Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Financial Instruments [Line Items]

Gain or loss on the hedged items and the offsetting loss or gain on the related interest rate swaps in interest expense

		Gain (Loss) on Swaps				Gain (Loss) on Borrowings
		Six Months Ended				Six Months Ended
		June 30,				June 30,
Income Statement Classification		2013		2012		2013		2012
Interest expense (a)	$	(9)	$	(2)	$	1	$	(3)

__________

• For thesix monthsended June 30, 2013, the loss on the swaps in the table above includes $8 million reclassified to earnings, with an immaterial amount excluded from hedge effectiveness testing.

Summary of the derivative fair value

		Generation										Other		Exelon
Description	Derivatives Designated as Hedging Instruments		Economic Hedges		Proprietary Trading (a)		Collateral and Netting (b)		Subtotal		Derivatives Designated as Hedging Instruments		Total
Mark-to-market derivative assets (Current Assets)	$	-	$	4	$	18	$	(19)	$	3	$	-	$	3
Mark-to-market derivative assets (Noncurrent Assets)		31		6		19		(18)		38		32		70
Total mark-to-market derivative assets	$	31	$	10	$	37	$	(37)	$	41	$	32	$	73
Mark-to-market derivative liabilities (Current Liabilities)	$	(1)	$	(2)	$	(18)	$	18	$	(3)	$	-	$	(3)
Mark-to-market derivative liabilities (Noncurrent liabilities)		(15)		-		(18)		19		(14)		-		(14)
Total mark-to-market derivative liabilities	$	(16)	$	(2)	$	(36)	$	37	$	(17)	$	-	$	(17)
Total mark-to-market derivative net assets (liabilities)	$	15	$	8	$	1	$	0	$	24	$	32	$	56

• Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions.  The characterization of the interest rate derivative contracts between the proprietary trading activity in the above table is driven by the corresponding characterization of the underlying commodity position that gives rise to the interest rate exposure.  Generation does not utilize interest rate derivatives with the objective of benefiting from shifts or changes in market interest rates.
• Represents the netting of fair value balances with the same counterparty and any associated cash collateral.

		Generation								ComEd		Exelon
		Economic		Proprietary		Collateral and				Economic		Total
Derivatives		Hedges		Trading		Netting (a)		Subtotal (b)		Hedges (c)		Derivatives
Mark-to-market
	derivative assets (current assets)	$	2,585	$	1,924	$	(3,667)	$	842	$	0	$	842
Mark-to-market
	derivative assets (noncurrent assets)		1,471		522		(1,291)		702		0		702
Total mark-to-market
	derivative assets	$	4,056	$	2,446	$	(4,958)	$	1,544	$	0	$	1,544
Mark-to-market
	derivative liabilities (current liabilities)	$	(2,201)	$	(1,865)	$	3,938	$	(128)	$	(16)	$	(144)
Mark-to-market
	derivative liabilities (noncurrent liabilities)		(941)		(502)		1,348		(95)		(69)		(164)
Total mark-to-market
	derivative liabilities	$	(3,142)	$	(2,367)	$	5,286	$	(223)	$	(85)	$	(308)
Total mark-to-market
	derivative net assets (liabilities)	$	914	$	79	$	328	$	1,321	$	(85)	$	1,236

__________

(a)       Exelon and Generation net all available amounts allowed under the derivative accounting guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral.  In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral. These are not reflected in the table above.

(b)       Current and noncurrent assets are shown net of collateral of $17 million and $49 million, respectively, and currentand noncurrent liabilities are shown net of collateral of $254 million and $106 million, respectively. The total cash collateral posted, net of cash collateralreceivedand offset against mark-to-market assets and liabilities was $328 million at June 30, 2013.

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

		Generation								ComEd				Exelon
		Economic		Proprietary		Collateral and				Economic		Intercompany		Total
	Derivatives	Hedges (a)		Trading		Netting(b)		Subtotal (c)		Hedges (a) (d)		Eliminations (a)		Derivatives
Mark-to-market
	derivative assets (current assets)	$	2,883	$	2,469	$	(4,418)	$	934	$	0	$	0	$	934
Mark-to-market
	derivative assets with affiliate (current assets)		226		0		0		226		0		(226)		0
Mark-to-market
	derivative assets (noncurrent assets)		1,792		724		(1,638)		878		0		0		878
Mark-to-market
Total mark-to-market
	derivative assets	$	4,901	$	3,193	$	(6,056)	$	2,038	$	0	$	(226)	$	1,812
Mark-to-market
	derivative liabilities (current liabilities)	$	(2,419)	$	(2,432)	$	4,519	$	(332)	$	(18)	$	0	$	(350)
Mark-to-market
	derivative liability with affiliate (current liabilities)		0		0		0		0		(226)		226		0
Mark-to-market
	derivative liabilities (noncurrent liabilities)		(1,080)		(689)		1,568		(201)		(49)		0		(250)
Mark-to-market
Total mark-to-market
	derivative liabilities	$	(3,499)	$	(3,121)	$	6,087	$	(533)	$	(293)	$	226	$	(600)
Total mark-to-market
	derivative net assets (liabilities)	$	1,402	$	72	$	31	$	1,505	$	(293)	$	0	$	1,212

__________

(a)       Includes current and noncurrent assets for Generation and current and noncurrent liabilities for ComEd of $226 million related to the fair value of the five-year financial swap contract between Generation and ComEd, as described above. For Generation excludes $28 million of noncurrent liability relating to an interest rate swap in connection with a loan agreement to fund AntelopeValley as discussed above.

(b)       Exelon and Generation net all available amounts allowed under the derivative accounting guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, and letters of credit. These are not reflected in the table above.

(c)       Current and noncurrent assets are shown net of collateral of $113 million and $201 million, respectively, and current and noncurrent liabilities are shown net of collateral of $ (214) million and $ (131) million, respectively. The total cash collateral received, net of cash collateral posted and offset against mark-to-market assets and liabilities was $31million at December 31, 2012.

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

The activity of accumulated OCI related to cash flow hedges

			Total Cash Flow Hedge OCI Activity, Net of Income Tax
			Generation			Exelon
Three Months Ended June 30, 2013		Income Statement Location	Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at March 31, 2013			$	397	(a)(c)	$	310
Effective portion of changes in fair value				0			21	(d)
Reclassifications from accumulated OCI to net		Operating
	income	Revenues		(142)	(b)		(86)
Accumulated OCI derivative gain at June 30,
	2013		$	255	(c)	$	245

(a)       Includes $58 millionof gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd, as of March 31, 2013.

(b)       Includes$58 millionof losses, 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.

(c)       Excludes $11 million oflossesand $16 million of losses net of taxes, related to interest rate swaps and treasury rate locksas of June 30, 2013 and March 31, 2013, respectively.

(d)       Includes $18 million of losses, net of taxes, related to the effective portion of changes in fair value of interest rate swaps and treasury rate locks.

		Total Cash Flow Hedge OCI Activity, Net of Income Tax
		Generation			Exelon
Six Months Ended June 30, 2013	Income Statement Location	Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at December 31, 2012		$	532	(a)(c)	$	368
Effective portion of changes in fair value			0			21	(d)
Reclassifications from accumulated OCI to net income	Operating Revenues		(277)	(b)		(144)
Accumulated OCI derivative gain at June 30, 2013		$	255	(c)	$	245

__________

(a)Includes $133 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd, as of December 31, 2012.

(b)       Includes $133 millionof losses, 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.

(c)Excludes $11 million oflosses and $20million of losses, net of taxes, related to interest rate swaps and treasury locks as of June 30, 2013and December 31, 2012, respectively.

(d)       Includes $22million of losses, net of taxes, related to the effective portion of changes in fair value of interest rate swaps and treasury rate locks.

			Generation			Exelon
Three Months Ended June 30, 2012		Income Statement Location	Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at March 31,
	2012		$	1,166	(a)(c)	$	703
Effective portion of changes in fair value				-	(e)		(17)	(d)
Reclassifications from accumulated OCI to net
	income	Operating Revenues		(243)	(b)		(139)
Accumulated OCI derivative gain at June 30, 2012			$	923	(a)(c)	$	547

(a)       Includes $315million and $419 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd as of June 30, 2012 and March 31, 2012, respectively.

(b)       Includes a $104 million of losses, 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.

(c)       Excludes $23 million of losses and $12 million of gains, net oftaxes, related to interest rate swaps and treasury rate locks for the three months ended June30, 2012 and month ended March 31, 2012, respectively.

(d)       Includes$12million of losses, net of taxes, at Generation related to the effective portion of changes in fair value of interest rate swaps and treasury rate locks.

(e)       Due to de-designation of all commodity cash flow positions prior to the merger date, there are no changes in fair value.

			Total Cash Flow Hedge OCI Activity, Net of Income Tax
				Generation			Exelon
Six Months Ended June 30, 2012		Income Statement Location		Energy-Related Hedges			Total Cash Flow Hedges
Accumulated OCI derivative gain at
	December 31, 2011			$	925	(a) (c)	$	488
Effective portion of changes in fair value					432	(e)		300	(d)
Reclassifications from accumulated OCI to
	net income	Operating Revenues			(437)	(b)		(244)
Ineffective portion recognized in income		Operating Revenues			3			3
Accumulated OCI derivative gain at June 30, 2012				$	923	(a)(c)	$	547

_____________

(a)Includes $315million and $420million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd, as of June 30, 2012 and December 31, 2011.

(b)       Includes $193 million of losses, 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.

(c)       Excludes $23 million of losses and $10million of losses, net of taxes, related to interest rate swaps and treasury rate locks for the six months ended June 30, 2012 and year ended December 31, 2011, respectively.

(d)       Includes $23 million of losses, net of taxes, related to the effective portion of changes in fair value of interest rate swaps and treasury rate locks.

(e)Includes$88 million of gains, net of taxes, related to the effective portion of changes in fair value of the five-year financial swap contract with ComEdthrough the date of de-designation prior to the merger.

Other Derivatives - Gain (loss) and reclassification

• Prior to the merger, the five-year financial swap contract between Generation and ComEd was de-designated. As a result, all prospective changes in fair value are recorded to operating revenues and eliminated in consolidation.

Change in fair value and reclassification of derivative contracts

	Generation							Intercompany Eliminations	Exelon
				Purchased
		Operating		Power				Operating
Three Months Ended June 30, 2013		Revenues		and Fuel	Total			Revenues (a)	Total
Change in fair value	$	460	$	(77)	$	383	$	(13)	$	370
Reclassification to realized at settlement		44		1		45		3		48
Net mark-to-market gains (losses)	$	504	$	(76)	$	428	$	(10)	$	418
	Generation							Intercompany Eliminations	Exelon
				Purchased
		Operating		Power				Operating
Six Months Ended June 30, 2013		Revenues		and Fuel	Total			Revenues (a)	Total
Change in fair value	$	(26)	$	69	$	43	$	(6)	$	37
Reclassification to realized at settlement		(56)		38		(18)		13		(5)
Net mark-to-market gains (losses)	$	(82)	$	107	$	25	$	7	$	32
	Generation							Intercompany Eliminations	Exelon
				Purchased
		Operating		Power				Operating
Three Months Ended June 30, 2012		Revenues		and Fuel	Total			Revenues (a)	Total
Change in fair value	$	44	$	12	$	56		16	$	72
Reclassification to realized at settlement		(54)		198		144		(10)		134
Net mark-to-market (losses)	$	(10)	$	210	$	200		6	$	206
	Generation							Intercompany Eliminations	Exelon
				Purchased
		Operating		Power				Operating
Six Months Ended June 30, 2012		Revenues		and Fuel	Total			Revenues (a)	Total
Change in fair value	$	177	$	(28)	$	149		27	$	176
Reclassification to realized at settlement		(109)		225		116		(10)		106
Net mark-to-market (losses)	$	68	$	197	$	265		17	$	282

		Three Months Ended				Six Months Ended
	Location on Income	June 30,				June 30,
	Statement	2013		2012		2013		2012
Change in fair value	Operating Revenue	$	5	$	12	$	1	$	14
Reclassification to realized at
settlement	Operating Revenue		(2)		31		4		32
Net mark-to-market gains	Operating Revenue	$	3	$	43	$	5	$	46

Information on Generation's credit exposure for all derivative instruments, normal purchase normal sales, and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements

	Total						Number of		Net Exposure of
	Exposure						Counterparties		Counterparties
	Before Credit		Credit		Net		Greater than 10%		Greater than 10%
Rating as of June 30, 2013	Collateral		Collateral		Exposure		of Net Exposure		of Net Exposure
Investment grade	$	1,744	$	139	$	1,605		1	$	462
Non-investment grade		40		31		9		0		0
No external ratings
Internally rated - investment grade		456		5		451		1		247
Internally rated - non-investment
grade		62		1		61		0		0
Total	$	2,302	$	176	$	2,126		2	$	709

Net Credit Exposure by Type of Counterparty	As of June 30, 2013
Investor-owned utilities, marketers and power producers		$	761
Energy cooperatives and municipalities			926
Financial institutions			386
Other			53
Total		$	2,126

Credit-Risk Related Contingent Feature		June 30, 2013
Gross Fair Value of Derivative Contracts Containing this Feature (a)	Offsetting Fair Value of In-the-Money Contracts Under Master Netting Arrangements (b)	Net Fair Value of Derivative Contracts Containing This Feature (c)
$ (1,222)	$ 1,046	$ (176)
Credit-Risk Related Contingent Feature		December 31, 2012
Gross Fair Value of Derivative Contracts Containing this Feature (a)	Offsetting Fair Value of In-the-Money Contracts Under Master Netting Arrangements (b)	Net Fair Value of Derivative Contracts Containing This Feature (c)
$ (1,849)	$ 1,426	$ (423)

• Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-riskrelated contingent features ignoring the effects of master netting agreements.
• Amount represents the offsetting fair value of in-the-money derivative contracts under legallyenforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which a Registrant could potentially be required to post collateral.
• Amount represents the net fair value of out-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects of offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based.