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Management’s Report on Internal Control Over Financial Reporting
The management of Exelon Corporation (Exelon) is responsible for establishing and maintaining adequate internal control over
financial reporting. Exelon’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as of
December 31, 2005. In making this assessment, management used the criteria in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment,
Exelon’s management concluded that, as of December 31, 2005, Exelon’s internal control over financial reporting was effective.
February 15, 2006
Information Derived from 2005 Form 10-K
We have presented a condensed discussion of financial results, excerpts from our consolidated financial statements and a
copy of our Management’s Report on Internal Control Over Financial Reporting in this summary annual report. A complete
discussion of our financial results and our complete consolidated financial statements, including notes, appears on pages 77
through 264 of our Form 10-K annual report for the year ended December 31, 2005. That annual report was filed with the
Securities and Exchange Commission on February 15, 2006 and can be viewed and retrieved through the Commission’s web
site at www.sec.gov or our web site at www.exeloncorp.com.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, issued a report dated February 15, 2006 on
their integrated audit of our consolidated financial statements and our internal controls over financial reporting. In their report
they expressed an unqualified opinion that those consolidated financial statements present fairly, in all material respects, the
financial position of Exelon Corporation and its subsidiaries at December 31, 2005 and 2004 and the results of their operations
and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting
principles generally accepted in the United States of America. They also expressed an unqualified opinion that Exelon’s
assessment, included in Management’s Report on Internal Controls Over Financial Reporting, that Exelon maintained effective
internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control – Integrated
Framework issued by COSO, is fairly stated, in all material respects. Furthermore, they expressed an unqualified opinion that
Exelon maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal Control – Integrated Framework issued by the COSO. The full text of PricewaterhouseCoopers
LLP’s report can be found on pages 158 and 159 of our 2005 Form 10-K.
Certifications
The CEO of Exelon has made the required annual certifications for 2005 to the New York Stock Exchange and the Philadelphia
Stock Exchange that Exelon is in compliance with the listing standards of those exchanges. The CEO and CFO have filed with
the SEC all required certifications under section 302 of the Sarbanes-Oxley Act of 2002. These certifications are filed as
Exhibits 31-1 and 31-2 to Exelon’s 2005 Form 10-K.
38 EXELON CORPORATION AND SUBSIDIARY COMPANIES