The Registrants are exposed to certain risks related to ongoing business operations. The primary risks managed by using derivative instruments are commodity price risk and interest rate risk. To the extent the amount of energy Exelon generates differs from the amount of energy it has contracted to sell, the Registrants are exposed to market fluctuations in the prices of electricity, fossil fuels and other commodities. The Registrants employ established policies and procedures to manage their risks associated with market fluctuations by entering into physical contracts as well as financial derivative contracts including swaps, futures, forwards, options and short-term and long-term commitments to purchase and sell energy and energy-related products. The Registrants believe these instruments, which are classified as either economic hedges or non-derivatives, mitigate exposure to fluctuations in commodity prices. Exposure to interest rate risk exists as a result of the issuance of variable and fixed-rate debt, commercial paper and lines of credit.

Derivative accounting guidance requires that derivative instruments be recognized as either assets or liabilities at fair value. Under these provisions, economic hedges are recognized on the balance sheet at their fair value unless they qualify for the normal purchases and normal sales exception. The Registrants have applied the normal purchases and normal sales scope exception to certain derivative contracts for the forward sale of generation, power procurement agreements, and natural gas supply agreements. For economic hedges that qualify and are designated as cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in value of the underlying exposure is deferred in accumulated OCI and later reclassified into earnings when the underlying transaction occurs. For economic hedges that do not qualify or are not designated as cash flow hedges, changes in the fair value of the derivative are recognized in earnings each period and are classified as other derivatives in the following tables. Non-derivative contracts for access to additional generation and for sales to load-serving entities are accounted for primarily under the accrual method of accounting, which is further discussed in Note 18 of the 2010 Form 10-K. Additionally, Generation is exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation's energy marketing portfolio but represent a small portion of Generation's overall energy marketing activities.

Economic Hedging. The Registrants are exposed to commodity price risk primarily relating to changes in the market price of electricity, fossil fuels, and other commodities associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity, weather conditions, governmental regulatory and environmental policies, and other factors. Within Exelon, Generation has the most exposure to commodity price risk. Generation uses a variety of derivative and non-derivative instruments to manage the commodity price risk of its electric generation facilities, including power sales, fuel and energy purchases, and other energy-related products marketed and purchased. In order to manage these risks, Generation may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from forecasted sales of energy and purchases of fuel and energy. The objectives for entering into such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return on electric generation operations, fixing the price of a portion of anticipated fuel purchases for the operation of power plants, and fixing the price for a portion of anticipated energy purchases to supply load-serving customers. The portion of forecasted transactions hedged may vary based upon management's policies and hedging objectives, the market, weather conditions, operational and other factors. Generation is also exposed to differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference is actively managed through other instruments which include financial transmission rights, whose changes in fair value are recognized in earnings each period, and auction revenue rights.

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation's owned and contracted generation positions that have not been hedged. Generation hedges commodity risk on a ratable basis over three-year periods. As of June 30, 2011, the percentage of expected generation hedged was 95%-98%, 82%-85%, and 49%-52% for 2011, 2012 and 2013, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation represents the amount of energy estimated to be generated or purchased through owned or contracted capacity. Equivalent sales represent all hedging products, which include cash flow hedges, other derivatives and certain non-derivative contracts including sales to ComEd and PECO to serve their retail load.

ComEd has locked in a fixed price for a significant portion of its commodity price risk through the five-year financial swap contract with Generation that expires on May 31, 2013, which is discussed in more detail below. In addition, the contracts that Generation has entered into with ComEd and that ComEd has entered into with Generation and other suppliers as part of the ComEd power procurement agreements, which are further discussed in Note 2 of the 2010 Form 10-K, qualify for the normal purchases and normal sales scope exception. Based on the Illinois Settlement Legislation and ICC-approved procurement methodologies permitting ComEd to recover its electricity procurement costs from retail customers with no mark-up, ComEd's price risk related to power procurement is limited.

In order to fulfill a requirement of the Illinois Settlement Legislation, Generation and ComEd entered into a five-year financial swap contract effective August 28, 2007. The financial swap is designed to hedge spot market purchases, which, along with ComEd's remaining energy procurement contracts, meet its load service requirements. The remaining swap contract volume is 3,000 MWs through May 2013. The terms of the financial swap contract require Generation to pay the around-the-clock market price for a portion of ComEd's electricity supply requirement, while ComEd pays a fixed price. The contract is to be settled net, for the difference between the fixed and market pricing, and the financial terms only cover energy costs and do not cover capacity or ancillary services. The financial swap contract is a derivative financial instrument that has been designated by Generation as a cash flow hedge. Consequently, Generation records the fair value of the swap on its balance sheet and records changes in fair value to OCI. ComEd has not elected hedge accounting for this derivative financial instrument. ComEd records the fair value of the swap on its balance sheet, however, since the financial swap contract was deemed prudent by the Illinois Settlement Legislation, ComEd receives full cost recovery for the contract in rates and the change in fair value each period is recorded by ComEd as a regulatory asset or liability. See Note 2 of the 2010 Form 10-K for additional information regarding the Illinois Settlement Legislation. In Exelon's consolidated financial statements, all financial statement effects of the financial swap recorded by Generation and ComEd are eliminated.

On December 17, 2010, ComEd entered into several 20-year floating-to-fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy and associated RECs. Delivery under the contracts begins in June 2012. These contracts are designed to lock in a portion of the long-term commodity price risk resulting from the renewable energy resource procurement requirements in the Illinois Settlement Legislation. ComEd has not elected hedge accounting for these derivative financial instruments. ComEd records the fair value of the swap contracts on its balance sheet. Because ComEd receives full cost recovery for energy procurement and related costs from retail customers, the change in fair value each period is recorded by ComEd as a regulatory asset or liability.

PECO has contracts to procure electric supply that were executed through the competitive RFP process outlined in its PAPUC-approved DSP Program, which is further discussed in Note 3—Regulatory Matters. Based on Pennsylvania legislation and the DSP Program permitting PECO to recover its electric supply procurement costs from retail customers with no mark-up, PECO's price risk related to electric supply procurement is limited. PECO locked in fixed prices for a significant portion of its commodity price risk through full requirements contracts and block contracts. PECO's full requirements contracts and block contracts, which are considered derivatives, qualify for the normal purchases and normal sales scope exception under current derivative authoritative guidance. For block contracts designated as normal purchases after inception, the mark-to-market balances previously recorded on PECO's Consolidated Balance Sheet are being amortized over the terms of the contracts, which began on January 1, 2011.

PECO's natural gas procurement policy is designed to achieve a reasonable balance of long-term and short-term gas purchases under different pricing approaches in order to achieve system supply reliability at the least cost. PECO's reliability strategy is two-fold. First, PECO must assure that there is sufficient transportation capacity to satisfy delivery requirements. Second, PECO must ensure that a firm source of supply exists to utilize the capacity resources. All of PECO's natural gas supply and asset management agreements that are derivatives qualify for the normal purchases and normal sales scope exception and have been designated as such. Additionally, in accordance with the 2010 PAPUC PGC settlement and to reduce the exposure of PECO and its customers to natural gas price volatility, PECO has continued its program to purchase natural gas for both winter and summer supplies using a layered approach of locking-in prices ahead of each season with long-term gas purchase agreements (those with primary terms of at least twelve months). Under the terms of the 2010 PGC settlement, PECO is required to lock in (i.e., economically hedge) the price of a minimum volume of its long-term gas commodity purchases. PECO's gas-hedging program covers 22% to 29% of planned natural gas purchases in support of projected firm sales. The hedging program for natural gas procurement has no direct impact on PECO's financial position or results of operations as natural gas costs are fully recovered from customers under the PGC.

Proprietary Trading. Generation also enters into certain energy-related derivatives for proprietary trading purposes. Proprietary trading includes all contracts entered into purely to profit from market price changes as opposed to hedging an exposure and is subject to limits established by Exelon's RMC. The proprietary trading activities, which included volumes of 1,496 GWh and 2,829 GWh for the three and six months ended June 30, 2011, respectively, and 889 GWh and 1,808 GWh for the three and six months ended June 30, 2010, respectively, are a complement to Generation's energy marketing portfolio but represent a small portion of Generation's revenue from energy marketing activities. Neither ComEd nor PECO enter into derivatives for proprietary trading purposes.

The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. The Registrants may also utilize fixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to manage their interest rate exposure. In addition, the Registrants may utilize interest rate derivatives to lock in interest rate levels in anticipation of future financings, which are typically designated as cash flow hedges. These strategies are employed to manage interest rate risks. A hypothetical 10% increase in the interest rates associated with variable-rate debt would result in less than a $1 million decrease in each of Exelon's, ComEd's and PECO's pre-tax income for the three months ended June 30, 2011.

Fair Value Hedges. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. Exelon includes the gain or loss on the hedged items and the offsetting loss or gain on the related interest rate swaps in interest expense as follows:

At June 30, 2011 and December 31, 2010, Exelon had $100 million of notional amounts of fair value hedges outstanding related to interest rate swaps, with fair value assets of $14 million and $14 million, respectively, which expire in 2015. During the three and six months ended June 30, 2011 and 2010, there was no impact on the results of operations as a result of ineffectiveness from fair value hedges.

Fair value accounting guidance requires the fair value of derivative instruments to be shown in the Notes to the Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to master netting agreements and qualify for net presentation in the Consolidated Balance Sheet. In the table below, Generation's cash flow hedges, other derivatives and proprietary trading derivatives are shown gross and the impact of the netting of fair value balances with the same counterparty, as well as netting of collateral, is aggregated in the collateral and netting column. Excluded from the tables below are economic hedges that qualify for the normal purchases and normal sales scope exception and other non-derivative contracts that are accounted for under the accrual method of accounting.

The following table provides a summary of the derivative fair value balances recorded by the Registrants as of June 30, 2011:

		Generation										ComEd		PECO		Other				Exelon
		Generation										ComEd		PECO		Other				Exelon
								Collateral
		Cash Flow		Other		Proprietary		and				Other		Other		Other		Intercompany		Total
Derivatives		Hedges(a)(d)		Derivatives		Trading		Netting(b)		Subtotal(c)		Derivatives(a)(e)		Derivatives (d)		Derivatives		Eliminations(a)(d)		Derivatives

Mark-to-market
	derivative assets (current assets)	$	335	$	841	$	173	$	(911)	$	438	$	0	$	0	$	0	$	0	$	438
Mark-to-market
	derivative assets with affiliate (current assets)		414		0		0		0		414		0		0		0		(414)		0
Mark-to-market
	derivative assets (noncurrent assets)		148		399		60		(297)		310		0		0		14		0		324
Mark-to-market
	derivative assets with affiliate (noncurrent assets)		345		0		0		0		345		0		0		0		(345)		0

Total mark-to-market
	derivative assets	$	1,242	$	1,240	$	233	$	(1,208)	$	1,507	$	0	$	0	$	14	$	(759)	$	762

Mark-to-market
	derivative liabilities (current liabilities)	$	(46)	$	(452)	$	(150)	$	601	$	(47)	$	(1)	$	(2)	$	0	$	0	$	(50)
Mark-to-market
	derivative liability with affiliate (current liabilities)		0		0		0		0		0		(412)		(2)		0		414		0
Mark-to-market
	derivative liabilities (noncurrent liabilities)		(50)		(119)		(49)		182		(36)		(30)		0		0		0		(66)
Mark-to-market
	derivative liability with affiliate (noncurrent liabilities)		0		0		0		0		0		(345)		0		0		345		0

Total mark-to-market
	derivative liabilities		(96)		(571)		(199)		783		(83)		(788)		(4)		0		759		(116)

Total mark-to-market
	derivative net assets (liabilities)	$	1,146	$	669	$	34	$	(425)	$	1,424	$	(788)	$	(4)	$	14	$	0	$	646

(a) Includes current and noncurrent assets for Generation and current and noncurrent liabilities for ComEd of $412 million and $345 million, respectively, related to the fair value of the five-year financial swap contract between Generation and ComEd, as described above.

(b) Represents the netting of fair value balances with the same counterparty and the application of collateral.

(c) Current and noncurrent assets are shown net of collateral of $300 million and $92 million, respectively, and current and noncurrent liabilities are shown inclusive of collateral of $9 million and $24 million, respectively. The total cash collateral received, net of cash collateral posted and offset against mark-to-market assets and liabilities was $425 million at June 30, 2011.

(d) Includes current assets for Generation and current liabilities for PECO of $2 million related to the fair value of PECO's block contracts with Generation. There were no netting adjustments or collateral received as of June 30, 2011. The PECO block contracts were designated as normal purchases in May 2010. As such, no additional changes in fair value of PECO's block contracts were recorded and the mark-to-market balances previously recorded are being amortized over the terms of the contracts.

(e) Includes current and noncurrent liabilities relating to floating-to-fixed energy swap contracts with unaffiliated suppliers.

The following table provides a summary of the derivative fair value balances recorded by the Registrants as of December 31, 2010:

		Generation										ComEd		PECO		Other				Exelon
		Generation										ComEd		PECO		Other				Exelon
								Collateral
		Cash Flow		Other		Proprietary		and				Other		Other		Other		Intercompany		Total
	Derivatives	Hedges(a)(d)		Derivatives		Trading		Netting(b)		Subtotal(c)		Derivatives(a)(e)		Derivatives (d)		Derivatives		Eliminations(a)(d)		Derivatives
Mark-to-market
	derivative assets (current assets)	$	532	$	1,203	$	225	$	(1,473)	$	487	$	0	$	0	$	0	$	0	$	487
Mark-to-market
	derivative assets with affiliate (current assets)		455		0		0		0		455		0		0		0		(455)		0
Mark-to-market
	derivative assets (noncurrent assets)		204		547		56		(416)		391		4		0		14		0		409
Mark-to-market
	derivative assets with affiliate (noncurrent assets)		525		0		0		0		525		0		0		0		(525)		0

Total mark-to-market
	derivative assets	$	1,716	$	1,750	$	281	$	(1,889)	$	1,858	$	4	$	0	$	14	$	(980)	$	896

Mark-to-market
	derivative liabilities (current liabilities)	$	(21)	$	(551)	$	(200)	$	738	$	(34)	$	0	$	(4)	$	0	$	0	$	(38)
Mark-to-market
	derivative liability with affiliate (current liabilities)		0		0		0		0		0		(450)		(5)		0		455		0
Mark-to-market
	derivative liabilities (noncurrent liabilities)		(24)		(143)		(54)		200		(21)		0		0		0		0		(21)
Mark-to-market
	derivative liability with affiliate (noncurrent liabilities)		0		0		0		0		0		(525)		0		0		525		0

Total mark-to-market
	derivative liabilities		(45)		(694)		(254)		938		(55)		(975)		(9)		0		980		(59)

Total mark-to-market
	derivative net assets (liabilities)	$	1,671	$	1,056	$	27	$	(951)	$	1,803	$	(971)	$	(9)	$	14	$	0	$	837

(a) Includes current and noncurrent assets for Generation and current and noncurrent liabilities for ComEd of $450 million and $525 million, respectively, related to the fair value of the five-year financial swap contract between Generation and ComEd, as described above.

(b) Represents the netting of fair value balances with the same counterparty and the application of collateral.

(c) Current and noncurrent assets are shown net of collateral of $725 million and $199 million, respectively, and current and noncurrent liabilities are shown inclusive of collateral of $10 million and $17 million, respectively. The total cash collateral received net of cash collateral posted and offset against mark-to-market assets and liabilities was $951 million at December 31, 2010.

(d) Includes current assets for Generation and current liabilities for PECO of $5 million related to the fair value of PECO's block contracts with Generation. There were no netting adjustments or collateral received as of December 31, 2010. The PECO block contracts were designated as normal purchases in May 2010. As such, no additional changes in the fair value of PECO's block contracts were recorded. Previously recorded mark-to-market-balances are being amortized over the term of the contract.

(e) Includes noncurrent assets relating to floating-to-fixed energy swap contracts with unaffiliated suppliers.

Cash Flow Hedges (Exelon, Generation and ComEd). Economic hedges that qualify as cash flow hedges primarily consist of forward power sales and power swaps on base load generation. At June 30, 2011, Generation had net unrealized pre-tax gains on effective cash flow hedges of $ 1,135 million being deferred within accumulated OCI, including $757 million related to the financial swap with ComEd. Amounts recorded in accumulated OCI related to changes in energy commodity cash flow hedges are reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs. Reclassifications from OCI are included in operating revenues, purchased power and fuel in Exelon's and Generation's Consolidated Statements of Operations, depending on the commodities involved in the hedged transaction. Based on market prices at June 30, 2011, approximately $699 million of these net pre-tax unrealized gains within accumulated OCI are expected to be reclassified from accumulated OCI during the next twelve months by Generation, including approximately $412 million related to the financial swap with ComEd. However, the actual amount reclassified from accumulated OCI could vary due to future changes in market prices. Generation expects the settlement of the majority of its cash flow hedges, including the ComEd financial swap contract, will occur during 2011 through 2013.

Exelon discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, in the case of forward-starting hedges, or when it is no longer probable that the forecasted transaction will occur. For the three months ended June 30, 2011 and 2010, amounts reclassified into earnings as a result of the discontinuance of cash flow hedges were immaterial.

The tables below provide the activity of accumulated OCI related to cash flow hedges for the three and six months ended June 30, 2011 and 2010, containing information about the changes in the fair value of cash flow hedges and the reclassification from accumulated OCI into results of operations. The amounts reclassified from accumulated OCI, when combined with the impacts of the actual physical power sales, result in the ultimate recognition of net revenues at the contracted price.

		Total Cash Flow Hedge OCI Activity, Net of Income Tax
		Total Cash Flow Hedge OCI Activity, Net of Income Tax
		Generation			Exelon
Three Months Ended June 30, 2011	Income Statement Location	Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at March 31, 2011		$	941	(a)	$	354
Effective portion of changes in fair value			(106)	(b)		(64)
Reclassifications from accumulated OCI to net income	Operating Revenue		(143)	(c)		(77)
Ineffective portion recognized in income	Purchased Power		(4)			(4)

Accumulated OCI derivative gain at June 30, 2011		$	688	(a)(d)	$	209

(a) Includes $458 million and $562 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd, and $1 million and $2 million of gains, net of taxes, related to the fair value of the block contracts with PECO as of June 30, 2011 and March 31, 2011, respectively.

(b) Includes $39 million loss, net of taxes, related to the effective portion of changes in fair value of the five-year financial swap contract with ComEd for the three months ended June 30, 2011. The PECO block contracts were designated as normal sales as of May 31, 2010. As such, there were no additional effective changes in fair value of PECO's block contracts as the mark-to-market balances previously recorded are being amortized over the term of the contract.

(c) Includes a $65 million loss, net of taxes, reclassified from accumulated OCI to recognize gains in net income related to the settlements of the five-year financial swap contract with ComEd, and a $1 million loss, net of taxes, reclassified from accumulated OCI to recognize gains in net income related to the fair value of the block contracts with PECO for the three months ended June 30, 2011.

(d) Excludes $2 million of gains, net of taxes, related to interest rate swaps and treasury rate locks.

		Total Cash Flow Hedge OCI Activity, Net of Income Tax
		Total Cash Flow Hedge OCI Activity, Net of Income Tax

		Generation			Exelon
Six Months Ended June 30, 2011	Income Statement Location	Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at December 31, 2010		$	1,011	(a)	$	400
Effective portion of changes in fair value			(43)	(b)		(46)
Reclassifications from accumulated OCI to net income	Operating Revenue		(275)	(c)		(140)
Ineffective portion recognized in income	Purchased Power		(5)			(5)

Accumulated OCI derivative gain at June 30, 2011		$	688	(a)(d)	$	209

(a) Includes $458 million and $589 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd, and $1 million and $3 million of gains, net of taxes, related to the fair value of the block contracts with PECO as of June 30, 2011 and December 31, 2010.

(b) Includes $2 million of gains, net of taxes, related to the effective portion of changes in fair value of the five-year financial swap contract with ComEd for the six months ended June 30, 2011. The PECO block contracts were designated as normal sales as of May 31, 2010. As such, there were no additional effective changes in fair value of PECO's block contracts as the mark-to-market balances previously recorded are being amortized over the term of the contract.

(c) Includes a $133 million loss, net of taxes, reclassified from accumulated OCI to recognize gains in net income related to the settlements of the five-year financial swap contract with ComEd and a $ 2 million loss, net of taxes, reclassified from accumulated OCI to recognize gains in net income related to the fair value of the block contracts with PECO for the six months ended June 30, 2011.

		Total Cash Flow Hedge OCI Activity, Net of Income Tax
		Total Cash Flow Hedge OCI Activity, Net of Income Tax
		Generation			Exelon
Three Months Ended June 30, 2010	Income Statement Location	Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at March 31, 2010		$	1,703	(a)	$	934
Effective portion of changes in fair value			(335)	(b)		(262)
Reclassifications from accumulated OCI to net income	Operating Revenue		(211)	(c)		(148)
Ineffective portion recognized in income	Purchased Power		1			1	(e)
Accumulated OCI derivative gain at June 30, 2010		$	1,158	(a)(d)	$	525

(a) Includes $610 million and $746 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd, and $3 million and $4 million of gains, net of taxes, related to the fair value of the block contracts with PECO as of June 30, 2010 and March 31, 2010, respectively.

(b) Includes a $73 million loss, net of taxes, related to the effective portion of changes in fair value of the five-year financial swap contract with ComEd, and a $1 million loss, net of taxes, of the effective portion of changes in fair value of the block contracts with PECO for the three months ended June 30, 2010.

(c) Includes a $63 million loss, net of taxes, of reclassifications from accumulated OCI to recognize gains in net income related to the settlements of the five-year financial swap contract with ComEd for the three months ended June 30, 2010.

(d) Excludes $5 million of gains, net of taxes, related to interest rate swaps settled in 2010.

(e) Includes a $4 million loss, net of taxes, related to the effective portion of changes in fair value of treasury rate locks at ComEd.

Total Cash Flow Hedge OCI Activity, Net of Income Tax

Generation

Exelon

Six Months Ended June 30, 2010

Income Statement Location

Energy-Related Hedges

Total Cash Flow Hedges

Accumulated OCI derivative gain at

December 31, 2009

1,152

(a)

551

Effective portion of changes in fair value

334

(b)

205

(e)

Reclassifications from accumulated OCI to

net income

Operating Revenue

(328)

(c)

(231)

Accumulated OCI derivative gain at June 30, 2010

1,158

(a)(d)

525

(a) Includes $610 million and $585 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd as of June 30, 2010 and December 31, 2009, respectively, and $3 million and $1 million of gains, net of taxes, related to the fair value of the block contracts with PECO as of June 30, 2010 and December 31, 2009, respectively.

(b) Includes a $122 million of gains, net of taxes, related to the effective portion of changes in fair value of the five-year financial swap contract with ComEd, and a $2 million of gains, net of taxes, related to the effective portion of changes in fair value of the block contracts with PECO for the six months ended June 30, 2010.

(c) Includes a $97 million loss, net of taxes, of reclassifications from accumulated OCI to recognize gains in net income related to the settlements of the five-year financial swap contract with ComEd for the six months ended June 30, 2010.

(d) Excludes $5 million of gains, net of taxes, related to interest rate swaps settled in 2010.

(e) Includes a $4 million loss, net of taxes, related to the effective portion of changes in fair value of treasury rate locks at ComEd.

During the three and six months ended June 30, 2011, Generation's cash flow hedge activity impact to pre-tax earnings based on the reclassification adjustment from accumulated OCI to earnings was a $237 million and a $454 million pre-tax gain, respectively, and a $349 million and $543 million pre-tax gain for the three and six months ended June 30, 2010, respectively. Given that the cash flow hedges primarily consist of forward power sales and power swaps and do not include gas options or sales, the ineffectiveness of Generation's cash flow hedges is primarily the result of differences between the locational settlement prices of the cash flow hedges and the hedged generating units. This price difference is actively managed through other instruments, which include financial transmission rights, whose changes in fair value are recognized in earnings each period, and auction revenue rights. Changes in cash flow hedge ineffectiveness, primarily due to changes in market prices, were increases of $6 million and $1 million for the three months ended June 30, 2011 and 2010, respectively, none of which was related to Generation's financial swap contract with ComEd or Generation's block contracts with PECO. During the six months ended June 30, 2011, cash flow hedge ineffectiveness changed by $8 million, primarily due to changes in market prices during the period, none of which was related to Generation's financial swap contract with ComEd or Generation's block contracts with PECO. Changes in cash flow hedge ineffectiveness for the six months ended June 30, 2010 was not significant. At June 30, 2011 and 2010, cash flow hedge ineffectiveness resulted in an adjustment of $9 million and $1 million, respectively, related to accumulated OCI on the balance sheet in order to reflect the effective portions of derivative gains or losses.

Exelon's energy-related cash flow hedge activity impact to pre-tax earnings based on the reclassification adjustment from accumulated OCI to earnings was a $127 million and $231 million pre-tax gain for the three and six months ended June 30, 2011, respectively, and a $245 million and $383 million pre-tax gain for the three and six months ended June 30, 2010, respectively. Changes in cash flow hedge ineffectiveness, primarily due to changes in market prices, were increases of $6 million and $1 million pre-tax for the three months ended June 30, 2011 and 2010, respectively. The change in cash flow hedge ineffectiveness for the six months ended June 30, 2011 was an increase of $8 million, and for June 30, 2010 was not significant. At June 30, 2011 and 2010, cash flow hedge ineffectiveness resulted in an adjustment of $9 million and $1 million, respectively, related to accumulated OCI on the balance sheet in order to reflect the effective portions of derivative gains or losses.

Other Derivatives (Exelon and Generation). Other derivative contracts are those that do not qualify or are not designated for hedge accounting. These instruments represent economic hedges that mitigate exposure to fluctuations in commodity prices and include financial options, futures, swaps, and forward sales. For the three months ended June 30, 2011 and 2010, the following net pre-tax mark-to-market gains (losses) of certain purchase and sale contracts were reported in fuel and purchased power expense at Exelon and Generation in the Consolidated Statements of Operations and Comprehensive Income and are included in “Net fair value changes related to derivatives” in Exelon's and Generation's Consolidated Statements of Cash Flows. In the tables below, “Change in fair value” represents the change in fair value of the derivative contracts held at the reporting date. The “Reclassification to realized at settlement” represents the recognized change in fair value that was reclassified to realized due to settlement of the derivative during the period.

	Exelon and Generation
	Purchased
Three Months Ended June 30, 2011	Power		Fuel		Total
Change in fair value	$	(21)	$	17	$	(4)
Reclassification to realized at settlement		(79)		(47)		(126)
Net mark-to-market (losses)	$	(100)	$	(30)	$	(130)

	Exelon and Generation
	Purchased
Six Months Ended June 30, 2011	Power		Fuel		Total
Change in fair value	$	(20)	$	13	$	(7)
Reclassification to realized at settlement		(177)		(96)		(273)
Net mark-to-market (losses)	$	(197)	$	(83)	$	(280)

	Exelon and Generation
	Purchased
Three Months Ended June 30, 2010	Power		Fuel		Total
Change in fair value	$	(72)	$	25	$	(47)
Reclassification to realized at settlement		(77)		1		(76)
Net mark-to-market gains (losses)	$	(149)	$	26	$	(123)

	Exelon and Generation
	Purchased
Six Months Ended June 30, 2010	Power		Fuel		Total
Change in fair value	$	181	$	73	$	254
Reclassification to realized at settlement		(146)		1		(145)
Net mark-to-market gains	$	35	$	74	$	109

Proprietary Trading Activities (Exelon and Generation). For the three and six months ended June 30, 2011 and 2010, Exelon and Generation recognized the following net unrealized mark-to-market gains (losses), net realized mark-to-market gains (losses) and total net mark-to-market gains (losses) (before income taxes) relating to mark-to-market activity on derivative instruments entered into for proprietary trading purposes. Gains and losses associated with proprietary trading are reported as operating revenue in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income and are included in “Net fair value changes related to derivatives” in Exelon's and Generation's Consolidated Statements of Cash Flows. In the tables below, “Change in fair value” represents the change in fair value of the derivative contracts held at the reporting date. The “Reclassification to realized at settlement” represents the recognized change in fair value that was reclassified to realized due to settlement of the derivative during the period.

		Three Months Ended				Six Months Ended
	Location on Income	June 30,				June 30,
	Statement	2011		2010		2011		2010
Change in fair value	Operating Revenue	$	16	$	19	$	19	$	26
Reclassification to realized at
settlement	Operating Revenue		(7)		(6)		(12)		(12)

Net mark-to-market gains	Operating Revenue	$	9	$	13	$	7	$	14

The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties that enter into derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. For energy-related derivative instruments, Generation enters into enabling agreements that allow for payment netting with its counterparties, which reduces Generation's exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amounts receivable from the counterparty. Typically, each enabling agreement is for a specific commodity and so, with respect to each individual counterparty, netting is limited to transactions involving that specific commodity product, except where master netting agreements exist with a counterparty that allow for cross product netting. In addition to payment netting language in the enabling agreement, Generation's credit department establishes credit limits, margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty credit limits are based on an internal credit review that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings and risk management capabilities. To the extent that a counterparty's margining thresholds are exceeded, the counterparty is required to post collateral with Generation as specified in each enabling agreement. Generation's credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.

The following tables provide information on Generation's credit exposure for all derivative instruments, normal purchase and normal sales, and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of June 30, 2011. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties and an indication of the maturity of a company's credit risk by credit rating of the counterparties. The figures in the tables below do not include credit risk exposure from uranium procurement contracts or exposure through RTOs, ISOs, NYMEX and ICE commodity exchanges, further discussed in Item 3 - Quantitative and Qualitative Disclosures About Market Risk. Additionally, the figures in the tables below do not include exposures with affiliates, including net receivables with ComEd and PECO of $43 million and $43 million, respectively.

	Total						Number of		Net Exposure of
	Exposure						Counterparties		Counterparties
	Before Credit		Credit		Net		Greater than 10%		Greater than 10%
Rating as of June 30, 2011	Collateral		Collateral		Exposure		of Net Exposure		of Net Exposure
Investment grade	$	1,058	$	280	$	778		2	$	190
Non-investment grade		13		5		8		0		0
No external ratings
Internally rated - investment grade		37		7		30		0		0
Internally rated - non-investment
grade		4		2		2		0		0
Total	$	1,112	$	294	$	818		2	$	190

ComEd's power procurement contracts provide suppliers with a certain amount of unsecured credit. The credit position is based on forward market prices compared to the benchmark prices. The benchmark prices are the forward prices of energy projected through the contract term and are set at the point of supplier bid submittals. If the forward market price of energy exceeds the benchmark price, the suppliers are required to post collateral for the secured credit portion. The unsecured credit used by the suppliers represents ComEd's net credit exposure. As of June 30, 2011, ComEd's credit exposure to suppliers was immaterial.

ComEd is permitted to recover its costs of procuring energy through the Illinois Settlement Legislation as well as the ICC-approved procurement tariffs. ComEd's counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 2 of the 2010 Form 10-K for further information.

PECO's supplier master agreements that govern the terms of its DSP Program contracts, which define a supplier's performance assurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier's lowest credit rating from the major credit rating agencies and the supplier's tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier's unsecured credit limit. As of June 30, 2011, PECO's net credit exposure to suppliers was immaterial and either did not exceed the allowed unsecured credit levels or did not exceed the allowed unsecured credit levels by an amount necessary to trigger a collateral call.

PECO is permitted to recover its costs of procuring electric generation through its PAPUC-approved DSP Program. PECO's counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3 - Regulatory Matters for further information.

PECO's natural gas procurement plan is reviewed and approved annually on a prospective basis by the PAPUC. PECO's counterparty credit risk under its natural gas supply and asset management agreements is mitigated by its ability to recover its natural gas costs through the PGC, which allows PECO to adjust rates quarterly to reflect realized natural gas prices. PECO does not obtain collateral from suppliers under its natural gas supply and asset management agreements. As of June 30, 2011, PECO had credit exposure of $13 million under its natural gas supply and asset management agreements.

Collateral and Contingent-Related Features (Exelon, Generation, ComEd, and PECO)

As part of the normal course of business, Generation routinely enters into physical or financially settled contracts for the purchase and sale of electric capacity, energy, fuels and emissions allowances. Certain of Generation's derivative instruments contain provisions that require Generation to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon Generation's credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. These credit-risk-related contingent features stipulate that if Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. This incremental collateral requirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offset exists under applicable master netting agreements. Generation also enters into commodity transactions on NYMEX and ICE. The NYMEX and ICE clearing houses act as the counterparty to each trade. Transactions on NYMEX and ICE must adhere to comprehensive collateral and margining requirements.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features in a liability position that are not fully collateralized (excluding transactions on NYMEX and ICE that are fully collateralized) was $614 million and $742 million as of June 30, 2011 and December 31, 2010, respectively. As of June 30, 2011 and December 31, 2010, Generation had the contractual right of offset of $568 million and $717 million, respectively, related to derivative instruments that are assets with the same counterparty under master netting agreements, resulting in a net liability position of $46 million and $25 million, respectively. If Generation had been downgraded to the investment grade rating of BBB- and Baa3, or lost its investment grade credit rating, it would have had additional collateral obligations of approximately $268 million or $1,031 million, respectively, as of June 30, 2011 and approximately $57 million or $944 million, respectively, as of December 31, 2010 related to its financial instruments, including derivatives, non-derivatives, normal purchase normal sales contracts and applicable payables and receivables, net of the contractual right of offset under master netting agreements and the application of collateral. See Note 18 of the 2010 Form 10-K for further information regarding the letters of credit supporting the cash collateral.

Generation entered into SFCs with certain utilities, including PECO, with one-sided collateral postings only from Generation. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral. However, when market prices rise above the benchmark price levels, counterparty suppliers, including Generation, are required to post collateral once certain unsecured credit limits are exceeded. Under the terms of the financial swap contract between Generation and ComEd, if a party is downgraded below investment grade by Moody's or S&P, collateral postings would be required by that party depending on how market prices compare to the benchmark price levels. Under the terms of the financial swap contract, collateral postings will never exceed $200 million from either ComEd or Generation. Under the terms of ComEd's standard block energy contracts, collateral postings are one-sided from suppliers, including Generation, should exposures between market prices and benchmark prices exceed established unsecured credit limits outlined in the contracts. As of June 30, 2011, ComEd held both cash and letters of credit for the purpose of collateral from suppliers in association with energy procurement contracts. These amounts were not material. Beginning in June 2010, under the terms of ComEd's annual renewable energy contracts, collateral postings are required to cover a fixed value for RECs only. In addition, beginning in December 2010, under the terms of ComEd's long-term renewable energy contracts, collateral postings are required from suppliers for both RECs and energy. The REC portion is a fixed value and the energy portion is one-sided from suppliers should the forward market prices exceed contract prices. As of June 30, 2011, ComEd held approximately $20 million in the form of cash and letters of credit as margin for both the annual and long-term REC obligations. See Note 2 of the 2010 Form 10-K for further information.

PECO's natural gas procurement contracts contain provisions that could require PECO to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon PECO's credit rating from Moody's and S&P. The collateral and credit support requirements vary by contract and by counterparty. As of June 30, 2011, PECO was not required to post collateral for any of these agreements. If PECO lost its investment grade credit rating as of June 30, 2011, PECO could have been required to post approximately $40 million of collateral to its counterparties.

PECO's supplier master agreements that govern the terms of its DSP Program contracts do not contain provisions that would require PECO to post collateral.

Exelon's interest rate swaps contain provisions that, in the event of a merger, require that Exelon's debt maintain an investment grade credit rating from Moody's or S&P. If Exelon's debt were to fall below investment grade, it would be in violation of these provisions, resulting in the ability of the counterparty to terminate the agreement prior to maturity. Collateralization would not be required under any circumstance. Termination of the agreement could result in a settlement payment by Exelon or the counterparty on any interest rate swap in a net liability position. The settlement amount would be equal to the fair value of the swap on the termination date. As of June 30, 2011, Exelon's interest rate swap was in an asset position, with a fair value of $14 million.

Accounting for the Offsetting of Amounts Related to Certain Contracts (Exelon and Generation)

As of June 30, 2011 and December 31, 2010, $2 million and $1 million, respectively, of cash collateral received was not offset against net derivative positions, because they were not associated with energy-related derivatives.