELECTRIC GENERATING CAPABILITY
 
  ComEd and the Indiana Company consider their owned (non-summer) generating
capability to be 22,522,000 kilowatts. After deducting summer limitations of
557,000 kilowatts, ComEd and the
 
                                       3
<PAGE>
 
Indiana Company consider their net summer generating capability to be
21,965,000 kilowatts. The net generating capability available for operation at
any time may be less due to regulatory restrictions, fuel restrictions,
efficiency of cooling facilities and generating units being temporarily out of
service for inspection, maintenance, refueling, repairs or modifications
required by regulatory authorities. See "Item 2. Properties."
 
  ComEd's highest peak load experienced to date occurred on August 14, 1995 and
was 19,212,000 kilowatts; and the highest peak load experienced to date during
a winter season occurred on January 18, 1994 and was 14,179,000 kilowatts.
ComEd's kilowatthour sales and generation are generally higher (primarily
during the summer periods but also during the winter periods) when temperature
extremes create demand for either summer cooling or winter heating.
 
CONSTRUCTION PROGRAM
 
 Utility Operations
 
  ComEd and its electric utility subsidiary, the Indiana Company, have a
construction program for the three-year period 1996-98 which consists
principally of improvements to ComEd's and the Indiana Company's existing
nuclear and other electric production, transmission and distribution
facilities. It does not include funds (other than for planning) to add new
generating capacity to ComEd's system. The program, as currently approved by
ComEd, calls for electric plant and equipment expenditures of approximately
$2,784 million (excluding nuclear fuel expenditures of approximately $885
million). It is estimated that such construction expenditures, with cost
escalation computed at 3.5% annually, will be as follows:
 
<TABLE>
<CAPTION>
                                                           1996 1997 1998 TOTAL
                                                           ---- ---- ---- ------
                                                           (MILLIONS OF DOLLARS)
   <S>                                                     <C>  <C>  <C>  <C>
   Production............................................  $451 $385 $426 $1,262
   Transmission and Distribution.........................   392  405  410  1,207
   General...............................................   110  110   95    315
                                                           ---- ---- ---- ------
    Total................................................  $953 $900 $931 $2,784
                                                           ---- ---- ---- ------
                                                           ---- ---- ---- ------
</TABLE>
 
  Such construction program includes the replacement of the steam generators at
ComEd's Braidwood Unit 1 and Byron Unit 1 nuclear generating units, for service
prior to year-end 1999 at a total estimated cost of approximately $470 million.
Approximately $355 million of this estimated cost is included in the
construction expenditures shown above. See "Regulation," subcaption "Nuclear"
for additional information relating to the replacement of the steam generators.
 
  ComEd and the Indiana Company's construction expenditures during 1995 were
approximately $899 million.
 
  ComEd's gross investment in nuclear generating capacity (excluding nuclear
fuel) is approximately $14.2 billion at December 31, 1995, and ComEd expects
that investment to be approximately $14.7 billion by the end of 1998 as a
result of improvements. Gross additions to and retirements from utility
property, excluding nuclear fuel, of ComEd and the Indiana Company for the five
years ended December 31, 1995 were $4,419 million and $458 million,
respectively.
 
  ComEd periodically reviews its projection of probable future demand for
electricity in its service territory. It currently projects an average annual
growth of 2% in annual peak load and 1.75% in annual output through 1999;
thereafter, due in part to implementation of national energy efficiency
standards, ComEd projects long-term average annual growth of 1.75% in annual
peak load and 1.5% in annual output. ComEd's forecasts of peak load indicate a
need for additional resources to meet demand, either through generating
capacity or through equivalent purchased power or demand-side
 
                                       4
<PAGE>
 
management resources, in 1998 and each year thereafter through the year 2000.
The projected resource needs reflect the current planning reserve margin
recommendations of MAIN, the reliability council of which ComEd is a member.
ComEd's forecasts indicate that the need for additional resources during this
period would exist only during the summer months. ComEd does not expect to make
expenditures for additional capacity to the extent the need for capacity can be
met through cost-effective demand-side management resources, non-utility
generation or other power purchases. Based on current market information, ComEd
believes that adequate resources, including cost-effective demand-side
management resources, non-utility generation resources and other-utility power
purchases, could be obtained sufficient to meet forecasted requirements through
the year 2000. If ComEd were to build additional capacity to meet its needs, it
would need to make additional expenditures during the 1996-98 period.
 
  ComEd's construction program will be reviewed and modified as necessary to
adapt to changing economic conditions, rate levels and other relevant factors
including changing business and legal needs and requirements. ComEd cannot
anticipate all such possible needs and requirements. While regulatory needs in
particular are more likely, on balance, to require increases in construction
expenditures than decreases, financial constraints may require compensating or
greater reductions in other construction expenditures. See "Regulation" below
for additional information.
 
  The 1996-98 construction program includes approximately $24 million for
environmental control facilities, of which approximately $9 million, $6 million
and $9 million is budgeted for 1996, 1997 and 1998, respectively. Expenditures
on such facilities were $28 million, $24 million and $16 million during 1993,
1994 and 1995, respectively.
 
  Purchase commitments for ComEd and the Indiana Company, principally related
to construction and nuclear fuel, approximated $1,137 million at December 31,
1995. In addition, ComEd has substantial commitments for the purchase of coal
as indicated in the following table.
 
<TABLE>
<CAPTION>
  CONTRACT                                                PERIOD   COMMITMENT(1)
  --------                                               --------- -------------
<S>                                                      <C>       <C>
Black Butte Coal Co..................................... 1996-2007    $1,011
Decker Coal Co. ........................................ 1996-2015    $  713
Big Horn Coal Co. ...................................... 1998         $   22
Other commitments....................................... 1996         $    3
</TABLE>
--------
(1)Estimated costs in millions of dollars FOB mine. No estimate of future cost
  escalation has been made.
 
For additional information concerning these coal contracts and ComEd's fuel
supply, see "Fuel Supply" below and Notes 1 and 21 of Notes to Financial
Statements in the January 26, 1996 Form 8-K Reports.
 
  ComEd has forecast that internal sources will provide more than three-fourths
of the funds required for ComEd's construction program and other capital
requirements, including nuclear fuel expenditures, contributions to nuclear
decommissioning funds, sinking fund obligations and refinancing of scheduled
debt maturities (the annual sinking fund requirements and scheduled maturities
for ComEd preference stock and long-term debt are summarized in Notes 7 and 9,
respectively, of Notes to Financial Statements in the January 26, 1996 Form 8-K
Reports). The forecast assumes the rate levels reflected in the Rate Order
(described below) remain in effect. See "Rate Proceedings" herein for
additional information.
 
  See Note 1 of Notes to Financial Statements and "Results of Operations,"
subcaption "Other Items" in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the January 26, 1996 Form 8-K Reports
for information concerning AFUDC.
 
                                       5
<PAGE>
 
 Unregulated Operations
 
  Unicom has approved capital expenditures for the years 1996-98 of
approximately $100 million for Unicom Thermal, primarily representing the
construction costs of its district cooling facilities in the city of Chicago.
Construction of its first district cooling facility was completed in May 1995
and cost approximately $30 million. Unicom Thermal began construction on two
additional cooling facilities in 1995. As of December 31, 1995, Unicom
Thermal's purchase commitments, principally related to construction, were
approximately $35 million. Unicom Thermal's construction expenditures during
1995 were approximately $31 million.
 
  Unicom expects to obtain funds to invest in its unregulated subsidiaries
principally from dividends received on its ComEd common stock and from bank
borrowings. While the amount of dividends on ComEd common stock is expected to
be greater than the amount of dividends on Unicom common stock, the
availability of such dividends is dependent on ComEd's financial performance
and cash position. Other forms of financing by ComEd of Unicom or the
unregulated subsidiaries, such as loans or additional equity investments (none
of which is expected), would be subject to the prior approval of the ICC.
 
  Unicom Enterprises has a $200 million credit facility which will expire in
1998, of which $158 million was unused as of February 29, 1996. The credit
facility can be used by Unicom Enterprises to finance investments in
unregulated energy-related businesses and projects, including Unicom Thermal,
and for general corporate purposes. The credit facility is guaranteed by Unicom
and includes certain covenants with respect to Unicom's and Unicom Enterprises'
operations. Interest rates for borrowings under the credit facility are set at
the time of a borrowing and are based on either a prime interest rate or a
floating rate bank index plus a spread which varies with the credit rating of
ComEd's outstanding first mortgage bonds. See Note 10 of Notes to Financial
Statements in Unicom's January 26, 1996 Form 8-K Report for additional
information regarding certain covenants with respect to Unicom's and Unicom
Enterprises' operations.
 
  The foregoing paragraphs in this "Construction Program" section include
forward-looking statements with respect to the future levels of capital and
operation and maintenance expenditures which are necessarily based upon
assumptions regarding estimated costs and availability of materials and
services as well as contingencies. Unforeseen events or conditions may require
changes in the scope of work with consequent changes in the timing and level of
the projected expenditures. In addition, changes in laws and regulations, or
their interpretation and enforcement, can affect the scope of certain projects,
the manner in which they are undertaken and the costs associated therewith.
While ComEd gives consideration to such factors in developing its budgets, such
consideration cannot predict the course of future events or anticipate the
interaction of multiple factors beyond management's control upon project timing
and cost. Consequently, actual results could differ materially from those
described.
 
RATE PROCEEDINGS
 
  ComEd's revenues, net income, cash flows and plant carrying costs have been
affected directly by various rate-related proceedings. During 1993, ComEd was
involved in a number of proceedings concerning its rates. The uncertainties
associated with such proceedings and related issues, among other things, led to
the Rate Matters Settlement and the Fuel Matters Settlement in late 1993 (which
are discussed below).
 
 Settlements Relating to Certain Rate Matters
 
  Under the Rate Matters Settlement, effective as of November 4, 1993, ComEd
reduced its rates by approximately $339 million annually and refunded
approximately $1.26 billion (including revenue
 
                                       6
<PAGE>
 
taxes), plus interest at five percent on the unpaid balance, through
temporarily reduced rates over a refund period which ended in November 1994
(followed by a reconciliation period of five months). ComEd had previously
deferred the recognition of revenues during 1993 as a result of developments in
the proceedings related to a 1991 ICC rate order, which resulted in a reduction
to 1993 net income of approximately $160 million or $0.75 per common share. The
recording of the effects of the Rate Matters Settlement in October 1993 reduced
1993 net income by approximately $292 million or $1.37 per common share, in
addition to the approximately $160 million effect of the deferred recognition
of revenues and after the partially offsetting effect of recording
approximately $269 million or $1.26 per common share in deferred carrying
charges, net of income taxes, authorized in the Remand Order.
 
  Under the Fuel Matters Settlement, effective as of December 2, 1993, ComEd
paid approximately $108 million (including revenue taxes) to its customers
through temporarily reduced collections under its fuel adjustment clause over a
twelve-month period which ended in November 1994. The recording of the effects
of the Fuel Matters Settlement in October 1993 reduced 1993 net income by
approximately $62 million or $0.29 per common share.
 
 Other Rate Matters
 
  On January 9, 1995, the ICC issued its Rate Order in the proceedings relating
to ComEd's February 1994 rate increase request. The Rate Order provides, among
other things, for (i) an increase in ComEd's total revenues of approximately
$301.8 million (excluding add-on revenue taxes) or 5.2%, on an annual basis,
including a $303.2 million increase in base rates, (ii) the collection of
municipal franchise costs as an adder to base rates until May 1, 1995, when
ComEd began collecting such costs prospectively on an individual municipality
basis through a rider, and (iii) the use of a rider, with annual review
proceedings, to pass on to ratepayers increases or decreases in estimated costs
associated with the decommissioning of ComEd's nuclear generating units. See
"Depreciation and Decommissioning" in Note 1 of Notes to Financial Statements
in the January 26, 1996 Form 8-K Reports for information related to the level
of decommissioning cost collections allowed in the Rate Order and subsequent
rider proceedings. The ICC also determined that the Units were 100% "used and
useful" and that the previously determined reasonable costs of such Units, as
depreciated, should be included in full in ComEd's rate base. The rates
provided in the Rate Order became effective on January 14, 1995; however, they
are being collected subject to refund as a result of subsequent judicial
action. As of December 31, 1995, electric operating revenues of approximately
$319 million (excluding revenue taxes) are subject to refund. Intervenors and
ComEd have filed appeals of the Rate Order with the Illinois Appellate Court.
See "Business and Competition" below for additional information regarding
ComEd's announcement of certain customer initiatives in December 1995.
 
FUEL SUPPLY
 
  The kilowatthour generation of ComEd and the Indiana Company for 1995 was
provided from the following fuel sources: nuclear 73%, coal 24% and natural gas
3%.
 
 Nuclear Fuel
 
  ComEd has uranium concentrate inventory, supply contracts and subsidiary
resources sufficient to meet all of its uranium concentrate requirements
through 1997 and portions of its uranium concentrate requirements for periods
beyond 1997. ComEd's contracted conversion services are sufficient to meet all
of its uranium conversion requirements through 1998. All of ComEd's enrichment
requirements have been contracted for through September 1999. Commitments for
fuel fabrication have been obtained for ComEd's nuclear units at least through
1999. ComEd does not anticipate that it will have any difficulty in negotiating
contracts for uranium concentrates, conversion, enrichment and fuel fabrication
services for its remaining requirements.
 
                                       7
<PAGE>
 
  See "Regulation," subcaption "Nuclear" herein for information concerning the
disposal of radioactive waste.
 
 Coal
 
  ComEd burns low sulfur western coal at all its coal-fired stations. ComEd's
present policy is to maintain a coal inventory of at least 30 days of high
utilization. As of February 29, 1996, coal inventories approximated 37 days.
The average cost per ton of coal consumed by ComEd and the Indiana Company for
the years 1993, 1994 and 1995, including transportation charges, was $49.42,
$39.50 and $41.72, respectively.
 
  Compared to other utilities, ComEd has relatively low average fuel costs as a
result of its reliance predominantly on lower cost nuclear generation. ComEd's
coal costs, however, are high compared to those of other utilities. ComEd's
western coal contracts and its rail contracts for delivery of the western coal
provide for the purchase of certain coal at prices substantially above
currently prevailing market prices and ComEd has significant purchase
commitments under its contracts. In addition, as of December 31, 1995, ComEd
had unrecovered fuel costs in the form of coal reserves of approximately $448
million. In prior years, ComEd's commitments for the purchase of coal exceeded
its requirements. Rather than take all the coal it was required to take, ComEd
agreed to purchase the coal in place in the form of coal reserves. For
additional information concerning ComEd's coal purchase commitments, see
"Construction Program," subcaption "Utility Operations" above. For additional
information regarding ComEd's fuel reconciliation proceedings and coal
reserves, see "Fuel Adjustment Clause" below and Notes 1, 2 and 21 of Notes to
Financial Statements in the January 26, 1996 Form 8-K Reports.
 
 Oil and Gas
 
  ComEd's fast-start peaking units use middle distillate oils.  Approximately
half of this capacity can also be fueled with natural gas.  ComEd's 2,698,000
kilowatt Collins station is fueled with natural gas and residual oil.  ComEd
purchases oil and gas in the spot market as needed. The conversion of three of
the five units at Collins station to dual fuel capability (residual oil and
natural gas) was completed during 1994 and a fourth unit is currently being
converted. ComEd has a contract for the delivery and storage of natural gas
from gas pipelines to Collins station which expires in 2003.
 
 Fuel Adjustment Clause
 
  Through its fuel adjustment clause, ComEd recovers from its customers the
cost of the fuel used to generate electricity and of purchased power as
compared to fuel costs included in base rates. The amounts collected under the
fuel adjustment clause are subject to review by the ICC, which, under the
Illinois Public Utilities Act, is required to hold annual public hearings to
reconcile the collected amounts with the actual cost of fuel and power
prudently purchased. In the event that the collected amounts exceed such actual
cost, then the ICC can order that the excess be refunded.
 
  For additional information concerning ComEd's fuel reconciliation proceedings
and coal reserves, see Notes 1 and 2 of Notes to Financial Statements in the
January 26, 1996 Form 8-K Reports.
 
REGULATION
 
  ComEd and the Indiana Company are subject to state and federal regulation in
the conduct of their respective businesses, including the operations of Cotter.
Such regulation includes rates, securities issuance, nuclear operations,
environmental and other matters. Particularly in the cases of nuclear
operations and environmental matters, such regulation can and does affect
operational and
 
                                       8
<PAGE>
 
capital expenditures. ComEd is subject to regulation by the ICC as to rates and
charges, issuance of securities (other than debt securities maturing within
twelve months), service and facilities, classification of accounts,
transactions with affiliated interests as defined in the Illinois Public
Utilities Act and other matters. In addition, the ICC in certain of its rate
orders has exercised jurisdiction over ComEd's environmental control program.
 
  ComEd is subject to the jurisdiction of the FERC with respect to the issuance
of debt securities maturing within twelve months. ComEd is also subject to the
jurisdiction of the FERC and the DOE under the Federal Power Act with respect
to certain other matters, including the sale for resale of electric energy and
the transmission of electric energy in interstate commerce, and to the
jurisdiction of the DOE with respect to the disposal of spent nuclear fuel and
other radioactive wastes.
 
  Unicom is a public utility holding company as defined by the Public Utility
Holding Company Act of 1935 because of its majority ownership of common stock
of ComEd, and ComEd is a public utility holding company as defined in such Act
because of its ownership of the Indiana Company. However, both Unicom and ComEd
are exempt from most provisions of such Act.
 
  The Indiana Company, an "affiliated interest" of ComEd within the meaning of
the Illinois Public Utilities Act, is subject to regulation by the Indiana
Utility Regulatory Commission and to the jurisdiction of the FERC, the DOE and
federal and state of Indiana pollution control and other agencies.
 
 Nuclear
 
  The IDNS has jurisdiction over certain activities in Illinois relating to
nuclear power and safety, and radioactive materials. Effective June 1, 1987,
the IDNS replaced the NRC as the regulator and licensor of certain source, by-
product and special nuclear material in quantities not sufficient to form a
critical mass, including such material contained in various measuring devices
used at fossil-fuel power plants. The IDNS has promulgated regulations which
are substantially similar to the corresponding federal regulations. The IDNS
also has authority to license a low-level radioactive waste disposal facility
and to regulate alternative methods for disposing of materials which contain
only trace amounts of radioactivity.
 
  Under the Nuclear Waste Policy Act of 1982, the DOE is responsible for the
selection and development of repositories for, and the disposal of, spent
nuclear fuel and high-level radioactive waste. ComEd, as required by that Act,
has signed a contract with the DOE to provide for the disposal of spent nuclear
fuel and high-level radioactive waste from ComEd's nuclear generating stations
beginning not later than January 1998; however, this delivery schedule is
expected to be delayed significantly. It is not certain when the DOE will
accept high-level radioactive waste from ComEd and other operators of nuclear
power plants. Significant legislation, in both the House of Representatives and
the Senate, would fundamentally change the nation's spent fuel management
program by creating a federal interim storage facility which could begin
accepting spent nuclear fuel as early as 1998. Delivery to the interim facility
could be accomplished using existing technology. Extended delays in spent
nuclear fuel acceptance by the DOE would lead to ComEd's consideration of
costly storage alternatives. The contract with the DOE requires ComEd to pay
the DOE a one-time fee applicable to nuclear generation through April 6, 1983
of approximately $277 million, with interest to date of payment, and a fee
payable quarterly equal to one mill per kilowatthour of nuclear-generated and
sold electricity after April 6, 1983. As provided for under the contract, ComEd
has elected to pay the one-time fee, with interest, just prior to the first
delivery of spent nuclear fuel to the DOE. The costs incurred by the DOE for
disposal activities will be paid out of fees charged to owners and generators
of spent nuclear fuel and high-level radioactive waste. ComEd has primary
responsibility for the interim storage of its spent nuclear fuel. ComEd's
capability to store spent fuel is more than adequate for some years to come.
Dresden station has spent fuel capacity through the
 
                                       9
<PAGE>
 
year 2001, Zion station has capacity through 2005 and all of the other stations
have capacity through at least 2009. In addition, ComEd is developing on site
dry cask spent fuel storage for Dresden Unit 1 at a budgeted cost of $21
million. The Dresden Unit 1 facility will use existing technology procured to
meet the federal requirements for both storage and transportation of spent
nuclear fuel. Meeting other spent fuel storage requirements beyond the years
stated above could require new and separate storage facilities. The costs for
ComEd's other nuclear units have not been determined.
 
  The federal Low-Level Radioactive Waste Policy Act of 1980 provides that
states may enter into compacts to provide for regional disposal facilities for
low-level radioactive waste and restrict use of such facilities to waste
generated within the region. Between July 1, 1994 and July 1, 1995, there were
no commercial operating sites in the United States for the disposal of low-
level radioactive waste available to ComEd. However, the Barnwell, South
Carolina low-level radioactive waste site was reopened on July 1, 1995 and is
available to ComEd. ComEd has entered into an agreement with the Barnwell site
operator and began shipping waste to Barnwell on August 17, 1995. Illinois has
entered into a compact with the state of Kentucky, which has been approved by
Congress as required by the Waste Policy Act. Neither Illinois nor Kentucky
currently has an operational site, and one is currently not expected to be
operational until after the year 2000. ComEd has temporary on-site storage
capacity at its nuclear generating stations for a limited amount of low-level
radioactive waste. ComEd anticipates the possibility of continuing difficulties
in disposing of low-level radioactive waste. Since the reopening and
availability of the Barnwell site, ComEd continues to reevaluate its options.
 
  ComEd is subject to the jurisdiction of the NRC with respect to its nuclear
generating stations. The NRC regulations control the granting of permits and
licenses for the construction and operation of nuclear generating stations and
subject such stations to continuing review and regulation. The NRC review and
regulatory process covers, among other things, operations, maintenance, and
environmental and radiological aspects of such stations. The NRC may modify,
suspend or revoke licenses and impose civil penalties for failure to comply
with the Atomic Energy Act, the regulations under such Act or the terms of such
licenses.
 
  During 1991 and 1992, the NRC placed ComEd's Zion and Dresden stations,
respectively, on its list of plants to be monitored closely. Although Zion
station was removed from that list in February 1993, Dresden station remains on
the list. In June 1995, the NRC reported that over the past year performance at
Dresden was cyclical, that plant material condition needed to be improved at
Dresden and that a more effective work management system was needed to deal
with the corrective maintenance backlog. In January 1996, the NRC noted
improvement but indicated that certain of the same concerns continue to exist.
The NRC also stated that the effectiveness of the recent improvement efforts
must be sustained. In January 1994, ComEd was notified by the NRC that ComEd's
LaSalle County and Quad-Cities stations were placed on the list of plants with
adverse performance trends. ComEd was informed that the NRC concerns about
LaSalle County station included, among other matters, deficient radiation
worker practices, and that concerns with Quad-Cities station included, among
other matters, deficiencies in the condition of certain station equipment and
the effectiveness of the operators of the units in identifying and responding
to certain operational problems. In February and June 1995, the NRC concluded
that LaSalle County and Quad-Cities, respectively, had arrested the adverse
trends in most areas and "normal" designation has been reestablished.
 
  Because of the age of Zion, Dresden and Quad-Cities stations, ComEd
anticipates continued expenditures in order to improve reliability and to meet
NRC regulatory expectations. Beginning in late 1992, ComEd restructured its
management of its nuclear operations division and since that time has committed
additional resources to the stations' operations. In addition, generating
station availability and performance during a year may be issues in fuel
reconciliation proceedings in
 
                                       10
<PAGE>
 
assessing the prudence of fuel and power purchases during such year. Final ICC
orders have been issued in fuel reconciliation proceedings for years prior to
1994; however, certain intervenors have appealed the ICC order in the 1989 fuel
reconciliation proceedings on issues relating to nuclear station performance.
In 1996, an intervenor filed testimony in the fuel reconciliation proceeding
for 1994 seeking a refund of approximately $90 million relating to nuclear
station performance.
 
  In accordance with a commitment to the NRC, ComEd examined its operating
boiling water nuclear generating units in 1983 to determine the existence or
extent of inter-granular stress corrosion in certain of the large diameter
piping in those units. Inter-granular stress corrosion was discovered in the
Dresden and Quad-Cities units. ComEd replaced the stainless steel piping
susceptible to stress corrosion at Dresden Unit 3. ComEd believes the remedial
actions taken to minimize the impact of stress corrosion cracking on BWR
stainless steel reactor coolant piping have been successfully completed on
Dresden Units 2 and 3, Quad-Cities Units 1 and 2 and LaSalle County Units 1 and
2. Future work on this piping will consist of routine inspections and repairs.
As a result of ComEd's experience with the effects of inter-granular stress
corrosion of stainless steel materials in BWRs, an inspection, repair and
mitigation program of reactor vessel internals has been implemented. This
effort is intended to prevent non-budgeted costs and refueling outage
extensions resulting from unanticipated repairs occurring during a refueling
outage. For 1996, current estimated expenditures for mitigation systems at
Dresden, LaSalle County and Quad-Cities stations are $11.8 million, $6.5
million and $7.1 million, respectively. For 1997, estimated expenditures for
installation of mitigation systems for LaSalle County and Quad-Cities stations
are $1.6 million and $0.6 million, respectively.
 
  ComEd has studied the possibility of having to replace the steam generators
at its Zion station. The initial studies were completed in 1991 and additional
follow-up studies are continuing. Based on the most recent findings, it will
not be necessary on a technical basis to replace the Zion steam generators
until at least the year 2005; however, ComEd is continuing to monitor the
extent of steam generator degradation and is continuing to study the timing and
economics of replacement. ComEd has also studied the replacement of the steam
generators at Byron Unit 1 and Braidwood Unit 1. The studies indicate that,
from a technical standpoint, the steam generators should be replaced and, from
an economic standpoint, the replacements should be performed at the earliest
possible time. The steam generator replacements are currently planned to be
completed prior to year-end 1999. The estimated replacement costs, including
the costs of removal of the existing steam generators, are approximately $235
million for each unit. Approximately $355 million of expenditures is included
in the current 1996-98 construction program, including an increase of
approximately $65 million approved by ComEd's Board of Directors in March 1996
in order to accelerate the planned replacements. The Board also authorized an
increase in certain nuclear operation and maintenance expenditures. See Unicom
and ComEd's Current Report on Form 8-K/A-1 dated March 14, 1996 for additional
information.
 
  ComEd estimates that it will expend approximately $15 billion, excluding any
contingency allowance, for decommissioning costs primarily during the period
from 2007 through 2032. Such costs, which are estimated to aggregate $3.7
billion in current-year (1996) dollars, are expected to be funded by external
decommissioning trusts which ComEd established in compliance with Illinois law
and into which ComEd has been making annual contributions. Future
decommissioning cost estimates may be significantly affected by the adoption of
or changes to NRC regulations as well as changes in the assumptions used in
making such estimates. See Note 1 of Notes to Financial Statements under
"Depreciation and Decommissioning" in the January 26, 1996 Form 8-K Reports for
additional information regarding decommissioning costs.
 
  During the year 1995, civil penalties were imposed on ComEd by the NRC on
four occasions for violations of NRC regulations in amounts aggregating
$300,000. Since January 1, 1996, civil penalties were imposed on ComEd on two
occasions for violations of NRC regulations in amounts aggregating $100,000. To
ComEd's knowledge there are no current enforcement issues outstanding and under
review by the NRC.
 
                                       11
<PAGE>
 
  The uranium mining and milling operations of Cotter are subject to regulation
by the state of Colorado and the NRC.
 
 Environmental
 
  ComEd and the Indiana Company are subject to regulation regarding
environmental matters by the United States and by the states of Illinois,
Indiana, Iowa and, in the case of Cotter, Colorado, and by local jurisdictions
where ComEd and the Indiana Company operate their facilities. The IPCB has
jurisdiction over environmental control in the state of Illinois, which
includes authority to regulate air, water and noise emissions and solid waste
disposal, together with the Illinois EPA, which enforces regulations of the
IPCB and issues permits in connection with environmental control.  The U.S. EPA
administers certain federal statutes relating to such matters. The IPCB has
published a proposed rule under which it would have the power to regulate
radioactive air pollutants under the Illinois Environmental Protection Act and
the Federal Clean Air Act Amendments of 1977.
 
  Air quality regulations, promulgated by the IPCB as well as the Indiana and
Hammond Departments of Environmental Management in accordance with federal
standards, impose restrictions on the emission of particulates, sulfur dioxide,
nitrogen oxides and other air pollutants and require permits from the
respective state and local environmental protection agencies for the operation
of emission sources. Permits authorizing operation of ComEd's fossil-fueled
generating facilities subject to this requirement have been obtained and, where
such permits are due to expire, ComEd has, in a timely manner, filed
applications for renewal or requested extensions of the existing permits.
 
  Under the Federal Clean Water Act, NPDES permits for discharges into
waterways are required to be obtained from the U.S. EPA or from the state
environmental agency to which the permit program has been delegated. Those
permits must be renewed periodically. ComEd and the Indiana Company either have
NPDES permits for all of their generating stations or have pending applications
for such permits under the current delegation of the program to the Illinois
EPA or the Indiana Department of Environmental Management. ComEd is also
subject to the jurisdiction of certain pollution control agencies of the state
of Iowa with respect to the discharge into the Mississippi River from the Quad-
Cities station.
 
  In 1990, the Sierra Club filed suit in the U.S. District Court under Section
505 of the Federal Clean Water Act alleging violations of state of Illinois
water quality standards with respect to thermal effluents at ComEd's Fisk,
Crawford, Will County and Joliet generating stations. In 1991, the Sierra Club
and ComEd reached a settlement of this suit which was also approved by the
Court. Under the settlement, ComEd has agreed to perform an ecological study of
the thermal effluents discharged from the generating stations. Ultimately, this
study, which is scheduled to be completed in April 1996, may determine whether
the installation of closed cycle cooling facilities or operational restrictions
are necessary at one or more of these stations.
 
  The Great Lakes Critical Programs Act of 1990 requires that, following the
issuance of guidance by the U.S. EPA, the states of Illinois and Indiana, among
others, adopt water quality standards, policies and procedures to assure
protection of the water quality of the Great Lakes. Water quality standards and
procedures that the states would be required to adopt are to be based on the
U.S. EPA's final guidance issued on March 13, 1995. ComEd is presently
following state activities to promulgate rules implementing the final guidance,
and assessing the extent to which such may impact certain ComEd facilities.
Ultimately, the new rules may require that ComEd install additional pollution
control equipment or restrict operations at its facilities that discharge,
either directly or indirectly, into Lake Michigan.
 
  The Clean Air Amendments require reductions in sulfur dioxide emissions from
ComEd's Kincaid station. The Clean Air Amendments also bar future utility
sulfur dioxide emissions except to the
 
                                       12
<PAGE>
 
extent utilities hold allowances for their emissions. Allowances which
authorize their holder to emit sulfur dioxide have been issued by the U.S. EPA
based largely on historical levels of sulfur dioxide emissions. These
allowances are transferable and marketable. ComEd's ability to increase
generation in the future to meet expected increased demand for electricity will
depend in part on the ability of ComEd and the Indiana Company to acquire
additional allowances or to reduce emissions below otherwise allowable levels
from their existing generating plants. In addition, the Clean Air Amendments
require studies to determine what controls, if any, should be imposed on
utilities to control air toxic emissions, including mercury. ComEd is currently
burning low sulfur coal at Kincaid station to meet Clean Air Act Phase I
requirements. ComEd will determine future compliance plans for Kincaid station
as necessary.
 
  The Clean Air Amendments also require reductions in nitrogen oxide emissions
from ComEd's and the Indiana Company's fossil fuel generating units. On January
26, 1996, the U.S. EPA issued a final rule exempting existing sources inside
the Chicago ozone non-attainment area from further nitrogen oxide emission
reductions; however, this exemption is limited pending further study of ozone
transport. The Illinois EPA is also considering nitrogen oxide emission
reductions at ComEd generating stations outside the Chicago ozone non-
attainment area also due to ozone transport. Under the Acid Rain program, the
U.S. EPA will prepare nitrogen oxide emission regulations that would apply to
all of ComEd's boilers with a compliance date of January 1, 2000. These
regulations were proposed on January 19, 1996 and include limits for cyclone
and tangentially fired boilers.
 
  CERCLA provides for immediate response and removal actions coordinated by the
U.S. EPA to releases of hazardous substances into the environment and
authorizes the U.S. Government either to clean up sites at which hazardous
substances have created actual or potential environmental hazards or to order
persons responsible for the situation to do so. Under CERCLA, generators and
transporters of hazardous substances, as well as past and present owners and
operators of hazardous waste sites, are made strictly, jointly and severally
liable for the cleanup costs of waste at sites, most of which are listed by the
U.S. EPA on the NPL. These responsible parties can be ordered to perform a
cleanup, can be sued for costs associated with a U.S. EPA directed cleanup, may
voluntarily settle with the U.S. Government concerning their liability for
cleanup costs, or may voluntarily begin a site investigation and site
remediation prior to listing on the NPL under state oversight. Various states,
including Illinois, have enacted statutes which contain provisions
substantially similar to CERCLA. ComEd and its subsidiaries are or are likely
to become parties to proceedings initiated by the U.S. EPA, state agencies
and/or other responsible parties under CERCLA with respect to a number of
sites, including MGP sites, or may voluntarily undertake to investigate and
remediate sites for which they may be liable under CERCLA.
 
  MGPs manufactured gas in Illinois from approximately 1850 to 1950. ComEd
generally did not operate MGPs as a corporate entity but did, however, acquire
MGP sites as part of the absorption of smaller utilities. Approximately half of
these sites were transferred to Northern Illinois Gas Company as part of a
general conveyance in 1954. ComEd also acquired former MGP sites as vacant real
estate on which ComEd facilities have been constructed. To date, ComEd has
identified 44 former MGP sites for which it may be liable for remediation.
ComEd presently estimates that its costs of former MGP site investigation and
remediation will aggregate from $25 million to $150 million in current-year
(1996) dollars. It is expected that the costs associated with investigation and
remediation of former MGP sites will be incurred over a period of approximately
20 to 30 years. Because ComEd is not able to determine the most probable
liability for such MGP costs, in accordance with accounting standards, a
reserve of approximately $25 million was recorded as of December 31, 1995,
which reflects the low end of the range of ComEd's estimate of the liability
associated with former MGP sites. In addition, as of December 31, 1995, a
reserve of $8 million was recorded representing ComEd's estimate of the
liability associated with cleanup costs of remediation sites other than former
MGP sites. Unicom and ComEd presently estimate that ComEd's costs of
investigating and remediating
 
                                       13
<PAGE>
 
the former MGP and other remediation sites pursuant to CERCLA and state
environmental laws will not have a material impact on the financial position or
results of operations of Unicom or ComEd. These cost estimates are based on
currently available information regarding the responsible parties likely to
share in the costs of responding to site contamination, the extent of
contamination at sites for which the investigation has not yet been completed
and the cleanup levels to which sites are expected to have to be remediated.
 
  In 1991, the U.S. Government filed a complaint in U.S. District Court
alleging that ComEd and four other defendants are PRPs for remediation costs
associated with surface, soil and groundwater contamination alleged to have
occurred from the disposal by other persons of hazardous wastes at a site
located near ComEd's Byron station near Byron, Illinois. The U.S. Government
alleges that a portion of the site is owned by ComEd. The U.S. Government is
presently seeking reimbursement from the PRPs for past study and response costs
associated with the site of approximately $7 million. ComEd is currently
pursuing a negotiated settlement and is not actively pursuing cost recovery
from other PRPs at this time.
 
  In 1992, the U.S. EPA notified ComEd and four other companies, including the
site operator, that they were PRPs for the costs associated with the
investigation and removal of contaminated soil at the Elgin Salvage and Supply
site in Elgin, Illinois. In 1993, the U.S. EPA issued an order under Section
106 of CERCLA to ComEd and the other parties to investigate and remove the
contamination from the site. ComEd sent substantial amounts of scrap cable and
other scrap metal to the site. The site investigation and remediation was
completed in March 1995 at a cost of approximately $9 million. The site
operator claims to be unable to fund more than a small share of the removal
costs. Consequently, the other parties have agreed to an interim allocation of
the removal costs. The interim agreement allocates 55% of the removal costs to
ComEd. ComEd and the other PRPs have filed a cost recovery action against the
site operator and the site owners to require that they provide their share of
the remediation costs. ComEd and the site owner are in litigation with several
insurance companies for claims. Also, additional PRPs have responded to
informational requests concerning their potential liability at the site. Their
participation should reduce ComEd's percent allocation of such costs. Some of
ComEd's electrical equipment containing PCBs was sent to scrap and salvage
facilities and, as a result, ComEd may be liable for penalties and for the
costs of cleanup of those facilities.
 
  In 1990, the IPCB replaced existing landfill regulations with new, more
stringent design and performance standards. These regulations are expected to
increase the cost to ComEd for disposal of coal combustion by-products at its
Joliet station. At Joliet, an existing landfill utilized for disposal of coal
ash may require the installation by 1997 of engineered retrofits designed to
protect groundwater. ComEd has requested exemptions from certain of the new
regulations from the IPCB. If its request is denied, then alternative landfill
siting, commercial disposal, or retrofitting of the existing facility could
result in significant increases in disposal expenditures.
 
  The outcome of many of the regulatory proceedings referred to above, if not
favorable, could have a material adverse effect on Unicom and ComEd's future
business and operating results.
 
  An unresolved issue is whether exposure to EMFs may result in adverse health
effects or damage to the environment. EMFs are produced by virtually all
devices carrying or utilizing electricity, including transmission and
distribution lines as well as home appliances. If regulations are adopted
related to EMFs, they could affect the construction and operation of electrical
equipment, including transmission and distribution lines and the cost of such
equipment. ComEd cannot predict the effect on the cost of such equipment or
operations if new regulations related to EMFs are adopted. In the absence of
such regulations, EMFs have nonetheless become an issue in siting facilities
and in other land use contexts. Litigation has been filed in a variety of
locations against a variety of defendants (including ComEd) alleging that the
presence or use of electrical equipment
 
                                       14
<PAGE>
 
has had an adverse effect on the health of persons. If plaintiffs are
successful in litigation of this type and it becomes widespread, the impact on
ComEd and on the electric utility industry is not predictable, but could be
severe.
 
  From time to time, Unicom and its subsidiaries are, or are claimed to be, in
violation of or in default under orders, statutes, rules or regulations
relating to environmental controls and other matters, compliance plans imposed
upon or agreed to by them or permits issued by various state and federal
agencies for the construction or operation of their facilities. Unicom and
ComEd do not believe, so far as they now foresee, that such violations or
defaults will have a material adverse effect on their future business and
operating results, except for events otherwise described in this Annual Report
on Form 10-K, which could have such an effect.
 
EMPLOYEES
 
  The total number of employees of Unicom and its subsidiary companies was
approximately 17,045 (of which approximately 17,025 employees were employed by
ComEd and the Indiana Company) at December 31, 1995. Of that amount,
approximately 9,323 employees of ComEd are represented by the IBEW, Local 15,
and approximately 162 employees of the Indiana Company are represented by the
United Steelworkers of America, Local 12502. Collective bargaining agreements
with the unions expired on March 31, 1995. On October 30, 1995, ComEd declared
an impasse in the collective bargaining agreement negotiations with Local 15 of
the IBEW and implemented virtually all of the terms of its last offered
proposal prior to the impasse. On February 20, 1996, ComEd announced that it
had reached agreement with Local 15 of the IBEW with respect to the terms of a
new collective bargaining agreement. Union members are scheduled to vote on
ratification of the new agreement and ComEd will be notified of the results by
April 10, 1996. Subject to ratification by the union membership, the new
agreement provides, among other things, for a term expiring on September 30,
1997, a retroactive wage increase to April 1, 1995 (substantially all of which
had been accrued on ComEd's books as of December 31, 1995), a further wage
increase of approximately 2.7% effective on April 1, 1996 and a 1.5% wage
increase effective on April 1, 1997. In addition, the agreement provides that
union employees are eligible to receive 1995 and 1996 incentive payments
dependent upon the achievement of certain corporate and individual goals and
reflects the previously implemented voluntary separation offer that was made
for employees who accepted and left ComEd's employ by year-end 1995. For the
term of the agreement, a revision to the provision relative to contracting work
was negotiated which will give ComEd the flexibility needed to maintain
operations following the employee reduction resulting from the voluntary
separation offer, as well as to smooth out the peaks and valleys in the labor
requirements of the business. This flexibility will provide a stable work
environment for ComEd's employees. For additional information regarding the
effects of the previously implemented voluntary separation offer, see
"General," subcaption "Utility Operations" above.
 
  The supplemental agreements covering life insurance, savings and investment
plan, healthcare coverage for medical, dental and vision are effective through
September 30, 1997. In March 1995, the supplemental agreement covering pension
benefits was ratified with an expiration date of September 30, 1999.
 
INTERCONNECTIONS
 
  ComEd has interconnections for the transmission of electricity with Central
Illinois Light Company, Central Illinois Public Service Company, Illinois Power
Company, Indiana Michigan Power Company (a subsidiary of American Electric
Power Company), Interstate Power Company, MidAmerican Energy Company, Northern
Indiana Public Service Company, Wisconsin Electric Power Company and Wisconsin
Power and Light Company for the purpose of exchanging energy and for other
forms of mutual assistance.
 
                                       15
<PAGE>
 
  ComEd and 13 other Midwest power systems are regular members of MAIN (which
also includes ten associate members and three affiliate members). The members
have entered into an agreement to work together to ensure the reliability of
electric power production and transmission throughout the area they serve.
 
FRANCHISES
 
  ComEd's franchises are in general deemed adequate to permit it to engage in
the business it now conducts.
 
  In the city of Chicago, ComEd operates under a nonexclusive electric
franchise ordinance effective January 1, 1992, and continuing in force until
December 31, 2020. ComEd derives approximately one-third of its ultimate
consumer revenues from the city of Chicago.
 
  The electric business outside of the city of Chicago is conducted in
municipalities under nonexclusive franchises and, where required, under
certificates of convenience and necessity granted by the ICC. The following
tabulation summarizes as of December 31, 1995 the expiration dates of the
electric franchises held in 395 of the 396 municipalities outside of the city
of Chicago capable of granting franchises and in which ComEd currently provides
electric service.
 
<TABLE>
<CAPTION>
                                                                      ESTIMATED
                                                         NUMBER OF    AGGREGATE
FRANCHISE EXPIRATION PERIODS                           MUNICIPALITIES POPULATION
----------------------------                           -------------- ----------
<S>                                                    <C>            <C>
1996-2006.............................................        4         108,000
2007-2017.............................................       11          97,000
2018-2028.............................................        3           4,000
2029-2039.............................................        1           *
2040 and subsequent years.............................      373       4,013,000
No stated time limit..................................        3          61,000
</TABLE>
--------
*Less than 1,000 people.
 
BUSINESS AND COMPETITION
 
  The electric utility business has historically been characterized by retail
service monopolies in state or locally franchised service territories.
Investor-owned electric utilities have tended to be vertically integrated with
all aspects of their business subject to pervasive regulation. Although
customers have normally been free to supply their electric power needs through
self-generation, they have not had a choice of electric suppliers and self-
generation has not generally been economical.
 
  The market place in which electric utilities like ComEd operate has become
more competitive as a result of technological and regulatory changes, and
competition is expected to intensify. Self-generation can be economical for
certain customers, depending on how and when they use electricity and other
customer-specific considerations. A number of competitors are currently seeking
to identify and do business with those customers. In addition, suppliers of
other forms of energy are increasingly competing to supply energy needs which
historically were supplied primarily or exclusively by electricity. Also, a
number of electric utilities (including utilities bordering ComEd's service
area) have announced plans to combine, or have combined, to achieve certain
size and operating efficiencies in response to expected changes in the market
place. Finally, both the state and federal regulatory framework under which
ComEd and other electric utilities have operated are under review. In recent
years, there has been increasing debate at the state and federal levels
regarding the structure and regulation of the electric utility industry. In
particular, these discussions have focused on whether certain aspects of the
industry, such as generation, could be more efficiently provided under a more
competitive scheme.
 
                                       16
<PAGE>
 
  A central feature of the current debate over deregulation and changed
regulation in the electric utility industry is the extent to which electric
utilities will be permitted to recover so-called "stranded" or "strandable"
costs incurred to fulfill their duty to serve all of the electricity needs
within their service territories. These costs would be stranded to the extent
that market-based rates would be insufficient to allow for full recovery of the
investments.
 
  ComEd cannot estimate its strandable investment with any degree of accuracy
at this time because of the number of variables involved. ComEd, however, is
taking steps, such as aggressive cost-cutting measures and additional
depreciation, to minimize its potential exposure. The regulatory and
legislative initiatives that ComEd has proposed, described below, contemplate a
full recovery of ComEd's costs to meet its duty to serve.
 
  The Energy Policy Act of 1992 has had a significant effect on companies
engaged in the generation, transmission, distribution, purchase and sale of
electricity. This Act, among other things, expands the authority of the FERC to
order electric utilities to transmit or "wheel" wholesale power for others, and
facilitates the creation of non-utility electric generating companies. In March
1995, the FERC issued a NOPR seeking comments on proposals intended to
encourage a more competitive wholesale electric power market. The NOPR
addresses both open access transmission and stranded cost issues. ComEd is
unable to predict the structure and effect of any rule that the FERC may
ultimately adopt based upon the NOPR.
 
  ComEd is facing increased competition from several non-utility businesses
which seek to provide energy services to users of electricity, especially
larger customers such as industrial, commercial and wholesale customers. Such
suppliers include independent power producers and unregulated energy services
companies. In this regard, natural gas utilities operating in ComEd's service
area have established subsidiary ventures to provide heating, ventilating and
air conditioning services, attempting to attract ComEd's customers. Also,
several utilities in the United States have established unregulated energy
services subsidiaries which pursue business opportunities outside of the
utilities' regular service areas. In addition, cogeneration and energy services
companies have begun soliciting ComEd's customers to provide alternatives to
using ComEd's electricity. ComEd has pursued a number of strategies to retain
its customers. In October 1993, ComEd obtained authority to negotiate special
discount contract rates with new or existing industrial customers for up to a
total of 400 megawatts of added load, where the customers would not have chosen
service from ComEd for the increased load in the absence of discount rates. In
June 1994, ComEd obtained authority, subsequently overturned by the courts, to
negotiate special discount contract rates with up to 25 of its largest
customers, where such contracts would be necessary to retain the customers'
existing load on ComEd's system. In the wake of the Illinois Appellate Court
decision holding that the confidential nature of such contracts violated
applicable state law, ComEd sought and obtained ICC approval for the eleven
contracts that had been negotiated. The Illinois Supreme Court recently denied
ComEd's petition for leave to appeal the Appellate Court's decision. ComEd
continues to use ICC-approved special contracts, where necessary, to prevent
uneconomic by-pass of its system.
 
  Legislation has been passed in Illinois to review the need for changes in the
regulatory framework under which Illinois electric utilities operate. The Joint
Committee on Electric Utility Regulatory Reform was created pursuant to
House/Senate Joint Resolution 21 to develop any legislative reform proposals it
finds necessary. A final legislative proposal is to be delivered by November 8,
1996. ComEd is participating as a member of the Technical Assistance Group. A
bill allowing utilities to submit plans for experimental alternative
regulation, such as price caps or incentive regulation, has been signed by the
Governor of Illinois. On December 11, 1995, ComEd announced a series of
customer initiatives as part of its larger ongoing effort to address the need
to give all customer classes the opportunity to benefit from increased
competition in the electric utility business, while retaining the benefits
(such as reliability) of current regulation and ensuring utilities' cost
recovery for commitments made under the obligation to serve customers. The
initiatives include
 
                                       17
<PAGE>
 
(i) a five-year cap on base electric rates at current levels, (ii) certain
energy monitoring and management programs designed to monitor and control
energy usage, particularly during certain peak periods, (iii) single statement,
or unified, billing for certain multi-site customers, (iv) certain incentives
for manufacturing customers looking to expand operations or to locate in
northern Illinois and (v) market pricing options for up to ten percent of
certain large industrial customers' existing electric energy requirements and
all of their incremental requirements. ComEd anticipates the initiatives will
be fully implemented in 1997 and will reduce its revenues by approximately $42
million annually (including the effects of previously implemented initiatives
and before income tax effects) primarily through changes in energy utilization
and increase its costs by at least $30 million annually (before income tax
effects) through the increase of depreciation charges on its nuclear generating
units. In March 1996, ComEd filed a request for ICC approval of the additional
depreciation initiative. ComEd also continues to consider the possibility of
additional depreciation options. Management expects the financial impact of
these initiatives will be substantially offset by ComEd's cost reduction
efforts and expected growth in its business.
 
  Under ComEd's initiatives, the five-year base rate cap at current levels
became effective in December 1995 and will extend until January 1, 2001. The
rate cap does not affect ComEd's fuel cost or nuclear decommissioning cost
recovery provisions. ComEd's fuel cost variances will continue to be collected
through its fuel adjustment clause, and such collections will continue to be
subject to annual reconciliation proceedings before the ICC. Nuclear
decommissioning cost variances will continue to be collected under a rider that
was approved in the Rate Order, and such rider is intended to allow annual
adjustments in decommissioning cost recoveries from ratepayers as changes in
cost estimates occur. See "Depreciation and Decommissioning" in Note 1 of Notes
to Financial Statements in the January 26, 1996 Form 8-K Reports for additional
information regarding the decommissioning costs rider.
 
  On December 13, 1995, ComEd announced a proposal to amend certain provisions
of the Illinois Public Utilities Act. The proposal would, among other things,
allow Illinois utilities to launch five-year experimental "direct access"
programs, whereby certain customers would have the opportunity to obtain some
of their electric energy requirements from their chosen supplier. If the
proposal is adopted as legislation, such "direct access" programs could begin
as early as 1998; and under the legislation, ComEd announced it would offer
such a program for new or expanded load of three megawatts or greater in its
northern Illinois service territory. Under ComEd's proposal, if such "direct
access" proves workable, and if the ICC finds it to be in the public interest,
the ICC could order it as an option for all electricity consumers in Illinois
starting in 2003. Other Illinois utilities have also initiated both legislative
and regulatory proposals. Both Illinois Power Company and Central Illinois
Light Company have filed proposed retail wheeling experiments with the ICC.
These experiments were approved on March 13, 1996. As structured, they are
limited in scope, size and duration. See "Regulation" and "Regulatory Assets
and Liabilities" in Note 1 of Notes to Financial Statements in the January 26,
1996 Form 8-K Reports.
 
                                       18
<PAGE>
 
EXECUTIVE OFFICERS OF THE REGISTRANT
 
<TABLE>
<CAPTION>
                                                  EFFECTIVE DATE OF ELECTION
     NAME              AGE       POSITION            TO PRESENT POSITION
   --------            --- ---------------------  --------------------------
   <S>                 <C> <C>                    <C>
   James J. O'Connor   59  Chairman and Chief
                            Executive Officer          January 28, 1994
   Leo F. Mullin       53  Vice Chairman               December 1, 1995
   Samuel K. Skinner   57  President                   January 28, 1994
   Donald A. Petkus    54  Senior Vice President       July 11, 1995
   John C. Bukovski    53  Vice President              January 28, 1994
   John T. Costello    47  Vice President              January 24, 1996
   Roger F. Kovack     47  Comptroller                 January 28, 1994
   Dennis F. O'Brien   50  Treasurer                   January 28, 1994
   David A. Scholz     54  Secretary                   January 28, 1994

</TABLE>
 
  The present term of office of each of the above executive officers extends to
the first meeting of Unicom's Board of Directors after the next annual election
of Directors scheduled to be held on May 22, 1996.
 
  Except for Mr. Mullin and Mr. Skinner, each of the above executive officers
has been employed by ComEd for more than five years and, except for Mr. Mullin,
Mr. Petkus and Mr. Costello, by Unicom since January 28, 1994, in executive or
management positions. The business experience of the officers and the prior
positions they have held with ComEd or other companies since January 1, 1991
until their election to the offices indicated above are described below. Mr.
Mullin served as President and Chief Operating Officer of First Chicago
Corporation from November 1993 to July 1995, as Chairman, President and Chief
Executive Officer of American National Bank and Trust Company of Chicago from
April 1991 to November 1993, and as Executive Vice President of First Chicago
Corporation prior to April 1991. Mr. Skinner was General Chairman of the
Republican National Committee from August 1992 to January 1993, Chief of Staff
to the President of the United States from December 1991 to August 1992, and
Secretary of the United States Department of Transportation prior to December
1991. Mr. Petkus was (and continues to be) a Senior Vice President of ComEd
since June 1992, and previously served as Vice President of ComEd. Mr. Petkus
was also elected President of Unicom Thermal effective July 17, 1995. Mr.
Costello was ComEd's Manager of Corporate Relations from July 1995 to January
24, 1996, and prior to that was its Manager of Public Affairs. The following
Unicom officers have held and continue to hold the following positions at ComEd
for at least five years: Mr. O'Connor is Chairman and Chief Executive Officer;
Mr. Bukovski is Vice President; Mr. Kovack is Comptroller; Mr. O'Brien is
Treasurer; and Mr. Scholz is Secretary.
 
  There are no family relationships among the executive officers, directors and
nominees for director of Unicom.
 
                                       19
<PAGE>
 
OPERATING STATISTICS
 
<TABLE>
<CAPTION> 
                                                  YEAR ENDED DECEMBER 31
                                             ----------------------------------
                                                1995        1994        1993
                                             ----------  ----------  ----------
<S>                                          <C>         <C>         <C>
Operating Revenues (thousands of dol-
 lars)(1):
 Residential...............................  $2,621,038  $2,273,763  $2,341,155
 Small commercial and industrial...........   2,073,998   1,917,084   1,962,662
 Large commercial and industrial...........   1,425,784   1,381,251   1,437,680
 Public authorities........................     487,142     452,512     474,034
 Electric railroads........................      26,894      26,179      27,593
 Provisions for revenue refunds--ultimate
  consumers................................         --      (15,909) (1,281,788)
 Sales for resale (net of provisions for
  revenue refunds).........................     207,256     187,147     237,573
 Other revenues............................      67,933      55,494      61,531
                                             ----------  ----------  ----------
    Total..................................  $6,910,045  $6,277,521  $5,260,440
                                             ----------  ----------  ----------
                                             ----------  ----------  ----------
Sales (millions of kilowatthours):
 Residential...............................      23,303      21,376      20,818
 Small commercial and industrial...........      25,313      24,320      23,463
 Large commercial and industrial...........      23,777      23,450      22,917
 Public authorities........................       7,158       6,885       6,741
 Electric railroads........................         390         397         405
 Sales for resale..........................      11,412       8,743      13,417
                                             ----------  ----------  ----------
    Total..................................      91,353      85,171      87,761
                                             ----------  ----------  ----------
                                             ----------  ----------  ----------
Sources of Electric Energy (millions of
 kilowatthours):
 Generation--
  Nuclear..................................      70,261      63,795      70,403
  Fossil...................................      26,231      26,361      23,839
  Fast-start peaking units.................         116          87          24
                                             ----------  ----------  ----------
    Net generation.........................      96,608      90,243      94,266
 Purchased power...........................       2,475       2,071         644
 Company use and losses....................      (7,730)     (7,143)     (7,149)
                                             ----------  ----------  ----------
    Total..................................      91,353      85,171      87,761
                                             ----------  ----------  ----------
                                             ----------  ----------  ----------
Cost of Fuel Consumed (per million Btu):
 Nuclear...................................       $0.52       $0.53       $0.52
 Coal......................................       $2.43       $2.31       $2.89
 Oil.......................................       $3.06       $2.89       $3.03
 Natural gas...............................       $1.85       $2.27       $2.70
 Average all fuels.........................       $1.05       $1.08       $1.15
Peak Load (kilowatts)......................  19,212,000  17,928,000  17,771,000
Number of Customers (at end of year):
 Residential...............................   3,079,381   3,047,354   3,009,508
 Small commercial and industrial...........     288,848     286,793     283,764
 Large commercial and industrial...........       1,539       1,528       1,503
 Public authorities........................      12,039      12,059      12,023
 Electric railroads and resale.............          26          20          19
                                             ----------  ----------  ----------
    Total..................................   3,381,833   3,347,754   3,306,817
                                             ----------  ----------  ----------
                                             ----------  ----------  ----------
Average Annual Revenue Per Residential Cus-
 tomer (excluding light bulb service)......     $852.18     $748.10     $779.54
Average Use Per Residential Customer
 (kilowatthours)...........................       7,598       7,056       6,954
Average Revenue Per Kilowatthour(2):
 Residential (excluding light bulb serv-
  ice).....................................      11.22c      10.60c      11.21c
 Small commercial and industrial...........       8.19c       7.88c       8.36c
 Large commercial and industrial...........       6.00c       5.89c       6.27c
</TABLE>
--------
(1) See "Rate Proceedings" above.
(2) Average revenue per kilowatthour after reflecting provisions for revenue
    refunds and after reflecting revenue refunds and related interest credited
    to customers in 1994 and 1993, respectively, were as follows:
 
<TABLE>
<CAPTION>
                                          1994                             1993
                            -------------------------------- --------------------------------
                                  AFTER DEDUCTIONS FOR             AFTER DEDUCTIONS FOR
                            -------------------------------- --------------------------------
                            PROVISIONS FOR      REVENUE      PROVISIONS FOR      REVENUE
                            REVENUE REFUNDS REFUNDS CREDITED REVENUE REFUNDS REFUNDS CREDITED
                            --------------- ---------------- --------------- ----------------
      <S>                   <C>             <C>              <C>             <C>
      Residential               10.57c           8.22c            8.61c           10.78c
      Small commercial and
       industrial                7.86c           6.43c            6.80c            8.16c
      Large commercial and
       industrial                5.88c           4.76c            5.07c            6.10c
</TABLE>
 
                                      20
<PAGE>
 
ITEM 2. PROPERTIES.
 
  ComEd's electric properties are located in Illinois and the Indiana Company's
electric facilities are located in Indiana.  In management's opinion, ComEd and
the Indiana Company's operating properties are adequately maintained and are
substantially in good operating condition. The electric generating,
transmission, distribution and general facilities of ComEd and the Indiana
Company represent approximately 68%, 9%, 20% and 3%, respectively, of their
gross investment in electric plant and equipment in service.
 
  The electric generating stations, substations and a portion of the
transmission rights of way of ComEd and the Indiana Company are owned in fee.
A significant portion of the electric transmission and distribution facilities
is located over or under highways, streets, other public places or property
owned by others, for which permits, grants, easements or licenses (deemed
satisfactory by ComEd, but without examination of underlying land titles) have
been obtained.  The principal plants and properties of ComEd are subject to the
lien of ComEd's Mortgage dated July 1, 1923, as amended and supplemented, under
which ComEd's first mortgage bonds are issued.
 
  The net generating capability of ComEd and the Indiana Company is derived
from the following electric generating facilities:
 
<TABLE>
<CAPTION>
                                                                  NET GENERATING
                                                                    CAPABILITY
      STATION                                  LOCATION            (KILOWATTS)
      -------                              ----------------       --------------
      <S>                                  <C>                    <C>
      Nuclear--
       Zion                                Zion                      2,080,000
       Dresden                             Near Morris               1,588,000
       Quad-Cities                         Near Cordova              1,183,000(1)
       LaSalle County                      Near Seneca               2,156,000
       Byron                               Near Byron                2,240,000
       Braidwood                           Near Braidwood            2,240,000
      Fossil--
       Collins                             Near Morris               2,698,000
       Powerton                            Near Pekin                1,400,000
       Joliet 6                            Near Joliet                 302,000
       Joliet 7 & 8                        Near Joliet               1,025,000
       Kincaid                             Near Taylorville          1,108,000
       Will County                         Near Lockport             1,092,000
       Waukegan                            Waukegan                    725,000
       Crawford                            Chicago                     542,000
       State Line                          Hammond, Indiana            490,000
       Fisk                                Chicago                     321,000
      Fast-Start Peaking Units(2)          Various                   1,332,000
                                                                    ----------
      Net non-summer generating capability                          22,522,000
      Deduct--Summer limitations                                       557,000
                                                                    ----------
      Net summer generating capability                              21,965,000
                                                                    ----------
                                                                    ----------
</TABLE>
--------
(1) Excludes the 25% undivided interest of MidAmerican Energy Company (formerly
    Iowa-Illinois Gas and Electric Company) in the Quad-Cities station.
(2) Generating units normally designed for use only during the maximum load
    period of a designated time interval. Such units are capable of starting
    and coming on-line quickly.
 
  Major electric transmission lines owned and in service are as follows:
 
<TABLE>
<CAPTION>
      VOLTAGE                                                            CIRCUIT
      (VOLTS)                                                             MILES
      -------                                                            -------
      <S>                                                                <C>
      765,000...........................................................     90
      345,000...........................................................  2,513
      138,000...........................................................  2,709
</TABLE>
 
  ComEd's electric distribution system includes 37,790 pole line miles of
overhead lines and 31,750 cable miles of underground lines.  A total of
approximately 1,318,020 poles are included in ComEd's distribution system, of
which about 589,530 poles are owned jointly with telephone companies.
 
                                       21
<PAGE>
 
ITEM 3. LEGAL PROCEEDINGS.
 
  During 1989 and 1991, actions were brought in federal and state courts in
Colorado against ComEd and Cotter seeking unspecified damages and injunctive
relief based on allegations that Cotter has permitted radioactive and other
hazardous material to be released from its mill into areas owned or occupied by
the plaintiffs resulting in property damage and potential adverse health
effects. In February 1994, a federal jury returned nominal dollar verdicts on
eight bellwether plaintiffs' claims in these cases, which verdicts were upheld
on appeal. The remaining claims in the 1989 actions are the subject of a
settlement agreement entered into by counsel for the plaintiffs and Cotter. If
the settlement agreement is implemented, the 1989 actions will be dismissed.
Although the remaining cases will necessarily involve the resolution of
numerous contested issues of fact and law, Unicom and ComEd's determination is
that these actions will not have a material impact on their financial position
or results of operations.
 
  In 1990, ComEd filed a complaint in the Circuit Court against Westinghouse
and certain of its employees. The complaint alleges that the defendants
knowingly concealed information regarding the durability of the metal used in
the steam generators (a major component of the nuclear steam supply systems) at
ComEd's Zion, Byron and Braidwood stations. The complaint further alleges that
the defects in the steam generators will prevent the plants from maintaining
their full power output through their forty-year design life without costly
remanufacture or replacement of the steam generators. Damages, including
punitive damages, in an unspecified amount are claimed. Westinghouse has filed
a counterclaim against ComEd which seeks recovery of Westinghouse's costs of
defense and damages of approximately $13 million.
 
  Shareholder derivative lawsuits were filed in 1992 and 1993 in the Circuit
Court against current and former directors of ComEd alleging that they breached
their fiduciary duty and duty of care to ComEd in connection with the
management of the activities associated with the construction of ComEd's four
most recently completed nuclear generating units. The lawsuits sought
restitution to ComEd by the defendants for unquantified and undefined losses
and costs alleged to have been incurred by ComEd. Both lawsuits were dismissed
by the Circuit Court and that dismissal was affirmed by the Illinois Appellate
Court. The Illinois Supreme Court declined to review that decision.
 
  A number of complaints have been filed by former employees with the EEOC, and
several lawsuits have been filed by former employees in the U.S. District
Court, alleging that the employees' terminations (which occurred as part of
ComEd's management workforce reductions that were implemented in 1992) involved
discrimination on the basis of age, race, sex, national origin and/or
disabilities, in violation of applicable law. The complainants in these various
cases are seeking, among other things, awards of back pay and lost benefits,
reinstatement, pecuniary damages, and costs and attorneys' fees. Most of these
claims were resolved by settlement in 1995. ComEd does not view the remaining
cases as having a material impact on its financial position or results of
operations.
 
  In July 1995, the Chicago area experienced several consecutive days of
unusually high temperatures coupled with high humidity. Between July 12 and 14,
1995, ComEd experienced record demand for electricity. On July 14, 1995, a fire
in a substation caused a power outage to approximately 40,000 customers. Other
equipment failures in the same general area caused certain of these customers
to be without power for up to 48 hours. In the wake of these power outages,
three class action lawsuits were filed against ComEd seeking recovery of
damages for property losses allegedly suffered. One suit seeks at least $10
million in damages; the others seek unspecified damages. One individual suit
was also filed seeking damages less than $100,000 for property losses.
 
  See "Item 1.  Business," subcaptions "Rate Proceedings," "Fuel Supply--Fuel
Adjustment Clause" and "Regulation" above for information concerning other
legal proceedings.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
  None.
 
                                       22
<PAGE>
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
  ComEd's securities and other securities guaranteed by ComEd are currently
rated by three principal securities rating agencies as follows:
 
<TABLE>
<CAPTION>
                                                                 STANDARD DUFF &
                                                         MOODY'S & POOR'S PHELPS
                                                         ------- -------- ------
   <S>                                                   <C>     <C>      <C>
   First mortgage and secured pollution control bonds..   Baa2     BBB     BBB
   Publicly-held debentures and unsecured pollution
    control obligations................................   Baa3     BBB-    BBB-
   Convertible preferred stock.........................   baa3     BBB-    BBB-
   Preference stock....................................   baa3     BBB-    BBB-
   ComEd-obligated mandatorily redeemable preferred se-
    curities of the Trust..............................   baa3     BBB-    BBB-
   Commercial paper....................................   P-2      A-2     D-2
</TABLE>
 
  As of March 1996, Standard & Poor's rating outlook on ComEd remained stable.
As of October 1995, Moody's rating outlook on ComEd also remained stable. In
August 1995, Duff & Phelps upgraded its rating of ComEd's preferred and
preference stock from BB+ to BBB- and reaffirmed that its rating outlook on
ComEd remained stable.
 
  The above ratings reflect only the views of such rating agencies and each
rating should be evaluated independently of any other rating.  Generally,
rating agencies base their ratings on information furnished to them by the
issuing company and on investigations, studies and assumptions by the rating
agencies.  There is no assurance that any particular rating will continue for
any given period of time or that it will not be changed or withdrawn entirely
if in the judgment of the rating agency circumstances so warrant.  Such ratings
are not a recommendation to buy, sell or hold securities.
 
  The following is a brief summary of the meanings of the above ratings and the
relative rank of the above ratings within each rating agency's classification
system.
 
  Moody's top four long-term debt ratings (Aaa, Aa, A and Baa) are generally
considered "investment grade." Obligations rated Baa are considered as medium
grade obligations, neither highly protected nor poorly secured.  Such
obligations lack outstanding investment characteristics and in fact have
speculative characteristics.  (A numerical modifier in Moody's system shows
relative standing within the principal rating category, with 1 indicating the
high end of that category, 2 the mid-range and 3 the low end.) Standard &
Poor's top four bond ratings (AAA, AA, A and BBB) are generally considered to
describe obligations in which investment characteristics predominate.
Obligations rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Such obligations normally exhibit adequate
protection parameters, but adverse economic conditions or changing
circumstances are more likely to lead to weakened capacity to pay. (A plus or
minus sign in Standard & Poor's system shows relative standing within the major
rating categories.)
 
  Both Moody's and Standard & Poor's preferred stock ratings represent relative
security of dividends.  Moody's top four preferred stock ratings (aaa, aa, a
and baa) are generally considered "investment grade."  Moody's baa rating
describes a medium grade preferred stock, neither highly protected nor poorly
secured.  Standard & Poor's top four preferred stock ratings (AAA, AA, A and
BBB) are generally considered "investment grade."  Standard & Poor's BBB rating
applies to medium grade preferred stock which is below A ("sound") and above BB
("lower grade").
 
  Duff & Phelps' credit rating scale has 17 alphabetical categories, of which
ratings AAA through BBB (with AAA being the highest rating) represent
investment grade securities.  Ratings of BBB+,
 
                                       23
<PAGE>
 
BBB and BBB- represent the lowest category of "investment grade" rating.  This
category describes securities with below average protection factors but which
are considered sufficient for institutional investment. Considerable
variability in risk occurs during economic cycles. Ratings of BB+, BB and BB-
describe below investment grade securities which are deemed likely to meet
obligations when due. Present or prospective financial protection factors of
these securities fluctuate according to industry conditions or company
fortunes.
 
  Moody's P-2 rating of commercial paper is the second highest of three
possible ratings; P-2 describes a strong capacity for repayment of short-term
promissory obligations.  Standard & Poor's rates commercial paper in four basic
categories with A-2 being the second highest category. Duff & Phelps rates
commercial paper in three basic categories, with D-2 indicating the middle
category.
 
  Further explanations of the significance of ratings may be obtained from the
rating agencies.
 
  Additional information required by Item 5 is incorporated herein by reference
to the "Price Range and Cash Dividends Paid Per Share of Common Stock" on page
3 of Unicom's January 26, 1996 Form 8-K Report.
 
ITEM 6. SELECTED FINANCIAL DATA.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
  The information required by Items 6, 7 and 8 is incorporated herein by
reference to the "Summary of Selected Consolidated Financial Data" on page 3,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 4 through 15, and the audited consolidated financial
statements and notes thereto on pages 16 through 44 of Unicom's January 26,
1996 Form 8-K Report and to Unicom's Form 8-K/A-1 Current Report dated March
14, 1996. Reference is also made to "Item 1. Business," subcaptions
"Construction Program," "Regulation" and "Business and Competition" for
additional information.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE.
 
  None.
 
                                       24
<PAGE>
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
  The information required by Item 10 relating to directors and nominees for
election as directors at Unicom's Annual Meeting of shareholders to be held on
May 22, 1996 is incorporated herein by reference to the information under the
heading "Security Ownership of Certain Beneficial Owners and Management" in
Unicom's definitive Proxy Statement (1996 Proxy Statement) to be filed with the
SEC prior to April 29, 1996 pursuant to Regulation 14A under the Securities
Exchange Act of 1934.  The information required by Item 10 relating to
executive officers is set forth in Part I of Unicom's Annual Report on Form 10-
K under "Item 1. Business," subcaption "Executive Officers of the Registrant"
and under the heading "Security Ownership of Certain Beneficial Owners and
Management" of Unicom's 1996 Proxy Statement, which are incorporated herein by
reference.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
  The information required by Item 11 is incorporated herein by reference to
the information labelled "Compensation of Directors" and the paragraphs under
the heading "Executive Compensation" (other than the paragraphs under the
heading "Corporate Governance and Compensation Committee Report on Executive
Compensation") of Unicom's 1996 Proxy Statement.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
  The information required by Item 12 is incorporated herein by reference to
the stock ownership information under the heading "Security Ownership of
Certain Beneficial Owners and Management" in Unicom's 1996 Proxy Statement.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
  None.
 
                                       25
<PAGE>
 
           ANNUAL REPORT ON FORM 10-K FOR COMMONWEALTH EDISON COMPANY
 
                                     PART I
 
ITEM 1. BUSINESS.
 
  See Unicom's "Item 1. Business" (other than the paragraphs under the headings
"General--Unregulated Operations," "Construction Program--Unregulated
Operations" and "Executive Officers of the Registrant"), which is incorporated
herein by this reference.
 
EXECUTIVE OFFICERS OF THE REGISTRANT
 
<TABLE>
<CAPTION>
                                                    EFFECTIVE DATE OF ELECTION
          NAME         AGE         POSITION            TO PRESENT POSITION
   ------------------  --- ------------------------ --------------------------
   <S>                 <C> <C>                      <C>
   James J. O'Connor   59  Chairman and
                            Chief Executive Officer     March 1, 1980
   Leo F. Mullin       53  Vice Chairman                December 1, 1995
   Samuel K. Skinner   57  President                    February 1, 1993
   Thomas J. Maiman    57  Senior Vice President        June 10, 1992
   Robert J. Manning   53  Senior Vice President        June 10, 1992
   Donald A. Petkus    54  Senior Vice President        June 10, 1992
   Cordell Reed        58  Senior Vice President        June 5, 1987
   Michael J. Wallace  48  Senior Vice President        December 9, 1993
   John C. Bukovski    53  Vice President               February 1, 1989
   John T. Costello    47  Vice President               January 24, 1996
   Louis O. DelGeorge  48  Vice President               April 22, 1992
   William H. Downey   51  Vice President               June 10, 1992
   William H. Dunbar,  55                               May 10, 1994
    Jr.                    Vice President
   J. Stanley Graves   59  Vice President               June 5, 1987
   Harold W. Keiser    52  Vice President               December 18, 1995
   Emerson W. Lacey    54  Vice President               November 17, 1992
   Paul D. McCoy       45  Vice President               June 10, 1992
   Robert A. Paul      52  Vice President               January 24, 1994
   J. Stephen Perry    57  Vice President               April 28, 1994
   James A. Small      52  Vice President               July 6, 1993
   Pamela B. Strobel   43  Vice President and
                            General Counsel             June 1, 1993
   Roger F. Kovack     47  Comptroller                  February 1, 1989
   Dennis F. O'Brien   50  Treasurer                    February 1, 1989
   David A. Scholz     54  Secretary                    February 1, 1989
</TABLE>
 
  The present term of office of each of the above executive officers extends to
the first meeting of ComEd's Board of Directors after the next annual election
of Directors scheduled to be held on May 22, 1996.
 
  Each of the above executive officers (except for Messrs. Mullin, Skinner,
Keiser, Paul, Perry and Small and Ms. Strobel) has been employed by ComEd for
more than five years in executive or
 
                                       26
<PAGE>
 
management positions. Messrs. Mullin, Skinner, Keiser, Paul, Perry and Small
and Ms. Strobel have been employed by ComEd for less than five years. Their
business experience from January 1, 1991 until their election to the offices
indicated is as follows: Mr. Mullin served as President and Chief Operating
Officer of First Chicago Corporation from November 1993 to July 1995, as
Chairman, President and Chief Executive Officer of American National Bank and
Trust Company of Chicago from April 1991 to November 1993, and prior to that as
Executive Vice President of First Chicago Corporation; Mr. Skinner was General
Chairman of the Republican National Committee from August 1992 to January 1993,
Chief of Staff to the President of the United States from December 1991 to
August 1992, and Secretary of the United States Department of Transportation
prior to December 1991; Mr. Keiser was employed at Entergy Operations, Inc., as
Executive Vice President and Chief Operating Officer from 1993 to 1995 and,
prior to that, as Senior Vice President of Pennsylvania Power & Light Company;
Mr. Paul was employed by Digital Equipment Corporation in the following
capacities: from 1992 to January 1994 as Corporate Purchasing Manager and,
prior to that, as Corporate Technology and Business Acquisition Manager; Mr.
Perry was employed at Illinois Power Company in the following capacities: from
1992 to April 1994 as Senior Vice President and, prior to that, as Vice
President of Nuclear Operations; Mr. Small was General Manager of Fuel Services
at Georgia Power Company; Ms. Strobel was a partner in the law firm of Sidley &
Austin. Prior to election to the positions shown above, the following officers
held other positions at ComEd: Messrs. Maiman, Manning, Petkus and Wallace were
Vice Presidents; Mr. Costello was Manager of Public Affairs prior to July 1995
and Manager of Corporate Relations thereafter; Mr. DelGeorge was Assistant Vice
President; Mr. Downey was Manager of Marketing and Customer Services; Mr.
Dunbar was Division Vice President--Chicago North prior to December 1992 and
Manager of Quality thereafter; Mr. Lacey was Fossil Engineering and
Construction Manager; and Mr. McCoy was Operating Manager prior to September
1991 and Manager of Transmission and Distribution Operations thereafter.
 
  There are no family relationships among the executive officers, directors and
nominees for director of ComEd.
 
ITEM 2. PROPERTIES.
 
  See Unicom's "Item 2. Properties," which is incorporated herein by this
reference.
 
ITEM 3. LEGAL PROCEEDINGS.
 
  See Unicom's "Item 3. Legal Proceedings," which is incorporated herein by
this reference.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE BY SECURITY HOLDERS.
 
  None.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
  See Unicom's "Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters" (other than the last paragraph thereof), which is
incorporated herein by reference.
 
  Additional information required by Item 5 is incorporated herein by reference
to the "Price Range and Cash Dividends Paid Per Share of Common Stock" on page
3 of ComEd's January 26, 1996 Form 8-K Report.
 
                                       27
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
  The information required by Items 6, 7 and 8 is incorporated herein by
reference to the "Summary of Selected Consolidated Financial Data" on page 3,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 4 through 14, and the audited consolidated financial
statements and notes thereto on pages 15 through 41 of ComEd's January 26, 1996
Form 8-K Report and to ComEd's Form 8-K/A-1 Current Report dated March 14,
1996. Reference is also made to "Item 1. Business," subcaptions "Construction
Program," "Regulation" and "Business and Competition" for additional
information.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE.
 
  None.
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
  The information required by Item 10 relating to directors and nominees for
election as directors at ComEd's Annual Meeting of shareholders to be held on
May 22, 1996 is incorporated herein by reference to information under the
heading "Security Ownership of Certain Beneficial Owners and Management" in
ComEd's definitive Information Statement (1996 Information Statement) to be
filed with the SEC prior to April 29, 1996 pursuant to Regulation 14C under the
Securities Exchange Act of 1934.  The information required by Item 10 relating
to executive officers is set forth in Part I of ComEd's Annual Report on Form
10-K under "Item 1. Business," subcaption "Executive Officers of the
Registrant" and under the heading "Security Ownership of Certain Beneficial
Owners and Management" in ComEd's 1996 Information Statement, which are
incorporated herein by reference.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
  The information required by Item 11 is incorporated herein by reference to
the paragraph labelled "Compensation of Directors" and the paragraphs under the
heading "Executive Compensation" (other than the paragraphs under the heading
"Corporate Governance and Compensation Committee Report on Executive
Compensation") of ComEd's 1996 Information Statement.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
  The information required by Item 12 is incorporated herein by reference to
the stock ownership information under the heading "Security Ownership of
Certain Beneficial Owners and Management" of ComEd's 1996 Information
Statement.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
  None.
 
                                       28
<PAGE>
 
   ANNUAL REPORTS ON FORM 10-K FOR UNICOM CORPORATION AND COMMONWEALTH EDISON
                                    COMPANY
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 
  (A)FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS:
 
<TABLE>
<CAPTION>
                                                                     PAGE OF
                                                                   JANUARY 26,
                                                                   1996 FORM 8-
                                                                     K REPORT
                                                                   ------------
                                                                   UNICOM COMED
                                                                   ------ -----
<S>                                                                <C>    <C>
    The following financial statements are incorporated into the
       Unicom Annual Report on Form 10-K by reference to the indi-
       cated page or pages of Unicom's January 26, 1996 Form 8-K
       Report, and into the ComEd Annual Report on Form 10-K by
       reference to the indicated page or pages of ComEd's January
       26, 1996 Form 8-K Report:
      Report of Independent Public Accountants....................   16    15
      Statements of Consolidated Income for the years 1995, 1994
       and 1993...................................................   17    16
      Consolidated Balance Sheets--December 31, 1995 and 1994..... 18-19  17-18
      Statements of Consolidated Capitalization--December 31, 1995
       and 1994...................................................   20    19
      Statements of Consolidated Retained Earnings for the years
       1995, 1994 and 1993........................................   21    20
      Statements of Consolidated Premium on Common Stock and Other
       Paid-In Capital for the years 1995, 1994 and 1993 .........   NA    20
      Statements of Consolidated Cash Flows for the years 1995,
       1994 and 1993..............................................   22    21
      Notes to Financial Statements............................... 23-44  22-41
</TABLE>
 
<TABLE>
<CAPTION>
                                                                       ANNUAL
                                                                     REPORT ON
                                                           PAGE OF   FORM 10-K
                                                             THIS   ------------
                                                           DOCUMENT UNICOM COMED
                                                           -------- ------ -----
<S>                                                        <C>      <C>    <C>
    The following supplemental schedules are included in
     the indicated Annual Report on Form 10-K:
      Report of Independent Public Accountants on
       Supplemental Schedule..............................    37      x
      Report of Independent Public Accountants on
       Supplemental Schedule..............................    38             x
      Schedule II--Valuation and Qualifying Accounts for
                 each of the three years in the period
                 ended
                 December 31, 1995........................    39      x      x
</TABLE>
 
      The following schedules are omitted as not applicable or not required
    under rules of Regulation S-X: I, III, IV and V.
 
                                       29
<PAGE>
 
    The individual financial statements and schedules of ComEd's
  nonconsolidated wholly-owned subsidiaries have been omitted from Unicom's
  and ComEd's Annual Report on Form 10-K because the investments are not
  material in relation to ComEd's financial position or results of
  operations. As of December 31, 1995, the assets of the nonconsolidated
  subsidiaries in the aggregate approximated 1% of ComEd's consolidated
  assets and for the year 1995 annual revenues of the nonconsolidated
  subsidiaries in the aggregate were less than 1% of ComEd's consolidated
  annual revenues.
 
    The following exhibits are filed with the indicated Annual Report on Form
  10-K or incorporated therein by reference.  Documents indicated by an
  asterisk (*) are incorporated by reference to the File No. indicated.
  Documents indicated by a plus sign (+) identify management contracts or
  compensatory plans or arrangements.
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------  -------------------------------------------------   ------ -----
     <C>       <S>                                                 <C>    <C>
     *(3)-1    Articles of Incorporation of Unicom effective
                January 28,
                1994. (File No. 1-11375, Form 10-K for the year
                ended
                December 31, 1994, Exhibit (3)-1).                  x
     *(3)-2    Restated Articles of Incorporation of ComEd ef-
                fective February 20, 1985, including Statements
                of Resolution Establishing Series, relating to
                the establishment of three new series of ComEd
                preference stock known as the "$9.00 Cumulative
                Preference Stock," the "$6.875 Cumulative Pref-
                erence Stock" and the "$2.425 Cumulative Prefer-
                ence Stock." (File No. 1-1839, Form 10-K for the
                year ended December 31, 1994, Exhibit (3)-2).              x
      (3)-3    By-Laws of Unicom Corporation, effective January
                28, 1994 as amended through December 13, 1995.      x
      (3)-4    By-Laws of Commonwealth Edison Company, effective
                September 2, 1988 as amended through December
                13, 1995.                                                  x
     *(4)-1    Mortgage of ComEd to Illinois Merchants Trust
                Company, Trustee (Continental Illinois National
                Bank and Trust Company of Chicago, successor
                Trustee), dated July 1, 1923, Supplemental In-
                denture thereto dated August 1, 1944, and amend-
                ments and supplements thereto dated, respective-
                ly, August 1, 1946, April 1, 1953, April 1,
                1966, November 1, 1966, December 1, 1966, March
                31, 1967, April 1, 1967, February 1, 1968, July
                1, 1968, October 1, 1968, February 28, 1969, May
                29, 1970, January 1, 1971, June 1, 1971, May 31,
                1972, June 1, 1973, June 15, 1973, October 15,
                1973, May 31, 1974, July 1, 1974, June 13, 1975,
                May 28, 1976, January 15, 1977, June 1, 1977 and
                June 3, 1977 (File No. 2-60201, Form S-7, Ex-
                hibit 2-1).                                                x
     *(4)-2    Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, December 1, 1977, May
                17, 1978, August 31, 1978, June 18, 1979, June
                20, 1980, April 16, 1981, April 30, 1982, April
                15, 1983, April 13, 1984, March 1, 1985 and
                April 15, 1985 (File No. 2-99665, Form S-3, Ex-
                hibit (4)-3).                                              x
     *(4)-3    Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, April 15, 1986 and May
                1, 1986 (File No. 33-6879, Form S-3, Exhibit
                (4)-9).                                                    x
</TABLE>
 
 
                                       30
<PAGE>
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------  -------------------------------------------------   ------ -----
     <C>       <S>                                                 <C>    <C>
     *(4)-4    Supplemental Indenture to Mortgage dated July 1,
                1923 dated January 12, 1987 (File No. 33-13193,
                Form S-3, Exhibit (4)-6).                                  x
     *(4)-5    Supplemental Indenture to Mortgage dated July 1,
                1923 dated June 30, 1989 (File No. 33-32929,
                Form S-3, Exhibit (4)-11).                                 x
     *(4)-6    Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, February 15, 1990 and
                June 15, 1990 (File No. 33-38232, Form S-3, Ex-
                hibits (4)-11 and (4)-12).                                 x
     *(4)-7    Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, June 1, 1991, October
                1, 1991 and October 15, 1991 (File No. 33-44018,
                Form S-3, Exhibits (4)-12, (4)-13 and (4)-14).             x
     *(4)-8    Supplemental Indenture to Mortgage dated July 1,
                1923 dated February 1, 1992 (File No. 1-1839,
                Form 10-K for the year ended December 31, 1991,
                Exhibit (4)-18).                                           x
     *(4)-9    Supplemental Indenture to Mortgage dated July 1,
                1923 dated May 15, 1992 (File No. 33-48542, Form
                S-3, Exhibit (4)-14).                                      x
     *(4)-10   Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, July 15, 1992, Septem-
                ber 15, 1992 and October 1, 1992 (File No. 33-
                53766, Form S-3, Exhibits (4)-13, (4)-14 and
                (4)-15).                                                   x
     *(4)-11   Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, February 1, 1993 and
                March 1, 1993 (File No. 1-1839, Form 10-K for
                the year ended December 31, 1992, Exhibits (4)-
                14 and (4)-15).                                            x
     *(4)-12   Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, April 1, 1993 and
                April 15, 1993 (File No. 33-64028, Form S-3, Ex-
                hibits (4)-12 and (4)-13).                                 x
     *(4)-13   Supplemental Indentures to Mortgage dated July 1,
                1923 dated, respectively, June 15, 1993 and July
                1, 1993 (File No. 1-1839, Form 8-K dated May 21,
                1993, Exhibits (4)-1 and (4)-2).                           x
     *(4)-14   Supplemental Indenture to Mortgage dated July 1,
                1923 dated July 15, 1993 (File No. 1-1839, Form
                10-Q for the quarter ended June 30, 1993, Ex-
                hibit (4)-1).                                              x
     *(4)-15   Supplemental Indenture to Mortgage dated July 1,
                1923 dated January 15, 1994 (File No. 1-1839,
                Form 10-K for the year ended December 31, 1993,
                Exhibit (4)-15).                                           x
     *(4)-16   Supplemental Indenture to Mortgage dated July 1,
                1923 dated December 1, 1994 (File No. 1-1839,
                Form 10-K for the year ended December 31, 1994,
                Exhibit (4)-16).                                           x
     *(4)-17   Indentures of ComEd to The First National Bank of
                Chicago, Trustee (Harris Trust and Savings Bank,
                successor Trustee), dated April 1, 1949, October
                1, 1949, October 1, 1950, October 1, 1954, Janu-
                ary 1, 1958, January 1, 1959 and December 1,
                1961 (File No. 1-1839, Form 10-K for the year
                ended December 31, 1982, Exhibit (4)-20).                  x
</TABLE>
 
 
                                       31
<PAGE>
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------  -------------------------------------------------   ------ -----
     <C>       <S>                                                 <C>    <C>
     *(4)-18   Indenture of ComEd dated February 15, 1973 to The
                First National Bank of Chicago, Trustee (LaSalle
                National Bank, successor Trustee), and Supple-
                mental Indenture thereto dated July 13, 1973
                (File No. 2-66100, Form S-16, Exhibit (b)-2).              x
     *(4)-19   Indenture dated as of September 1, 1987 between
                ComEd and Citibank, N.A., Trustee relating to
                Notes (File No. 33-20619, Form S-3, Exhibit (4)-
                13).                                                       x
     *(4)-20   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated September 15, 1987 (File No.
                33-20619, Form S-3, Exhibit (4)-14).                       x
     *(4)-21   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated May 18, 1988 (File No. 33-
                23036, Form S-3, Exhibit (4)-14).                          x
     *(4)-22   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated July 14, 1989 (File No. 33-
                32929, Form S-3, Exhibit (4)-16).                          x
     *(4)-23   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated April 1, 1991 (File No. 33-
                44018, Form S-3, Exhibit (4)-21).                          x
     *(4)-24   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated April 15, 1992 (File No. 33-
                48542, Form S-3, Exhibit
                (4)-22).                                                   x
     *(4)-25   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated July 15, 1992 (File No. 33-
                53766, Form S-3, Exhibit (4)-24).                          x
     *(4)-26   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated October 15, 1993 (File No. 1-
                1839, Form 10-Q for the quarter ended September
                30, 1993, Exhibit (4)-1).                                  x
     *(4)-27   Supplemental Indenture to Indenture dated Septem-
                ber 1, 1987 dated April 1, 1994 (File No. 1-
                1839, Form 10-Q for the quarter ended March 31,
                1994, Exhibit (4)-1).                                      x
      (4)-28   Instrument of Resignation, Appointment and Ac-
                ceptance dated January 31, 1996, under the pro-
                visions of the Mortgage dated July 1, 1923, and
                Indentures Supplemental thereto.                           x
      (4)-29   Instrument dated as of January 31, 1996, for
                trustee under the Mortgage dated July 1, 1923
                and Indentures Supplemental thereto.                       x
     *(4)-30   Credit Agreement dated as of October 1, 1991,
                among Commonwealth Edison Company, as borrower,
                the Banks named therein and the other Lenders
                from time to time parties thereto, and Citibank,
                N.A. (File No. 1-1839, Form 10-K for the year
                ended December 31, 1991, Exhibit (4)-27).                  x
</TABLE>
 
 
                                       32
<PAGE>
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------  -------------------------------------------------   ------ -----
     <C>       <S>                                                 <C>    <C>
     *(4)-31   Credit Agreement dated as of October 1, 1991,
                among Commonwealth Edison Company, as borrower,
                the Banks named therein and the other Lenders
                from time to time parties thereto, and Citibank,
                N.A. (File No. 1-1839, Form 10-K for the year
                ended December 31, 1991, Exhibit (4)-28).                  x
     *(4)-32   Letter Agreement dated as of October 4, 1993,
                among Commonwealth Edison Company and certain of
                the Banks party to the Credit Agreement dated as
                of October 1, 1991 (File No. 1-1839, Form 10-K
                for the year ended December 31, 1993, Exhibit
                (4)-28).                                                    x
     *(4)-33   Term Loan Agreement dated as of January 7, 1992,
                between Commonwealth Edison Company, as borrow-
                er, and The First National Bank of Chicago, in-
                dividually and as agent (File No. 1-1839, Form
                10-K for the year ended December 31, 1992, Ex-
                hibit (4)-28).                                              x
     *(4)-34   First Amendment to Term Loan Agreement dated as
                of January 9, 1995, by and among Commonwealth
                Edison Company, The First National Bank of Chi-
                cago, individually and as agent, and the banks
                party thereto (File No. 1-1839, Form 10-K for
                the year ended December 31, 1994, Exhibit (4)-
                32).                                                        x
     *(4)-35   Term Loan Agreement dated as of January 15, 1992,
                between Commonwealth Edison Company, as borrow-
                er, and Westpac Banking Corporation, Chicago
                Branch, individually and as agent (File No. 1-
                1839, Form 10-K for the year ended December 31,
                1992, Exhibit (4)-29).                                      x
     *(4)-36   Term Loan Agreement dated as of January 16, 1992,
                between Commonwealth Edison Company, as borrow-
                er, and The Bank of New York, individually and
                as agent (File No. 1-1839, Form 10-K for the
                year ended December 31, 1992, Exhibit (4)-29).              x
     *(4)-37   Credit Agreement dated as of November 22, 1994,
                among Unicom Enterprises Inc., the Banks Named
                Therein and Citibank, N.A. (File No. 1-11375,
                Form 10-K for the year ended December 31, 1994,
                Exhibit (4)-35).                                     x
     *(4)-38   Guaranty dated November 22, 1994, by Unicom Cor-
                poration in favor of the Lenders and LC Banks
                parties to the aforementioned Credit Agreement
                with Unicom Enterprises Inc. (File No. 1-11375,
                Form 10-K for the year ended December 31, 1994,
                Exhibit (4)-36).                                     x
     *(4)-39   Guaranty dated November 22, 1994, by Unicom Cor-
                poration in favor of Citibank, N.A. (File No. 1-
                11375, Form 10-K for the year ended December 31,
                1994, Exhibit (4)-37).                               x
     *(10)-1   Nuclear Fuel Lease Agreement dated as of November
                23, 1993, between CommEd Fuel Company, Inc., as
                Lessor, and Commonwealth Edison Company, as Les-
                see (File No. 1-1839, Form 10-K for the year
                ended December 31, 1993, Exhibit (10)-1).                   x
</TABLE>
 
 
                                       33
<PAGE>
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                 DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------   -------------------------------------------------   ------ -----
     <C>        <S>                                                 <C>    <C>
     +*(10)-2   Unicom Corporation Long-Term Incentive Plan (File
                 No. 1-1839, ComEd Proxy Statement dated March
                 26, 1993, Exhibit A).                                x
     +*(10)-3   Amendment to Unicom Corporation Long-Term Incen-
                 tive Plan, effective September 1, 1994 (File No.
                 33-56991, Form S-8, Exhibit (4)-4).                  x
     +*(10)-4   1994 Long-Term Performance Unit Award for Execu-
                 tive and Group Level Employes Payable in 1996
                 under the 1993 Long-Term Incentive Plan (File
                 No. 1-1839, Form 10-K/A-1 for the year ended De-
                 cember 31, 1993, Exhibit (10)-4).                    x      x
     +*(10)-5   1994 Long-Term Performance Unit Award for Execu-
                 tive and Group Level Employes Payable in 1997
                 under the 1993 Long-Term Incentive Plan (File
                 No. 1-1839, Form 10-K/A-1 for the year ended De-
                 cember 31, 1993, Exhibit (10)-5).                    x      x
     + (10)-6   1995 Long-Term Performance Unit Award for Execu-
                 tive and Group Level Employees Payable in 1998
                 under the Unicom Corporation Long-Term Incentive
                 Plan, as amended.                                    x      x
     +*(10)-7   1995 Variable Compensation Award for Management
                 Employees under the Unicom Corporation Long-Term
                 Incentive Plan (File Nos. 1-11375 and 1-1839,
                 Form 10-K for the year ended December 31, 1994,
                 Exhibit (10)-7).                                     x      x
     +*(10)-8   1995 Award to Mr. O'Connor and Mr. Skinner under
                 the Unicom Corporation Long-Term Incentive Plan
                 (File Nos. 1-11375 and 1-1839, Form 10-K for the
                 year ended December 31, 1994, Exhibit (10)-8).       x      x
     + (10)-9   1996 Long-Term Performance Unit Award for Execu-
                 tive and Group Level Employees Payable in 1999
                 under the Unicom Corporation Long-Term Incentive
                 Plan.                                                x      x
     + (10)-10  1996 Variable Compensation Award for Management
                 Employees under the Unicom Corporation Long-Term
                 Incentive Plan.                                      x      x
     + (10)-11  1996 Award to Mr. O'Connor, Mr. Mullin and Mr.
                 Skinner under the Unicom Corporation Long-Term
                 Incentive Plan.                                      x      x
     + (10)-12  Unicom Corporation Deferred Compensation Unit
                 Plan, as amended.                                    x      x
     +*(10)-13  Deferred Compensation Plan (included in Article
                 Five of Exhibit (3)-2 above).                               x
     +*(10)-14  Management Incentive Compensation Plan, effective
                 January 1, 1989 (File No. 1-1839, Form 10-K for
                 the year ended December 31, 1988, Exhibit (10)-
                 4).                                                         x
     +*(10)-15  Amendments to Management Incentive Compensation
                 Plan, dated December 14, 1989 and March 21, 1990
                 (File No. 1-1839, Form 10-K for the year ended
                 December 31, 1989, Exhibit (10)-5).                         x
</TABLE>
 
 
                                       34
<PAGE>
 
<TABLE>
<CAPTION>

      EXHIBIT
      NUMBER                  DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------    -------------------------------------------------   ------ -----
     <C>         <S>                                                 <C>    <C>
     +*(10)-16   Amendment to Management Incentive Compensation
                  Plan, dated March 21, 1991 (File No. 1-1839,
                  Form 10-K for the year ended December 31, 1991,
                  Exhibit (10)-6).                                            x
     + (10)-17   Retirement Plan for Directors, effective Septem-
                  ber 1, 1994, as amended through May 24, 1995.        x
     + (10)-18   Retirement Plan for Directors, effective January
                  1, 1987, as amended through May 24, 1995.                   x
     + (10)-19   Unicom Corporation Outside Director Stock Award
                  Plan as amended.                                     x
     +*(10)-20   Executive Group Life Insurance Plan (File No. 1-
                  1839, Form 10-K for the year ended December 31,
                  1980, Exhibit (10)-3).                                      x
     +*(10)-21   Amendment to the Executive Group Life Insurance
                  Plan (File No. 1-1839, Form 10-K for the year
                  ended December 31, 1981, Exhibit (10)-4).                   x
     +*(10)-22   Amendment to the Executive Group Life Insurance
                  Plan dated December 12, 1986 (File No. 1-1839,
                  Form 10-K for the year ended December 31, 1986,
                  Exhibit (10)-6).                                            x
     +*(10)-23   Amendment of Executive Group Life Insurance Plan
                  to implement program of "split dollar life in-
                  surance" dated December 13, 1990 (File No. 1-
                  1839, Form 10-K for the year ended December 31,
                  1990, Exhibit (10)-10).                                     x
     +*(10)-24   Commonwealth Edison Company Supplemental Manage-
                  ment Retirement Plan (File No. 1-1839, Form 10-K
                  for the year ended December 31, 1985, Exhibit
                  (10)-6).                                                    x
     +*(10)-25   Amendment of Executive Group Life Insurance Plan
                  to stabilize the death benefit applicable to
                  participants dated July 22, 1992 (File No. 1-
                  1839, Form 10-K for the year ended December 31,
                  1992, Exhibit (10)-13).                                     x
     +*(10)-26   Letter Agreement dated December 16, 1992 between
                  Commonwealth Edison Company and Samuel K. Skinner
                  (File No. 1-1839, Form 10-K for the year ended
                  December 31, 1992, Exhibit (10)-14).                        x
     + (10)-27   Amendment dated May 31, 1995 to Letter Agreement
                  dated December 16, 1992 between Commonwealth Ed-
                  ison Company and Samuel K. Skinner.                         x
     + (10)-28   Letter Agreement dated November 14, 1995 between
                  Commonwealth Edison Company and Leo F. Mullin.              x
     +*(10)-29   Commonwealth Edison Company Excess Benefit Sav-
                  ings Plan (File No. 1-1839, Form 10-Q for the
                  quarter ended June 30, 1994, Exhibit (10)-2).               x
     + (10)-30   Amendment No. 1 to Commonwealth Edison Company
                  Excess Benefit Savings Plan dated May 24, 1995.             x
     + (10)-31   Unicom Corporation Stock Bonus Deferral Plan.         x      x
                                                              
</TABLE>
 
 
                                       35
<PAGE>
 
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                DESCRIPTION OF DOCUMENT                UNICOM COMED
      -------  -------------------------------------------------   ------ -----
     <C>       <S>                                                 <C>    <C>
     (12)      Statement re computation of ratios of earnings to
                fixed charges and ratios of earnings to fixed
                charges and preferred and preference stock divi-
                dend requirements for ComEd.                               x
     (21)-1    Subsidiaries of Unicom Corporation.                  x
     (21)-2    Subsidiaries of Commonwealth Edison Company.                x
     (23)-1    Consent of experts for Unicom Corporation.           x
     (23)-2    Consent of experts for Commonwealth Edison Compa-
                ny.                                                        x
     (24)-1    Powers of attorney of Directors whose names are
                signed to the Unicom Corporation Annual Report
                on Form 10-K pursuant to such powers.               x
     (24)-2    Powers of attorney of Directors whose names are
                signed to the Commonwealth Edison Company Annual
                Report on Form 10-K pursuant to such powers.               x
     (99)-1    Unicom Corporation's Current Report on Form 8-K
                dated January 26, 1996.                             x
     (99)-2    Commonwealth Edison Company's Current Report on
                Form 8-K dated January 26, 1996.                           x
</TABLE>
 
    Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Unicom and ComEd
    hereby agree to furnish to the SEC, upon request, any instrument
    defining the rights of holders of long-term debt of ComEd not filed as
    an exhibit herein. No such instrument authorizes securities in excess
    of 10% of the total assets of ComEd.
 
  (B) REPORTS ON FORM 8-K:
 
    A Current Report on Form 8-K dated December 11, 1995 was filed by Unicom
  and ComEd to describe ComEd's announcement of a series of customer
  initiatives.
 
    A Current Report on Form 8-K dated December 13, 1995 was filed by Unicom
  and ComEd to describe ComEd's announcement of a proposal to amend certain
  provisions of the Illinois Public Utilities Act.
 
                                       36
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                            ON SUPPLEMENTAL SCHEDULE
 
To Unicom Corporation:
 
  We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Unicom Corporation and subsidiary
companies incorporated by reference in this Annual Report on Form 10-K, and
have issued our report thereon dated January 26, 1996.
 
  Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed on page 29, Item
14.(a), is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
 
                                          Arthur Andersen LLP
Chicago, Illinois
January 26, 1996
 
 
                                       37
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                            ON SUPPLEMENTAL SCHEDULE
 
To Commonwealth Edison Company:
 
  We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Commonwealth Edison Company and
subsidiary companies incorporated by reference in this Annual Report on Form
10-K, and have issued our report thereon dated January 26, 1996.
 
  Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed on page 29, Item
14.(a), is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
 
                                          Arthur Andersen LLP
Chicago, Illinois
January 26, 1996
 
 
                                       38
<PAGE>
 
                                                                     SCHEDULE II
 
 
                  UNICOM CORPORATION AND SUBSIDIARY COMPANIES
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                             (THOUSANDS OF DOLLARS)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
          COLUMN A            COLUMN B      COLUMN C        COLUMN D     COLUMN E
----------------------------  --------- ------------------ ----------    --------
                                            ADDITIONS
                                        ------------------
                               BALANCE  CHARGED
                                 AT     TO COSTS  CHARGED                BALANCE
                              BEGINNING   AND     TO OTHER                AT END
         DESCRIPTION           OF YEAR  EXPENSES  ACCOUNTS DEDUCTIONS    OF YEAR
----------------------------  --------- --------  -------- ----------    --------
<S>                           <C>       <C>       <C>      <C>           <C>
FOR THE YEAR ENDED DECEMBER
          31, 1993
----------------------------
Reserve Deducted From Assets
 in Consolidated Balance
 Sheet:
 Provision for uncollectible
  accounts (a)..............   $12,976  $(2,066)   $  --    $    --      $10,910
                               =======  =======    ======   ========     =======
Other Reserves:
 Estimated liabilities asso-
  ciated with remediation
  costs and former manufac-
  tured gas plant sites.....   $24,522  $ 6,020    $  --    $ (1,020)(b) $29,522
                               =======  =======    ======   ========     =======
 Accumulated provision for
  injuries and damages......   $64,512  $13,963    $7,795   $(29,536)(c) $56,734
                               =======  =======    ======   ========     =======
FOR THE YEAR ENDED DECEMBER
          31, 1994
----------------------------
Reserve Deducted From Assets
 in Consolidated Balance
 Sheet:
 Provision for uncollectible
  accounts (a)..............   $10,910  $  (190)   $  --    $    --      $10,720
                               =======  =======    ======   ========     =======
Other Reserves:
 Estimated liabilities asso-
  ciated with remediation
  costs and former manufac-
  tured gas plant sites.....   $29,522  $ 5,039    $  --    $ (2,039)(b) $32,522
                               =======  =======    ======   ========     =======
 Accumulated provision for
  injuries and damages......   $56,734  $20,270    $7,802   $(29,494)(c) $55,312
                               =======  =======    ======   ========     =======
FOR THE YEAR ENDED DECEMBER
          31, 1995
----------------------------
Reserve Deducted From Assets
 in Consolidated Balance
 Sheet:
 Provision for uncollectible
  accounts (a)..............   $10,720  $ 1,108    $  --    $    --      $11,828
                               =======  =======    ======   ========     =======
Other Reserves:
 Estimated liabilities asso-
  ciated with remediation
  costs and former manufac-
  tured gas plant sites.....   $32,522  $ 2,271    $  --    $ (2,271)(b) $32,522
                               =======  =======    ======   ========     =======
 Accumulated provision for
  injuries and damages......   $55,312  $21,135    $4,671   $(23,142)(c) $57,976
                               =======  =======    ======   ========     =======
</TABLE>
 
Notes:
(a) Bad debt losses, net of recoveries, and provisions for uncollectible
    accounts were charged to operating expense and amounted to $28,867,000,
    $25,287,000 and $26,278,000 in 1993, 1994 and 1995, respectively.
 
(b) Expenditures for site investigation and cleanup costs.
 
(c) Payments of claims and related costs.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                       39
<PAGE>
 
                              SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, IN THE CITY OF CHICAGO AND STATE OF ILLINOIS ON THE 28TH
DAY OF MARCH 1996.
                                     UNICOM CORPORATION
                                       
                                     By       James J. O'Connor
                                       -----------------------------  
                                         James J. O'Connor, Chairman
                                         and Chief Executive Officer
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF
OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON THE 28TH DAY OF
MARCH 1996.
         SIGNATURE                      TITLE
----------------------------    ---------------------
 
     James J. O'Connor          Chairman and Chief
----------------------------    Executive  Officer and
     James J. O'Connor          Director  (principal
                                executive officer)
      John C. Bukovski
----------------------------    Vice President (principal
      John C. Bukovski          financial officer)

       Roger F. Kovack          Comptroller  (principal
----------------------------    accounting officer)
      Roger F. Kovack
   Jean Allard                  Director
   Edward A. Brennan*           Director
   James W. Compton*            Director
   Sue L. Gin*                  Director
   Donald P. Jacobs             Director
   Edgar D. Jannotta*           Director
   George E. Johnson*           Director
   Edward A. Mason*             Director
   Leo F. Mullin*               Vice Chairman and Director
   Frank A. Olson               Director
   Samuel K. Skinner*           President and Director
         David A. Scholz
*By
   ----------------------------
  David A. Scholz, Attorney-in-
               fact
 
       [Signature page to Unicom Corporation Annual Report on Form 10-K]
 
                                       40
<PAGE>
 
                                                              UNICOM CORPORATION
                                                     COMMONWEALTH EDISON COMPANY
                                                              FILE NO.'S 1-11375
                                                                      AND 1-1839
 
                                 EXHIBIT INDEX
 
  The following exhibits are filed with the indicated Annual Report on Form 10-
K or incorporated therein by reference.  Documents indicated by an asterisk (*)
are incorporated by reference to the File No. indicated. Documents indicated by
a plus sign (+) identify management contracts or compensatory plans or
arrangements.
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                  DESCRIPTION OF DOCUMENT                  UNICOM COMED
  -------  -----------------------------------------------------   ------ -----
 <C>       <S>                                                     <C>    <C>
 *(3)-1    Articles of Incorporation of Unicom effective January
            28,
            1994. (File No. 1-11375, Form 10-K for the year
            ended
            December 31, 1994, Exhibit (3)-1).                      x
 *(3)-2    Restated Articles of Incorporation of ComEd effective
            February 20, 1985, including Statements of Resolu-
            tion Establishing Series, relating to the establish-
            ment of three new series of ComEd preference stock
            known as the "$9.00 Cumulative Preference Stock,"
            the "$6.875 Cumulative Preference Stock" and the
            "$2.425 Cumulative Preference Stock." (File No. 1-
            1839, Form 10-K for the year ended December 31,
            1994, Exhibit (3)-2).                                          x
  (3)-3    By-Laws of Unicom Corporation, effective January 28,
            1994 as amended through December 13, 1995.              x
  (3)-4    By-Laws of Commonwealth Edison Company, effective
            September 2, 1988 as amended through December 13,
            1995.                                                          x
 *(4)-1    Mortgage of ComEd to Illinois Merchants Trust Compa-
            ny, Trustee (Continental Illinois National Bank and
            Trust Company of Chicago, successor Trustee), dated
            July 1, 1923, Supplemental Indenture thereto dated
            August 1, 1944, and amendments and supplements
            thereto dated, respectively, August 1, 1946, April
            1, 1953, April 1, 1966, November 1, 1966, December
            1, 1966, March 31, 1967, April 1, 1967, February 1,
            1968, July 1, 1968, October 1, 1968, February 28,
            1969, May 29, 1970, January 1, 1971, June 1, 1971,
            May 31, 1972, June 1, 1973, June 15, 1973, October
            15, 1973, May 31, 1974, July 1, 1974, June 13, 1975,
            May 28, 1976, January 15, 1977, June 1, 1977 and
            June 3, 1977 (File No. 2-60201, Form S-7, Exhibit 2-
            1).                                                            x
 *(4)-2    Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, December 1, 1977, May 17,
            1978, August 31, 1978, June 18, 1979, June 20, 1980,
            April 16, 1981, April 30, 1982, April 15, 1983,
            April 13, 1984, March 1, 1985 and April 15, 1985
            (File No. 2-99665, Form S-3, Exhibit (4)-3).                   x
 *(4)-3    Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, April 15, 1986 and May 1,
            1986 (File No. 33-6879, Form S-3, Exhibit (4)-9).              x
 *(4)-4    Supplemental Indenture to Mortgage dated July 1, 1923
            dated January 12, 1987 (File No. 33-13193, Form S-3,
            Exhibit (4)-6).                                                x
</TABLE>
 
 
                                       1
<PAGE>
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                  DESCRIPTION OF DOCUMENT                  UNICOM COMED
  -------  -----------------------------------------------------   ------ -----
 <C>       <S>                                                     <C>    <C>
 *(4)-5    Supplemental Indenture to Mortgage dated July 1, 1923
            dated June 30, 1989 (File No. 33-32929, Form S-3,
            Exhibit (4)-11).                                               x
 *(4)-6    Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, February 15, 1990 and June
            15, 1990 (File No. 33-38232, Form S-3, Exhibits (4)-
            11 and (4)-12).                                                x
 *(4)-7    Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, June 1, 1991, October 1,
            1991 and October 15, 1991 (File No. 33-44018, Form
            S-3, Exhibits (4)-12, (4)-13 and (4)-14).                      x
 *(4)-8    Supplemental Indenture to Mortgage dated July 1, 1923
            dated February 1, 1992 (File No. 1-1839, Form 10-K
            for the year ended December 31, 1991, Exhibit (4)-
            18).                                                           x
 *(4)-9    Supplemental Indenture to Mortgage dated July 1, 1923
            dated May 15, 1992 (File No. 33-48542, Form S-3, Ex-
            hibit (4)-14).                                                 x
 *(4)-10   Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, July 15, 1992, September
            15, 1992 and October 1, 1992 (File No. 33-53766,
            Form S-3, Exhibits (4)-13, (4)-14 and (4)-15).                 x
 *(4)-11   Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, February 1, 1993 and March
            1, 1993 (File No. 1-1839, Form 10-K for the year
            ended December 31, 1992, Exhibits (4)-14 and (4)-
            15).                                                           x
 *(4)-12   Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, April 1, 1993 and April
            15, 1993 (File No. 33-64028, Form S-3, Exhibits (4)-
            12 and (4)-13).                                                x
 *(4)-13   Supplemental Indentures to Mortgage dated July 1,
            1923 dated, respectively, June 15, 1993 and July 1,
            1993 (File No. 1-1839, Form 8-K dated May 21, 1993,
            Exhibits (4)-1 and (4)-2).                                     x
 *(4)-14   Supplemental Indenture to Mortgage dated July 1, 1923
            dated July 15, 1993 (File No. 1-1839, Form 10-Q for
            the quarter ended June 30, 1993, Exhibit (4)-1).               x
 *(4)-15   Supplemental Indenture to Mortgage dated July 1, 1923
            dated January 15, 1994 (File No. 1-1839, Form 10-K
            for the year ended December 31, 1993, Exhibit (4)-
            15).                                                           x
 *(4)-16   Supplemental Indenture to Mortgage dated July 1, 1923
            dated December 1, 1994 (File No. 1-1839, Form 10-K
            for the year ended December 31, 1994, Exhibit (4)-
            16).                                                           x
 *(4)-17   Indentures of ComEd to The First National Bank of
            Chicago, Trustee (Harris Trust and Savings Bank,
            successor Trustee), dated April 1, 1949, October 1,
            1949, October 1, 1950, October 1, 1954, January 1,
            1958, January 1, 1959 and December 1, 1961 (File No.
            1-1839, Form 10-K for the year ended December 31,
            1982, Exhibit (4)-20).                                         x
 *(4)-18   Indenture of ComEd dated February 15, 1973 to The
            First National Bank of Chicago, Trustee (LaSalle Na-
            tional Bank, successor Trustee), and Supplemental
            Indenture thereto dated July 13, 1973 (File No. 2-
            66100, Form S-16, Exhibit (b)-2).                              x
</TABLE>
 
 
                                       2
<PAGE>
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                  DESCRIPTION OF DOCUMENT                  UNICOM COMED
  -------  -----------------------------------------------------   ------ -----
 <C>       <S>                                                     <C>    <C>
 *(4)-19   Indenture dated as of September 1, 1987 between ComEd
            and Citibank, N.A., Trustee relating to Notes (File
            No. 33-20619, Form S-3, Exhibit (4)-13).                       x
 *(4)-20   Supplemental Indenture to Indenture dated September
            1, 1987 dated September 15, 1987 (File No. 33-20619,
            Form S-3, Exhibit (4)-14).                                     x
 *(4)-21   Supplemental Indenture to Indenture dated September
            1, 1987 dated May 18, 1988 (File No. 33-23036, Form
            S-3, Exhibit (4)-14).                                          x
 *(4)-22   Supplemental Indenture to Indenture dated September
            1, 1987 dated July 14, 1989 (File No. 33-32929, Form
            S-3, Exhibit (4)-16).                                          x
 *(4)-23   Supplemental Indenture to Indenture dated September
            1, 1987 dated April 1, 1991 (File No. 33-44018, Form
            S-3, Exhibit (4)-21).                                          x
 *(4)-24   Supplemental Indenture to Indenture dated September
            1, 1987 dated April 15, 1992 (File No. 33-48542,
            Form S-3, Exhibit
            (4)-22).                                                       x
 *(4)-25   Supplemental Indenture to Indenture dated September
            1, 1987 dated July 15, 1992 (File No. 33-53766, Form
            S-3, Exhibit (4)-24).                                          x
 *(4)-26   Supplemental Indenture to Indenture dated September
            1, 1987 dated October 15, 1993 (File No. 1-1839,
            Form 10-Q for the quarter ended September 30, 1993,
            Exhibit (4)-1).                                                x
 *(4)-27   Supplemental Indenture to Indenture dated September
            1, 1987 dated April 1, 1994 (File No. 1-1839, Form
            10-Q for the quarter ended March 31, 1994, Exhibit
            (4)-1).                                                        x
  (4)-28   Instrument of Resignation, Appointment and Acceptance
            dated January 31, 1996, under the provisions of the
            Mortgage dated July 1, 1923, and Indentures Supple-
            mental thereto.                                                x
  (4)-29   Instrument dated as of January 31, 1996, for trustee
            under the Mortgage dated July 1, 1923 and Indentures
            Supplemental thereto.                                          x
 *(4)-30   Credit Agreement dated as of October 1, 1991, among
            Commonwealth Edison Company, as borrower, the Banks
            named therein and the other Lenders from time to
            time parties thereto, and Citibank, N.A. (File No.
            1-1839, Form 10-K for the year ended December 31,
            1991, Exhibit (4)-27).                                         x
 *(4)-31   Credit Agreement dated as of October 1, 1991, among
            Commonwealth Edison Company, as borrower, the Banks
            named therein and the other Lenders from time to
            time parties thereto, and Citibank, N.A. (File No.
            1-1839, Form 10-K for the year ended December 31,
            1991, Exhibit (4)-28).                                         x
 *(4)-32   Letter Agreement dated as of October 4, 1993, among
            Commonwealth Edison Company and certain of the Banks
            party to the Credit Agreement dated as of October 1,
            1991 (File No. 1-1839, Form 10-K for the year ended
            December 31, 1993, Exhibit (4)-28).                             x
</TABLE>
 
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                   DESCRIPTION OF DOCUMENT                  UNICOM COMED
  -------   -----------------------------------------------------   ------ -----
 <C>        <S>                                                     <C>    <C>
 *(4)-33    Term Loan Agreement dated as of January 7, 1992, be-
             tween Commonwealth Edison Company, as borrower, and
             The First National Bank of Chicago, individually and
             as agent (File No. 1-1839, Form 10-K for the year
             ended December 31, 1992, Exhibit (4)-28).                       x
 *(4)-34    First Amendment to Term Loan Agreement dated as of
             January 9, 1995, by and among Commonwealth Edison
             Company, The First National Bank of Chicago, indi-
             vidually and as agent, and the banks party thereto
             (File No. 1-1839, Form 10-K for the year ended De-
             cember 31, 1994, Exhibit (4)-32).                               x
 *(4)-35    Term Loan Agreement dated as of January 15, 1992, be-
             tween Commonwealth Edison Company, as borrower, and
             Westpac Banking Corporation, Chicago Branch, indi-
             vidually and as agent (File No. 1-1839, Form 10-K
             for the year ended December 31, 1992, Exhibit (4)-
             29).                                                            x
 *(4)-36    Term Loan Agreement dated as of January 16, 1992, be-
             tween Commonwealth Edison Company, as borrower, and
             The Bank of New York, individually and as agent
             (File No. 1-1839, Form 10-K for the year ended De-
             cember 31, 1992, Exhibit (4)-29).                               x
 *(4)-37    Credit Agreement dated as of November 22, 1994, among
             Unicom Enterprises Inc., the Banks Named Therein and
             Citibank, N.A. (File No. 1-11375, Form 10-K for the
             year ended December 31, 1994, Exhibit (4)-35).           x
 *(4)-38    Guaranty dated November 22, 1994, by Unicom Corpora-
             tion in favor of the Lenders and LC Banks parties to
             the aforementioned Credit Agreement with Unicom En-
             terprises Inc. (File No. 1-11375, Form 10-K for the
             year ended December 31, 1994, Exhibit (4)-36).           x
 *(4)-39    Guaranty dated November 22, 1994, by Unicom Corpora-
             tion in favor of Citibank, N.A. (File No. 1-11375,
             Form 10-K for the year ended December 31, 1994, Ex-
             hibit (4)-37).                                           x
 *(10)-1    Nuclear Fuel Lease Agreement dated as of November 23,
             1993, between CommEd Fuel Company, Inc., as Lessor,
             and Commonwealth Edison Company, as Lessee (File No.
             1-1839, Form 10-K for the year ended December 31,
             1993, Exhibit (10)-1).                                          x
 +*(10)-2   Unicom Corporation Long-Term Incentive Plan (File No.
             1-1839, ComEd Proxy Statement dated March 26, 1993,
             Exhibit A).                                              x
 +*(10)-3   Amendment to Unicom Corporation Long-Term Incentive
             Plan, effective September 1, 1994 (File No. 33-
             56991, Form S-8, Exhibit (4)-4).                         x
 +*(10)-4   1994 Long-Term Performance Unit Award for Executive
             and Group Level Employes Payable in 1996 under the
             1993 Long-Term Incentive Plan (File No. 1-1839, Form
             10-K/A-1 for the year ended December 31, 1993, Ex-
             hibit (10)-4).                                           x      x
 +*(10)-5   1994 Long-Term Performance Unit Award for Executive
             and Group Level Employes Payable in 1997 under the
             1993 Long-Term Incentive Plan (File No. 1-1839, Form
             10-K/A-1 for the year ended December 31, 1993, Ex-
             hibit (10)-5).                                           x      x
</TABLE>
 
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                   DESCRIPTION OF DOCUMENT                  UNICOM COMED
  -------   -----------------------------------------------------   ------ -----
 <C>        <S>                                                     <C>    <C>
 + (10)-6   1995 Long-Term Performance Unit Award for Executive
             and Group Level Employees Payable in 1998 under the
             Unicom Corporation Long-Term Incentive Plan, as
             amended.                                                 x      x
 +*(10)-7   1995 Variable Compensation Award for Management Em-
             ployees under the Unicom Corporation Long-Term In-
             centive Plan (File Nos. 1-11375 and 1-1839, Form 10-
             K for the year ended December 31, 1994, Exhibit
             (10)-7).                                                 x      x
 +*(10)-8   1995 Award to Mr. O'Connor and Mr. Skinner under the
             Unicom Corporation Long-Term Incentive Plan (File
             Nos. 1-11375 and 1-1839, Form 10-K for the year
             ended December 31, 1994, Exhibit (10)-8).                x      x
 + (10)-9   1996 Long-Term Performance Unit Award for Executive
             and Group Level Employees Payable in 1999 under the
             Unicom Corporation Long-Term Incentive Plan.             x      x
 + (10)-10  1996 Variable Compensation Award for Management Em-
             ployees under the Unicom Corporation Long-Term In-
             centive Plan.                                            x      x
 + (10)-11  1996 Award to Mr. O'Connor, Mr. Mullin and Mr. Skin-
             ner under the Unicom Corporation Long-Term Incentive
             Plan.                                                    x      x
 + (10)-12  Unicom Corporation Deferred Compensation Unit Plan,
             as amended.                                              x      x
 +*(10)-13  Deferred Compensation Plan (included in Article Five
             of Exhibit (3)-2 above).                                        x
 +*(10)-14  Management Incentive Compensation Plan, effective
             January 1, 1989 (File No. 1-1839, Form 10-K for the
             year ended December 31, 1988, Exhibit (10)-4).                  x
 +*(10)-15  Amendments to Management Incentive Compensation Plan,
             dated December 14, 1989 and March 21, 1990 (File No.
             1-1839, Form 10-K for the year ended December 31,
             1989, Exhibit (10)-5).                                          x
 +*(10)-16  Amendment to Management Incentive Compensation Plan,
             dated March 21, 1991 (File No. 1-1839, Form 10-K for
             the year ended December 31, 1991, Exhibit (10)-6).              x
 + (10)-17  Retirement Plan for Directors, effective September 1,
             1994, as amended through May 24, 1995.                   x
 + (10)-18  Retirement Plan for Directors, effective January 1,
             1987, as amended through May 24, 1995.                          x
 + (10)-19  Unicom Corporation Outside Director Stock Award Plan
             as amended.                                              x
 +*(10)-20  Executive Group Life Insurance Plan (File No. 1-1839,
             Form 10-K for the year ended December 31, 1980, Ex-
             hibit (10)-3).                                                  x
 +*(10)-21  Amendment to the Executive Group Life Insurance Plan
             (File No. 1-1839, Form 10-K for the year ended De-
             cember 31, 1981, Exhibit (10)-4).                               x
 +*(10)-22  Amendment to the Executive Group Life Insurance Plan
             dated December 12, 1986 (File No. 1-1839, Form 10-K
             for the year ended December 31, 1986, Exhibit (10)-
             6).                                                             x
</TABLE>
 
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                   DESCRIPTION OF DOCUMENT                  UNICOM COMED
  -------   -----------------------------------------------------   ------ -----
 <C>        <S>                                                     <C>    <C>
 +*(10)-23  Amendment of Executive Group Life Insurance Plan to
             implement program of "split dollar life insurance"
             dated December 13, 1990 (File No. 1-1839, Form 10-K
             for the year ended December 31, 1990, Exhibit (10)-
             10).                                                            x
 +*(10)-24  Commonwealth Edison Company Supplemental Management
             Retirement Plan (File No. 1-1839, Form 10-K for the
             year ended December 31, 1985, Exhibit (10)-6).                  x
 +*(10)-25  Amendment of Executive Group Life Insurance Plan to
             stabilize the death benefit applicable to partici-
             pants dated July 22, 1992 (File No. 1-1839, Form 10-
             K for the year ended December 31, 1992, Exhibit
             (10)-13).                                                       x
 +*(10)-26  Letter Agreement dated December 16, 1992 between Com-
             monwealth Edison Company and Samuel K. Skinner (File
             No. 1-1839, Form 10-K for the year ended December
             31, 1992, Exhibit (10)-14).                                     x
 + (10)-27  Amendment dated May 31, 1995 to Letter Agreement
             dated December 16, 1992 between Commonwealth Edison
             Company and Samuel K. Skinner.                                  x
 + (10)-28  Letter Agreement dated November 14, 1995 between Com-           
             monwealth Edison Company and Leo F. Mullin.                     x 
 +*(10)-29  Commonwealth Edison Company Excess Benefit Savings               
             Plan (File No. 1-1839, Form 10-Q for the quarter
             ended June 30, 1994, Exhibit (10)-2).                           x
 + (10)-30  Amendment No. 1 to Commonwealth Edison Company Excess            
             Benefit Savings Plan dated May 24, 1995.                        x
 + (10)-31  Unicom Corporation Stock Bonus Deferral Plan.            x       x
                                                                     
   (12)     Statement re computation of ratios of earnings to
             fixed charges and ratios of earnings to fixed
             charges and preferred and preference stock dividend
             requirements for ComEd.                                         x
   (21)-1   Subsidiaries of Unicom Corporation.                      x
   (21)-2   Subsidiaries of Commonwealth Edison Company.                     x
   (23)-1   Consent of experts for Unicom Corporation.               x
   (23)-2   Consent of experts for Commonwealth Edison Company.              x
   (24)-1   Powers of attorney of Directors whose names are
             signed to the Unicom Corporation Annual Report on
             Form 10-K pursuant to such powers.                      x
   (24)-2   Powers of attorney of Directors whose names are
             signed to the Commonwealth Edison Company Annual Re-
             port on Form 10-K pursuant to such powers.                      x
   (99)-1   Unicom Corporation's Current Report on Form 8-K dated
             January 26, 1996.                                       x
   (99)-2   Commonwealth Edison Company's Current Report on Form
             8-K dated January 26, 1996.                                     x
</TABLE>
 
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Unicom and ComEd hereby
agree to furnish to the SEC, upon request, any instrument defining the rights
of holders of long-term debt of ComEd not filed as an exhibit herein. No such
instrument authorizes securities in excess of 10% of the total assets of ComEd.
 
                                       6