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

                                   FORM 10-Q/A

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period Ended March 31, 2002
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

<TABLE>
<CAPTION>
Commission File           Name of Registrant; State of Incorporation; Address of        IRS Employer
Number                    Principal Executive Offices; and Telephone Number             Identification Number
---------------------     ----------------------------------------------------------    ------------------------
<S>                       <C>                                                           <C>
1-16169                   EXELON CORPORATION                                            23-2990190
                          (a Pennsylvania corporation)
                          10 South Dearborn Street - 37th Floor
                          P.O. Box 805379
                          Chicago, Illinois 60680-5379
                          (312) 394-7398
333-85496                 EXELON GENERATION COMPANY, LLC                                23-3064219
                          (a Pennsylvania limited liability company)
                          300 Exelon Way
                          Kennett Square, Pennsylvania 19348
                          (610) 765-8200
</TABLE>

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing  requirements  for the past 90 days.  Yes [X] No [_],  except  for Exelon
Generation Company, LLC which became an effective registrant on April 24, 2002.

     The number of shares  outstanding of each  registrant's  common stock as of
May 3, 2002 was as follows:

     Exelon Corporation Common Stock, without par value             322,006,807
     Exelon Generation Company, LLC                              not applicable

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                           Page No.
                                                                                                           --------
<S>                                                                                                            <C>
  Explanatory Note                                                                                                3
  Filing Format                                                                                                   3
  Forward-Looking Statements                                                                                      3

  PART I.   FINANCIAL INFORMATION                                                                                 4
  ITEM 1.   FINANCIAL STATEMENTS                                                                                  4
                  Exelon Corporation
                           Condensed Consolidated Statements of Income and Comprehensive Income                   5
                           Condensed Consolidated Balance Sheets                                                  6
                           Condensed Consolidated Statements of Cash Flows                                        8
                  Exelon Generation Company, LLC
                           Condensed Consolidated Statements of Income and Comprehensive Income                   9
                           Condensed Consolidated Balance Sheets                                                 10
                           Condensed Consolidated Statements of Cash Flows                                       12
                  Notes to Condensed Consolidated Financial Statements                                           13

  PART II. OTHER INFORMATION                                                                                     31
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                                                     31

SIGNATURES                                                                                                       33

CERTIFICATIONS                                                                                                   34
</TABLE>


                                       2


<PAGE>

Explanatory Note
     This  amendment  to Exelon  Corporation's  (Exelon)  and Exelon  Generation
Company,  LLC's (Generation) quarterly report on Form 10-Q for the quarter ended
March 31,  2002  reflects a  restatement  as a result of a $101  million  double
posting of deferred income taxes recorded  associated with unrealized  losses on
Generation's nuclear decommissioning trust fund securities. Additionally, Exelon
and Generation determined that Other Comprehensive Income should be restated for
the amount of $27  million to reflect  Generation's  ownership  interest  in the
Other Comprehensive  Income of its equity investments in AmerGen Energy Company,
LLC and Sithe Energies Inc. Earnings per share, net income and cash flow for the
periods  are not  affected by the  restatements.  However,  Other  Comprehensive
Income, which is a component of Shareholders' Equity, will be reduced by a total
of $128  million  as of  December  31,  2001,  and by $122  million in the first
quarter of 2002 as a result of the  revision.  See Note 2. No  attempt  has been
made in this Form 10-Q/A to modify or update other  disclosures  as presented in
the  original  Form 10-Q  except as  required  to  reflect  the  effects  of the
restatements.

Filing Format
     This  combined Form 10-Q is being filed  separately by Exelon  Corporation,
and Exelon Generation Company, LLC (Registrants).  Information  contained herein
relating to any individual  registrant has been filed by such  registrant on its
own behalf. No registrant makes any representation as to information relating to
any other registrant.

Forward-Looking Statements
     Except for the  historical  information  contained  herein,  certain of the
matters discussed in this Report are forward-looking statements that are subject
to risks and  uncertainties.  The  factors  that could cause  actual  results to
differ materially include those discussed herein as well as those listed in Note
8  of  Notes  to   Consolidated   Financial   Statements,   those  discussed  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Outlook" in Exelon Corporation's 2001 Annual Report, those discussed
in "Risk  Factors"  and  "Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  in Exelon  Generation  Company,  LLC's
Registration  Statement  on Form S-4,  Reg.  No.  333-85496  and  other  factors
discussed  in  filings  with  the  Securities  and  Exchange  Commission  by the
Registrants.  Readers  are  cautioned  not to  place  undue  reliance  on  these
forward-looking statements,  which apply only as of the date of this Report. The
Registrants  undertake  no  obligation  to  publicly  release  any  revision  to
forward-looking  statements to reflect events or circumstances after the date of
this Report.


                                       3
<PAGE>

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS


                                       4
<PAGE>

EXELON CORPORATION
------------------

<TABLE>
<CAPTION>
                                       EXELON CORPORATION AND SUBSIDIARY COMPANIES
                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                                       (Unaudited)
                                                                                       Three Months Ended March 31,
                                                                                      ---------------------------------
(in millions, except per share data)                                                             2002          2001
                                                                                           (Restated)
                                                                                        (See Note 2.)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>          <C>
OPERATING REVENUES                                                                            $ 3,870      $  3,823

OPERATING EXPENSES
     Fuel and Purchased Power                                                                   1,621         1,320
     Purchases Power from Affiliate                                                                56            10
     Operating and Maintenance                                                                  1,067         1,058
     Depreciation and Amortization                                                                335           378
     Taxes Other Than Income                                                                      186           168
-----------------------------------------------------------------------------------------------------------------------
         Total Operating Expense                                                                3,265         2,934
-----------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                                                                  605           889
-----------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND DEDUCTIONS
     Interest Expense                                                                            (249)         (292)
     Distributions on Preferred Securities of Subsidiaries                                        (11)          (11)
     Equity in Earnings of Unconsolidated Affiliates, net                                          13            18
     Other, net                                                                                    28            55
-----------------------------------------------------------------------------------------------------------------------
         Total Other Income and Deductions                                                       (219)         (230)
-----------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT
   OF CHANGES IN ACCOUNTING PRINCIPLES                                                            386           659
INCOME TAXES                                                                                      148           272
-----------------------------------------------------------------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN
   ACCOUNTING PRINCIPLES                                                                          238           387
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
   PRINCIPLES (net of income taxes of $90 and $8 for the three
   months ended March 31, 2002 and 2001, respectively)                                           (230)           12
-----------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                          8           399

OTHER COMPREHENSIVE INCOME (LOSS) (net of income taxes)
       SFAS 133 Transition Adjustment                                                              --            44
       Cash Flow Hedge Fair Value Adjustment                                                      (58)          (21)
       Unrealized Gain (Loss) on Marketable Securities, net                                       (15)         (124)
       Equity in Other Comprehensive Income of Unconsolidated Affiliates                            6            --
-----------------------------------------------------------------------------------------------------------------------
       Total Other Comprehensive Income (Loss)                                                    (67)         (101)
-----------------------------------------------------------------------------------------------------------------------

TOTAL COMPREHENSIVE INCOME (LOSS)                                                             $   (59)     $    298
=======================================================================================================================

AVERAGE SHARES OF COMMON STOCK OUTSTANDING - Basic                                                321           320
=======================================================================================================================
AVERAGE SHARES OF COMMON STOCK OUTSTANDING - Diluted                                              323           324
=======================================================================================================================

EARNINGS PER AVERAGE COMMON SHARE:
     BASIC:
     Income Before Cumulative Effect of Changes in Accounting Principles                      $   0.74     $   1.21
     Cumulative Effect of Changes in Accounting Principles                                       (0.72)        0.04
-----------------------------------------------------------------------------------------------------------------------
     Net Income                                                                               $   0.02     $   1.25
=======================================================================================================================

     DILUTED:
     Income Before Cumulative Effect of Changes in Accounting Principles                          $ 0.73   $   1.19
     Cumulative Effect of Changes in Accounting Principles                                       (0.71)        0.04
-----------------------------------------------------------------------------------------------------------------------
     Net Income                                                                               $   0.02     $   1.23
=======================================================================================================================

DIVIDENDS PER COMMON SHARE                                                                    $   0.44     $   0.55
=======================================================================================================================

            See Notes to Condensed Consolidated Financial Statements

                                                           5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       EXELON CORPORATION AND SUBSIDIARY COMPANIES
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       (Unaudited)

                                                                                        March 31,      December 31,
(in millions)                                                                                2002              2001
                                                                                       (Restated)        (Restated)
                                                                                    (See Note 2.)     (See Note 2.)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
ASSETS

CURRENT ASSETS
     Cash and Cash Equivalents                                                          $     696         $     485
     Restricted Cash                                                                          237               372
     Accounts Receivable, net                                                               1,962             2,115
     Receivable from Unconsolidated Affiliate                                                  73                44
     Inventories, at average cost                                                             457               471
     Other                                                                                    482               295
-----------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                               3,907             3,782
-----------------------------------------------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, NET                                                         14,059            13,781

DEFERRED DEBITS AND OTHER ASSETS
     Regulatory Assets                                                                      6,338             6,423
     Nuclear Decommissioning Trust Funds                                                    3,161             3,165
     Investments                                                                            1,748             1,623
     Goodwill, net                                                                          4,971             5,335
     Other                                                                                    685               708
-----------------------------------------------------------------------------------------------------------------------
         Total Deferred Debits and Other Assets                                            16,903            17,254
-----------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                            $  34,869         $  34,817
=======================================================================================================================

                                See Notes to Condensed Consolidated Financial Statements

                                                           6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       EXELON CORPORATION AND SUBSIDIARY COMPANIES
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       (Unaudited)


                                                                                        March 31,        December 31,
(in millions)                                                                                2002                2001
                                                                                       (Restated)          (Restated)
                                                                                    (See Note 2.)       (See Note 2.)
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Notes Payable                                                                      $     438         $     360
     Long-Term Debt Due within One Year                                                     1,613             1,406
     Accounts Payable                                                                       1,078               964
     Accrued Expenses                                                                       1,133             1,182
     Other                                                                                    499               505
------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                          4,761             4,417
------------------------------------------------------------------------------------------------------------------------

LONG-TERM DEBT                                                                             12,609            12,876

DEFERRED CREDITS AND OTHER LIABILITIES
     Deferred Income Taxes                                                                  4,423             4,388
     Unamortized Investment Tax Credits                                                       312               316
     Nuclear Decommissioning Liability for Retired Plants                                   1,367             1,353
     Pension Obligation                                                                       318               334
     Non-Pension Postretirement Benefits Obligation                                           860               847
     Spent Nuclear Fuel Obligation                                                            847               843
     Other                                                                                    830               728
------------------------------------------------------------------------------------------------------------------------
         Total Deferred Credits and Other Liabilities                                       8,957             8,809
------------------------------------------------------------------------------------------------------------------------

PREFERRED SECURITIES OF SUBSIDIARIES                                                          613               613

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
     Common Stock                                                                           6,950             6,930
     Deferred Compensation                                                                     (1)               (2)
     Retained Earnings                                                                      1,073             1,200
     Accumulated Other Comprehensive Income                                                   (93)              (26)
------------------------------------------------------------------------------------------------------------------------
         Total Shareholders' Equity                                                         7,929             8,102
------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              $  34,869         $  34,817
========================================================================================================================
</TABLE>


            See Notes to Condensed Consolidated Financial Statements


                                                           7
<PAGE>


<TABLE>
<CAPTION>
                                       EXELON CORPORATION AND SUBSIDIARY COMPANIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Unaudited)

                                                                                       Three Months Ended March 31,
                                                                                     -----------------------------------
(in millions)                                                                                2002              2001
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                                                         $       8           $   399
     Adjustments to Reconcile Net Income to Net Cash Flows
      Provided by Operating Activities:
       Depreciation and Amortization                                                          427               490
       Cumulative Effect of a Change in Accounting Principle (net of income taxes)            230               (12)
       Provision for Uncollectible Accounts                                                    29                30
       Deferred Income Taxes                                                                   67                65
       Deferred Energy Costs                                                                   34               (29)
       Equity in (Earnings) Losses of Unconsolidated Affiliates, net                          (13)              (18)
       Net Realized Losses on Nuclear Decommissioning Trust Funds                              10                15
       Other Operating Activities                                                             111               (33)
     Changes in Working Capital:
       Accounts Receivable                                                                     58                57
       Inventories                                                                             13                60
       Accounts Payable, Accrued Expenses and Other Current Liabilities                        (7)             (164)
       Other Current Assets                                                                  (134)              (63)
------------------------------------------------------------------------------------------------------------------------
Net Cash Flows provided by Operating Activities                                               833               797
------------------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in Plant                                                                     (560)             (447)
     Acquisitions - Enterprises, net of cash acquired                                          --               (38)
     Proceeds from Nuclear Decommissioning Trust Funds                                        580               333
     Investment in Nuclear Decommissioning Trust Funds                                       (605)             (354)
     Note Receivable from Unconsolidated Affiliate                                            (46)               --
     Other Investing Activities                                                                (6)              (11)
------------------------------------------------------------------------------------------------------------------------
Net Cash Flows used in Investing Activities                                                  (637)             (517)
------------------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of Long-Term Debt                                                               408               827
     Retirement of Long-Term Debt                                                            (471)           (1,029)
     Change in Short-Term Debt                                                                 78               257
     Dividends on Common Stock                                                               (141)             (176)
     Change in Restricted Cash                                                                135               104
     Proceeds from Stock Option Exercises                                                      18                36
     Other Financing Activities                                                               (12)               --
------------------------------------------------------------------------------------------------------------------------
Net Cash Flows provided by Financing Activities                                                15                19
------------------------------------------------------------------------------------------------------------------------


INCREASE IN CASH AND CASH EQUIVALENTS                                                         211               299


CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              485               526
------------------------------------------------------------------------------------------------------------------------


CASH AND CASH EQUIVALENTS AT END OF PERIOD                                              $     696           $   825
========================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION
Noncash Investing and Financing Activities:
     Regulatory Asset Fair Value Adjustment                                                    --           $   347


                                See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                                           8
<PAGE>

EXELON GENERATION COMPANY, LLC
------------------------------

<TABLE>
<CAPTION>
                                 EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                                       (Unaudited)

                                                                                       Three Months Ended March 31,
                                                                                     ------------------------------
(in millions)                                                                                    2002          2001
                                                                                           (Restated)
                                                                                        (See Note 2.)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>          <C>
OPERATING REVENUES
     Operating Revenues                                                                        $1,083       $   914
     Operating Revenues from Affiliates                                                           892           714
-----------------------------------------------------------------------------------------------------------------------
         Total Operating Revenues                                                               1,975         1,628
-----------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Fuel and Purchased Power                                                                   1,270           800
     Purchased Power from Affliates                                                                72            18
     Operating and Maintenance                                                                    428           397
     Operating and Maintenance Expense from Affiliates                                              4             7
     Depreciation and Amortization                                                                 63            92
     Taxes Other Than Income                                                                       49            46
-----------------------------------------------------------------------------------------------------------------------
         Total Operating Expense                                                                1,886         1,360
-----------------------------------------------------------------------------------------------------------------------

OPERATING INCOME                                                                                   89           268
-----------------------------------------------------------------------------------------------------------------------

OTHER INCOME AND DEDUCTIONS
     Interest Expense                                                                             (17)          (18)
     Interest Expense from Affiliates                                                              --           (15)
     Equity in Earnings of Unconsolidated Affiliates                                               23            26
     Other, net                                                                                    16             4
-----------------------------------------------------------------------------------------------------------------------
         Total Other Income and Deductions                                                         22            (3)
-----------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF
   CHANGES IN ACCOUNTING PRINCIPLES                                                               111           265

INCOME TAXES                                                                                       45           107
-----------------------------------------------------------------------------------------------------------------------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN
   ACCOUNTING PRINCIPLES                                                                           66           158

CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES                                              13            12
-----------------------------------------------------------------------------------------------------------------------

NET INCOME                                                                                     $   79       $   170
-----------------------------------------------------------------------------------------------------------------------

OTHER COMPREHENSIVE INCOME (LOSS) (net of income taxes)
     Other Comprehensive Income (Loss):
       SFAS 133 Transition Adjustment                                                              --             4
       Unrealized Loss on Marketable Securities                                                    (9)         (120)
       Cash Flow Hedge Fair Value Adjustment                                                      (74)           (1)
       Equity in Other Comprehensive Income of Unconsolidated Affiliates                            6            --
-----------------------------------------------------------------------------------------------------------------------
         Total Other Comprehensive Income (Loss)                                                  (77)         (117)
-----------------------------------------------------------------------------------------------------------------------

TOTAL COMPREHENSIVE INCOME (LOSS)                                                              $    2       $    53
=======================================================================================================================


                                See Notes to Condensed Consolidated Financial Statements
</TABLE>


                                                           9
<PAGE>

<TABLE>
<CAPTION>
                                 EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       (Unaudited)


                                                                                        March 31,        December 31,
(in millions)                                                                                2002                2001
                                                                                       (Restated)          (Restated)
                                                                                    (See Note 2.)       (See Note 2.)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
ASSETS

CURRENT ASSETS
     Cash and Cash Equivalents                                                          $     355         $     224
     Accounts Receivable, net                                                                 422               466
     Receivables from Affiliates                                                              241               339
     Inventories, at average cost                                                             343               307
     Other                                                                                     89                65
-----------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                               1,450             1,401
-----------------------------------------------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, NET                                                          2,173             2,003

DEFERRED DEBITS AND OTHER ASSETS
     Nuclear Decommissioning Trust Funds                                                    3,161             3,165
     Investments                                                                              870               816
     Notes Receivable from Affiliates                                                         277               291
     Deferred Income Taxes                                                                    264               212
     Other                                                                                    188               223
-----------------------------------------------------------------------------------------------------------------------
         Total Deferred Debits and Other Assets                                             4,760             4,707
-----------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                            $   8,383         $   8,111
=======================================================================================================================


                                See Notes to Condensed Consolidated Financial Statements


                                                           10
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                 EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       (Unaudited)



                                                                                        March 31,        December 31,
(in millions)                                                                                2002                2001
                                                                                       (Restated)          (Restated)
                                                                                    (See Note 2.)       (See Note 2.)
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES
     Long-Term Debt Due within One Year                                                 $       5         $       4
     Accounts Payable                                                                         675               585
     Accrued Expenses                                                                         399               303
     Deferred Income Taxes                                                                      7                 7
     Other                                                                                    183               171
------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                          1,269             1,070
------------------------------------------------------------------------------------------------------------------------

LONG-TERM DEBT                                                                              1,020             1,021

DEFERRED CREDITS AND OTHER LIABILITIES
     Unamortized Investment Tax Credits                                                       232               234
     Nuclear Decommissioning Liability                                                      1,367             1,353
     Pension Obligation                                                                       104               118
     Non-Pension Postretirement Benefits Obligation                                           385               384
     Spent Nuclear Fuel Obligation                                                            847               843
     Other                                                                                    349               280
------------------------------------------------------------------------------------------------------------------------
         Total Deferred Credits and Other Liabilities                                       3,284             3,212
------------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES

MEMBER'S EQUITY
     Membership Interest                                                                    2,368             2,368
     Undistributed Earnings                                                                   550               471
     Accumulated Other Comprehensive Income                                                  (108)              (31)
------------------------------------------------------------------------------------------------------------------------
         Total Member's Equity                                                              2,810             2,808
------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND MEMBER'S EQUITY                                                   $   8,383         $   8,111
========================================================================================================================


                                See Notes to Condensed Consolidated Financial Statements


                                                           11
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                 EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Unaudited)

                                                                                       Three Months Ended March 31,
                                                                                     -----------------------------------
(in millions)                                                                                2002              2001
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                                                          $     79          $    170
     Adjustments to Reconcile Net Income to Net Cash Flows
      Provided by Operating Activities:
       Depreciation and Amortization                                                          155               192
       Cumulative Effect of a Change in Accounting Principle (net of income taxes)            (13)              (12)
       Provision for Uncollectible Accounts                                                     2                 3
       Deferred Income Taxes                                                                   (2)              (13)
       Deferred Energy Costs                                                                   --                --
       Equity in (Earnings) Losses of Unconsolidated Affiliates                               (23)              (26)
       Net Realized Losses on Nuclear Decommissioning Trust Funds                              10                15
       Other Operating Activities                                                              40               (38)
     Changes in Working Capital:
       Accounts Receivable                                                                     53                37
       Changes in Receivables and Payables to Affiliates, net                                 144                12
       Inventories                                                                            (37)                4
       Accounts Payable, Accrued Expenses and Other Current Liabilities                       127                35
       Other Current Assets                                                                   (26)              (17)
------------------------------------------------------------------------------------------------------------------------
Net Cash Flows provided by (used in) Operating Activities                                     509               362
------------------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in Plant                                                                     (288)             (118)
     Proceeds from Nuclear Decommissioning Trust Funds                                        580               333
     Investment in Nuclear Decommissioning Trust Funds                                       (605)             (354)
     Note Receivable from Affiliate                                                           (46)               --
     Other Investing Activities                                                               (20)               --
------------------------------------------------------------------------------------------------------------------------
Net Cash Flows used in Investing Activities                                                  (379)             (139)
------------------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES
     Retirement of Long-Term Debt                                                               1                --
     Distribution to Member                                                                    --               (36)
------------------------------------------------------------------------------------------------------------------------
Net Cash Flows provided by (used in) Financing Activities                                       1               (36)
------------------------------------------------------------------------------------------------------------------------


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                              131               187
------------------------------------------------------------------------------------------------------------------------


CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              224                --
------------------------------------------------------------------------------------------------------------------------


CASH AND CASH EQUIVALENTS AT END OF PERIOD                                               $    355          $    187
========================================================================================================================


                                See Notes to Condensed Consolidated Financial Statements

                                                           12
</TABLE>

<PAGE>


                   EXELON CORPORATION AND SUBSIDIARY COMPANIES
             EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
          COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Dollars in millions, except per share data, unless otherwise noted)

1. BASIS OF PRESENTATION (Exelon and Generation)
     The accompanying  condensed  consolidated  financial statements as of March
31,  2002 and for the three  months  then ended are  unaudited,  but include all
adjustments that Exelon Corporation  (Exelon) and Exelon Generation Company, LLC
(Generation)  consider  necessary for a fair  presentation  of their  respective
financial statements.  All adjustments are of a normal, recurring nature, except
as otherwise disclosed.  The year-end condensed  consolidated balance sheet data
were  derived  from  audited  financial   statements  but  do  not  include  all
disclosures  required  by  generally  accepted  accounting  principles.  Certain
prior-year  amounts  have been  reclassified  for  comparative  purposes.  These
reclassifications  had no effect  on net  income or  shareholders'  or  member's
equity. These notes should be read in conjunction with the Notes to Consolidated
Financial  Statements of Exelon included in or incorporated by reference in Item
8 of its Annual  Report on Form 10-K/A for the year ended  December 31, 2001 and
the  Notes  to  Consolidated  Financial  Statements  in  Generation's  Form  S-4
registration  statement  declared  effective on April 24, 2002 by the Securities
and Exchange Commission (SEC), (Generation's Form S-4). See ITEM 8. Exhibits and
Reports on Form 8-K.


2. RESTATEMENT (Exelon and Generation)
In  October  2002,  Exelon and  Generation  determined  that its March 31,  2002
financial  statements  required a restatement as a result of a double posting of
deferred income taxes recorded associated with unrealized losses on Generation's
nuclear  decommissioning  trust  fund  securities.   Additionally,   Exelon  and
Generation  determined  that  Other  Comprehensive  Income  should be revised to
reflect Generation's ownership interest in the Other Comprehensive Income of its
equity  investments in AmerGen Energy Company,  LLC and Sithe Energies Inc. Such
adjustments  had no  effect on  either  Exelon's  or  Generation's  net  income,
earnings per share or cash flows.

The  following  tables show the items that have been  restated  on Exelon's  and
Generation's  Condensed  Consolidated  Statements  of Income  and  Comprehensive
Income, for the three months ended March 31, 2002 and the Condensed Consolidated
Balance  Sheets as of March 31, 2002 and  December  31, 2001 and Note 6, Segment
Information:

Exelon

Condensed  Consolidated  Statements  of Income and  Comprehensive  Income  Three
Months Ended March 31, 2002

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Equity in Other Comprehensive Income of
    Unconsolidated Affiliates                                 $       -           $     6         $       6
Total Other Comprehensive Income                              $     (73)          $     6         $     (67)
Total Comprehensive Income                                    $     (65)          $     6         $     (59)
</TABLE>


                                       13
<PAGE>


Condensed Consolidated Balance Sheets at March 31, 2002

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Investments                                                   $   1,782           $   (34)        $   1,748
Total Deferred Debits and Other Assets                        $  16,937           $   (34)        $  16,903
Total Assets                                                  $  34,903           $   (34)        $  34,869
Deferred Income Taxes                                         $   4,335           $    88         $   4,423
Total Deferred Credits and Other Liabilities                  $   8,869           $    88         $   8,957
Accumulated Other Comprehensive Income                        $      29           $  (122)        $    (93)
Total Shareholders' Equity                                    $   8,051           $  (122)        $   7,929
Total Liabilities and Shareholders' Equity                    $  34,903           $   (34)        $  34,869
</TABLE>



Condensed Consolidated Balance Sheets at December 31, 2001

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Investments                                                   $   1,666           $   (43)        $   1,623
Total Deferred Debits and Other Assets                        $  17,297           $   (43)        $  17,254
Total Assets                                                  $  34,860           $   (43)        $  34,817
Deferred Income Taxes                                         $   4,303           $    85         $   4,388
Total Deferred Credits and Other Liabilities                  $   8,724           $    85         $   8,809
Accumulated Other Comprehensive Income                        $     102           $  (128)        $     (26)
Total Shareholders' Equity                                    $   8,230           $  (128)        $   8,102
Total Liabilities and Shareholders' Equity                    $  34,860           $   (43)        $  34,817
</TABLE>


Note 6 Segment Information

at March 31, 2002

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Total Assets - Generation                                     $   8,505           $  (122)        $   8,383
Total Assets - Corporate and Intersegment                     $  (1,442)          $    88         $  (1,354)
Eliminations
Total Assets - Consolidated                                   $  34,903           $   (34)        $  34,869
</TABLE>


 at December 31, 2001

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Total Assets - Generation                                     $   8,239           $  (128)        $   8,111
Total Assets - Corporate and Intersegment                     $  (1,526)          $    85         $ (1,441)
Eliminations
Total Assets - Consolidated                                   $  34,860           $   (43)        $  34,817
</TABLE>


                                       14
<PAGE>


Generation

Condensed Consolidated Statements of Income and Comprehensive Income
Three Months Ended March 31, 2002

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Equity in Other Comprehensive Income of
    Unconsolidated Affiliates                                 $     -             $     6         $      6
Total Other Comprehensive Income                              $   (83)            $     6         $    (77)
Total Comprehensive Income                                    $    (4)            $     6         $      2
</TABLE>


Condensed Consolidated Balance Sheets at March 31, 2002

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Investments                                                   $     904           $   (34)        $     870
Deferred Income Taxes                                         $     352           $   (88)        $     264
Total Deferred Debits and Other Assets                        $   4,882           $  (122)        $   4,760
Total Assets                                                  $   8,505           $  (122)        $   8,383
Accumulated Other Comprehensive Income                        $      14           $  (122)        $    (108)
Total Member's Equity                                         $   2,932           $  (122)        $   2,810
Total Liabilities and Member's Equity                         $   8,505           $  (122)        $   8,383
</TABLE>



Condensed Consolidated Balance Sheets at December 31, 2001

<TABLE>
<CAPTION>
                                                          As Previously                                  As
                                                               Reported        Restatement         Restated
                                                          -------------------------------------------------
<S>                                                           <C>                 <C>             <C>
Investments                                                   $     859           $   (43)        $     816
Deferred Income Taxes                                         $     297           $   (85)        $     212
Total Deferred Debits and Other Assets                        $   4,835           $  (128)        $   4,707
Total Assets                                                  $   8,239           $  (128)        $   8,111
Accumulated Other Comprehensive Income                        $      97           $  (128)        $     (31)
Total Member's Equity                                         $   2,936           $  (128)        $   2,808
Total Liabilities and Member's Equity                         $   8,239           $  (128)        $   8,111
</TABLE>


3. CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES (Exelon and Generation)
     In 2001, the Financial Accounting Standard Board (FASB) issued Statement of
Accounting  Standard  (SFAS) No. 141,  "Business  Combinations"  (SFAS No. 141),
which  requires  that all  business  combinations  be  accounted  for  under the
purchase  method  of  accounting  and  establishes  criteria  for  the  separate
recognition of intangible assets acquired in business combinations. SFAS No. 141
is  effective  for  business  combinations  initiated  after June 30,  2001.  In
addition,  SFAS No. 141 requires that unamortized  negative  goodwill related to
pre-July 1, 2001  purchases be recognized  as a change in  accounting  principle
concurrent  with the adoption of SFAS No. 142,  "Goodwill  and Other  Intangible
Assets" (SFAS No. 142). At

                                       15
<PAGE>

December 31, 2001,  AmerGen  Energy  Company,  LLC (AmerGen),  an  equity-method
investee of Generation, had $43 million of negative goodwill, net of accumulated
amortization, recorded on its balance sheet. Upon AmerGen's adoption of SFAS No.
141 in January 2002,  Generation recognized its proportionate share of income of
$22 million  ($13  million,  net of income  taxes) as a  cumulative  effect of a
change in accounting principle.

     Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and
Generation  adopted SFAS No. 142 as of January 1, 2002. SFAS No. 142 establishes
new  accounting  and  reporting  standards for goodwill and  intangible  assets.
Exelon does not have significant other intangible assets recorded on its balance
sheet.  Under SFAS No.  142,  goodwill  is no longer  subject  to  amortization;
however,  goodwill is subject to an assessment for  impairment  using a two-step
fair  value  based  test,  the first step of which  must be  performed  at least
annually,  or more frequently if events or circumstances  indicate that goodwill
might be impaired. The first step compares the fair value of a reporting unit to
its carrying amount, including goodwill. If the carrying amount of the reporting
unit  exceeds its fair  value,  the second  step is  performed.  The second step
compares the carrying  amount of the goodwill to the fair value of the goodwill.
If the fair value of goodwill is less than the carrying  amount,  an  impairment
loss is reported as a reduction to goodwill  and a charge to operating  expense,
except at the transition date, when the loss is reflected as a cumulative effect
of a change in accounting principle.

     As of December 31, 2001,  Exelon's  Condensed  Consolidated  Balance Sheets
reflected   approximately   $5.3   billion  in  goodwill   net  of   accumulated
amortization,  including  $4.9 billion of net goodwill  related to the merger of
Unicom  and PECO  recorded  on ComEd's  Consolidated  Balance  Sheets,  with the
remainder related acquisitions by Exelon Enterprises Company, LLC (Enterprises).
The first step of the transitional  impairment  analysis  indicated that ComEd's
goodwill  was not  impaired  but that an  impairment  did exist with  respect to
goodwill  recorded in  Enterprises'  reporting  units.  Exelon's  infrastructure
services business (InfraSource),  the energy services business (Exelon Services)
and the competitive retail energy sales business (Exelon Energy) were determined
to be those reporting units of Enterprises which had goodwill allocated to them.
The  second  step of the  analysis,  which  compared  the fair  value of each of
Enterprises'  reporting  units'  goodwill to the carrying  value at December 31,
2001,  indicated a total goodwill impairment of $357 million ($243 million,  net
of income  taxes and  minority  interest).  The fair  value of the  Enterprises'
reporting units was determined using discounted cash flow models  reflecting the
expected range of future cash flow outcomes  related to each of the  Enterprises
reporting units over the life of the model.  These cash flows were discounted to
2002 using a  risk-adjusted  discount  rate.  The  impairment  was recorded as a
cumulative  effect of a change in  accounting  principle in the first quarter of
2002.

     The changes in the carrying  amount of goodwill by  reportable  segment for
the three months ended March 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                                                          Energy
                                                                        Delivery      Enterprises             Total
----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>               <C>
Balance as of January 1, 2002                                          $   4,902        $     433         $   5,335
Impairment losses                                                             --             (357)             (357)
Settlement of pre-merger income tax contingency                               (7)              --                (7)
----------------------------------------------------------------------------------------------------------------------
Balance as of March 31, 2002                                           $   4,895        $      76         $   4,971
======================================================================================================================
</TABLE>


                                       16
<PAGE>

     The  March 31,  2002  Energy  Delivery  goodwill  relates  to ComEd and the
remaining  Enterprises  goodwill  relates to the  InfraSource  and Exelon Energy
reporting  units.  Consistent with SFAS No. 142, the remaining  goodwill will be
reviewed for  impairment on an annual basis or more  frequently  if  significant
events occur that could indicate an impairment exists.
     The components of the net  transitional  impairment  loss recognized in the
first quarter of 2002 as a cumulative effect of a change in accounting principle
are as follows:

<TABLE>
<CAPTION>
Exelon
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
  Enterprises goodwill impairment (net of income taxes of $103 million)                                 $      (254)
Minority interest (net of income taxes of $4 million)                                                            11
Elimination of AmerGen negative goodwill (net of income taxes of $9 million)                                     13
----------------------------------------------------------------------------------------------------------------------
Total cumulative effect of a change in accounting principle                                             $      (230)
======================================================================================================================

Generation
----------------------------------------------------------------------------------------------------------------------
Elimination of AmerGen negative goodwill (net of income taxes of $9 million)
    recorded as cumulative effect of a change in accounting principle                                   $        13
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     The  following  tables  sets  forth  Exelon's  and  ComEd's  net income and
earnings  per common  share for the three  months ended March 31, 2002 and 2001,
respectively,  adjusted to exclude 2001 amortization expense related to goodwill
that is no longer being amortized.


                                       17
<PAGE>

<TABLE>
<CAPTION>
Exelon
                                                                                       Three Months Ended March 31,
                                                                                     ---------------------------------
                                                                                             2002              2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>               <C>
Reported income before cumulative effect
     of changes in accounting principles                                                 $    238          $    387
Cumulative effect of changes in accounting principles                                        (230)               12
----------------------------------------------------------------------------------------------------------------------
Reported net income                                                                             8               399
Goodwill amortization                                                                          --                39
----------------------------------------------------------------------------------------------------------------------
Adjusted net income                                                                      $      8          $    438
======================================================================================================================

Basic earnings per common share:
    Reported income before cumulative effect
       of changes in accounting principles                                               $   0.74          $  1.21
    Cumulative effect of changes in accounting principles                                   (0.72)            0.04
----------------------------------------------------------------------------------------------------------------------
    Reported net income                                                                      0.02             1.25
    Goodwill amortization                                                                      --             0.12
----------------------------------------------------------------------------------------------------------------------
    Adjusted net income                                                                  $   0.02          $  1.37
======================================================================================================================

Diluted earnings per common share:
    Reported income before cumulative effect of
       changes in accounting principles                                                  $    0.73         $   1.19
    Cumulative effect of changes in accounting principles                                    (0.71)            0.04
----------------------------------------------------------------------------------------------------------------------
    Reported net income                                                                       0.02             1.23
    Goodwill amortization                                                                       --             0.12
----------------------------------------------------------------------------------------------------------------------
    Adjusted net income                                                                  $    0.02         $   1.35
======================================================================================================================

ComEd
                                                                                       Three Months Ended March 31,
                                                                                     ---------------------------------
                                                                                             2002              2001
----------------------------------------------------------------------------------------------------------------------
Reported income before cumulative effect
     of a change in accounting principle                                                    $ 129             $ 146
Cumulative effect of change in a accounting principle                                          --                --
----------------------------------------------------------------------------------------------------------------------
Reported net income                                                                           129               146
Goodwill amortization                                                                          --                32
----------------------------------------------------------------------------------------------------------------------
Adjusted net income                                                                         $ 129             $ 178
======================================================================================================================
</TABLE>

Generation
     The  cessation  of the  amortization  of  negative  goodwill  of AmerGen on
January  1, 2002 did not have a material  impact on  Generation's  reported  net
income for the three months ended March 31, 2002.

Exelon, PECO and Generation
     On January 1, 2001,  Generation  recognized a non-cash gain of $12 million,
net of income taxes, in earnings and deferred a non-cash gain of $4 million, net
of income taxes, in accumulated other  comprehensive  income and PECO deferred a
non-cash  gain  of $40  million,  net of  income  taxes,  in  accumulated  other
comprehensive income. SFAS No. 133, "Accounting



                                       18
<PAGE>

for Derivative Instruments and Hedging Activities" (SFAS No. 133) applies to all
derivative  instruments  and requires that such  instruments  be recorded on the
balance  sheet  either as an asset or a  liability  measured at their fair value
through  earnings,  with special  accounting  permitted  for certain  qualifying
hedges.


4.  REGULATORY ISSUES (Exelon)
     On April 1, 2002, the Illinois Commerce  Commission issued an interim order
in ComEd's  Delivery  Services Rate Case.  The order sets new delivery rates for
residential  customers  choosing a new retail electric  supplier or the Purchase
Power Option  (PPO) which  allows the purchase of electric  energy from ComEd at
market-based  rates.  The new rates are effective May 1, 2002 when retail choice
for  residential  customers  begins.  Traditional  bundled rates - rates paid by
residential  customers that retain ComEd as their electricity supplier - are not
affected  by this  Order and will  remain  frozen  through  2004.  The rates for
business  customers taking delivery  services are not impacted by the order. The
potential  revenue impact of the interim order is not expected to be material in
2002.

     As permitted by the Pennsylvania Electric Competition Act, the Pennsylvania
Department of Revenue has calculated a 2002 Revenue Neutral Reconciliation (RNR)
adjustment to the gross  receipts tax rate in order to neutralize  the impact of
electric  restructuring on its tax revenues.  The 2002 RNR adjustment  increases
the gross receipts tax rate which will increase  PECO's annual  revenues and tax
obligations  by  approximately  $50  million  per year.  In  January  2002,  the
Pennsylvania  Public Utility Commission (PUC) approved the RNR adjustment to the
gross  receipts tax rate collected from  customers.  Effective  January 1, 2002,
PECO implemented the change in the gross receipts tax rate.

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

<TABLE>
<CAPTION>
                                                                                         Three Months Ended March 31,
                                                                                       -----------------------------
                                                                                                  2002           2001
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>            <C>
Average common shares outstanding                                                                  321            320
Assumed exercise of stock options                                                                    2              4
---------------------------------------------------------------------------------------------------------------------
Average diluted common shares outstanding                                                          323            324
=====================================================================================================================
</TABLE>


                                       19
<PAGE>

6.  SEGMENT INFORMATION (Exelon)
     Exelon operates in three business segments: energy delivery, generation and
enterprises.  Energy  delivery  consists  of the  operations  of ComEd and PECO.
Beginning in 2002,  Exelon evaluates the performance of its business segments on
the basis of net income. Exelon's segment information for the three months ended
March 31,  2002 as  compared to the same period in 2001 and as of March 31, 2002
and December 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                                                    Corporate and
                                       Energy                                        Intersegment
                                     Delivery       Generation     Enterprises       Eliminations      Consolidated
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>               <C>              <C>               <C>
Revenues:
    2002                              $ 2,335          $ 1,975         $   490          $   (930)          $  3,870
    2001                                2,497            1,628             667              (969)             3,823
Net Income:
    2002                              $   215          $    79         $ (271)          $    (15)          $      8
    2001                                  266              170            (25)               (12)               399
Total Assets (Restated, See
Note 2.):
    March 31, 2002                    $26,467          $ 8,383         $ 1,373          $ (1,354)          $ 34,869
    December 31, 2001                  26,448            8,111           1,699            (1,441)            34,817
--------------------------------------------------------------------------------------------------------------------
</TABLE>


7. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Exelon and Generation)
     During the three  months ended March 31, 2002 and 2001,  Exelon  recognized
net  losses in other  comprehensive  income  relating  to  mark-to-market  (MTM)
adjustments of contracts designated as cash flow hedges as follows:

<TABLE>
<CAPTION>
                                             ComEd            PECO        Generation      Enterprises       Exelon
----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>                 <C>        <C>
2002                                        $    7           $   6         $    (122)          $   17     $     (92)
2001                                            --              --                (1)              --            (1)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     During  the  three  months  ended  March  31,  2002  and  2001,  Generation
recognized  net gains of $2  million  and $16  million,  respectively,  on power
purchase and sale  contracts not  designated  as cash flow hedges,  in Operating
Revenues and Fuel and  Purchased  Power  Expense in the  Condensed  Consolidated
Statements  of Income and  Comprehensive  Income.  During the three months ended
March 31, 2002 and 2001, no amounts were  reclassified  from  accumulated  other
comprehensive  income into earnings as a result of forecasted  energy  commodity
transactions  or forecasted  financing  transactions  no longer being  probable.
During the three  months  ended March 31, 2002 and 2001,  PECO  reclassified  no
amount  and a net  gain of $6  million,  respectively,  to other  income  in the
Condensed  Consolidated  Statements  of Income and  Comprehensive  Income,  as a
result of the  discontinuance of cash flow hedges related to certain  forecasted
transactions that were no longer probable of occurring.

     As of March  31,  2002,  deferred  net  gains and  (losses)  on  derivative
instruments  accumulated  in  other  comprehensive  income  are  expected  to be
reclassified to earnings during the next twelve months are as follows:

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                         ComEd         PECO   Generation  Enterprises       Exelon
----------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>          <C>          <C>          <C>
2002                                                   $     1       $   15       $   (7)      $    3       $    12
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     Amounts in accumulated other comprehensive  income related to interest rate
cash flows are reclassified  into earnings when the forecasted  interest payment
occurs.  Amounts in  accumulated  other  comprehensive  income related to energy
commodity cash flows are reclassified into earnings when the forecasted purchase
or sale of the energy commodity occurs.

     Generation classifies investments in the trust accounts for decommissioning
nuclear plants as available-for-sale. The following tables show the fair values,
gross  unrealized  gains and losses and amortized costs bases for the securities
held in these trust accounts.

<TABLE>
<CAPTION>
                                                                                                     March 31, 2002
                                                    ------------------------------------------------------------------
                                                                           Gross            Gross
                                                     Amortized        Unrealized       Unrealized         Estimated
                                                          Cost             Gains           Losses        Fair Value
----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>              <C>               <C>
Equity securities                                    $   1,651         $     150        $    (257)        $   1,544
Debt securities
    Government obligations                                 975                20               (5)              990
    Other debt securities                                  641                10              (24)              627
----------------------------------------------------------------------------------------------------------------------
Total debt securities                                    1,616                30              (29)            1,617
----------------------------------------------------------------------------------------------------------------------
Total available-for-sale securities                  $   3,267         $     180        $    (286)        $   3,161
======================================================================================================================
</TABLE>

     Unrealized  gains and losses are  recognized in  Accumulated  Depreciation,
Regulatory  Assets and Accumulated  Other  Comprehensive  Income in Generation's
Condensed Consolidated Balance Sheet.

     For the three  months  ended  March  31,  2002,  proceeds  from the sale of
decommissioning  trust  investments and gross realized gains and losses on those
sales were $580 million, $18 million and $32 million, respectively.

     Net  realized   losses  of  $4  million  were   recognized  in  Accumulated
Depreciation in Generation's  Consolidated  Balance Sheets at March 31, 2002 and
$10  million  of net  realized  losses  were  recognized  in  Other  Income  and
Deductions  in  Generation's  Condensed  Consolidated  Statements  of Income and
Comprehensive  Income for the three  month  period  ended  March 31,  2002.  The
available-for-sale securities held at March 31, 2002 have an average maturity of
eight to ten years.  The cost of these securities was determined on the basis of
specific identification.


8. COMMITMENTS AND CONTINGENCIES (Exelon and Generation)
     For information  regarding capital commitments and nuclear  decommissioning
and spent  fuel  storage,  see the  Commitments  and  Contingencies  Note in the
Consolidated  Financial  Statements of Exelon, ComEd and PECO for the year ended
December 31, 2001 and Generation's S-4.


                                       21
<PAGE>

Environmental Liabilities
     Exelon has  identified 72 sites where former  manufactured  gas plant (MGP)
activities have or may have resulted in actual site  contamination.  As of March
31, 2002,  Exelon had accrued $144 million for  environmental  investigation and
remediation  costs that  currently can be reasonably  estimated,  including $121
million  for  MGP  investigation  and  remediation.   Exelon,  ComEd,  PECO  and
Generation cannot predict whether they will incur other significant  liabilities
for additional  investigation and remediation costs at these or additional sites
identified  by  environmental  agencies or others,  or whether such costs may be
recoverable from third parties.

     ComEd had  accrued  $99  million  (discounted)  as of March 31,  2002,  for
environmental  investigation  and  remediation  costs  which  currently  can  be
reasonably  estimated.  This reserve included $94 million for MGP  investigation
and remediation.

     PECO had accrued  $35  million  (undiscounted)  as of March 31,  2002,  for
environmental  investigation  and  remediation  costs  which  currently  can  be
reasonably   estimated,   including  $27  million  for  MGP   investigation  and
remediation.

     Generation had accrued $10 million (undiscounted) as of March 31, 2002, for
environmental  investigation  and remediation cost, none of which relates to MGP
investigation and remediation.

Energy Commitments
     As of March 31,  2002,  Exelon and  Generation  had  long-term  commitments
relating  to the net  purchase  and sale of energy,  capacity  and  transmission
rights from unaffiliated utilities and others, including Midwest Generation, LLC
and AmerGen,  an  unconsolidated  affiliate of  Generation,  as expressed in the
following table:

<TABLE>
<CAPTION>
                                                                        Power Only Purchases from
                                    Capacity        Power Only          -------------------------      Transmission
                                   Purchases             Sales           AmerGen   Non-Affiliates  Rights Purchases
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>               <C>              <C>               <C>
2002                             $       840       $     2,210       $       201      $     1,330       $        91
2003                                   1,214             1,391               261              506                31
2004                                   1,222               809               315              144                15
2005                                     406               231               241               78                15
2006                                     406               122               241               63                 5
Thereafter                             3,657                22             2,171              252                --
----------------------------------------------------------------------------------------------------------------------
Total                            $     7,745       $     4,785       $     3,430      $     2,373       $       157
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     In connection with the 2001 corporate  restructuring,  ComEd entered into a
purchase  power  agreement  (PPA) with  Generation.  Under the terms of the PPA,
Generation has agreed to supply all of ComEd's load  requirements  through 2004.
Prices  for  this  energy  vary  depending  upon  the  time of day and  month of
delivery.  During 2005 and 2006, ComEd's PPA is a partial requirements agreement
under which ComEd will  purchase  all of its required  energy and capacity  from
Generation,  up to the  available  capacity  of the  nuclear  generating  plants
formerly owned by ComEd and  transferred  to Generation.  Under the terms of the
PPA, Generation is responsible for obtaining any required  transmission service.
The PPA also  specifies that prior to 2005,  ComEd and  Generation  will jointly
determine and agree on a market-based  price for energy  delivered under the PPA
for 2005 and 2006.  In the event that the parties  cannot agree to  market-based
prices for 2005 and 2006 prior to July 1, 2004, ComEd has the option of

                                       22
<PAGE>

terminating  the  PPA  effective  December  31,  2004.  ComEd  will  obtain  any
additional  supply required from market sources in 2005 and 2006, and subsequent
to 2006, will obtain all of its supply from market sources,  which could include
Generation.

     In connection  with the 2001 corporate  restructuring,  PECO entered into a
PPA with  Generation.  Under the terms of the PPA,  PECO obtains the majority of
its electric supply from Generation through 2010. Also, under the restructuring,
PECO  assigned  its rights and  obligations  under  various PPAs and fuel supply
agreements to Generation. Generation supplies power to PECO from the transferred
generation assets, assigned PPAs and other market sources.

     Under  terms of the  2001  corporate  restructuring,  ComEd  will  remit to
Generation any amounts  collected from customers for  decommissioning.  Under an
agreement  effective  September  2001, PECO will remit to Generation any amounts
collected from customers for decommissioning.

Litigation
ComEd
     Chicago Franchise. In March 1999, ComEd reached a settlement agreement with
the City of Chicago  (Chicago) to end the arbitration  proceeding  between ComEd
and Chicago  regarding the January 1, 1992 franchise  agreement.  As part of the
settlement  agreement,  ComEd and  Chicago  agreed to a revised  combination  of
ongoing work under the franchise  agreement and new initiatives that will result
in  defined  transmission  and  distribution  expenditures  by ComEd to  improve
electric services in Chicago. The settlement agreement provides that ComEd would
be subject to  liquidated  damages if the projects are not  completed by various
dates,  unless it was prevented  from doing so by events  beyond its  reasonable
control.  In addition,  ComEd and Chicago  established an Energy Reliability and
Capacity  Account,  into which ComEd  deposited  $25 million  during each of the
years 1999 through 2001 and has  conditionally  agreed to deposit $25 million at
the end of 2002,  to help ensure an adequate  and reliable  electric  supply for
Chicago.

     FERC Municipal  Request for Refund.  Three of ComEd's  wholesale  municipal
customers  filed a complaint  and  request  for refund  with the Federal  Energy
Regulatory  Commission  (FERC) alleging that ComEd failed to properly adjust its
rates,  as provided for under the terms of the electric  service  contracts with
the  municipal  customers and to track  certain  refunds made to ComEd's  retail
customers in the years 1992 through  1994.  In the third  quarter of 1998,  FERC
granted the complaint and directed that refunds be made,  with  interest.  ComEd
filed a request for rehearing.  On April 30, 2001, FERC issued an order granting
rehearing in which it determined that its 1998 order had been erroneous and that
no refunds  were due from ComEd to the  municipal  customers.  On June 29, 2001,
FERC  denied  the  customers'  requests  for  rehearing  of the  order  granting
rehearing.  In August  2001,  each of the three  wholesale  municipal  customers
appealed  the April 30,  2001 FERC order to the  Federal  circuit  court,  which
consolidated the appeals for the purposes of briefing and decision.  In November
2001,  the  court  suspended   briefing   pending   court-initiated   settlement
discussions.

     Retail Rate Law. In 1996,  several  developers  of  non-utility  generating
facilities filed litigation against various Illinois officials claiming that the
enforcement  against  those  facilities of an amendment to Illinois law removing
the entitlement of those facilities to state-subsidized


                                       23
<PAGE>

payments  for  electricity  sold to ComEd after March 15,  1996  violated  their
rights under the Federal and state constitutions. The developers also filed suit
against ComEd for a declaratory judgment that their rights under their contracts
with ComEd were not affected by the  amendment.  On August 4, 1999, the Illinois
Appellate  Court  held  that the  developers'  claims  against  the  state  were
premature,  and the Illinois  Supreme  Court denied leave to appeal that ruling.
Developers  of both  facilities  have since filed amended  complaints  repeating
their  allegations  that ComEd breached the contracts in question and requesting
damages  for  such  breach,  in  the  amount  of  the  difference   between  the
state-subsidized  rate  and  the  amount  ComEd  was  willing  to  pay  for  the
electricity. ComEd is contesting this matter.

     Service  Interruptions.  In August 1999,  three class action  lawsuits were
filed against ComEd, and subsequently consolidated, in the Circuit Court of Cook
County,  Illinois  seeking  damages for personal  injuries,  property damage and
economic  losses related to a series of service  interruptions  that occurred in
the summer of 1999. The combined effect of these interruptions  resulted in over
168,000  customers  losing service for more than four hours.  Conditional  class
certification  was  approved  by the court  for the sole  purpose  of  exploring
settlement talks.  ComEd filed a motion to dismiss the complaints.  On April 24,
2001, the court dismissed four of the five counts of the consolidated  complaint
without prejudice and the sole remaining count was dismissed in part. On June 1,
2001, the plaintiffs filed a second amended consolidated complaint and ComEd has
filed an  answer.  A portion  of any  settlement  or  verdict  may be covered by
insurance;  discussions  with  the  carrier  are  ongoing.  Exelon's  management
believes adequate reserves have been established in connection with these cases.

     Enron.  As a result  of Enron  Corp.'s  bankruptcy  proceeding,  ComEd  has
potential  monetary  exposure for its 366 customer  accounts that were served by
Enron Energy  Services (EES) as a billing agent.  EES has rejected its contracts
with these accounts,  with the exception of approximately 100 accounts for which
EES retains its billing  agency.  ComEd is working to ensure that customers know
what  amounts  are owed to ComEd on accounts  for which EES has been  removed as
billing agent,  and has obtained  updated billing  addresses for these accounts.
With regard to the  accounts for which EES retains its billing  agency,  ComEd's
total amount  outstanding is not material.  Because that amount is owed to ComEd
by individual customers,  it is not part of the bankrupt Enron's estate. The ICC
has rescinded EES's authority to act as an alternative retail energy supplier in
Illinois.  However,  EES never  served as a  supplier,  as  opposed to a billing
agent, to any of ComEd's retail accounts.

ComEd and Generation
     Godley  Park  District  Litigation.  On April 18,  2001,  the  Godley  Park
District  filed  suit in Will  County  Circuit  Court  against  ComEd and Exelon
alleging  that oil  spills  at  Braidwood  Station  have  contaminated  the Park
District's water supply.  The complaint sought actual damages,  punitive damages
of $100 million and statutory penalties.  The court dismissed all counts seeking
punitive damages and statutory penalties, and the plaintiff has filed an amended
complaint  before the court.  Exelon is  contesting  the  liability  and damages
sought by the plaintiff.

Generation
     Cotter Corporation  Litigation.  During 1989 and 1991, actions were brought
in Federal and state courts in Colorado against ComEd and its subsidiary, Cotter
Corporation (Cotter), seeking unspecified damages and injunctive relief based on
allegations that Cotter permitted


                                       24
<PAGE>

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 1994, a Federal jury returned nominal dollar verdicts
against  Cotter on eight  plaintiffs'  claims in the 1989 cases,  which verdicts
were upheld on appeal.  The remaining claims in the 1989 actions were settled or
dismissed. In 1998, a jury verdict was rendered against Cotter in favor of 14 of
the  plaintiffs  in  the  1991  cases,  totaling  approximately  $6  million  in
compensatory and punitive damages,  interest and medical monitoring.  On appeal,
the Tenth Circuit Court of Appeals  reversed the jury verdict,  and remanded the
case for new trial. These plaintiffs' cases were consolidated with the remaining
26  plaintiffs'  cases,  which had not been tried.  The  consolidated  trial was
completed  on June 28,  2001.  The jury  returned a verdict  against  Cotter and
awarded $16.3  million in various  damages.  On November 20, 2001,  the District
Court  entered  an  amended  final  judgment  which  included  an  award of both
pre-judgment and post-judgment interests, costs, and medical monitoring expenses
which total $43.3 million.  This matter is being appealed by Cotter in the Tenth
Circuit Court of Appeals. Cotter will vigorously contest the award.

     In  November  2000,  another  trial  involving a separate  sub-group  of 13
plaintiffs,  seeking $19  million in damages  plus  interest  was  completed  in
federal district court in Denver. The jury awarded nominal damages of $42,500 to
11 of 13  plaintiffs,  but awarded no damages for any personal  injury or health
claims,  other than requiring Cotter to perform  periodic medical  monitoring at
minimal cost. The plaintiffs  appealed the verdict to the Tenth Circuit Court of
Appeals.

     On February 18, 2000, ComEd sold Cotter to an unaffiliated  third party. As
part of the sale, ComEd agreed to indemnify Cotter for any liability incurred by
Cotter  as a result  of  these  actions,  as well as any  liability  arising  in
connection  with the West Lake  Landfill  discussed  in the next  paragraph.  In
connection with Exelon's 2001 corporate  restructuring,  the  responsibility  to
indemnify  Cotter for any liability  related to these matters was transferred by
ComEd to Generation.  Exelon's  management  believes adequate reserves have been
established in connection with these proceedings.

     The United States Environmental  Protection Agency (EPA) has advised Cotter
that it is potentially liable in connection with radiological contamination at a
site  known as the West Lake  Landfill  in  Missouri.  Cotter is alleged to have
disposed of approximately  39,000 tons of soils mixed with 8,700 tons of leached
barium sulfate at the site. Cotter,  along with three other companies identified
by the EPA as  potentially  responsible  parties  (PRPs),  is  reviewing a draft
feasibility study that recommends capping the site. The PRPs are also engaged in
discussions  with the State of  Missouri  and the EPA.  The  estimated  costs of
remediation for the site are $10 to $15 million.  Once a final feasibility study
is complete and a remedy selected, it is expected that the PRPs will agree on an
allocation  of  responsibility  for the costs.  Until an  agreement  is reached,
Exelon cannot predict its share of the costs.

     Pennsylvania  Real  Estate Tax  Appeals.  Exelon is involved in tax appeals
regarding two of its nuclear facilities, Limerick Generating Station (Montgomery
County) and Peach Bottom  Atomic Power  Station  (York  County),  and one of its
fossil facilities,  Eddystone (Delaware County).  Exelon is also involved in the
tax appeal for Three Mile Island (Dauphin County)


                                       25
<PAGE>

through AmerGen.  Exelon does not believe the outcome of these matters will have
a material  adverse  effect on  Exelon's  results  of  operations  or  financial
condition.

General
     Exelon, ComEd, PECO and Generation are involved in various other litigation
matters.  The ultimate outcome of such matters, as well as the matters discussed
above,  while  uncertain,  are not expected to have a material adverse effect on
its respective financial condition or results of operations.


9. MERGER-RELATED COSTS (Exelon and Generation)
     In association with the October 20, 2000 merger of Unicom  Corporation (the
former  parent  company of ComEd) and PECO  (Merger),  Exelon  recorded  certain
reserves for restructuring costs. The reserves associated with PECO were charged
to expense,  while the reserves  associated with Unicom were recorded as part of
the application of purchase accounting and did not affect results of operations.

     Merger-related  costs  charged  to  expense  in  2000  were  $276  million,
consisting  of $124 million for PECO  employee  costs and $152 million of direct
incremental   costs.   Direct  incremental  costs  represent  expenses  directly
associated with completing the Merger,  including  professional fees, regulatory
approval and  settlement  costs,  and settlement of  compensation  arrangements.
Employee   costs   represent   estimated   severance   costs  and   pension  and
postretirement  benefits  provided under Exelon's  merger  separation  plans for
eligible  employees  who are  expected  to be  involuntarily  terminated  before
December 2002 due to integration activities of the merged companies.

     The purchase price  allocation as of December 31, 2000 included a liability
of $307 million for Unicom employee costs and liabilities of  approximately  $39
million for estimated  costs of exiting  various  business  activities of former
Unicom activities that were not compatible with the strategic business direction
of Exelon.

     During 2001,  Exelon  finalized its plans for  consolidation  of functions,
including  negotiation  of an  agreement  with  the  union  regarding  severance
benefits to union  employees  and recorded  adjustments  to the  purchase  price
allocation as follows:

<TABLE>
<CAPTION>
                                                                        Original             2001          Adjusted
                                                                        Estimate      Adjustments       Liabilities
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>               <C>
Employee severance payments                                            $     128        $      33         $     161 (a)
Actuarially determined pension and postretirement costs                      158              (11)              147 (b)
Relocation and other severance                                                21                9                30 (a)
--------------------------------------------------------------------------------------------------------------------------
Total Unicom - Employee Cost                                           $     307        $      31         $     338
--------------------------------------------------------------------------------------------------------------------------
<FN>
(a)  The  increase  is a  result  of the  identification  in 2001 of  additional
     positions to be eliminated.
(b)  The  reduction  results from lower  estimated  pension and post  retirement
     welfare benefits reflecting revised actuarial estimates.
</FN>
</TABLE>

     Additional  employee  severance costs of $48 million  primarily  related to
PECO employees were charged to expense in 2001. Exelon  anticipates that a total
of $281 million of employee costs will be funded from pension and postretirement
benefit plans.


                                       26
<PAGE>


     The following table provides a  reconciliation  of the reserve for employee
severance and relocation costs associated with the merger:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
<S>                                                                                   <C>
Employee severance and relocation reserve as of October 20, 2000                       $     149
Additional reserve                                                                            42
---------------------------------------------------------------------------------------------------
Adjusted employee severance and relocation reserve                                           191
Payments to employees (October 2000-December 2001)                                           (77)
Payments to employees (January 2002-March 2002)                                              (15)
---------------------------------------------------------------------------------------------------
Employee severance and relocation reserve as of March 31, 2002                         $      99
===================================================================================================
</TABLE>

     As  part of the  January  2001  corporate  restructuring,  portions  of the
employee  severance and  restructuring  reserve were  transferred  from ComEd to
Generation,  Enterprises and BSC.  Approximately  $62 million and $30 million of
the employee  severance and  relocation  reserve as of March 31, 2002 relates to
ComEd and Generation, respectively, and is reflected on the Consolidated Balance
Sheets of those entities.

     Approximately  3,300 Unicom and PECO positions  have been  identified to be
eliminated as a result of the merger.  Exelon has terminated  1,745 employees as
of March 31, 2002 of which 284 were terminated in the first quarter of 2002. The
remaining positions are expected to be eliminated by the end of 2002.


10.  LONG-TERM DEBT (Exelon)
     On March 13, 2002, ComEd issued $400 million of 6.15% First Mortgage Bonds,
due March 15, 2012.  On March 21, 2002,  ComEd  redeemed  $200 million of 8.625%
First Mortgage Bonds at the redemption  price of 103.84% of the principal amount
plus accrued interest.  These bonds had a maturity date of February 1, 2022. The
$400 million bond issuance was a replacement of the $200 million bonds called on
March 21,  2002 and the $196  million  9.875%  First  Mortgage  Bonds which were
called in November 2001.

     In connection  with the issuance of $400 million of First  Mortgage  Bonds,
ComEd settled forward  starting  interest rate swaps in the aggregate  amount of
$375  million  resulting in a $9 million  loss  recorded in other  comprehensive
income, which is being amortized over the expected remaining life of the related
debt.


11.  SALE OF ACCOUNTS RECEIVABLE  (Exelon)
     PECO is party to an  agreement,  which  expires in  November  2005,  with a
financial  institution  under which it can sell or finance with limited recourse
an undivided  interest,  adjusted  daily,  in up to $225  million of  designated
accounts receivable. As of March 31, 2002, PECO had sold a $225 million interest
in  accounts  receivable,  consisting  of a $163  million  interest  in accounts
receivable that PECO accounted for as a sale under SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities,
a  Replacement  of  FASB  Statement  No.  125"  and a $62  million  interest  in
special-agreement  accounts  receivable  which were accounted for as a long-term
note payable.  PECO retains the servicing  responsibility for these receivables.
The agreement requires PECO to maintain the $225 million interest,


                                       27
<PAGE>

which,  if not met,  requires  PECO to  deposit  cash in order to  satisfy  such
requirements.  At March 31, 2002, PECO met this requirement and was not required
to make any cash deposits.


12. RELATED-PARTY TRANSACTIONS (Exelon and Generation)
Exelon and Generation
     In February 2002,  Generation  entered into an agreement to loan AmerGen up
to $75  million  at an  interest  rate  equal to the  1-month  London  Interbank
Offering Rate plus 2.25%.  As of March 31, 2002,  $46 million had been loaned to
AmerGen. The loan is due November 30, 2002.

     Generation  has entered into PPAs dated  December 18, 2001 and November 22,
1999 with AmerGen.  Under the 2001 PPA,  Generation  has agreed to purchase from
AmerGen all the energy from Unit No. 1 at Three Mile Island Nuclear Station from
January 1, 2002 through  December 31, 2014.  Under the 1999 PPA,  Generation has
agreed to purchase from AmerGen all of the residual  energy from Clinton Nuclear
Power Station  (Clinton),  through  December 31, 2002.  Currently,  the residual
output  approximates  25% of the total  output of Clinton.  For the three months
ended March 31, 2002 and 2001,  the amount of purchased  power  recorded in Fuel
and  Purchased  Power in the  Condensed  Consolidated  Statements  of Income and
Comprehensive Income is $56 million and $10 million,  respectively.  As of March
31, 2002 and December 31, 2001,  Generation  had a payable of $19 million and $3
million, respectively, resulting from these PPAs.

     Under a service agreement dated March 1, 1999,  Generation provides AmerGen
with certain  operation and support services to the nuclear  facilities owned by
AmerGen.  This service agreement has an indefinite term and may be terminated by
Generation  or AmerGen on 90 days notice.  Generation is  compensated  for these
services in an amount agreed to in the work order,  but not less than the higher
of fully  allocated  costs for performing the services or the market price.  For
the three  months ended March 31, 2002 and 2001,  the amount  charged to AmerGen
for these  services was $14 million and $16 million,  respectively.  As of March
31, 2002 and December 31, 2001,  Generation  had a receivable of $46 million and
$47 million, respectively, resulting from these services.

Generation
     Generation had a short-term receivable of $59 million at March 31, 2002 and
December 31, 2001,  and a long-term  receivable of $275 million and $291 million
at March 31, 2002 and  December  31, 2001,  respectively,  from ComEd  primarily
representing   ComEd's  legal  requirements  to  remit  collections  of  nuclear
decommissioning   costs  from   customers  to  Generation   resulting  from  the
restructuring.  These receivables from ComEd were included in Current Assets and
Deferred Debits and Other Liabilities,  respectively,  on Generation's Condensed
Consolidated Balance Sheets.

     Effective  January 1,  2001,  Generation  entered  into PPAs with ComEd and
PECO.  Intercompany  power sales pursuant to the PPAs for the three months ended
March 31, 2002 and March 31, 2001 were $835 million,  including  decommissioning
reveue of $3 million, and $852 million,  including decommissioning revenue of $3
million, respectively. At March 31, 2002 and December 31, 2001, there was a $271
million and $273 million receivable, respectively, for the



                                       28
<PAGE>

PPAs as well as other  services  provided which is included in Current Assets on
Generation's Condensed Consolidated Balance Sheets.

     Generation  sells power to Exelon Energy.  Power sales for the three months
ended March 31, 2002 and 2001 were $57 million and $61 million, respectively. At
March 31, 2002 and December  31,  2001,  there was a $19 million and $15 million
receivable, respectively.

     Generation  purchases  power from  AmerGen  under PPAs as  discussed in the
Exelon and Generation section of this note.  Additionally,  Generation purchases
power from PECO for  Generation's  own use,  buys back excess  power from Exelon
Energy and  purchases  transmission  and ancillary  services  from ComEd.  These
purchases, including AmerGen, for the three months ended March 31, 2002 and 2001
were $72 million and $18 million,  respectively.  At March 31, 2002 and December
31,  2001,  Generation  had  payables  for such  services  of $4 million and $26
million, respectively.

     Generation  receives  a variety of  corporate  support  services  from BSC,
including legal, human resources, financial and information technology services.
Such services,  provided at cost including applicable overhead, were $14 million
and $13 million for the three  months  ended March 31, 2002 and March 31,  2001,
respectively,  and were included in Operating and  Maintenance  (O&M) expense on
Generation's  Condensed  Consolidated  Statements  of Income  and  Comprehensive
Income.  At March 31, 2002 and December 31, 2001, there was an $8 million and an
$18  million  payable,  respectively,  to BSC for  services  provided  which  is
included in Current Liabilities on Generation's  Condensed  Consolidated Balance
Sheets.

     In order to facilitate payment processing,  ComEd processes certain invoice
payments on behalf of  Generation.  Payables at March 31, 2002 and  December 31,
2001  to  ComEd  for  such  services  totaled  $119  million  and  $21  million,
respectively, and were included in Current Liabilities on Generation's Condensed
Consolidated Balance Sheets.

     In  relation  to the  December  18,  2001  acquisition  of  49.9%  of Sithe
Energies,  Inc.  (Sithe) common stock,  Generation had a $700 million payable to
Exelon, which was repaid in the second quarter of 2001. Interest expense related
to this payable for the three months ended March 31, 2001 was $15 million.


13. NEW ACCOUNTING PRONOUNCEMENTS (Exelon and Generation)
     In June 2001, the FASB issued SFAS No. 143, "Asset Retirement  Obligations"
(SFAS No. 143). In August 2001,  the FASB issued SFAS No. 144,  "Accounting  for
the Impairment or Disposal of Long-Lived  Assets" (SFAS No. 144). In April 2002,
the FASB issued SFAS No. 145, " Rescission of FASB  Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS No. 145).

     SFAS No. 143 provides  accounting  requirements for retirement  obligations
associated with tangible long-lived assets. Exelon expects to adopt SFAS No. 143
on January 1, 2003.  Retirement  obligations  associated with long-lived  assets
included  within the scope of SFAS No. 143 are those for which  there is a legal
obligation  to settle under  existing or enacted law,  statute,  written or oral
contract or by legal  construction  under the doctrine of  promissory  estoppel.

                                       29
<PAGE>

Adoption of SFAS No. 143 will change the accounting for the  decommissioning  of
Exelon's nuclear generating plants. Currently, Generation records the obligation
for  decommissioning  ratably over the lives of the plants.  The January 1, 2003
adoption of SFAS No. 143 will require a cumulative effect  adjustment  effective
the date of adoption to adjust plant assets and  decommissioning  liabilities to
the  values  they  would  have been had this  standard  been  employed  from the
in-service dates of the plants.

     The  effect  of  this  cumulative   adjustment  will  be  to  increase  the
decommissioning  liability  to  reflect  a full  decommissioning  obligation  in
current year dollars.  Additionally, the standard will require the accrual of an
asset related to the full amount of the decommissioning  obligation,  which will
be amortized over the remaining lives of the plants.  The net difference between
the asset  recognized  and the liability  recorded upon adoption of SFAS No. 143
will be charged to  earnings  and  recognized  as a  cumulative  effect,  net of
expected  regulatory  recovery.  The  decommissioning  liability  to be recorded
represents an obligation for the future  decommissioning of the plants, and as a
result interest expense will be accrued on this liability until such time as the
obligation is satisfied.

     Exelon is in the  process of  evaluating  the impact of SFAS No. 143 on its
financial  statements,  and cannot  determine the ultimate impact of adoption at
this time, however the cumulative effect could be material to Exelon's earnings.
Additionally,  although  over the life of the plant the charges to earnings  for
the depreciation of the asset and the interest on the liability will be equal to
the amounts currently recognized as decommissioning expense, the timing of those
charges will change and in the  near-term  period  subsequent  to adoption,  the
depreciation  of the asset and the interest on the liability  could result in an
increase in expense.

     Exelon, ComEd, PECO and Generation adopted SFAS No. 144 on January 1, 2002.
SFAS  No.  144  establishes  accounting  and  reporting  standards  for both the
impairment  and disposal of  long-lived  assets.  SFAS No. 144 is effective  for
fiscal years  beginning after December 15, 2001 and its provisions are generally
applied prospectively.  The adoption of this statement had no effect on Exelon's
reported financial positions, results of operations or cash flows.

     SFAS No.  145  eliminates  SFAS No. 4  "Reporting  Gains  and  Losses  from
Extinguishment  of Debt"  (SFAS No. 4) and thus  allows for only those  gains or
losses on the  extinguishment  of debt that meet the  criteria of  extraordinary
items to be  treated  as such in the  financial  statements.  SFAS No.  145 also
amends  Statement of Financial  Accounting  Standards  No. 13,  "Accounting  for
Leases",  (SFAS No. 13) to require  sale-leaseback  accounting for certain lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.  This  provisions of this statement  relating to the rescission of
SFAS No. 4 are  effective  for fiscal years  beginning  after May 15, 2002,  the
provisions  of this  statement  relating  to the  amendment  of SFAS No.  13 are
effective  for  transactions  occurring  after  May  15,  2002,  and  all  other
provisions of this Statement are effective for financial statements issued on or
after May 15, 2002.  Exelon is in the process of  evaluating  the impact of SFAS
No.  145 on its  financial  statements,  and does not  expect  the  impact to be
material.


                                       30
<PAGE>

14. CHANGE IN ACCOUNTING ESTIMATE (Exelon and Generation)
     Effective  April 1,  2001,  Generation  changed  its  accounting  estimates
related to the depreciation and decommissioning of certain generating  stations.
The  estimated  service  lives  were  extended  by 20 years  for  three  nuclear
stations,  by periods of up to 20 years for certain  fossil  stations  and by 50
years for a pumped  storage  station.  Effective  July 1,  2001,  the  estimated
service lives were extended by 20 years for the remainder of Exelon's  operating
nuclear  stations.   These  changes  were  based  on  engineering  and  economic
feasibility  studies  performed by Generation  considering,  among other things,
future capital and maintenance  expenditures at these plants. As a result of the
change,  net income for the three  months  ended  March 31, 2002  increased  $35
million ($20 million, net of income taxes).


15.  SUBSEQUENT EVENTS (Exelon and Generation)
     On April 25, 2002, Generation completedthe purchase of two TXU Energy power
plants  located  in the  Dallas  and Fort  Worth  areas  for $443  million.  The
agreement was first announced in December 2001. The purchase includes the 893 MW
Mountain Creek Steam  Electric  Station in Dallas and the 1,441 MW Handley Steam
Electric  Station in Fort Worth. The purchase was funded with available cash and
Exelon commercial paper.

     On April 1, 2002, Exelon Enterprises completed the sale of its 49% interest
in AT&T  Wireless  PCS of  Philadelphia,  LLC to a subsidiary  of AT&T  Wireless
Services  for  $285  million  in  cash.  The  after-tax  gain  is  estimated  at
approximately  $120 million with a resulting  $0.37 earnings per share (diluted)
gain, which will be reported as part of second quarter  earnings.  Proceeds from
the transaction will be used for Exelon's general corporate purposes.


PART II. OTHER INFORMATION

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


         99.1   - Management's Discussion and Analysis of Financial Condition
                  and Results of Operations and Index to Financial Statements of
                  Exelon Generation Company, LLC, filed by Exelon Generation
                  Company, LLC with the Securities Exchange Commission on April
                  24, 2002 on Registration Statement Form S-4 (File No.
                  333-85496).
       Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United
       States Code (Sarbanes - Oxley Act of 2002) as to the Quarterly Report on
       Form 10-Q for the quarterly period ended September 30, 2002 filed by the
       following officers for the following companies:
       -------------------------------------------------------------------------
       99.2 -     Filed by John W. Rowe for Exelon Corporation
       99.3 -     Filed by Ruth Ann M. Gillis for Exelon Corporation
       99.4 -     Filed by Oliver D. Kingsley for Exelon Generation Company, LLC
       99.5 -     Filed by Ruth Ann M. Gillis for Exelon Generation Company, LLC


                                       31
<PAGE>

(b) Reports on Form 8-K:

     Exelon  filed  Current  Reports on Form 8-K during the three  months  ended
March 31, 2002 regarding the following items:

 Date of Earliest
 Event Reported       Description of Item Reported
--------------------------------------------------------------------------------
 January 25, 2002     "ITEM 5. OTHER EVENTS" regarding  Exelon's  restatement of
                      third  quarter  earnings  and  reaffirming  2001  earnings
                      guidance.

 January 29, 2002     "ITEM 5.  OTHER  EVENTS"  regarding  the  announcement  of
                      Exelon's consolidated earnings for the year ended December
                      31, 2001 and "ITEM 9. REGULATION FD DISCLOSURE"  regarding
                      highlights   of  the  Exelon   Fourth   Quarter   Earnings
                      Conference Call.

 February 12, 2002    "ITEM   9.   REGULATION   FD   DISCLOSURE"   regarding   a
                      presentation  by  Corbin A.  McNeill,  Jr.,  Chairman  and
                      Co-CEO of Exelon at the UBS Warburg  Energy and  Utilities
                      Conference.  The  exhibits  include  the  slides  used and
                      copies  of  the  materials  made  available  to  investors
                      attending the conference.

 February 18, 2002    "ITEM   9.   REGULATION   FD   DISCLOSURE"   regarding   a
                      presentation  by  Corbin A.  McNeill,  Jr.,  Chairman  and
                      Co-CEO  of  Exelon  at  the  EEI  International  Financial
                      Conference,  London.  The exhibit includes the slides used
                      during the presentation.

 February 28, 2002    "ITEM  5.  OTHER  EVENTS"   regarding   certain  financial
                      information   of   Exelon   Corporation   and   Subsidiary
                      Companies. The exhibits under "ITEM 7. FINANCIAL STATEMENT
                      AND  EXHIBITS"  include  the  Consent  of the  Independent
                      Public  Accountants,  Selected  Financial Data, Market for
                      Registrant's   Common   Equity  and  Related   Stockholder
                      Matters, Management's Discussion and Analysis of Financial
                      Condition  and  Results  of   Operations,   and  Financial
                      Statements and Supplementary Data.

 March 1, 2002        "ITEM  5.  OTHER  EVENTS"  regarding  issuance  of a press
                      release  announcing  the sale of  Exelon's  interest  in a
                      joint venture with AT&T Wireless.

 March 5, 2002        "ITEM   9.   REGULATION   FD   DISCLOSURE"   regarding   a
                      presentation  by John W.  Rowe,  President  and  Co-CEO of
                      Exelon at the Morgan Stanley  Global  Electricity & Energy
                      Conference  in New York City.  The  exhibits  include  the
                      slides used during the  presentation  and  materials  made
                      available to investors attending the conference.

--------------------------------------------------------------------------------


                                       32
<PAGE>

     Generation  did not file any  Current  Reports on Form 8-K during the three
months ended March 31, 2002.


                                       33
<PAGE>


                                   SIGNATURES
                                   ----------

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



                               EXELON CORPORATION

/s/ John W. Rowe                                   /s/ Ruth Ann M. Gillis
---------------------------                        -----------------------------
JOHN W. ROWE                                       RUTH ANN M. GILLIS
Chairman of the Board and                          Senior Vice President and
Chief Executive Officer                            Chief Financial Officer


Date:  October 30, 2002

--------------------------------------------------------------------------------

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

                         EXELON GENERATION COMPANY, LLC

/s/ Oliver D. Kingsley Jr.                         /s/ Ruth Ann M. Gillis
---------------------------                        -----------------------------
OLIVER D. KINGSLEY JR.                             RUTH ANN M. GILLIS
Chief Executive Officer and                        Senior Vice President and
President                                          Chief Financial Officer
                                                   Exelon Corporation
                                                   (Principal Financial Officer)



Date:  October 30, 2002


                                       34
<PAGE>


                                 CERTIFICATIONS
--------------------------------------------------------------------------------

     CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934

I, John W. Rowe certify that:

1. I have reviewed this amended quarterly report on Form 10-Q/A of Exelon
Corporation;

2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
amended quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended
quarterly report;

Date: October 30, 2002
                                /s/ John w. Rowe
                            ------------------------
                                  John W. Rowe
                Chairman of the Board and Chief Executive Officer


                                       35
<PAGE>

     CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934
--------------------------------------------------------------------------------

I, Ruth Ann M. Gillis certify that:

1. I have reviewed this amended quarterly report on Form 10-Q/A of Exelon
Corporation;

2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
amended quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended
quarterly report;

Date: October 30, 2002
                             /s/ Ruth Ann M. Gillis
                            ------------------------
                               Ruth Ann M. Gillis
                Senior Vice President and Chief Financial Officer


                                       36
<PAGE>

     CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934
--------------------------------------------------------------------------------

I, Oliver D. Kingsley Jr. certify that:

1. I have reviewed this amended quarterly report on Form 10-Q/A of Exelon
Generation Company, LLC;

2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
amended quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended
quarterly report;

Date: October 30, 2002
                           /s/ Oliver D. Kingsley Jr
                          ----------------------------
                             Oliver D. Kingsley Jr.
                      Chief Executive Officer and President


                                       37
<PAGE>

     CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934
--------------------------------------------------------------------------------

I, Ruth Ann M. Gillis certify that:

1. I have reviewed this amended quarterly report on Form 10-Q/A of Exelon
Generation Company, LLC;

2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
amended quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended
quarterly report;

Date: October 30, 2002

                             /s/ Ruth Ann M. Gillis
                            ------------------------
                               Ruth Ann M. Gillis
                Senior Vice President and Chief Financial Officer
                               Exelon Corporation


                                       38