Thomas HardingLicensing Director

CENGa joint venture of

ConsteflalonEnergy- D

R.E. Ginna Nuclear Power Plant, LLC1503 Lake RoadOntario, New York 14519-9364

585.771.5219585.771.3681 Fax

Thomas.HardingJr@cengllc.com

March 29, 2012

U.S. Nuclear Regulatory CommissionWashington, DC 20555-0001

ATTENTION:

SUBJECT:

Document Control Desk

R.E. Ginna Nuclear Power PlantDocket No. 50-244

Guarantee of Payment of Deferred Premiums

On March 12, 2012, Constellation Energy Group, Inc. merged with Exelon Corporation. Themerger is discussed in each company's Form 10-K to the Securities and Exchange Commissionfor the fiscal year ending December 31, 2011.

Pursuant to the Commission's requirements stated in 10 CFR 140.2 1(e), enclosures 1 and 2 areexcerpts from the Constellation Energy Group and Exelon Corporation Form 10-K Reports,respectively, which show that cash flow can be generated and would be available for payment ofthe R.E. Ginna Nuclear Power Plant, LLC retrospective premiums of $17.5 million. Enclosure 2includes additional pertinent pages for the Staff's review. The complete Form 10-K Reports areavailable upon request.

If you should have any questions regarding this submittal, please contact Tom Harding at (585)771-5219.

Very truly yours

Thomas din g

Enclosure 1:Enclosure 2:

Consolidated Statements of Cash Flows for Constellation Energy Group Inc.Consolidated Statements of Cash Flows and additional pages from the ExelonCorporation 10-K Report

Document Control DeskMarch 29, 2012Page 2

cc: W.M. Dean, NRCD.V. Pickett, NRCGinna Resident Inspector, NRC

ENCLOSURE 1

CONSOLIDATED STATEMENTS OF CASH FLOWS FORCONSTELLATION ENERGY GROUP, INC.

R. E. Ginna Nuclear Power PlantMarch 29, 2012

Enclosure 1

CONSOLIDATED STATEMENTS OF CASH FLOWS

Consfellation Energy Group, Inc. and Subsidiaries.

Year Ended December 31, 2011 2010 2009

(In milliont)Cas FlwsFroi.peiratingA fc~iies_' J I ' i

Net (loss) income S (306.8) $ (931.8) S 4,503.4,,,Adjtmitqpc~toreconcile to netcash rovide by operating atvities - ,..<.,

Depreciation, depletion, accretion, and amortization 589.3 519.5 651.4"Ai F udi ___l -j 21.% ,, 117.9Amortization of energy contractsand derivatives designated as hedges 438.0 319.6 (138.4)A 1,,'q MI 3i.4fii •.-- " 135JV.JDeferred income taxes - (193.7) (716.3) 1,847.0.. .. .......eta'na .~. o,., .. :,? '•/::. - :': (4.3)-.,.j i?.j t,(4.):•-::-..:: fZ)

Deferred fuel costs 5.0 67.4 68.9:Dfr~ sfoim costs!,-(5 ' -

Defined benefit obligation expense 93.6 89.4 107.6Difined befi~lgt: opyet (140'~,, j (24.)- - . (17Z-5)Merger costs 62.5 - 128.2

Impairment losses and other costs 891.0 2,476.8 124.7anii.jent lossaoh Iruleairdectiimissioing tryst assets " .' -- -= ,. :- . ".

Gain on sale of 49.99% membership interest in CENG - - - (7,445.6)

- ~. (26.9) ..fE..gy sttl(76.8) . . ..Gainson termination of contracts 1 (26.9) " .

Accrual of BGE residential customer credit - - - 112.4.:aofaflblia"esss•12th.ndiv r ved 9. ' . , : .? .. I55

Derivative contracts classified as financing activities 8.8 186.0 .1,138.3Changsm.... gcapital L iT-'.

Accounts receivable, excluding margin (26.8) (236.5) . 543.3Derivativass-t ahd:" li-biji-t•s,-cluding collaterali'• .75.3 .. 449.-_ ..._ .4--Net collateral and margin (245.0) 44.2 1,522.8

_ .jd- eralstsuppls-s:andfis.ls :. • .: " -- . " ". .4-. - o. . . .220.. ..Other current assets 5.5 (150.0) 217.2Liability for unrcognized tax bnefit J. (2.8) . . (6..6). . 1023.1.Ac-rid' taices andothr: current-liabilitie- ' .:- -'-. .' '.. ~.? '., ',- .7"-,¢..';". -.. : ... . (96.2):::..,,: (1,.028.4 ).: ;. ... ... -788.8:.!.

Other (67.8) L7 149.3Necash provided by operating..ct..itie.... ...:. ....-. "......:.. 4,390.V. !1

Cash Flows From Investing ActivitiesInvestmints ýt pj landq . ent , ., . (i,106:8) - ,(i,05 (12..7).Asset acquisitions and business combinations, net of cash acquied (1,501.9) (445.8) (41.1)

Proceeds from nuclear decommissioning trust fund securities._ . - . . 366.5,... svsninem Jnmt i oe'.'•2-½! ca. -••k .=i ;..5- :,_..., 7'•...._."-.. _, ._. _ -= .-.- ..:. •._- .- L __(~..).

Proceeds from sale.of 49.99% membership interest in CENG %- -- 3,528.7Proceeds.fio ,..'...._..r,.nt..,.of.."gy gra--t, . 547Proceeds from sales of investments and other assets 105.8 244.0 88.3Proiee(sfrom. investment tax credits angrants related to renewable energy investi•ents 81. .7,56.5, -

Payment for issuance of loans receivable (75.0) - -Proceeds from, repayment of loans receivable . , . 45.0 .' .

Contract and portfolio acquisitions (3.7) (208.3) (2,153.7)Decres..,crease.)nre.striced.fUnds . .. , . 51.8 '.-603) . 1o03.3',Other (17.7) (35.7) 0.1

Net cash (used in) provided by investing agtivities (2,380.2) (1,4452). 675.6Cash Flows From Financing Actiyities

,zNetepymentofshort-term Wriowings' . . (12.1)_ . (36 . (809.7.Proceeds from issuance of common stock 21.1 14.0 33.9Proceed..from issuance of lo'n-tfrrn debt 564.2' :--550.0 136.1'.,Common stock dividends paid (182.6). (Q 83.3) (228.0)BGE preference stock'divideids paid. (13.2) . " (132) . (13.2)Proceeds from contract and portfolio acquisitions 2.0 52.2 2,263.1Repayiinent'oflong-terndebt' ..-.. (305.3) .... (66,t5). (1,986.8).Derivative contracts classified as financing activities (8.8) (186.0) (1,138.3)Db D d credit flciiiy- cost"s .. (3.2) .. :L. (32.8).,. . . (984)Other (0.3) (0.4) 12.7

Net cish provided by (used in)financing activities . .61.8 .. (477.6) J.(1,828.6)

Net (Decrease) Increase in Cash and Cash Equivalents (1,064.0) (1,411.5) 3,237.8Cash and Cash Equivalents atBegiannig of ear . 2,028.5 -., 3,440.0 202.2

Cash and Cash Equivalents at'End of Year S 964.5 $ 2,028.5 S 3,440.0

utner Cash Flow iniormauion:'.Cash naid during, the year for.

lnterest.(neofamountscapitalized):' S . 265.3':.. ,-. $., '289.5 . - 369.5.Income taxes S (66.7) $ 1,044.2 $ 57.1

See Notes to Consolidated Financial Statements.Certain prior-year amounts have been reclassified to conform with the current year's presentation.

Paae 1 of 1

ENCLOSURE 2

CONSOLIDATED STATEMENTS OF CASH FLOWS andADDITIONAL PAGES from the EXELONCORPORATION 10-K REPORT

R. E. Ginna Nuclear Power PlantMarch 29, 2012

Enclosure 2

EXELON CORP

10-KAnnual report pursuant to section 13 and 15(d)Filed on 2/9/2012Filed Period 12/31/2011

THOMSON REUTERS ACCELUST . THOMSON REUTERS

Pagie of 17

Enclosure 2

Table of ContentsPART I

ITEM 1. BUSINESSGeneral

Corporate Structure and Business and Other InformationExelon, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged, through its principal subsidiaries,

Generation, in the energy generation business, and ComEd and PECO, in the energy delivery businesses discussed below. Exelon's principalexecutive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603, and its telephone number is 312-394-7398.

GenerationGeneration's business consists of its owned and contracted electric generating facilities, its wholesale energy marketing operations and

its competitive retail supply operations. Generation has three reportable segments consisting of the Mid-Atlantic, Midwest, and South andWest regions.

Generation was formed in 2000 as a Pennsylvania limited liability company. Generation began operations as a result of a corporaterestructuring, effective January 1, 2001; in which Exelon separated its generation and other competitive businesses from its regulated energydelivery businesses at CornEd and PECO. Generation's principal executive offices are located at 300 Exelon Way, Kennett Square,Pennsylvania 19348, and its telephone number is 610-765-5959.

CornEdComEd's energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of transmission and

distribution services to retail customers in northern Illinois, including the City of Chicago.

CornEd was organized in the State of Illinois in 1913 as a result of the merger of Cosmopolitan Electric Company into the original-corporation named Commonwealth Edison Company, which was incorporated in 1907. ComEd's principal executive offices are located at.440South LaSalle Street, Chicago, Illinois 60605, and its telephone number is 312-394-4321.

PECOPECO's energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of transmission and

distribution services to retail customers in southeastern Pennsylvania, including the City of Philadelphia,,as well as the purchase andregulated retailsale of natural gas and the provision of distribution services to.retail customers in the Pennsylvania. counties~surroundingthe.City of Philadelphia.

PECO was incorporated in Pennsylvania in 1929. PECO's principal executive offices are located at 2301 Market Street, Philadelphia,Pennsylvania 19103, and its telephone number is 215-841-4000.

Operating Segments.See Note .20 of the Combined Notes to Consolidated;Financial Statements for additional information on Exel6n's Operating'segments.

Paae 2 of 17

Enclosure 2

Table of ContentsProposed Merger with Constellation Energy Group, Inc.On April 28, 2011, Exelon and Constellation announced that they signed an agreement and plan of merger to combine the two

companies in a stock-for-stock transaction. Under the merger agreement, Constellation's shareholders will receive 0.930 shares of Exeloncommon stock in exchange for each share of Constellation common stock. Constellation is a leading competitive supplier of power, naturalgas and energy products and services for homes and businesses across the continental United States. It owns a diversified fleet of generatingunits, totaling approximately 12,000 megawatts of generating capacity, and is a leading advocate for clean, environmentally sustainableenergy sources, such as solar power and nuclear energy. Baltimore Gas and Electric Company (BGE), Constellation's regulated utility,delivers electricity and natural gas in central Maryland. The resulting company will retain the Exelon name and be headquartered in Chicago.See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information on the Constellation transaction.

GenerationGeneration is one of the largest competitive electric generation companies in the United States, as measured by owned and controlled

MW. Generation combines its large generation fleet with an experienced wholesale energy marketing operation and a competitive retailsupply operation. Generation's presence in well-developed wholesale energy markets, integrated hedging strategy that mitigates the adverseimpact of short-term market volatility, and low-cost nuclear generating fleet, which is operated consistently at high capacity factors, position itwell to succeed in competitive energy markets.

At December 31, 2011, Generation owned generation resourceswith an aggregate net capacity of 25,544 MW, including 17,115 MW ofnuclear capacity. Generation controlled another 5,025 MW of capacity through long-term contracts.

Generation's wholesale marketing unit, Power Team, utilizes Generation's energy generation portfolio and logistical expertise to ensuredelivery of energy to Generation's wholesale customers under long-term and short-term contracts and in spot markets.

Generation's retail businessprovides retail electric and gas services as an unregulated retail energy supplier in Illinois, Pennsylvania,Michigan and Ohio. Generation's retail business is dependent upon continued deregulation of retail electric and gas markets and Generation'sability to obtain supplies of electricity and gaps at competitive, prices in the wholesale market.

Generation is a public utility under the Federal Power Act, and is subject.to FERC's exclusive ratemaking jurisdiction over wholesalesales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has .the authority to grant ordeny market-based rates for sales of energy, capacity and ancillary services to ensure that such sales are just and 'reasonable. FERC's .jurisdiction:over ratemaking also includes the authority to suspend the market-basedrates of utilities (including Generation, which is a.publicutility as'FERC defines that term) and set cost-based rates should FERC find that its previous grant of market-based rates authority is:nolonger justand reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, third-party financings;.review ofmergers; dispositions of jurisdictional facilities and acquisitions of securities of another public utility or~an existing operational generatingfacility; affiliate transactions; intercompany financings and cash management arrangements; certain internal corporate reorganizations; andcertain holdingcompany acquisitions of public utility and holding company securities. Specific operations of Generation are also subject to thejurisdiction of various other Federal, state, regional and local agencies, including the NRC and Federal andstate environmental protectionagencies. Additionally, Generation is subject to mandatory, reliability standards promulgated by the NERC, with the approval of FERC.

Page 3 of 17

Enclosure 2

Table of ContentsAs an example, prior to the Fukushima Daiichi accident on March 11, 2011, the NRC. had been evaluating seismic risk. After the

Fukushima Daiichi accident, the NRC's focus on seismic risk intensified. As part of the NRC Near-Term Task Force (Task Force) review andevaluation of the Fukushima Daiichi accident, the Task Force recommended that plant operators conduct seismic reevaluations. In January2012.. the NRC released an updated seismic risk model that plant operators must use in performing the seismic reevaluations recommendedby the Task Force. These reevaluations could result in the required implementation of additional mitigation strategies or modifications. SeeITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-ExelonCorporation, Executive Overview for a more detailed discussion of the Task Force Recommendations.

Operational risk. Operations at any of Generation's nuclear generation plants could degrade to the point where Generation has to shutdown the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes may require significant timeand expense. Generation may choose to close a plant rather than incur the expense of restarting it or retuming the plant to full capacity. Ineither event, Generation may lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition,Generation may not achieve the anticipated results under its series of planned power uprates across its nuclear fleet. For plants operated butnot wholly owned by Generation, Generation may also incur liability to the co-owners. For the plant not wholly owned by Generation andoperated by PSEG, Salem Units 1 and 2, from which Generation receives its share of the plant's output, Generation's results of operationsare dependent on the operational performance of the co-owner operator and could be adversely affected by a significant event at thoseplants. Additionally, poor operating performance at nuclear plants not owned by Generation could result in increased regulation and reducedpublic support for nuclear-fueled energy, which could significantly affect Generation's results of operations or financial position. In addition,closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could effecttransmission systems that could adversely affect the sale and delivery of electricity in markets served by Generation.

Nuclear major Incident risk. Although the safety record of nuclear reactors generally has been very good, accidents and otherunforeseen problems have occurred both in the United States and abroad. The consequences of a major incident can be severe and includeloss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned by Generation orowned by others, may exceed Generation's resources, including insurance, coverage. Uninsured losses and other expenses, to the extent notrecovered from insurers or the nuclear industry, could be bome by Generation and could have a material adverse effect on Generation'sresults of operations or financial position. Additionally, an accident or other significant event at a nuclear plant within the United States orabroad, owned by others or Generation, may result in increased regulation and reduced public support for nuclear-fueled energy andsignificantly affect Generation's results of operations or financial position.

Nuclear insurance. As required by the Price-Anderson Act, Generation carriesthe maximum available amount of nuclear liabilityinsurance. The required amount of nuclear liability insurance is $375 million for each operating site. Claims.exceeding that amount arecovered through mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raising measureson the nuclear industry to pay claims exceeding the $12.6 billion limit for a single incident.

Generation is a member of an industry mutual insurance company, NEIL, which providesproperty and business interruption insurancefor Generation's nuclear operations. In recent years, NEIL has made distributions to its members but Generation cannotpredict the leviel offuture distributions or if they Will continue at all. See Note 18 of the Combined Notes to Consolidated Financial Statements for additionaldiscussion of nuclear insurance.

Paoe 4 of 17

Enclosure 2

Table of Contentsbefore or after the merger dosing as a result of previously unknown events or conditions occurring or existing before the merger closing.Adverse changes in Constellation's business or operations could occur or arise as a result of actions by Constellation, legal or regulatorydevelopments including the emergence or unfavorable resolution of pre-acquisition loss contingencies, deteriorating general business,market, industry or economic conditions, and other factors both within and beyond the control of Constellation. A significant decline in thevalue of Constellation assets to be acquired by Exelon or a significant increase in Constellation liabilities to be assumed by Exelon couldadversely affect the combined company's future business, financial condition, cash flows, operating results and prospects.

The merger agreement containsprovisions that limit.each of Exelon's and Constellation's ability to pursue alternatives to themerger, which could discourage a potential acquirer of either Constellation or Exelon from making an alternative transactionproposal and, in certain circumstances, could require Exelon or Constellation to pay to the other a significant termination fee.

Under the merger agreement, Exelon and Constellation are restricted, subject to limited exceptions, from entering into altemative.transactions-in lieu of the merger. Ingeneral, unless and until the merger agreement is terminated, both Exelon and Constellation arerestricted from, among other things, soliciting, initiating, knowingly encouraging or facilitating a competing acquisition proposal from anyperson. Each of the Exelon board of directors and the Constellation board of directors is limited in its ability to change its recommendationwith respect to the merger-related proposals. Exelon or Constellation may terminate the merger agreement and enter into an agreement withrespect to a superior proposal only if specified conditions have been satisfied, including compliance with the non-solicitation provisions of themerger agreement. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Exelon orConstellation from considering or proposing such an acquisition, even if such third party were prepared to pay consideration with a higher pershare cash or market value than the consideration proposed to be received or realized in the merger, or might result in a potential competingacquirer proposing to. pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination feethat may become payable in certain circumstances. Under the merger agreement, in the event Exelon or Constellation terminates the mergeragreementto accept a superior proposal, or under certain other circumstances, Exelon or Constellation, as applicable, would be required topay a termination fee of $800 million in the case of a termination fee payable by Exelon to Constellation and a termination fee of $200 millionin the case of a termination fee payable by Constellation to Exelon.

Exelon and Constellation will be subject to various uncertainties and contractual restrictions while the merger is pending that. maycause disruption and could adversely affect their financial results.

Uncertainty about the effect'of the merger on employees, suppliers and customers may have an adverse effect on Exelon and/orConstellation. These uncertainties may impair Exelon's and/or Constellation's ability to.attract, retain and motivate key personnel until themerger is completed and for a period of time thereafter, as employees and prospective employees may experience uncertaintyabout theirfuture roles with the combined company, and could cause customers, suppliers and others who deal.with Exelon or Constellation to seek tochange existing business relationships with Exelon or Constellation. The pursuit of the merger and the preparation for the integration mayalsoplace a burden on management and intemal resources. Any significant diversion of management attention away from ongoing businessconcerns and any difficulties encountered in the transition and integration process could affect Exelon's and/or Constellation's financialresults.

in addition, the merger agreement restricts each of Exelonand Constellation, without the other's consent, from making certainacquisitionsand taking~other specified actions while themerger is

Page 5 of 17

Enclosure 2

Table of Contentspending.. These restrictions may prevent Exelon and/or Constellation from pursuing otherwise attractive business opportunities and makingother changes to their respective businesses prior to completion of the merger or termination of the merger agreement.

If completed, the merger may not achieve its anticipated results, and Exelon and Constellation may be unable to integrate theiroperations in the manner expected.

Exelon and Constellation entered into the merger agreement with the expectation that the merger will result in various benefits,including, among other things, cost savings and operating efficiencies. Achieving the anticipated benefits of the merger is.subject to a numberof uncertainties, including Whether the businesses of Exelon and Constellation can be integrated in an efficient, effective and timely manner.

It is possiblethat the integration process could take longer than anticipated and could result in the loss of valuable employees, thedisruption of each company's ongoing businesses, processes and systemsor inconsistencies in standards, controls, procedures, practices,policies and compensation arrangements, any of which could adversely affect the combined company's ability to achieve the anticipatedbenefits of the merger as and when expected. The companies may have difficulty addressing possible differences in corporate cultures andmanagement philosophies. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount ofexpected revenues and could adversely affect the combined company's future business, financial condition, operating results and prospects.

The merger may not be accretive to earnlngsand may cause dilution to Exelon's earnings per share, which may negatively affectthe market price of Exelon's common stock.

Exelon currentlyanticipates that the merger will be accretive to earnings per share in 2013, which is expectedto be the first full yearfollowing completion of the merger. This expectation is based on preliminary estimates that are subject to change. Exelon also couldencounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the merger or be subject tolother factors that affect preliminary estimates. Any of these factors could cause a decrease in Exelon's adjusted earnings per share ordecrease or delay the expected accretive effect of the merger and contribute to a. decrease in the price of Exelon's common stock.

Exelon may record.goodwill that could become impairedand adversely affect its operating results.Accounting standards in the United States requirethat one party to the merger be identified as the acquirer. In accordance with these

standards, the merger will be accounted for as an acquisition of Constellation common stock by Exelon and will follow the acquisition methodof accounting for business combinations. The assets and liabilities of Constellation will be consolidated with those of Exelon. The excess Ofthepurchase price over the fair values of Constellation's assets and liabilities, if any, will be recorded as goodwill.

The amount of goodwill, which could be material, will be allocated to the appropriate reporting units of the combined company. Exelon isrequired to assess goodwill for impairment at least annually by comparing the fair value of reporting units to thecarrying value of thosereporting units. To the extent the carrying value of any of those reporting units, is greater than the-fair value, a second step comparing theimplied fair value of goodwill to the carrying amount would be required to determine if the goodwill is impaired.ISuch a potential impairmentcould result in a material charge that would have a material impact on Exelon's future operating results and consolidated balance sheet.

Page 6 of 17

Enclosure 2

Table of Contents

ITEM 6. SELECTED FINANCIAL DATAExelon

The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data isqualified in its entirety by reference to and should be read in conjunction with Exelon's Consolidated Financial Statements and ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.

4IUnUU millnerpnt pe he,. data)

Statement of Operations data:OperatingrevenuesOperating incomeIncome from continuing operationsIncome from discontinued operations

Net income

For the Years Ended December 31201 2=11-- 2o 2007-

$18,924 $18,644 $17,318 $18,859 $18,9164,480 4,726 4,750 5,299 4,668

$ 2,495 $ 2,563 $ 2,706 $ 2,717 $ 2,726- - 1 20 10

$ 2,495 $ 2•563 $ 2,707 $ 2,737 $ 2736

Earnings per average common share (diluted):Income from continuing operationsIncome from discontinued operations

Net income

Dividends per common share

Average shares of common stock outstanding- diluted

(in rmillnng)

Balance Sheetdata:Current assetsProperty, plant and equipment, netNoncurrent regulatoryassetsGoodwillOther deferred debits and other assets

Total assets

Current liabilitiesLong-term debt, including long-term debt to financing trustsNoncurrent regulatory. liabilitiesOther deferred credits and other liabilitiesPreferred securities of subsidiaryNoncontrolling interestShareholders' equity

Total liabilities and shareholders' equity

$ 3.75 $ 3.87 $ 4.09

$ 3.75 $ 3.87 $ 4.09

$ 2.10. $ 2.10 $ 2.10

665 663 662

$ 4.10 $ 4.030.03 0.02

$ 4.13 $ 4.05

$ 2.03 $ 1.76

662 676

2011. 2oL 2oL

$ 5,489 $ 6,398 $ 5,44132,570 29,941 27,3414,839 4,140 4,872.2,625 2,625 2,6259,569 9,136 8,901

$55,092 $52,240 $49,180

.$ 4,989 $ 4,240 $ 4123812,189 12,004 11 385.3,771 3,555 3,49219,668 18,791 17,338

87 87 873 3 -

14,385 13,560 12,640

$55,092 $52,240 $49,180

$ 5,13025,8135,9402,6258,038

$47,546

$ 3,81112,5922;520

17,489.87

11,047

$47,546

2007 (a)(b)

$ 4,41624,1535,1332,625:8,760

$ 45,087

$. 5,46611,9653,301

14,13187

10,137

$ 45,087

(a) Exelon retrospectively reclassified certain assets and liabilities with respect to option premiums into the mark-to-market net asset and liability accounts to conform tothe current year presentation.

(b) Exelon retrospectively reclassified certain assets and liabilities in accordance with the applicable authoritative guidance for offsetting amounts related to qualifyingderivative contracts.

Paae 7 of 17

Enclosure 2

Table of ContentsGeneration

The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. Thisdata is qualified in its entirety by reference to and should be read in conjunction with Generation's Consolidated Financial Statements andITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Statement of Operations data:Operating revenuesOperating incomeIncome from continuing operationsIncome from discontinued operations

Net income

41n millinn•)-

Balance.Sheet data:Current assetsProperty, plant and equipment, netOther deferred debits and other assets

Total assets

Current liabilitiesLong-terrm debtOther deferred credits and other liabilitiesNoncontrolling interestMember's equity

Total liabilitiesand member's equity

For the Years Ended December 31._ 29iL-. 2Lo9 2008 2007

$10,308 $10,025 $ 9,703 $10,754 $ 10,7492,876 3,046 3,295 3,994 3,392

$ 1,771 $ 1,972 $ 2,122 $ 2,258 $ 2,025- - - 20 4

$ 1,771 $ 1,972 $ 2,122 $ 2,278 $ 2,029

December31..Z 1.q 2._22 92 -- 2008 ta) 2007 (e

$ 3,204 $. 3,087 $ 3,360 $ 3,486 $ 2,16013.475 11,662 9,809 8;907 8,04310,754 '9,785 9,237 7,691 8,044

$27,433 $24,534 $22,406 $20,084 $ 18,247

$ 2,144 $ 1,843 $. 2,262 $ 2,168 $ 1,9173,674 3,676 2,967 2,502 2,513

12,907 11,838 10,385 8,848 9A4475 5 2 1 1

8,703. 7,172 6,790 6,565 4,369

$27,433 $24,534 $22,406 $20,084 $ 18,247

(a) Generation retrospectively reclassified certain assets and liabilities with respect to option premiums into the mark-to-market'net asset and liability accounts to. conform with the current year presentation.(b) Generation reclassified certain assets and liabilities In accordance with the applicable authoritative guidance for offsetting arnounts related to qualifying derivative

contracts.

Page 8 of 17

Enclosure 2

Table of ContentsExelon Corporation and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

0Imlln anrtp r cntnrp rlevneOperating revenuesOperating expenses

Purchased powerFuelOperating and maintenanceOperating and maintenance for regulatory required programsDepredation and amortizationTaxes other than income

Total operating expenses

Operating income

Other Income and deductionsInterest expense,. netInterest expense to affiliates, netLoss in equity method investmentsOther, net

Total other income and deductions

Income beforeincome taxesIncome taxes

Net income

Other comprehensive Income (loss)Pension and non-pension postretirement benefit plans:

Prior service benefit reclassified to periodic costs, net of taxes of $(4), $(7) and $(6).respectively

Actuarial loss reclassified to periodic cost, net of taxes of $93, $79 'and $74, respectivelyTransition obligation reclassified to periodic cost, net of taxes of $2, $2 and $2,

respectivelyPension and. non-pension postretirement benefit plan valuation adjustment, net of taxes

of $(171), $(188) and $47,respectivelyChange in unrealized gain (loss) on cash flow hedges, net of taxes of $39, $(107) and $(2),

respectivelyChange in unrealized gain (loss) onmarketable securities, net of taxes of $0, $0.and $3,

respectively

Other comprehensive income (loss)

Comprehensive income

Average shares of common stock outstanding:BasicDiluted

Earnings per average common share:BasicDiluted

Dividends per common share

20.11$18,924

5,2841,8445,012

1841,335

785

14,444

4,480

(701(25(1

199

(528

3,9521,457

2495

(5

136

4

(250

88

(27

$ 2,468

663665

$ 3.76$ 3.75

$ 2.10

For the Years EndedDecember 31.

$18,644

4,4252,0104,453

1472,075

808

13,918

4,726

(792)(25)

312.

(505)

4,2211,'658

2,563.

(11)

114

*3

)) (288)

(151).

.( )

(334)

$ 2,229

2009$17;318

.3.2152,0664,612

631,834

7.78

12,568

4,750

(654(77)(27)427

(331.)

4.4191,712

2,707

(13)

93

3

86.

(12)

5

162

$ 2,869

$$

$

661.663

3.88

3.87

2.10

$$

659662

4.104.09

2.10

See the Combined Notes to Consolidated Financial Statements

Paae 9 of 17

Enclosure 2

Table of ContentsExelon Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

9nmHilnn5Cash flow% from operating activities

Net incomeAdjustments to reconcile net income to net cash flows provided by operating activities:

Depreciation, amortization and accretion, including nuclear fuel amortizationImpairment of long-lived assetsDeferred income taxes and amortization of investment tax creditsNet fair value changes related to derivativesNet realized and unrealized losses (gains) on nuclear decommissioning trust fund

investmentsOther non-cash operating activities

Changes in assets and liabilities:Accounts receivableInventoriesAccounts payable, accrued expenses and other current liabilitiesOption premiums paid. netCounterparty collateral (posted) received, netIncome taxesPension and non-pension postretirement benefit contributions.Other assets and liabilities

Net cash flows provided by operating activities

Cash flows from investing activitiesCapital expendituresProceeds from nuclear decommissioning trust fund salesInvestment in nuclear decommissioning trust fundsAcquisitionsProceeds from sales of investmentsPurchases of investmentsChange in restricted cashOther investing activities

Net cash flows used in Investing activities

Cash flows from financing activitiesChanges in short-term debtIssuance of long-term.debtRetirement of long-term debtRetirement of long-term debt of variable interest entityRetirement of long-:term debt to financing affiliatesDividends paid on common stockProceeds from employee stock plansOther financing activities

Net cash flows used In financing activities

increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

-2011-

$ 2,495

2.304

1,457291

14782

57(58)

(254)

(3'44P492

(2,360)(20)

4,853

(4,042)6,139

(6M332)(387)

6

20

(4,603)

1611,199(789)

(1,393)38

(62)

(846)

(596)1,612

$ 1,016

For the Years EndedDecember 31.2010

$ 2,563

2,943

981(88)

(105)609

(232)(62)472124)155)

(543)(959)

(56)

5,244

(3,326)3,764

(3,907)(893)

28(22)

42339

(3,894)

(155)1,398(828).(806)

(1,389)48

(16)

(1,748)

(398)2,010

$1.612

$ 2,707

2,601223756(95)

(207)652

23451

(254)(40)196(29)

(588)(113)

6,094

(3,273)4.292

(4,531)

41(28)35

6

(3,458)

(56)1,987

(1,773)

(709)(1,385)

42(3)

(1,897)

7391,271.

$ 2,010

See the Combined. Notes to Consolidated Financial Statements

Page 10 of 17

Enclosure 2

Table of ContentsExelon Corporation and Subsidiary Companies

Consolidated Balance Sheets

amUwwns)- ASSETS

Current assets

Cash and cash equivalentsRestricted cash and investmentsAccounts receivable, net

Customer ($329 and $346 gross accounts receivables pledged as collateral as of December 31,.2011and December 31, 2010, respectively)

OtherMark-to-market derivative assetsInventories, net

Fossil fuelMaterials and supplies

Deferred income taxesRegulatory assetsOther

Total current assets

Property, plant and equipment, netDeferred debits and other assets

Regulatory assetsNuclear decommissioning trust fundsInvestmentsInvestments in affiliatesGoodwillMark-to-market derivative assetsPledged assets for Zion Station decommissioningOther

Total deferred debits and other assets

Total assets

December 31.2011 -2&1(L

$ 1,016 $ 1,61240 30

1.6131,000

432

208656

9769

358

5,489

32;570

4,8396,507

75115

2.625650734912

'17,033

$55,092

1,9321,196

487

216590

10325

6.398

29,941

4,1406,408

71715

2,625.409824763

15,901

$52,240

See the Combined Notes to Consolidated Financial Statements

Page 11 of 17

Enclosure 2

I

Table of ContentsExelon Corporation and Subsidiary Companies

Consolidated Balance Sheets

December 31.2011 -2&Di-(in m~illiong)

LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities

Short-term borrowingsShort-term notes payable-accounts receivable agreementLong-term debt due within one.yearAccounts payableMark-to-market derivative liabilitiesAccrued expensesDeferred income taxesRegulatory liabilitiesDividends payableOther

Total current liabilities

Long-term debtLong-term debt to other financing trustsDeferred credits and other liabilities

Deferred income taxes and unamortized investment tax creditsAsset retirement obligationsPension obligationsNon-pension postretirement benefit obligationsSpent nuclear fuel obligationRegulatory liabilitiesMark-to-market derivative liabilitiesPayable.for Zion Station decommissioningOther

Total deferred credits and other liabilities

Total liabilities

Commitments and contingenciesPreferred securities of subsidiaryShareholders' equity

Common stock (No par value, 2,000 shares authorized, 663 and 662 shares outstanding atDecember 31,2011 and 2010, respectively)

Treasury stock, at cost (35 shares held at December 31, 2011 and 2010, respectively).Retained earningsAccumulated other comprehensive loss, net.

Total shareholders' equity

Noncontrolling interest

Total equity

Total liabilities and shareholders' equity

$ 163225828

1,444112

1,255

53349560

4,989

11.799390

8,3513:8842,194.,2,2631,019

.3,771126563

1,268

23,439

40,617

225599

1,37338

1,0408544

1835

4,240

11,614390.

6,6213,4943,6582,2181,0183,555

21659

1,102

22.346

38,590

87 87

9,107(2,327)10,055(2,450)

14,3853

9,006• (2.327)9.304(2,423)

.13,5603

14,388 13,563

$55,092 $52.240

See the Combined Notes to Consolidated Financial Statements

Page 12 of 17

Enclosure 2

Table of ContentsCombined Notes to Consolidated Financial Statements--(Continued)

(Dollars in millions, except per share data unless otherwise noted)

3. Merger and Acquisitions (Exelon and Generation)Proposed Merger with Constellation Energy Group, Inc. (Exelon)

On April 28, 2011, Exelon and Constellation Energy Group, Inc. (Constellation) announced that.they signed an agreement and plan ofmerger to combine the two companies in a stock-for-stock transaction. Under the merger agreement, Constellation's shareholders willreceive 0.930 shares of Exelon common stock In exchange for each share of Constellation common stock. Based on Exelon's closing shareprice on April 27, 2011, Constellation shareholders would receive $7.9 billion in total equity value. The resulting company will retain the.Exelon name and be headquartered in Chicago. The transaction requires the approval by the shareholders of both Exelon and Constellation.Completion of the transaction is also conditioned upon review of the transaction by the U.S. Department of Justice (DOJ) and approval by theFERC, NRC, Maryland Public Service Commission (MDPSC), the New York Public Service Commission (NYPSC), the Public UtilityCommission of Texas (PUCT), and other state and federal regulatory bodies. As of February 9, 2012, Exelon and Constellation have receivedapproval of the-transaction from the shareholders of Exelon and Constellation, DOJ, PUCT and the NYPSC. Exelon and Constellation areawaiting final approval of the transaction from the MDPSC, FERC and NRC.

On January 30, 2012, FERC.published a notice on its website regarding a non-public investigation of certain of Constellation's powertrading activities in and around the New York ISO from September 2007 through December 2008. Exelon continues to evaluate the matter inorder to make an assessment regarding (1) the likely outcome of the investigation and (2) whether the ultimate resolution of the investigationwill be material to the results of operations, cash flows, or financial condition of Constellation before the merger or Exelon after the merger.Absent any delay in the FERC approval process, the companies anticipate closing the transaction in the first quarter of 2012.

Associated with certain of the'regulatory approvals required for the merger, the companies have proposed to divest three Constellation.generating stations located in PJM, which is the only market where there is a material overlap of generation owned by both companies. Thesestations, Brandon Shores and H.A. Wagner in Anne Arundel County, Maryland, and C.P. Crane in Baltimore County, Maryland, includebase-load, coal-fired generation units plus associated gas/oil units located at the same sites, and total 2,648 MW of generation capacity. InOctober 2011, Exelon and Constellation reached a settlement withthe PJM Independent Market Monitor, who had previously raised marketpower concerns regarding-the merger. The settlement contains a number of commitments by the merged company, including limiting the.universe of potential buyers of the divested assets to entities without significant market shares in the relevant PJM markets. The settlementalso includes assurances about how the merged company will bid its units into the PJM markets. The proposed divestiture and the settlementwith the PJM Market Monitor were filed with FERC and the MDPSC and are included in their decisions to issue a final order approving themerger.

In December 2011, Exelon and Constellation reached a settlement with the State of Maryland and the City of Baltimore and otherinterested parties in connection with the regulatory proceedings pending before the MDPSC. As part of this settlement and the application forapproval of the merger. by MDPSC, Exelon and Constellation have proposed a package of-benefits to Baltimore Gas and Electric CompanySB3GE) customers, the City of Baltimore and the state of Maryland, which results-in a direct investment in the state of Maryland of more than1 billion. This investment includes capital projects including development of new renewable and gas-fired generation in Maryland,

representing a substantial portion of the investment.

Paae 13 of 17

Enclosure 2

Table of ContentsCombined Notes to Consolidated Financial Statements--(Contlnued)

(Dollars In millions, except per share data unless otherwise noted)

In addition, in January 2012 Exelon and Constellation reached an agreement with Electricite de France (EDF) under which EDF haswithdrawn its opposition to the Exelon-Constellation merger. The terms address Constellation Energy Nuclear Group (CENG), a joint venturebetween Constellation and EDF that owns and operates three nuclear facilities with five generating units in Maryland and New York. Theagreement reaffirms the terms of the joint venture. The agreement did not include any exchange of monetary consideration and Exelon doesnot expect the agreement will have a'significant impact on Exelon and Generation's future results of operations, financial position and cashflows.

Exelon was named in suits filed in the Circuit Court of Baltimore City, Maryland alleging that individual directors of Constellationbreached their fiduciary duties by entering into the proposed merger transaction and Exelon aided and abetted the individual directors'breaches. Similar suits were also filed in the United States District Court for the District of Maryland. The suits sought to enjoin a Constellationshareholder vote on the proposed merger until all material information is disclosed and sought rescission of the proposed merger. During thethird quarter, the parties to the suits. reached an agreement in principle to settle the suits through additional disclosures to Constellationshareholders. The settlement is subject to court approval.

Through December 31, 2011, Exelon has incurred approximately $77 million of expense associated with the transaction, primarilyrelated to fees incurred as part of the acquisition. Under the merger agreement, in the event Exelon or Constellation terminates the mergeragreement to accept a superior proposal, or under certain other circumstances, Exelon or Constellation, as applicable, would. be required topay a termination fee of $800 million in the case of a termination fee payable by Exelon to Constellation or a termination fee of $200 million inthecase of a termination fee payable by Constellation to Exelon.

Acquisitions (Exelon and Generation)Consistent with the applicable accounting guidance, the fair value of the assets acquired and liabilities assumed was determined as of

the acquisition date through the use of significant estimates and assumptions that are judgmental in nature. Some of the more significantestimates.and assumptions used include: projected future cash flows (including the amount and timing); discount rates reflecting the riskinherent in the future cash flows; future power and fuel market prices. Additionally, market prices based on the Market Price Referent (MPR)established by the CPUC for renewable energy resources were used In determining the fair value of the Antelope Valley assets.acquired: andliabilities assumed. There were also judgments made to determine the expected useful lives assigned to each class of assets acquired andthe duration of the liabilities assumed. Generation did not record any goodwill related to any of the respective acquisitions.

Page 14 of 17

Enclosure 2

Table of ContentsCombined Notes to Consolidated Financial Statements-(Continued)

(Dollars in millions, except per share data unless otherwise noted)

17. Earnings Per Share and Equity (Exelon)Earnings per Share

Diluted earnings per share is calculated by. dividing net income by the weighted average. number of shares of common stockoutstanding, including shares to be issued upon exercise of stock options, performance share awards and restricted stock outstanding underExelon's LTIPs considered to be common stock equivalents. The following table sets forth the components of basic and diluted earnings pershare and shows the effect of these stock options, performance share awards and restricted stock on the weighted average number of sharesoutstanding used in calculating diluted earnings pershare:

Year Ended December 31.1 200 z 2O09

Net income $2,495. $2,563 $2,707

Weighted average common shares outstanding-basic 663 661 659Assumed exercise and/or distributions of stock-based awards 2 2 3

Weighted average common shares outstanding-diluted 665 663 662

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was

approximately 9 million in 2011,8 million in 2010 and 5 million in 2009.

18. Commitments and Contingencies (Exelon, Generation, ComEd and PECGO)Nuclear Insurance

The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of theU.S. licensed nuclear facilitiesand also to limit the liability of nuclear reactor owners for such claims from any single incident. As ofDecember 31, 2011, the current liability limit per incident was $12.6 billion and is subject to change to account for theeffects of inflation andchanges in the number of licensed reactors. An inflation adjustment must be made at least once every 5 years and the last inflationadjustment was made effective October 29,2008. In accordance with the Price-Anderson Act, Generation maintains financial protection atlevels equal to the amount of liability insurance available from private sources through the purchase of private nuclear energy liabilityinsurance for public liability claims that could arise in the event of an incident. As of January 1, 2012, the amount of nuclear energy liability,insurance purchased is $375 million for each operating site. Additionally, the. Price-Anderson Act requires a second layer of protectionthrough the mandatory participation in a retrospective rating plan for power reactors (currently 104 reactors) resulting in an additional $12.2billion in funds available for public liability claims. Participation in this secondary financial protection pool requires the operator of each reactorto fund its proportionateshare of costs for any single incident that exceeds the primary layer of financial protection. Under the Price-AndersonAct, the maximum assessment in the event of an incident for each nuclear operator, per reactor, per incident (including a 5% surcharge), is,$117.5 million, payable at no more than $17.5 million per reactor per incident per year. Exelon's maximum, liability per incident isapproximately $2.0 billion. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay publicliability claims exceeding the $12.6 billion limit for a single incideriL

Generation is required each year to report to the NRC the current levels and sources of insurance that demonstrates Generationpossesses sufficient financial resources to stabilize and decontaminate

Page 15 of 17

Enclosure 2

Table of ContentsCombined Notes to Consolidated Financial Statements--(Continued)(Dollars in millions, except per share data unless otherwise noted)

a reactor and reactor station site in the event of an accident. The insurance maintained for each facility is currently provided throughinsurance policies purchased from NEIL, an industry mutual insurance company of which Generation is a member.

NEIL may declare distributions to its members as a result of favorable operating experience. In recent years NEIL has madedistributions to its members, but Generation cannot predict the level of future distributions or if they will continue at all. No distributions weredeclared In 2011. Premiums paid to NEIL by its members are subject to assessment (the retrospective premium obligation) for adverse lossexperience. NEIL-has never exercised this assessment since its formation in 1973, and while Generation cannot predict the level of futureassessments, or if they will be imposed at all, the current maximum aggregate annual retrospective premium obligation for Generation isapproximately $219 million.

NEIL provides property damage, decontamination and premature decommissioning insurance for each station for losses resulting fromdamage to its nuclear plants, either due to accidents or acts of terrorism. Generation's current limit for this coverage is $2.1 billion. Forproperty limits in excess of the first $1.25 billion of that limit, Generation participates in an $850 million single limit blanket policy shared by allthe Generation operating nuclear sites and the Salem and Hope Creek nuclear sites. This blanket limit is not subject to automaticreinstatement in the event of a loss. In the event of an accident, insurance proceeds must first be used for reactor stabilization and sitedecontamination. If the decision is made to decommission the facility, a portion of the insurance proceeds Will be allocated to a fund, whichGeneration is required by the NRC to maintain, to provide for decommissioning the facility. In the event of an insured loss, Generation isunable to predict the timing of the availability of insurance proceeds to Generation and the amount of such proceeds that would be available.Under the terms of the various insurance agreements, Generation could be assessed up to $175 million per year for losses incurred at anyplant insured by the insurance company (the retrospective premium obligation). In the event that one or more acts of terrorism causeaccidental property damage within a twelve-month period from the first accidental property damage under one or more policies for all insuredplants, the maximum recovery for all losses by all insureds will be an aggregate of $3.2 billion plus such additional amounts as the insurermay recover for all such losses from reinsurance, indemnity and any other source, applicable to such losses. The $3.2 billion maximumrecovery limit is not applicable, however, in the event of a "certified act of terrorism' as defined in the Terrorism Risk Insurance Act of 2002, asamended by the Terrorism Risk Insurance Program Reauthorization Act of 2007. The Terrorism Risk Insurance Act expires on December 31,2014.

Additionally, NEIL provides replacement power cost insurance in the event of a major accidental outage at an insured nuclear station.The premium for this coverage is subject to assessment for adverse loss experience. Generation's maximum share of any assessment is $44.million per year (the retrospective premium obligation). Recovery under this insurance for terrorist acts is subject to the $3.2 billion aggregatelimit-and secondarytothe property insurance described above. This limit would not apply in cases of certified acts of terrorism under theTerrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007, as describedabove.

Effective April. 1 ,:2009, NEIL requires its members to maintain an investment gradecredit rating or to ensure cbl1ectability of their annualretrospective premium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance. "

In addition, Generation participateslin the Master Worker Program, which provides coverage for worker tort claims filed for bodily injurycaused by a nublear'energy accident. This program was modified, effective January 1, 1998, to provide coverage to all workerswhose"nuclear-related

Page 16 of 17

Enclosure 2

Table of Contents Combined Notes to Consolidated Financial Statements-(Continued)(Dollars in millions, except per share data unless otherwise noted)

employment" began on or after the commencement date of reactor operations. Generation will not be liable for a retrospective assessmentunder this policy.

For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount ofinsurance maintained. Uninsured losses and other expenses, to the eXtent not recoverable from insurers or the nuclear industry, could also bebome by Generation. Any such losses could have a material adverse effecton Exelon's and Generation's financial condition, results ofoperations and liquidity.

Spent Nuclear Fuel ObligationUnder the NWPA, the DOE is responsible for the development of a geologic repository for and the disposal of SNF and high-level

radioactive waste. As required by the NWPA, Generation is a party to contracts with the DOE (Standard Contracts) to provide for disposal ofSNF from Generation's nuclear generating stations. In accordance with the NWPA.and the Standard Contracts, Generation pays the DOEone mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. This fee may be adjusted prospectively in order to ensurefull cost recovery. The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nucleargenerating units by no later than January 31, 1998. The DOE, however, failed to meet that deadline and its performance will be delayedsignificantly. In January 2009, the DOE issued its Draft National Transportation Plan for the proposed repository. The DOE's press statementaccompanying the release of the plan indicated that shipments to the repository are not expected to begin before 2020.

The 2010 Federal budget (which became effective October 1, 2009) eliminated almost all funding for the creation of the Yucca Mountainrepository while the Obama administration devises a new strategy for long-term SNF management. Debate surrounding any new strategylikely will address centralized interim storage, permanent storage atmultiple sites and/or SNF reprocessing. In early 2010, Secretary ofEnergy.Steven Chu appointed the Blue Ribbon Commission on America's Nuclear Future toevaluate and recommend a new plan formanaging the back end of the nuclear fuel cycle, including used fuel storage, disposal and fees. John W. Rowe, Exelon's Chairman and ChiefExecutive Officer, is oneof 15 members of the Commission. The Commission released its final report to the U.S. Energy Secretary onJanuary 26, 2012, detailing comprehensive recommendations for creating a safe, long-term solution for managing and disposing of thenation's spent nuclear fuel and high-level radioactive waste. The strategy recommended by the Commission encompasses 8 key elements;1) A new consent-based approach to siting storage and disposal facilities; 2) A new organization to implement the waste managementprogram; 3) Access to utility waste disposal fees for their intended purpose; 4) Prompt efforts to .develop a new geological disposal facility: 5)Prompt efforts to develop one or more consolidated storage facilities; 6) Early.preparation for the eventual large-scale transport of spent.nuclear fuel and high-level waste to consolidated storage and disposal facilities: 7) Support for advances in nuclear energy technology andfor workforce development-, and 8) Active U.S. leadership in international efforts to address safety, non-proliferation and-security concerns.Implementation of the BRC's recommendations will require action.by both the Administration andCongress.

Given the full implementation of the BRC's recommendations will.require action by both the Administrationand Congress, itis uncertainwhether interim.storage facilities or permanent disposal facilities will be operational by 2020. Because there .is no particular date before orafter 2020 that Generation can establish as having a higher probability as the start date for facility operations, Generation uses the 2020 dateas the assumed date for when the DOE will begin accepting SNF for purposes of determining nuclear decommissioning assetretirementobligations. The extended delay in

Page 17 of 17