Exelon
Annual Report 2020

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identification Number EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220 EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959 COMMONWEALTH EDISON COMPANY (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321 PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000 BALTIMORE GAS AND ELECTRIC COMPANY (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201-3708 (410) 234-5000 PEPCO HOLDINGS LLC (a Delaware limited liability company) 701 Ninth Street, N.W. Washington, District of Columbia 20068 (202) 872-2000 POTOMAC ELECTRIC POWER COMPANY (a District of Columbia and Virginia corporation) 701 Ninth Street, N.W. Washington, District of Columbia 20068 (202) 872-2000 DELMARVA POWER & LIGHT COMPANY (a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000 ATLANTIC CITY ELECTRIC COMPANY (a New Jersey corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000 23-2990190 23-3064219 36-0938600 23-0970240 52-0280210 52-2297449 53-0127880 51-0084283 21-0398280 Commission File Number 001-16169 333-85496 001-01839 000-16844 001-01910 001-31403 001-01072 001-01405 001-03559 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered EXELON CORPORATION: Common Stock, without par value EXC The Nasdaq Stock Market LLC PECO ENERGY COMPANY: Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company EXC/28 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Title of Each Class COMMONWEALTH EDISON COMPANY: Common Stock Purchase Warrants (1971 Warrants and Series B Warrants) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Yes x Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ No ☐ No x No x No x No x No x No x No x No x No x No x No x No x No x No x No x No x No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Large Accelerated Filer x Accelerated Filer ☐ Non-accelerated Filer ☐ Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2020 was as follows: Exelon Corporation Common Stock, without par value Exelon Generation Company, LLC Commonwealth Edison Company Common Stock, $12.50 par value PECO Energy Company Common Stock, without par value Baltimore Gas and Electric Company, without par value Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company The number of shares outstanding of each registrant’s common stock as of January 31, 2021 was as follows: Exelon Corporation Common Stock, without par value Exelon Generation Company, LLC Commonwealth Edison Company Common Stock, $12.50 par value PECO Energy Company Common Stock, without par value Baltimore Gas and Electric Company Common Stock, without par value Pepco Holdings LLC Potomac Electric Power Company Common Stock, $0.01 par value Delmarva Power & Light Company Common Stock, $2.25 par value Atlantic City Electric Company Common Stock, $3.00 par value $35,402,501,369 Not applicable No established market None None Not applicable None None None 976,337,799 Not applicable 127,021,370 170,478,507 1,000 Not applicable 100 1,000 8,546,017 Documents Incorporated by Reference Portions of the Exelon Proxy Statement for the 2020 Annual Meeting of Shareholders and the Commonwealth Edison Company 2020 Information Statement are incorporated by reference in Part III. Exelon Generation Company, LLC, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form in the reduced disclosure format. TABLE OF CONTENTS Page No. GLOSSARY OF TERMS AND ABBREVIATIONS FILING FORMAT CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION WHERE TO FIND MORE INFORMATION PART I ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4. PART II ITEM 5. BUSINESS General Exelon Generation Company, LLC Utility Operations Employees Environmental Regulation Executive Officers of the Registrants RISK FACTORS UNRESOLVED STAFF COMMENTS PROPERTIES Exelon Generation Company, LLC The Utility Registrants LEGAL PROCEEDINGS MINE SAFETY DISCLOSURES MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 1 6 6 6 7 7 8 15 19 20 25 30 46 47 47 51 52 53 54 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exelon Corporation Executive Overview Financial Results of Operations Significant 2020 Transactions and Recent Developments Exelon's Strategy and Outlook Other Key Business Drivers and Management Strategies Critical Accounting Policies and Estimates Results of Operations Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Liquidity and Capital Resources Contractual Obligations and Off-Balance Sheet Arrangements ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Page No. 58 58 58 60 63 66 67 69 80 81 88 91 95 98 99 102 106 108 122 127 127 135 137 139 141 143 145 147 149 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Combined Notes to Consolidated Financial Statements 1. Significant Accounting Policies 2. Mergers, Acquisitions, and Dispositions 3. Regulatory Matters 4. Revenue from Contracts with Customers 5. Segment Information 6. Accounts Receivable 7. Early Plant Retirements 8. Property, Plant, and Equipment 9. Jointly Owned Electric Utility Plant 10. Asset Retirement Obligations 11. Leases 12. Asset Impairments 13. Intangible Assets 14. Income Taxes 15. Retirement Benefits 16. Derivative Financial Instruments 17. Debt and Credit Agreements 18. Fair Value of Financial Assets and Liabilities 19. Commitments and Contingencies 20. Shareholders' Equity 21. Stock-Based Compensation Plans 22. Changes in Accumulated Other Comprehensive Income 23. Variable Interest Entities 24. Supplemental Financial Information 25. Related Party Transactions 26. Subsequent Events ITEM 9. ITEM 9A. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES Page No. 151 179 184 189 194 199 204 209 214 219 224 224 233 235 252 256 267 269 272 274 275 280 285 286 288 296 308 313 323 338 348 349 353 353 358 365 368 368 368 ITEM 9B. PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. PART IV ITEM 15. ITEM 16. SIGNATURES OTHER INFORMATION DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTING FEES AND SERVICES EXHIBITS, FINANCIAL STATEMENT SCHEDULES FORM 10-K SUMMARY Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Page No. 369 370 371 372 373 374 375 423 424 424 425 426 427 428 429 430 431 432 Table of Contents Exelon Corporation and Related Entities Exelon Generation ComEd PECO BGE Pepco Holdings or PHI Pepco DPL ACE Registrants Utility Registrants Legacy PHI ACE Funding or ATF Antelope Valley BondCo BSC CENG Constellation EEDC EGR IV EGRP Exelon Corporate Exelon Transmission Company FitzPatrick Ginna NER PCI PEC L.P. PECO Trust III PECO Trust IV Pepco Energy Services or PES PHI Corporate PHISCO RPG SolGen TMI UII GLOSSARY OF TERMS AND ABBREVIATIONS Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC (formerly Pepco Holdings, Inc.) Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, collectively ComEd, PECO, BGE, Pepco, DPL, and ACE, collectively PHI, Pepco, DPL, ACE, PES, and PCI, collectively Atlantic City Electric Transition Funding LLC Antelope Valley Solar Ranch One RSB BondCo LLC Exelon Business Services Company, LLC Constellation Energy Nuclear Group, LLC Constellation Energy Group, Inc. Exelon Energy Delivery Company, LLC ExGen Renewables IV, LLC ExGen Renewables Partners, LLC Exelon in its corporate capacity as a holding company Exelon Transmission Company, LLC James A. FitzPatrick nuclear generating station R. E. Ginna nuclear generating station NewEnergy Receivables LLC Potomac Capital Investment Corporation and its subsidiaries PECO Energy Capital, L.P. PECO Energy Capital Trust III PECO Energy Capital Trust IV Pepco Energy Services, Inc. and its subsidiaries PHI in its corporate capacity as a holding company PHI Service Company Renewable Power Generation SolGen, LLC Three Mile Island nuclear facility Unicom Investments, Inc. 1 Table of Contents Other Terms and Abbreviations ABO AEC AESO AFUDC AMI AOCI ARC ARO ARP ASA BGS Brookfield Renewable CAISO CBAs CERCLA CES Clean Air Act Clean Water Act CODM Conectiv DC PLUG DCPSC DOE DOEE DOJ DPP DPSC DSP EDF EIMA EPA ERCOT ERISA EROA ERP FASB FEJA FERC FRCC FRR GAAP GCR GHG GSA GLOSSARY OF TERMS AND ABBREVIATIONS Accumulated Benefit Obligation Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source Alberta Electric Systems Operator Allowance for Funds Used During Construction Advanced Metering Infrastructure Accumulated Other Comprehensive Income (Loss) Asset Retirement Cost Asset Retirement Obligation Alternative Revenue Program Asset Sale Agreement Basic Generation Service Brookfield Renewable Partners, L.P. California ISO Collective Bargaining Agreements Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended Clean Energy Standard Clean Air Act of 1963, as amended Federal Water Pollution Control Amendments of 1972, as amended Chief Operating Decision Maker Conectiv, LLC, a wholly owned subsidiary of PHI and the parent of DPL and ACE during the Predecessor periods District of Columbia Power Line Undergrounding Initiative District of Columbia Public Service Commission United States Department of Energy Department of Energy & Environment United States Department of Justice Deferred Purchase Price Delaware Public Service Commission Default Service Provider Electricite de France SA and its subsidiaries Energy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036) United States Environmental Protection Agency Electric Reliability Council of Texas Employee Retirement Income Security Act of 1974, as amended Expected Rate of Return on Assets Enterprise Resource Program Financial Accounting Standards Board Illinois Public Act 99-0906 or Future Energy Jobs Act Federal Energy Regulatory Commission Florida Reliability Coordinating Council Fixed Resource Requirement Generally Accepted Accounting Principles in the United States Gas Cost Rate Greenhouse Gas Generation Supply Adjustment 2 Table of Contents Other Terms and Abbreviations GWh ICC ICE IIP Illinois Settlement Legislation IPA IRC IRS ISO ISO-NE NYISO kV kWh LIBOR LLRW LNG LTIP MATS MDE MDPSC MGP MISO mmcf MOPR MRV MW MWh N/A NAV NDT NEIL NERC NJBPU NJDEP Non-Regulatory Agreement Units NOSA NPDES NPNS NRC NWPA NYMEX NYPSC OCI OIESO OPEB GLOSSARY OF TERMS AND ABBREVIATIONS Gigawatt hour Illinois Commerce Commission Intercontinental Exchange Infrastructure Investment Program Legislation enacted in 2007 affecting electric utilities in Illinois Illinois Power Agency Internal Revenue Code Internal Revenue Service Independent System Operator ISO New England Inc. New York ISO Kilovolt Kilowatt-hour London Interbank Offered Rate Low-Level Radioactive Waste Liquefied Natural Gas Long-Term Incentive Plan U.S. EPA Mercury and Air Toxics Standards Maryland Department of the Environment Maryland Public Service Commission Manufactured Gas Plant Midcontinent Independent System Operator, Inc. Million Cubic Feet Minimum Offer Price Rule Market-Related Value Megawatt Megawatt hour Not applicable Net Asset Value Nuclear Decommissioning Trust Nuclear Electric Insurance Limited North American Electric Reliability Corporation New Jersey Board of Public Utilities New Jersey Department of Environmental Protection Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting Nuclear Operating Services Agreement National Pollutant Discharge Elimination System Normal Purchase Normal Sale scope exception Nuclear Regulatory Commission Nuclear Waste Policy Act of 1982 New York Mercantile Exchange New York Public Service Commission Other Comprehensive Income Ontario Independent Electricity System Operator Other Postretirement Employee Benefits 3 Table of Contents Other Terms and Abbreviations PA DEP PAPUC PCB PGC PG&E PJM POLR PPA PP&E Price-Anderson Act PRP PSEG PV RCRA REC Regulatory Agreement Units RES RFP Rider RGGI RMC RNF ROE ROU RPS RTEP RTO S&P SEC SERC SGIG SNF SOA SOS SPP SSA TCJA Transition Bond Charge GLOSSARY OF TERMS AND ABBREVIATIONS Pennsylvania Department of Environmental Protection Pennsylvania Public Utility Commission Polychlorinated Biphenyl Purchased Gas Cost Clause Pacific Gas and Electric Company PJM Interconnection, LLC Provider of Last Resort Power Purchase Agreement Property, Plant, and Equipment Price-Anderson Nuclear Industries Indemnity Act of 1957 Potentially Responsible Parties Public Service Enterprise Group Incorporated Photovoltaic Resource Conservation and Recovery Act of 1976, as amended Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting Retail Electric Suppliers Request for Proposal Reconcilable Surcharge Recovery Mechanism Regional Greenhouse Gas Initiative Risk Management Committee Revenue Net of Purchased Power and Fuel Expense Return on equity Right-of-use Renewable Energy Portfolio Standards Regional Transmission Expansion Plan Regional Transmission Organization Standard & Poor’s Ratings Services United States Securities and Exchange Commission SERC Reliability Corporation (formerly Southeast Electric Reliability Council) Smart Grid Investment Grant from DOE Spent Nuclear Fuel Society of Actuaries Standard Offer Service Southwest Power Pool Social Security Administration Tax Cuts and Jobs Act Revenue ACE receives, and pays to ACE Funding, to fund the principal and interest payments on Transition Bonds and related taxes, expenses, and fees Transition Bonds U.S. Court of Appeals for the D.C. Circuit VIE WECC Transition Bonds issued by ACE Funding United States Court of Appeals for the District of Columbia Circuit Variable Interest Entity Western Electric Coordinating Council 4 Table of Contents Other Terms and Abbreviations ZEC ZES Zero Emission Credit Zero Emission Standard GLOSSARY OF TERMS AND ABBREVIATIONS 5 Table of Contents FILING FORMAT This combined Annual Report on Form 10-K is being filed separately by Exelon Corporation, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant is filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties including, among others, those related to the timing, manner, tax-free nature and expected benefits associated with the potential separation of Exelon’s competitive power generation and customer-facing energy business from its six regulated electric and gas utilities. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements. The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, including those factors discussed with respect to the Registrants discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies, and (d) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that the Registrants file electronically with the SEC. These documents are also available to the public from commercial document retrieval services and the Registrants’ website at www.exeloncorp.com. Information contained on the Registrants’ website shall not be deemed incorporated into, or to be a part of, this Report. WHERE TO FIND MORE INFORMATION 6 Table of Contents ITEM 1. General PART I Corporate Structure and Business and Other Information Exelon is a utility services holding company engaged in the generation, delivery, and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE. Name of Registrant Exelon Generation Company, LLC Business Generation, physical delivery, and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity to both wholesale and retail customers. Generation also sells natural gas, renewable energy, and other energy-related products and services. Commonwealth Edison Company PECO Energy Company Purchase and regulated retail sale of electricity Transmission and distribution of electricity to retail customers Purchase and regulated retail sale of electricity and natural gas Baltimore Gas and Electric Company Purchase and regulated retail sale of electricity and natural gas Transmission and distribution of electricity and distribution of natural gas to retail customers Service Territories Five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions Northern Illinois, including the City of Chicago Southeastern Pennsylvania, including the City of Philadelphia (electricity) Pennsylvania counties surrounding the City of Philadelphia (natural gas) Central Maryland, including the City of Baltimore (electricity and natural gas) Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Transmission and distribution of electricity and distribution of natural gas to retail customers Utility services holding company engaged, through its reportable segments Pepco, DPL, and ACE Service Territories of Pepco, DPL, and ACE Purchase and regulated retail sale of electricity District of Columbia and Major portions of Montgomery and Prince George’s Counties, Maryland Transmission and distribution of electricity to retail customers Purchase and regulated retail sale of electricity and natural gas Transmission and distribution of electricity and distribution of natural gas to retail customers Purchase and regulated retail sale of electricity Transmission and distribution of electricity to retail customers Portions of Delaware and Maryland (electricity) Portions of New Castle County, Delaware (natural gas) Portions of Southern New Jersey On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation, creating two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separation gives each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy. See Note 26 — Subsequent Events of the Combined Notes to Consolidated Financial Statements for additional information. Business Services Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, financial, information technology, and supply management services. PHI also has a business services subsidiary, PHISCO, which provides a variety of support services at cost, including legal, accounting, engineering, customer operations, distribution and transmission planning, asset management, system operations, and power procurement, to PHI operating companies. The costs of BSC and PHISCO are directly charged or allocated to the applicable subsidiaries. The results of Exelon’s corporate operations are presented as “Other” within the consolidated financial statements and include intercompany eliminations unless otherwise disclosed. 7 Table of Contents Generation Generation, one of the largest competitive electric generation companies in the United States as measured by owned and contracted MW, physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation. Constellation sells electricity and natural gas, including renewable energy, in competitive energy markets to both wholesale and retail customers. Generation leverages its energy generation portfolio to ensure delivery of energy to both wholesale and retail customers under long-term and short-term contracts, and in wholesale power markets. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Generation's fleet also provides geographic and supply source diversity. Generation’s customers include distribution utilities, municipalities, cooperatives, financial institutions, and commercial, industrial, governmental, and residential customers in competitive markets. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation is a public utility under the Federal Power Act and is subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grant or deny 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 includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, third-party financings; review of mergers; dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; affiliate transactions; intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities. RTOs and ISOs exist in a number of regions to provide transmission service across multiple transmission systems. FERC has approved PJM, MISO, ISO- NE, and SPP as RTOs and CAISO and NYISO as ISOs. These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, the scheduling of physical power sales brokered through ICE and NYMEX, and the elimination or reduction of redundant transmission charges imposed by multiple transmission providers when wholesale customers take transmission service across several transmission systems. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs in markets regulated by FERC. Specific operations of Generation are also subject to the jurisdiction of various other Federal, state, regional, and local agencies, including the NRC, and Federal and state environmental protection agencies. Additionally, Generation is subject to NERC mandatory reliability standards, which protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches. 8 Table of Contents Generating Resources At December 31, 2020, the generating resources of Generation consisted of the following: Type of Capacity Owned generation assets (a)(b) Nuclear Fossil (primarily natural gas and oil) Renewable (c) Owned generation assets Contracted generation (d) Total generating resources MW 18,880 9,340 3,051 31,271 3,966 35,237 __________ (a) See “Fuel” for sources of fuels used in electric generation. (b) Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES—Generation for additional information. (c) (d) Electric supply procured under site specific agreements. Includes wind, hydroelectric, solar, and biomass generation. Generation has five reportable segments, as described in the table below, representing the different geographical areas in which Generation’s owned generating resources are located and Generation's customer-facing activities are conducted. Segment Mid-Atlantic Midwest New York ERCOT Other Power Regions Total Net Generation Capacity (MW) (a) % of Net Generation Capacity Geographical Area 9,729 11,911 1,971 3,623 4,037 31,271 Eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia, and parts of Pennsylvania and North Carolina Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region 31 % 38 % 6 % NYISO 12 % Electric Reliability Council of Texas 13 % New England, South, West, and Canada 100 % __________ (a) Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES—Generation for additional information. Nuclear Facilities Generation has ownership interests in thirteen nuclear generating stations currently in service, consisting of 23 units with an aggregate of 18,880 MW of capacity. These stations include FitzPatrick located in Scriba, New York, which was acquired on March 31, 2017 and exclude TMI located in Middletown, Pennsylvania, which permanently ceased generation operations on September 20, 2019 and Oyster Creek located in Forked River, New Jersey, which permanently ceased generation operations on September 17, 2018 and was subsequently sold to Holtec International (Holtec) on July 1, 2019. Generation wholly owns all of its nuclear generating stations, except for undivided ownership interests in three jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), and Salem (42.59% ownership), which are consolidated in Exelon’s and Generation's financial statements relative to its proportionate ownership interest in each unit, and a 50.01% membership interest in CENG, a joint venture with EDF, which wholly owns the Calvert Cliffs and Ginna nuclear stations and Nine Mile Point Unit 1, in addition to an 82% undivided ownership interest in Nine Mile Point Unit 2. CENG is 100% consolidated in Exelon's and Generation's financial statements. 9 Table of Contents Generation and EDF entered into a Put Option Agreement on April 1, 2014, pursuant to which EDF has an option to sell its 49.99% equity interest in CENG to Generation. The put option became exercisable on January 1, 2016 and may be exercised any time until June 30, 2022. On November 20, 2019, Generation received notice of EDF’s intention to exercise the put option and sell its ownership share in CENG to Generation and the put automatically exercised on January 19, 2020 at the end of the sixty-day advance notice period. At this time, Generation cannot reasonably predict the ultimate purchase price that will be paid to EDF for its interest in CENG. The transaction will require approval by the NYPSC and the FERC. The FERC approval was obtained on July 30, 2020. From the date the put was exercised, the process and regulatory approvals could take one to two years to complete. See ITEM 2. PROPERTIES for additional information on Generation's nuclear facilities, Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the disposition of Oyster Creek, and Note 23 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding the CENG consolidation. Generation’s nuclear generating stations are all operated by Generation, with the exception of the two units at Salem, which are operated by PSEG Nuclear, LLC (PSEG Nuclear), an indirect, wholly owned subsidiary of PSEG. In 2020, 2019, and 2018 electric supply (in GWh) generated from the nuclear generating facilities was 62%, 64%, and 68%, respectively, of Generation’s total electric supply, which also includes fossil, hydroelectric, and renewable generation and electric supply purchased for resale. Generation’s wholesale and retail power marketing activities are, in part, supplied by the output from the nuclear generating stations. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information of Generation’s electric supply sources. Nuclear Operations Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a significant impact on Generation’s results of operations. Generation’s operations from its nuclear plants have historically had minimal environmental impact and the plants have a safe operating history. Generation manages its scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable generation base for Generation’s wholesale and retail power marketing activities. During scheduled refueling outages, Generation performs maintenance and equipment upgrades in order to minimize the occurrence of unplanned outages and to maintain safe, reliable operations. During 2020, 2019, and 2018, the nuclear generating facilities operated by Generation, achieved capacity factors of 95.4%, 95.7%, and 94.6%, respectively, at ownership percentage. In addition to the maintenance and equipment upgrades performed by Generation during scheduled refueling outages, Generation has extensive operating and security procedures in place to ensure the safe operation of the nuclear units. Generation also has extensive safety systems in place to protect the plant, personnel, and surrounding area in the unlikely event of an accident or other incident. Regulation of Nuclear Power Generation Generation is subject to the jurisdiction of the NRC with respect to the operation of its nuclear generating stations, including the licensing for operation of each unit. The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security, and environmental and radiological aspects of those stations. As part of its reactor oversight process, the NRC continuously assesses unit performance indicators and inspection results and communicates its assessment on a semi-annual basis. All nuclear generating stations operated by Generation are categorized by the NRC in the Licensee Response Column, which is the highest of five performance bands. The NRC may modify, suspend, or revoke operating licenses and impose civil penalties for failure to comply with the Atomic Energy Act or the terms of the operating licenses. Changes in regulations by the NRC may require a substantial increase in capital expenditures and/or operating costs for nuclear generating facilities. Licenses Generation has original 40-year operating licenses from the NRC for each of its nuclear units and has received 20-year operating license renewals from the NRC for all its nuclear units except Clinton. PSEG has received 20-year operating license renewals for Salem Units 1 and 2. Peach Bottom has received a second 20-year license 10 Table of Contents renewal from the NRC for Units 2 and 3. On August 27, 2020, Generation announced that it intends to permanently cease generation operations at Byron in September 2021 and at Dresden in November 2021. See Note 7 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information. The following table summarizes the current license expiration dates for Generation’s operating nuclear facilities in service: Station Braidwood Byron Calvert Cliffs (b) Clinton Dresden FitzPatrick LaSalle Limerick Nine Mile Point Peach Bottom Quad Cities Ginna Salem Unit In-Service Date (a) Current License Expiration 1 2 1 2 1 2 1 2 3 1 1 2 1 2 1 2 2 3 1 2 1 1 2 1988 1988 1985 1987 1975 1977 1987 1970 1971 1974 1984 1984 1986 1990 1969 1988 1974 1974 1973 1973 1970 1977 1981 2046 2047 2044 2046 2034 2036 2027 2029 2031 2034 2042 2043 2044 2049 2029 2046 2053 2054 2032 2032 2029 2036 2040 __________ (a) Denotes year in which nuclear unit began commercial operations. (b) Although timing has been delayed, Generation currently plans to seek license renewal for Clinton and has notified the NRC that any license renewal application would not be filed until the first quarter of 2024. In 2019, the NRC approved a change of the operating license expiration for Clinton from 2026 to 2027. The operating license renewal process takes approximately four to five years from the commencement of the renewal process, which includes approximately two years for Generation to develop the application and approximately two years for the NRC to review the application. Depreciation provisions are based on the estimated useful lives of the stations, which reflect the first renewal of the operating licenses for all of Generation’s operating nuclear generating stations except for Clinton, Peach Bottom, Byron, and Dresden. Clinton depreciation provisions are based on an estimated useful life of 2027 which is the last year of the Illinois ZES. Peach Bottom depreciation provisions are based on estimated useful life of 2053 and 2054 for Unit 2 and Unit 3, respectively, which reflects the second renewal of its operating licenses. Byron and Dresden depreciation provisions are based on the announced shutdown dates of September 2021 and November 2021, respectively. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the Illinois ZES and Note 7 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information on early retirements. 11 Table of Contents Nuclear Waste Storage and Disposal There are no facilities for the reprocessing or permanent disposal of SNF currently in operation in the United States, nor has the NRC licensed any such facilities. Generation currently stores all SNF generated by its nuclear generating facilities on-site in storage pools or in dry cask storage facilities. Since Generation’s SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, Generation has developed dry cask storage facilities to support operations. As of December 31, 2020, Generation had approximately 87,100 SNF assemblies (21,600 tons) stored on site in SNF pools or dry cask storage which includes SNF assemblies at Zion Station, for which Generation retains ownership even though the responsibility for decommissioning Zion Station has been assumed by another party, and TMI, which is no longer operational. See the Decommissioning section below for additional information regarding Zion Station. All currently operating Generation-owned nuclear sites have on-site dry cask storage. TMI's on-site dry cask storage is projected to be in operation in 2021. On-site dry cask storage in concert with on-site storage pools will be capable of meeting all current and future SNF storage requirements at Generation’s sites through the end of the license renewal periods and through decommissioning. For a discussion of matters associated with Generation’s contracts with the DOE for the disposal of SNF, see Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. As a by-product of their operations, nuclear generating units produce LLRW. LLRW is accumulated at each generating station and permanently disposed of at licensed disposal facilities. The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region. Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site and none is anticipated to be operational for the next ten years. Generation ships its Class A LLRW, which represents 93% of LLRW generated at its stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the life of all stations in Generation's nuclear fleet. The disposal facility in South Carolina at present is only receiving LLRW from LLRW generators in South Carolina, New Jersey (which includes Salem), and Connecticut. Generation utilizes on-site storage capacity at all its stations to store and stage for shipping Class B and Class C LLRW. Generation has a contract through 2032 to ship Class B and Class C LLRW to a disposal facility in Texas. The agreement provides for disposal of all current Class B and Class C LLRW currently stored at each station as well as the Class B and Class C LLRW generated during the term of the agreement. However, because the production of LLRW from Generation’s nuclear fleet will exceed the capacity at the Texas site (3.9 million curies for 15 years beginning in 2012), Generation will still be required to utilize on-site storage at its stations for Class B and Class C LLRW. Generation currently has enough storage capacity to store all Class B and Class C LLRW for the life of all stations in Generation’s nuclear fleet. Generation continues to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize on-site storage and cost impacts. Nuclear Insurance Generation is subject to liability, property damage, and other risks associated with major incidents at all of its nuclear stations. Generation has reduced its financial exposure to these risks through insurance and other industry risk-sharing provisions. See “Nuclear Insurance” within Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. For information regarding property insurance, see ITEM 2. PROPERTIES — Generation. Generation is self-insured to the extent that any losses may exceed the amount of insurance maintained or are within the policy deductible for its insured losses. Such losses could have a material adverse effect on Exelon’s and Generation’s future financial statements. Decommissioning NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts at the end of the life of the facility to decommission the facility. The ultimate decommissioning obligation will be funded by the NDT funds. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 12 Table of Contents OPERATIONS — Exelon Corporation, Liquidity and Capital Resources; ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates, Nuclear Decommissioning, Asset Retirement Obligations, and Nuclear Decommissioning Trust Fund Investments; and Note 3 — Regulatory Matters, Note 2 — Mergers, Acquisitions, and Dispositions, Note 18 — Fair Value of Financial Assets and Liabilities, and Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding Generation’s NDT funds and its decommissioning obligations. Oyster Creek Decommissioning. On July 1, 2019, Generation completed the sale with Holtec and its indirect wholly owned subsidiary, Oyster Creek Environmental Protection, LLC (OCEP), of Oyster Creek under which Holtec has assumed the responsibility for decommissioning. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information. Zion Station Decommissioning. On September 1, 2010, Generation completed an ASA with EnergySolutions, Inc. and its wholly owned subsidiaries, EnergySolutions, LLC and ZionSolutions under which ZionSolutions has assumed responsibility for decommissioning Zion Station. See Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information. Fossil and Renewable Facilities (including Hydroelectric) Generation wholly owns all of its fossil and renewable generating stations, with the exception of: (1) Wyman; (2) certain wind project entities and a biomass project entity with minority interest owners; and (3) EGRP which is owned 49% by another owner. See Note 23 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding EGRP which is a VIE. Generation’s fossil and renewable generating stations are all operated by Generation, with the exception of Wyman, which is operated by a third party. In 2020, 2019, and 2018, electric supply (in GWh) generated from owned fossil and renewable generating facilities was 9%, 11%, and 11%, respectively, of Generation’s total electric supply. The majority of this output was dispatched to support Generation’s wholesale and retail power marketing activities. On December 8, 2020, Generation entered into an agreement to sell a significant portion of Generation's solar business. See ITEM 2. PROPERTIES for additional information regarding Generation's electric generating facilities and Note 2 - Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the sale of Generation's solar business. Licenses Fossil and renewable generation plants are generally not licensed, and, therefore, the decision on when to retire plants is, fundamentally, a commercial one. FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways or Federal lands, or connected to the interstate electric grid, which include Generation's Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run). Muddy Run's license expires on December 1, 2055. On August 29, 2012, Generation submitted a hydroelectric license application to the FERC for a new license for Conowingo. Based on the FERC procedural schedule, the FERC licensing process for Conowingo was not completed prior to the expiration of the plant’s license on September 1, 2014. As a result, on September 10, 2014, FERC issued an annual license for Conowingo, effective as of the expiration of the previous license. The annual license renews automatically absent any further FERC action. The stations are currently being depreciated over their estimated useful lives, which include actual and anticipated license renewal periods. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on Conowingo. Insurance Generation maintains business interruption insurance for its renewable projects, but not for its fossil and hydroelectric operations unless required by contract or financing agreements. See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on financing agreements. Generation maintains both property damage and liability insurance. For property damage and liability claims for these operations, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Such losses could have a material adverse effect on Exelon’s and Generation’s future financial conditions and their results of operations and cash flows. For information regarding property insurance, see ITEM 2. PROPERTIES — Generation. 13 Table of Contents Contracted Generation In addition to energy produced by owned generation assets, Generation sources electricity from plants it does not own under long-term contracts. The following tables summarize Generation’s long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by region, in effect as of December 31, 2020: Region Mid-Atlantic Midwest ERCOT Other Power Regions Total Capacity Expiring (MW) Fuel Number of Agreements Expiration Dates 2021 - 2032 2021 - 2032 2021 - 2035 2021 - 2032 8 3 5 17 33 Capacity (MW) 183 351 864 2,568 3,966 2021 2022 2023 2024 2025 Thereafter Total 884 304 103 101 461 2,113 3,966 The following table shows sources of electric supply in GWh for 2020 and 2019: (a) Nuclear Purchases — non-trading portfolio Fossil (primarily natural gas and oil) Renewable Total supply (b) Source of Electric Supply 2020 2019 175,085 79,972 19,501 7,052 281,610 181,326 70,939 21,554 7,777 281,596 __________ (a) Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g., CENG). Nuclear generation for 2020 and 2019 includes physical volumes of 35,052 GWh and 35,745 GWh, respectively, for CENG. Includes wind, hydroelectric, solar, and biomass generating assets. (b) The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, the conversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride, and the fabrication of fuel assemblies. Generation has inventory in various forms and does not anticipate difficulty in obtaining the necessary uranium concentrates or conversion, enrichment, or fabrication services to meet the nuclear fuel requirements of its nuclear units. Natural gas is procured through long-term and short-term contracts, as well as spot-market purchases. Fuel oil inventories are managed so that in the winter months sufficient volumes of fuel are available in the event of extreme weather conditions and during the remaining months to take advantage of favorable market pricing. Generation uses financial instruments to mitigate price risk associated with certain commodity price exposures, using both over-the-counter and exchange- traded instruments. See ITEM 1A. RISK FACTORS, ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates and Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding derivative financial instruments. 14 Table of Contents Power Marketing Generation’s integrated business operations include physical delivery and marketing of power. Generation largely obtains physical power supply from its owned and contracted generation in multiple geographic regions. The commodity risks associated with the output from owned and contracted generation is managed using various commodity transactions including sales to customers. The main objective is to obtain low-cost energy supply to meet physical delivery obligations to both wholesale and retail customers. Generation sells electricity, natural gas, and other energy related products and solutions to various customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residential customers in competitive markets. Where necessary, Generation may also purchase transmission service to ensure that it has reliable transmission capacity to physically move its power supplies to meet customer delivery needs. Price and Supply Risk Management Generation also manages the price and supply risks for energy and fuel associated with generation assets and the risks of power marketing activities. Generation implements a three-year ratable sales plan to align its hedging strategy with its financial objectives. Generation may also enter into transactions that are outside of this ratable sales plan. Generation is exposed to commodity price risk in 2021 and beyond for portions of its electricity portfolio that are unhedged. As of December 31, 2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for 2021. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generation based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts, including sales to the Utility Registrants to serve their retail load. A portion of Generation’s hedging strategy may be implemented through the use of fuel products based on assumed correlations between power and fuel prices. The risk management group and Exelon’s RMC monitor the financial risks of the wholesale and retail power marketing activities. Generation also uses financial and commodity contracts for proprietary trading purposes, but this activity accounts for only a small portion of Generation’s efforts. The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information. Capital Expenditures Generation’s business is capital intensive and requires significant investments primarily in nuclear fuel and energy generation assets. Generation’s estimated capital expenditures for 2021 include Generation's share of the investment in the co-owned Salem plant and the total capital expenditures for CENG. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources, for additional information regarding projected 2021 capital expenditures. Utility Registrants Merger with Pepco Holdings, Inc. On March 23, 2016, Exelon completed the merger among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub), and PHI. As a result of that merger, Merger Sub was merged into PHI (the PHI merger) with PHI surviving as a wholly owned subsidiary of Exelon and EEDC, a wholly owned subsidiary of Exelon which also owns Exelon's interests in ComEd, PECO, and BGE (through a special purpose subsidiary in the case of BGE). Following the completion of the PHI merger, Exelon, and PHI completed a series of internal corporate organization restructuring transactions resulting in the transfer of PHI’s unregulated business interests to Exelon and Generation and the transfer of PHI, Pepco, DPL, and ACE to a special purpose subsidiary of EEDC. 15 Table of Contents Utility Operations Service Territories and Franchise Agreements The following table presents the size of service territories, populations of each service territory and the number of customers within each service territory for the Utility Registrants as of December 31, 2020: ComEd PECO BGE Pepco DPL ACE Service Territories (in square miles) Electric Natural Gas Total Service Territory Population (in millions) Electric Natural Gas Total 11,400 N/A 11,400 9.6 N/A 9.6 2,100 1,960 2,100 4.0 2.5 4.0 2,300 3,050 3,250 3.0 2.9 3.1 Main City Main City Population Chicago 2.7 Philadelphia 1.6 Baltimore 0.6 Number of Customers (in millions) Electric Natural Gas Total 4.1 N/A 4.1 1.7 0.5 1.7 1.3 0.7 1.3 640 N/A 640 2.4 N/A 2.4 District of Columbia 0.7 0.9 N/A 0.9 5,400 270 5,400 1.5 0.6 1.5 2,800 N/A 2,800 1.1 N/A 1.1 Wilmington 0.1 Atlantic City 0.1 0.5 0.1 0.5 0.6 N/A 0.6 The Utility Registrants have the necessary authorizations to perform their current business of providing regulated electric and natural gas distribution services in the various municipalities and territories in which they now supply such services. These authorizations include charters, franchises, permits, and certificates of public convenience issued by local and state governments and state utility commissions. ComEd's, BGE's (gas), Pepco DC's, and ACE's rights are generally non-exclusive while PECO's, BGE's (electric), Pepco MD's, and DPL's rights are generally exclusive. Certain authorizations are perpetual while others have varying expiration dates. The Utility Registrants anticipate working with the appropriate governmental bodies to extend or replace the authorizations prior to their expirations. Utility Regulations State utility commissions regulate the Utility Registrants' electric and gas distribution rates and service, issuances of certain securities, and certain other aspects of the business. The following table outlines the state commissions responsible for utility oversight. Registrant ComEd PECO BGE Pepco DPL ACE Commission ICC PAPUC MDPSC DCPSC/MDPSC DPSC/MDPSC NJBPU The Utility Registrants are public utilities under the Federal Power Act subject to regulation by FERC related to transmission rates and certain other aspects of the utilities' business. The U.S. Department of Transportation also regulates pipeline safety and other areas of gas operations for PECO, BGE, and DPL. Additionally, the Utility Registrants are subject to NERC mandatory reliability standards, which protect the nation's bulk power system against potential disruptions from cyber and physical security breaches. 16 Table of Contents Seasonality Impacts on Delivery Volumes The Utility Registrants' electric distribution volumes are generally higher during the summer and winter months when temperature extremes create demand for either summer cooling or winter heating. For PECO, BGE, and DPL, natural gas distribution volumes are generally higher during the winter months when cold temperatures create demand for winter heating. ComEd, BGE, Pepco, and DPL Maryland have electric distribution decoupling mechanisms and BGE has a natural gas decoupling mechanism that eliminate the favorable and unfavorable impacts of weather and customer usage patterns on electric distribution and natural gas delivery volumes. As a result, ComEd's, BGE's, Pepco's, and DPL's Maryland electric distribution revenues and BGE's natural gas distribution revenues are not materially impacted by delivery volumes. PECO's and DPL's Delaware electric distribution revenues and natural gas distribution revenues and ACE's electric distribution revenues are impacted by delivery volumes. Electric and Natural Gas Distribution Services The Utility Registrants are allowed to recover reasonable costs and fair and prudent capital expenditures associated with electric and natural gas distribution services and earn a return on those capital expenditures, subject to commission approval. ComEd recovers costs through a performance-based rate formula. ComEd is required to file an update to the performance-based rate formula on an annual basis. PECO's, BGE's, and DPL's electric and gas distribution costs and Pepco's and ACE's electric distribution costs have generally been recovered through traditional rate case proceedings. However, the MDPSC and the DCPSC allow utilities to file multi-year rate plans. In certain instances, the Utility Registrants use specific recovery mechanisms as approved by their respective regulatory agencies. ComEd, Pepco, and ACE customers have the choice to purchase electricity, and PECO, BGE, and DPL customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers. The Utility Registrants remain the distribution service providers for all customers and are obligated to deliver electricity and natural gas to customers in their respective service territories while charging a regulated rate for distribution service. In addition, the Utility Registrants also retain significant default service obligations to provide electricity to certain groups of customers in their respective service areas who do not choose a competitive electric generation supplier. PECO and BGE also retain significant default service obligations to provide natural gas to certain groups of customers in their respective service areas who do not choose a competitive natural gas supplier. For natural gas, DPL does not retain default service obligations for its residential customers. For customers that choose to purchase electric generation or natural gas from competitive suppliers, the Utility Registrants act as the billing agent and therefore do not record Operating revenues or Purchased power and fuel expense related to the electricity and/or natural gas. For customers that choose to purchase electric generation or natural gas from a Utility Registrant, the Utility Registrants are permitted to recover the electricity and natural gas procurement costs without mark-up and therefore record equal and offsetting amounts of Operating revenues and Purchased power and fuel expense related to the electricity and/or natural gas. As a result, fluctuations in electricity or natural gas sales and procurement costs have no impact on the Utility Registrants’ Net Income. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Results of Operations and Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding electric and natural gas distribution services. Procurement of Electricity and Natural Gas The Utility Registrants' electric supply for its customers is primarily procured through contracts as required by their respective state commissions. The Utility Registrants procure electricity supply from various approved bidders, including Generation. RTO spot market purchases and sales are utilized to balance the utility electric load and supply as required. Charges incurred for electric supply procured through contracts with Generation are included in Purchased power from affiliates on the Utility Registrants' Statements of Operations and Comprehensive Income. 17 Table of Contents PECO's, BGE’s, and DPL's natural gas supplies are purchased from a number of suppliers for terms of up to three years. PECO, BGE, and DPL have annual firm supply and transportation contracts of 132,000 mmcf, 264,000 mmcf and 61,000 mmcf, respectively. In addition, to supplement gas supply at times of heavy winter demands and in the event of temporary emergencies, PECO, BGE, and DPL have available storage capacity from the following sources: PECO BGE DPL LNG Facility Propane-Air Plant Underground Storage Service Agreements (a) Peak Natural Gas Sources (in mmcf) 1,200 1,056 250 150 550 N/A 19,400 22,000 3,900 ___________ (a) Natural gas from underground storage represents approximately 28%, 20%, and 33% of PECO's, BGE’s, and DPL's 2020-2021 heating season planned supplies, respectively. PECO, BGE, and DPL have long-term interstate pipeline contracts and also participate in the interstate markets by releasing pipeline capacity or bundling pipeline capacity with gas for off-system sales. Off-system gas sales are low-margin direct sales of gas to wholesale suppliers of natural gas. Earnings from these activities are shared between the utilities and customers. PECO, BGE, and DPL make these sales as part of a program to balance its supply and cost of natural gas. The off-system gas sales are not material to PECO, BGE, and DPL. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Commodity Price Risk (All Registrants), for additional information regarding Utility Registrants' contracts to procure electric supply and natural gas. Energy Efficiency Programs The Utility Registrants are generally allowed to recover costs associated with the energy efficiency and demand response programs they offer. Each commission approved program seeks to meet mandated electric consumption reduction targets and implement demand response measures to reduce peak demand. The programs are designed to meet standards required by each respective regulatory agency. ComEd is allowed to earn a return on its energy efficiency costs. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Capital Investment The Utility Registrants' businesses are capital intensive and require significant investments, primarily in electric transmission and distribution and natural gas transportation and distribution facilities, to ensure the adequate capacity, reliability, and efficiency of their systems. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources, for additional information regarding projected 2021 capital expenditures. Transmission Services Under FERC’s open access transmission policy, the Utility Registrants, as owners of transmission facilities, are required to provide open access to their transmission facilities under filed tariffs at cost-based rates approved by FERC. The Utility Registrants and their affiliates are required to comply with FERC’s Standards of Conduct regulation governing the communication of non-public transmission information between the transmission owner’s employees and wholesale merchant employees. PJM is the regional grid operator and operates pursuant to FERC-approved tariffs. PJM is the transmission provider under, and the administrator of, the PJM Open Access Transmission Tariff (PJM Tariff). PJM operates the PJM energy, capacity, and other markets, and, through central dispatch, controls the day-to- day operations of the bulk power system for the region. The Utility Registrants are members of PJM and provide regional transmission service pursuant to the PJM Tariff. The Utility Registrants and the other transmission owners in PJM have turned over control of certain of their transmission facilities to PJM, and their transmission systems are under the dispatch control of PJM. Under the PJM Tariff, transmission service is provided on a region-wide, open- 18 Table of Contents access basis using the transmission facilities of the PJM transmission owners at rates based on the costs of transmission service. The Utility Registrants' transmission rates are established based on a formula that was initially approved by FERC as shown below: Approval Date ComEd PECO BGE Pepco DPL ACE Employees January 2008 December 2019 April 2006 April 2006 April 2006 April 2006 The Registrants strive to create a workplace that is diverse, innovative, and safe for their employees. In order to provide the services and products that their customers expect, the Registrants must create the best teams. These teams must reflect the diversity of the communities that the Registrants serve. Therefore, the Registrants strive to attract highly qualified and diverse talent and routinely review their hiring and promotion practices to ensure they maintain equitable and bias free processes to neutralize any unconscious bias. The Registrants provide growth opportunities, competitive compensation and benefits, and a variety of training and development programs. The Registrants are committed to helping employees grow their skills and careers largely through numerous training opportunities in technical, safety and business acumen areas, mentorship programs, and continuous feedback and development discussions and evaluations. Employees are encouraged to thrive outside the workplace as well. The Registrants provide a full suite of wellness benefits targeted at supporting work-life balance, physical, mental and financial health, and industry-leading paid leave policies. The Registrants conduct an employee engagement survey every other year to help identify their successes and areas where they can grow. The survey results are reviewed with senior management and the Exelon Board of Directors. Diversity Metrics The following tables show diversity metrics for all employees and management as of December 31, 2020: Employees Female (a) (b) (b) People of Color Aged <30 Aged 30-50 Aged >50 Total Employees (c) Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 7,993 9,298 3,268 17,119 11,953 32,340 2,492 2,083 1,363 6,712 4,407 12,482 1,517 2,432 625 3,491 2,138 6,254 727 890 279 1,292 1,227 2,798 765 1,067 273 1,694 1,172 3,139 1,281 1,748 425 2,207 1,594 4,226 366 898 183 756 517 1,456 154 194 85 466 385 936 121 139 62 369 219 650 Management (d) Female (a) (b) (b) People of Color Aged <30 Aged 30-50 Aged >50 Within 10 years of retirement eligibility Total Employees in Management (c) Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 1,175 1,132 78 2,790 2,219 299 220 51 1,220 841 2,936 1,113 5,087 2,112 209 276 4 441 369 487 814 112 104 5 137 213 250 355 112 132 3 238 170 235 411 177 232 11 341 277 370 629 46 112 3 102 73 95 178 14 27 4 59 63 82 126 19 14 — 47 34 46 81 19 Table of Contents __________ (a) The Registrants are devoted to creating an environment that allows women to stay in the workforce, grow with the company, and move up the ranks, all with parity of pay. Exelon employs an independent third-party vendor to run regression analysis on all management positions each year. The analysis consistently shows that the Registrants have no systemic pay equity issues. (b) This is based on self-disclosed information. (c) Total employees represents the sum of the aged categories. (d) Management is defined as executive/senior level officials and managers as well as all employees who have direct reports and supervisory responsibilities. Turnover Rates As turnover is inherent, management succession planning is performed and tracked for all executives and critical key manager positions. Management frequently reviews succession planning to ensure the Registrants are prepared when positions become available. The table below shows the average turnover rate for all employees for the last three years of 2018 to 2020: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Retirement Age Voluntary Non-Voluntary 4.13 % 2.87 % 0.97 % 4.80 % 3.88 % 0.86 % 3.69 % 1.37 % 0.61 % 2.64 % 1.55 % 1.15 % 3.64 % 1.37 % 0.97 % 4.31 % 2.18 % 0.94 % 4.90 % 2.51 % 1.78 % 3.70 % 1.10 % 0.25 % 3.37 % 1.21 % 0.63 % Collective Bargaining Agreements Approximately 37% of Exelon’s employees participate in CBAs. The following table presents employee information, including information about CBAs, as of December 31, 2020: Total Employees Covered by CBAs Number of CBAs CBAs New and Renewed in 2020 (a) Total Employees Under CBAs New and Renewed in 2020 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 11,964 3,418 3,476 1,350 1,423 2,203 954 626 390 32 22 2 2 1 5 1 2 2 11 8 1 — — 2 — 2 — 1,715 1,001 71 — — 626 — 626 — __________ (a) Does not include CBAs that were extended in 2020 while negotiations are ongoing for renewal. Environmental Regulation General The Registrants are subject to comprehensive and complex environmental legislation and regulation at the federal, state, and local levels, including requirements relating to climate change, air and water quality, solid and hazardous waste, and impacts on species and habitats. The Exelon Board of Directors is responsible for overseeing the management of environmental matters. Exelon has a management team to address environmental compliance and strategy, including the CEO; the Senior Vice President, Corporate Strategy & Chief Innovation and Sustainability Officer; the Senior Vice President, Competitive Market Policy; and the Vice President, Corporate Environmental Strategy, as well as senior management of the Registrants. Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance review process. The Exelon Board of Directors has delegated to its Generation Oversight Committee and the Corporate 20 Table of Contents Governance Committee the authority to oversee Exelon’s compliance with health, environmental, and safety laws and regulations and its strategies and efforts to protect and improve the quality of the environment, including Exelon’s internal climate change and sustainability policies and programs, as discussed in further detail below. The respective Boards of the Utility Registrants oversee environmental, health, and safety issues related to these companies. Climate Change Mitigation Exelon supports comprehensive federal climate legislation, including a cap-and-trade program for GHG emissions that addresses the urgent need to substantially reduce national GHG emissions while providing appropriate protections for consumers, businesses, and the economy. In the absence of comprehensive federal legislation, Exelon supports EPA moving forward with meaningful regulation of GHG emissions under the Clean Air Act. The Registrants currently are subject to, and may become subject to additional, federal and/or state legislation and/or regulations addressing GHG emissions. Generation produces electricity predominantly from low- and zero-carbon generating facilities (such as nuclear, hydroelectric, natural gas, wind, and solar PV) and neither owns nor operates any coal-fueled generating assets. Generation’s natural gas and biomass fired generating plants produce GHG emissions, most notably CO2. However, Generation’s owned-asset emission intensity, or rate of carbon dioxide equivalent (CO e) emitted per unit of electricity generated, is among the lowest in the industry. 2 Other GHG emission sources associated with the Utility Registrants include natural gas (methane) leakage on the natural gas systems, sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, refrigerant leakage from chilling and cooling equipment, and fossil fuel combustion in motor vehicles. In addition, PECO, BGE, and DPL distribute natural gas and Generation sells natural gas at retail; and consumers’ use of such natural gas produces GHG emissions. International Climate Change Agreements. At the international level, the United States is a party to the United Nations Framework Convention on Climate Change (UNFCCC). The Parties to the UNFCCC adopted the Paris Agreement at the 21st session of the UNFCCC Conference of the Parties (COP 21) on December 12, 2015. Under the Agreement, which became effective on November 4, 2016, the parties committed to try to limit the global average temperature increase and to develop national GHG reduction commitments. On November 4, 2020, the United States formally withdrew from the Paris Agreement, retracting its commitment to reduce domestic GHG emissions by 26%-28% by 2025 compared with 2005 levels. However, on January 20, 2021, President Biden accepted the Paris Agreement, which resulted in the United States’ formal re-entry on February 19, 2021. The Biden administration has announced its intent to pursue ambitious GHG reductions in the United States and internationally. Federal Climate Change Legislation and Regulation. It is highly uncertain whether federal legislation to significantly reduce GHG emissions will be enacted in the near-term. If such legislation were adopted, it would likely increase the value of Exelon's low-carbon fleet even though Exelon may incur costs either to further limit or offset the GHG emissions from its operations or to procure emission allowances or credits. Continued inaction could negatively impact the value of Exelon’s low-carbon fleet. The Clean Power Plan and Affordable Clean Energy Rule. The EPA’s 2015 Clean Power Plan (CPP) established regulations addressing carbon dioxide emissions from existing fossil-fired power plants under Clean Air Act Section 111(d). The CPP’s carbon pollution limits could be met through changes to the electric generation system, including shifting generation from higher-emitting units to lower- or zero-emitting units, as well as the development of new or expanded zero-emissions generation. In July 2019, the EPA published its final Affordable Clean Energy rule, which repealed the CPP and replaced it with less stringent emissions guidelines for existing fossil-fired power plants based on heat rate improvement measures that could be achieved within the fence line of individual plants. Exelon, together with a coalition of other electric utilities, filed a lawsuit in the U.S. Court of Appeals for the D.C. Circuit on September 6, 2019, challenging the Affordable Clean Energy rule as unlawful. This lawsuit was consolidated with separate challenges to the Affordable Clean Energy rule filed by various states, non-governmental organizations, and business coalitions. On January 19, 2021, the U.S. Court of Appeals for the D.C. Circuit held the Affordable Clean Energy Rule to be unlawful, vacated the rule, and remanded it to the EPA. The EPA has indicated it will promulgate new GHG limits for existing power plants in accordance with the U.S. Court of Appeals for the D.C. Circuit's order. 21 Table of Contents State Climate Change Legislation and Regulation. A number of states in which the Registrants operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector. See discussion below for additional information on renewable and other portfolio standards. As the nation’s largest generator of carbon-free electricity, Generation’s fleet supports these efforts to produce safe, reliable electricity with minimal GHGs. Eleven northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Vermont, and Virginia) currently participate in the RGGI, which is in the process of strengthening its requirements. The program requires most fossil fuel-fired power plants in the region to hold allowances, purchased at auction, for each ton of CO2 emissions. Non-emitting resources do not have to purchase or hold these allowances. In October 2019, the Governor of Pennsylvania issued an Executive Order directing the PA DEP to begin a rulemaking process to allow Pennsylvania to join the RGGI, with the goal of reducing carbon emissions from the electricity sector. On November 7, 2020, the PA DEP proposed its rule. Broader state programs impact other sectors as well, such as New York’s Climate Leadership and Community Protection Act, which establishes statewide emission limits; and Massachusetts’ Clean Energy and Climate Plan, which aims to reduce GHG emissions across all sectors through increased efficiency in buildings and vehicles, the electrification of vehicles and thermal conditioning in buildings, and the replacement of carbon intensive fuels with renewable energy sources. While the Registrants cannot predict the nature of future regulations or how such regulations might impact future financial statements, Generation has a low emission portfolio, and GHG restrictions would likely benefit zero- and low-emission generating units relative to higher-emission fossil fuel-fired generating units. In addition, Exelon facilities and operations are subject to the global impacts of climate change. Exelon believes its operations could be significantly affected by the physical risks of climate change. See ITEM 1A. RISK FACTORS for additional information. Renewable and Clean Energy Standards Thirty states and the District of Columbia, incorporating the vast majority of states where Exelon operates, have adopted some form of renewable or clean energy procurement requirement. These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency. These are generally expressed as a percentage of annual electric load, often increasing by year. The Utility Registrants comply with these various requirements through purchasing qualifying renewables, implementing efficiency programs, acquiring sufficient credits (e.g., RECs), paying an alternative compliance payment, and/or a combination of these compliance alternatives. The Utility Registrants are permitted to recover from retail customers the costs of complying with their state RPS requirements, including the procurement of RECs or other alternative energy resources. Illinois, New York, and New Jersey adopted standards targeted at preserving the zero-carbon attributes of certain nuclear-powered generating facilities. Generation owns multiple facilities participating in these programs within these states. Other states in which Exelon operates are considering similar programs. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Air Quality Mercury and Air Toxics Standards (MATS). In 2011, the EPA signed a final rule, known as MATS, to reduce emissions of hazardous air pollutants from power plants. MATS requires coal-fired power plants to achieve high removal rates of mercury, acid gases, and other metals, and to make capital investments in pollution control equipment and incur higher operating expenses. In 2016, in response to a Supreme Court decision requiring the EPA to consider costs in determining whether it was appropriate and necessary to regulate power plant emissions of hazardous air pollutants, the EPA issued a supplemental finding that, after considering costs, it remained appropriate and necessary. On May 22, 2020, the EPA reversed course, publishing a final rule revoking the "appropriate and necessary" finding underpinning MATS. A coal mining company filed a lawsuit in the U.S. Court of Appeals for the D.C. Circuit seeking vacatur of MATS based on the EPA’s May 22, 2020 finding; on September 11, 2020, the U.S. Court of Appeals for the D.C. Circuit granted a motion by Exelon and two other 22 Table of Contents entities to intervene in that lawsuit to defend MATS, and on September 28, 2020, the U.S. Court of Appeals for the D.C. Circuit issued an Executive Order holding this portion of the MATS litigation in abeyance. On July 21, 2020, Exelon and two other entities filed a lawsuit in the U.S. Court of Appeals for the D.C. Circuit challenging the EPA’s May 22, 2020 rescission of the appropriate and necessary finding underpinning MATS. This portion of the case is also being held in abeyance in response to the DOJ’s motion filed February 12, 2021. On January 20, 2021, President Biden issued an Executive Order directing the EPA to reconsider its May 22, 2020 recission by August 2021; the EPA will likely re-affirm the finding that it is appropriate and necessary to regulate power plant emissions of hazardous air pollutants. As a result, this litigation is likely to be rendered moot, and MATS will likely remain in place in the interim. Water Quality Under the federal Clean Water Act, NPDES permits for discharges into waterways are required to be obtained from the EPA or from the state environmental agency to which the permit program has been delegated, and permits must be renewed periodically. Certain of Exelon's facilities discharge stormwater, industrial wastewater, and/or cooling water into waterways and are therefore subject to these regulations and operate under NPDES permits. Clean Water Act Section 316(b) is implemented through the NDPES program and requires that the cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts. Generation’s power generation facilities with cooling water intake systems are subject to the EPA’s Section 316(b) regulations finalized in 2014; the regulation’s requirements have been or will be addressed through renewal of these facilities’ NPDES permits. Until the compliance requirements are determined by the applicable state permitting director on a site-specific basis for each plant, Generation cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of its generating facilities and its financial statements. Should a state permitting director determine that a facility must install cooling towers to comply with the rule, that facility’s economic viability could be called into question. However, the final rule does not mandate cooling towers and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options. On July 28, 2016, the NJDEP issued a final permit for Salem that did not require the installation of cooling towers and allows Salem to continue to operate utilizing the existing cooling water system with certain required system modifications. However, the permit is being challenged by an environmental organization, and if successful, could result in additional costs for Clean Water Act compliance. Potential cooling water system modification costs could be material and could adversely impact the economic competitiveness of this facility. Under Clean Water Act Section 404 and state laws and regulations, the Registrants may be required to obtain permits for projects involving dredge or fill activities in Waters of the United States. Where Registrants’ facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters, they may be required to obtain a state water quality certification under Clean Water Act section 401. Generation is also subject to the jurisdiction of the Delaware River Basin Commission and the Susquehanna River Basin Commission, regional agencies that primarily regulate water usage. Solid and Hazardous Waste and Environmental Remediation CERCLA provides for response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances and authorizes the EPA either to clean up sites at which hazardous substances have created actual or potential environmental hazards or to order persons responsible for the situation to do so. Under CERCLA, generators and transporters of hazardous substances, as well as past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous waste at sites, many of which are listed by the EPA on the National Priorities List (NPL). These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight. Most states have also enacted statutes that contain provisions substantially similar to CERCLA. Such statutes apply in many states where the Registrants currently own or 23 Table of Contents operate, or previously owned or operated, facilities, including Delaware, Illinois, Maryland, New Jersey, and Pennsylvania and the District of Columbia. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes and cleanup of sites where such activities were conducted. The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order to comply with these Federal and state environmental laws. Under these laws, the Registrants may be liable for the costs of remediating environmental contamination of property now or formerly owned by them and of property contaminated by hazardous substances generated by them. The Registrants own or lease a number of real estate parcels, including parcels on which their operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. The Registrants and their subsidiaries are, or could become in the future, parties to proceedings initiated by the EPA, state agencies, and/or other responsible parties under CERCLA and RCRA or similar state laws with respect to a number of sites or may undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party. ComEd’s and PECO’s environmental liabilities primarily arise from contamination at former MGP sites. ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, have an on-going process to recover environmental remediation costs of the MGP sites through a provision within customer rates. BGE, ACE, Pepco, and DPL do not have material contingent liabilities relating to MGP sites. The amount to be expended in 2021 for compliance with environmental remediation related to contamination at former MGP sites and other gas purification sites is estimated to be approximately $35 million which consists primarily of $30 million at ComEd. As of December 31, 2020, the Registrants have established appropriate contingent liabilities for environmental remediation requirements. In addition, the Registrants may be required to make significant additional expenditures not presently determinable for other environmental remediation costs. See Note 3 — Regulatory Matters and Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ environmental matters, remediation efforts, and related impacts to the Registrants’ Consolidated Financial Statements. 24 Table of Contents Information about our Executive Officers as of February 24, 2021 Exelon Name Crane, Christopher M. Position Age 62 Chief Executive Officer, Exelon; President, Exelon Cornew, Kenneth W. 55 Senior Executive Vice President and Chief Commercial Officer, Exelon; Butler, Calvin G. President and CEO, Generation 51 Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities Chief Executive Officer, BGE Dominguez, Joseph 58 Chief Executive Officer, ComEd Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon Glockner, David 60 Executive Vice President, Compliance and Audit, Exelon Chief Compliance Officer, Citadel LLC Regional Director, U.S. Securities and Exchange Commission Hanson, Bryan C. 55 Executive Vice President and Chief Generation Officer, Generation President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Generation Innocenzo, Michael A. 55 President and Chief Executive Officer, PECO Senior Vice President and Chief Operations Officer, PECO Khouzami, Carim V. 45 Chief Executive Officer, BGE Senior Vice President, Chief Operating Officer, Exelon Utilities Senior Vice President, Chief Financial Officer, Exelon Utilities Senior Vice President, Chief Integration Officer, Exelon Velazquez, David M. 61 President and Chief Executive Officer, PHI President and Chief Executive Officer, Pepco, DPL, and ACE Executive Vice President, Pepco Holdings, Inc. Von Hoene Jr., William A. 67 Senior Executive Vice President and Chief Strategy Officer, Exelon Period 2012 - Present 2008 - Present 2013 - Present 2013 - Present 2019 - Present 2014 - 2019 2018 - Present 2015 - 2018 2020 - Present 2017 - 2020 2013 - 2017 2020 - Present 2015 - 2020 2018 - Present 2012 - 2018 2019 - Present 2018 - 2019 2016 - 2018 2014 - 2016 2016 - Present 2009 - Present 2009 - 2016 2012 - Present 25 Table of Contents Name Nigro, Joseph Age Position 56 Senior Executive Vice President and Chief Financial Officer, Exelon Executive Vice President, Exelon; Chief Executive Officer, Constellation Souza, Fabian E. 50 Senior Vice President and Corporate Controller, Exelon Senior Vice President and Deputy Controller, Exelon Vice President, Controller and Chief Accounting Officer, The AES Corporation Generation Name Crane, Christopher M. Position Age 62 Principle Executive Officer, Generation Chief Executive Officer, Exelon; President, Exelon Cornew, Kenneth W. 55 Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Generation Period 2018 - Present 2013 - 2018 2018 - Present 2017 - 2018 2015 - 2017 Period 2020 - Present 2012 - Present 2008 - Present 2013 - Present 2013 - Present Swahl, William 51 Senior Vice President, Generation; Chief Operating Officer, Exelon Power 2021 - Present Vice President, Generation; Vice President, Mid-Atlantic Operations, Exelon Power 2014 - 2020 Hanson, Bryan C. 55 Executive Vice President and Chief Generation Officer, Generation 2020 - Present McHugh, James Rhoades, David Wright, Bryan P. Bauer, Matthew N. President and Chief Nuclear Officer, Exelon Nuclear, Senior Vice President, Generation 2015 - 2020 49 Executive Vice President, Exelon; Chief Executive Officer, Constellation Senior Vice President, Portfolio Management & Strategy, Constellation Vice President, Portfolio Management, Constellation 54 Senior Vice President, Generation; President and Chief Nuclear Officer, Exelon Nuclear Chief Operating Officer, Fleet Operations, Exelon Nuclear 54 Senior Vice President and Chief Financial Officer, Generation 44 Vice President and Controller, Generation Vice President and Controller, BGE 2018 - Present 2016 - 2018 2012 - 2016 2020 - Present 2015 - 2020 2013 - Present 2016 - Present 2014 - 2016 26 Table of Contents ComEd Name Dominguez, Joseph Position Age 58 Chief Executive Officer, ComEd Donnelly, Terence R. 60 President and Chief Operating Officer, ComEd Executive Vice President and Chief Operating Officer, ComEd Jones, Jeanne M. 41 Senior Vice President, Chief Financial Officer and Treasurer, ComEd Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon Park, Jane Gomez, Veronica Washington, Melissa Perez, David Vice President, Finance, Exelon Nuclear 48 Senior Vice President, Customer Operations, ComEd Vice President, Regulatory Policy & Strategy, ComEd Director, Business Strategy & Technology, ComEd 51 Senior Vice President, Regulatory and Energy Policy and General Counsel, ComEd Vice President and Deputy General Counsel, Litigation, Exelon 51 Senior Vice President, Governmental and External Affairs, ComEd Vice President, Governmental and External Affairs, ComEd Vice President, External Affairs and Large Customer Services, ComEd Vice President, Corporate Affairs, Exelon Business Services Company 51 Senior Vice President, Distribution Operations, ComEd Vice President, Transmission and Substation, ComEd Vice President, Regional Operations, ComEd Period 2018 - Present 2015 - 2018 2018 - Present 2012 - 2018 2018 - Present 2014 - 2018 2018 - Present 2016 - 2018 2014 - 2016 2017 - Present 2012 - 2017 2019 - Present 2019 -2019 2016 - 2019 2014 - 2016 2019 - Present 2016 - 2019 2010 - 2016 27 Table of Contents PECO Name Innocenzo, Michael A. Position Age 55 President and Chief Executive Officer, PECO Senior Vice President and Chief Operations Officer, PECO McDonald, John 63 Senior Vice President and Chief Operations Officer, PECO Vice President, Integration, PHI Vice President, Technical Services Stefani, Robert J. 47 Senior Vice President, Chief Financial Officer and Treasurer, PECO Murphy, Elizabeth A. Webster Jr., Richard G. Williamson, Olufunmilayo Vice President, Corporate Development, Exelon 61 Senior Vice President, Governmental and External Affairs, PECO Vice President, Governmental and External Affairs, PECO 59 Vice President, Regulatory Policy and Strategy, PECO 42 Senior Vice President, Customer Operations, PECO Senior Vice President, Chief Commercial Risk Officer, Exelon Vice President, Commercial Risk Management, Exelon Gay, Anthony 55 Vice President and General Counsel, PECO Vice President, Governmental and External Affairs, PECO Associate General Counsel, Exelon Period 2018 - Present 2012 - 2018 2018 - Present 2016 - 2018 2006 - 2016 2018 - Present 2015 - 2018 2016 - Present 2012 - 2016 2012 - Present 2020 - Present 2017 - 2020 2015 - 2017 2019 - Present 2016 - 2019 2010 - 2016 28 Table of Contents BGE Name Khouzami, Carim V. Position Age 45 Chief Executive Officer, BGE Senior Vice President, Chief Operating Officer, Exelon Utilities Senior Vice President, Chief Financial Officer, Exelon Utilities Senior Vice President, Chief Integration Officer, Exelon Woerner, Stephen J. 53 President, BGE Vahos, David M. Núñez, Alexander G. Case, Mark D. Oddoye, Rodney Chief Operating Officer, BGE 48 Senior Vice President, Chief Financial Officer and Treasurer, BGE Vice President, Chief Financial Officer and Treasurer, BGE 49 Senior Vice President, Regulatory Affairs and Strategy, BGE Senior Vice President, Regulatory and External Affairs, BGE Vice President, Governmental and External Affairs, BGE 59 Vice President, Strategy and Regulatory Affairs, BGE 44 Senior Vice President, Governmental and External Affairs, BGE Vice President, Customer Operations, BGE Director, Northeast Regional Electric Operations, BGE Director, Financial Operations, BGE Olivier, Tamla 48 Senior Vice President, Customer Operations, BGE Senior Vice President, Constellation NewEnergy, Inc. VP, Human Resources, Exelon Business Services Company Corse, John 60 Vice President and General Counsel, BGE Associate General Counsel, Exelon Period 2019 - Present 2018 - 2019 2016 - 2018 2014 - 2016 2014 - Present 2012 - Present 2016 - Present 2014 - 2016 2020 - Present 2016 - 2020 2013 - 2016 2012 - Present 2020 - Present 2018 - 2020 2016 - 2018 2015 - 2016 2020 - Present 2016 - 2020 2012 - 2016 2018 - Present 2012 - 2018 29 Table of Contents PHI, Pepco, DPL, and ACE Name Velazquez, David M. Position Age 61 President and Chief Executive Officer, PHI Executive Vice President, Pepco Holdings, Inc. President and Chief Executive Officer, Pepco, DPL, and ACE Anthony, J. Tyler 56 Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL, and Barnett, Phillip S. Lavinson, Melissa Stark, Wendy E. ACE Senior Vice President, Distribution Operations, ComEd 57 Senior Vice President, Chief Financial Officer and Treasurer, PHI, Pepco, DPL, and ACE Senior Vice President and Chief Financial Officer, PECO Treasurer, PECO 51 Senior Vice President, Governmental & External Affairs, PHI, Pepco, DPL, and ACE Vice President, Federal Affairs and Policy and Chief Sustainability Officer, PG&E Corporation 48 Senior Vice President, Legal and Regulatory Strategy and General Counsel, PHI, Pepco, DPL, and ACE Vice President and General Counsel, PHI, Pepco, DPL, and ACE Deputy General Counsel, Pepco Holdings, Inc. McGowan, Kevin M. 59 Vice President, Regulatory Policy and Strategy, PHI, Pepco, DPL, and ACE Vice President, Regulatory Affairs, Pepco Holdings, Inc. Dickens, Derrick 56 Senior Vice President, Customer Operations, PHI Vice President, Technical Services, BGE Director, Advanced Meter Infrastructure, PECO Humphrey, Marissa 41 Vice President, Regulatory Policy and Strategy, PHI, DPL, and ACE Vice President Finance, Exelon Utilities Vice President, Finance, PHI ITEM 1A. RISK FACTORS Period 2016 - Present 2009 - 2016 2009 - Present 2016 - Present 2010 - 2016 2018 - Present 2007 - 2018 2012 - 2018 2018 - Present 2015 - 2018 2019 - Present 2016 - 2018 2012 - 2016 2016 - Present 2012 - 2016 2020 - Present 2016 - 2020 2012 - 2016 2021 - Present 2019 - 2020 2016 - 2019 Each of the Registrants operates in a complex market and regulatory environment that involves significant risks, many of which are beyond that Registrant’s direct control. Such risks, which could negatively affect one or more of the Registrants’ consolidated financial statements, fall primarily under the categories below: Market and Financial Factors primarily include: • • • the price of fuels, in particular the price of natural gas, which affects power prices, the generation resources in the markets in which the Registrants operate, the demand for electricity, reliability of service, and affordability in the markets where the Registrants conduct their business, 30 Table of Contents • • • the ability of the Registrants to operate their respective generating and transmission and distribution assets, their ability to access capital markets, and the impacts on their results of operations due to the global outbreak (pandemic) of the 2019 novel coronavirus (COVID-19), the impacts of on-going competition, and emerging technologies and business models, including those related to climate change mitigation and transition to a low carbon economy. Regulatory, Legislative, and Legal Factors primarily include changes to, and compliance with, the laws and regulations that govern: • • • • • the design of power markets, ZEC programs, utility regulatory business models, environmental and climate policy, and tax policy. Operational Factors primarily include: • • • • changes in the global climate could produce extreme weather events, which could put the Registrant’s facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services, the safe, secure, and effective operation of Generation’s nuclear facilities and the ability to effectively manage the associated decommissioning obligations, the ability of the Registrants to maintain the reliability, resiliency, and safety of their energy delivery systems, which could affect the operating costs of the Registrants and the opinions of their customers and regulators, and physical and cyber security risks for the Registrants as the owner-operators of generation, transmission, and distribution facilities and as participants in commodities trading. Risks Related to the Planned Separation primarily include: • • • the timing and conditions associated with required regulatory approvals, which may affect the costs to achieve the separation and its timing, challenges to achieving the benefits of separation, including maintaining investment grade credit ratings, and the risk that the separation could be treated as a taxable transaction to both Exelon and its shareholders. There may be further risks and uncertainties that are not presently known or that are not currently believed by the Registrants to be material that could negatively affect its consolidated financial statements in the future. Market and Financial Factors Generation is exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear and fossil fuel (Exelon and Generation). Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. Generation’s earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which it operates. 31 Table of Contents Price of Fuels. The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit. Demand and Supply. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs could each depress demand. In addition, in some markets, the supply of electricity could often exceed demand during some hours of the day, resulting in loss of revenue for base-load generating plants such as Generation's nuclear plants. Conversely, new demand sources such as electrification of transportation could increase demand and change demand patterns. Retail Competition. Generation’s retail operations compete for customers in a competitive environment, which affects the margins that Generation can earn and the volumes that it is able to serve. In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including Generation) use their retail operations to hedge generation output. The impact of sustained low market prices or depressed demand and over-supply could be emphasized given Generation’s concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect Generation’s ability to fund regulated utility growth for the benefit of customers, reduce debt and provide attractive shareholder returns. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect Generation's financial statements primarily through accelerated depreciation and amortization expenses and one-time charges. See Note 7 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information. Cost of Fuel. Generation depends on nuclear fuel and fossil fuels to operate most of its generating facilities. The supply markets for nuclear fuel, natural gas, and oil are subject to price fluctuations, availability restrictions, and counterparty default. Market Designs. The wholesale markets vary from region to region with distinct rules, practices, and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect Generation’s business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability. The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry (All Registrants). Some of these technologies include, but are not limited to, further development or applications of technologies related to shale gas production, renewable energy technologies, energy efficiency, distributed generation, and energy storage devices. Such developments could affect the price of energy, levels of customer-owned generation, customer expectations, and current business models and make portions of our electric system power supply and transmission and/or distribution facilities obsolete prior to the end of their useful lives. Such technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could affect the Registrants’ consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives. Market performance and other factors could decrease the value of NDT funds and employee benefit plan assets and could increase the related employee benefit plan obligations, which then could require significant additional funding (All Registrants). Disruptions in the capital markets and their actual or perceived effects on particular businesses and the greater economy could adversely affect the value of the investments held within Generation’s NDTs and Exelon’s employee benefit plan trusts. The Registrants have significant obligations in these areas and Exelon and Generation hold substantial assets in these trusts to meet those obligations. The asset values are subject to market fluctuations and will yield uncertain returns, which could fall below the Registrants’ projected return rates. A decline in the market value of the NDT fund investments could increase Generation’s funding requirements to 32 Table of Contents decommission its nuclear plants. A decline in the market value of the pension and OPEB plan assets would increase the funding requirements associated with Exelon’s pension and OPEB plan obligations. Additionally, Exelon’s pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions or changes to Social Security or Medicare eligibility requirements could also increase the costs and funding requirements of the obligations related to the pension and OPEB plans. See Note 10 — Asset Retirement Obligations and Note 15 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants could be negatively affected by unstable capital and credit markets and increased volatility in commodity markets (All Registrants). The Registrants rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet their financial commitments and short-term liquidity needs. Disruptions in the capital and credit markets in the United States or abroad could negatively affect the Registrants’ ability to access the capital markets or draw on their respective bank revolving credit facilities. The banks may not be able to meet their funding commitments to the Registrants if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. The inability to access capital markets or credit facilities, and longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, Generation’s ability to hedge effectively its generation portfolio, changes to Generation’s hedging strategy in order to reduce collateral posting requirements, or a reduction in dividend payments or other discretionary uses of cash. In addition, the Registrants have exposure to worldwide financial markets, including Europe, Canada, and Asia. Disruptions in these markets could reduce or restrict the Registrants’ ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2020, approximately 23%, 19%, and 18% of the Registrants’ available credit facilities were with European, Canadian, and Asian banks, respectively. See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the credit facilities. The strength and depth of competition in energy markets depend heavily on active participation by multiple trading parties, which could be negatively affected by disruptions in the capital and credit markets and legislative and regulatory initiatives that could affect participants in commodities transactions. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to the respective businesses of the Registrants. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace market structures with other mechanisms for the sale of power, including the requirement of long-term contracts. If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail to satisfy the credit standards in its agreements with its counterparties, it would be required to provide significant amounts of collateral under its agreements with counterparties and could experience higher borrowing costs (All Registrants). Generation’s business is subject to credit quality standards that could require market participants to post collateral for their obligations. If Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating) or otherwise fail to satisfy the credit standards of trading counterparties, it would be required under its hedging arrangements to provide collateral in the form of letters of credit or cash, which could have a material adverse effect upon its liquidity. The amount of collateral required to be provided by Generation at any point in time depends on a variety of factors, including (1) the notional amount of the applicable hedge, (2) the nature of counterparty and related agreements, and (3) changes in power or other commodity prices. In addition, if Generation were downgraded, it could experience higher borrowing costs as a result of the downgrade. Changes in ratings methodologies by the credit rating agencies could also have a negative impact on the ratings of Generation. Generation has project-specific financing arrangements and must meet the requirements of various agreements relating to those financings. Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated 33 Table of Contents debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force the Exelon subsidiaries in the project-specific financings to enter into bankruptcy proceedings. The impact of bankruptcy could result in the impairment of certain project assets. The Utility Registrants' operating agreements with PJM and PECO's, BGE's, and DPL's natural gas procurement contracts contain collateral provisions that are affected by their credit rating and market prices. If certain wholesale market conditions were to exist and the Utility Registrants were to lose their investment grade credit ratings (based on their senior unsecured debt ratings), they would be required to provide collateral in the forms of letters of credit or cash, which could have a material adverse effect upon their remaining sources of liquidity. PJM collateral posting requirements will generally increase as market prices rise and decrease as market prices fall. Collateral posting requirements for PECO, BGE, and DPL, with respect to their natural gas supply contracts, will generally increase as forward market prices fall and decrease as forward market prices rise. If the Utility Registrants were downgraded, they could experience higher borrowing costs as a result of the downgrade. In addition, changes in ratings methodologies by the agencies could also have an adverse negative impact on the ratings of the Utility Registrants. The Utility Registrants conduct their respective businesses and operate under governance models and other arrangements and procedures intended to assure that the Utility Registrants are treated as separate, independent companies, distinct from Exelon and other Exelon subsidiaries in order to isolate the Utility Registrants from Exelon and other Exelon subsidiaries in the event of financial difficulty at Exelon or another Exelon subsidiary. These measures (commonly referred to as “ring-fencing”) could help avoid or limit a downgrade in the credit ratings of the Utility Registrants in the event of a reduction in the credit rating of Exelon. Despite these ring-fencing measures, the credit ratings of the Utility Registrants could remain linked, to some degree, to the credit ratings of Exelon. Consequently, a reduction in the credit rating of Exelon could result in a reduction of the credit rating of some or all of the Utility Registrants. A reduction in the credit rating of a Utility Registrant could have a material adverse effect on the Utility Registrant. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources — Credit Matters — Market Conditions and Security Ratings for additional information regarding the potential impacts of credit downgrades on the Registrants’ cash flows. Generation’s risk management policies cannot fully eliminate the risk associated with its commodity trading activities (Exelon and Generation). Generation’s asset-based power position as well as its power marketing, fuel procurement, and other commodity trading activities expose Generation to risks of commodity price movements. Generation buys and sells energy and other products and enters into financial contracts to manage risk and hedge various positions in Generation’s power generation portfolio. Generation is exposed to volatility in financial results for unhedged positions as well as the risk of ineffective hedges. Generation attempts to manage this exposure through enforcement of established risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned and cannot eliminate all risks associated with these activities. Even when its policies and procedures are followed, and decisions are made based on projections and estimates of future performance, results of operations could be diminished if the judgments and assumptions underlying those decisions prove to be incorrect. Factors, such as future prices and demand for power and other energy- related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, Generation cannot predict the impact that its commodity trading activities and risk management decisions could have on its consolidated financial statements. Financial performance and load requirements could be negatively affected if Generation is unable to effectively manage its power portfolio (Exelon and Generation). A significant portion of Generation’s power portfolio is used to provide power under procurement contracts with the Utility Registrants and other customers. To the extent portions of the power portfolio are not needed for that purpose, Generation’s output is sold in the wholesale power markets. To the extent its power portfolio is not sufficient to meet the requirements of its customers under the related agreements, Generation must purchase power in the wholesale power markets. Generation’s financial results could be negatively affected if it is unable to cost-effectively meet the load requirements of its customers, manage its power portfolio or effectively address the changes in the wholesale power markets. 34 Table of Contents The impacts of significant economic downturns or increases in customer rates, could lead to decreased volumes delivered and increased expense for uncollectible customer balances (All Registrants). The impacts of significant economic downturns on the Utility Registrants' customers, such as less demand for products and services provided by commercial and industrial customers, and the related regulatory limitations on residential service terminations, could result in an increase in the number of uncollectible customer balances. Further, increases in customer rates, including those related to increases in purchased power and natural gas prices, could result in declines in customer usage and lower revenues for the Utility Registrants that do not have decoupling mechanisms. Generation's customer-facing energy delivery activities face similar economic downturn risks, such as lower volumes sold and increased expense for uncollectible customer balances. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information of the Registrants’ credit risk. The Registrants' results could be negatively affected by the impacts of COVID-19 (All Registrants). COVID-19 is an evolving situation that could lead to extended disruption of economic activity in the Registrants’ respective markets. COVID-19 could negatively affect the Registrants’ ability to operate their respective generating and transmission and distribution assets, their ability to access capital markets, and their results of operations. The Registrants cannot predict the extent of the impacts of COVID-19, which will depend on future developments and which are highly uncertain. See Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Executive Overview for additional information. The Registrants could be negatively affected by the impacts of weather (All Registrants). Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, and temperatures below normal levels in the winter tend to increase winter heating electricity and gas demand and revenues. Moderate temperatures adversely affect the usage of energy and resulting revenues at PECO, DPL Delaware, and ACE. Due to revenue decoupling, BGE, Pepco, and DPL Maryland recognize revenues at MDPSC and DCPSC-approved levels per customer, regardless of what actual distribution volumes are for a billing period and are not affected by actual weather with the exception of major storms. ComEd’s customer rates are adjusted to eliminate the favorable and unfavorable impacts of weather and customer usage patterns on distribution revenue. Extreme weather conditions or damage resulting from storms could stress the Utility Registrants' transmission and distribution systems, communication systems, and technology, resulting in increased maintenance and capital costs and limiting each company’s ability to meet peak customer demand. First and third quarter financial results, in particular, are substantially dependent on weather conditions, and could make period comparisons less relevant. Generation’s operations are also affected by weather, which affects demand for electricity as well as operating conditions. To the extent that weather is warmer in the summer or colder in the winter than assumed, Generation could require greater resources to meet its contractual commitments. Extreme weather conditions or storms could affect the availability of generation and its transmission, limiting Generation’s ability to source or send power to where it is sold. In addition, drought-like conditions limiting water usage could impact Generation’s ability to run certain generating assets at full capacity. These conditions, which cannot be accurately predicted, could cause Generation to seek additional capacity at a time when wholesale markets are tight or to seek to sell excess capacity at a time when markets are weak. Climate change projections suggest increases to summer temperature and humidity trends, as well as more erratic precipitation and storm patterns over the long-term in the areas where Registrants have generation, transmission, and distribution assets. The frequency in which weather conditions emerge outside the current expected climate norms could contribute to weather-related impacts discussed above. 35 Table of Contents Long-lived assets, goodwill, and other assets could become impaired (All Registrants). Long-lived assets represent the single largest asset class on the Registrants’ statements of financial position. In addition, Exelon, ComEd, and PHI have material goodwill balances. The Registrants evaluate the recoverability of the carrying value of long-lived assets to be held and used whenever events or circumstances indicating a potential impairment exist. Factors such as, but not limited to, the business climate, including current and future energy and market conditions, environmental regulation, and the condition of assets are considered. ComEd and PHI perform an assessment for possible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount. Regulatory actions or changes in significant assumptions, including discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, Pepco’s, DPL’s, and ACE’s business, and the fair value of debt, could potentially result in future impairments of Exelon’s, ComEd's, and PHI’s goodwill. An impairment would require the Registrants to reduce the carrying value of the long-lived asset or goodwill to fair value through a non-cash charge to expense by the amount of the impairment. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates, Note 8 — Property, Plant, and Equipment, Note 12 — Asset Impairments and Note 13 — Intangible Assets of the Combined Notes to the Consolidated Financial Statements for additional information on long-lived asset impairments and goodwill impairments. The Registrants could incur substantial costs in the event of non-performance by third-parties under indemnification agreements, or when the Registrants have guaranteed their performance. Generation is exposed to other credit risks in the power markets that are beyond its control (All Registrants). The Registrants have entered into various agreements with counterparties that require those counterparties to reimburse a Registrant and hold it harmless against specified obligations and claims. To the extent that any of these counterparties are affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, the affected Registrant could be held responsible for the obligations. Each of the Utility Registrants has transferred its former generation business to a third party and in each case the transferee has agreed to assume certain obligations and to indemnify the applicable Utility Registrant for such obligations. In connection with the restructurings under which ComEd, PECO, and BGE transferred their generating assets to Generation, Generation assumed certain of ComEd’s, PECO’s, and BGE's rights and obligations with respect to their former generation businesses. Further, ComEd, PECO, and BGE have entered into agreements with third parties under which the third-party agreed to indemnify ComEd, PECO, or BGE for certain obligations related to their respective former generation businesses that have been assumed by Generation as part of the restructuring. If the third-party, Generation, or the transferee of Pepco's, DPL's, or ACE’s generation facilities experienced events that reduced its creditworthiness or the indemnity arrangement became unenforceable, the applicable Utility Registrant could be liable for any existing or future claims. In addition, the Utility Registrants have residual liability under certain laws in connection with their former generation facilities. The Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of assets and they could incur substantial costs to fulfill their obligations under these indemnities. The Registrants have issued guarantees of the performance of third parties, which obligate the Registrants to perform in the event that the third parties do not perform. In the event of non-performance by those third parties, the Registrants could incur substantial cost to fulfill their obligations under these guarantees. In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money or are obligated to purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event the counterparties to these arrangements fail to perform, Generation could be forced to purchase or sell energy or fuel in the wholesale markets at less favorable prices and incur additional losses, to the extent amounts, if any, were already paid to the counterparties. In the spot markets, Generation is 36 Table of Contents exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs. Generation is also a party to agreements with entities in the energy sector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit risk through competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss that could be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committed to serve the customer. Regulatory, Legislative, and Legal Factors Federal or state legislative or regulatory actions could negatively affect the scope and functioning of the wholesale markets (Exelon and Generation). Approximately 70% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-term contracts, are located in the area encompassed by PJM. Generation’s future results of operations are impacted by (1) FERC’s and PJM's support for policies that favor the preservation of competitive wholesale power markets and recognize the value of zero-carbon electricity and resiliency and for states' energy objectives and policies (2) the absence of material changes to market structures that would limit or otherwise negatively affect Exelon or Generation. Generation could also be affected by state laws, regulations, or initiatives to subsidize existing or new generation. FERC’s requirements for market-based rate authority could pose a risk that Generation may no longer satisfy FERC’s tests for market-based rates. The Registrants’ are highly regulated and could be negatively affected by regulatory and legislative actions (All Registrants). Substantially all aspects of the businesses of the Registrants are subject to comprehensive Federal or state regulation and legislation. Generation’s consolidated financial statements are significantly affected by its sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated rates and Federal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel diversity, and RPS. Legislative and regulatory efforts in Illinois, New York, and New Jersey to preserve the environmental attributes and reliability benefits of zero-emission nuclear-powered generating facilities through ZEC programs are or could be subject to legal and regulatory challenges and, if overturned, could result in the early retirement of certain of Generation’s nuclear plants. See Note 3 — Regulatory Matters and Note 7 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information. The Utility Registrants' consolidated financial statements are heavily dependent on the ability of the Utility Registrants to recover their costs for the retail purchase and distribution of power and natural gas to their customers. Fundamental changes in regulations or other adverse legislative actions affecting the Registrants’ businesses would require changes in their business planning models and operations. The Registrants cannot predict when or whether legislative and regulatory proposals could become law or what their effect will be on the Registrants. Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy, and subject to appeal, which lead to uncertainty as to the ultimate result and which could introduce time delays in effectuating rate changes (Exelon and the Utility Registrants). The Utility Registrants are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups, and various consumers of 37 Table of Contents energy, who have differing concerns but who have the common objective of limiting rate increases or even reducing rates. Decisions are subject to appeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for a Utility Registrant to recover its costs by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including recovery mechanisms for costs associated with the procurement of electricity or gas, credit losses, MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs. In certain instances, the Utility Registrants could agree to negotiated settlements related to various rate matters, customer initiatives, or franchise agreements. These settlements are subject to regulatory approval. The ultimate outcome and timing of regulatory rate proceedings have a significant effect on the ability of the Utility Registrants to recover their costs or earn an adequate return. See Note 3 — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information. NRC actions could negatively affect the operations and profitability of Generation’s nuclear generating fleet (Exelon and Generation). Regulatory risk. A change in the Atomic Energy Act or the applicable regulations or licenses could require a substantial increase in capital expenditures or could result in increased operating or decommissioning costs. Events at nuclear plants owned by others, as well as those owned by Generation, could cause the NRC to initiate such actions. Spent nuclear fuel storage. The approval of a national repository for the storage of SNF and the timing of such a facility opening, will significantly affect the costs associated with storage of SNF and the ultimate amounts received from the DOE to reimburse Generation for these costs. Any regulatory action relating to the timing and availability of a repository for SNF could adversely affect Generation’s ability to fully decommission its nuclear units. Generation cannot predict what, if any, fee may be established in the future for SNF disposal. See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the SNF obligation. The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likely exposure of the Utility Registrants to the results of PJM’s RTEP and NERC compliance requirements (All Registrants). The Registrants as users, owners, and operators of the bulk power transmission system, including Generation and the Utility Registrants, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC. PECO, BGE, and DPL, as operators of natural gas distribution systems, are also subject to mandatory reliability standards of the U.S. Department of Transportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and are guided by reliability and market interface principles. Compliance with or changes in the reliability standards could subject the Registrants to higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC, MDPSC, DCPSC, DPSC, and NJBPU impose certain distribution reliability standards on the Utility Registrants. If the Registrants were found not to be in compliance with the Federal and state mandatory reliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties. The Registrants could incur substantial costs to fulfill their obligations related to environmental and other matters (All Registrants). The businesses that the Registrants operate are subject to extensive environmental regulation and legislation by local, state, and Federal authorities. These laws and regulations affect the manner in which the Registrants conduct their operations and make capital expenditures including how they handle air and water emissions, hazardous and solid waste, and activities affecting surface waters, groundwater, and aquatic and other species. Violations of these requirements could subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages, or operating restrictions to achieve compliance. In addition, the Registrants are subject to liability under these laws for the remediation costs for environmental contamination of property now or formerly owned by the Registrants and of property 38 Table of Contents contaminated by hazardous substances they generated or released. Remediation activities associated with MGP operations conducted by predecessor companies are one component of such costs. Also, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and could be subject to additional proceedings in the future. See ITEM 1. BUSINESS — Environmental Regulation for additional information. The Registrants could be negatively affected by challenges to tax positions taken, tax law changes, and the inherent difficulty in quantifying potential tax effects of business decisions. (All Registrants). The Registrants are required to make judgments in order to estimate their obligations to taxing authorities. These tax obligations include income, real estate, sales and use, and employment-related taxes and ongoing appeal issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities. See Note 1 — Significant Accounting Policies and Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants could be negatively affected by federal and state RPS and/or energy conservation legislation, along with energy conservation by customers (All Registrants). Changes to current state legislation or the development of Federal legislation that requires the use of clean, renewable, and alternate fuel sources could significantly impact Generation and the Utility Registrants, especially if timely cost recovery is not allowed for Utility Registrants. The impact could include increased costs and increased rates for customers. Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of new technologies, such as smart meters and smart grid, could increase capital expenditures and could significantly impact the Utility Registrants consolidated financial statements if timely cost recovery is not allowed. Furthermore, regulated energy consumption reduction targets and declines in customer energy consumption resulting from the implementation of new energy conservation technologies could lead to a decline in the revenues of the Registrants. See ITEM 1. BUSINESS — Environmental Regulation — Renewable and Clean Energy Standards for additional information. Generation’s affiliation with the Utility Registrants, together with the presence of a substantial percentage of Generation’s physical asset base within the Utility Registrants' service territories, could increase Generation’s cost of doing business to the extent future complaints or challenges regarding the Utility Registrants' retail rates result in settlements or legislative or regulatory requirements funded in part by Generation (Exelon and Generation). Generation has significant generating resources within the service areas of the Utility Registrants and makes significant sales to each of them. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials, legislators, and advocacy groups are aware of Generation’s affiliation with the Utility Registrants and its sales to each of them. In periods of rising utility rates, particularly when driven by increased costs of energy production and supply, those officials and advocacy groups could question or challenge costs and transactions incurred by the Utility Registrants with Generation, irrespective of any previous regulatory processes or approvals underlying those transactions. These challenges could increase the time, complexity, and cost of the associated regulatory proceedings, and the occurrence of such challenges could subject Generation to a level of scrutiny not faced by other unaffiliated competitors in those markets. In addition, government officials and legislators could seek ways to force Generation to contribute to efforts to mitigate potential or actual rate increases, through measures such as generation-based taxes. The Registrants could be subject to adverse publicity and reputational risks, which make them vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences (All Registrants). The Registrants could be the subject of public criticism. Adverse publicity of this nature could render public service commissions and other regulatory and legislative authorities less likely to view energy companies such as Exelon and its subsidiaries in a favorable light, and could cause Exelon and its subsidiaries to be susceptible 39 Table of Contents to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements (e.g. disallowances of costs, lower ROEs). Legal proceedings could result in a negative outcome, which the Registrants cannot predict (All Registrants). The Registrants are involved in legal proceedings, claims, and litigation arising out of their business operations. The material ones are summarized in Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Adverse outcomes in these proceedings could require significant expenditures, result in lost revenue, or restrict existing business activities. Exelon and ComEd have received requests for information related to an SEC investigation into their lobbying activities. The outcome of the investigations could have a material adverse effect on their reputation and consolidated financial statements (Exelon and ComEd). On October 22, 2019, the SEC notified Exelon and ComEd that it had opened an investigation into their lobbying activities in the state of Illinois. Exelon and ComEd have cooperated fully, including by providing all information requested by the SEC, and intend to continue to cooperate fully and expeditiously with the SEC. The outcome of the SEC’s investigation cannot be predicted and could subject Exelon and ComEd to civil penalties, sanctions, or other remedial measures. Any of the foregoing, as well as the appearance of non-compliance with anti-corruption and anti-bribery laws, could have an adverse impact on Exelon’s and ComEd’s reputations or relationships with regulatory and legislative authorities, customers, and other stakeholders, as well as their consolidated financial statements. See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. If ComEd violates its Deferred Prosecution Agreement announced on July 17, 2020, it could have an adverse effect on the reputation and consolidated financial statements of Exelon and ComEd (Exelon and ComEd). On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement (DPA) with the U.S. Attorney’s Office for the Northern District of Illinois (USAO) to resolve the USAO’s investigation into Exelon’s and ComEd’s lobbying activities in the State of Illinois. Exelon was not made a party to the DPA and the investigation by the USAO into Exelon’s activities ended with no charges being brought against Exelon. Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to certain obligations of ComEd, including, but not limited to, the following: (i) payment to the United States Treasury of $200 million; (ii) continued full cooperation with the government’s investigation; and (iii) ComEd’s adoption and maintenance of remedial measures involving compliance and reporting undertakings as specified in the DPA. If ComEd is found to have breached the terms of the DPA, the USAO may elect to prosecute, or bring a civil action against, ComEd for conduct alleged in the DPA or known to the government, which could result in fines or penalties and could have an adverse impact on Exelon’s and ComEd’s reputation or relationships with regulatory and legislative authorities, customers and other stakeholders, as well as their consolidated financial statements. See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Generation’s financial performance could be negatively affected by risks arising from its ownership and operation of hydroelectric facilities (Exelon and Generation). FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways, Federal lands or connected to the interstate electric grid. Generation cannot predict whether it will receive all the regulatory approvals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectric facilities or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. Generation could also lose 40 Table of Contents revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, conditions could be imposed as part of the license renewal process that could adversely affect operations, could require a substantial increase in capital expenditures, could result in increased operating costs or could render the project uneconomic. Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by Generation. Operational Factors The Registrants are subject to risks associated with climate change (All Registrants). The Registrants periodically perform analyses to better understand how climate change could affect their facilities and operations. The Registrants primarily operate in the Midwest and East Coast of the United States, areas that historically have been prone to various types of severe weather events, such that the Registrants have well-developed response and recovery programs based on these historical events. However, the Registrants’ physical facilities could be placed at greater risk of damage should changes in the global climate impact temperature and weather patterns, resulting in more intense, frequent and extreme weather events, unprecedented levels of precipitation, sea level rise, increased surface water temperatures, and/or other effects. In addition, changes to the climate may impact levels and patterns of demand for energy and related services, which could affect Registrants’ operations. Over time, the Registrants may need to make additional investments to protect facilities from physical climate-related risks and/or adapt to changes in operational requirements as a result of climate change. The Registrants also periodically perform analyses of potential pathways to reduce power sector and economy-wide GHG emissions to mitigate climate change. To the extent additional GHG reduction regulation or legislation becomes effective at the Federal and/or state levels, the Registrants could incur costs to further limit the GHG emissions from their operations or otherwise comply with applicable requirements. To the extent such additional regulation or legislation does not become effective, the potential competitive advantage offered by Registrant’s low-carbon emission profile may be reduced. See ITEM 1. BUSINESS — Climate Change Mitigation. Generation’s financial performance could be negatively affected by matters arising from its ownership and operation of nuclear facilities (Exelon and Generation). Nuclear capacity factors. Capacity factors for nuclear generating units, significantly affect Generation’s results of operations. Lower capacity factors could decrease Generation’s revenues and increase operating costs by requiring Generation to produce additional energy from primarily its fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation’s obligations to committed third-party sales, including the Utility Registrants. These sources generally have higher costs than Generation incurs to produce energy from its nuclear stations. Nuclear refueling outages. In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, could have a significant impact on Generation’s results of operations. When refueling outages last longer than anticipated or Generation experiences unplanned outages, capacity factors decrease, and Generation faces lower margins due to higher energy replacement costs and/or lower energy sales and higher operating and maintenance costs. Nuclear fuel quality. The quality of nuclear fuel utilized by Generation could affect the efficiency and costs of Generation’s operations. Remediation actions could result in increased costs due to accelerated fuel amortization, increased outage costs, and/or increased costs due to decreased generation capabilities. Operational risk. Operations at any of Generation’s nuclear generation plants could degrade to the point where Generation must shut down the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes could require significant time and expense. Generation could choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity. In either event, Generation could lose revenue and incur increased fuel and purchased power expense to meet supply commitments. For plants operated but not wholly owned by Generation, Generation could also incur liability to the co-owners. For nuclear plants not operated and not wholly owned by Generation, from which Generation receives a portion of the plants’ output, Generation’s results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. Additionally, poor operating 41 Table of Contents performance at nuclear plants not owned by Generation could result in increased regulation and reduced public support for nuclear-fueled energy. In addition, closure of generating plants owned by others, or extended interruptions of generating plants, or failure of transmission lines, could affect transmission systems that could adversely affect the sale and delivery of electricity in markets served by Generation. Nuclear major incident risk and insurance. The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned or operated by Generation or owned by others, could exceed Generation’s resources, including insurance coverage. Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruption insurance for Generation’s nuclear operations. Uninsured losses and other expenses, to the extent not recovered from insurers or the nuclear industry, could be borne by Generation. Additionally, an accident or other significant event at a nuclear plant within the United States or abroad, whether owned by Generation or others, could result in increased regulation and reduced public support for nuclear-fueled energy. As required by the Price-Anderson Act, Generation carries the maximum available amount of nuclear liability insurance, $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $13.8 billion limit for a single incident. See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of nuclear insurance. Decommissioning obligation and funding. NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility. Generation recognizes as a liability the present value of the estimated future costs to decommission its nuclear facilities. The estimated liability is based on assumptions in the approach and timing of decommissioning the nuclear facilities, estimation of decommissioning costs, and Federal and state regulatory requirements. The costs of such decommissioning may substantially exceed such liability, as facts, circumstances or our estimates may change, including changes in the approach and timing of decommissioning activities, changes in decommissioning costs, changes in Federal or state regulatory requirements on the decommissioning of such facilities, other changes in our estimates or Generation’s ability to effectively execute on its planned decommissioning activities. Generation makes contributions to certain trust funds of the former PECO units based on amounts being collected by PECO from its customers and remitted to Generation. While Generation, through PECO, has recourse to collect additional amounts from PECO customers (subject to certain limitations and thresholds), it has no recourse to collect additional amounts from utility customers for any of its other nuclear units if there is a shortfall of funds necessary for decommissioning. If circumstances changed such that Generation would be unable to continue to make contributions to the trust funds of the former PECO units based on amounts collected from PECO customers, or if Generation no longer had recourse to collect additional amounts from PECO customers if there was a shortfall of funds for decommissioning, the adequacy of the trust funds related to the former PECO units could be negatively affected. Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income, and the adverse impact to Exelon’s and Generation’s financial statements could be material. Any changes to the existing PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s financial statements could be material. Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, and actual results could differ significantly from current estimates. If the investments held by Generation’s NDT funds are not sufficient to fund the decommissioning of Generation’s nuclear units, Generation could be required to take steps, such as providing financial guarantees through letters of credit or parent 42 Table of Contents company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that current and future NRC minimum funding requirements are met. See Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information. The Utility Registrants' operating costs are affected by their ability to maintain the availability and reliability of their delivery and operational systems (Exelon and the Utility Registrants). Failures of the equipment or facilities used in the Utility Registrants' delivery systems could interrupt the electric transmission and electric and natural gas delivery, which could result in a loss of revenues and an increase in maintenance and capital expenditures. Equipment or facilities failures can be due to a number of factors, including natural causes such as weather or information systems failure. Specifically, if the implementation of AMI, smart grid, or other technologies in the Utility Registrants' service territory fail to perform as intended or are not successfully integrated with billing and other information systems, or if any of the financial, accounting, or other data processing systems fail or have other significant shortcomings, the Utility Registrants' financial results could be negatively impacted. In addition, dependence upon automated systems could further increase the risk that operational system flaws or internal and/or external tampering or manipulation of those systems will result in losses that are difficult to detect. Regulated utilities, which are required to provide service to all customers within their service territory, have generally been afforded liability protections against claims by customers relating to failure of service. Under Illinois law, however, ComEd could be required to pay damages to its customers in some circumstances involving extended outages affecting large numbers of its customers, which could be material. The Registrants are subject to physical security and cybersecurity risks (All Registrants). The Registrants face physical security and cybersecurity risks. Threat sources continue to seek to exploit potential vulnerabilities in the electric and natural gas utility industry associated with protection of sensitive and confidential information, grid infrastructure, and other energy infrastructures, and such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks. A security breach of the physical assets or information systems of the Registrants, their competitors, vendors, business partners and interconnected entities in RTOs and ISOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system or result in the theft or inappropriate release of certain types of information, including critical infrastructure information, sensitive customer, vendor, and employee data, trading or other confidential data. The risk of these system-related events and security breaches occurring continues to intensify, and while the Registrants have been, and will likely continue to be, subjected to physical and cyber- attacks, to date none has directly experienced a material breach or disruption to its network or information systems or our service operations. However, as such attacks continue to increase in sophistication and frequency, the Registrants may be unable to prevent all such attacks in the future. If a significant breach were to occur, the reputation of the Registrants could be negatively affected, customer confidence in the Registrants or others in the industry could be diminished, or the Registrants could be subject to legal claims, loss of revenues, increased costs, or operations shutdown. Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result. The Utility Registrants' deployment of smart meters throughout their service territories could increase the risk of damage from an intentional disruption of the system by third parties. In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by the Registrants or their business operations and could adversely affect their consolidated financial statements. The Registrants’ employees, contractors, customers, and the general public could be exposed to a risk of injury due to the nature of the energy industry (All Registrants). Employees and contractors throughout the organization work in, and customers and the general public could be exposed to, potentially dangerous environments near the Registrants’ operations. As a result, employees, 43 Table of Contents contractors, customers, and the general public are at some risk for serious injury, including loss of life. These risks include nuclear accidents, dam failure, gas explosions, pole strikes, and electric contact cases. Natural disasters, war, acts and threats of terrorism, pandemic, and other significant events could negatively impact the Registrants' results of operations, their ability to raise capital and their future growth (All Registrants). Generation’s fleet of power plants and the Utility Registrants' distribution and transmission infrastructures could be affected by natural disasters and extreme weather events, which could result in increased costs, including supply chain costs. An extreme weather event within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. Natural disasters and other significant events increase the risk to Generation that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance, emergency planning, security, and environmental and radiological matters. In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling of generating units. The impact that potential terrorist attacks could have on the industry and on Exelon is uncertain. The Registrants face a risk that their operations would be direct targets or indirect casualties of an act of terror. Any retaliatory military strikes or sustained military campaign could affect their operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physical or cybersecurity of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession, or other factors also could result in a decline in energy consumption or interruption of fuel or the supply chain. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs. The Registrants could be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic. However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate Exelon's generating and transmission and distribution assets could be affected. In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property, casualty and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses. The Registrants’ businesses are capital intensive, and their assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability (All Registrants). The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by the Utility Registrants in transmission and distribution infrastructure projects. Equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and could require significant expenditures to operate efficiently. The Registrants consolidated financial statements could be negatively affected if they were unable to effectively manage their capital projects or raise the necessary capital. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources for additional information regarding the Registrants’ potential future capital expenditures. The Utility Registrants' respective ability to deliver electricity, their operating costs, and their capital expenditures could be negatively impacted by transmission congestion and failures of neighboring transmission systems (Exelon and the Utility Registrants). Demand for electricity within the Utility Registrants' service areas could stress available transmission capacity requiring alternative routing or curtailment of electricity usage. Also, insufficient availability of electric supply to meet customer demand could jeopardize the Utility Registrants' ability to comply with reliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmission 44 Table of Contents capacity or generation facility retirements could result in PJM or FERC requiring the Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures. PJM’s systems and operations are designed to ensure the reliable operation of the transmission grid and prevent the operations of one utility from having an adverse impact on the operations of the other utilities. However, service interruptions at other utilities may cause interruptions in the Utility Registrants’ service areas. The Registrants consolidated financial statements could be negatively affected if they fail to attract and retain an appropriately qualified workforce (All Registrants). Certain events, such as an employee strike, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, could lead to operating challenges and increased costs for the Registrants. The challenges include lack of resources, loss of knowledge and a lengthy time period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs, and safety costs, could arise. The Registrants are particularly affected due to the specialized knowledge required of the technical and support employees for their generation, transmission, and distribution operations. The Registrants could make acquisitions or investments in new business initiatives and new markets, which may not be successful or achieve the intended financial results (All Registrants). Generation could continue to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain. This could include investment opportunities in renewables, development of natural gas generation, nuclear advisory or operating services for third parties, distributed generation, potential expansion of the existing wholesale gas businesses, and entry into LNG. Such initiatives could involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered during diligence performed prior to launching an initiative or entering a market. Additionally, it is possible that FERC, state public utility commissions or others could impose certain other restrictions on such transactions. All of these factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment. The Utility Registrants face risks associated with their regulatory-mandated initiatives, such as smart grids and utility of the future. These risks include, but are not limited to, cost recovery, regulatory concerns, cybersecurity, and obsolescence of technology. Such initiatives may not be successful. The Registrants may not realize or achieve the anticipated cost savings through the cost management efforts (All Registrants). The Registrants’ future financial performance and level of profitability is dependent, in part, on various cost reduction initiatives. The Registrants may encounter challenges in executing these cost reduction initiatives and not achieve the intended cost savings. Risks Related to the Planned Separation (Exelon and Generation) The planned separation is contingent upon regulatory approvals and satisfaction of other conditions and may not be completed in accordance with the expected plans or anticipated timeline, or at all, which could negatively affect Exelon’s and Generation’s consolidated financial statements. Exelon is targeting to complete the separation in the first quarter of 2022, subject to final approval by Exelon’s Board of Directors, a Form 10 registration statement being declared effective by the SEC, regulatory approvals, and satisfaction of other conditions. The planned separation is subject to approval by the FERC, NRC and NYPSC. There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing. If the planned separation is not completed or is delayed, Exelon’s and Generation’s consolidated financial statements may be materially adversely affected, and the market price of Exelon’s common stock may be affected. 45 Table of Contents The plan to separate into two publicly traded companies will involve significant time and expense, which could disrupt or adversely affect our business. The planned separation is complex in nature, and unanticipated developments or changes, including challenges in executing the separation, could delay or prevent the completion of the proposed separation, or cause the separation to occur on terms or conditions that are different or less favorable than expected. Additionally, Exelon’s Board of Directors, in its sole and absolute discretion, may decide not to proceed with the separation at any time prior to the distribution date. The process of completing the proposed separation has been and is expected to continue to be time-consuming and involves significant costs and expenses. The planned separation may not achieve some or all of the anticipated benefits and each separate company following the separation may underperform relative to Exelon’s expectations. By separating the Utility Registrants and Generation, Exelon is creating two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separate companies are expected to create value by having the strategic flexibility to focus on their unique customer, market and community priorities. However, the planned separation may not provide such results on the scope or scale that Exelon anticipates, and Exelon and Generation may not realize the anticipated benefits of the planned separation. Failure to do so could have a material adverse effect on the financial statements of each separate company and their respective common stock price. Following the planned separation, the companies anticipate to maintain investment grade credit ratings. Ratings are based upon assessments of multiple factors, including a company’s credit metrics as well as industry and macroeconomic changes and trends. If a rating agency were to downgrade the rating below investment grade, the separate companies’ borrowing costs would increase and their funding sources could decrease, which could have a material adverse effect on the financial statements of the affected company. The common stock of the separately publicly traded companies following the separation may collectively trade at a value less than the price at which Exelon’s common stock might have traded had the separation not occurred. There could be significant liability if the planned spin-off is determined to be a taxable transaction. Under the separation plan, Exelon shareholders will retain their current shares of Exelon stock and receive a pro-rata distribution of shares of the new company’s stock in a transaction that is expected to be tax-free to Exelon and its shareholders under Sections 355 and 368 of the IRC. Exelon will seek a private letter ruling from the IRS regarding the tax-free nature of the transaction. Exelon will also seek from its tax advisors an opinion with respect to certain U.S. federal income tax consequences of the spin-off. If the planned spin-off ultimately is determined to be taxable, the spin-off could be treated as a taxable dividend to Exelon’s shareholders for U.S. federal income tax purposes, and Exelon’s shareholders could incur significant U.S. federal income tax liabilities. In addition, Exelon would recognize a taxable gain to the extent that the fair market value of the new company’s stock exceeds its tax basis in such stock on the date of the planned separation. Exelon will enter into a Tax Matters Agreement with the new company to address how post-separation issues will be managed between the companies, as well as which company is responsible for taxes imposed as a result of the planned separation, if any. See Note 26 — Subsequent Events of the Combined Notes to Consolidated Financial Statements for additional information on the planned separation. ITEM 1B. UNRESOLVED STAFF COMMENTS All Registrants None. 46 Table of Contents ITEM 2. PROPERTIES Generation The following table presents Generation’s interests in net electric generating capacity by station at December 31, 2020: Station (a) Location No. of Units Percent (b) Owned Primary Fuel Type Primary Dispatch Type (c) Net Generation (d) Capacity (MW) Midwest Braidwood Byron LaSalle Dresden Quad Cities Clinton Michigan Wind 2 Beebe Michigan Wind 1 Harvest 2 Harvest Beebe 1B City Solar Solar Ohio Blue Breezes CP Windfarm Southeast Chicago Clinton Battery Storage Total Midwest Mid-Atlantic Limerick Peach Bottom Salem Calvert Cliffs Conowingo Criterion Fair Wind Solar MC Fourmile Ridge Solar New Jersey 1 Solar New Jersey 2 Solar Horizons Solar Maryland Solar Maryland 2 Uranium Uranium Uranium Uranium Uranium Uranium Wind Wind Wind Wind Wind Wind Solar Solar Wind Wind Gas Energy Storage Uranium Uranium Uranium Uranium Hydroelectric Wind Wind Solar Wind Solar Solar Solar Solar Solar Base-load Base-load Base-load Base-load Base-load Base-load Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Peaking Peaking Base-load Base-load Base-load Base-load Base-load Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent 2,386 2,347 2,320 1,845 1,403 1,080 46 42 35 30 27 26 9 4 3 2 296 10 11,911 2,317 1,324 995 895 572 36 30 44 20 18 11 16 8 8 (e) (e) (f) (f) (f) (f) (f) (f) (f) (h) (f) (i) (f) (f) (f) (f) (h) (f) (h) (h) (f) (h) (h) Braidwood, IL Byron, IL Seneca, IL Morris, IL Cordova, IL Clinton, IL Sanilac Co., MI Gratiot Co., MI Huron Co., MI Huron Co., MI Huron Co., MI Gratiot Co., MI Chicago, IL Toledo, OH Faribault Co., MN Faribault Co., MN Chicago, IL Blanchester, OH Sanatoga, PA Delta, PA Lower Alloways Creek Township, NJ Lusby, MD Darlington, MD Oakland, MD Garrett County, MD Various, MD Garrett County, MD Various, NJ Various, NJ Emmitsburg, MD Various, MD Various, MD 2 2 2 2 2 1 50 34 46 33 32 21 1 2 2 2 8 1 2 2 2 2 11 28 12 44 16 5 2 1 11 3 75 51 51 51 51 51 51 (g) (g) (g) (g) (g) (g) 51 (g) 50 42.59 50.01 (j) 51 (g) 51 (g) 51 (g) 47 Table of Contents Station (a) Location No. of Units Percent (b) Owned Primary Fuel Type Primary Dispatch Type (c) Net Generation (d) Capacity (MW) JBAB Solar Gateway Solar Constellation New Energy Solar Federal Solar New Jersey 3 Solar DC Muddy Run Eddystone 3, 4 Perryman Croydon Handsome Lake Richmond Philadelphia Road Eddystone Delaware Southwark Falls Moser Chester Schuylkill Salem Total Mid-Atlantic ERCOT Whitetail Sendero Constellation Solar Texas Colorado Bend II Wolf Hollow II Handley 3 Handley 4, 5 Total ERCOT District of Columbia Berlin, MD Gaithersburg, MD Trenton, NJ Middle Township, NJ District of Columbia Drumore, PA Eddystone, PA Aberdeen, MD West Bristol, PA Kennerdell, PA Philadelphia, PA Baltimore, MD Eddystone, PA Philadelphia, PA Philadelphia, PA Morrisville, PA Lower Pottsgrove Twp., PA Chester, PA Philadelphia, PA Lower Alloways Creek Township, NJ Webb County, TX Jim Hogg and Zapata County, TX Various, TX Wharton, TX Granbury, TX Fort Worth, TX Fort Worth, TX 4 1 2 1 5 1 8 2 5 8 5 2 4 4 4 4 3 3 3 2 1 57 39 11 3 3 1 2 51 (g) 42.59 51 (g) 51 (g) 48 Solar Solar Solar Solar Solar Solar Hydroelectric Oil/Gas Oil/Gas Oil Gas Oil Oil Oil Oil Oil Oil Oil Oil Oil Oil Wind Wind Solar Gas Gas Gas Gas Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermediate Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking Peaking (h) (h) (h) (h) (f) (h) 7 7 6 5 2 1 1,070 760 404 391 268 98 61 60 56 52 51 51 39 30 16 (f) 9,729 Intermittent 47 (f) Intermittent Intermittent Intermediate Intermediate Intermediate Peaking (f) (h) 40 13 1,143 1,115 395 870 3,623 Table of Contents Station (a) Location No. of Units Percent (b) Owned Primary Fuel Type Primary Dispatch Type (c) Net Generation (d) Capacity (MW) New York Nine Mile Point FitzPatrick Ginna Solar New York Total New York Other Antelope Valley Bluestem Shooting Star Albany Green Energy Solar Arizona Bluegrass Ridge California PV Energy 2 Conception Cow Branch Solar Arizona 2 California PV Energy Mountain Home High Mesa Echo 1 Sacramento PV Energy Cassia Wildcat Echo 2 Solar Georgia 2 Tuana Springs Solar Georgia Greensburg Solar Massachusetts Outback Solar Echo 3 Holyoke Solar Three Mile Canyon Loess Hills California PV Energy 3 Denver Airport Solar Solar Net Metering Solar Connecticut Mystic 8, 9 Scriba, NY Scriba, NY Ontario, NY Bethlehem, NY Lancaster, CA Beaver County, OK Kiowa County, KS Albany, GA Various, AZ King City, MO Various, CA Barnard, MO Rock Port, MO Various, AZ Various, CA Glenns Ferry, ID Elmore Co., ID Echo, OR Sacramento, CA Buhl, ID Lovington, NM Echo, OR Various, GA Hagerman, ID Various, GA Greensburg, KS Various, MA Christmas Valley, OR Echo, OR Various, MA Boardman, OR Rock Port, MO Various, CA Denver, CO Uxbridge, MA Various, CT Charlestown, MA 2 1 1 1 1 60 65 1 127 27 89 24 24 56 53 20 19 21 4 14 13 10 8 8 10 10 10 1 6 2 6 4 31 1 1 1 6 50.01 (j) 50.01 (j) 51 51 99 (g)(k) (g) (l) 51 (g) 51 51 (g) (g) 51 51 50.49 51 51 51 51 (g) (g) (g) (g) (g) (g) (g) 51 (g) 51 (g) 50.49 (g) 51 (g) 51 (g) 49 Uranium Uranium Uranium Solar Solar Wind Wind Biomass Solar Wind Solar Wind Wind Solar Solar Wind Wind Wind Solar Wind Wind Wind Solar Wind Solar Wind Solar Solar Wind Solar Wind Wind Solar Solar Solar Solar Gas Base-load Base-load Base-load Intermittent Intermittent Intermittent Intermittent Base-load Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermittent Intermediate 838 842 288 3 (f) (f) (h) 1,971 242 101 53 50 46 29 27 26 26 34 21 21 20 17 30 15 14 10 10 9 8 6 7 6 5 5 5 5 8 4 2 1 1,413 (f) (f) (f) (h) (f) (h) (f) (f) (h) (h) (f) (f) (f) (f) (f) (f) (f) (h) (f) (h) (f) (h) (h) (f) (h) (f) (h) (f) (h) (h) (e) Table of Contents Station (a) Hillabee Mystic 7 Wyman 4 Grand Prairie West Medway West Medway II Framingham Mystic Jet Total Other Total Location Alexander City, AL Charlestown, MA Yarmouth, ME Alberta, Canada West Medway, MA West Medway, MA Framingham, MA Charlestown, MA No. of Units Percent (b) Owned Primary Fuel Type Primary Dispatch Type (c) Net Generation (d) Capacity (MW) 5.9 3 1 1 1 3 2 3 1 Gas Oil/Gas Oil Gas Oil Oil/Gas Oil Intermediate Intermediate Intermediate Peaking Peaking Peaking Peaking (m) (f) 753 512 35 105 124 192 31 Oil Peaking (m) 9 4,037 31,271 __________ (a) All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, and Salem, which are pressurized water reactors. (b) 100%, unless otherwise indicated. (c) Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermittent units are plants with output controlled by the natural variability of the energy resource rather than dispatched based on system requirements. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods. (d) For nuclear stations, capacity reflects the annual mean rating. Fossil stations and wind and solar facilities reflect a summer rating. (e) Generation has announced it will permanently cease generation operations at Byron and Dresden nuclear facilities in 2021 and Mystic Unit 8 and 9 in 2024. See Note 7 — Early Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information. (f) Net generation capacity is stated at proportionate ownership share. (g) Reflects the prior sale of 49% of EGRP to a third party. See Note 23 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information. (h) On December 8, 2020, Generation entered into an agreement with an affiliate of Brookfield Renewable, for the sale of a significant portion of Generation's solar business. The transaction is expected to be completed in the first half of 2021. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to the Consolidated Financial Statements for additional information. (i) Generation has deactivated the site and is evaluating for potential return of service or retirement beyond 2021. (j) Reflects Generation’s interest in CENG, a joint venture with EDF. See ITEM 1. — BUSINESS — Exelon Generation Company, LLC — Nuclear Facilities for additional information. (k) EGRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets. (l) Generation directly owns a 50% interest in the Albany Green Energy station and an additional 49% through the consolidation of a Variable Interest Entity. (m) Generation has plans to retire and cease plant operations in 2021. The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies, or generating units being temporarily out of service for inspection, maintenance, refueling, repairs, or modifications required by regulatory authorities. Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating facilities, see ITEM 1. BUSINESS — Exelon Generation Company, LLC. For its insured losses, Generation is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in Generation’s consolidated financial condition or results of operations. 50 Table of Contents The Utility Registrants The Utility Registrants' electric substations and a portion of their transmission rights are located on property that they own. A significant portion of their electric transmission and distribution facilities are located above or underneath highways, streets, other public places, or property that others own. The Utility Registrants believe that they have satisfactory rights to use those places or property in the form of permits, grants, easements, licenses, and franchise rights; however, they have not necessarily undertaken to examine the underlying title to the land upon which the rights rest. Transmission and Distribution The Utility Registrants’ high voltage electric transmission lines owned and in service at December 31, 2020 were as follows: Voltage (Volts) 765,000 (a) 500,000 345,000 230,000 138,000 115,000 69,000 ComEd 90 — 2,676 — 2,245 — — (a) PECO — 188 — 549 135 — 177 BGE — 216 — 358 55 712 — Circuit Miles Pepco — 109 — 770 61 25 — (a) DPL — 16 — 472 586 — 567 (a) ACE — — — 274 214 — 667 ___________ (a) In addition, PECO, DPL, and ACE have an ownership interest located in Delaware and New Jersey. See Note 9 - Jointly Owned Electric Utility Plant - for additional information. The Utility Registrants' electric distribution system includes the following number of circuit miles of overhead and underground lines: Circuit Miles Overhead Underground ComEd 35,379 32,349 PECO 12,967 9,463 BGE 9,179 17,650 Pepco 4,082 6,949 DPL 6,007 6,360 ACE 7,393 2,984 Gas The following table presents PECO’s, BGE’s, and DPL’s natural gas pipeline miles at December 31, 2020: Transmission Distribution Service piping Total PECO 9 6,946 6,449 13,404 BGE 152 7,443 6,383 13,978 (a) DPL 8 2,142 1,461 3,611 ___________ (a) DPL has a 10% undivided interest in approximately 8 miles of natural gas transmission mains located in Delaware which are used by DPL for its natural gas operations and by 90% owner for distribution of natural gas to its electric generating facilities. 51 Table of Contents The following table presents PECO’s, BGE’s, and DPL’s natural gas facilities: Registrant Facility Location PECO PECO BGE BGE DPL LNG Facility Propane Air Plant LNG Facility Propane Air Plant LNG Facility West Conshohocken, PA Chester, PA Baltimore, MD Baltimore, MD Wilmington, DE Storage Capacity (mmcf) Send-out or Peaking Capacity (mmcf/day) 1,200 105 1,056 550 250 160 25 332 85 25 PECO, BGE, and DPL also own 30, 30, and 10 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout their gas service territory, respectively. First Mortgage and Insurance The principal properties of ComEd, PECO, PEPCO, DPL, and ACE are subject to the lien of their respective Mortgages under which their respective First Mortgage Bonds are issued. See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information. The Utility Registrants maintain property insurance against loss or damage to their properties by fire or other perils, subject to certain exceptions. For their insured losses, the Utility Registrants are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of the Utility Registrants. Exelon Security Measures The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes, and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems. ITEM 3. LEGAL PROCEEDINGS All Registrants The Registrants are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see Note 3 — Regulatory Matters and Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references. 52 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES All Registrants Not Applicable to the Registrants. 53 Table of Contents ITEM 5. Exelon PART II (Dollars in millions except per share data, unless otherwise noted) MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Exelon’s common stock is listed on the Nasdaq (trading symbol: EXC). As of January 31, 2021, there were 976,337,799 shares of common stock outstanding and approximately 91,240 record holders of common stock. Stock Performance Graph The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 2016 through 2020. This performance chart assumes: • • $100 invested on December 31, 2015 in Exelon common stock, the S&P 500 Stock Index, and the S&P Utility Index; and All dividends are reinvested. 54 Table of Contents Exelon Corporation S&P 500 S&P Utilities Generation 2015 $100 $100 $100 Value of Investment at December 31, 2016 $132.81 $111.96 $116.29 2017 $152.79 $136.40 $130.36 2018 $180.80 $130.42 $135.72 2019 $188.53 $171.49 $171.48 2020 $181.20 $203.04 $172.31 As of January 31, 2021, Exelon indirectly held the entire membership interest in Generation. ComEd As of January 31, 2021, there were 127,021,370 outstanding shares of common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. At January 31, 2021, in addition to Exelon, there were 286 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd. PECO As of January 31, 2021, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which were indirectly held by Exelon. BGE As of January 31, 2021, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon. PHI As of January 31, 2021, Exelon indirectly held the entire membership interest in PHI. Pepco As of January 31, 2021, there were 100 outstanding shares of common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon. DPL As of January 31, 2021, there were 1,000 outstanding shares of common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon. ACE As of January 31, 2021, there were 8,546,017 outstanding shares of common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon. All Registrants Dividends Under applicable Federal law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, or ACE may limit the dividends that these companies can distribute to Exelon. ComEd has agreed in connection with a financing arranged through ComEd Financing III that ComEd will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its 55 Table of Contents guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred. PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred. BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred. Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be below 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred. DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be below 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred. ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be below 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred. Exelon’s Board of Directors approved an updated dividend policy for 2021. The 2021 quarterly dividend will remain the same as the 2020 dividend of $0.3825 per share. At December 31, 2020, Exelon had retained earnings of $16,735 million, including Generation’s undistributed earnings of $2,805 million, ComEd’s retained earnings of $1,456 million consisting of retained earnings appropriated for future dividends of $3,095 million, partially offset by $1,639 million of unappropriated accumulated deficits, PECO’s retained earnings of $1,519 million, BGE’s retained earnings of $1,879 million, and PHI's undistributed losses of $68 million. The following table sets forth Exelon’s quarterly cash dividends per share paid during 2020 and 2019: (per share) Exelon Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter $ 0.3825 $ 0.3825 $ 0.3825 $ 0.3825 $ 0.3625 $ 0.3625 $ 0.3625 $ 0.3625 2020 2019 56 Table of Contents The following table sets forth Generation's and PHI's quarterly distributions and ComEd’s, PECO’s, BGE's, Pepco's, DPL's, and ACE's quarterly common dividend payments: (in millions) Generation ComEd PECO BGE PHI Pepco DPL ACE 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 2020 2019 $ 328 $ 126 85 60 102 58 42 3 469 $ 124 85 62 183 73 33 76 469 $ 124 85 62 134 73 14 12 468 $ 125 85 62 134 28 52 23 225 $ 128 90 55 97 40 34 24 225 $ 126 88 57 213 101 35 76 224 $ 127 90 56 88 48 29 12 225 127 90 56 128 24 41 12 First Quarter 2021 Dividend On February 21, 2021, Exelon's Board of Directors declared a regular quarterly dividend of $0.3825 per share on Exelon’s common stock for the first quarter of 2021. The dividend is payable on Monday, March 15, 2021, to shareholders of record of Exelon as of 5 p.m. Eastern time on Monday, March 8, 2021. 57 Table of Contents Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exelon Executive Overview Exelon is a utility services holding company engaged in the generation, delivery, and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE. Exelon has eleven reportable segments consisting of Generation’s five reportable segments (Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions), ComEd, PECO, BGE, Pepco, DPL, and ACE. See Note 1 — Significant Accounting Policies and Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon's principal subsidiaries and reportable segments. Exelon’s consolidated financial information includes the results of its eight separate operating subsidiary registrants, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, which, along with Exelon, are collectively referred to as the Registrants. The following combined Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes results for the year ended December 31, 2020 compared to the year ended December 31, 2019, and is separately filed by Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE. However, none of the Registrants makes any representation as to information related solely to any of the other Registrants. For discussion of the year ended December 31, 2019 compared to the year ended December 31, 2018, refer to ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the 2019 Form 10-K, which was filed with the SEC on February 11, 2020. COVID-19. The Registrants have taken steps to mitigate the potential risks posed by the global outbreak (pandemic) of COVID-19. The Registrants provide a critical service to our customers which means that it is paramount that we keep our employees who operate our businesses safe and minimize unnecessary risk of exposure to the virus. The Registrants have taken extra precautions for our employees who work in the field and for employees who continue to work in our facilities. The Registrants have implemented work from home policies where appropriate, and imposed travel limitations on their employees. In addition, the Registrants have updated existing business continuity plans in the context of this pandemic. The Registrants continue to implement strong physical and cyber-security measures to ensure that our systems remain functional in order to both serve our operational needs with a remote workforce and keep them running to ensure uninterrupted service to our customers. There were no changes in internal control over financial reporting in 2020 as a result of COVID-19 that materially affected, or are reasonably likely to materially affect, any of the Registrants’ internal control over financial reporting. See ITEM 9A. CONTROLS AND PROCEDURES for additional information. Unfavorable economic conditions due to COVID-19 have impacted the demand for electricity and natural gas at Generation and the Utility Registrants, which has resulted in a decrease in operating revenues. As a result of COVID-19, Generation temporarily suspended interruption of service for all retail residential customers for non-payment and temporarily ceased new late payment fees for all retail customers from March to May of 2020. Starting in March of 2020, the Utility Registrants also temporarily suspended customer disconnections for non-payment and temporarily ceased new late payment fees for all customers and restored service to customers upon request who were disconnected in the last twelve months. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on such measures at the Utility Registrants. At Generation, such measures resulted in an increase in credit loss expense. ComEd and ACE recorded regulatory assets for the incremental credit loss expense based on existing mechanisms. BGE, PECO, Pepco, and DPL also recorded regulatory assets for substantially all the incremental credit loss expense incurred in 2020. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. 58 Table of Contents Generation and the Utility Registrants have also incurred direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of their employees. At Generation and PECO, such costs are recorded as Operating and maintenance expense and are excluded from Adjusted (non-GAAP) Operating Earnings. At ComEd, BGE, Pepco, DPL, and ACE, such costs are primarily recorded as regulatory assets. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. The estimated impact to Generation’s and the Utility Registrants’ Net income is approximately $170 million and $75 million for the year ended December 31, 2020, respectively. To offset the unfavorable impacts from COVID-19, the Registrants identified approximately $250 million in cost savings across Generation and the Utility Registrants in 2020. The cost savings achieved in 2020 were higher than originally anticipated. The Registrants rely on the capital markets for publicly offered debt as well as the commercial paper markets to meet their financial commitments and short- term liquidity needs. As a result of the disruptions in the commercial paper markets in March of 2020, Generation borrowed $1.5 billion on its revolving credit facility to refinance commercial paper, which Generation repaid on April 3, 2020. Generation also entered into two short-term loan agreements in March of 2020 for an aggregate of $500 million. On April 8, 2020, Generation received approximately $500 million in cash after entering into an accounts receivable financing arrangement. On April 24, 2020, Exelon Corporate entered into a credit agreement establishing a $550 million 364-day revolving credit facility to be used as an additional source of short-term liquidity. In addition, the Registrants issued long-term debt of $5.3 billion and were able to successfully complete their planned long-term debt issuances in 2020. See Liquidity and Capital Resources, Note 17 — Debt and Credit Agreements, and Note 6 — Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants assessed long-lived assets, goodwill, and investments for recoverability and there were no material impairment charges recorded in 2020 as a result of COVID-19. See Note 12 — Asset Impairments for additional information related to other impairment assessments in the third quarter of 2020. Certain assumptions are highly sensitive to changes. Changes in significant assumptions could potentially result in future impairments, which could be material. This is an evolving situation that could lead to extended disruption of economic activity in our markets. The Registrants will continue to monitor developments affecting their workforce, customers, and suppliers and will take additional precautions that they determine to be necessary in order to mitigate the impacts. The extent to which COVID-19 may impact the Registrants’ ability to operate their generating and transmission and distribution assets, the ability to access capital markets, and results of operations, including demand for electricity and natural gas, will depend on the spread and proliferation of COVID-19 around the world and future developments, which are highly uncertain and cannot be predicted at this time. 59 Table of Contents Financial Results of Operations GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net Income attributable to common shareholders by Registrant for the year ended December 31, 2020 compared to the same period in 2019. For additional information regarding the financial results for the years ended December 31, 2020 and 2019 see the discussions of Results of Operations by Registrant. Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Other (a) 2020 2019 (Unfavorable) Favorable Variance $ 1,963 $ 589 438 447 349 495 266 125 112 (355) 2,936 $ 1,125 688 528 360 477 243 147 99 (242) (973) (536) (250) (81) (11) 18 23 (22) 13 (113) __________ (a) Primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities, and other financing and investing activities. Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income attributable to common shareholders decreased by $973 million and diluted earnings per average common share decreased to $2.01 in 2020 from $3.01 in 2019 primarily due to: • • • • • • • • • • • One-time charges and accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially offset by the absence of accelerated depreciation and amortization due to the early retirement of TMI in September 2019; Impairment of the New England asset group; Payments that ComEd made under the Deferred Prosecution Agreement. See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information; Lower capacity revenue; Reduction in load due to COVID-19 at Generation; Lower realized energy prices; Higher nuclear outage days; Impact of Generation's annual update to the nuclear ARO for Non-Regulatory Agreement Units; Lower net unrealized and realized gains on NDT funds; COVID-19 direct costs; Lower electric distribution earnings from lower allowed ROE due to a decrease in treasury rates, partially offset by higher rate base at ComEd; 60 Table of Contents • • • Higher storm costs related to the June 2020 and August 2020 storms at PECO, net of tax repairs, and related to the August 2020 storm at DPL; Unfavorable weather conditions at PECO, DPL Delaware, and ACE; and A net increase in depreciation and amortization expense due to ongoing capital expenditures at PECO, BGE, Pepco, DPL, and ACE, partially offset at Generation due to the impact of extending the operating license at Peach Bottom. The decreases were partially offset by; • • • • • • Higher mark-to-market gains; Unrealized gains resulting from equity investments without readily determinable fair values that became publicly traded entities in the fourth quarter and were fair valued based on quoted market prices of the stocks as of December 31, 2020; Lower operating and maintenance expense at Generation primarily due to previous cost management programs, lower contracting costs, and lower travel costs, partially offset by lower NEIL insurance distributions; Lower nuclear fuel costs; A tax benefit related to a settlement in the first quarter of 2020, partially offset by the absence of a tax benefit related to certain research and development activities recorded in the fourth quarter of 2019 at Generation; and Regulatory rate increases at BGE, DPL, and ACE. Adjusted (non-GAAP) Operating Earnings. In addition to net income, Exelon evaluates its operating performance using the measure of Adjusted (non- GAAP) operating earnings because management believes it represents earnings directly related to the ongoing operations of the business. Adjusted (non- GAAP) operating earnings exclude certain costs, expenses, gains and losses, and other specified items. This information is intended to enhance an investor’s overall understanding of year-to-year operating results and provide an indication of Exelon’s baseline operating performance excluding items that are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting of future periods. Adjusted (non-GAAP) operating earnings is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report. 61 Table of Contents The following table provides a reconciliation between Net income attributable to common shareholders as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, 2020 as compared to 2019: (All amounts in millions after tax) Net Income Attributable to Common Shareholders (a) Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $73 and $66, respectively) Unrealized (Gains) Losses Related to NDT Fund Investments (net of taxes of $278 and $269, respectively) Asset Impairments (net of taxes of $135 and $56, respectively) Plant Retirements and Divestitures (net of taxes of $244 and $9, respectively) Cost Management Program (net of taxes of $14 and $17, respectively) Litigation Settlement Gain (net of taxes of $7) Asset Retirement Obligation (net of taxes of $16 and $9, respectively) Change in Environmental Liabilities (net of taxes of $6 and $8, respectively) COVID-19 Direct Costs (net of taxes of $19) Deferred Prosecution Agreement Payments (net of taxes of $0) Acquisition Related Costs (net of taxes of $1) (h) (b) (d) (g) (e) (c) (f) ERP System Implementation Costs (net of taxes of $1) Income Tax-Related Adjustments (entire amount represents tax expense) (j) (i) Noncontrolling Interests (net of taxes of $19 and $26, respectively) Adjusted (non-GAAP) Operating Earnings (k) For the Years Ended December 31, 2020 2019 Earnings per Diluted Share Earnings per Diluted Share $ 1,963 $ 2.01 $ 2,936 $ 3.01 (213) (256) 396 718 45 — 48 18 50 200 4 3 71 103 (0.22) (0.26) 0.41 0.74 0.05 — 0.05 0.02 0.05 0.20 — — 0.07 0.11 197 (299) 123 118 51 (19) (84) 20 — — — — 5 90 $ 3,149 $ 3.22 $ 3,139 $ 0.20 (0.31) 0.13 0.12 0.05 (0.02) (0.09) 0.02 — — — — 0.01 0.09 3.22 __________ Note: Amounts may not sum due to rounding. Unless otherwise noted, the income tax impact of each reconciling item between GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates for each Registrant, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all items except the unrealized gains and losses related to NDT funds, the marginal statutory income tax rates for 2020 and 2019 ranged from 26.0% to 29.0%. Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized gains and losses related to NDT funds were 52.1% and 47.3% for the years ended December 31, 2020 and 2019, respectively. (a) Reflects the impact of net unrealized gains and losses on Generation’s NDT fund investments for Non-Regulatory and Regulatory Agreement Units. The impacts of the (b) (c) Regulatory Agreement Units, including the associated income taxes, are contractually eliminated, resulting in no earnings impact. In 2020, reflects an impairment at ComEd in the second quarter of 2020 related to the acquisition of transmission assets and an impairment of the New England asset group in the third quarter of 2020. In 2019, primarily reflects the impairment of equity method investments in certain distributed energy companies. The impact of such impairment net of noncontrolling interest is $0.02. In 2020, primarily reflects one-time charges and accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024. In 2019, primarily reflects accelerated depreciation and amortization expenses associated with the early retirement of the TMI nuclear facility and certain fossil sites and the loss on the sale of Oyster Creek to Holtec, partially offset by net realized gains related to Oyster Creek's NDT fund investments, a net benefit associated with remeasurements of the TMI ARO, and a gain on the sale of certain wind assets. (d) Primarily represents reorganization and severance costs related to cost management programs. 62 Table of Contents (e) Reflects an adjustment to Generation's nuclear ARO for Non-Regulatory Agreement Units resulting from the annual update. (f) Represents direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees. (g) Reflects the payments made by ComEd under the Deferred Prosecution Agreement, which ComEd entered into on July 17, 2020 with the U.S. Attorney’s Office for the Northern District of Illinois. (h) Reflects costs related to the acquisition of EDF's interest in CENG. (i) Reflects costs related to a multi-year ERP system implementation. (j) Primarily reflects the adjustment to deferred income taxes due to changes in forecasted apportionment. (k) Represents elimination from Generation’s results of the noncontrolling interests related to certain exclusion items. In 2020, primarily related to unrealized gains and losses on NDT fund investments for CENG units. In 2019, primarily related to the impact of unrealized gains on NDT fund investments and the impact of the Generation's annual nuclear ARO update for CENG units, partially offset by the impairment of certain equity investments in distributed energy companies. Significant 2020 Transactions and Developments Planned Separation On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation, creating two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separation gives each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy. See Note 26 — Subsequent Events of the Combined Notes to Consolidated Financial Statements for additional information. Impacts of February 2021 Weather Events and Texas-based Generating Assets Outages Beginning on February 15, 2021, Generation’s Texas-based generating assets within the ERCOT market, specifically Colorado Bend II, Wolf Hollow II, and Handley, experienced periodic outages as a result of historically severe cold weather conditions. In addition, those weather conditions drove increased demand for service, limited the availability of natural gas to fuel power plants, and dramatically increased wholesale power and gas prices. Exelon and Generation estimate the impact to their Net income for the first quarter of 2021 arising from these market and weather conditions to be approximately $560 million to $710 million. The estimated impact includes favorable results in certain regions within Generation’s wholesale gas business. The ultimate impact to Exelon’s and Generation’s consolidated financial statements may be affected by a number of factors, including final settlement data, the impacts of customer and counterparty credit losses, any state sponsored solutions to address the financial challenges caused by the event, and litigation and contract disputes which may result. Exelon expects to offset between $410 million and $490 million of this impact primarily at Generation through a combination of enhanced revenue opportunities, deferral of selected non-essential maintenance, and primarily one-time cost savings. See Note 26 — Subsequent Events of the Combined Notes to Consolidated Financial Statements for additional information. Agreement for Sale of Generation’s Solar Business On December 8, 2020, Generation entered into an agreement with an affiliate of Brookfield Renewable, for the sale of a significant portion of Generation’s solar business, including 360 megawatts of generation in operation or under construction across more than 600 sites across the United States, for a purchase price of $810 million. Completion of the transaction is expected to occur in the first half of 2021. Generation will retain certain solar assets not included in this agreement, primarily Antelope Valley. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information. 63 Table of Contents Early Retirement of Generation Facilities In August 2020, Generation announced that it intends to retire the Byron Generating Station in September 2021, Dresden Generating Station in November 2021, and Mystic Units 8 and 9 at the expiration of the cost of service commitment in May 2024. As a result, in the third quarter of 2020, Exelon and Generation recognized a $500 million impairment of its New England asset group and one-time non-cash charges for Byron, Dresden, and Mystic related to materials and supplies inventory reserve adjustments, employee-related costs, and construction work-in-progress impairments, among other items. In addition, there will be ongoing annual financial impacts stemming from shortening the expected economic useful lives of these facilities, primarily related to accelerated depreciation of plant assets (including any ARC) and accelerated amortization of nuclear fuel. Such ongoing charges are excluded from Adjusted (non-GAAP) Operating Earnings. The following table summarizes the incremental expense recorded for the year ended December 31, 2020 and the estimated amounts of incremental expense expected to be incurred through the retirement dates. Income statement expense (pre-tax) Actual 2020 2021 2022 2023 2024 Projected (a) Depreciation and amortization (b) Accelerated depreciation Accelerated nuclear fuel amortization Operating and maintenance One-time charges Other charges Contractual offset (d) (c) Total $ $ 921 $ 60 277 35 (364) 929 $ 2,070 $ 170 30 10 (475) 1,805 $ 110 $ — 10 10 — 130 $ 120 $ — — 10 — 130 $ 50 — 20 5 — 75 _________ (a) Actual results may differ based on incremental future capital additions, actual units of production for nuclear fuel amortization, future revised ARO assumptions, etc. (b) Reflects incremental accelerated depreciation of plant assets, including any ARC. (c) Reflects primarily the net impacts associated with the remeasurement of the ARO for Dresden. See Note 10 – Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information. (d) Reflects contractual offset for ARO accretion, ARC depreciation, and net impacts associated with the remeasurement of the ARO for Byron and Dresden. Based on the regulatory agreement with the ICC, decommissioning-related activities are offset within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income as long as the net cumulative decommissioning-related activities result in a regulatory liability at ComEd. Recognition of a regulatory asset for nuclear decommissioning-related activities at ComEd is not permissible. The offset results in an equal adjustment to the noncurrent payables to ComEd at Generation and an adjustment to the regulatory liabilities at ComEd. See Note 10 – Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information. Deferred Prosecution Agreement On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement (DPA) with the U.S. Attorney’s Office for the Northern District of Illinois (USAO) to resolve the USAO’s investigation into ComEd’s lobbying activities in the State of Illinois. Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to certain obligations of ComEd, including payment to the United States Treasury of $200 million, with $100 million payable within thirty days of the filing of the DPA with the United States District Court for the Northern District of Illinois and an additional $100 million within ninety days of such filing date. The payments will not be recovered in rates or charged to customers, and ComEd will not seek or accept reimbursement or indemnification from any source other than Exelon. See Note 19 — Commitments and Contingencies for additional information. 64 Table of Contents Utility Distribution Base Rate Case Proceedings The Utility Registrants file base rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future financial statements. The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in 2020. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these and other regulatory proceedings. Completed Distribution Base Rate Case Proceedings Registrant/Jurisdiction Filing Date Service Requested Revenue Requirement (Decrease) Increase Approved Revenue Requirement (Decrease) Increase ComEd - Illinois April 8, 2019 Electric $ (6) $ ComEd - Illinois April 16, 2020 Electric BGE - Maryland DPL - Maryland DPL - Delaware May 15, 2020 (amended September 11, 2020) Electric Natural Gas December 5, 2019 (amended April 23, 2020) February 21, 2020 (amended October 9, 2020) Electric Natural Gas (11) 137 91 17 7 65 (17) (14) 81 21 12 2 Approved ROE Approval Date Rate Effective Date 8.91 % 8.38 % 9.50 % 9.65 % December 4, 2019 December 9, 2020 January 1, 2020 January 1, 2021 December 16, 2020 January 1, 2021 9.60 % July 14, 2020 July 16, 2020 9.60 % January 6, 2021 September 21, 2020 Table of Contents Pending Distribution Base Rate Case Proceedings Registrant/Jurisdiction Filing Date Service Requested Revenue Requirement Increase PECO - Pennsylvania Pepco - District of Columbia Pepco - Maryland DPL - Delaware ACE - New Jersey September 30, 2020 May 30, 2019 (amended June 1, 2020) October 26, 2020 March 6, 2020 (amended February 2, 2021) December 9, 2020 Natural Gas $ Electric Electric Electric Electric Transmission Formula Rates 69 136 110 23 67 Requested ROE Expected Approval Timing 10.95 % Second quarter of 2021 9.7 % Second quarter of 2021 10.2 % 10.3 % 10.3 % Second quarter of 2021 Third quarter of 2021 Fourth quarter of 2021 The following total increases/(decreases) were included in the Utility Registrants' 2020 annual electric transmission formula rate updates. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Registrant Initial Revenue Requirement Increase/(Decrease) Annual Reconciliation Decrease Total Revenue Requirement Increase/(Decrease) Allowed Return on Rate Base Allowed ROE ComEd PECO BGE Pepco DPL ACE $ 18 $ 5 16 2 (4) 5 (4) $ (28) (3) (46) (40) (25) 14 (23) 4 (44) (44) (20) 8.17 % 7.47 % 7.26 % 7.81 % 7.20 % 7.40 % 11.50 % 10.35 % 10.50 % 10.50 % 10.50 % 10.50 % Sales of Customer Accounts Receivable On April 8, 2020, NER, a bankruptcy remote, special purpose entity, which is wholly owned by Generation, entered into an accounts receivable financing facility with a number of financial institutions and a commercial paper conduit to sell certain customer accounts receivables. Generation received approximately $500 million of cash in accordance with the initial sale of approximately $1.2 billion receivables. See Note 6 — Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information. Exelon’s Strategy and Outlook On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation, creating two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separation gives each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy. See Note 26 — Subsequent Events of the Combined Notes to Consolidated Financial Statements for additional information. In 2021, the businesses remain focused on maintaining industry leading operational excellence, meeting or exceeding their financial commitments, ensuring timely recovery on investments to enable customer benefits, supporting enactment of clean energy policies, and continued commitment to corporate responsibility. Exelon’s utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The Utility Registrants only invest in rate base where it provides a benefit to customers and the community by improving reliability and the service experience or otherwise meeting customer needs. The Utility Registrants make these investments at the lowest 66 Table of Contents reasonable cost to customers. Exelon seeks to leverage its scale and expertise across the utilities platform through enhanced standardization and sharing of resources and best practices to achieve improved operational and financial results. Additionally, the Utility Registrants anticipate making significant future investments in smart grid technology, transmission projects, gas infrastructure, and electric system improvement projects, providing greater reliability and improved service for our customers and a stable return for the company. Generation’s competitive businesses create value for customers by providing innovative energy solutions and reliable, clean, and affordable energy. Generation’s electricity generation strategy is to pursue opportunities that provide stable revenues and match supply to customers. Generation leverages its energy generation portfolio to deliver energy to both wholesale and retail customers. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Its generation fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic and supply source diversity. These factors help Generation mitigate the current challenging conditions in competitive energy markets. Various market, financial, regulatory, legislative and operational factors could affect the Registrants' success in pursuing their strategies. Exelon continues to assess infrastructure, operational, commercial, policy, and legal solutions to these issues. One key issue is ensuring the ability to properly value nuclear generation assets in the market, solutions to which Exelon is actively pursuing in a variety of jurisdictions and venues. See ITEM 1A. RISK FACTORS for additional information regarding market and financial factors. Growth Opportunities Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets and markets, leveraging Exelon’s expertise in those areas and offering sustainable returns. Regulated Energy Businesses. The Utility Registrants anticipate investing approximately $27 billion over the next four years in electric and natural gas infrastructure improvements and modernization projects, including smart grid technology, storm hardening, advanced reliability technologies, and transmission projects, which is projected to result in an increase to current rate base of approximately $15 billion by the end of 2024. The Utility Registrants invest in rate base where beneficial to customers and the community by increasing reliability and the service experience or otherwise meeting customer needs. These investments are made at the lowest reasonable cost to customers. Competitive Energy Businesses. Generation continually assesses the optimal structure and composition of its generation assets as well as explores wholesale and retail opportunities within the power and gas sectors. Generation’s strategy is to ensure appropriate valuation of its generation assets, in part through public policy efforts, identify and capitalize on opportunities that match supply to customers as a means to provide stable earnings, and identify emerging technologies where strategic investments provide the option for significant future growth or influence in market development. Other Key Business Drivers and Management Strategies Utility Rates and Rate Proceedings The Utility Registrants file rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows, and financial positions. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these regulatory proceedings. Power Markets Price of Fuels The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves, which places downward pressure on natural gas prices and, therefore, on wholesale and retail power prices, which results in a reduction in Exelon’s revenues. Forward natural gas prices have declined significantly 67 Table of Contents over the last several years; in part reflecting an increase in supply due to strong natural gas production (due to shale gas development). Section 232 Uranium Petition On January 16, 2018, two Canadian-owned uranium mining companies with operations in the U.S. jointly submitted a petition to the U.S. Department of Commerce ("DOC") seeking relief under Section 232 of the Trade Expansion Act of 1962 from imports of uranium products, alleging that these imports threaten national security. The United States Nuclear Fuel Working Group ("Working Group") report was made public on April 23, 2020. The Working Group report states that nuclear power is intrinsically tied to national security, and promises that the U.S. government will take bold actions to strengthen all parts of the nuclear fuel industry in the U.S. It recommends the Agreement Suspending the Antidumping Investigation on Uranium from the Russian Federation (the “Russian Suspension Agreement” or "RSA") be extended and to consider reducing the amount of Russian imports of nuclear fuel. The Russian Suspension Agreement is the historical resolution of a 1991 DOC investigation that found that the Russians had been selling or “dumping” cheap uranium products into the U.S. The RSA has been amended several times in the intervening years to allow Russia to supply limited amounts of uranium products into the U.S. It was set to expire at the end of 2020, but was amended on October 5, 2020 to extend for another 20 years. The Working Group report should be viewed as policy recommendations that may be implemented by executive agencies, congress, and or regulatory bodies. Exelon and Generation cannot currently predict the outcome of all of the policy changes recommended by the Working Group. Complaint at FERC Seeking to Alter Capacity Market Default Offer Caps On February 21, 2019, PJM's Independent Market Monitor (IMM) filed a complaint alleging that the number of performance assessment intervals used to calculate the default offer cap for bids to supply capacity in PJM is too high, resulting in an overstated default offer cap that obviates the need for most sellers to seek unit-specific approval of their offers. The IMM claims that this allows for the exercise of market power. The IMM asks FERC to require PJM to reduce the number of performance assessment intervals used to calculate the opportunity costs of a capacity supplier assuming a capacity obligation. This would, in turn, lower the default offer cap and allow the IMM to review more offers on a unit-specific basis. It is too early to predict the final outcome of this proceeding or its potential financial impact, if any, on Exelon or Generation. Energy Demand Load growth at the Utility Registrants is driven by recovery from COVID-19 impacts. ComEd and PECO are projecting modest growth in load of 2.5% and 1.8%, respectively, in 2021 as compared to reduced load in 2020. BGE, Pepco, DPL, and ACE are projecting slower growth as prolonged COVID-19 impacts decrease load by (2.0)%, (0.8)%, (0.9)%, and (2.4)%, respectively, in 2021 compared to 2020. Retail Competition Generation’s retail operations compete for customers in a competitive environment, which affect the margins that Generation can earn and the volumes that it is able to serve. Forward natural gas and power prices are expected to remain low and thus we expect retail competitors to stay aggressive in their pursuit of market share, and that wholesale generators (including Generation) will continue to use their retail operations to hedge generation output. Hedging Strategy Exelon’s policy to hedge commodity risk on a ratable basis over three-year periods is intended to reduce the financial impact of market price volatility. Generation is exposed to commodity price risk associated with the unhedged portion of its electricity portfolio. Generation enters into non-derivative and derivative contracts, including financially-settled swaps, futures contracts and swap options, and physical options and physical forward contracts, all with credit-approved counterparties, to hedge this anticipated exposure. As of December 31, 2020, the percentage of expected generation hedged for the Mid- Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for 2021. Generation has been and will continue to be proactive in using hedging strategies to mitigate commodity price risk. 68 Table of Contents Generation procures natural gas through long-term and short-term contracts and spot-market purchases. Nuclear fuel assemblies are obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Approximately 60% of Generation’s uranium concentrate requirements from 2021 through 2025 are supplied by three suppliers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentrate can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s consolidated financial statements. See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements and ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information. The Utility Registrants mitigate commodity price risk through regulatory mechanisms that allow them to recover procurement costs from retail customers. Other Legislative and Regulatory Developments Illinois Clean Energy Progress Act On March 14, 2019, the Clean Energy Progress Act was introduced in the Illinois General Assembly to preserve Illinois’ clean energy choices arising from FEJA and empower the IPA to conduct capacity procurements outside of PJM’s base residual auction process, while utilizing the FRR provisions in PJM's tariffs which are still subject to penalties and other obligations under the PJM tariffs. The most significant provisions of the proposed legislation are as follows: (1) it allows the IPA to procure capacity directly from clean energy resources that have previously sold ZECs or RECs, including certain of Generation’s nuclear plants in Illinois, or from new clean energy resources, (2) it establishes a goal of achieving 100% carbon-free power in the ComEd service territory by 2032, and (3) it implements reforms to enhance consumer protections in the state’s competitive retail electricity and natural gas markets, including Generation’s retail customers. Energy legislation has also been proposed by other stakeholders in 2019 and 2020, including renewable resource developers, environmental advocates, and coal-fueled generators. Lawmakers focused their efforts on understanding all of the various legislative proposals with the goal of developing a single comprehensive energy package for ultimate consideration by the General Assembly and Governor Pritzker. Due to the COVID-19 pandemic, the legislative calendar during 2020 was severely curtailed stalling progress on comprehensive energy legislation. The fall 2020 veto session was cancelled. The next opportunity for the General Assembly to consider development of comprehensive energy legislation appears to come during the 2021 spring legislative session. Exelon and Generation will work with legislators and stakeholders and cannot predict the outcome or the potential financial impact, if any, on Exelon or Generation. Nuclear Powers Act of 2019 On April 12, 2019, the Nuclear Powers America Act of 2019 was introduced to the United States Congress, which expands the current investment tax credit to existing nuclear power plants. The proposed legislation would provide a credit equal to 30% of continued capital investment in certain nuclear energy- related expenditures, including capital expenses and nuclear fuel, starting from tax years 2019 through 2023. Thereafter, the credit rate would be reduced to 26% in 2024, 22% in 2025, and 10% in 2026 and beyond. To qualify for the credit, the plant must be currently operational and must have applied for an operating license renewal before 2026. Exelon and Generation are working with legislators and stakeholders and cannot predict the outcome or the potential financial impact, if any, on Exelon or Generation. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with GAAP requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the financial statements. Management believes that the accounting policies described below require significant judgment in their application, or incorporate estimates and assumptions that are inherently 69 Table of Contents uncertain and that may change in subsequent periods. Additional information of the application of these accounting policies can be found in the Combined Notes to Consolidated Financial Statements. Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation) Generation’s ARO associated with decommissioning its nuclear units was $11.9 billion at December 31, 2020. The authoritative guidance requires that Generation estimate its obligation for the future decommissioning of its nuclear generating plants. To estimate that liability, Generation uses an internally- developed, probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning outcome scenarios. As a result of recent nuclear plant retirements in the industry, nuclear operators and third-party service providers are obtaining more information about costs associated with decommissioning activities. At the same time, regulators are gaining more information about decommissioning activities which could result in changes to existing decommissioning requirements. In addition, as more nuclear plants are retired, it is possible that technological advances will be identified that could create efficiencies and lead to a reduction in decommissioning costs. The availability of NDT funds could impact the timing of the decommissioning activities. Additionally, certain factors such as changes in regulatory requirements during plant operations or the profitability of a nuclear plant could impact the timing of plant retirements. These factors could result in material changes to Generation’s current estimates as more information becomes available and could change the timing of plant retirements and the probability assigned to the decommissioning outcome scenarios. The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions: Decommissioning Cost Studies. Generation uses unit-by-unit decommissioning cost studies to provide a marketplace assessment of the expected costs (in current year dollars) and timing of decommissioning activities, which are validated by comparison to current decommissioning projects within the industry and other estimates. Decommissioning cost studies are updated, on a rotational basis, for each of Generation’s nuclear units at least every five years, unless circumstances warrant more frequent updates. As part of the annual cost study update process, Generation evaluates newly assumed costs or substantive changes in previously assumed costs to determine if the cost estimate impacts are sufficiently material to warrant application of the updated estimates to the AROs across the nuclear fleet outside of the normal five-year rotating cost study update cycle. Cost Escalation Factors. Generation uses cost escalation factors to escalate the decommissioning costs from the decommissioning cost studies discussed above through the assumed decommissioning period for each of the units. Cost escalation studies, updated on an annual basis, are used to determine escalation factors, and are based on inflation indices for labor, equipment and materials, energy, LLRW disposal, and other costs. All of the nuclear AROs are adjusted each year for the updated cost escalation factors. Probabilistic Cash Flow Models. Generation’s probabilistic cash flow models include the assignment of probabilities to various scenarios for decommissioning cost levels, decommissioning approaches, and timing of plant shutdown on a unit-by-unit basis. Probabilities assigned to cost levels include an assessment of the likelihood of costs 20% higher (high-cost scenario) or 15% lower (low-cost scenario) than the base cost scenario. The assumed decommissioning scenarios include the following three alternatives: (1) DECON which assumes decommissioning activities begin shortly after the cessation of operation, (2) Shortened SAFSTOR generally has a 30-year delay prior to onset of decommissioning activities, and (3) SAFSTOR which assumes the nuclear facility is placed and maintained in such condition that the nuclear facility can be safely stored and subsequently decontaminated generally within 60 years after cessation of operations. In each decommissioning scenario, spent fuel is transferred to dry cask storage as soon as possible until DOE acceptance for disposal. The actual decommissioning approach selected once a nuclear facility is shutdown will be determined by Generation at the time of shutdown and may be influenced by multiple factors including the funding status of the NDT fund at the time of shutdown. The assumed plant shutdown timing scenarios include the following four alternatives: (1) the probability of operating through the original 40-year nuclear license term, (2) the probability of operating through an extended 70 Table of Contents 60-year nuclear license term (regardless of whether such 20-year license extension has been received for each unit), (3) the probability of a second, 20-year license renewal for some nuclear units, and (4) the probability of early plant retirement for certain sites due to changing market conditions and regulatory environments. As power market and regulatory environment developments occur, Generation evaluates and incorporates, as necessary, the impacts of such developments into its nuclear ARO assumptions and estimates. Generation’s probabilistic cash flow models also include an assessment of the timing of DOE acceptance of SNF for disposal. Generation currently assumes DOE will begin accepting SNF in 2035. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a site location and develop the necessary infrastructure for long-term SNF storage. For additional information regarding the estimated date when DOE will begin accepting SNF, see Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Discount Rates. The probability-weighted estimated future cash flows for the various assumed scenarios are discounted using credit-adjusted, risk-free rates (CARFR) applicable to the various businesses in which each of the nuclear units originally operated. Generation initially recognizes an ARO at fair value and subsequently adjusts it for changes to estimated costs, timing of future cash flows and modifications to decommissioning assumptions. The ARO is not required or permitted to be re-measured for changes in the CARFR that occur in isolation. Increases in the ARO as a result of upward revisions in estimated undiscounted cash flows are considered new obligations and are measured using a current CARFR as the increase creates a new cost layer within the ARO. Any decrease in the estimated undiscounted future cash flows relating to the ARO are treated as a modification of an existing ARO cost layer and, therefore, is measured using the average historical CARFR rates used in creating the initial ARO cost layers. If Generation’s future nominal cash flows associated with the ARO were to be discounted at current prevailing CARFR, the obligation would increase from approximately $11.9 billion to approximately $15.0 billion. The following table illustrates the significant impact that changes in the CARFR, when combined with changes in projected amounts and expected timing of cash flows, can have on the valuation of the ARO (dollars in millions): Change in the CARFR applied to the annual ARO update 2019 CARFR rather than the 2020 CARFR 2020 CARFR increased by 50 basis points 2020 CARFR decreased by 50 basis points (Decrease) Increase to ARO at December 31, 2020 $ (370) (390) 490 ARO Sensitivities. Changes in the assumptions underlying the ARO could materially affect the decommissioning obligation. The impact to the ARO of a change in any one of these assumptions is highly dependent on how the other assumptions may correspondingly change. The following table illustrates the effects of changing certain ARO assumptions while holding all other assumptions constant (dollars in millions): Change in ARO Assumption Increase to ARO at December 31, 2020 Cost escalation studies Uniform increase in escalation rates of 50 basis points Probabilistic cash flow models Increase the estimated costs to decommission the nuclear plants by 10 percent Increase the likelihood of the DECON scenario by 10 percent and decrease the likelihood of the SAFSTOR scenario by 10 percent Shorten each unit's probability weighted operating life assumption by 10 percent Extend the estimated date for DOE acceptance of SNF to 2040 (a) (b) $ 2,560 1,050 610 1,690 280 __________ (a) Excludes any sites in which management has committed to a specific decommissioning approach. (b) Excludes any retired sites. 71 Table of Contents See Note 1 — Significant Accounting Policies, Note 7 — Early Plant Retirements and Note 10 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding accounting for nuclear AROs. Goodwill (Exelon, ComEd, and PHI) As of December 31, 2020, Exelon’s $6.7 billion carrying amount of goodwill consists primarily of $2.6 billion at ComEd and $4 billion at PHI. These entities are required to perform an assessment for possible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount. A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is assessed for impairment. ComEd has a single operating segment and reporting unit. PHI’s operating segments and reporting units are Pepco, DPL, and ACE. See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information. Exelon's and ComEd’s goodwill has been assigned entirely to the ComEd reporting unit. Exelon's and PHI’s goodwill has been assigned to the Pepco, DPL, and ACE reporting units in the amounts of $2.1 billion, $1.4 billion, and $0.5 billion, respectively. See Note 13 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessments, Exelon, ComEd, and PHI evaluate, among other things, management's best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, including the discount rate and regulated utility peer EBITDA multiples, and the passing margin from their last quantitative assessments performed. Application of the goodwill impairment assessment requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, and projected operating and capital cash flows for ComEd’s, Pepco's, DPL's, and ACE's businesses and the fair value of debt. While the 2020 annual assessments indicated no impairments, certain assumptions used in the assessment are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon’s, ComEd's, or PHI’s goodwill, which could be material. See Note 1 — Significant Accounting Policies and Note 13 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Unamortized Energy Contract Assets and Liabilities (Exelon, Generation, and PHI) Unamortized energy contract assets and liabilities represent the remaining unamortized balances of non-derivative energy contracts that Generation has acquired and the electricity contracts Exelon acquired as part of the PHI merger. The initial amount recorded represents the fair value of the contracts at the time of acquisition. At Exelon and PHI, offsetting regulatory assets or liabilities were also recorded for those energy contract costs that are probable of recovery or refund through customer rates. The unamortized energy contract assets and liabilities and any corresponding regulatory assets or liabilities, respectively, are amortized over the life of the contract in relation to the expected realization of the underlying cash flows. Amortization of the unamortized energy contract assets and liabilities is recorded through purchased power and fuel expense or operating revenues, depending on the nature of the underlying contract. See Note 3 — Regulatory Matters and Note 13 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Impairment of Long-Lived Assets (All Registrants) All Registrants regularly monitor and evaluate the carrying value of long-lived assets and asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of potential impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, an asset remaining idle for more than a short period of time, specific regulatory disallowance, advances in technology, plans to dispose of a long-lived asset 72 Table of Contents significantly before the end of its useful life, and financial distress of a third party for assets contracted with them on a long-term basis, among others. The review of long-lived assets and asset groups for impairment utilizes significant assumptions about operating strategies and estimates of future cash flows, which require assessments of current and projected market conditions. For the generation business, forecasting future cash flows requires assumptions regarding forecasted commodity prices for the sale of power and purchases of fuel and the expected operations of assets. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could potentially result in material future impairments. An impairment evaluation is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets or asset groups are largely independent of the cash flows of other assets and liabilities. For the generation business, the lowest level of independent cash flows is determined by the evaluation of several factors, including the geographic dispatch of the generation units and the hedging strategies related to those units as well as the associated intangible assets or liabilities recorded on the balance sheet. The cash flows from the generating units are generally evaluated at a regional portfolio level with cash flows generated from the customer supply and risk management activities, including cash flows from related intangible assets and liabilities on the balance sheet. In certain cases, generating assets may be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations are independent of other generating assets (typically contracted renewables). For such assets the financial viability of the third party, including the impact of bankruptcy on the contract, may be a significant assumption in the assessment. On a quarterly basis, Generation assesses its long-lived assets or asset groups for indicators of impairment. If indicators are present for a long-lived asset or asset group, a comparison of the undiscounted expected future cash flows to the carrying value is performed. When the undiscounted cash flow analysis indicates the carrying value of a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value of the long-lived asset or asset group is dependent upon a market participant’s view of the exit price of the assets. This includes significant assumptions of the estimated future cash flows generated by the assets and market discount rates. Events and circumstances often do not occur as expected resulting in differences between prospective financial information and actual results, which may be material. The determination of fair value is driven by both internal assumptions that include significant unobservable inputs (Level 3) such as revenue and generation forecasts, projected capital, and maintenance expenditures and discount rates, as well as information from various public, financial and industry sources. See Note 12 — Asset Impairments of the Combined Notes to Consolidated Financial Statements for a discussion of asset impairment assessments. Depreciable Lives of Property, Plant, and Equipment (All Registrants) The Registrants have significant investments in electric generation assets and electric and natural gas transmission and distribution assets. These assets are generally depreciated on a straight-line basis, using the group, composite, or unitary methods of depreciation. The group approach is typically for groups of similar assets that have approximately the same useful lives and the composite approach is used for heterogeneous assets that have different lives. Under both methods, a reporting entity depreciates the assets over the average life of the assets in the group. The estimation of asset useful lives requires management judgment, supported by formal depreciation studies of historical asset retirement experience. Depreciation studies are generally completed every five years, or more frequently if required by a rate regulator or if an event, regulatory action, or change in retirement patterns indicate an update is necessary. For the Utility Registrants, depreciation studies generally serve as the basis for amounts allowed in customer rates for recovery of depreciation costs. Generally, the Utility Registrants adjust their depreciation rates for financial reporting purposes concurrent with adjustments to depreciation rates reflected in customer rates, unless the depreciation rates reflected in customer rates do not align with management’s judgment as to an appropriate estimated useful life or have not been updated on a timely basis. Depreciation expense and customer rates for ComEd, BGE, Pepco, DPL, and ACE include an estimate of the future costs of dismantling and removing plant from service upon retirement. See Note 3 — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for information regarding regulatory liabilities and assets recorded by ComEd, BGE, Pepco, DPL, and ACE related to removal costs. 73 Table of Contents PECO’s removal costs are capitalized to accumulated depreciation when incurred, and recorded to depreciation expense over the life of the new asset constructed consistent with PECO’s regulatory recovery method. Estimates for such removal costs are also evaluated in the periodic depreciation studies. At Generation, along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated service lives of its generating facilities and reassesses the reasonableness of estimated useful lives whenever events or changes in circumstances warrant. When a determination has been made that an asset will be retired before the end of its current estimated useful life, depreciation provisions will be accelerated to reflect the shortened estimated useful life, which could have a material unfavorable impact on Exelon’s and Generation’s future results of operations. See Note 7 — Early Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information. Changes in estimated useful lives of electric generation assets and of electric and natural gas transmission and distribution assets could have a significant impact on the Registrants’ future results of operations. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding depreciation and estimated service lives of the property, plant, and equipment of the Registrants. Defined Benefit Pension and Other Postretirement Employee Benefits (All Registrants) Exelon sponsors defined benefit pension plans and OPEB plans for substantially all current employees. The measurement of the plan obligations and costs of providing benefits involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. When developing the required assumptions, Exelon considers historical information as well as future expectations. The measurement of benefit obligations and costs is affected by several assumptions including the discount rate, the long-term expected rate of return on plan assets, the anticipated rate of increase of health care costs, Exelon's contributions, the rate of compensation increases, and the long-term expected investment rate credited to employees of certain plans, among others. The assumptions are updated annually and upon any interim remeasurement of the plan obligations. Pension and OPEB plan assets include equity securities, including U.S. and international securities, and fixed income securities, as well as certain alternative investment classes such as real estate, private equity, and hedge funds. Expected Rate of Return on Plan Assets. In determining the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectation regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations. Exelon calculates the amount of expected return on pension and OPEB plan assets by multiplying the EROA by the MRV of plan assets at the beginning of the year, taking into consideration anticipated contributions and benefit payments to be made during the year. In determining MRV, the authoritative guidance for pensions and postretirement benefits allows the use of either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years. For the majority of pension plan assets, Exelon uses a calculated value that adjusts for 20% of the difference between fair value and expected MRV of plan assets. Use of this calculated value approach enables less volatile expected asset returns to be recognized as a component of pension cost from year to year. For OPEB plan assets and certain pension plan assets, Exelon uses fair value to calculate the MRV. Discount Rate. The discount rates are determined by developing a spot rate curve based on the yield to maturity of a universe of high-quality non-callable (or callable with make whole provisions) bonds with similar maturities to the related pension and OPEB obligations. The spot rates are used to discount the estimated future benefit distribution amounts under the pension and OPEB plans. The discount rate is the single level rate that produces the same result as the spot rate curve. Exelon utilizes an analytical tool developed by its actuaries to determine the discount rates. Mortality. The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. Exelon’s mortality assumption utilizes the SOA 2019 base table (Pri- 2012) and MP-2020 improvement scale adjusted to use Proxy SSA ultimate improvement rates. 74 Table of Contents Sensitivity to Changes in Key Assumptions. The following tables illustrate the effects of changing certain of the actuarial assumptions discussed above, while holding all other assumptions constant (dollars in millions): Actuarial Assumption Change in 2020 cost: Discount rate (a) EROA Change in benefit obligation at December 31, 2020: Discount rate (a) Actual Assumption Pension OPEB Change in Assumption 3.34% 3.34% 7.00% 7.00% 2.58% 2.58% 3.31% 3.31% 6.69% 6.69% 2.51% 2.51% 0.5% (0.5)% 0.5% (0.5)% 0.5% (0.5)% Pension OPEB Total $ (52) $ 70 (91) 91 (14) $ 15 (12) 12 (66) 85 (103) 103 (1,410) 1,631 (268) 309 (1,678) 1,940 __________ (a) In general, the discount rate will have a larger impact on the pension and OPEB cost and obligation as the rate moves closer to 0%. Therefore, the discount rate sensitivities above cannot necessarily be extrapolated for larger increases or decreases in the discount rate. Additionally, Exelon utilizes a liability-driven investment strategy for its pension asset portfolio. The sensitivities shown above do not reflect the offsetting impact that changes in discount rates may have on pension asset returns. See Note 1 — Significant Accounting Policies and Note 15 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information regarding the accounting for the defined benefit pension plans and OPEB plans. Regulatory Accounting (Exelon and Utility Registrants) For their regulated electric and gas operations, Exelon and the Utility Registrants reflect the effects of cost-based rate regulation in their financial statements, which is required for entities with regulated operations that meet the following criteria: (1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services or products; and (3) a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent (1) revenue or gains that have been deferred because it is probable such amounts will be returned to customers through future regulated rates; or (2) billings in advance of expenditures for approved regulatory programs. If it is concluded in a future period that a separable portion of operations no longer meets the criteria discussed above, Exelon and the Utility Registrants would be required to eliminate any associated regulatory assets and liabilities and the impact, which could be material, would be recognized in the Consolidated Statements of Operations and Comprehensive Income. The following table illustrates the gains (losses) that could result from the elimination of regulatory assets and liabilities and charges against OCI (dollars in millions before taxes) related to deferred costs associated with Exelon's pension and OPEB plans that are recorded as regulatory assets in Exelon's Consolidated Balance Sheets: December 31, 2020 Exelon ComEd PECO BGE PHI Pepco DPL ACE Gain (loss) Charge against OCI (a) $ $ 79 3,984 $ $ 4,664 $ (177) $ — $ — $ 490 $ — $ (798) $ — $ (94) $ — $ 260 $ — $ (152) — ___________ (a) Exelon's charge against OCI (before taxes) consists of up to $2.7 billion, $481 million, $193 million, $387 million, $188 million, and $91 million related to ComEd's, BGE's, PHI's, Pepco's, DPL's, and ACE's respective portions of the deferred costs associated with Exelon's pension and OPEB plans. Exelon also has a net regulatory liability of $(36) million (before taxes) related to PECO’s portion of the deferred costs associated with Exelon’s OPEB plans that would result in an increase in OCI if reversed. 75 Table of Contents See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding regulatory matters, including the regulatory assets and liabilities tables of Exelon and the Utility Registrants. For each regulatory jurisdiction in which they conduct business, Exelon and the Utility Registrants assess whether the regulatory assets and liabilities continue to meet the criteria for probable future recovery or refund at each balance sheet date and when regulatory events occur. This assessment includes consideration of recent rate orders, historical regulatory treatment for similar costs in each Registrant's jurisdictions, and factors such as changes in applicable regulatory and political environments. If the assessments and estimates made by Exelon and the Utility Registrants for regulatory assets and regulatory liabilities are ultimately different than actual regulatory outcomes, the impact in their consolidated financial statements could be material. Refer to the revenue recognition discussion below for additional information on the annual revenue reconciliations associated with ICC-approved electric distribution and energy efficiency formula rates for ComEd, and FERC transmission formula rate tariffs for the Utility Registrants. Accounting for Derivative Instruments (All Registrants) The Registrants use derivative instruments to manage commodity price risk, foreign currency exchange risk, and interest rate risk related to ongoing business operations. The Registrants’ derivative activities are in accordance with Exelon’s Risk Management Policy (RMP). See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants account for derivative financial instruments under the applicable authoritative guidance. Determining whether a contract qualifies as a derivative requires that management exercise significant judgment, including assessing market liquidity as well as determining whether a contract has one or more underlyings and one or more notional quantities. Changes in management’s assessment of contracts and the liquidity of their markets, and changes in authoritative guidance, could result in previously excluded contracts becoming in scope of new authoritative guidance. All derivatives are recognized on the balance sheet at their fair value, except for certain derivatives that qualify for, and are elected under, NPNS. Derivatives entered into for economic hedging and for proprietary trading purposes are recorded at fair value through earnings. For economic hedges that are not designated for hedge accounting for the Utility Registrants, changes in the fair value each period are generally recorded with a corresponding offsetting regulatory asset or liability given likelihood of recovering the associated costs through customer rates. NPNS. As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products in the retail and wholesale markets with the intent and ability to deliver or take delivery. While some of these contracts are considered derivative financial instruments under the authoritative guidance, certain of these qualifying transactions have been designated by Generation as NPNS transactions, which are thus not required to be recorded at fair value, but rather on an accrual basis of accounting. Determining whether a contract qualifies for the NPNS requires judgment on whether the contract will physically deliver and requires that management ensure compliance with all of the associated qualification and documentation requirements. Revenues and expenses on contracts that qualify as NPNS are recognized when the underlying physical transaction is completed. Contracts that qualify for the NPNS are those for which physical delivery is probable, quantities are expected to be used or sold in the normal course of business over a reasonable period of time, and the contract is not financially settled on a net basis. The contracts that ComEd has entered into with suppliers as part of ComEd’s energy procurement process, PECO’s full requirement contracts under the PAPUC-approved DSP program, most of PECO’s natural gas supply agreements, all of BGE’s full requirement contracts and natural gas supply agreements that are derivatives, and certain Pepco, DPL, and ACE full requirement contracts qualify for and are accounted for under the NPNS. Commodity Contracts. Identification of a commodity contract as an economic hedge requires Generation to determine that the contract is in accordance with the RMP. Generation reassesses its economic hedges on a regular basis to determine if they continue to be within the guidelines of the RMP. 76 Table of Contents As a part of the authoritative guidance, the Registrants make estimates and assumptions concerning future commodity prices, load requirements, interest rates, the timing of future transactions and their probable cash flows, the fair value of contracts and the expected changes in the fair value in deciding whether or not to enter into derivative transactions, and in determining the initial accounting treatment for derivative transactions. Under the authoritative guidance for fair value measurements, the Registrants categorize these derivatives under a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are generally categorized in Level 1 in the fair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges. The price quotations reflect the average of the bid-ask mid-point from markets that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. The Registrant’s derivatives are traded predominately at liquid trading points. The remaining derivative contracts are valued using models that consider inputs such as contract terms, including maturity, and market parameters, and assumptions of the future prices of energy, interest rates, volatility, credit worthiness, and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps, and options, the model inputs are generally observable. Such instruments are categorized in Level 2. For derivatives that trade in less liquid markets with limited pricing information, the model inputs generally would include both observable and unobservable inputs and are categorized in Level 3. The Registrants consider nonperformance risk, including credit risk in the valuation of derivative contracts, including both historical and current market data in its assessment of nonperformance risk, including credit risk. The impacts of nonperformance and credit risk to date have generally not been material to the financial statements. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note 18 — Fair Value of Financial Assets and Liabilities and Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments. Taxation (All Registrants) Significant management judgment is required in determining the Registrants’ provisions for income taxes, primarily due to the uncertainty related to tax positions taken, as well as deferred tax assets and liabilities and valuation allowances. The Registrants account for uncertain income tax positions using a benefit recognition model with a two-step approach including a more-likely-than-not recognition threshold and a measurement approach based on the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. Management evaluates each position based solely on the technical merits and facts and circumstances of the position, assuming the position will be examined by a taxing authority having full knowledge of all relevant information. Significant judgment is required to determine whether the recognition threshold has been met and, if so, the appropriate amount of tax benefits to be recorded in the Registrants’ consolidated financial statements. The Registrants evaluate quarterly the probability of realizing deferred tax assets by reviewing a forecast of future taxable income and their intent and ability to implement tax planning strategies, if necessary, to realize deferred tax assets. The Registrants also assess negative evidence, such as the expiration of historical operating loss or tax credit carryforwards, that could indicate the Registrant's inability to realize its deferred tax assets. Based on the combined assessment, the Registrants record valuation allowances for deferred tax assets when it is more-likely-than-not such benefit will not be realized in future periods. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including future changes in income tax laws, the Registrants’ forecasted financial condition and results of operations, failure to successfully implement tax planning strategies, as well as results of audits and examinations of filed tax returns by taxing authorities. See Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information. 77 Table of Contents Accounting for Loss Contingencies (All Registrants) In the preparation of their financial statements, the Registrants make judgments regarding the future outcome of contingent events and record liabilities for loss contingencies that are probable and can be reasonably estimated based upon available information. The amount recorded may differ from the actual expense incurred when the uncertainty is resolved. Such difference could have a significant impact in the Registrants' consolidated financial statements. Environmental Costs. Environmental investigation and remediation liabilities are based upon estimates with respect to the number of sites for which the Registrants will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties, the timing of the remediation work and changes in technology, regulations, and the requirements of local governmental authorities. Annual studies and/or reviews are conducted at ComEd, PECO, BGE, and DPL to determine future remediation requirements for MGP sites and estimates are adjusted accordingly. In addition, periodic reviews are performed at each of the Registrants to assess the adequacy of other environmental reserves. These matters, if resolved in a manner different from the estimate, could have a significant impact in the Registrants’ consolidated financial statements. See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. Other, Including Personal Injury Claims. The Registrants are self-insured for general liability, automotive liability, workers’ compensation, and personal injury claims to the extent that losses are within policy deductibles or exceed the amount of insurance maintained. The Registrants have reserves for both open claims asserted and an estimate of claims incurred but not reported (IBNR). The IBNR reserve is estimated based on actuarial assumptions and analysis and is updated annually. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well as the numerous uncertainties surrounding litigation and possible state and national legislative measures could cause the actual costs to be higher or lower than estimated. Accordingly, these claims, if resolved in a manner different from the estimate, could have a material impact in the Registrants’ consolidated financial statements. 78 Table of Contents Revenue Recognition (All Registrants) Sources of Revenue and Determination of Accounting Treatment. The Registrants earn revenues from various business activities including: the sale of power and energy-related products, such as natural gas, capacity, and other commodities in non-regulated markets (wholesale and retail); the sale and delivery of power and natural gas in regulated markets; and the provision of other energy-related non-regulated products and services. The accounting treatment for revenue recognition is based on the nature of the underlying transaction and applicable authoritative guidance. The Registrants primarily apply the Revenue from Contracts with Customers, Derivative and ARP guidance to recognize revenue as discussed in more detail below. Revenue from Contracts with Customers. The Registrants recognize revenues in the period in which the performance obligations within contracts with customers are satisfied, which generally occurs when power, natural gas, and other energy-related commodities are physically delivered to the customer. Transactions of the Registrants within the scope of Revenue from Contracts with Customers generally include non-derivative agreements, contracts that are designated as NPNS, sales to utility customers under regulated service tariffs, and spot-market energy commodity sales, including settlements with ISOs. The determination of Generation’s and the Utility Registrants' retail power and natural gas sales to individual customers is based on systematic readings of customer meters, generally on a monthly basis. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading are estimated, and corresponding unbilled revenue is recorded. The measurement of unbilled revenue is affected by the following factors: daily customer usage measured by generation or gas throughput volume, customer usage by class, losses of energy during delivery to customers and applicable customer rates. Increases or decreases in volumes delivered to the utilities’ customers and favorable or unfavorable rate mix due to changes in usage patterns in customer classes in the period could be significant to the calculation of unbilled revenue. In addition, revenues may fluctuate monthly as a result of customers electing to use an alternate supplier, since unbilled commodity revenues are not recorded for these customers. Changes in the timing of meter reading schedules and the number and type of customers scheduled for each meter reading date also impact the measurement of unbilled revenue; however, total operating revenues would remain materially unchanged. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. Derivative Revenues. The Registrants record revenues and expenses using the mark-to-market method of accounting for transactions that are accounted for as derivatives. These derivative transactions primarily relate to commodity price risk management activities. Mark-to-market revenues and expenses include: inception gains or losses on new transactions where the fair value is observable, unrealized gains and losses from changes in the fair value of open contracts, and realized gains and losses. Alternative Revenue Program Accounting. Certain of the Utility Registrants’ ratemaking mechanisms qualify as ARPs if they (i) are established by a regulatory order and allow for automatic adjustment to future rates, (ii) provide for additional revenues (above those amounts currently reflected in the price of utility service) that are objectively determinable and probable of recovery, and (iii) allow for the collection of those additional revenues within 24 months following the end of the period in which they were recognized. For mechanisms that meet these criteria, which include the Utility Registrants’ formula rate mechanisms and revenue decoupling mechanisms, the Utility Registrants adjust revenue and record an offsetting regulatory asset or liability once the condition or event allowing additional billing or refund has occurred. The ARP revenues presented in the Utility Registrants’ Consolidated Statements of Operations and Comprehensive Income include both: (i) the recognition of “originating” ARP revenues (when the regulator-specified condition or event allowing for additional billing or refund has occurred) and (ii) an equal and offsetting reversal of the “originating” ARP revenues as those amounts are reflected in the price of utility service and recognized as Revenue from Contracts with Customers. ComEd records ARP revenue for its best estimate of the electric distribution, energy efficiency, distributed generation rebates, and transmission revenue impacts resulting from future changes in rates that ComEd believes are probable of approval by the ICC and FERC in accordance with its formula rate mechanisms. BGE, Pepco, and DPL record ARP revenue for their best estimate of the electric and natural gas distribution revenue impacts resulting from future changes in rates that they believe are probable of approval by the MDPSC and/or DCPSC in accordance with their revenue decoupling mechanisms. PECO, BGE, Pepco, DPL, and ACE record ARP revenue for their best estimate of the transmission revenue impacts resulting from future changes in rates 79 Table of Contents that they believe are probable of approval by FERC in accordance with their formula rate mechanisms. Estimates of the current year revenue requirement are based on actual and/or forecasted costs and investments in rate base for the period and the rates of return on common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliation can be affected by, among other things, variances in costs incurred, investments made, allowed ROE, and actions by regulators or courts. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Allowance for Credit Losses on Customer Accounts Receivable (Utility Registrants) Utility Registrants estimate the allowance for credit losses on customer receivables by applying loss rates developed specifically for each company based on historical loss experience, current conditions, and forward-looking risk factors to the outstanding receivable balance by customer risk segment. Risk segments represent a group of customers with similar forward-looking credit quality indicators and risk factors that are comprised based on various attributes, including delinquency of their balances and payment history and represent expected, future customer behavior. Loss rates applied to the accounts receivable balances are based on a historical average of charge-offs as a percentage of accounts receivable in each risk segment. The Utility Registrants' customer accounts are generally considered delinquent if the amount billed is not received by the time the next bill is issued, which normally occurs on a monthly basis. Utility Registrants' customer accounts are written off consistent with approved regulatory requirements. Utility Registrants' allowances for credit losses will continue to be affected by changes in volume, prices, and economic conditions as well as changes in ICC, PAPUC, MDPSC, DCPSC, DPSC, and NJBPU regulations. 80 Table of Contents Generation Results of Operations by Registrant Results of Operations—Generation Generation’s Results of Operations includes discussion of RNF, which is a financial measure not defined under GAAP and may not be comparable to other companies' presentations or deemed more useful than the GAAP information provided elsewhere in this report. The CODMs for Exelon and Generation evaluate the performance of Generation's electric business activities and allocate resources based on RNF. Generation believes that RNF is a useful measure because it provides information that can be used to evaluate its operational performance. Operating revenues Purchased power and fuel expense Revenues net of purchased power and fuel expense Other operating expenses Operating and maintenance Depreciation and amortization Taxes other than income taxes Total other operating expenses Gain on sales of assets and businesses Operating income Other income and (deductions) Interest expense Other, net Total other income and (deductions) Income before income taxes Income taxes Equity in losses of unconsolidated affiliates Net income Net (loss) income attributable to noncontrolling interests Net income attributable to membership interest 2020 2019 $ 17,603 $ 9,585 8,018 5,168 2,123 482 7,773 11 256 (357) 937 580 836 249 (8) 579 (10) 18,924 $ 10,856 8,068 4,718 1,535 519 6,772 27 1,323 (429) 1,023 594 1,917 516 (184) 1,217 92 $ 589 $ 1,125 $ (Unfavorable) Favorable Variance (1,321) 1,271 (50) (450) (588) 37 (1,001) (16) (1,067) 72 (86) (14) (1,081) 267 176 (638) (102) (536) Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income attributable to membership interest decreased by $536 million primarily due to: • • • • One-time charges and accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially offset by the absence of accelerated depreciation and amortization due to the early retirement of TMI in September 2019; Impairment of the New England asset group; Lower capacity revenue; Reduction in load due to COVID-19; 81 Table of Contents Generation • • • • • Lower realized energy prices; Higher nuclear outage days; Impact of Generation's annual update to the nuclear ARO for Non-regulatory Agreement Units; Lower net unrealized and realized gains on NDT funds; COVID-19 direct costs; and The decreases were partially offset by: • • • • • • Higher mark-to-market gains; Unrealized gains resulting from equity investments without readily determinable fair values that became publicly traded entities in the fourth quarter of 2020 and were fair valued based on quoted market prices of the stocks as of December 31, 2020; Lower operating and maintenance expense primarily due to previous cost management programs, lower contracting costs, and lower travel costs partially offset by lower NEIL insurance distributions; Lower nuclear fuel costs; Lower depreciation and amortization expense due to the impact of extending the operating license at Peach Bottom; A tax benefit related to a settlement in the first quarter of 2020, partially offset by the absence of a tax benefit related to certain research and development activities recorded in the fourth quarter of 2019. Revenues Net of Purchased Power and Fuel Expense. The basis for Generation's reportable segments is the integrated management of its electricity business that is located in different geographic regions, and largely representative of the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation's hedging strategies and risk metrics are also aligned with these same geographic regions. Generation's five reportable segments are Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions. See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on these reportable segments. The following business activities are not allocated to a region and are reported under Other: natural gas, as well as other miscellaneous business activities that are not significant to overall operating revenues or results of operations. Further, the following activities are not allocated to a region and are reported in Other: accelerated nuclear fuel amortization associated with nuclear decommissioning; and other miscellaneous revenues. Generation evaluates the operating performance of electric business activities using the measure of RNF. Operating revenues include all sales to third parties and affiliated sales to the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy, 82 Table of Contents Generation and ancillary services. Fuel expense includes the fuel costs for owned generation and fuel costs associated with tolling agreements. For the years ended December 31, 2020 compared to 2019, RNF by region were as follows. See Note 5 - Segment Information of the Combined Notes to the Consolidated Financial Statements for additional information on Purchase power and fuel expense for Generation’s reportable segments. 2020 2019 Variance % Change 2020 vs. 2019 Mid-Atlantic (a) (b) Midwest New York ERCOT Other Power Regions Total electric revenues net of purchased power and fuel expense Mark-to-market gains (losses) Other $ 2,204 $ 2,902 2,655 $ 2,962 997 426 665 7,194 295 529 1,094 308 620 7,639 (215) 644 Total revenue net of purchased power and fuel expense $ 8,018 $ 8,068 $ (451) (60) (97) 118 45 (445) 510 (115) (50) (17.0)% (2.0)% (8.9)% 38.3 % 7.3 % (5.8)% 237.2 % (17.9)% (0.6)% __________ (a) (b) Includes results of transactions with PECO, BGE, Pepco, DPL, and ACE. Includes results of transactions with ComEd. 83 Table of Contents Generation Generation’s supply sources by region are summarized below: Supply Source (GWhs) Nuclear Generation Mid-Atlantic (a) Midwest New York Total Nuclear Generation Fossil and Renewables Mid-Atlantic Midwest New York ERCOT Other Power Regions Total Fossil and Renewables Purchased Power Mid-Atlantic Midwest ERCOT Other Power Regions Total Purchased Power Total Supply/Sales by Region (c) Mid-Atlantic (b) Midwest (b) New York ERCOT Other Power Regions Total Supply/Sales by Region 2020 2019 Variance % Change 2020 vs. 2019 52,202 96,322 26,561 58,347 94,890 28,088 175,085 181,325 2,206 1,240 4 11,982 11,121 26,553 22,487 770 5,636 51,079 79,972 76,895 98,332 26,565 17,618 62,200 2,884 1,374 5 13,572 11,476 29,311 14,790 1,424 4,821 48,673 69,708 76,021 97,688 28,093 18,393 60,149 281,610 280,344 (6,145) 1,432 (1,527) (6,240) (678) (134) (1) (1,590) (355) (2,758) 7,697 (654) 815 2,406 10,264 874 644 (1,528) (775) 2,051 1,266 (10.5)% 1.5 % (5.4)% (3.4)% (23.5)% (9.8)% (20.0)% (11.7)% (3.1)% (9.4)% 52.0 % (45.9)% 16.9 % 4.9 % 14.7 % 1.1 % 0.7 % (5.4)% (4.2)% 3.4 % 0.5 % __________ (a) Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g. CENG). Includes affiliate sales to PECO, BGE, Pepco, DPL, and ACE in the Mid-Atlantic region and affiliate sales to ComEd in the Midwest region. (b) (c) Reflects a decrease in load due to COVID-19. 84 Table of Contents Generation For the years ended December 31, 2020 compared to 2019 changes in RNF by region were as follows: Mid-Atlantic (Decrease)/Increase $ (451) Midwest New York ERCOT Other Power Regions Mark-to-market (a) Other Total (60) (97) 118 45 510 (115) $ (50) 2020 vs. 2019 Description • decreased revenue due to the permanent cease of generation operations at TMI in the third quarter of 2019 • decreased capacity revenues • lower realized energy prices, partially offset by • increase in newly contracted load offset by impacts of COVID-19 • increased ZEC revenues due to the approval of the NJ ZEC program in the second quarter of 2019 • decreased capacity revenues • lower realized energy prices • decreased load due to COVID-19 offset by an increase in total ISO sales, partially offset by • decreased nuclear outage days • increased nuclear outage days • decreased ZEC revenues due to increased outage days • lower realized energy prices • decreased load due to COVID-19 offset by newly contracted load, partially offset by • increased capacity revenues • lower procurement costs for owned and contracted assets • higher portfolio optimization, partially offset by • lower realized energy prices • higher portfolio optimization • increase in newly contracted load offset by impacts of COVID-19, partially offset by • decreased capacity revenues • lower realized energy prices • gains on economic hedging activities of $295 million in 2020 compared to losses of $215 million in 2019 increase in accelerated nuclear • fuel amortization associated with announced early plant retirements • decreased revenue related to the energy efficiency business __________ (a) See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on mark-to-market gains and losses. 85 Table of Contents Generation Nuclear Fleet Capacity Factor. The following table presents nuclear fleet operating data for the Generation-operated plants, which reflects ownership percentage of stations operated by Exelon, excluding Salem, which is operated by PSEG. The nuclear fleet capacity factor presented in the table is defined as the ratio of the actual output of a plant over a period of time to its output if the plant had operated at full average annual mean capacity for that time period. Generation considers capacity factor to be a useful measure to analyze the nuclear fleet performance between periods. Generation has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, these measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAP information provided elsewhere in this report. Nuclear fleet capacity factor Refueling outage days Non-refueling outage days The changes in Operating and maintenance expense, consisted of the following: Asset Impairments ARO update Nuclear refueling outage costs, including the co-owned Salem plants Insurance COVID-19 direct costs Litigation settlements Change in environmental liabilities Credit loss expense (a) Accretion expense Plant retirements and divestitures Pension and non-pension postretirement benefits expense Corporate allocations Travel costs Other Labor, other benefits, contracting, and materials Total increase (b) 2020 2019 95.4 % 260 19 95.7 % 209 51 2020 vs. 2019 Increase (Decrease) $ $ 499 125 60 52 46 26 18 16 14 (8) (19) (35) (38) (71) (235) 450 __________ (a) (b) Primarily reflects decreased costs related to the permanent cease of generation operations at TMI, lower labor costs resulting from previous cost management programs, Increased credit loss expense including impacts from COVID-19. and decreased contracting costs. Depreciation and amortization expense for the year ended December 31, 2020 compared to the same period in 2019 increased primarily due to the accelerated depreciation and amortization associated with Generation's decision to early retire the Byron and Dresden nuclear facilities, partially offset by the permanent cease of generation operations at TMI. Taxes other than income taxes for the year ended December 31, 2020 compared to the same period in 2019 decreased primarily due to decreased sales and power usage. Gain on sales of assets and businesses for the year ended December 31, 2020 compared to the same period in 2019 decreased primarily due to Generation's gain on sale of certain wind assets in 2019 partially offset by the loss on sale of Oyster Creek. Other, net for the year ended December 31, 2020 compared to the same period in 2019 decreased due to activity associated with NDT funds as described in the table below. 86 Table of Contents Generation Net unrealized gains on NDT funds (a) Net realized gains on sale of NDT funds Interest and dividend income on NDT funds (a) (a) Contractual elimination of income tax expense Unrealized gains from equity investments (c) (b) Other Total other, net $ $ 2020 2019 391 $ 70 90 180 186 20 411 253 110 216 — 33 937 $ 1,023 __________ (a) Unrealized gains, realized gains, and interest and dividend income on the NDT funds are associated with the Non-Regulatory Agreement Units. (b) Contractual elimination of income tax expense is associated with the income taxes on the NDT funds of the Regulatory Agreement Units. (c) Unrealized gains resulting from equity investments without readily determinable fair values that became publicly traded entities in the fourth quarter of 2020 and were fair valued based on quoted market prices of the stocks as of December 31, 2020. Interest Expense for the year ended December 31, 2020 compared to the same period in 2019 decreased primarily due to the redemption of long-term debt in 2020. Effective income tax rates were 29.8% and 26.9% for the years ended December 31, 2020 and 2019, respectively. The change in 2020 is primarily related to one-time income tax settlements partially offset by the absence of research and development refund claims. See Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information. Equity in losses of unconsolidated affiliates for the year ended December 31, 2020 compared to the same period in 2019 increased primarily due to the impairment of equity method investments in certain distributed energy companies in the third quarter of 2019. Net income attributable to noncontrolling interests for the year ended December 31, 2020 compared to the same period in 2019 decreased primarily due to lower unrealized losses on NDT fund investments for CENG. 87 Table of Contents ComEd Results of Operations—ComEd Operating revenues Operating expenses Purchased power expense Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income 2020 2019 Favorable (Unfavorable) Variance $ 5,904 $ 5,747 $ 1,998 1,520 1,133 299 4,950 — 954 (382) 43 (339) 615 177 1,941 1,305 1,033 301 4,580 4 1,171 (359) 39 (320) 851 163 $ 438 $ 688 $ 157 (57) (215) (100) 2 (370) (4) (217) (23) 4 (19) (236) (14) (250) Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income decreased by $250 million primarily due to payments that ComEd made under the Deferred Prosecution Agreement, an impairment charge resulting from acquisition of transmission assets, and lower allowed electric distribution ROE due to a decrease in treasury rates, partially offset by higher electric distribution formula rate earnings (reflecting the impacts of higher rate base). See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information related to the Deferred Prosecution Agreement. The changes in Operating revenues consisted of the following: Energy efficiency Electric distribution Transmission Other Regulatory required programs Total increase 2020 vs. 2019 Increase 37 36 2 29 104 53 157 $ $ Revenue Decoupling. The demand for electricity is affected by weather and customer usage. Operating revenues are not impacted by abnormal weather, usage per customer, or number of customers as a result of revenue decoupling mechanisms implemented pursuant to FEJA. 88 Table of Contents ComEd Energy Efficiency Revenue. FEJA provides for a performance-based formula rate, which requires an annual reconciliation of the revenue requirement in effect to the actual costs that the ICC determines are prudently and reasonably incurred in a given year. Under FEJA, energy efficiency revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered, and allowed ROE. Energy efficiency revenue increased for the year ended December 31, 2020, as compared to the same period in 2019, primarily due to increased regulatory asset amortization which is fully recoverable. See Depreciation and amortization expense discussions below and Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Distribution Revenue. EIMA and FEJA provide for a performance-based formula rate, which requires an annual reconciliation of the revenue requirement in effect to the actual costs that the ICC determines are prudently and reasonably incurred in a given year. Electric distribution revenue varies from year to year based upon fluctuations in the underlying costs (e.g., severe weather and storm restoration), investments being recovered, and allowed ROE. During the year ended December 31, 2020, as compared to the same period in 2019, electric distribution revenue increased due to the impact of higher rate base and higher fully recoverable costs, offset by lower allowed ROE due to a decrease in treasury rates. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Transmission Revenue. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered, and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. During the year ended December 31, 2020, as compared to the same period in 2019, transmission revenues remained relatively consistent. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Other Revenue primarily includes assistance provided to other utilities through mutual assistance programs. The increase in Other revenue for the year ended December 31, 2020, as compared to the same period in 2019, primarily reflects mutual assistance revenues associated with storm restoration efforts. Regulatory Required Programs represents revenues collected under approved riders to recover costs incurred for regulatory programs such as recoveries under the credit loss expense tariff, environmental costs associated with MGP sites, and costs related to electricity, ZEC, and REC procurement. The riders are designed to provide full and current cost recovery. The costs of these programs are included in Purchased power expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income. Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries as ComEd remains the distribution service provider for all customers and charges a regulated rate for distribution service, which is recorded in Operating revenues. For customers that choose to purchase electric generation from competitive suppliers, ComEd acts as the billing agent and therefore does not record Operating revenues or Purchased power expense related to the electricity. For customers that choose to purchase electric generation from ComEd, ComEd is permitted to recover the electricity, ZEC, and REC procurement costs without mark-up and therefore records equal and offsetting amounts in Operating revenues and Purchased power expense related to the electricity, ZECs, and RECs. See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of ComEd's revenue disaggregation. The increase of $57 million for the year ended December 31, 2020, as compared to the same period in 2019, in Purchased power expense is offset in Operating revenues as part of regulatory required programs. 89 Table of Contents The changes in Operating and maintenance expense consisted of the following: Deferred Prosecution Agreement payments (a) BSC costs Labor, other benefits, contracting, and materials Pension and non-pension postretirement benefits expense Storm-related costs Other (c) (b) Regulatory required programs (d) Total increase ComEd 2020 vs. 2019 Increase (Decrease) 200 20 7 5 (12) (4) 216 (1) 215 $ $ __________ (a) See Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. (b) For the year ended December 31, 2020, the decrease primarily reflects lower storm costs as a result of the August 2020 storm costs being reclassified to a regulatory asset. (c) For the year ended December 31, 2020, the decrease primarily reflects lower travel costs offset by an impairment charge related to acquisition of transmission assets. (d) ComEd is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through a rider mechanism. The changes in Depreciation and amortization expense consisted of the following: Regulatory asset amortization Depreciation and amortization expense (a) (b) Total increase 2020 vs. 2019 Increase $ $ 64 36 100 __________ (a) (b) Reflects ongoing capital expenditures. Includes amortization of ComEd's energy efficiency formula rate regulatory asset and amortization related to the August 2020 storm regulatory asset. Interest Expense, net increased $23 million for the year ended December 31, 2020, as compared to the same period in 2019, primarily due to the issuance of debt in February 2020. Effective income tax rates for the years ended December 31, 2020 and 2019, were 28.8% and 19.2%, respectively. See Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 90 Table of Contents Results of Operations—PECO Operating revenues Operating expenses Purchased power and fuel expense Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income PECO (Unfavorable) Favorable Variance (42) 11 (114) (14) (7) (124) (1) (167) (11) 2 (9) (176) 95 (81) 2020 2019 $ 3,058 $ 3,100 $ 1,018 975 347 172 2,512 — 546 (147) 18 (129) 417 (30) 1,029 861 333 165 2,388 1 713 (136) 16 (120) 593 65 $ 447 $ 528 $ Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income decreased by $81 million primarily due to unfavorable weather conditions, higher storm costs due to the June and August 2020 storms net of tax repairs, increased depreciation and amortization expense, and increased interest expense, partially offset by favorable volume and an increase in the tax repairs deduction. The changes in Operating revenues consisted of the following: Weather Volume Pricing Transmission Other Regulatory required programs Total increase (decrease) 2020 vs. 2019 (Decrease) Increase Electric Gas Total (29) $ (21) $ 12 2 11 (7) (11) 65 (3) 6 — (1) (19) (77) 54 $ (96) $ (50) 9 8 11 (8) (30) (12) (42) $ $ Weather. The demand for electricity and natural gas is affected by weather conditions. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity and natural gas. Conversely, mild weather reduces demand. For the year ended December 31, 2020 compared to the same period in 2019, Operating revenues related to weather decreased due to the impact of unfavorable weather conditions in PECO's service territory. Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a 30-year period in PECO’s service territory. The changes in heating and cooling degree days in PECO’s service territory for the years ended December 31, 2020 compared to the same period in 2019 and normal weather consisted of the following: 91 Table of Contents PECO Heating and Cooling Degree-Days 2020 2019 Normal 2020 vs. 2019 2019 vs. Normal Heating Degree-Days Cooling Degree-Days 3,959 1,521 4,307 1,610 4,437 1,423 (8.1)% (5.5)% (10.8)% 6.9 % For the Years Ended December 31, % Change Volume. Electric volume, exclusive of the effects of weather, for the year ended December 31, 2020 compared to the same period in 2019, increased due to an increase in usage for residential customers during COVID-19 further increased by customer growth. Natural gas volume for the year ended December 31, 2020 compared to the same period in 2019, decreased on a net basis due to a decrease in usage for the commercial and industrial natural gas classes during COVID-19. Electric Retail Deliveries to Customers (in GWhs) Retail Deliveries Residential Small commercial & industrial (a) Large commercial & industrial Public authorities & electric railroads Total electric retail deliveries 2020 2019 % Change 2020 vs. 2019 Weather - Normal % Change (b) 14,041 7,210 13,669 575 35,495 13,650 7,983 14,958 725 37,316 2.9 % (9.7)% (8.6)% (20.7)% (4.9)% 5.6 % (8.2)% (8.5)% (20.7)% (3.5)% __________ (a) Reflects delivery volumes and revenue from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. (b) Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average. Number of Electric Customers Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total Natural Gas Deliveries to customers (in mmcf) Retail Deliveries Residential (a) Small commercial & industrial Large commercial & industrial Transportation Total natural gas deliveries As of December 31, 2020 2019 1,508,622 154,421 3,101 10,206 1,676,350 1,494,462 154,000 3,104 10,039 1,661,605 2020 2019 % Change 2020 vs. 2019 Weather - Normal % Change (b) 38,272 19,341 36 24,533 82,182 40,196 23,828 50 25,822 89,896 (4.8)% (18.8)% (28.0)% (5.0)% (8.6)% 1.6 % (6.6)% (11.9)% (2.9)% (1.8)% __________ (a) Reflects delivery volumes and revenue from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. (b) Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average. 92 Table of Contents Number of Gas Customers Residential Small commercial & industrial Large commercial & industrial Transportation Total PECO 487,337 44,374 2 730 532,443 As of December 31, 2020 2019 492,298 44,472 5 713 537,488 Pricing for the year ended December 31, 2020 compared to the same period in 2019 increased primarily due to higher overall effective rates due to decreased usage across all major customer classes. Additionally, the increase represents revenue from higher natural gas distribution rates. Transmission Revenue. Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs and capital investments being recovered. PECO's transmission formula rate filing was approved in the fourth quarter of 2019. Other Revenue primarily includes revenue related to late payment charges. Other revenues for the year ended December 31, 2020 compared to the same period in 2019, decreased as PECO ceased new late fees for all customers and restored service to customers upon request who were disconnected in the last twelve months beginning March of 2020. Regulatory Required Programs represents revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency, PGC, and the GSA. The riders are designed to provide full and current cost recovery as well as a return. The costs of these programs are included in Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Income taxes. Customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers. Customer choice programs do not impact the volume of deliveries as PECO remains the distribution service provider for all customers and charges a regulated rate for distribution service, which is recorded in Operating revenues. For customers that choose to purchase electric generation or natural gas from competitive suppliers, PECO acts as the billing agent and therefore does not record Operating revenues or Purchased power and fuel expense related to the electricity and/or natural gas. For customers that choose to purchase electric generation or natural gas from PECO, PECO is permitted to recover the electricity, natural gas, and REC procurement costs without mark-up and therefore records equal and offsetting amounts in Operating revenues and Purchased power and fuel expense related to the electricity, natural gas, and RECs. See Note 5—Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of PECO's revenue disaggregation. The decrease of $11 million for the year ended December 31, 2020 compared to the same period in 2019, respectively, in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs. 93 Table of Contents The changes in Operating and maintenance expense consisted of the following: Storm-related costs (a) Labor, other benefits, contracting, and materials Credit loss expense (b) BSC costs Pension and non-pension postretirement benefits expense Other Regulatory Required Programs Total increase PECO 2020 vs. 2019 Increase (Decrease) 82 23 12 1 (4) 7 121 (7) 114 $ $ __________ (a) Reflects increased storm costs due to June and August 2020 storms. (b) Increased credit loss expense primarily as a result of suspending customer disconnections, partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19. See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory asset amortization Total increase 2020 vs. 2019 Increase (Decrease) $ $ 16 (2) 14 __________ (a) Depreciation and amortization expense increased primarily due to ongoing capital expenditures. Interest expense, net increased $11 million for the year ended December 31, 2020 compared to the same period in 2019, respectively, primarily due to the issuance of debt in June 2020. Effective income tax rates were (7.2)% and 11.0% for the years ended December 31, 2020 and 2019, respectively. See Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information of the change in effective income tax rates. 94 Table of Contents Results of Operations—BGE Operating revenues Operating expenses Purchased power and fuel expense Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income BGE (Unfavorable) Favorable Variance (8) 61 (29) (48) (8) (24) (32) (12) (5) (17) (49) 38 (11) 2020 2019 $ 3,098 $ 3,106 $ 991 789 550 268 2,598 500 (133) 23 (110) 390 41 1,052 760 502 260 2,574 532 (121) 28 (93) 439 79 $ 349 $ 360 $ Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income remained relatively consistent primarily due to higher natural gas and electric distribution rates, partially offset by increased depreciation and amortization expense, increased interest expense, increased expense due to a commitment to a multi-year small business grants program, and a decrease in other revenues. The changes in Operating revenues consisted of the following: Distribution Transmission Other Regulatory required programs Total (decrease) increase 2020 vs. 2019 Increase (Decrease) Electric Gas Total 30 $ 54 $ (3) (14) 13 (55) — (9) 45 (11) (42) $ 34 $ 84 (3) (23) 58 (66) (8) $ $ 95 Table of Contents BGE Revenue Decoupling. The demand for electricity and natural gas is affected by weather and customer usage. However, Operating revenues are not impacted by abnormal weather or usage per customer as a result of a bill stabilization adjustment (BSA) that provides for a fixed distribution charge per customer by customer class. While Operating revenues are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers. Number of Electric Customers Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total Number of Gas Customers Residential Small commercial & industrial Large commercial & industrial Total As of December 31, 2020 2019 1,190,678 114,173 12,478 267 1,317,596 As of December 31, 2020 2019 647,188 38,267 6,101 691,556 1,177,333 114,504 12,322 268 1,304,427 639,426 38,345 6,037 683,808 Distribution Revenue increased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to the impact of higher natural gas and electric distribution rates that became effective in December 2019. Transmission Revenue. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered, and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue decreased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to the settlement agreement of transmission-related income tax regulatory liabilities, partially offset by higher fully recoverable costs. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Other Revenue includes revenue related to late payment charges, mutual assistance, off-system sales, and service application fees. Other revenue decreased for the year ended December 31, 2020 compared to the same period in 2019, as BGE temporarily suspended customer disconnections for non- payment beginning March of 2020 and temporarily ceased new late fees for all customers and restored service to customers upon request who were disconnected in the last twelve months. Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as conservation, demand response, STRIDE, and the POLR mechanism. The riders are designed to provide full and current cost recovery, as well as a return in certain instances. The costs of these programs are included in Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers. Customer choice programs do not impact the volume of deliveries as BGE remains the distribution service provider for all customers and charges a regulated rate for distribution service, which is recorded in Operating revenues. For customers that choose to purchase electric generation or natural gas from competitive suppliers, BGE acts as the billing agent and therefore does not record Operating revenues or Purchased power and fuel expense related to the electricity and/or natural gas. For customers that choose to purchase electric generation or natural gas from BGE, BGE is permitted to recover the electricity and natural gas procurement costs from customers and therefore records the amounts related to the electricity and/or natural gas in Operating revenues and Purchased power and fuel expense. BGE recovers electricity and natural gas procurement costs from customers with a slight mark-up. 96 Table of Contents BGE See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of BGE's revenue disaggregation. The decrease of $61 million for the year ended December 31, 2020 compared to the same period in 2019, respectively, in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs. The changes in Operating and maintenance expense consisted of the following: Small business grants commitment BSC costs (a) Credit loss expense Labor, other benefits, contracting, and materials (b) Pension and non-pension postretirement benefits expense Regulatory required programs Total increase 2020 vs. 2019 Increase (Decrease) 15 13 7 (1) (2) 32 (3) 29 $ $ __________ (a) Reflects increased charitable contributions as a result of a commitment in 2020 to a multi-year small business grants program. (b) Increased credit loss expense primarily as a result of suspending customer disconnections, partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19. See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory required programs Regulatory asset amortization Total increase 2020 vs. 2019 Increase 35 10 3 48 $ $ __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures. Taxes other than income increased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to higher property taxes. Interest expense, net increased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to the issuance of debt in September 2019 and June 2020. Effective income tax rates were 10.5% and 18.0% for the years ended December 31, 2020 and 2019, respectively. The change is primarily related to the settlement agreement of transmission-related income tax regulatory liabilities. See Note 3 — Regulatory Matters and Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 97 Table of Contents Results of Operations—PHI PHI PHI’s Results of Operations include the results of its three reportable segments, Pepco, DPL, and ACE. PHI also has a business services subsidiary, PHISCO, which provides a variety of support services and the costs are directly charged or allocated to the applicable subsidiaries. Additionally, the results of PHI's corporate operations include interest costs from various financing activities. All material intercompany accounts and transactions have been eliminated in consolidation. The following table sets forth PHI's GAAP consolidated Net Income by Registrant for the year ended December 31, 2020 compared to the same period in 2019. See the Results of Operations for Pepco, DPL, and ACE for additional information. PHI Pepco DPL ACE Other (a) $ 2020 2019 Favorable (Unfavorable) Variance 495 $ 266 125 112 (8) 477 $ 243 147 99 (12) 18 23 (22) 13 4 __________ (a) Primarily includes eliminating and consolidating adjustments, PHI's corporate operations, shared service entities, and other financing and investing activities. Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income increased by $18 million primarily due to higher electric distribution rates, higher transmission rates (net of the impact of the settlement agreement of ongoing transmission-related income tax regulatory liabilities), and decreased expense resulting from an absence of an increase in environmental liabilities, and a gain on sale of land at Pepco in the fourth quarter of 2020, partially offset by an increase in depreciation and amortization expense, an increase in DPL storm costs related to the August 2020 storms in Delaware, an increase in credit loss expense primarily as a result of suspending customer disconnections partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19, and unfavorable weather conditions in ACE and DPL Delaware's service territories. 98 Table of Contents Pepco Results of Operations—Pepco Operating revenues Operating expenses Purchased power expense Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income 2020 2019 (Unfavorable) Favorable Variance $ 2,149 $ 2,260 $ (111) 602 453 377 367 1,799 9 359 (138) 38 (100) 259 (7) 665 482 374 378 1,899 — 361 (133) 31 (102) 259 16 $ 266 $ 243 $ 63 29 (3) 11 100 9 (2) (5) 7 2 — 23 23 Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income increased by $23 million primarily due to decreased expense resulting from an absence of an increase in environmental liabilities, increased electric distribution revenues, and a gain on sale of land in the fourth quarter of 2020, partially offset by an increase in depreciation and amortization expense and an increase in credit loss expense primarily as a result of suspending customer disconnections partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19. The changes in Operating revenues consisted of the following: Distribution Transmission Other Regulatory required programs Total decrease 2020 vs. 2019 Increase (Decrease) 19 (36) (3) (20) (91) (111) $ Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, Operating revenues from electric distribution in both Maryland and the District of Columbia are not impacted by abnormal weather or usage per customer as a result of a bill stabilization adjustment (BSA) that provides for a fixed distribution charge per customer by customer class. While Operating revenues are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers. Number of Electric Customers Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total As of December 31, 2020 2019 832,190 53,800 22,459 168 908,617 817,770 54,265 22,271 160 894,466 99 Table of Contents Pepco Distribution Revenue increased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to higher electric distribution rates in Maryland that became effective in August 2019 and customer growth in the District of Columbia. Transmission Revenue. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered, and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue decreased for the year ended December 31, 2020 compared to the same period in 2019 primary due to the settlement agreement of transmission-related income tax regulatory liabilities. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Other Revenue includes rental revenue, revenue related to late payment charges, mutual assistance revenues, and recoveries of other taxes. Other revenue decreased for the year ended December 31, 2020 compared to the same period in 2019, as Pepco temporarily suspended customer disconnections for non-payment beginning March of 2020 and temporarily ceased new late fees for all customers and restored services to customers upon request who were disconnected in the last twelve months. Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs, DC PLUG, and SOS procurement and administrative costs. The riders are designed to provide full and current cost recovery as well as a return in certain instances. The costs of these programs are included in Purchased power expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries, as Pepco remains the distribution service provider for all customers and charges a regulated rate for distribution service, which is recorded in Operating revenues. For customers that choose to purchase electric generation from competitive suppliers, Pepco acts as the billing agent and therefore does not record Operating revenues or Purchased power expense related to the electricity. For customers that choose to purchase electric generation from Pepco, Pepco is permitted to recover the electricity and REC procurement costs from customers and therefore records the amounts related to the electricity and RECs in Operating revenues and Purchased power expense. Pepco recovers electricity and REC procurement costs from customers with a slight mark-up. See Note 5 - Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of Pepco's revenue disaggregation. The decrease of $63 million for the year ended December 31, 2020 compared to the same period in 2019, in Purchased power expense is fully offset in Operating revenues as part of regulatory required programs. 100 Table of Contents The changes in Operating and maintenance expense consisted of the following: Change in environmental liabilities Expiration of lease arrangement Pension and non-pension postretirement benefits expense BSC and PHISCO costs Storm related costs Credit loss expense Labor, other benefits, contracting, and materials (a) Other Regulatory required programs Total decrease Pepco 2020 vs. 2019 (Decrease) Increase (22) (15) (6) (4) (2) 8 15 (1) (27) (2) (29) $ $ __________ (a) Increased credit loss expense primarily as a result of suspending customer disconnections, partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. The changes in Depreciation and amortization expense consisted of the following: Depreciation expense (a) Regulatory asset amortization Regulatory required programs Total increase 2020 vs. 2019 Increase (Decrease) $ $ 18 (2) (13) 3 __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures. Taxes other than income decreased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to lower taxes as part of regulatory required programs that are fully offset within Operating revenues. Interest expense, net increased for the year ended December 31, 2020 compared to the same period in 2019, primarily due to issuance of debt in June 2019, February 2020, and June 2020. Gain on sales of assets for the year ended December 31, 2020 compared to the year ended December 31, 2019 increased due the sale of land in the fourth quarter of 2020. Effective income tax rates were (2.7)% and 6.2% for the years ended December 31, 2020 and 2019, respectively. The change is primarily related to the settlement agreement of ongoing transmission-related income tax regulatory liabilities. See Note 3 — Regulatory Matters and Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates. 101 Table of Contents Results of Operations—DPL Operating revenues Operating expenses Purchased power and fuel expense Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income DPL (Unfavorable) Favorable Variance (35) 23 (38) (7) (9) (31) (66) — (3) (3) (69) 47 (22) 2020 2019 $ 1,271 $ 1,306 $ 503 361 191 65 1,120 151 (61) 10 (51) 100 (25) 526 323 184 56 1,089 217 (61) 13 (48) 169 22 $ 125 $ 147 $ Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income decreased by $22 million primarily due to an increase in storm costs related to the August 2020 storms in Delaware, an increase in credit loss expense primarily as a result of suspending customer disconnections partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19, unfavorable weather conditions in DPL's Delaware electric service territory, and an increase in depreciation and amortization expense, partially offset by higher electric distribution rates and an increase in transmission rates (net of the impact of the settlement agreement of transmission-related income tax regulatory liabilities). The changes in Operating revenues consisted of the following: Weather Volume Distribution Transmission Other Regulatory required programs Total decrease 2020 vs. 2019 (Decrease) Increase Electric Gas Total (9) $ — $ 2 12 (18) 2 (11) (17) (5) 4 — (1) (2) (5) (28) $ (7) $ (9) (3) 16 (18) 1 (13) (22) (35) $ $ Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, Operating revenues from electric distribution in Maryland are not impacted by abnormal weather or usage per customer as a result of a bill stabilization adjustment (BSA) that provides for a fixed distribution charge per customer by customer class. While Operating revenues from electric distribution in Maryland are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers. Weather. The demand for electricity and natural gas in Delaware is affected by weather conditions. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months are referred to as "favorable weather conditions” because these weather conditions result in increased deliveries of electricity and natural gas. Conversely, mild weather reduces demand. During the year ended December 31, 2020 compared to the same period in 2019, Operating revenues related to weather decreased primarily due to unfavorable weather conditions in DPL's Delaware service territory. 102 Table of Contents DPL Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a 20-year period in DPL's Delaware electric service territory and a 30-year period in DPL's Delaware natural gas service territory. The changes in heating and cooling degree days in DPL’s Delaware service territory for the year ended December 31, 2020 compared to same period in 2019 and normal weather consisted of the following: Delaware Electric Service Territory 2020 2019 Normal 2020 vs. 2019 2020 vs. Normal Heating Degree-Days Cooling Degree-Days 4,146 1,264 4,475 1,476 4,652 1,239 (7.4)% (14.4)% (10.9)% 2.0 % For the Years Ended December 31, % Change Delaware Natural Gas Service Territory 2020 2019 Normal 2020 vs. 2019 2020 vs. Normal Heating Degree-Days 4,146 4,475 4,675 (7.4)% (11.3)% For the Years Ended December 31, % Change Volume, exclusive of the effects of weather, remained relatively consistent for the year ended December 31, 2020 compared to the same period in 2019. Electric Retail Deliveries to Delaware Customers (in GWhs) 2020 2019 % Change 2020 vs. 2019 Weather - Normal (b) % Change Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total electric retail deliveries (a) Number of Total Electric Customers (Maryland and Delaware) Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total 3,149 1,255 3,225 32 7,661 3,149 1,320 3,424 34 7,927 — % (4.9)% (5.8)% (5.9)% (3.4)% 4.8 % (2.6)% (4.8)% (5.9)% (0.7)% As of December 31, 2020 2019 472,621 62,461 1,223 609 536,914 468,162 61,721 1,411 613 531,907 __________ (a) Reflects delivery volumes from customers purchasing electricity directly from DPL and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges. (b) Reflects the change in delivery volumes assuming normalized weather based on the historical 20-year average. Natural Gas Retail Deliveries to Delaware Customers (in mmcf) Residential Small commercial & industrial Large commercial & industrial Transportation Total natural gas deliveries (a) 2020 2019 % Change 2020 vs. 2019 7,832 3,718 1,703 6,631 8,613 4,287 1,811 6,733 19,884 21,444 (9.1)% (13.3)% (6.0)% (1.5)% (7.3)% 103 Weather - Normal (b) % Change (2.5)% (7.5)% (6.0)% 0.2 % (3.0)% Table of Contents Number of Delaware Natural Gas Customers Residential Small commercial & industrial Large commercial & industrial Transportation Total DPL As of December 31, 2020 2019 127,128 10,017 16 161 137,322 125,873 9,999 17 159 136,048 __________ (a) Reflects delivery volumes from customers purchasing natural gas directly from DPL and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges. (b) Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average. Distribution Revenue increased for the year ended December 31, 2020 compared to the same period in 2019 primarily due to higher electric distribution rates in Maryland that became effective in July 2020, higher electric and natural gas distribution rates in Delaware that became effective in the second half of 2020, and the Distribution System Improvement Charge (DSIC) rate increases during 2020. Transmission Revenue. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered, and the highest daily peak load, which is updated annually in January based on the prior calendar years. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue decreased for the year ended December 31, 2020 compared to the same period in 2019 primarily due to the settlement agreement of transmission-related income tax regulatory liabilities, partially offset by higher fully recoverable costs. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Other Revenue includes rental revenue, revenue related to late payment charges, mutual assistance revenues, and recoveries of other taxes. Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs, DE Renewable Portfolio Standards, SOS procurement and administrative costs, and GCR costs. The riders are designed to provide full and current cost recovery as well as a return in certain instances. The costs of these programs are included in Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries as DPL remains the distribution service provider for all customers and charges a regulated rate for distribution service, which is recorded in Operating revenues. For customers that choose to purchase electric generation or natural gas from competitive suppliers, DPL acts as the billing agent and therefore does not record Operating revenues or Purchased power and fuel expense related to the electricity and/or natural gas. For customers that choose to purchase electric generation or natural gas from DPL, DPL is permitted to recover the electricity, natural gas, and REC procurement costs from customers and therefore records the amounts related to the electricity, natural gas, and RECs in Operating revenues and Purchased power and fuel expense. DPL recovers electricity and REC procurement costs from customers with a slight mark-up and natural gas costs without mark-up. See Note 5 - Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of DPL's revenue disaggregation. The decrease of $23 million for the year ended December 31, 2020 compared to the same period in 2019, in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs. 104 Table of Contents The changes in Operating and maintenance expense consisted of the following: Storm-related costs Labor, other benefits, contracting, and materials Credit loss expense (a) Pension and non-pension postretirement benefits expense BSC and PHISCO costs Other Regulatory required programs Total increase DPL 19 14 8 (4) (1) (1) 35 3 38 2020 vs. 2019 Increase (Decrease) $ $ __________ (a) Increased credit loss expense primarily as a result of suspending customer disconnections, partially offset by the regulatory asset recorded in 2020 related to incremental credit loss expense due to COVID-19. See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory asset amortization Regulatory required programs Total increase 2020 vs. 2019 Increase (Decrease) 10 (1) (2) 7 $ $ __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures. Taxes other than income taxes increased for the year ended December 31, 2020 compared to the same period in 2019 primarily due to higher property taxes for Maryland and Delaware. Effective income tax rates were (25.0)% and 13.0% for the years ended December 31, 2020 and 2019, respectively. The decrease for the year ended December 31, 2020 is primarily related to the settlement agreement of transmission-related income tax regulatory liabilities. See Note 3 — Regulatory Matters and Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates. 105 Table of Contents ACE Results of Operations—ACE Operating revenues Operating expenses Purchased power expense Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sale of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income 2020 2019 Favorable (Unfavorable) Variance $ 1,245 $ 1,240 $ 609 326 180 8 1,123 2 124 (59) 6 (53) 71 (41) 608 320 157 4 1,089 — 151 (58) 6 (52) 99 — $ 112 $ 99 $ 5 (1) (6) (23) (4) (34) 2 (27) (1) — (1) (28) 41 13 Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net income increased $13 million primarily due to higher electric distribution rates and an increase in transmission rates (net of the impact of the settlement agreement of transmission-related income tax regulatory liabilities), partially offset by an increase in depreciation and amortization expense and unfavorable weather conditions in ACE's service territory. The changes in Operating revenues consisted of the following: Weather Volume Distribution Transmission Other Regulatory required programs Total increase 2020 vs. 2019 (Decrease) Increase (8) (1) 24 (19) 3 (1) 6 5 $ $ Weather. The demand for electricity is affected by weather conditions. With respect to the electric business, very warm weather in summer months and very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity. Conversely, mild weather reduces demand. There was a decrease related to weather for the year ended December 31, 2020 compared to the same period in 2019 due to the impact of unfavorable weather conditions in ACE's service territory. 106 Table of Contents ACE Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a 20-year period in ACE’s service territory. The changes in heating and cooling degree days in ACE’s service territory for the year ended December 31, 2020 compared to same period in 2019, and normal weather consisted of the following: Heating and Cooling Degree-Days 2020 2019 Normal 2020 vs. 2019 2020 vs. Normal Heating Degree-Days Cooling Degree-Days 4,029 1,314 4,467 1,374 4,667 1,174 (9.8)% (4.4)% (13.7)% 11.9 % For the Years Ended December 31, % Change Volume, exclusive of the effects of weather, remained relatively consistent for the year ended December 31, 2020 compared to the same period in 2019. Electric Retail Deliveries to Customers (in GWhs) Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total retail deliveries (a) Number of Electric Customers Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads 2020 2019 % Change 2020 vs. 2019 Weather - Normal % Change (b) 4,029 1,277 3,067 47 8,420 3,966 1,346 3,429 47 8,788 1.6 % (5.1)% (10.6)% — % (4.2)% 4.7 % (4.0)% (10.0)% (0.2)% (2.5)% As of December 31, 2020 2019 497,672 61,622 3,282 701 494,596 61,497 3,392 679 Total __________ (a) Reflects delivery volumes from customers purchasing electricity directly from ACE and customers purchasing electricity from a competitive electric generation supplier as 563,277 560,164 all customers are assessed distribution charges. (b) Reflects the change in delivery volumes assuming normalized weather based on the historical 20-year average. Distribution Revenue increased for the year ended December 31, 2020 compared to the same period in 2019 primarily due to higher electric distribution rates that became effective in April 2019 and April 2020. Transmission Revenue. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue decreased for the year ended December 31, 2020 compared to the same period in 2019 primarily due to the settlement agreement for transmission-related income tax regulatory liabilities, partially offset by higher fully recoverable costs. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Other Revenue includes rental revenue, service connection fees, and mutual assistance revenues. Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs, Societal Benefits Charge, Transition Bonds, and BGS procurement and administrative costs. The riders are designed to provide full and current cost recovery as well as a return in certain instances. The costs of these programs are included in Purchased power expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the choice to purchase electricity from competitive electric generation suppliers. 107 Table of Contents ACE Customer choice programs do not impact the volume of deliveries, as ACE remains the distribution service provider for all customers and charges a regulated rate for distribution service, which is recorded in Operating revenues. For customers that choose to purchase electric generation from competitive suppliers, ACE acts as the billing agent and therefore does not record Operating revenues or Purchased power expense related to the electricity. For customers that choose to purchase electric generation from ACE, ACE is permitted to recover the electricity, ZEC, and REC procurement costs without mark-up and therefore records equal and offsetting amounts in Operating revenues and Purchased power expense related to the electricity, ZECs, and RECs. See Note 5 - Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of ACE's revenue disaggregation. The increase of $1 million for the year ended December 31, 2020 compared to same period in 2019, in Purchased power expense is fully offset in Operating revenues as part of regulatory required programs. The changes in Operating and maintenance expense consisted of the following: Labor, other benefits, contracting and materials Storm-related costs Pension and non-pension postretirement benefits expense Other Regulatory required programs Total increase (a) 2020 vs. 2019 Increase (Decrease) 6 3 (1) (2) 6 — 6 $ $ __________ (a) ACE is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through the Societal Benefits Charge. The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory asset amortization Regulatory required programs Total increase 2020 vs. 2019 Increase (Decrease) $ $ 17 (2) 8 23 __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures. Gain on sale of assets for year ended December 31, 2020 compared to same period in 2019 increased due to the sale of land in the first quarter of 2020. Effective income tax rates were (57.7)% and 0.0% for the years ended December 31, 2020 and 2019, respectively. The change is primarily related to the settlement agreement of transmission-related income tax regulatory liabilities. See Note 3 — Regulatory Matters and Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates. Liquidity and Capital Resources All results included throughout the liquidity and capital resources section are presented on a GAAP basis. The Registrants’ operating and capital expenditures requirements are provided by internally generated cash flows from operations, the sale of certain receivables, as well as funds from external sources in the capital markets and through bank borrowings. The Registrants’ businesses are capital intensive and require considerable capital resources. Each of the Registrants annually evaluates its financing plan, dividend practices, 108 Table of Contents and credit line sizing, focusing on maintaining its investment grade ratings while meeting its cash needs to fund capital requirements, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. A broad spectrum of financing alternatives beyond the core financing options can be used to meet its needs and fund growth including monetizing assets in the portfolio via project financing, asset sales, and the use of other financing structures (e.g., joint ventures, minority partners, etc.). Each Registrant’s access to external financing on reasonable terms depends on its credit ratings and current overall capital market business conditions, including that of the utility industry in general. If these conditions deteriorate to the extent that the Registrants no longer have access to the capital markets at reasonable terms, the Registrants have access to credit facilities with aggregate bank commitments of $10.6 billion. As a result of disruptions in the commercial paper markets due to COVID-19 in March of 2020, Generation borrowed $1.5 billion on its revolving credit facility to refinance commercial paper. Generation repaid the $1.5 billion borrowed on the revolving credit facility on April 3, 2020 using funds from short-term loans issued in March 2020, cash proceeds from the sale of certain customer accounts receivable, and borrowings from the Exelon intercompany money pool. See Note 6 — Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information on the sale of customer accounts receivable. See Executive Overview for additional information on COVID-19. The Registrants continue to utilize their credit facilities to support their commercial paper programs, provide for other short-term borrowings, and to issue letters of credit. See the “Credit Matters” section below for additional information. The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs, and capital expenditure requirements. The Registrants primarily use their capital resources, including cash, to fund capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. The Registrants spend a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, the Utility Registrants operate in rate-regulated environments in which the amount of new investment recovery may be delayed or limited and where such recovery takes place over an extended period of time. See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ debt and credit agreements. Despite disruptions in the financial markets due to COVID-19, the Registrants issued long-term debt of $5.3 billion and were able to successfully complete their planned long-term debt issuances in 2020. NRC Minimum Funding Requirements (Exelon and Generation) NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts to decommission the facility. These NRC minimum funding levels are typically based upon the assumption that decommissioning activities will commence after the end of the current licensed life of each unit. If a unit fails the NRC minimum funding test, then the plant’s owners or parent companies would be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional cash contributions to the NDT fund to ensure sufficient funds are available. See Note 10 - Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information. If a nuclear plant were to early retire there is a risk that it will no longer meet the NRC minimum funding requirements due to the earlier commencement of decommissioning activities and a shorter time period over which the NDT funds could appreciate in value. A shortfall could require that Generation address the shortfall by, among other things, obtaining a parental guarantee for Generation’s share of the funding assurance. However, the amount of any guarantees or other assurance will ultimately depend on the decommissioning approach, the associated level of costs, and the NDT fund investment performance going forward. Within two years after shutting down a plant, Generation must submit a PSDAR to the NRC that includes the planned option for decommissioning the site. Upon retirement, Dresden will have adequate funding assurance, however, due to the earlier commencement of decommissioning activities and a shorter time period over which the NDT fund investments could appreciate in value, Byron may no longer meet the NRC minimum funding requirements and, as a result, the NRC may require additional financial assurance including possibly a parental guarantee from Exelon. Considering the different approaches to decommissioning available to Generation, the most likely estimates currently anticipated could require financial assurance for radiological decommissioning at Byron of up to $90 million. 109 Table of Contents Upon issuance of any required financial guarantees, each site would be able to utilize the respective NDT funds for radiological decommissioning costs, which represent the majority of the total expected decommissioning costs. However, under the regulations, the NRC must approve an exemption in order for Generation to utilize the NDT funds to pay for non-radiological decommissioning costs (i.e. spent fuel management and site restoration costs, if applicable). If a unit does not receive this exemption, those costs would be borne by Generation without reimbursement from or access to the NDT funds. Accordingly, based on current projections of the most likely decommissioning approach, it is expected that Dresden would not require supplemental cash from Generation, but some portion of the Byron spent fuel management costs would need to be funded through supplemental cash from Generation. While the ultimate amounts may vary and could be offset by reimbursement of certain spent fuel management costs under the DOE settlement agreement, decommissioning for Byron may require supplemental cash from Generation of up to $185 million, net of taxes, over a period of 10 years after permanent shutdown. As of December 31, 2020, Exelon would not be required to post a parental guarantee for TMI Unit 1 under the SAFSTOR scenario which is the planned decommissioning option as described in the TMI Unit 1 PSDAR filed by Generation with the NRC on April 5, 2019. On October 16, 2019, the NRC granted Generation's exemption request to use the TMI Unit 1 NDT funds for spent fuel management costs. An additional exemption request would be required to allow the funds to be spent on site restoration costs, which are not expected to be incurred in the near term. Project Financing (Exelon and Generation) Project financing is used to help mitigate risk of specific generating assets. Project financing is based upon a nonrecourse financial structure, in which project debt is paid back from the cash generated by the specific asset or portfolio of assets. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other project-related borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, or restructured, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives. Additionally, project finance has credit facilities. See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on nonrecourse debt and credit facilities. Cash Flows from Operating Activities (All Registrants) Generation’s cash flows from operating activities primarily result from the sale of electric energy and energy-related products and services to customers. Generation’s future cash flows from operating activities may be affected by future demand for and market prices of energy and its ability to continue to produce and supply power at competitive costs as well as to obtain collections from customers. The Utility Registrants' cash flows from operating activities primarily result from the transmission and distribution of electricity and, in the case of PECO, BGE, and DPL, gas distribution services. The Utility Registrants' distribution services are provided to an established and diverse base of retail customers. The Utility Registrants' future cash flows may be affected by the economy, weather conditions, future legislative initiatives, future regulatory proceedings with respect to their rates or operations, and their ability to achieve operating cost reductions. See Note 3 — Regulatory Matters and Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of regulatory and legal proceedings and proposed legislation. 110 Table of Contents The following table provides a summary of the change in cash flows from operating activities for the years ended December 31, 2020 and 2019 by Registrant: (Decrease) increase in cash flows from operating activities Net income Adjustments to reconcile net income to cash: Non-cash operating activities Pension and non-pension postretirement benefit contributions Income taxes Changes in working capital and other noncurrent assets and liabilities Option premiums paid, net Collateral received (posted), net Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ (1,074) $ (638) $ (250) $ (81) $ (11) $ 18 $ 23 $ (22) $ 13 273 (193) 204 (2,456) (110) 932 328 (80) (116) (2,633) (110) 960 156 (71) (87) (93) — (34) (42) 10 65 74 — — 26 (33) (30) 127 79 — 4 (120) (123) (14) (41) 42 — — 3 (10) 96 — — 25 1 (37) 11 — — $ 136 $ (115) $ (11) $ (22) $ (3) (1) (3) (68) — — (62) (Decrease) increase in cash flows from operating activities $ (2,424) $ (2,289) $ (379) $ Changes in the Registrants' cash flows from operations were generally consistent with changes in each Registrant’s respective results of operations, as adjusted by changes in working capital in the normal course of business, except as discussed below. In addition, significant operating cash flow impacts for the Registrants for 2020 and 2019 were as follows: • • • • See Note 24 —Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements and the Registrants’ Consolidated Statement of Cash Flows for additional information on non-cash operating activity. See Note 14 —Income Taxes of the Combined Notes to Consolidated Financial Statements and the Registrants' Consolidated Statement of Cash Flows for additional information on income taxes. Depending upon whether Generation is in a net mark-to-market liability or asset position, collateral may be required to be posted with or collected from its counterparties. In addition, the collateral posting and collection requirements differ depending on whether the transactions are on an exchange or in the OTC markets. During 2020, Exelon and Generation derecognized approximately $1.2 billion of accounts receivable. See Note 6 — Accounts Receivable for additional information on the sales of customer accounts receivable. Pension and Other Postretirement Benefits Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation, and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make levelized annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This level funding strategy helps minimize volatility of future period required pension contributions. Based on this funding strategy and current market conditions, which are subject to change, Exelon’s estimated annual qualified pension contributions will be approximately $500 million in 2021. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given that they are not subject to statutory minimum contribution requirements. While OPEB plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however, Exelon’s management has historically considered several factors in determining the level of contributions to its OPEB plans, including liabilities management, levels of benefit claims paid, and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans. 111 Table of Contents The following table provides all Registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to OPEB plans in 2021: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Qualified Pension Plans Non-Qualified Pension Plans OPEB $ 505 $ 196 170 14 57 29 1 — 3 51 $ 27 2 1 1 9 2 1 — 75 24 23 — 16 7 6 — — To the extent interest rates decline significantly or the pension and OPEB plans earn less than the expected asset returns, annual pension contribution requirements in future years could increase. Conversely, to the extent interest rates increase significantly or the pension and OPEB plans earn greater than the expected asset returns, annual pension and OPEB contribution requirements in future years could decrease. Additionally, expected contributions could change if Exelon changes its pension or OPEB funding strategy. Cash Flows from Investing Activities (All Registrants) The following table provides a summary of the change in cash flows from investing activities for the years ended December 31, 2020 and 2019 by Registrant: Increase (decrease) in cash flows from investing activities Capital expenditures $ Proceeds from NDT fund sales, net Acquisitions of assets and businesses, net Proceeds from sales of assets and businesses Changes in intercompany money pool Collection of DPP Other investing activities Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ (800) (87) 41 (7) — 3,771 6 $ 98 (87) 41 (6) — 3,771 8 (302) — — — — — (27) (329) $ $ (208) — — — 136 — 8 $ (64) $ (102) — — — — — (6) (108) $ $ (249) — — — — — 10 (239) $ $ (147) — — — — — (3) (150) $ $ (76) — — — — — (4) (80) $ $ (26) — — — — — 7 (19) Increase (decrease) in cash flows from investing activities $ 2,924 $ 3,825 $ Significant investing cash flow impacts for the Registrants for 2020 and 2019 were as follows: • • Variances in capital expenditures are primarily due to the timing of cash expenditures for capital projects. Refer below for additional information on projected capital expenditure spending. Changes in intercompany money pool are driven by short-term borrowing needs. Refer to more information regarding the intercompany money pool below. 112 Table of Contents Capital Expenditure Spending The Registrants most recent estimates of capital expenditures for plant additions and improvements for 2021 are approximately as follows: (in millions) Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Transmission Distribution Gas Total N/A N/A 475 175 325 525 250 125 150 N/A N/A 1,925 750 450 1,100 675 225 200 N/A $ N/A N/A 350 425 75 N/A 75 N/A 7,775 1,150 2,400 1,275 1,200 1,700 925 425 350 Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economic conditions and other factors. Generation Approximately 48% of projected 2021 capital expenditures at Generation are for the acquisition of nuclear fuel, with the remaining amounts primarily reflecting additions and upgrades to existing generation facilities (including material condition improvements during nuclear refueling outages). Generation anticipates that it will fund capital expenditures with internally generated funds and borrowings. Utility Registrants Projected 2021 capital expenditures at the Utility Registrants are for continuing projects to maintain and improve operations, including enhancing reliability and adding capacity to the transmission and distribution systems such as the Utility Registrants' construction commitments under PJM’s RTEP. The Utility Registrants as transmission owners are subject to NERC compliance requirements. NERC provides guidance to transmission owners regarding assessments of transmission lines. The results of these assessments could require the Utility Registrants to incur incremental capital or operating and maintenance expenditures to ensure their transmission lines meet NERC standards. In 2010, NERC provided guidance to transmission owners that recommended the Utility Registrants perform assessments of their transmission lines. ComEd, PECO, and BGE submitted their final bi-annual reports to NERC in January 2014. PECO will be incurring incremental capital expenditures associated with this guidance following the completion of the assessments. Specific projects and expenditures are identified as the assessments are completed. PECO’s forecasted 2021 capital expenditures above reflect capital spending for remediation to be completed through 2021. ComEd, BGE, Pepco, DPL, and ACE are complete with their assessments and do not expect capital expenditures related to this guidance in 2021. The Utility Registrants anticipate that they will fund their capital expenditures with a combination of internally generated funds and borrowings and additional capital contributions from parent. 113 Table of Contents Cash Flows from Financing Activities (All Registrants) The following tables provides a summary of the change in cash flows from financing activities for the years ended December 31, 2020 and 2019 by Registrant: Increase (decrease) in cash flows from financing activities Changes in short-term borrowings, net Long-term debt, net Changes in intercompany money pool Dividends paid on common stock Distributions to member Contributions from parent/member Other financing activities Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ $ 5 403 — (84) — — (121) $ 200 (958) 385 — (835) 23 (19) 63 100 — 9 — 462 3 637 $ $ — 25 40 18 — 60 2 $ (116) — — (22) — 218 — $ 145 $ 80 $ 131 146 (3) — (27) 96 (5) 338 $ $ (89) 162 — (19) — 102 (3) 153 $ $ 34 35 — (2) — 49 (1) $ 115 $ 186 (53) — 10 — (58) — 85 Increase (decrease) in cash flows from financing activities $ 203 $ (1,204) $ Significant financing cash flow impacts for the Registrants for 2020 and 2019 were as follows: • • • • • Changes in short-term borrowings, net, is driven by repayments on and issuances of notes due in less than 365 days. Refer to Note 17 - Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on short-term borrowings. Long-term debt, net, varies due to debt issuances and redemptions each year. Refer to debt issuances and redemptions tables below for additional information. Changes in intercompany money pool are driven by short-term borrowing needs. Refer to more information regarding the intercompany money pool below. Exelon’s ability to pay dividends on its common stock depends on the receipt of dividends paid by its operating subsidiaries. The payments of dividends to Exelon by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings. See Note 19 - Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on dividend restrictions. See below for quarterly dividends declared. For the years ended December 31, 2020 and 2019, other financing activities primarily consists of debt issuance costs. See debt issuances table below for additional information on the Registrants’ debt issuances. 114 Table of Contents Debt Issuances and Redemptions See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ long- term debt. Debt activity for 2020 and 2019 by Registrant was as follows: During 2020, the following long-term debt was issued: Company Type Interest Rate Maturity Amount Use of Proceeds Exelon Exelon Notes Notes Generation Senior Notes 4.05 % 4.70 % 3.25 % April 15, 2030 $ 1,250 Repay existing indebtedness and for general corporate purposes. April 15, 2050 750 Repay existing indebtedness and for general corporate purposes. June 1, 2025 900 Repay existing indebtedness and for general corporate purposes. Generation EGR IV Nonrecourse Debt (a) LIBOR + 2.75% December 15, 2027 750 Repay existing indebtedness and for general corporate purposes. Generation Energy Efficiency Project Financing (b) 3.95 % February 28, 2021 3 Funding to install energy conservation measures for the Fort Meade project. Generation ComEd ComEd PECO BGE Pepco Pepco DPL DPL ACE ACE Energy Efficiency Project Financing (b) First Mortgage Bonds, Series 128 First Mortgage Bonds, Series 129 First and Refunding Mortgage Bonds Senior Notes 2.53 % 2.20 % March 1, 2030 3.00 % March 1, 2050 March 31, 2021 3 Funding to install energy conservation measures for the Fort AP Hill project. 350 Repay a portion of outstanding commercial paper obligations and fund other general corporate purposes. 650 Repay a portion of outstanding commercial paper obligations and fund other general corporate purposes. 2.80 % 2.90 % June 15, 2050 350 Funding for general corporate purposes. June 15, 2050 400 Repay commercial paper obligations and for general corporate purposes. First Mortgage Bonds 2.53 % February 25, 2030 150 Repay existing indebtedness and for general corporate purposes. First Mortgage Bonds 3.28 % September 23, 2050 150 Repay existing indebtedness and for general First Mortgage Bonds Tax-Exempt Bonds (c) Tax-Exempt First Mortgage Bonds First Mortgage Bonds 2.53 % 1.05 % 2.25 % 3.24 % corporate purposes. June 9, 2030 100 Repay existing indebtedness and for general January 1, 2031 June 1, 2029 corporate purposes. 78 Refinance existing indebtedness. 23 Refinance existing indebtedness. June 9, 2050 100 Repay existing indebtedness and for general corporate purposes. __________ (a) See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt. (b) For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt. (c) The bonds have a 1.05% interest rate through July 2025. 115 Table of Contents During 2019, the following long-term debt was issued: Company Type Interest Rate Maturity Amount Use of Proceeds Generation Generation Generation ComEd ComEd PECO BGE Pepco Pepco DPL ACE ACE Energy Efficiency Project Financing (a) Energy Efficiency Project Financing (a) Energy Efficiency Project Financing (a) First Mortgage Bonds, Series 126 First Mortgage Bonds, Series 127 First and Refunding Mortgage Bonds Senior Notes 3.95 % February 28, 2021 $ 4 Funding to install energy conservation measures for the Fort Meade project. 3.46 % February 28, 2021 39 Funding to install energy conservation measures for the Marine Corps. Logistics Project. 2.53 % March 31, 2021 2 Funding to install energy conservation measures for the Fort AP Hill project. 4.00 % March 1, 2049 400 Repay a portion of ComEd’s outstanding commercial paper obligations and fund other general corporate purposes. 3.20 % November 15, 2049 300 Repay a portion of ComEd’s outstanding commercial paper obligations and fund other general corporate purposes. 3.00 % September 15, 2049 325 Repay short-term borrowings and for general corporate purposes. 3.20 % September 15, 2049 400 Repay commercial paper obligations and for general corporate purposes. First Mortgage Bonds 3.45 % June 13, 2029 150 Repay existing indebtedness and for general Unsecured Tax-Exempt Bonds First Mortgage Bonds 1.70 % September 1, 2022 110 Refinance existing indebtedness. corporate purposes. 4.14 % December 12, 2049 75 Repay existing indebtedness and for general corporate purposes. First Mortgage Bonds 3.50 % May 21, 2029 100 Repay existing indebtedness and for general corporate purposes. First Mortgage Bonds 4.14 % May 21, 2049 50 Repay existing indebtedness and for general corporate purposes. __________ (a) For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt. 116 Table of Contents During 2020, the following long-term debt was retired and/or redeemed: Company Type Interest Rate Exelon Exelon Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation ComEd DPL ACE ACE Notes Long-Term Software License Agreement Senior Notes Senior Notes Senior Notes (a) Tax-Exempt Bonds EGR IV Nonrecourse Debt (b) Continental Wind Nonrecourse Debt (b) Antelope Valley DOE Nonrecourse Debt (b) RPG Nonrecourse Debt (b) Energy Efficiency Project Financing NUKEM SolGen Nonrecourse Debt Energy Efficiency Project Financing First Mortgage Bonds Tax-Exempt Bonds Tax-Exempt First Mortgage Bonds Transition Bonds 2.85% 3.95% 2.95% 4.00% 5.15% Maturity June 15, 2020 May 1, 2024 January 15, 2020 October 1, 2020 December 1, 2020 2.50% - 2.70% December 1, 2025 - June 1, 2036 3 month LIBOR + 3.00% 6.00% 2.29% - 3.56% 4.11% 3.71% 3.15% 3.93% 4.12% 4.00% 5.40% 4.88% 5.55% November 30, 2024 February 28, 2033 January 5, 2037 March 31, 2035 December 31, 2020 September 30, 2020 September 30, 2036 November 30, 2020 August 1, 2020 February 1, 2031 June 1, 2029 October 20, 2023 $ Amount 900 24 1,000 550 550 412 796 33 23 9 4 3 3 1 500 78 23 20 __________ (a) The senior notes are legacy Constellation mirror debt that were previously held at Exelon and Generation. As part of the 2012 Constellation merger, Exelon and Generation assumed intercompany loan agreements that mirrored the terms and amounts of external obligations held by Exelon, resulting in intercompany notes payable at Generation. (b) See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt. 117 Table of Contents During 2019, the following long-term debt was retired and/or redeemed: Company Type Exelon Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation Generation ComEd Pepco DPL ACE Long-Term Software License Agreement Antelope Valley DOE Nonrecourse Debt Kennett Square Capital Lease (a) Continental Wind Nonrecourse Debt Pollution control notes (a) RPG Nonrecourse Debt (a) Energy Efficiency Project Financing EGR IV Nonrecourse Debt (a) Hannie Mae, LLC Defense Financing Energy Efficiency Project Financing NUKEM SolGen Nonrecourse Debt Energy Efficiency Project Financing (a) Energy Efficiency Project Financing Energy Efficiency Project Financing Senior Notes Dominion Federal Corp Fort Detrick Project Financing First Mortgage Bonds Secured Tax-Exempt Bonds Medium Term Notes, Unsecured Transition Bonds Interest Rate 3.95% 2.33% - 3.56% 7.83% 6.00% 2.50% 4.11% 3.46% 3 month LIBOR + 3.00% 4.12% 3.72% 3.15% 3.93% 4.17% 3.53% 4.26% 5.20% 3.17% 3.55% 2.15% 6.20% - 7.49% 7.61% 5.55% Maturity Amount May 1, 2024 January 5, 2037 September 20, 2020 February 28, 2033 March 1, 2019 March 31, 2035 April 30, 2019 November 30, 2024 November 30, 2019 July 31, 2019 September 30, 2020 September 30, 2036 October 31, 2019 March 31, 2020 September 30, 2019 October 1, 2019 October 31, 2019 October 31, 2019 January 15, 2019 2021 - 2022 December 2, 2019 October 20, 2023 $ 18 23 5 32 23 10 39 38 1 25 36 6 1 1 1 600 18 1 300 110 12 18 __________ (a) See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt. From time to time and as market conditions warrant, the Registrants may engage in long-term debt retirements via tender offers, open market repurchases or other viable options to reduce debt on their respective balance sheets. Dividends Quarterly dividends declared by the Exelon Board of Directors during the year ended December 31, 2020 and for the first quarter of 2021 were as follows: Period Declaration Date Shareholder of Record Date Dividend Payable Date Cash per Share (a) First Quarter 2020 Second Quarter 2020 Third Quarter 2020 Fourth Quarter 2020 First Quarter 2021 January 28, 2020 April 28, 2020 July 28, 2020 November 2, 2020 February 21, 2021 February 20, 2020 May 15, 2020 August 14, 2020 November 16, 2020 March 8, 2021 March 10, 2020 $ June 10, 2020 $ September 10, 2020 $ December 10, 2020 $ March 15, 2021 $ 0.3825 0.3825 0.3825 0.3825 0.3825 ___________ (a) Exelon's Board of Directors approved an updated dividend policy for 2021. The 2021 quarterly dividend will remain the same as the 2020 dividend of $0.3825 per share. 118 Table of Contents Credit Matters (All Registrants) The Registrants fund liquidity needs for capital investment, working capital, energy hedging, and other financial commitments through cash flows from continuing operations, public debt offerings, commercial paper markets, and large, diversified credit facilities. The credit facilities include $10.6 billion in aggregate total commitments of which $7.7 billion was available to support additional commercial paper as of December 31, 2020, and of which no financial institution has more than 7% of the aggregate commitments for the Registrants. The Registrants had access to the commercial paper markets and had availability under their revolving credit facilities during 2020 to fund their short-term liquidity needs, when necessary. The Registrants routinely review the sufficiency of their liquidity position, including appropriate sizing of credit facility commitments, by performing various stress test scenarios, such as commodity price movements, increases in margin-related transactions, changes in hedging levels, and the impacts of hypothetical credit downgrades. The Registrants have continued to closely monitor events in the financial markets and the financial institutions associated with the credit facilities, including monitoring credit ratings and outlooks, credit default swap levels, capital raising, and merger activity. See PART I. ITEM 1A. RISK FACTORS for additional information regarding the effects of uncertainty in the capital and credit markets. The Registrants believe their cash flow from operating activities, access to credit markets, and their credit facilities provide sufficient liquidity. If Generation lost its investment grade credit rating as of December 31, 2020, it would have been required to provide incremental collateral of approximately $1.5 billion to meet collateral obligations for derivatives, non-derivatives, normal purchases and normal sales contracts, and applicable payables and receivables, net of the contractual right of offset under master netting agreements, which is well within the $4.7 billion of available credit capacity of its revolver. The following table presents the incremental collateral that each Utility Registrant would have been required to provide in the event each Utility Registrant lost its investment grade credit rating at December 31, 2020 and available credit facility capacity prior to any incremental collateral at December 31, 2020: ComEd PECO BGE Pepco DPL ACE PJM Credit Policy Collateral Other Incremental Collateral Required (a) Available Credit Facility Capacity Prior to Any Incremental Collateral $ 13 $ 2 10 8 4 — $ — 34 54 — 9 — 675 600 600 264 154 113 __________ (a) Represents incremental collateral related to natural gas procurement contracts. Exelon Credit Facilities Exelon Corporate, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit. See Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ credit facilities and short term borrowing activity. 119 Table of Contents Capital Structure At December 31, 2020, the capital structures of the Registrants consisted of the following: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Long-term debt Long-term debt to (a) affiliates Common equity Member’s equity Commercial paper and notes payable 50 % 1 % 46 % — % 3 % 27 % 1 % — % 68 % 4 % 43 % 1 % 54 % — % 44 % 2 % 54 % — % 47 % — % 53 % — % 40 % — % — % 58 % 2 % — % — % 2 % 49 % — % 50 % — % 1 % 48 % — % 48 % — % 4 % 47 % — % 47 % — % 6 % __________ (a) Includes approximately $390 million, $205 million, and $184 million owed to unconsolidated affiliates of Exelon, ComEd, and PECO respectively. These special purpose entities were created for the sole purposes of issuing mandatorily redeemable trust preferred securities of ComEd and PECO. See Note 23 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding the authoritative guidance for VIEs. Security Ratings The Registrants’ access to the capital markets, including the commercial paper market, and their respective financing costs in those markets, may depend on the securities ratings of the entity that is accessing the capital markets. The Registrants’ borrowings are not subject to default or prepayment as a result of a downgrading of securities, although such a downgrading of a Registrant’s securities could increase fees and interest charges under that Registrant’s credit agreements. As part of the normal course of business, the Registrants enter into contracts that contain express provisions or otherwise permit the Registrants and their counterparties to demand adequate assurance of future performance when there are reasonable grounds for doing so. In accordance with the contracts and applicable contracts law, if the Registrants are downgraded by a credit rating agency, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequate assurance of future performance, which could include the posting of collateral. See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on collateral provisions. The credit ratings for Exelon Corporate, PECO, BGE, PHI, Pepco, DPL, and ACE did not change for the twelve months ended December 31, 2020. On November 4, 2020, S&P revised its assessment of the strategic relationship between Exelon and Generation and subsequently lowered Generation's senior unsecured debt rating to 'BBB' from 'BBB+'. On July 21, 2020, S&P lowered ComEd's long-term issuer credit rating from 'A-' to a 'BBB+'. S&P also affirmed the current 'A' rating on ComEd's senior secured debt and 'A-2' short-term rating, which influences long and short-term borrowing cost. 120 Table of Contents Intercompany Money Pool To provide an additional short-term borrowing option that will generally be more favorable to the borrowing participants than the cost of external financing, both Exelon and PHI operate an intercompany money pool. Maximum amounts contributed to and borrowed from the money pool by participant and the net contribution or borrowing as of December 31, 2020, are presented in the following tables: Exelon Intercompany Money Pool Exelon Corporate Generation PECO BSC PHI Corporate PCI PHI Intercompany Money Pool Pepco DPL ACE Shelf Registration Statements $ $ For the Year Ended December 31, 2020 As of December 31, 2020 Maximum Contributed Maximum Borrowed Contributed (Borrowed) 1,364 $ — $ 254 292 25 — 60 (980) (40) (563) (22) — 598 (285) (40) (312) (21) 60 For the Year Ended December 31, 2020 As of December 31, 2020 Maximum Contributed Maximum Borrowed Contributed (Borrowed) 166 $ 62 — (57) $ (95) (133) — — — Exelon, Generation, and the Utility Registrants have a currently effective combined shelf registration statement unlimited in amount, filed with the SEC, that will expire in August 2022. The ability of each Registrant to sell securities off the shelf registration statement or to access the private placement markets will depend on a number of factors at the time of the proposed sale, including other required regulatory approvals, as applicable, the current financial condition of the Registrant, its securities ratings and market conditions. Regulatory Authorizations The Utility Registrants are required to obtain short-term and long-term financing authority from Federal and State Commissions as follows: As of December 31, 2020 (b) ComEd PECO BGE Pepco DPL ACE (c) Short-term Financing Authority (a) Long-term Financing Authority (a) Commission Expiration Date Amount Commission Expiration Date Amount FERC FERC FERC FERC FERC NJBPU December 31, 2021 $ December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 2,500 1,500 700 500 500 350 ICC PAPUC MDPSC MDPSC / DCPSC MDPSC / DPSC NJBPU February 1, 2023 $ December 31, 2021 N/A December 31, 2022 December 31, 2022 December 31, 2022 893 1,225 1,100 900 297 600 __________ (a) Generation currently has blanket financing authority it received from FERC in connection with its market-based rate authority. (b) As of December 31, 2020, ComEd had $893 million in new money long-term debt financing authority from the ICC with an expiration date of February 1, 2023. On January 20, 2021, ComEd received $350 million of long-term debt refinancing authority from the ICC approved with an effective date of February 1, 2021 and an expiration date of February 1, 2024. (c) On December 2, 2020, ACE received approval from the NJBPU for $600 million in new long-term debt financing authority with an effective date of January 1, 2021. 121 Table of Contents Contractual Obligations and Off-Balance Sheet Arrangements The following tables summarize the Registrants’ future estimated cash payments as of December 31, 2020 under existing contractual obligations, including payments due by period. Exelon (a) Long-term debt Interest payments on long-term debt (c) (b) Operating leases Purchase power obligations (e) Fuel purchase agreements Electric supply procurement (d) Long-term renewable energy and REC commitments Other purchase obligations DC PLUG obligation SNF obligation (f) Pension contributions (g) Total contractual obligations Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 36,839 $ 1,809 $ 3,933 $ 3,012 $ 24,486 1,213 1,613 5,667 3,170 2,238 9,374 100 1,208 3,030 1,468 141 512 1,183 1,909 301 6,673 30 — 505 2,766 224 823 1,584 1,253 548 1,492 60 — 1,010 2,592 193 264 1,237 8 437 440 10 — 1,010 $ 88,938 $ 14,531 $ 13,693 $ 9,203 $ 28,085 17,660 655 14 1,663 — 952 769 — 1,208 505 51,511 __________ (a) (b) Includes amounts from ComEd and PECO financing trusts. Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2020. Includes estimated interest payments due to ComEd and PECO financing trusts. (c) Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $98 million, $55 million, $44 million, $44 million, $44 million, and $179 million for 2021, 2022, 2023, 2024, 2025, and thereafter, respectively and $464 million in total. (d) Purchase power obligations primarily include expected payments for REC purchases and payments associated with contracted generation agreements, which may be reduced based on plant availability. Expected payments exclude payments on renewable generation contracts that are contingent in nature. (e) Represents commitments to purchase nuclear fuel, natural gas and related transportation, storage capacity, and services, including those related to CENG. (f) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. (g) These amounts represent Exelon’s expected contributions to its qualified pension plans. Qualified pension contributions for years after 2026 are not included. 122 Table of Contents Generation Long-term debt Interest payments on long-term debt (b) Operating leases (a) Purchase power obligations (d) Fuel purchase agreements Other purchase obligations (e) (c) SNF obligation Total contractual obligations Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 6,066 $ 195 $ 1,024 $ 900 $ 3,536 731 1,613 4,450 2,286 1,208 270 47 512 928 1,208 — 474 114 823 1,207 231 — 443 109 264 1,022 155 — $ 19,890 $ 3,160 $ 3,873 $ 2,893 $ 3,947 2,349 461 14 1,293 692 1,208 9,964 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2020. (b) Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $98 million, $55 million, $44 million, $44 million, $44 million, and $179 million for 2021, 2022, 2023, 2024, 2025, and thereafter, respectively and $464 million in total. (c) Purchase power obligations primarily include expected payments for REC purchases and capacity payments associated with contracted generation agreements, which may be reduced based on plant availability. Expected payments exclude payments on renewable generation contracts that are contingent in nature. (d) Represents commitments to purchase nuclear fuel, natural gas and related transportation, storage capacity, and services, including those related to CENG. (e) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between Generation and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. 123 Table of Contents ComEd (a) Long-term debt Interest payments on long-term debt Operating leases (b) Electric supply procurement Long-term renewable energy and REC commitments Other purchase obligations ZEC commitments (c) Total contractual obligations Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 9,284 $ 350 $ — $ 250 $ 7,207 8 600 1,953 1,524 1,127 360 3 388 269 1,397 176 720 3 212 485 74 351 711 2 — 384 35 351 8,684 5,416 — — 815 18 249 $ 21,703 $ 2,943 $ 1,845 $ 1,733 $ 15,182 __________ (a) (b) Includes amounts from ComEd financing trust. Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Includes estimated interest payments due to the ComEd financing trust. (c) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between ComEd and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. PECO Long-term debt (a) Interest payments on long-term debt Operating leases (b) (c) Fuel purchase agreements Electric supply procurement (d) Other purchase obligations Total contractual obligations Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 3,984 $ 2,867 1 405 536 898 300 $ 146 1 138 431 813 400 $ 280 — 183 105 66 350 $ 271 — 41 — 19 2,934 2,170 — 43 — — $ 8,691 $ 1,829 $ 1,034 $ 681 $ 5,147 __________ (a) (b) Includes amounts from PECO financing trusts. Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Includes estimated interest payments due to the PECO financing trusts. (c) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (d) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between PECO and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. 124 Table of Contents BGE Long-term debt Interest payments on long-term debt Operating leases (a) Fuel purchase agreements Electric supply procurement (b) Other purchase obligations Total contractual obligations (c) Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 3,700 $ 300 $ 550 $ — $ 2,450 81 517 1,088 1,372 127 46 84 665 976 240 17 128 423 364 220 — 109 — 26 2,850 1,863 18 196 — 6 $ 9,208 $ 2,198 $ 1,722 $ 355 $ 4,933 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. (b) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (c) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between BGE and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. PHI Long-term debt Interest payments on long-term debt Finance leases Operating leases (a) Fuel purchase agreements Electric supply procurement Long-term renewable energy and REC commitments (b) Other purchase obligations DC PLUG obligation (c) Total contractual obligations Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 6,443 $ 4,135 339 $ 266 809 $ 517 700 $ 447 53 306 295 1,791 285 1,767 100 8 40 33 1,051 32 1,362 30 16 77 66 732 63 341 60 16 69 65 8 53 48 10 4,595 2,905 13 120 131 — 137 16 — $ 15,175 $ 3,161 $ 2,681 $ 1,416 $ 7,917 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2020. (b) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (c) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between Pepco, DPL, ACE, and PHISCO and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. 125 Table of Contents Pepco Long-term debt Interest payments on long-term debt Finance leases Operating leases (a) Electric supply procurement Other purchase obligations DC PLUG obligation (b) Total contractual obligations Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 3,185 $ 2,429 18 63 754 1,034 100 — $ 147 3 8 432 748 30 309 $ 281 400 $ 251 2,476 1,750 6 15 314 243 60 6 12 8 32 10 3 28 — 11 — $ 7,583 $ 1,368 $ 1,228 $ 719 $ 4,268 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. (b) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between Pepco and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. DPL Long-term debt Interest payments on long-term debt Finance leases Operating leases (a) Fuel purchase agreements Electric supply procurement (b) Long-term renewable energy and associated REC commitments Other purchase obligations Total contractual obligations (c) Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 1,666 $ 1,016 79 $ 59 500 $ 116 — $ 82 21 80 295 469 285 419 3 11 33 290 32 349 6 19 66 179 63 63 6 15 65 — 53 7 1,087 759 6 35 131 — 137 — $ 4,251 $ 856 $ 1,012 $ 228 $ 2,155 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2020. (b) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (c) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between DPL and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. 126 Table of Contents ACE Long-term debt Interest payments on long-term debt Finance leases Operating leases (a) Electric supply procurement Other purchase obligations Total contractual obligations (b) Total 2021 2022 - 2023 2024 - 2025 2026 and beyond Payment due within $ 1,407 $ 527 14 16 568 267 259 $ 46 2 5 329 236 — $ 92 4 7 239 25 300 $ 86 4 4 — 6 848 303 4 — — — $ 2,799 $ 877 $ 367 $ 400 $ 1,155 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2020 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. (b) Represents the future estimated value at December 31, 2020 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between ACE and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period. See Note 19 — Commitments and Contingencies and Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ other commitments potentially triggered by future events. Additionally, see below for where to find additional information regarding certain contractual obligations in the Combined Notes to the Consolidated Financial Statements: Item Long-term debt Interest payments on long-term debt Finance leases Operating leases SNF obligation REC commitments ZEC commitments DC PLUG obligation Pension contributions Sales of Customer Accounts Receivable Location within Notes to the Consolidated Financial Statements Note 17 — Debt and Credit Agreements Note 17 — Debt and Credit Agreements Note 11 — Leases Note 11 — Leases Note 19 — Commitments and Contingencies Note 3 — Regulatory Matters Note 3 — Regulatory Matters Note 3 — Regulatory Matters Note 15 — Retirement Benefits On April 8, 2020, Generation entered into an accounts receivable financing facility with a number of financial institutions and a commercial paper conduit to sell certain receivables, which expires on April 7, 2021 unless renewed by the mutual consent of the parties in accordance with its terms. The facility allows Generation to obtain financing at lower cost and diversify its sources of liquidity. See Note 6 — Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Registrants are exposed to market risks associated with adverse changes in commodity prices, counterparty credit, interest rates, and equity prices. Exelon’s RMC approves risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief executive officer and includes the chief risk officer, chief strategy officer, chief executive officer of Exelon Utilities, chief commercial officer, chief financial officer, and chief executive officer of Constellation. The RMC reports to the Finance and Risk Committee of the Exelon Board of Directors on the scope of the risk management activities. 127 Table of Contents Commodity Price Risk (All Registrants) Commodity price risk is 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. To the extent the total amount of energy Exelon generates and purchases differs from the amount of energy it has contracted to sell, Exelon is exposed to market fluctuations in commodity prices. Exelon seeks to mitigate its commodity price risk through the sale and purchase of electricity, fossil fuel, and other commodities. Generation Electricity available from Generation’s owned or contracted generation supply in excess of Generation’s obligations to customers, including portions of the Utility Registrants' retail load, is sold into the wholesale markets. To reduce commodity price risk caused by market fluctuations, Generation enters into non- derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures. Generation uses derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices. Generation expects the settlement of the majority of its economic hedges will occur during 2021 through 2023. In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions which have not been hedged. Exelon's hedging program involves the hedging of commodity price risk for Exelon's expected generation, typically on a ratable basis over three-year periods. As of December 31, 2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for 2021. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generation based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts, including Generation’s sales to ComEd, PECO, BGE, Pepco, DPL, and ACE to serve their retail load. A portion of Generation’s hedging strategy may be accomplished with fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. Market price risk exposure is the risk of a change in the value of unhedged positions. The forecasted market price risk exposure for Generation’s entire economic hedge portfolio associated with a $5 reduction in the annual average around-the-clock energy price based on December 31, 2020 market conditions and hedged position would be a decrease in pre-tax net income of approximately $15 million for 2021. Power price sensitivities are derived by adjusting power price assumptions while keeping all other price inputs constant. Generation actively manages its portfolio to mitigate market price risk exposure for its unhedged position. Actual results could differ depending on the specific timing of, and markets affected by, price changes, as well as future changes in Generation’s portfolio. See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. Fuel Procurement Generation procures natural gas through long-term and short-term contracts, and spot-market purchases. Nuclear fuel assemblies are obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’s procurement contracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity or service at the contracted prices. Approximately 60% of Generation’s uranium concentrate requirements from 2021 through 2025 are supplied by three suppliers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentrates can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s financial statements. 128 Table of Contents Utility Registrants ComEd entered into 20-year floating-to-fixed renewable energy swap contracts beginning in June 2012, which are considered an economic hedge and have changes in fair value recorded to an offsetting regulatory asset or liability. ComEd has block energy contracts to procure electric supply that are executed through a competitive procurement process, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting. PECO, BGE, Pepco, DPL, and ACE have contracts to procure electric supply that are executed through a competitive procurement process. BGE, Pepco, DPL, and ACE have certain full requirements contracts, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting. Other full requirements contracts are not derivatives. PECO, BGE, and DPL also have executed derivative natural gas contracts, which either qualify for NPNS or have no mark-to-market balances because the derivatives are index priced, to hedge their long-term price risk in the natural gas market. The hedging programs for natural gas procurement have no direct impact on their financial statements. PECO, BGE, Pepco, DPL, and ACE do not execute derivatives for speculative or proprietary trading purposes. For additional information on these contracts, see Note 3 — Regulatory Matters and Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements. Trading and Non-Trading Marketing Activities The following table detailing Exelon’s, Generation’s, and ComEd’s trading and non-trading marketing activities are included to address the recommended disclosures by the energy industry’s Committee of Chief Risk Officers (CCRO). The following table provides detail on changes in Exelon’s, Generation’s, and ComEd’s commodity mark-to-market net asset or liability balance sheet position from December 31, 2018 to December 31, 2020. It indicates the drivers behind changes in the balance sheet amounts. This table incorporates the mark-to-market activities that are immediately recorded in earnings. This table excludes all NPNS contracts and does not segregate proprietary trading activity. See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the mark-to-market energy contract net assets (liabilities) recorded as of December 31, 2020 and 2019. 129 Table of Contents Total mark-to-market energy contract net assets (liabilities) at December 31, 2018 (a) $ 299 $ 548 $ (249) Exelon Generation ComEd Total change in fair value during 2019 of contracts recorded in result of operations Reclassification to realized at settlement of contracts recorded in results of operations Changes in fair value—recorded through regulatory assets Changes in allocated collateral (b) Net option premium received Option premium amortization Upfront payments and amortizations Total mark-to-market energy contract net assets (liabilities) at December 31, 2019 (a) (c) Total change in fair value during 2020 of contracts recorded in result of operations Reclassification to realized at settlement of contracts recorded in results of operations Changes in allocated collateral Net option premium paid Option premium amortization Upfront payments and amortizations (c) (427) 226 (52) 572 29 (22) (58) 567 (203) 469 (513) 139 (104) 73 (427) 226 — 572 29 (22) (58) 868 (203) 469 (513) 139 (104) 73 — — (52) — — — — (301) — — — — — — Total mark-to-market energy contract net assets (liabilities) at December 31, 2020 (a) $ 428 $ 729 $ (301) __________ (a) Amounts are shown net of collateral paid to and received from counterparties. (b) For ComEd, the changes in fair value are recorded as a change in regulatory assets. As of December 31, 2019 and 2020, ComEd recorded a regulatory liability of $301 million and $301 million, respectively, related to its mark-to-market derivative liabilities with Generation and unaffiliated suppliers. ComEd recorded $78 million of decreases in fair value and an increase for realized losses due to settlements of $26 million in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2019. ComEd recorded $33 million of decrease in fair value and an increase for realized losses due to settlements of $33 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2020. Includes derivative contracts acquired or sold by Generation through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations. (c) Fair Values The following tables present maturity and source of fair value for Exelon, Generation, and ComEd mark-to-market commodity contract net assets (liabilities). The tables provide two fundamental pieces of information. First, the tables provide the source of fair value used in determining the carrying amount of the Registrants’ total mark-to-market net assets (liabilities), net of allocated collateral. Second, the tables show the maturity, by year, of the Registrants’ commodity contract net assets (liabilities), net of allocated collateral, giving an indication of when these mark-to-market amounts will settle and either generate or require cash. See Note 18 — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial Statements for additional information regarding fair value measurements and the fair value hierarchy. 130 Table of Contents Exelon 2021 2022 2023 2024 2025 2026 and Beyond Total Fair Value Maturities Within Normal Operations, Commodity derivative contracts (a)(b) : Actively quoted prices (Level 1) $ (48) $ 8 $ 8 $ 11 $ 17 $ Prices provided by external sources (Level 2) Prices based on model or other valuation methods (Level 3) (c) 212 182 78 80 13 47 (1) (7) 1 (16) — $ — (157) Total $ 346 $ 166 $ 68 $ 3 $ 2 $ (157) $ (4) 303 129 428 __________ (a) Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in results of operations. (b) Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $416 million at December 31, 2020. Includes ComEd’s net assets (liabilities) associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers. (c) Generation 2021 2022 2023 2024 2025 2026 and Beyond Total Fair Value Maturities Within Normal Operations, Commodity derivative contracts (a)(b) : Actively quoted prices (Level 1) $ (48) $ 8 $ 8 $ 11 $ 17 $ — $ Prices provided by external sources (Level 2) Prices based on model or other valuation methods (Level 3) 212 215 78 109 13 75 (1) 20 1 10 — 1 Total $ 379 $ 195 $ 96 $ 30 $ 28 $ 1 $ (4) 303 430 729 __________ (a) Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in the results of operations. (b) Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $416 million at December 31, 2020. ComEd (a) Commodity derivative contracts : Prices based on model or other valuation methods (Level 3) (a) $ (33) $ (29) $ (28) $ (27) $ (26) $ (158) $ (301) 2021 2022 2023 2024 2025 2026 and Beyond Total Fair Value Maturities Within __________ (a) Represents ComEd’s net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers. Credit Risk (All Registrants) The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties that execute derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. See Note 16—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of credit risk. 131 Table of Contents Generation The following tables provide information on Generation’s credit exposure for all derivative instruments, normal purchases and normal sales agreements, and payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2020. 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 duration of a company’s credit risk by credit rating of the counterparties. The figures in the table below exclude credit risk exposure from individual retail customers, uranium procurement contracts, and exposure through RTOs, ISOs, and commodity exchanges, which are discussed below. Rating as of December 31, 2020 Investment grade Non-investment grade No external ratings Internally rated—investment grade Internally rated—non-investment grade Total $ $ Total Exposure Before Credit Collateral Credit Collateral (a) Net Exposure Number of Counterparties Greater than 10% of Net Exposure Net Exposure of Counterparties Greater than 10% of Net Exposure 577 $ 32 165 80 27 $ — 1 28 854 $ 56 $ 550 32 164 52 798 — $ — — — — $ Rating as of December 31, 2020 Investment grade Non-investment grade No external ratings Internally rated—investment grade Internally rated—non-investment grade Total Net Credit Exposure by Type of Counterparty Financial institutions Investor-owned utilities, marketers, power producers Energy cooperatives and municipalities Other Total Maturity of Credit Risk Exposure Less than 2 Years 2-5 Years Exposure Greater than 5 Years Total Exposure Before Credit Collateral $ $ 520 $ 32 128 67 36 $ 21 $ — 25 10 — 12 3 747 $ 71 $ 36 $ As of December 31, 2020 $ $ — — — — — 577 32 165 80 854 15 607 138 38 798 __________ (a) As of December 31, 2020, credit collateral held from counterparties where Generation had credit exposure included $31 million of cash and $25 million of letters of credit. The Utility Registrants Credit risk for the Utility Registrants is governed by credit and collection policies, which are aligned with state regulatory requirements. The Utility Registrants are currently obligated to provide service to all electric customers within their franchised territories. The Utility Registrants record an allowance for credit losses on customer receivables, based upon historical loss experience, current conditions, and forward-looking risk factors, to provide for the potential loss from nonpayment by these customers. The Utility Registrants will monitor nonpayment from customers and will make any necessary adjustments to the allowance for credit losses on customer receivables. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for credit losses policy. The Utility Registrants did not have any customers representing over 10% of their revenues as of December 31, 2020. See Note 3 — Regulatory Matters of the 132 Table of Contents Combined Notes to Consolidated Financial Statements for additional information regarding the regulatory recovery of credit losses on customer accounts receivable. As of December 31, 2020, the Utility Registrants net credit exposure to suppliers was immaterial. See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements. Credit-Risk-Related Contingent Features (All Registrants) Generation As part of the normal course of business, Generation routinely enters into physical or financial contracts for the sale and purchase of electricity, natural gas, and other commodities. In accordance with the contracts and applicable law, if Generation is downgraded by a credit rating agency, especially if such downgrade is to a level below investment grade, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequate assurance of future performance. Depending on Generation’s net position with a counterparty, the demand could be for the posting of collateral. In the absence of expressly agreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. See Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding collateral requirements and Note 19 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the letters of credit supporting the cash collateral. Generation transacts output through bilateral contracts. The bilateral contracts are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations. Any failure to collect these payments from counterparties could have a material impact on Exelon’s and Generation’s financial statements. As market prices rise above or fall below contracted price levels, Generation is required to post collateral with purchasers; as market prices fall below contracted price levels, counterparties are required to post collateral with Generation. To post collateral, Generation depends on access to bank credit facilities, which serve as liquidity sources to fund collateral requirements. See ITEM 7. Liquidity and Capital Resources — Credit Matters — Exelon Credit Facilities for additional information. The Utility Registrants As of December 31, 2020, the Utility Registrants were not required to post collateral under their energy and/or natural gas procurement contracts. See Note 3 — Regulatory Matters and Note 16 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. RTOs and ISOs (All Registrants) All Registrants participate in all, or some, of the established, wholesale spot energy markets that are administered by PJM, ISO-NE, NYISO, CAISO, MISO, SPP, AESO, OIESO, and ERCOT. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs in markets regulated by FERC. In these areas, power is traded through bilateral agreements between buyers and sellers and on the spot energy markets that are administered by the RTOs or ISOs, as applicable. In areas where there is no spot energy market, electricity is purchased and sold solely through bilateral agreements. For sales into the spot markets administered by an RTO or ISO, the RTO or ISO maintains financial assurance policies that are established and enforced by those administrators. The credit policies of the RTOs and ISOs may, under certain circumstances, require that losses arising from the default of one member on spot energy market transactions be shared by the remaining participants. Non-performance or non-payment by a major counterparty could result in a material adverse impact on the Registrants’ financial statements. Exchange Traded Transactions (Exelon, Generation, PHI, and DPL) Generation enters into commodity transactions on NYMEX, ICE, NASDAQ, NGX, and the Nodal exchange ("the Exchanges"). DPL enters into commodity transactions on ICE. The Exchange clearinghouses act as the counterparty to each trade. Transactions on the Exchanges must adhere to comprehensive collateral and margining requirements. As a result, transactions on Exchanges are significantly collateralized and have limited counterparty credit risk. 133 Table of Contents Interest Rate and Foreign Exchange Risk (Exelon and Generation) Exelon and Generation use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. Exelon and Generation may also utilize interest rate swaps to manage their interest rate exposure. A hypothetical 50 basis point increase in the interest rates associated with unhedged variable- rate debt (excluding Commercial Paper) and fixed-to-floating swaps would result in approximately a $2 million decrease in Exelon pre-tax income for the year ended December 31, 2020. To manage foreign exchange rate exposure associated with international energy purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated as economic hedges. See Note 16—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. Equity Price Risk (Exelon and Generation) Exelon and Generation maintain trust funds, as required by the NRC, to fund certain costs of decommissioning its nuclear plants. As of December 31, 2020, Generation’s NDT funds are reflected at fair value in its Consolidated Balance Sheets. The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to compensate Generation for inflationary increases in decommissioning costs; however, the equity securities in the trust funds are exposed to price fluctuations in equity markets, and the value of fixed-rate, fixed-income securities are exposed to changes in interest rates. Generation actively monitors the investment performance of the trust funds and periodically reviews asset allocation in accordance with Generation’s NDT fund investment policy. A hypothetical 25 basis points increase in interest rates and 10% decrease in equity prices would result in a $851 million reduction in the fair value of the trust assets. This calculation holds all other variables constant and assumes only the discussed changes in interest rates and equity prices. See Liquidity and Capital Resources section of ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information of equity price risk as a result of the current capital and credit market conditions. 134 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Generation General Generation’s integrated business consists of the generation, physical delivery, and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity and natural gas to both wholesale and retail customers. Generation also sells renewable energy and other energy-related products and services. Generation has five reportable segments consisting of the Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions. These segments are discussed in further detail in ITEM 1. BUSINESS — Exelon Generation Company, LLC of this Form 10-K. Executive Overview A discussion of items pertinent to Generation’s executive overview is set forth under ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Exelon Corporation — Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of Generation’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—Generation in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources Generation’s business is capital intensive and requires considerable capital resources. Generation’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, participation in the intercompany money pool, or capital contributions from Exelon. Generation’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where Generation no longer has access to the capital markets at reasonable terms, Generation has credit facilities in the aggregate of $5.3 billion that currently support its commercial paper program and issuances of letters of credit. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund Generation’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. Generation spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Cash Flows from Operating Activities A discussion of items pertinent to Generation’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to Generation’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities 135 Table of Contents A discussion of items pertinent to Generation’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Credit Matters A discussion of credit matters pertinent to Generation is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of Generation’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of Generation’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Generation Generation is exposed to market risks associated with credit, interest rates, and equity price. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk — Exelon. 136 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ComEd General ComEd operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in northern Illinois, including the City of Chicago. This segment is discussed in further detail in ITEM 1. BUSINESS—ComEd of this Form 10-K. Executive Overview A discussion of items pertinent to ComEd’s executive overview is set forth under EXELON CORPORATION—Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of ComEd’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—ComEd in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources ComEd’s business is capital intensive and requires considerable capital resources. ComEd’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, or credit facility borrowings. ComEd’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2020, ComEd had access to a revolving credit facility with aggregate bank commitments of $1 billion. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund ComEd’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. ComEd spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, ComEd operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to ComEd’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to ComEd’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to ComEd’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 137 Table of Contents Credit Matters A discussion of credit matters pertinent to ComEd is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of ComEd’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of ComEd’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ComEd ComEd is exposed to market risks associated with commodity price and credit. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk— Exelon. 138 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PECO General PECO operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in southeastern Pennsylvania including the City of Philadelphia, and the purchase and regulated retail sale of natural gas and the provision of distribution service in Pennsylvania in the counties surrounding the City of Philadelphia. This segment is discussed in further detail in ITEM 1. BUSINESS—PECO of this Form 10-K. Executive Overview A discussion of items pertinent to PECO’s executive overview is set forth under EXELON CORPORATION—Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of PECO’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—PECO in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources PECO’s business is capital intensive and requires considerable capital resources. PECO’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, or participation in the intercompany money pool. PECO’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where PECO no longer has access to the capital markets at reasonable terms, PECO has access to a revolving credit facility. At December 31, 2020, PECO had access to a revolving credit facility with aggregate bank commitments of $600 million. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund PECO’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. PECO spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, PECO operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to PECO’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to PECO’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to PECO’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 139 Table of Contents Credit Matters A discussion of credit matters pertinent to PECO is set forth under Credit Matters in “EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of PECO’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of PECO’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK PECO PECO is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk—Exelon. 140 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BGE General BGE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in central Maryland, including the City of Baltimore, and the purchase and regulated retail sale of natural gas and the provision of distribution service in central Maryland, including the City of Baltimore. This segment is discussed in further detail in ITEM 1. BUSINESS—BGE of this Form 10-K. Executive Overview A discussion of items pertinent to BGE’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of BGE’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—BGE in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources BGE’s business is capital intensive and requires considerable capital resources. BGE’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper. BGE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where BGE no longer has access to the capital markets at reasonable terms, BGE has access to a revolving credit facility. At December 31, 2020, BGE had access to a revolving credit facility with aggregate bank commitments of $600 million. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund BGE’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. BGE spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, BGE operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to BGE’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to BGE’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to BGE’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 141 Table of Contents Credit Matters A discussion of credit matters pertinent to BGE is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of BGE’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of BGE’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK BGE BGE is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk—Exelon. 142 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PHI General PHI has three reportable segments Pepco, DPL, and ACE. Its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services, and to a lesser extent, the purchase and regulated retail sale and supply of natural gas in Delaware. This segment is discussed in further detail in ITEM 1. BUSINESS — PHI of this Form 10-K. Executive Overview A discussion of items pertinent to PHI’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of PHI’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—PHI in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources PHI’s business is capital intensive and requires considerable capital resources. PHI’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper, borrowings from the Exelon money pool, or capital contributions from Exelon. PHI’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund PHI’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. PHI spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Cash Flows from Operating Activities A discussion of items pertinent to PHI’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to PHI’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to PHI’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 143 Table of Contents Credit Matters A discussion of credit matters pertinent to PHI is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of PHI’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of PHI’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK PHI PHI is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk — Exelon. 144 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Pepco General Pepco operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in District of Columbia and major portions of Prince George’s County and Montgomery County in Maryland. This segment is discussed in further detail in ITEM 1. BUSINESS — Pepco of this Form 10-K. Executive Overview A discussion of items pertinent to Pepco’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of Pepco’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—Pepco in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources Pepco’s business is capital intensive and requires considerable capital resources. Pepco’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, or credit facility borrowings. Pepco’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2020, Pepco had access to a revolving credit facility with aggregate bank commitments of $300 million. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund Pepco’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. Pepco spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, Pepco operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to Pepco’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to Pepco’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to Pepco’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 145 Table of Contents Credit Matters A discussion of credit matters pertinent to Pepco is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of Pepco’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of Pepco’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Pepco Pepco is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk— Exelon. 146 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DPL General DPL operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in portions of Maryland and Delaware, and the purchase and regulated retail sale and supply of natural gas in New Castle County, Delaware. This segment is discussed in further detail in ITEM 1. BUSINESS — DPL of this Form 10-K. Executive Overview A discussion of items pertinent to DPL’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of DPL’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—DPL in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources DPL’s business is capital intensive and requires considerable capital resources. DPL’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper. DPL’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where DPL no longer has access to the capital markets at reasonable terms, DPL has access to a revolving credit facility. At December 31, 2020, DPL had access to a revolving credit facility with aggregate bank commitments of $300 million. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund DPL’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. DPL spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, DPL operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to DPL’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to DPL’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to DPL’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 147 Table of Contents Credit Matters A discussion of credit matters pertinent to DPL is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of DPL’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of DPL’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK DPL DPL is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk—Exelon. 148 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ACE General ACE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in portions of southern New Jersey. This segment is discussed in further detail in ITEM 1. BUSINESS — ACE of this Form 10-K. Executive Overview A discussion of items pertinent to ACE’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K. Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 A discussion of ACE’s results of operations for 2020 compared to 2019 is set forth under Results of Operations—ACE in EXELON CORPORATION — Results of Operations of this Form 10-K. Liquidity and Capital Resources ACE’s business is capital intensive and requires considerable capital resources. ACE’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, or credit facility borrowings. ACE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2020, ACE had access to a revolving credit facility with aggregate bank commitments of $300 million. See EXELON CORPORATION — Liquidity and Capital Resources and Note 17 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information. Capital resources are used primarily to fund ACE’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and OPEB obligations, and invest in new and existing ventures. ACE spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, ACE operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to ACE’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to ACE’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to ACE’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 149 Table of Contents Credit Matters A discussion of credit matters pertinent to ACE is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of ACE’s contractual obligations, commercial commitments, and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. Critical Accounting Policies and Estimates See All Registrants — Critical Accounting Policies and Estimates above for a discussion of ACE’s critical accounting policies and estimates. New Accounting Pronouncements See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ACE ACE is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk— Exelon. 150 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 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, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Exelon’s management concluded that, as of December 31, 2020, Exelon’s internal control over financial reporting was effective. The effectiveness of Exelon’s internal control over financial reporting as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 24, 2021 151 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Exelon Generation Company, LLC (Generation) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. Generation’s management conducted an assessment of the effectiveness of Generation’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Generation’s management concluded that, as of December 31, 2020, Generation’s internal control over financial reporting was effective. February 24, 2021 152 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Commonwealth Edison Company (ComEd) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. ComEd’s management conducted an assessment of the effectiveness of ComEd’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ComEd’s management concluded that, as of December 31, 2020, ComEd’s internal control over financial reporting was effective. February 24, 2021 153 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of PECO Energy Company (PECO) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. PECO’s management conducted an assessment of the effectiveness of PECO’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PECO’s management concluded that, as of December 31, 2020, PECO’s internal control over financial reporting was effective. February 24, 2021 154 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Baltimore Gas and Electric Company (BGE) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. BGE’s management conducted an assessment of the effectiveness of BGE’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, BGE’s management concluded that, as of December 31, 2020, BGE’s internal control over financial reporting was effective. February 24, 2021 155 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Pepco Holdings LLC (PHI) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. PHI’s management conducted an assessment of the effectiveness of PHI’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PHI’s management concluded that, as of December 31, 2020, PHI’s internal control over financial reporting was effective. February 24, 2021 156 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Potomac Electric Power Company (Pepco) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. Pepco’s management conducted an assessment of the effectiveness of Pepco’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Pepco’s management concluded that, as of December 31, 2020, Pepco’s internal control over financial reporting was effective. February 24, 2021 157 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Delmarva Power & Light Company (DPL) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. DPL’s management conducted an assessment of the effectiveness of DPL’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, DPL’s management concluded that, as of December 31, 2020, DPL’s internal control over financial reporting was effective. February 24, 2021 158 Table of Contents Management’s Report on Internal Control Over Financial Reporting The management of Atlantic City Electric Company (ACE) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 generally accepted accounting principles. 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. ACE’s management conducted an assessment of the effectiveness of ACE’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ACE’s management concluded that, as of December 31, 2020, ACE’s internal control over financial reporting was effective. February 24, 2021 159 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Exelon Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1)(i), and the financial statement schedules listed in the index appearing under Item 15(a)(1)(ii), of Exelon Corporation and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company 160 Table of Contents are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 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. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Annual Nuclear Decommissioning Asset Retirement Obligations (ARO) Assessment As described in Notes 1 and 10 to the consolidated financial statements, the Company has a legal obligation to decommission its nuclear generation stations following the expiration of their operating licenses. To estimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, management uses a probability-weighted cash flow model, which on a unit-by-unit basis, considers multiple scenarios that include significant estimates and assumptions such as decommissioning cost studies, cost escalation rates, probabilistic cash flow models and discount rates. Management updates its ARO annually unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. As of December 31, 2020, the nuclear decommissioning ARO was approximately $11.9 billion. The principal considerations for our determination that performing procedures relating to the Company’s annual ARO assessment is a critical audit matter are the significant judgment by management when estimating its decommissioning obligation; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the reasonableness of management’s cash flow model and significant assumptions related to decommissioning cost studies. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used in management’s ARO assessment. These procedures also included, among others, testing management’s process for developing the ARO estimates by evaluating the appropriateness of the cash flow model, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of management’s significant assumptions related to decommissioning cost studies. Professionals with specialized skill and knowledge were used to assist in evaluating the results of decommissioning cost studies. Impairment Assessment of Long-Lived Generation Assets As described in Notes 1 and 12 to the consolidated financial statements, the Company evaluates the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, or plans to dispose of a long-lived asset significantly before the end of its useful life. Management determines if long-lived assets and asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The expected future cash flows include significant unobservable inputs including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. As of December 31, 2020, the total carrying value of long-lived generation assets subject to this evaluation was approximately $22.2 billion. 161 Table of Contents The principal considerations for our determination that performing procedures relating to the Company’s impairment assessment of long-lived generation assets is a critical audit matter are the significant judgment by management in assessing the recoverability of these asset groups; this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the reasonableness of management’s significant assumptions related to revenue and generation forecasts. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used to estimate the recoverability and fair value of the Company’s long-lived generation asset groups. These procedures also included, among others, testing management’s process for developing expected future cash flows for long-lived generation asset groups by evaluating the appropriateness of the future cash flow model, testing the completeness and accuracy of the data used by management, and evaluating the reasonableness of management’s significant assumptions related to revenue and generation forecasts. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of revenue forecasts. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $10.0 billion of regulatory assets and approximately $10.1 billion of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 24, 2021 We have served as the Company’s auditor since 2000. 162 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Member of Exelon Generation Company, LLC Opinion on the Financial Statements We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(2)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(2)(ii), of Exelon Generation Company, LLC and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Annual Nuclear Decommissioning Asset Retirement Obligations (ARO) Assessment As described in Notes 1 and 10 to the consolidated financial statements, the Company has a legal obligation to decommission its nuclear generation stations following the expiration of their operating licenses. To estimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, management uses a probability-weighted cash flow model, which on a unit-by-unit basis, considers multiple scenarios that include significant estimates and assumptions such as decommissioning cost studies, cost escalation rates, probabilistic cash flow models and discount rates. Management updates its ARO annually 163 Table of Contents unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. As of December 31, 2020, the nuclear decommissioning ARO was approximately $11.9 billion. The principal considerations for our determination that performing procedures relating to the Company’s annual ARO assessment is a critical audit matter are the significant judgment by management when estimating its decommissioning obligation; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the reasonableness of management’s cash flow model and significant assumptions related to decommissioning cost studies. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used in management’s ARO assessment. These procedures also included, among others, testing management’s process for developing the ARO estimates by evaluating the appropriateness of the cash flow model, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of management’s significant assumptions related to decommissioning cost studies. Professionals with specialized skill and knowledge were used to assist in evaluating the results of decommissioning cost studies. Impairment Assessment of Long-Lived Generation Assets As described in Notes 1 and 12 to the consolidated financial statements, the Company evaluates the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, or plans to dispose of a long-lived asset significantly before the end of its useful life. Management determines if long-lived assets and asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The expected future cash flows include significant unobservable inputs including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. As of December 31, 2020, the total carrying value of long-lived generation assets subject to this evaluation was approximately $22.2 billion. The principal considerations for our determination that performing procedures relating to the Company’s impairment assessment of long-lived generation assets is a critical audit matter are the significant judgment by management in assessing the recoverability of these asset groups; this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the reasonableness of management’s significant assumptions related to revenue and generation forecasts. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used to estimate the recoverability and fair value of the Company’s long-lived generation asset groups. These procedures also included, among others, testing management’s process for developing expected future cash flows for long-lived generation asset groups by evaluating the appropriateness of the future cash flow model, testing the completeness and accuracy of the data used by management, and evaluating the reasonableness of management’s significant assumptions related to revenue and generation forecasts. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of revenue forecasts. /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 24, 2021 We have served as the Company's auditor since 2001. 164 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Commonwealth Edison Company Opinion on the Financial Statements We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(3)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(3)(ii), of Commonwealth Edison Company and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will 165 Table of Contents be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $2.0 billion of regulatory assets and approximately $6.7 billion of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 24, 2021 We have served as the Company's auditor since 2000. 166 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholder of PECO Energy Company Opinion on the Financial Statements We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(4)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(4)(ii), of PECO Energy Company and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will 167 Table of Contents be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $801 million of regulatory assets and approximately $624 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 We have served as the Company's auditor since 1932. 168 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholder of Baltimore Gas and Electric Company Opinion on the Financial Statements We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(5)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(5)(ii), of Baltimore Gas and Electric Company (the “Company”) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1 to the financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in 169 Table of Contents accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $649 million of regulatory assets and approximately $1,139 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 24, 2021 We have served as the Company’s auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company. 170 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Member of Pepco Holdings LLC Opinion on the Financial Statements We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(6)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(6)(ii), of Pepco Holdings LLC and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for 171 Table of Contents its regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $2.4 billion of regulatory assets and approximately $1.6 billion of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 We have served as the Company's auditor since 2001. 172 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholder of Potomac Electric Power Company Opinion on the Financial Statements We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(7)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(7)(ii), of Potomac Electric Power Company (the “Company”) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1 to the financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in 173 Table of Contents accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $784 million of regulatory assets and approximately $690 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 We have served as the Company's auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company. 174 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholder of Delmarva Power & Light Company Opinion on the Financial Statements We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(8)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(8)(ii), of Delmarva Power & Light Company (the “Company”) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1 to the financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in 175 Table of Contents accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $280 million of regulatory assets and approximately $540 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 We have served as the Company's auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company. 176 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholder of Atlantic City Electric Company Opinion on the Financial Statements We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(9)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(9)(ii), of Atlantic City Electric Company and its subsidiary (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of Rate Regulation As described in Notes 1 and 3 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for 177 Table of Contents its regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2020, there were approximately $470 million of regulatory assets and approximately $318 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of rate regulation is a critical audit matter are the high degree of audit effort to assess the impact of regulation on accounting for regulatory assets and liabilities and to evaluate the complex audit evidence related to whether the regulatory assets and liabilities will be recovered and settled. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to accounting for regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 We have served as the Company's auditor since 1998. 178 Table of Contents Exelon Corporation and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income (In millions, except per share data) Operating revenues Competitive businesses revenues Rate-regulated utility revenues Revenues from alternative revenue programs Total operating revenues Operating expenses Competitive businesses purchased power and fuel Rate-regulated utility purchased power and fuel Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets and businesses Gain on deconsolidation of business Operating income Other income and (deductions) Interest expense, net Interest expense to affiliates Other, net Total other (deductions) Income before income taxes Income taxes Equity in losses of unconsolidated affiliates Net income Net (loss) income attributable to noncontrolling interests Net income attributable to common shareholders Comprehensive income, net of income taxes Net income Other comprehensive income (loss), net of income taxes Pension and non-pension postretirement benefit plans: Prior service benefit reclassified to periodic benefit cost Actuarial loss reclassified to periodic benefit cost Pension and non-pension postretirement benefit plan valuation adjustment Unrealized (loss) gain on cash flow hedges Unrealized gain on investments in unconsolidated affiliates Unrealized gain (loss) on foreign currency translation Other comprehensive income (loss) Comprehensive income Comprehensive (loss) income attributable to noncontrolling interests Comprehensive income attributable to common shareholders Average shares of common stock outstanding: Basic Assumed exercise and/or distributions of stock-based awards Diluted (a) Earnings per average common share: Basic Diluted For the Years Ended December 31, 2020 2019 2018 $ $ $ $ $ $ 16,400 16,633 6 33,039 9,592 4,512 9,408 5,014 1,714 30,240 24 — 2,823 (1,610) (25) 1,145 (490) 2,333 373 (6) 1,954 (9) 1,963 1,954 (40) 190 (357) (3) — 4 (206) 1,748 (9) $ $ $ 17,754 16,839 (155) 34,438 10,849 4,648 8,615 4,252 1,732 30,096 31 1 4,374 (1,591) (25) 1,227 (389) 3,985 774 (183) 3,028 92 2,936 3,028 (65) 149 (289) — 1 6 (198) 2,830 93 $ 1,757 $ 2,737 $ 976 1 977 973 1 974 $ $ 2.01 2.01 $ $ 3.02 3.01 $ $ 19,168 16,879 (69) 35,978 11,679 4,991 9,337 4,353 1,783 32,143 56 — 3,891 (1,529) (25) (112) (1,666) 2,225 118 (28) 2,079 74 2,005 2,079 (66) 247 (143) 12 2 (10) 42 2,121 75 2,046 967 2 969 2.07 2.07 __________ (a) The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was less than 1 million for the years ended December 31, 2020 and December 31, 2019 and approximately 3 million for the year ended December 31, 2018. See the Combined Notes to Consolidated Financial Statements 179 Table of Contents Exelon Corporation and Subsidiary Companies Consolidated Statements of Cash Flows (In millions) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization Asset impairments Gain on sales of assets and businesses Deferred income taxes and amortization of investment tax credits Net fair value changes related to derivatives Net realized and unrealized (gains) losses on NDT funds Unrealized gain on equity investments Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Inventories Accounts payable and accrued expenses Option premiums (paid), net Collateral received (posted), net Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Proceeds from NDT fund sales Investment in NDT funds Collection of DPP Acquisitions of assets and businesses, net Proceeds from sales of assets and businesses Other investing activities Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Proceeds from short-term borrowings with maturities greater than 90 days Repayments on short-term borrowings with maturities greater than 90 days Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Proceeds from employee stock plans Other financing activities Net cash flows provided by (used in) financing activities Increase (decrease) in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase (decrease) in capital expenditures not paid Increase in DPP Increase (decrease) in PP&E related to ARO update For the Years Ended December 31, 2020 2019 2018 $ 1,954 $ 3,028 $ 2,079 6,527 591 (24) 309 (268) (461) (186) 592 697 (85) (129) (139) 494 140 (601) (5,176) 4,235 (8,048) 3,341 (3,464) 3,771 — 46 18 (4,336) 161 500 — 7,507 (6,440) (1,492) 45 (136) 145 44 1,122 1,166 194 4,441 850 $ $ 5,780 201 (27) 681 222 (663) — 613 (243) (87) (425) (29) (438) (64) (408) (1,482) 6,659 (7,248) 10,051 (10,087) — (41) 53 12 (7,260) 781 — (125) 1,951 (1,287) (1,408) 112 (82) (58) (659) 1,781 1,122 (7) — 968 $ $ 5,971 50 (56) (108) 294 303 — 1,131 (565) (37) 551 (43) 82 340 (383) (965) 8,644 (7,594) 8,762 (8,997) — (154) 91 58 (7,834) (338) 126 (1) 3,115 (1,786) (1,332) 105 (108) (219) 591 1,190 1,781 (69) — (107) $ $ See the Combined Notes to Consolidated Financial Statements 180 Table of Contents Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Mark-to-market derivative assets Unamortized energy contract assets Inventories, net Fossil fuel and emission allowances Materials and supplies Regulatory assets Renewable energy credits Assets held for sale Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $26,727 and $23,979 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Nuclear decommissioning trust funds Investments Goodwill Mark-to-market derivative assets Unamortized energy contract assets Other Total deferred debits and other assets Total assets (a) $ 3,597 (366) 1,469 (71) December 31, 2020 2019 663 $ 438 587 358 4,835 (243) 1,631 (48) 3,231 1,398 644 38 297 1,425 1,228 633 958 1,609 12,562 82,584 8,759 14,464 440 6,677 555 294 2,982 34,171 4,592 1,583 679 47 312 1,456 1,170 348 — 905 12,037 80,233 8,335 13,190 464 6,677 508 336 3,197 32,707 124,977 $ 129,317 $ See the Combined Notes to Consolidated Financial Statements 181 Table of Contents Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDERS’ EQUITY December 31, 2020 2019 Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Regulatory liabilities Mark-to-market derivative liabilities Unamortized energy contract liabilities Renewable energy credit obligation Liabilities held for sale Other Total current liabilities Long-term debt Long-term debt to financing trusts Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Pension obligations Non-pension postretirement benefit obligations Spent nuclear fuel obligation Regulatory liabilities Mark-to-market derivative liabilities Unamortized energy contract liabilities Other Total deferred credits and other liabilities Total liabilities (a) Commitments and contingencies Shareholders’ equity Common stock (No par value, 2,000 shares authorized, 976 shares and 973 shares outstanding at December 31, 2020 and 2019, respectively) Treasury stock, at cost (2 shares at December 31, 2020 and 2019) Retained earnings Accumulated other comprehensive loss, net Total shareholders’ equity Noncontrolling interests Total equity Total liabilities and shareholders' equity $ 2,031 $ 1,819 3,562 2,078 5 581 295 100 661 375 1,264 12,771 35,093 390 13,035 12,300 4,503 2,011 1,208 9,485 473 238 2,942 46,195 94,449 19,373 (123) 16,735 (3,400) 32,585 2,283 34,868 $ 129,317 $ 1,370 4,710 3,560 1,981 5 406 247 132 443 — 1,331 14,185 31,329 390 12,351 10,846 4,247 2,076 1,199 9,986 393 338 3,064 44,500 90,404 19,274 (123) 16,267 (3,194) 32,224 2,349 34,573 124,977 __________ (a) Exelon’s consolidated assets include $10,200 million and $9,532 million at December 31, 2020 and 2019, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Exelon’s consolidated liabilities include $3,598 million and $3,473 million at December 31, 2020 and 2019, respectively, of certain VIEs for which the VIE creditors do not have recourse to Exelon. See Note 23–Variable Interest Entities for additional information. See the Combined Notes to Consolidated Financial Statements 182 Table of Contents Exelon Corporation and Subsidiary Companies Consolidated Statements of Changes in Equity Shareholders' Equity Issued Shares Common Stock Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity $ 965,168 — 3,534 1,318 — — — — $ 18,964 — 41 105 6 — — — — 970,020 — $ — 19,116 — $ 3,111 1,285 — — — — 974,416 — 1,570 1,480 — — 40 112 6 — — $ $ — 19,274 — 40 56 3 — — — — 977,466 $ — 19,373 $ (123) — — — — — — — — (123) — — — — — — — (123) — — — — — — — (123) $ $ $ $ 14,063 2,005 — — — — (1,339) — 14 14,743 2,936 $ — — — — (1,412) — 16,267 1,963 — — — — (1,495) $ — 16,735 $ $ $ (3,026) — — — — — — 41 (10) (2,995) — $ — — — — — $ (199) (3,194) — — — — — — (206) (3,400) $ $ 2,291 74 — — — (60) — 1 — 2,306 92 $ — — — (48) — (1) 2,349 (9) — — — (57) $ — — 2,283 $ 32,169 2,079 41 105 6 (60) (1,339) 42 4 33,047 3,028 40 112 6 (48) (1,412) (200) 34,573 1,954 40 56 3 (57) (1,495) (206) 34,868 (In millions, shares in thousands) Balance, December 31, 2017 Net income Long-term incentive plan activity Employee stock purchase plan issuances Sale of noncontrolling interests Changes in equity of noncontrolling interests Common stock dividends ($1.38/common share) Other comprehensive income, net of income taxes Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard Balance, December 31, 2018 Net income Long-term incentive plan activity Employee stock purchase plan issuances Sale of noncontrolling interests Changes in equity of noncontrolling interests Common stock dividends ($1.45/common share) Other comprehensive income, net of income taxes Balance, December 31, 2019 Net income (loss) Long-term incentive plan activity Employee stock purchase plan issuances Sale of noncontrolling interests Changes in equity of noncontrolling interests Common stock dividends ($1.53/common share) Other comprehensive income, net of income taxes Balance, December 31, 2020 See the Combined Notes to Consolidated Financial Statements 183 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income (In millions) Operating revenues Operating revenues Operating revenues from affiliates Total operating revenues Operating expenses Purchased power and fuel Purchased power and fuel from affiliates Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets and businesses Operating income Other income and (deductions) Interest expense, net Interest expense to affiliates Other, net Total other income and (deductions) Income before income taxes Income taxes Equity in losses of unconsolidated affiliates Net income Net (loss) income attributable to noncontrolling interests Net income attributable to membership interest Comprehensive income, net of income taxes Net income Other comprehensive income (loss), net of income taxes Unrealized (loss) gain on cash flow hedges Unrealized gain on investments in unconsolidated affiliates Unrealized gain (loss) on foreign currency translation Other comprehensive income Comprehensive income Comprehensive (loss) income attributable to noncontrolling interests Comprehensive income attributable to membership interest For the Years Ended December 31, 2020 2019 2018 $ 16,392 $ 1,211 17,603 17,752 $ 1,172 18,924 9,592 (7) 4,613 555 2,123 482 17,358 11 256 (328) (29) 937 580 836 249 (8) 579 (10) 589 $ 10,849 7 4,131 587 1,535 519 17,628 27 1,323 (394) (35) 1,023 594 1,917 516 (184) 1,217 92 1,125 $ 579 $ 1,217 $ (2) — 4 2 581 $ (10) 591 $ — 1 6 7 1,224 $ 93 1,131 $ $ $ $ $ 19,169 1,268 20,437 11,679 14 4,803 661 1,797 556 19,510 48 975 (396) (36) (178) (610) 365 (108) (30) 443 73 370 443 12 1 (10) 3 446 74 372 See the Combined Notes to Consolidated Financial Statements 184 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Statements of Cash Flows (In millions) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization Asset impairments Gain on sales of assets and businesses Deferred income taxes and amortization of investment tax credits Net fair value changes related to derivatives Net realized and unrealized (gains) losses on NDT fund investments Unrealized gain on equity investments Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Option premiums paid, net Collateral received (posted), net Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Proceeds from NDT fund sales Investment in NDT funds Collection of DPP Proceeds from sales of assets and businesses Acquisitions of assets and businesses, net Other investing activities Net cash flows provided by (used in) investing activities Cash flows from financing activities Change in short-term borrowings Proceeds from short-term borrowings with maturities greater than 90 days Issuance of long-term debt Retirement of long-term debt Retirement of long-term debt to affiliate Changes in Exelon intercompany money pool Distributions to member Contributions from member Other financing activities Net cash flows used in financing activities (Decrease) increase in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Decrease in capital expenditures not paid Increase in DPP Increase (decrease) in PP&E related to ARO update For the Years Ended December 31, 2020 2019 2018 $ 579 $ 1,217 $ 443 3,636 563 (11) 78 (270) (461) (186) 18 1,125 24 (77) (343) (139) 479 186 (255) (4,362) 584 (1,747) 3,341 (3,464) 3,771 46 — 11 1,958 20 500 3,155 (4,334) (550) 285 (1,734) 64 (70) (2,664) (122) 449 3,063 201 (27) 361 228 (663) — (124) (186) (52) (47) (248) (29) (481) 302 (175) (467) 2,873 (1,845) 10,051 (10,087) — 52 (41) 3 (1,867) 320 — 42 (813) — (100) (899) 41 (51) (1,460) (454) 903 $ $ 327 $ 449 $ $ (88) 4,441 850 $ (34) — 959 3,415 50 (48) (451) 307 303 — 298 (359) 8 (12) 376 (43) 64 (193) (139) (158) 3,861 (2,242) 8,762 (8,997) — 90 (154) 10 (2,531) — — 15 (141) — 46 (1,001) 155 (55) (981) 349 554 903 (199) — (130) See the Combined Notes to Consolidated Financial Statements 185 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other accounts receivable, net Mark-to-market derivative assets Receivables from affiliates Unamortized energy contract assets Inventories, net Fossil fuel and emission allowances Materials and supplies Renewable energy credits Assets held for sale Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $13,370 and $12,017 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Nuclear decommissioning trust funds Investments Goodwill Mark-to-market derivative assets Prepaid pension asset Unamortized energy contract assets Deferred income taxes Other Total deferred debits and other assets Total assets (a) December 31, 2020 2019 226 $ 89 303 146 2,973 (80) 619 1,298 352 644 153 38 233 978 621 958 1,357 6,947 22,214 14,464 184 47 555 1,558 293 6 1,826 18,933 48,094 $ 2,893 619 675 190 47 236 1,026 336 — 605 7,076 24,193 13,190 235 47 508 1,438 336 12 1,960 17,726 48,995 $ 1,330 (32) 352 $ See the Combined Notes to Consolidated Financial Statements 186 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Balance Sheets (In millions) Current liabilities LIABILITIES AND EQUITY Short-term borrowings Long-term debt due within one year Long-term debt to affiliates due within one year Accounts payable Accrued expenses Payables to affiliates Borrowings from Exelon intercompany money pool Mark-to-market derivative liabilities Unamortized energy contract liabilities Renewable energy credit obligation Liabilities held for sale Other Total current liabilities Long-term debt Long-term debt to affiliates Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefit obligations Spent nuclear fuel obligation Payables to affiliates Mark-to-market derivative liabilities Unamortized energy contract liabilities Other Total deferred credits and other liabilities Total liabilities (a) Commitments and contingencies Equity Member’s equity Membership interest Undistributed earnings Accumulated other comprehensive loss, net Total member’s equity Noncontrolling interests Total equity Total liabilities and equity December 31, 2020 2019 $ $ 840 $ 197 — 1,253 788 107 285 262 7 661 375 444 5,219 5,566 324 3,656 12,054 858 1,208 3,017 205 3 1,308 22,309 33,418 9,624 2,805 (30) 12,399 2,277 14,676 48,094 $ 320 2,624 558 1,692 786 117 — 215 17 443 — 517 7,289 4,464 328 3,752 10,603 878 1,199 3,103 123 11 1,415 21,084 33,165 9,566 3,950 (32) 13,484 2,346 15,830 48,995 __________ (a) Generation’s consolidated assets include $10,182 million and $9,512 million at December 31, 2020 and 2019, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Generation’s consolidated liabilities include $3,572 million and $3,429 million at December 31, 2020 and 2019, respectively, of certain VIEs for which the VIE creditors do not have recourse to Generation. See Note 23–Variable Interest Entities for additional information. See the Combined Notes to Consolidated Financial Statements 187 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Consolidated Statements of Changes in Equity (In millions) Balance, December 31, 2017 Net income Sale of noncontrolling interests Changes in equity of noncontrolling interests Distributions to member Contributions from member Other comprehensive income, net of income taxes Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard Balance, December 31, 2018 Net income Sale of noncontrolling interests Changes in equity of noncontrolling interests Distributions to member Contributions from member Other comprehensive income (loss), net of income taxes Balance, December 31, 2019 Net income Sale of noncontrolling interests Changes in equity of noncontrolling interests Distribution to member of deferred taxes associated with net retirement benefit obligation Distributions to member Contributions from member Other comprehensive income, net of income taxes Balance, December 31, 2020 $ $ $ $ Member’s Equity Membership Interest Undistributed Earnings Accumulated Other Comprehensive Loss, net Noncontrolling Interests Total Equity 9,357 $ — 6 — — 155 4,349 $ 370 — — (1,001) — — — — 9,518 $ — 7 — — 41 — 9,566 $ — 3 — (9) — 64 6 3,724 $ 1,125 — — (899) — — 3,950 $ 589 — — — (1,734) — — 9,624 $ — 2,805 $ (37) $ — — — — — 2 (3) (38) $ — — — — — 6 (32) $ — — — — — — 2 (30) $ 2,290 $ 73 — (60) — — 1 — 2,304 $ 92 — (48) — — (2) 2,346 $ (10) — (59) — — — — 2,277 $ 15,959 443 6 (60) (1,001) 155 3 3 15,508 1,217 7 (48) (899) 41 4 15,830 579 3 (59) (9) (1,734) 64 2 14,676 See the Combined Notes to Consolidated Financial Statements 188 Table of Contents Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased power from affiliates Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Interest expense to affiliates Other, net Total other income and (deductions) Income before income taxes Income taxes Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 5,914 $ (47) 37 5,904 5,850 $ (133) 30 5,747 1,653 345 1,231 289 1,133 299 4,950 — 954 (369) (13) 43 (339) 615 177 438 $ 438 $ 1,565 376 1,041 264 1,033 301 4,580 4 1,171 (346) (13) 39 (320) 851 163 688 $ 688 $ 5,884 (29) 27 5,882 1,626 529 1,068 267 940 311 4,741 5 1,146 (334) (13) 33 (314) 832 168 664 664 $ $ $ See the Combined Notes to Consolidated Financial Statements 189 Table of Contents (In millions) Cash flows from operating activities Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 2019 2018 Net income Adjustments to reconcile net income to net cash flows provided by operating activities: $ 438 $ 688 $ Depreciation and amortization Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Counterparty received (posted), net Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Other investing activities Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Contributions from parent Other financing activities Net cash flows provided by financing activities Increase in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase (decrease) in capital expenditures not paid $ $ See the Combined Notes to Consolidated Financial Statements 190 1,133 228 202 (10) (1) (13) 63 14 8 (148) (590) 1,324 (2,217) 2 (2,215) 193 1,000 (500) (499) 712 (13) 893 2 403 405 $ 1,033 109 265 (34) (12) (16) (51) 48 95 (77) (345) 1,703 (1,915) 29 (1,886) 130 700 (300) (508) 250 (16) 256 73 330 403 $ 664 940 259 242 (136) 26 1 70 11 62 (42) (348) 1,749 (2,126) 29 (2,097) — 1,350 (840) (459) 500 (17) 534 186 144 330 109 $ (37) $ 11 Table of Contents Commonwealth Edison Company and Subsidiary Companies Consolidated Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivables from affiliates Inventories, net Regulatory assets Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $5,672 and $5,168 as of December 31, 2020 and December 31, 2019, respectively) Deferred debits and other assets Regulatory assets Investments Goodwill Receivables from affiliates Prepaid pension asset Other Total deferred debits and other assets Total assets $ 656 (97) 239 (21) December 31, 2020 2019 83 $ 279 604 (59) 306 (20) 559 218 22 170 279 49 1,659 24,557 1,749 6 2,625 2,541 1,022 307 8,250 $ 34,466 $ 90 150 545 286 28 159 281 44 1,583 23,107 1,480 6 2,625 2,622 995 347 8,075 32,765 See the Combined Notes to Consolidated Financial Statements 191 Table of Contents Commonwealth Edison Company and Subsidiary Companies Consolidated Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDERS’ EQUITY December 31, 2020 2019 Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities Mark-to-market derivative liabilities Other Total current liabilities Long-term debt Long-term debt to financing trusts Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefits obligations Regulatory liabilities Mark-to-market derivative liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholders’ equity Common stock ($12.50 par value, 250 shares authorized, 127 shares outstanding at December 31, 2020 and 2019) Other paid-in capital Retained deficit unappropriated Retained earnings appropriated Total shareholders’ equity Total liabilities and shareholders’ equity $ $ 323 $ 350 683 390 96 86 289 33 143 2,393 8,633 205 4,341 126 173 6,403 268 595 11,906 23,137 1,588 8,285 (1,639) 3,095 11,329 34,466 $ 130 500 527 385 103 118 200 32 122 2,117 7,991 205 4,021 128 180 6,542 269 635 11,775 22,088 1,588 7,572 (1,639) 3,156 10,677 32,765 See the Combined Notes to Consolidated Financial Statements 192 Table of Contents (In millions) Balance, December 31, 2017 Net income Appropriation of retained earnings for future dividends Common stock dividends Contributions from parent Balance, December 31, 2018 Net income Appropriation of retained earnings for future dividends Common stock dividends Contributions from parent Balance, December 31, 2019 Net income Appropriation of retained earnings for future dividends Common stock dividends Contributions from parent Balance, December 31, 2020 Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Changes in Shareholders’ Equity Common Stock Other Paid-In Capital Retained Deficit Unappropriated Retained Earnings Appropriated Total Shareholders’ Equity $ $ $ $ 1,588 $ — — — — 1,588 $ — — — — 1,588 $ — — — — 1,588 $ 6,822 $ — — — 500 7,322 $ — — — 250 7,572 $ — — — 713 8,285 $ (1,639) $ 664 (664) — — (1,639) $ 688 (688) — — (1,639) $ 438 (438) — — (1,639) $ 2,771 $ — 664 (459) — 2,976 $ — 688 (508) — 3,156 $ — 438 (499) — 3,095 $ 9,542 664 — (459) 500 10,247 688 — (508) 250 10,677 438 — (499) 713 11,329 See the Combined Notes to Consolidated Financial Statements 193 Table of Contents PECO Energy Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Natural gas operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased fuel Purchased power from affiliates Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Interest expense to affiliates, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 2,519 $ 514 16 9 3,058 2,505 $ 610 (21) 6 3,100 645 185 188 816 159 347 172 2,512 — 546 (136) (11) 18 (129) 417 (30) 447 $ 447 $ 610 262 157 707 154 333 165 2,388 1 713 (124) (12) 16 (120) 593 65 528 $ 528 $ 2,469 568 (7) 8 3,038 734 230 126 742 156 301 163 2,452 1 587 (115) (14) 8 (121) 466 6 460 460 $ $ $ See the Combined Notes to Consolidated Financial Statements 194 Table of Contents PECO Energy Company and Subsidiary Companies Consolidated Statements of Cash Flows (In millions) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization Gain on sale of assets Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Changes in Exelon intercompany money pool Other investing activities Net cash flows used in investing activities Cash flows from financing activities Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Contributions from parent Changes in Exelon intercompany money pool Other financing activities Net cash flows provided by (used in) financing activities Decrease in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase (decrease) in capital expenditures not paid $ $ See the Combined Notes to Consolidated Financial Statements 195 For the Years Ended December 31, 2020 2019 2018 $ 447 $ 528 $ 460 347 — (23) 24 (88) (6) (1) 63 31 (18) 1 777 (1,147) 68 7 (1,072) 350 — (340) 248 40 (4) 294 (1) 27 26 $ 333 (1) 20 38 (29) (5) 4 (11) (34) (28) (64) 751 (939) (68) (1) (1,008) 325 — (358) 188 — (6) 149 (108) 135 27 $ 301 — (5) 51 (74) 7 (14) (3) 15 (28) 29 739 (849) — 9 (840) 700 (500) (306) 89 — (22) (39) (140) 275 135 55 $ 40 $ (12) Table of Contents PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivables from affiliates Receivable from Exelon intercompany money pool Inventories, net Fossil fuel Materials and supplies Regulatory assets Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $3,843 and $3,718 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Investments Receivables from affiliates Prepaid pension asset Other Total deferred debits and other assets Total assets $ 511 (116) 130 (8) December 31, 2020 2019 19 $ 7 412 (55) 145 (7) 395 122 2 — 33 38 25 21 662 10,181 776 30 475 375 32 1,688 $ 12,531 $ 21 6 357 138 1 68 36 35 41 19 722 9,292 554 27 480 365 29 1,455 11,469 See the Combined Notes to Consolidated Financial Statements 196 Table of Contents PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDER'S EQUITY Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Borrowings from Exelon intercompany money pool Customer deposits Regulatory liabilities Other Total current liabilities Long-term debt Long-term debt to financing trusts Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefits obligations Regulatory liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity Common stock (No par value, 500 shares authorized, 170 shares outstanding at December 31, 2020 and 2019) Retained earnings Total shareholder's equity Total liabilities and shareholder's equity December 31, 2020 2019 $ 300 $ 479 129 50 40 59 121 30 1,208 3,453 184 2,242 29 286 503 93 3,153 7,998 3,014 1,519 4,533 $ 12,531 $ — 387 101 55 — 69 91 19 722 3,405 184 2,080 28 288 510 74 2,980 7,291 2,766 1,412 4,178 11,469 See the Combined Notes to Consolidated Financial Statements 197 Table of Contents PECO Energy Company and Subsidiary Companies Consolidated Statements of Changes in Shareholder's Equity (In millions) Balance, December 31, 2017 Net income Common stock dividends Contributions from parent Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard Balance, December 31, 2018 Net income Common stock dividends Contributions from parent Balance, December 31, 2019 Net income Common stock dividends Contributions from parent Balance, December 31, 2020 $ $ $ $ Common Stock Retained Earnings Accumulated Other Comprehensive Income Total Shareholder's Equity 2,489 $ — — 89 — 2,578 $ — — 188 2,766 $ — — 248 3,014 $ 1,087 $ 460 (306) — 1 1,242 $ 528 (358) — 1,412 $ 447 (340) — 1,519 $ 1 $ — — — (1) — $ — — — — $ — — — — $ 3,577 460 (306) 89 — 3,820 528 (358) 188 4,178 447 (340) 248 4,533 See the Combined Notes to Consolidated Financial Statements 198 Table of Contents Baltimore Gas and Electric Company Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Natural gas operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased fuel Purchased power and fuel from affiliates Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 $ 2,323 $ 739 16 20 3,098 2,368 $ 700 12 26 3,106 509 171 311 617 172 550 268 2,598 — 500 (133) 23 (110) 390 41 585 181 286 600 160 502 260 2,574 — 532 (121) 28 (93) 439 79 $ $ 349 $ 349 $ 360 $ 360 $ 2,428 738 (26) 29 3,169 671 254 257 615 162 483 254 2,696 1 474 (106) 19 (87) 387 74 313 313 See the Combined Notes to Consolidated Financial Statements 199 Table of Contents (In millions) Cash flows from operating activities Baltimore Gas and Electric Company Statements of Cash Flows For the Years Ended December 31, 2020 2019 2018 Net income Adjustments to reconcile net income to net cash flows provided by operating activities: $ 349 $ 360 $ Depreciation and amortization Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Collateral (posted) received, net Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Other investing activities Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Issuance of long-term debt Dividends paid on common stock Contributions from parent Other financing activities Net cash flows provided by financing activities Increase (decrease) in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase in capital expenditures not paid $ $ See the Combined Notes to Consolidated Financial Statements 200 550 37 97 (165) (8) 10 102 — 60 (78) (70) 884 (1,247) 2 (1,245) (76) 400 (246) 411 (8) 481 120 25 145 $ 502 130 85 25 1 (1) (43) (4) (67) (48) (192) 748 (1,145) 8 (1,137) 40 400 (224) 193 (8) 401 12 13 25 $ 313 483 76 58 8 12 2 (1) 4 (20) (54) (92) 789 (959) 9 (950) (42) 300 (209) 109 (2) 156 (5) 18 13 53 $ 6 $ 50 Table of Contents Baltimore Gas and Electric Company Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivables from affiliates Inventories, net Fossil fuel Materials and supplies Prepaid utility taxes Regulatory assets Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $4,034 and $3,834 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Investments Prepaid pension asset Other Total deferred debits and other assets Total assets December 31, 2020 2019 144 $ 1 329 (12) 152 (5) 452 108 3 25 41 — 168 6 948 9,872 481 10 270 69 830 11,650 $ 24 1 317 147 1 30 46 78 183 6 833 8,990 454 7 264 86 811 10,634 $ 487 (35) 117 (9) $ See the Combined Notes to Consolidated Financial Statements 201 Table of Contents Baltimore Gas and Electric Company Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDER'S EQUITY Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities Other Total current liabilities Long-term debt Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefits obligations Regulatory liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity Common stock (No par value, 0 shares authorized, 0 shares outstanding at December 31, 2020 and 2019) Retained earnings (a) (a) Total shareholder's equity Total liabilities and shareholder's equity December 31, 2020 2019 $ — $ 300 346 205 61 110 30 91 1,143 3,364 1,521 23 189 1,109 104 2,946 7,453 2,318 1,879 4,197 11,650 $ $ 76 — 243 152 66 120 33 63 753 3,270 1,396 22 199 1,195 116 2,928 6,951 1,907 1,776 3,683 10,634 _____________ (a) In millions, shares round to zero. Number of shares is 1,500 authorized and 1,000 outstanding at December 31, 2020 and 2019. See the Combined Notes to Consolidated Financial Statements 202 Table of Contents (In millions) Balance, December 31, 2017 Net income Common stock dividends Contributions from parent Balance, December 31, 2018 Net income Common stock dividends Contributions from parent Balance, December 31, 2019 Net income Common stock dividends Contributions from parent Balance, December 31, 2020 Baltimore Gas and Electric Company Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 1,605 $ — — 109 1,714 $ — — 193 1,907 $ — — 411 2,318 $ 1,536 $ 313 (209) — 1,640 $ 360 (224) — 1,776 $ 349 (246) — 1,879 $ 3,141 313 (209) 109 3,354 360 (224) 193 3,683 349 (246) 411 4,197 See the Combined Notes to Consolidated Financial Statements 203 Table of Contents Pepco Holdings LLC and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Natural gas operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased fuel Purchased power from affiliates Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Equity in earnings of unconsolidated affiliate Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 4,463 $ 162 21 17 4,663 1,279 69 366 940 159 782 450 4,045 11 629 (268) 57 (211) 418 (77) — 495 $ 495 $ 4,639 $ 167 (14) 14 4,806 1,371 75 352 939 143 754 450 4,084 — 722 (263) 55 (208) 514 38 1 477 $ 477 $ 4,609 181 (7) 15 4,798 1,387 89 355 978 152 740 455 4,156 1 643 (261) 43 (218) 425 33 1 393 393 $ $ $ See the Combined Notes to Consolidated Financial Statements 204 Table of Contents Pepco Holdings LLC and Subsidiary Companies Consolidated Statements of Cash Flows (In millions) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Other investing activities Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Proceeds from short-term borrowings with maturities greater than 90 days Repayments of short-term borrowings with maturities greater than 90 days Issuance of long-term debt Retirement of long-term debt Change in Exelon intercompany money pool Distributions to member Contributions from member Other financing activities Net cash flows provided by financing activities (Decrease) increase in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase in capital expenditures not paid For the Years Ended December 31, 2020 2019 2018 $ 495 $ 477 $ 782 (97) 103 (159) 3 (6) 49 (25) (39) (104) 1,002 (1,604) 7 (1,597) 160 — — 602 (128) 9 (553) 494 (10) 574 (21) 181 160 $ 754 (7) 161 (39) 3 (27) (17) 16 (25) (179) 1,117 (1,355) (3) (1,358) 154 — (125) 485 (157) 12 (526) 398 (5) 236 (5) 186 181 $ 393 740 30 150 (2) 8 (14) 45 34 (74) (178) 1,132 (1,375) 4 (1,371) (296) 125 — 750 (299) — (326) 385 (9) 330 91 95 186 $ $ 54 $ 2 $ 93 See the Combined Notes to Consolidated Financial Statements 205 Table of Contents Pepco Holdings LLC and Subsidiary Companies Consolidated Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivable from affiliates Inventories, net Fossil fuel Materials and supplies Regulatory assets Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $1,811 and $1,213 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Investments Goodwill Prepaid pension asset Deferred income taxes Other Total deferred debits and other assets Total assets (a) $ 611 (86) 260 (33) December 31, 2020 2019 111 $ 39 516 (37) 190 (16) 525 227 8 6 198 440 45 1,599 15,377 1,933 140 4,005 365 10 307 6,760 $ 23,736 $ 131 36 479 174 1 8 190 412 49 1,480 14,296 2,061 135 4,005 406 13 323 6,943 22,719 See the Combined Notes to Consolidated Financial Statements 206 Table of Contents Pepco Holdings LLC and Subsidiary Companies Consolidated Balance Sheets (In millions) Current liabilities LIABILITIES AND EQUITY Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Borrowings from Exelon intercompany money pool Customer deposits Regulatory liabilities Unamortized energy contract liabilities Other Total current liabilities Long-term debt Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefit obligations Regulatory liabilities Unamortized energy contract liabilities Other Total deferred credits and other liabilities Total liabilities (a) Commitments and contingencies Member's equity Membership interest Undistributed (losses) gains Total member's equity Total liabilities and member's equity December 31, 2020 2019 $ $ 368 $ 347 539 299 104 21 106 137 92 141 2,154 6,659 2,439 59 86 1,438 235 622 4,879 13,692 10,112 (68) 10,044 23,736 $ 208 103 462 296 98 12 117 70 115 131 1,612 6,460 2,278 57 93 1,707 327 577 5,039 13,111 9,618 (10) 9,608 22,719 _____________ (a) PHI’s consolidated total assets include $18 million and $20 million at December 31, 2020 and 2019, respectively, of PHI's consolidated VIE that can only be used to settle the liabilities of the VIE. PHI’s consolidated total liabilities include $26 million and $44 million at December 31, 2020 and 2019, respectively, of PHI's consolidated VIE for which the VIE creditors do not have recourse to PHI. See Note 23 - Variable Interest Entities for additional information. See the Combined Notes to Consolidated Financial Statements 207 Table of Contents (In millions) Balance, December 31, 2017 Net income Distribution to member Contributions from member Balance, December 31, 2018 Net Income Distribution to member Contributions from member Balance, December 31, 2019 Net income Distribution to member Contributions from member Balance, December 31, 2020 Pepco Holdings LLC and Subsidiary Companies Consolidated Statements of Changes in Equity Membership Interest Undistributed (Losses)/Gains Total Member's Equity $ $ $ $ 8,835 $ — — 385 9,220 $ — — 398 9,618 $ — — 494 10,112 $ (28) $ 393 (326) — 39 $ 477 (526) — (10) $ 495 (553) — (68) $ 8,807 393 (326) 385 9,259 477 (526) 398 9,608 495 (553) 494 10,044 See the Combined Notes to Consolidated Financial Statements 208 Table of Contents Potomac Electric Power Company Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased power from affiliate Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 2,102 $ 40 7 2,149 2,258 $ (3) 5 2,260 324 278 248 205 377 367 1,799 9 359 (138) 38 (100) 259 (7) 266 $ 266 $ 401 264 273 209 374 378 1,899 — 361 (133) 31 (102) 259 16 243 $ 243 $ 2,233 (7) 6 2,232 448 206 275 226 385 379 1,919 — 313 (128) 31 (97) 216 11 205 205 $ $ $ See the Combined Notes to Consolidated Financial Statements 209 Table of Contents (In millions) Cash flows from operating activities Potomac Electric Power Company Statements of Cash Flows For the Years Ended December 31, 2020 2019 2018 Net income Adjustments to reconcile net income to net cash flows provided by operating activities: $ 266 $ 243 $ Depreciation and amortization Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Other investing activities Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Contributions from parent Other financing activities Net cash flows provided by financing activities Increase in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase in capital expenditures not paid $ $ See the Combined Notes to Consolidated Financial Statements 210 377 (46) (23) (67) (12) 1 41 (1) (11) (24) 501 (773) — (773) (47) 300 (3) (232) 262 (6) 274 2 63 65 $ 374 1 56 (22) 5 (19) (39) 9 (14) (82) 512 (626) 3 (623) 42 260 (125) (213) 160 (3) 121 10 53 63 $ 205 385 (20) 67 (5) (17) (6) 59 (13) (17) (164) 474 (656) 2 (654) 14 200 (14) (169) 166 (4) 193 13 40 53 1 $ 39 $ 20 Table of Contents (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivables from affiliates Inventories, net Regulatory assets Other Total current assets Potomac Electric Power Company Balance Sheets December 31, 2020 2019 $ 279 (32) 131 (13) $ 30 $ 35 244 (13) 98 (7) 247 118 2 111 214 13 770 7,456 570 115 284 69 1,038 9,264 $ 30 33 231 91 — 112 188 11 696 6,909 584 110 296 66 1,056 8,661 Property, plant, and equipment (net of accumulated depreciation and amortization of $3,697 and $3,517 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Investments Prepaid pension asset Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 211 Table of Contents Potomac Electric Power Company Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDER'S EQUITY Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities Merger related obligation Current portion of DC PLUG obligation Other Total current liabilities Long-term debt Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefit obligations Regulatory liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity December 31, 2020 2019 $ 35 $ 3 226 164 55 51 46 33 30 31 674 3,162 1,189 39 13 644 340 2,225 6,061 Common stock ($0.01 par value, 200 shares authorized, 0 shares outstanding at December 31, 2020 and 2019) Retained earnings (a) Total shareholder's equity Total liabilities and shareholder's equity _____________ (a) In millions, shares round to zero. Number of shares is 100 outstanding at December 31, 2020 and 2019. 2,058 1,145 3,203 9,264 $ $ 82 2 195 156 66 57 8 39 30 22 657 2,862 1,131 41 20 746 297 2,235 5,754 1,796 1,111 2,907 8,661 See the Combined Notes to Consolidated Financial Statements 212 Table of Contents (In millions) Balance, December 31, 2017 Net income Common stock dividends Contributions from parent Balance, December 31, 2018 Net income Common stock dividends Contributions from parent Balance, December 31, 2019 Net income Common stock dividends Contributions from parent Balance, December 31, 2020 Potomac Electric Power Company Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 1,470 $ — — 166 1,636 $ — — 160 1,796 $ — — 262 2,058 $ 1,045 $ 205 (169) — 1,081 $ 243 (213) — 1,111 $ 266 (232) — 1,145 $ 2,515 205 (169) 166 2,717 243 (213) 160 2,907 266 (232) 262 3,203 See the Combined Notes to Consolidated Financial Statements 213 Table of Contents Delmarva Power & Light Company Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Natural gas operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased fuel Purchased power from affiliates Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sales of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 1,107 $ 162 (7) 9 1,271 1,143 $ 167 (11) 7 1,306 359 69 75 208 153 191 65 1,120 — 151 (61) 10 (51) 100 (25) 125 $ 125 $ 381 75 70 171 152 184 56 1,089 — 217 (61) 13 (48) 169 22 147 $ 147 $ 1,139 181 4 8 1,332 352 89 120 182 162 182 56 1,143 1 190 (58) 10 (48) 142 22 120 120 $ $ $ See the Combined Notes to Consolidated Financial Statements 214 Table of Contents (In millions) Cash flows from operating activities Delmarva Power & Light Company Statements of Cash Flows For the Years Ended December 31, 2020 2019 g 2018 Net income Adjustments to reconcile net income to net cash flows provided by operating activities: $ 125 $ 147 $ Depreciation and amortization Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Other investing activities Net cash flows used in investing activities Cash flows from financing activities Change in short-term borrowings Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Contributions from parent Other financing activities Net cash flows provided by financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental cash flow information Increase (decrease) in capital expenditures not paid $ $ See the Combined Notes to Consolidated Financial Statements 215 191 (13) 51 (34) 8 (5) 4 (25) — (30) 272 (424) (3) (427) 90 178 (80) (141) 112 (2) 157 2 13 15 $ 184 (7) 27 (5) (5) (6) 3 12 (1) (55) 294 (348) 1 (347) 56 75 (12) (139) 63 (1) 42 (11) 24 13 $ 120 182 24 24 8 (9) (3) 11 2 — (7) 352 (364) 2 (362) (216) 200 (4) (96) 150 (2) 32 22 2 24 20 $ (4) $ 22 Delmarva Power & Light Company Balance Sheets Table of Contents (In millions) Current assets ASSETS Cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivables from affiliates Inventories, net Fossil fuel Materials and supplies Prepaid utility taxes Regulatory assets Renewable energy credits Other Total current assets Property, plant, and equipment, (net of accumulated depreciation and amortization of $1,533 and $1,425 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Goodwill Prepaid pension asset Other Total deferred debits and other assets Total assets December 31, 2020 2019 15 $ 13 152 (11) 42 (4) 154 59 1 6 51 11 58 10 3 368 4,314 222 8 162 66 458 5,140 $ 141 38 — 8 44 18 52 9 2 325 4,035 222 8 171 69 470 4,830 $ 176 (22) 68 (9) $ See the Combined Notes to Consolidated Financial Statements 216 Table of Contents Delmarva Power & Light Company Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDER'S EQUITY Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities Other Total current liabilities Long-term debt Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Asset retirement obligations Non-pension postretirement benefit obligations Regulatory liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity Common stock ($2.25 par value, 0 shares authorized, 0 shares outstanding at December 31, 2020 and 2019, respectively) (a) (a) Retained earnings Total shareholder's equity Total liabilities and shareholder's equity December 31, 2020 2019 $ 146 $ 82 126 46 36 32 47 20 535 1,595 715 14 15 493 97 1,334 3,464 1,089 587 1,676 5,140 $ $ 56 80 112 46 32 36 37 15 414 1,487 655 12 16 574 92 1,349 3,250 977 603 1,580 4,830 _____________ (a) In millions, shares round to zero. Number of shares is 1,000 authorized and 1,000 outstanding at December 31, 2020 and 2019. See the Combined Notes to Consolidated Financial Statements 217 Table of Contents (In millions) Balance, December 31, 2017 Net income Common stock dividends Contributions from parent Balance, December 31, 2018 Net income Common stock dividends Contributions from parent Balance, December 31, 2019 Net income Common stock dividends Contributions from parent Balance, December 31, 2020 Delmarva Power & Light Company Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 764 $ — — 150 914 $ — — 63 977 $ — — 112 1,089 $ 571 $ 120 (96) — 595 $ 147 (139) — 603 $ 125 (141) — 587 $ 1,335 120 (96) 150 1,509 147 (139) 63 1,580 125 (141) 112 1,676 See the Combined Notes to Consolidated Financial Statements 218 Table of Contents Atlantic City Electric Company and Subsidiary Company Consolidated Statements of Operations and Comprehensive Income (In millions) Operating revenues Electric operating revenues Revenues from alternative revenue programs Operating revenues from affiliates Total operating revenues Operating expenses Purchased power Purchased power from affiliate Operating and maintenance Operating and maintenance from affiliates Depreciation and amortization Taxes other than income taxes Total operating expenses Gain on sale of assets Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Net income Comprehensive income For the Years Ended December 31, 2020 2019 2018 1,253 $ (12) 4 1,245 1,237 $ — 3 1,240 596 13 192 134 180 8 1,123 2 124 (59) 6 (53) 71 (41) 112 $ 112 $ 589 19 187 133 157 4 1,089 — 151 (58) 6 (52) 99 — 99 $ 99 $ 1,237 (4) 3 1,236 587 29 188 142 136 5 1,087 — 149 (64) 2 (62) 87 12 75 75 $ $ $ See the Combined Notes to Consolidated Financial Statements 219 Table of Contents Atlantic City Electric Company and Subsidiary Company Consolidated Statements of Cash Flows (In millions) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Deferred income taxes and amortization of investment tax credits Other non-cash operating activities Changes in assets and liabilities: Accounts receivable Receivables from and payables to affiliates, net Inventories Accounts payable and accrued expenses Income taxes Pension and non-pension postretirement benefit contributions Other assets and liabilities Net cash flows provided by operating activities Cash flows from investing activities Capital expenditures Other investing activities Net cash flows used in investing activities Cash flows from financing activities Change in short-term borrowings Proceeds from short-term borrowings with maturities greater than 90 days Repayments of short-term borrowings with maturities greater than 90 days Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Contributions from parent Other financing activities Net cash flows provided by financing activities Increase (decrease) in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period Supplemental cash flow information Increase (decrease) in capital expenditures not paid For the Years Ended December 31, 2020 2019 2018 $ 112 $ 99 $ 180 (37) 36 (55) 6 (3) 5 (1) (2) (42) 199 (401) 6 (395) 117 — — 123 (44) (114) 117 (1) 198 2 28 30 $ 157 3 22 (13) (6) (1) 26 2 (1) (27) 261 (375) (1) (376) 56 — (125) 150 (18) (124) 175 (1) 113 (2) 30 28 $ 75 136 25 24 (8) 1 (4) (7) (2) (6) (6) 228 (335) 1 (334) (94) 125 — 350 (281) (59) 67 (3) 105 (1) 31 30 $ $ 33 $ (29) $ 46 See the Combined Notes to Consolidated Financial Statements 220 Table of Contents Atlantic City Electric Company and Subsidiary Company Consolidated Balance Sheets (In millions) Current assets ASSETS Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable Customer accounts receivable Customer allowance for credit losses Customer accounts receivable, net Other accounts receivable Other allowance for credit losses Other accounts receivable, net Receivables from affiliates Inventories, net Regulatory assets Other Total current assets Property, plant, and equipment, (net of accumulated depreciation and amortization of $1,303 and $1,210 as of December 31, 2020 and 2019, respectively) Deferred debits and other assets Regulatory assets Prepaid pension asset Other Total deferred debits and other assets Total assets (a) December 31, 2020 2019 $ 156 (32) 72 (11) $ 17 $ 3 121 (13) 53 (5) 124 61 6 37 75 3 326 3,475 395 40 50 485 4,286 $ 12 2 108 48 4 34 57 5 270 3,190 368 52 53 473 3,933 See the Combined Notes to Consolidated Financial Statements 221 Table of Contents Atlantic City Electric Company and Subsidiary Company Consolidated Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDER'S EQUITY December 31, 2020 2019 Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities Other Total current liabilities Long-term debt Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Non-pension postretirement benefit obligations Regulatory liabilities Other Total deferred credits and other liabilities Total liabilities (a) Commitments and contingencies Shareholder's equity Common stock ($3 par value, 25 shares authorized, 9 shares outstanding at December 31, 2020 and 2019) Retained earnings Total shareholder's equity Total liabilities and shareholder's equity $ $ 187 $ 261 177 46 31 23 44 11 780 1,152 624 17 274 48 963 2,895 1,271 120 1,391 4,286 $ 70 20 144 42 25 25 25 9 360 1,307 577 17 357 39 990 2,657 1,154 122 1,276 3,933 _____________ (a) ACE’s consolidated assets include $13 million and $17 million at December 31, 2020 and 2019, respectively, of ACE’s consolidated VIE that can only be used to settle the liabilities of the VIE. ACE’s consolidated liabilities include $21 million and $41 million at December 31, 2020 and 2019, respectively, of ACE’s consolidated VIE for which the VIE creditors do not have recourse to ACE. See Note 23 - Variable Interest Entities for additional information. See the Combined Notes to Consolidated Financial Statements 222 Table of Contents (In millions) Balance, December 31, 2017 Net income Common stock dividends Contributions from parent Balance, December 31, 2018 Net income Common stock dividends Contributions from parent Balance, December 31, 2019 Net income Common stock dividends Contributions from parent Balance, December 31, 2020 Atlantic City Electric Company and Subsidiary Company Consolidated Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 912 $ — — 67 979 $ — — 175 1,154 $ — — 117 1,271 $ 131 $ 75 (59) — 147 $ 99 (124) — 122 $ 112 (114) — 120 $ 1,043 75 (59) 67 1,126 99 (124) 175 1,276 112 (114) 117 1,391 See the Combined Notes to Consolidated Financial Statements 223 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) 1. Significant Accounting Policies (All Registrants) Description of Business (All Registrants) Exelon is a utility services holding company engaged in the generation, delivery and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE. Name of Registrant Exelon Generation Company, LLC Commonwealth Edison Company Business Service Territories Generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity to both wholesale and retail customers. Generation also sells natural gas, renewable energy, and other energy-related products and services. Five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions Purchase and regulated retail sale of electricity Northern Illinois, including the City of Chicago PECO Energy Company Purchase and regulated retail sale of electricity and natural gas Transmission and distribution of electricity to retail customers Transmission and distribution of electricity and distribution of natural gas to retail customers Purchase and regulated retail sale of electricity and natural gas Transmission and distribution of electricity and distribution of natural gas to retail customers Utility services holding company engaged, through its reportable segments Pepco, DPL, and ACE Southeastern Pennsylvania, including the City of Philadelphia (electricity) Pennsylvania counties surrounding the City of Philadelphia (natural gas) Central Maryland, including the City of Baltimore (electricity and natural gas) Service Territories of Pepco, DPL, and ACE Purchase and regulated retail sale of electricity Transmission and distribution of electricity to retail customers District of Columbia, and major portions of Montgomery and Prince George’s Counties, Maryland. Purchase and regulated retail sale of electricity and natural gas Portions of Delaware and Maryland (electricity) Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Purchase and regulated retail sale of electricity Transmission and distribution of electricity to retail customers Portions of Southern New Jersey Transmission and distribution of electricity and distribution of natural gas to retail customers Portions of New Castle County, Delaware (natural gas) Basis of Presentation (All Registrants) This is a combined annual report of all Registrants. The Notes to the Consolidated Financial Statements apply to the Registrants as indicated parenthetically next to each corresponding disclosure. When appropriate, the Registrants are named specifically for their related activities and disclosures. Each of the Registrant’s Consolidated Financial Statements includes the accounts of its subsidiaries. All intercompany transactions have been eliminated. Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, financial, information technology, and supply management services. PHI also has a business services subsidiary, PHISCO, which provides a variety of support services at cost, including legal, accounting, engineering, customer operations, distribution and transmission planning, asset management, system operations, and power procurement, to PHI operating companies. The costs of BSC and PHISCO are directly charged or allocated to the applicable subsidiaries. The results of Exelon’s corporate operations are presented as “Other” within the consolidated financial statements and include intercompany eliminations unless otherwise disclosed. Exelon owns 100% of Generation, PECO, BGE, and PHI and more than 99% of ComEd. PHI owns 100% of Pepco, DPL, and ACE. Generation owns 100% of its significant consolidated subsidiaries, either directly or 224 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies indirectly, except for certain consolidated VIEs, including CENG and EGRP, of which Generation holds a 50.01% and 51% interest, respectively. The remaining interests in these consolidated VIEs are included in noncontrolling interests on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 23 — Variable Interest Entities for additional information of Exelon’s and Generation’s consolidated VIEs. The Registrants consolidate the accounts of entities in which a Registrant has a controlling financial interest, after the elimination of intercompany transactions. Where the Registrants do not have a controlling financial interest in an entity, proportionate consolidation, equity method accounting, or accounting for investments in equity securities with or without readily determinable fair value is applied. The Registrants apply proportionate consolidation when they have an undivided interest in an asset and are proportionately liable for their share of each liability associated with the asset. The Registrants proportionately consolidate their undivided ownership interests in jointly owned electric plants and transmission facilities. Under proportionate consolidation, the Registrants separately record their proportionate share of the assets, liabilities, revenues, and expenses related to the undivided interest in the asset. The Registrants apply equity method accounting when they have significant influence over an investee through an ownership in common stock, which generally approximates a 20% to 50% voting interest. The Registrants apply equity method accounting to certain investments and joint ventures. Under equity method accounting, the Registrants report their interest in the entity as an investment and the Registrants’ percentage share of the earnings from the entity as single line items in their financial statements. The Registrants use accounting for investments in equity securities with or without readily determinable fair values if they lack significant influence, which generally results when they hold less than 20% of the common stock of an entity. Under accounting for investments in equity securities with readily determinable fair values, the Registrants report their investment values based on quoted prices in active markets and realized and unrealized gains and losses are included in earnings. Under accounting for investments in equity securities without readily determinable fair values, the Registrants report their investments at cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment, and changes in measurement are reported in earnings. The accompanying consolidated financial statements have been prepared in accordance with GAAP for annual financial statements and in accordance with the instructions to Form 10-K and Regulation S-X promulgated by the SEC. COVID-19 (All Registrants) The Registrants have taken steps to mitigate the potential risks posed by the global outbreak (pandemic) of the 2019 novel coronavirus (COVID-19). The Registrants provide a critical service to their customers and have taken measures to keep employees who operate the business safe and minimize unnecessary risk of exposure to the virus, including extra precautions for employees who work in the field. The Registrants have implemented work from home policies where appropriate and imposed travel limitations on employees. In addition, the Registrants have updated their existing business continuity plans. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, and the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Management assessed certain accounting matters that require consideration of forecasted financial information, including, but not limited to, the Registrants' allowance for credit losses and the carrying value of goodwill and other long-lived assets, in context with the information reasonably available to the Registrants and the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of this report. The Registrants' future assessment of their current expectations of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to their consolidated financial statements in future reporting periods. Use of Estimates (All Registrants) The preparation of financial statements of each of the Registrants in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Areas in which significant estimates have been made include, but are not limited to, the accounting for nuclear decommissioning costs and other AROs, pension and OPEB, inventory reserves, allowance for credit losses, goodwill and asset impairment assessments, derivative instruments, unamortized 225 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies energy contracts, fixed asset depreciation, environmental costs and other loss contingencies, taxes, and unbilled energy revenues. Actual results could differ from those estimates. Accounting for the Effects of Regulation (Exelon and the Utility Registrants) For their regulated electric and gas operations, Exelon and the Utility Registrants reflect the effects of cost-based rate regulation in their financial statements, which is required for entities with regulated operations that meet the following criteria: 1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services or products; and (3) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. Exelon and the Utility Registrants account for their regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction, principally the ICC, PAPUC, MDPSC, DCPSC, DPSC, and NJBPU, under state public utility laws and the FERC under various Federal laws. Regulatory assets and liabilities are amortized and the related expense or revenue is recognized in the Consolidated Statements of Operations consistent with the recovery or refund included in customer rates. Exelon's regulatory assets and liabilities as of the balance sheet date are probable of being recovered or settled in future rates. If a separable portion of the Registrants' business was no longer able to meet the criteria discussed above, the affected entities would be required to eliminate from their consolidated financial statements the effects of regulation for that portion, which could have a material impact on their financial statements. See Note 3 — Regulatory Matters for additional information. With the exception of income tax-related regulatory assets and liabilities, Exelon and the Utility Registrants classify regulatory assets and liabilities with a recovery or settlement period greater than one year as both current and non-current in their Consolidated Balance Sheets, with the current portion representing the amount expected to be recovered from or refunded to customers over the next twelve-month period as of the balance sheet date. Income tax-related regulatory assets and liabilities are classified entirely as non-current in Exelon's and the Utility Registrants’ Consolidated Balance Sheets to align with the classification of the related deferred income tax balances. Exelon and the Utility Registrants treat the impacts of a final rate order received after the balance sheet date but prior to the issuance of the financial statements as a non-recognized subsequent event, as the receipt of a final rate order is a separate and distinct event that has future impacts on the parties affected by the order. Revenues (All Registrants) Operating Revenues. The Registrants’ operating revenues generally consist of revenues from contracts with customers involving the sale and delivery of energy commodities and related products and services, utility revenues from ARP, and realized and unrealized revenues recognized under mark-to-market energy commodity derivative contracts. The Registrants recognize revenue from contracts with customers to depict the transfer of goods or services to customers in an amount that the entities expect to be entitled to in exchange for those goods or services. Generation’s primary sources of revenue include competitive sales of power, natural gas, and other energy-related products and services. The Utility Registrants’ primary sources of revenue include regulated electric and natural gas tariff sales, distribution, and transmission services. At the end of each month, the Registrants accrue an estimate for the unbilled amount of energy delivered or services provided to customers. ComEd records ARP revenue for its best estimate of the electric distribution, energy efficiency, and transmission revenue impacts resulting from future changes in rates that ComEd believes are probable of approval by the ICC and FERC in accordance with its formula rate mechanisms. BGE, Pepco, and DPL record ARP revenue for their best estimate of the electric and natural gas distribution revenue impacts resulting from future changes in rates that they believe are probable of approval by the MDPSC and/or DCPSC in accordance with their revenue decoupling mechanisms. PECO, BGE, Pepco, DPL, and ACE record ARP revenue for their best estimate of the transmission revenue impacts resulting from future changes in rates that they believe are probable of approval by FERC in accordance with their formula rate mechanisms. See Note 3 — Regulatory Matters for additional information. Option Contracts, Swaps, and Commodity Derivatives. Certain option contracts and swap arrangements that meet the definition of derivative instruments are recorded at fair value with subsequent changes in fair value recognized as revenue or expense. The classification of revenue or expense is based on the intent of the transaction. To the extent a Utility Registrant receives full cost recovery for energy procurement and related costs from retail customers, it records the fair value of its energy swap contracts with unaffiliated suppliers as well as 226 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies an offsetting regulatory asset or liability in its Consolidated Balance Sheets. See Note 3 — Regulatory Matters and Note 16 — Derivative Financial Instruments for additional information. Taxes Directly Imposed on Revenue-Producing Transactions. The Registrants collect certain taxes from customers such as sales and gross receipts taxes, along with other taxes, surcharges, and fees, that are levied by state or local governments on the sale or distribution of electricity and gas. Some of these taxes are imposed on the customer, but paid by the Registrants, while others are imposed on the Registrants. Where these taxes are imposed on the customer, such as sales taxes, they are reported on a net basis with no impact to the Consolidated Statements of Operations and Comprehensive Income. However, where these taxes are imposed on the Registrants, such as gross receipts taxes or other surcharges or fees, they are reported on a gross basis. Accordingly, revenues are recognized for the taxes collected from customers along with an offsetting expense. See Note 24 — Supplemental Financial Information for Generation’s and the Utility Registrants' utility taxes that are presented on a gross basis. Leases (All Registrants) The Registrants adopted new accounting guidance issued by the FASB related to leases as of January 1, 2019. The Registrants recognize a ROU asset and lease liability for operating and finance leases with a term of greater than one year. Operating lease ROU assets are included in Other deferred debits and other assets and operating lease liabilities are included in Other current liabilities and Other deferred credits and other liabilities on the Consolidated Balance Sheets. Finance lease ROU assets are included in Plant, property, and equipment, net and finance lease liabilities are included in Long-term debt due within one year and Long-term debt on the Consolidated Balance Sheets. The ROU asset is measured as the sum of (1) the present value of all remaining fixed and in-substance fixed payments using each Registrant’s incremental borrowing rate, (2) any lease payments made at or before the commencement date (less any lease incentives received), and (3) any initial direct costs incurred. The lease liability is measured the same as the ROU asset, but excludes any payments made before the commencement date and initial direct costs incurred. Lease terms include options to extend or terminate the lease if it is reasonably certain they will be exercised. The Registrants include non-lease components for most asset classes, which are service-related costs that are not integral to the use of the asset, in the measurement of the ROU asset and lease liability. Expense for operating leases and leases with a term of one year or less is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the derivation of benefit from use of the leased property. Variable lease payments are recognized in the period in which the related obligation is incurred and consist primarily of payments for purchases of electricity under contracted generation and are based on the electricity produced by those generating assets. Operating lease expense and variable lease payments are recorded to Purchased power and fuel expense for contracted generation or Operating and maintenance expense for all other lease agreements on the Registrants’ Statements of Operations and Comprehensive Income. Expense for finance leases is primarily recorded to Operating and maintenance on the Utility Registrants’ Statements of Operations and Comprehensive Income. Income from operating leases, including subleases, is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the pattern in which income is earned over the term of the lease. Variable lease payments are recognized in the period in which the related obligation is performed and consist primarily of payments received from sales of electricity under contracted generation and are based on the electricity produced by those generating assets. Operating lease income and variable lease payments are recorded to Operating revenues on the Registrants’ Statements of Operations and Comprehensive Income. The Registrants’ operating and finance leases consist primarily of contracted generation, real estate including office buildings, and vehicles and equipment. The Registrants generally account for contracted generation in which the generating asset is not renewable as a lease if the customer has dispatch rights and obtains substantially all of the economic benefits. For new agreements entered after January 1, 2019, the Registrants generally do not account for contracted generation in which the generating asset is renewable as a lease if the customer does not design the generating asset. The Registrants account for land right arrangements that provide for exclusive use as leases while shared use land arrangements are generally not leases. The Registrants do not account for secondary use pole attachments as leases. See Note 11 — Leases for additional information. 227 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies Income Taxes (All Registrants) Deferred Federal and state income taxes are recorded on significant temporary differences between the book and tax basis of assets and liabilities and for tax benefits carried forward. Investment tax credits have been deferred in the Registrants’ Consolidated Balance Sheets and are recognized in book income over the life of the related property. The Registrants account for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Registrants recognize accrued interest related to unrecognized tax benefits in Interest expense, net or Other, net (interest income) and recognize penalties related to unrecognized tax benefits in Other, net in their Consolidated Statements of Operations and Comprehensive Income. Cash and Cash Equivalents (All Registrants) The Registrants consider investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash and Cash Equivalents (All Registrants) Restricted cash and cash equivalents represent funds that are restricted to satisfy designated current liabilities. As of December 31, 2020 and 2019, the Registrants' restricted cash and cash equivalents primarily represented the following items: Registrant Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Description Payment of medical, dental, vision, and long-term disability benefits, in addition to the items listed for Generation and the Utility Registrants. Project-specific nonrecourse financing structures for debt service and financing of operations of the underlying entities. Collateral held from suppliers associated with energy and REC procurement contracts, any over-recovered RPS costs and alternative compliance payments received from RES pursuant to FEJA, and costs for the remediation of an MGP site. Proceeds from the sales of assets that were subject to PECO’s mortgage indenture. Proceeds from the loan program for the completion of certain energy efficiency measures and collateral held from energy suppliers. Payment of merger commitments, collateral held from its energy suppliers associated with procurement contracts, and repayment of Transition Bonds. Payment of merger commitments and collateral held from energy suppliers. Collateral held from energy suppliers. Repayment of Transition Bonds and collateral held from energy suppliers. Restricted cash and cash equivalents not available to satisfy current liabilities are classified as noncurrent assets. As of December 31, 2020 and 2019, the Registrants' noncurrent restricted cash and cash equivalents primarily represented ComEd’s over-recovered RPS costs and alternative compliance payments received from RES pursuant to FEJA and costs for the remediation of an MGP site, and ACE’s repayment of Transition Bonds. See Note 24 — Supplemental Financial Information for additional information. Allowance for Credit Losses on Accounts Receivables (All Registrants) The allowance for credit losses reflects the Registrants’ best estimates of losses on the customers' accounts receivable balances based on historical experience, current information, and reasonable and supportable forecasts. The allowance for credit losses for Generation’s retail customers is based on accounts receivable aging historical experience coupled with specific identification through a credit monitoring process, which considers current conditions and forward-looking information such as industry trends, macroeconomic factors, changes in the regulatory environment, external credit ratings, publicly available news, payment status, payment history, and the 228 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies exercise of collateral calls. The allowance for credit losses for Generation wholesale customers is developed using a credit monitoring process, similar to that used for retail customers. When a wholesale customer’s risk characteristics are no longer aligned with the pooled population, Generation uses specific identification to develop an allowance for credit losses. Adjustments to the allowance for credit losses are recorded in Operating and maintenance expense on Generation’s Consolidated Statements of Operations and Comprehensive Income. The allowance for credit losses for the Utility Registrants’ customers is developed by applying loss rates for each Utility Registrant, based on historical loss experience, current conditions, and forward-looking risk factors, to the outstanding receivable balance by customer risk segment. Utility Registrants' customer accounts are written off consistent with approved regulatory requirements. Adjustments to the allowance for credit losses are primarily recorded to Operating and maintenance expense on the Utility Registrants' Consolidated Statements of Operations and Comprehensive Income or Regulatory assets and liabilities on the Utility Registrants' Consolidated Balance Sheets. See Note 3 - Regulatory Matters for additional information regarding the regulatory recovery of credit losses on customer accounts receivable. The Registrants have certain non-customer receivables in Other deferred debits and other assets which primarily are with governmental agencies and other high-quality counterparties with no history of default. As such, the allowance for credit losses related to these receivables is not material. The Registrants monitor these balances and will record an allowance if there are indicators of a decline in credit quality. Variable Interest Entities (Exelon, Generation, PHI, and ACE) Exelon accounts for its investments in and arrangements with VIEs based on the following specific requirements: • • • requires an entity to qualitatively assess whether it should consolidate a VIE based on whether the entity has a controlling financial interest, requires an ongoing reconsideration of this assessment instead of only upon certain triggering events, and requires the entity that consolidates a VIE (the primary beneficiary) to disclose (1) the assets of the consolidated VIE, if they can be used to only settle specific obligations of the consolidated VIE, and (2) the liabilities of a consolidated VIE for which creditors do not have recourse to the general credit of the primary beneficiary. See Note 23 — Variable Interest Entities for additional information. Inventories (All Registrants) Inventory is recorded at the lower of weighted average cost or net realizable value. Provisions are recorded for excess and obsolete inventory. Fossil fuel, materials and supplies, and emissions allowances are generally included in inventory when purchased. Fossil fuel and emissions allowances are expensed to purchased power and fuel expense when used or sold. Materials and supplies generally includes transmission, distribution, and generating plant materials and are expensed to operating and maintenance or capitalized to property, plant, and equipment, as appropriate, when installed or used. Debt and Equity Security Investments (Exelon and Generation) Debt Security Investments. Debt securities are reported at fair value and classified as available-for-sale securities. Unrealized gains and losses, net of tax, are reported in OCI. Equity Security Investments without Readily Determinable Fair Values. Exelon has certain equity securities without readily determinable fair values. Exelon has elected to use the practicability exception to measure these investments, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. Changes in measurement are reported in earnings. Equity Security Investments with Readily Determinable Fair Values. Exelon has certain equity securities with readily determinable fair values. For equity securities held in NDT funds, realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with the Regulatory Agreement Units are included in regulatory liabilities at Exelon, ComEd, and PECO, in Noncurrent payables to affiliates at Generation and in 229 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies Noncurrent receivables from affiliates at ComEd and PECO. Realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with the Non-Regulatory Agreement Units are included in earnings at Exelon and Generation. Exelon's and Generation's NDT funds are classified as current or noncurrent assets, depending on the timing of the decommissioning activities and income taxes on trust earnings. For all other equity securities with readily determinable fair values, realized and unrealized gains and losses are included in earnings at Exelon and Generation. See Note 3 — Regulatory Matters for additional information regarding ComEd’s and PECO’s regulatory assets and liabilities and Note 18 — Fair Value of Financial Assets and Liabilities and Note 10 — Asset Retirement Obligations for additional information. Property, Plant, and Equipment (All Registrants) Property, plant, and equipment is recorded at original cost. Original cost includes construction-related direct labor and material costs. The Utility Registrants also include indirect construction costs including labor and related costs of departments associated with supporting construction activities. When appropriate, original cost also includes capitalized interest for Generation, Exelon Corporate, and PHI and AFUDC for regulated property at the Utility Registrants. The cost of repairs and maintenance, including planned major maintenance activities and minor replacements of property, is charged to Operating and maintenance expense as incurred. Third parties reimburse the Utility Registrants for all or a portion of expenditures for certain capital projects. Such contributions in aid of construction costs (CIAC) are recorded as a reduction to Property, plant, and equipment, net. DOE SGIG and other funds reimbursed to the Utility Registrants have been accounted for as CIAC. For Generation, upon retirement, the cost of property is generally charged to accumulated depreciation in accordance with the composite and group methods of depreciation. Upon replacement of an asset, the costs to remove the asset, net of salvage, are capitalized to gross plant when incurred as part of the cost of the newly-installed asset and recorded to depreciation expense over the life of the new asset. Removal costs, net of salvage, incurred for property that will not be replaced is charged to Operating and maintenance expense as incurred. For the Utility Registrants, upon retirement, the cost of property, net of salvage, is charged to accumulated depreciation consistent with the composite and group methods of depreciation. Depreciation expense at ComEd, BGE, Pepco, DPL, and ACE includes the estimated cost of dismantling and removing plant from service upon retirement. Actual incurred removal costs are applied against a related regulatory liability or recorded to a regulatory asset if in excess of previously collected removal costs. PECO’s removal costs are capitalized to accumulated depreciation when incurred and recorded to depreciation expense over the life of the new asset constructed consistent with PECO’s regulatory recovery method. Capitalized Software. Certain costs, such as design, coding, and testing incurred during the application development stage of software projects that are internally developed or purchased for operational use are capitalized within Property, plant, and equipment. Similar costs incurred for cloud-based solutions treated as service arrangements are capitalized within Other Current Assets and Deferred Debits and Other Assets. Such capitalized amounts are amortized ratably over the expected lives of the projects when they become operational, generally not to exceed five years. Certain other capitalized software costs are being amortized over longer lives based on the expected life or pursuant to prescribed regulatory requirements. Capitalized Interest and AFUDC. During construction, Exelon and Generation capitalize the costs of debt funds used to finance non-regulated construction projects. Capitalization of debt funds is recorded as a charge to construction work in progress and as a non-cash credit to interest expense. AFUDC is the cost, during the period of construction, of debt and equity funds used to finance construction projects for regulated operations. AFUDC is recorded to construction work in progress and as a non-cash credit to an allowance that is included in interest expense for debt-related funds and other income and deductions for equity-related funds. The rates used for capitalizing AFUDC are computed under a method prescribed by regulatory authorities. See Note 8 — Property, Plant, and Equipment, Note 9 — Jointly Owned Electric Utility Plant and Note 24 — Supplemental Financial Information for additional information regarding property, plant and equipment. 230 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies Nuclear Fuel (Exelon and Generation) The cost of nuclear fuel is capitalized within Property, plant, and equipment and charged to fuel expense using the unit-of-production method. Any potential future SNF disposal fees will be expensed through fuel expense. Additionally, certain on-site SNF storage costs are being reimbursed by the DOE since a DOE (or government-owned) long-term storage facility has not been completed. See Note 19 — Commitments and Contingencies for additional information regarding the cost of SNF storage and disposal. Nuclear Outage Costs (Exelon and Generation) Costs associated with nuclear outages, including planned major maintenance activities, are expensed to Operating and maintenance expense or capitalized to Property, plant, and equipment (based on the nature of the activities) in the period incurred. Depreciation and Amortization (All Registrants) Except for the amortization of nuclear fuel, depreciation is generally recorded over the estimated service lives of property, plant, and equipment on a straight- line basis using the group, composite or unitary methods of depreciation. The group approach is typically for groups of similar assets that have approximately the same useful lives and the composite approach is used for dissimilar assets that have different lives. Under both methods, a reporting entity depreciates the assets over the average life of the assets in the group. ComEd, BGE, Pepco, DPL, and ACE's depreciation expense includes the estimated cost of dismantling and removing plant from service upon retirement, which is consistent with each utility's regulatory recovery method. PECO's removal costs are capitalized to accumulated depreciation when incurred, and recorded to depreciation expense over the life of the new asset constructed consistent with PECO's regulatory recovery method. The estimated service lives for the Registrants are based on a combination of depreciation studies, historical retirements, site licenses, and management estimates of operating costs and expected future energy market conditions. See Note 7 — Early Plant Retirements for additional information on the impacts of early plant retirements. See Note 8 — Property, Plant, and Equipment for additional information regarding depreciation. Amortization of regulatory assets and liabilities are recorded over the recovery or refund period specified in the related legislation or regulatory order or agreement. When the recovery or refund period is less than one year, amortization is recorded to the line item in which the deferred cost or income would have originally been recorded in the Utility Registrants’ Consolidated Statements of Operations and Comprehensive Income. Amortization of ComEd’s electric distribution and energy efficiency formula rate regulatory assets and the Utility Registrants' transmission formula rate regulatory assets is recorded to Operating revenues. Amortization of income tax related regulatory assets and liabilities is generally recorded to Income tax expense. With the exception of the regulatory assets and liabilities discussed above, when the recovery period is more than one year, the amortization is generally recorded to Depreciation and amortization in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 3 — Regulatory Matters and Note 24 — Supplemental Financial Information for additional information regarding Generation’s nuclear fuel and ARC, and the amortization of the Utility Registrants' regulatory assets. Asset Retirement Obligations (All Registrants) Generation estimates and recognizes a liability for its legal obligation to perform asset retirement activities even though the timing and/or methods of settlement may be conditional on future events. Generation generally updates its nuclear decommissioning ARO annually, unless circumstances warrant more frequent updates, based on its annual evaluation of cost escalation factors and probabilities assigned to the multiple outcome scenarios within its probability-weighted discounted cash flow models. Generation’s multiple outcome scenarios are generally based on decommissioning cost studies which are updated, on a rotational basis, for each of Generation’s nuclear units at least every five years, unless circumstances warrant more frequent updates. AROs are accreted throughout each year to reflect the time value of money for these present value obligations through a charge to Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income for Non-Regulatory Agreement Units and through a decrease to regulatory liabilities for Regulatory Agreement Units or, in the case of the Utility Registrants' accretion, through an increase to regulatory assets. See Note 10 — Asset Retirement Obligations for additional information. 231 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies Guarantees (All Registrants) If necessary, the Registrants recognize a liability at the time of issuance of a guarantee for the fair market value of the obligations they have undertaken by issuing the guarantee. The liability is reduced or eliminated as the Registrants are released from risk under the guarantee. Depending on the nature of the guarantee, the release from risk of the Registrant may be recognized only upon the expiration or settlement of the guarantee or by a systematic and rational amortization method over the term of the guarantee. See Note 19 — Commitments and Contingencies for additional information. Asset Impairments Long-Lived Assets (All Registrants). The Registrants regularly monitor and evaluate the carrying value of long-lived assets and asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets and asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. See Note 12 — Asset Impairments for additional information. Goodwill (Exelon, ComEd, and PHI). Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill is not amortized, but is assessed for impairment at least annually or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 13 — Intangible Assets for additional information. Equity Method Investments (Exelon and Generation). Exelon and Generation regularly monitor and evaluate equity method investments to determine whether they are impaired. An impairment is recorded when the investment has experienced a decline in value that is other-than-temporary in nature. Additionally, if the entity in which Generation holds an investment recognizes an impairment loss, Exelon and Generation would record their proportionate share of that impairment loss and evaluate the investment for an other-than-temporary decline in value. Debt Security Investments (Exelon and Generation). Declines in the fair value of debt security investments below the cost basis are reviewed to determine if such declines are other-than-temporary. If the decline is determined to be other-than-temporary, the amount of the impairment loss is included in earnings. Equity Security Investments (Exelon and Generation). Equity investments with readily determinable fair values are measured and recorded at fair value with any changes in fair value recorded through earnings. Investments in equity securities without readily determinable fair values are qualitatively assessed for impairment each reporting period. If it is determined that the equity security is impaired on the basis of the qualitative assessment, an impairment loss will be recognized in earnings to the amount by which the security’s carrying amount exceeds its fair value. Derivative Financial Instruments (All Registrants) All derivatives are recognized on the balance sheet at their fair value unless they qualify for certain exceptions, including the NPNS. For derivatives intended to serve as economic hedges, changes in fair value are recognized in earnings each period. Amounts classified in earnings are included in Operating revenue, Purchased power and fuel, Interest expense, or Other, net in the Consolidated Statements of Operations and Comprehensive Income based on the activity the transaction is economically hedging. While the majority of the derivatives serve as economic hedges, there are also derivatives entered into for proprietary trading purposes, subject to Exelon’s Risk Management Policy, and changes in the fair value of those derivatives are recorded in revenue in the Consolidated Statements of Operations and Comprehensive Income. At the Utility Registrants, changes in fair value may be recorded as a regulatory asset or liability if there is an ability to recover or return the associated costs. Cash inflows and outflows related to derivative instruments are included as a component of operating, investing, or financing cash flows in the Consolidated Statements of Cash Flows, depending on the nature of each transaction. On July 1, 2018, Exelon and Generation de-designated its fair value and cash flow 232 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies hedges. See Note 3 — Regulatory Matters and Note 16 — Derivative Financial Instruments for additional information. As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products in the energy markets with the intent and ability to deliver or take delivery of the underlying physical commodity. NPNS are contracts where physical delivery is probable, quantities are expected to be used or sold in the normal course of business over a reasonable period of time and will not be financially settled. Revenues and expenses on derivative contracts that qualify, and are designated, as NPNS are recognized when the underlying physical transaction is completed. While these contracts are considered derivative financial instruments, they are not required to be recorded at fair value, but rather are recorded on an accrual basis of accounting. See Note 16 — Derivative Financial Instruments for additional information. Retirement Benefits (All Registrants) Exelon sponsors defined benefit pension plans and OPEB plans for essentially all current employees. The plan obligations and costs of providing benefits under these plans are measured as of December 31. The measurement involves various factors, assumptions, and accounting elections. The impact of assumption changes or experience different from that assumed on pension and OPEB obligations is recognized over time rather than immediately recognized in the Consolidated Statements of Operations and Comprehensive Income. Gains or losses in excess of the greater of ten percent of the projected benefit obligation or the MRV of plan assets are amortized over the expected average remaining service period of plan participants. See Note 15 — Retirement Benefits for additional information. New Accounting Standards (All Registrants) New Accounting Standards Adopted in 2020: In 2020, the Registrants adopted the following new authoritative accounting guidance issued by the FASB. Impairment of Financial Instruments (Issued June 2016). Provides for a new Current Expected Credit Loss (CECL) impairment model for specified financial instruments including loans, trade receivables, debt securities classified as held-to-maturity investments, and net investments in leases recognized by a lessor. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions, and reasonable and supportable forecasts. The standard was effective January 1, 2020 and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. This standard is primarily applicable to Generation's and the Utility Registrants' trade accounts receivables balances. The guidance did not have a significant impact on the Registrants' consolidated financial statements. Goodwill Impairment (Issued January 2017). Simplifies the accounting for goodwill impairment by removing Step 2 of the current impairment assessment model, which requires calculation of a hypothetical purchase price allocation. Under the revised guidance, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill (currently Step 1 of the two-step impairment assessment). Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment assessment is necessary. The standard was effective January 1, 2020 and must be applied on a prospective basis. Exelon, ComEd, and PHI adopted the new guidance in 2020. The new guidance did not impact Exelon's, ComEd's, and PHI's 2020 annual goodwill impairment assessments as they performed a qualitative assessment. 2. Mergers, Acquisitions, and Dispositions (Exelon and Generation) CENG Put Option (Exelon and Generation) Generation owns a 50.01% membership interest in CENG, a joint venture with EDF, which wholly owns the Calvert Cliffs and Ginna nuclear stations and Nine Mile Point Unit 1, in addition to an 82% undivided ownership 233 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 2 — Mergers, Acquisitions, and Dispositions interest in Nine Mile Point Unit 2. CENG is 100% consolidated in Exelon's and Generation's financial statements. See Note 23 — Variable Interest Entities for additional information. On April 1, 2014, Generation and EDF entered into various agreements including a NOSA, an amended LLC Operating Agreement, an Employee Matters Agreement, and a Put Option Agreement, among others. Under the amended LLC Operating Agreement, CENG made a $400 million special distribution to EDF and committed to make preferred distributions to Generation until Generation has received aggregate distributions of $400 million plus a return of 8.50% per annum. Under the Put Option Agreement, EDF has the option to sell its 49.99% equity interest in CENG to Generation exercisable beginning on January 1, 2016 and thereafter until June 30, 2022. On November 20, 2019, Generation received notice of EDF’s intention to exercise the put option to sell its interest in CENG to Generation, and the put automatically exercised on January 19, 2020 at the end of the sixty-day advance notice period. Under the terms of the Put Option Agreement, the purchase price is to be determined by agreement of the parties, or absent such agreement, by a third- party arbitration process. The third parties determining fair market value of EDF’s 49.99% interest are to take into consideration all rights and obligations under the LLC Operating Agreement and Employee Matters Agreement including but not limited to Generation’s rights with respect to any unpaid aggregate preferred distributions and the related return. As of December 31, 2020, the total unpaid aggregate preferred distributions and related return owed to Generation is $619 million. At this time, Generation cannot reasonably predict the ultimate purchase price that will be paid to EDF for its interest in CENG. The transaction will require approval by the NYPSC and the FERC. The FERC approval was obtained on July 30, 2020. The process and regulatory approvals are expected to close in the second half of 2021. Agreement for Sale of Generation’s Solar Business (Exelon and Generation) On December 8, 2020, Generation entered into an agreement with an affiliate of Brookfield Renewable, for the sale of a significant portion of Generation’s solar business, including 360 megawatts of generation in operation or under construction across more than 600 sites across the United States. Under the terms of the transaction, the purchase price is $810 million, subject to certain working capital and other post-closing adjustments. Generation will retain certain solar assets not included in this agreement, primarily Antelope Valley. As a result of the transaction, in the fourth quarter of 2020, Exelon and Generation reclassified the solar assets and liabilities on Exelon’s and Generation’s Consolidated Balance Sheets as held for sale. The transaction is expected to result in an estimated pre-tax gain ranging from $75 million to $125 million. The gain will be recorded in Gain on sales of assets and businesses in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income upon completion of the transaction. Completion of the transaction contemplated by the sale agreement is subject to the satisfaction of several closing conditions and is expected to occur in the first half of 2021. See Note 17 — Debt and Credit Agreements for additional information on the SolGen nonrecourse debt included as part of the transaction. Disposition of Oyster Creek (Exelon and Generation) On July 31, 2018, Generation entered into an agreement with Holtec and its indirect wholly owned subsidiary, OCEP, for the sale and decommissioning of Oyster Creek located in Forked River, New Jersey, which permanently ceased generation operations on September 17, 2018. Completion of the transaction contemplated by the sale agreement was subject to the satisfaction of several closing conditions, including approval of the license transfer from the NRC and other regulatory approvals, and a private letter ruling from the IRS, which were satisfied in the second quarter 2019. The sale was completed on July 1, 2019. Exelon and Generation recognized a loss on the sale in the third quarter of 2019, which was immaterial. Under the terms of the transaction, Generation transferred to OCEP substantially all the assets associated with Oyster Creek, including assets held in NDT funds, along with the assumption of liability for all responsibility for the site, including full decommissioning and ongoing management of spent fuel until the spent fuel is moved offsite. The terms of the transaction also include various forms of performance assurance for the obligations of OCEP to timely complete the required decommissioning, including a parental guaranty from Holtec for all performance and payment obligations of OCEP, and a requirement for Holtec to deliver a letter of credit to Generation upon the occurrence of specified events. 234 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 2 — Mergers, Acquisitions, and Dispositions Upon remeasurement of the Oyster Creek ARO, Exelon and Generation recognized an $84 million and a $9 million pre-tax charge to Operating and maintenance expense in 2018 and in 2019, respectively. See Note 10 — Asset Retirement Obligations for additional information. Disposition of Electrical Contracting Business (Exelon and Generation) On February 28, 2018, Generation completed the sale of its interest in an electrical contracting business that primarily installs, maintains, and repairs underground and high-voltage cable transmission and distribution systems for $87 million, resulting in a pre-tax gain which is included within Gain on sales of assets and businesses in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2018. 3. Regulatory Matters (All Registrants) The following matters below discuss the status of material regulatory and legislative proceedings of the Registrants. Utility Regulatory Matters (Exelon, PHI, and the Utility Registrants) Distribution Base Rate Case Proceedings The following tables show the completed and pending distribution base rate case proceedings in 2020. Completed Distribution Base Rate Case Proceedings Registrant/Jurisdiction Filing Date Service Requested Revenue Requirement (Decrease) Increase Approved Revenue Requirement (Decrease) Increase ComEd - Illinois (a) April 8, 2019 Electric $ (6) $ ComEd - Illinois (a) April 16, 2020 Electric BGE - Maryland (b) DPL - Maryland DPL - Delaware May 15, 2020 (amended September 11, 2020) Electric Natural Gas December 5, 2019 (amended April 23, 2020) February 21, 2020 (amended October 9, 2020) Electric Natural Gas (11) 137 91 17 7 Approved ROE Approval Date 8.91 % December 4, 2019 8.38 % December 9, 2020 9.50 % 9.65 % December 16, 2020 Rate Effective Date January 1, 2020 January 1, 2021 January 1, 2021 9.60 % July 14, 2020 July 16, 2020 (17) (14) 81 21 12 2 9.60 % January 6, 2021 September 21, 2020 __________ (a) Pursuant to EIMA and FEJA, ComEd’s electric distribution rates are established through a performance-based formula, which sunsets at the end of 2022. The electric distribution formula rate includes decoupling provisions and, as a result, ComEd's electric distribution formula rate revenues are not impacted by abnormal weather, usage per customer, or number of customers. ComEd is required to file an annual update to its electric distribution formula rate on or before May 1 , with resulting rates effective in January of the following year. ComEd’s annual electric distribution formula rate update is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The update also reconciles any differences between the revenue requirement in effect for the prior year and actual costs incurred from the year (annual reconciliation). st ComEd’s 2020 approved revenue requirement above reflects an increase of $51 million for the initial year revenue requirement for 2020 and a decrease of $68 million related to the annual reconciliation for 2018. The revenue requirement for 2020 and the revenue requirement for 2018 provides for a weighted average debt and equity return on distribution rate 235 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters base of 6.51% inclusive of an allowed ROE of 8.91%, reflecting the monthly average yields for 30-year treasury bonds plus 580 basis points. ComEd’s 2021 approved revenue requirement above reflects an increase of $50 million for the initial year revenue requirement for 2021 and a decrease of $64 million related to the annual reconciliation for 2019. The revenue requirement for 2021 and the revenue requirement for 2019 provide for a weighted average debt and equity return on distribution rate base of 6.28% inclusive of an allowed ROE of 8.38%, reflecting the monthly average yields for 30-year treasury bonds plus 580 basis points. See table below for ComEd's regulatory assets associated with its electric distribution formula rate. (b) Reflects a three-year cumulative multi-year plan for 2021 through 2023. The MDPSC awarded BGE electric revenue requirement increases of $59 million, $39 million, and $42 million in 2021, 2022, and 2023, respectively, and natural gas revenue requirement increases of $53 million, $11 million, and $10 million in 2021, 2022, and 2023, respectively. However, the MDPSC utilized certain tax benefits to fully offset the increases in 2021 so that customer rates will remain unchanged from 2020 to 2021. The MDPSC has deferred a decision on whether to use certain tax benefits to offset the revenue requirement increases in 2022 and 2023 and BGE cannot predict the outcome. Pending Distribution Base Rate Case Proceedings Registrant/Jurisdiction Filing Date Service Requested Revenue Requirement Increase PECO - Pennsylvania Pepco - District of Columbia (a) Pepco - Maryland (b) DPL - Delaware (c) ACE - New Jersey (d) September 30, 2020 May 30, 2019 (amended June 1, 2020) October 26, 2020 March 6, 2020 (amended February 2, 2021) December 9, 2020 Natural Gas $ Electric Electric Electric Electric 69 136 110 23 67 Requested ROE Expected Approval Timing 10.95 % Second quarter of 2021 9.7 % Second quarter of 2021 10.2 % Second quarter of 2021 10.3 % Third quarter of 2021 10.3 % Fourth quarter of 2021 _________ (a) Pepco filed the multi-year plan enhanced proposal as an alternative to address the impacts of COVID-19. Reflects a three-year cumulative multi-year plan for 2020 through 2022 and requested revenue requirement increases of $73 million in 2022 and $63 million in 2023, to recover capital investments made during 2018 through 2020 and planned capital investments through the end of 2022. (b) Reflects a three-year cumulative multi-year plan for April 1, 2021 through March 31, 2024 and total requested revenue requirement increases of $56 million effective April 1, 2023 and $54 million effective April 1, 2024 to recover capital investments made in 2019 and 2020 and planned capital investments through March 31, 2024. (c) The rates went into effect on October 6, 2020, subject to refund. (d) Requested increases are before New Jersey sales and use tax. ACE intends to put rates into effect on September 8, 2021, subject to refund. Transmission Formula Rates (Exelon, PHI, and the Utility Registrants) The Utility Registrants' transmission rates are each established based on a FERC-approved formula. ComEd, BGE, Pepco, DPL, and ACE are required to file an annual update to the FERC-approved formula on or before May 15, and PECO is required to file on or before May 31, with the resulting rates effective on June 1 of the same year. The annual update for ComEd, BGE, DPL, and ACE is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The annual update for PECO is based on prior year actual costs and current year projected capital additions, accumulated depreciation, and accumulated deferred income taxes. The annual update for Pepco is based on prior year actual costs and current year projected capital additions, accumulated depreciation, depreciation and amortization expense, and accumulated deferred income taxes. The update for ComEd, BGE, DPL, and ACE also reconciles any differences between the revenue requirement in effect beginning June 1 of the prior year and actual costs incurred for that year (annual reconciliation). The update for PECO and Pepco also reconciles any differences between the actual costs and actual revenues for the calendar year (annual reconciliation). 236 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters For 2020, the following total increases/(decreases) were included in the Utility Registrants' electric transmission formula rate updates: Registrant (a) Initial Revenue Requirement Increase/(Decrease) $ ComEd PECO BGE Pepco DPL ACE Annual Reconciliation Decrease Total Revenue Requirement Increase/(Decrease) (b) Allowed Return on Rate Base (c) Allowed ROE (d) 18 $ 5 16 2 (4) 5 (4) $ (28) (3) (46) (40) (25) 14 (23) 4 (44) (44) (20) 8.17 % 7.47 % 7.26 % 7.81 % 7.20 % 7.40 % 11.50 % 10.35 % 10.50 % 10.50 % 10.50 % 10.50 % __________ (a) All rates are effective June 30, 2020 - May 31, 2021, subject to review by interested parties pursuant to review protocols of each Utility Registrant's tariff. (b) The decrease in PECO's transmission revenue requirement relates to refunds from December 1, 2017, in accordance with the settlement agreement dated July 22, 2019. The increase in BGE's transmission revenue requirement includes a $9 million reduction related to a FERC approved dedicated facilities charge to recover the costs of providing transmission service to specifically designated load by BGE. ComEd, BGE, Pepco, DPL, and ACE’s transmission revenue requirement include a decrease related to the April 24, 2020 settlement agreement related to excess deferred income taxes. Refer to Transmission-Related Income Tax Regulatory assets below for additional information. (c) Represents the weighted average debt and equity return on transmission rate bases. (d) As part of the FERC-approved settlement of ComEd’s 2007 and PECO's 2017 transmission rate cases, the rate of return on common equity is 11.50% and 10.35%, respectively inclusive of a 50-basis-point incentive adder for being a member of a RTO, and the common equity component of the ratio used to calculate the weighted average debt and equity return for the transmission formula rate is currently capped at 55% and 55.75%, respectively. As part of the FERC-approved settlement of the ROE complaint against BGE, Pepco, DPL, and ACE, the rate of return on common equity is 10.50%, inclusive of a 50-basis-point incentive adder for being a member of a RTO. Other State Regulatory Matters Illinois Regulatory Matters Energy Efficiency Formula Rate (Exelon and ComEd). FEJA allows ComEd to defer energy efficiency costs (except for any voltage optimization costs which are recovered through the electric distribution formula rate) as a separate regulatory asset that is recovered through the energy efficiency formula rate over the weighted average useful life, as approved by the ICC, of the related energy efficiency measures. ComEd earns a return on the energy efficiency regulatory asset at a rate equal to its weighted average cost of capital, which is based on a year-end capital structure and calculated using the same methodology applicable to ComEd’s electric distribution formula rate. Beginning January 1, 2018 through December 31, 2030, the ROE that ComEd earns on its energy efficiency regulatory asset is subject to a maximum downward or upward adjustment of 200 basis points if ComEd’s cumulative persisting annual MWh savings falls short of or exceeds specified percentage benchmarks of its annual incremental savings goal. ComEd is required to file an update to its energy efficiency formula rate on or before June 1 each year, with resulting rates effective in January of the following year. The annual update is based on projected current year energy efficiency costs, PJM capacity revenues, and the projected year-end regulatory asset balance less any related deferred income taxes (initial year revenue requirement). The update also reconciles any differences between the revenue requirement in effect for the prior year and actual costs incurred from the year (annual reconciliation). The approved energy efficiency formula rate also provides for revenue decoupling provisions similar to those in ComEd’s electric distribution formula rate. st During 2020, the ICC approved the following total increases in ComEd's requested energy efficiency revenue requirement: 237 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Filing Date Requested Revenue Requirement Increase Approved Revenue Requirement Increase Approved ROE Approval Date May 21, 2020 $ 48 $ 48 (a) 8.38 % December 2, 2020 Rate Effective Date January 1, 2021 _________ (a) ComEd’s 2021 approved revenue requirement above reflects an increase of $45 million for the initial year revenue requirement for 2021 and an increase of $3 million related to the annual reconciliation for 2019. The revenue requirement for 2021 provides for a weighted average debt and equity return on the energy efficiency regulatory asset and rate base of 6.28% inclusive of an allowed ROE of 8.38%, reflecting the monthly average yields for 30-year treasury bonds plus 580 basis points. The revenue requirement for 2019 provides for a weighted average debt and equity return on the energy efficiency regulatory asset and rate base of 6.56% inclusive of an allowed ROE of 8.96%, which includes an upward performance adjustment that can either increase or decrease the ROE. See table below for ComEd's regulatory assets associated with its energy efficiency formula rate. Maryland Regulatory Matters The Maryland Strategic Infrastructure Development and Enhancement Program (Exelon and BGE). On December 1, 2017 (as amended on January 22, 2018), BGE filed an application with the MDPSC seeking approval for a new gas infrastructure replacement plan and associated surcharge, effective for the five-year period from 2019 through 2023. On May 30, 2018, the MDPSC approved with modifications a new infrastructure plan and associated surcharge, subject to BGE's acceptance of the Order. On June 1, 2018, BGE accepted the MDPSC Order and the associated surcharge became effective January 2019. The five-year plan calls for capital expenditures over the 2019-2023 timeframe of $732 million with an associated revenue requirement of $200 million. Cash Working Capital Order (Exelon and BGE). On November 17, 2016, the MDPSC rendered a decision in the proceeding to review BGE’s request to recover its cash working capital (CWC) requirement for its POLR service, also known as SOS, as well as other components that make up the Administrative Charge, the mechanism that enables BGE to recover its SOS-related costs. The Administrative Charge is comprised of five components: CWC, uncollectibles, incremental costs, return, and an administrative adjustment, which acts as a proxy for retail suppliers’ costs. The MDPSC accepted BGE's positions on recovery of CWC and pass-through recovery of BGE’s actual uncollectibles and incremental costs. The order also grants BGE a return on the SOS. Subsequently, the MDPSC Staff and residential consumer advocate sought clarification and appealed the amount of return awarded to BGE on the SOS. On July 27, 2020, the Maryland Court of Special Appeals affirmed the circuit court’s judgment affirming the MDPSC’s decision. No party appealed the decision to the Maryland Court of Appeals. Also, in BGE’s 2019 electric and gas distribution base rate proceeding, the MDPSC established a normalized administrative adjustment. However, a group of electric suppliers appealed the MDPSC’s decision to the Circuit Court for Baltimore City. BGE cannot predict the outcome of this appeal. New Jersey Regulatory Matters ACE Infrastructure Investment Program Filing (Exelon, PHI, and ACE). On February 28, 2018, ACE filed with the NJBPU the company’s IIP proposing to seek recovery of a series of investments through a new rider mechanism, totaling $338 million, between 2019-2022 to provide safe and reliable service for its customers. The IIP will allow for more timely recovery of investments made to modernize and enhance ACE’s electric system. On April 15, 2019, ACE entered into a settlement agreement with other parties, which allows for a recovery totaling $96 million of reliability related capital investments from July 1, 2019 through June 30, 2023. On April 18, 2019, the NJBPU approved the settlement agreement. Advanced Metering Infrastructure Filing (Exelon, PHI, and ACE). On August 26, 2020, ACE filed an application with the NJBPU as was required seeking approval to deploy a smart energy network in alignment with New Jersey’s Energy Master Plan and Clean Energy Act. The proposal consists of estimated costs totaling $220 million, with deployment taking place over a 3-year implementation period from approximately 2021 to 2024 that involves the installation of an integrated system of smart meters for all customers accompanied by the requisite communications facilities and data management systems. ACE is seeking authority to recover these estimated investments through a combination of the ACE IIP rider mechanism and future distribution base rates. ACE currently expects a decision in this matter in the third quarter of 2021 but cannot predict if the NJBPU will approve the application as filed. 238 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters New Jersey Clean Energy Legislation (Exelon, PHI, and ACE). On May 23, 2018, New Jersey enacted legislation that established and modified New Jersey’s clean energy and energy efficiency programs and solar and RPS. On the same day, New Jersey enacted legislation that established a ZEC program that provides compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. Electric distribution utilities in New Jersey, including ACE, began collecting from retail distribution customers, through a non-bypassable charge, all costs associated with the utility’s procurement of the ZECs effective April 18, 2019. See Generation Regulatory Matters below for additional information. Other Federal Regulatory Matters Transmission-Related Income Tax Regulatory Assets (Exelon, ComEd, BGE, PHI, Pepco, DPL, and ACE). On December 13, 2016 (and as amended on March 13, 2017), BGE filed with FERC to begin recovering certain existing and future transmission-related income tax regulatory assets through its transmission formula rate. BGE’s existing regulatory assets included (1) amounts that, if BGE’s transmission formula rate provided for recovery, would have been previously amortized and (2) amounts that would be amortized and recovered prospectively. On November 16, 2017, FERC issued an order rejecting BGE’s proposed revisions to its transmission formula rate to recover these transmission-related income tax regulatory assets. In the fourth quarter of 2017, ComEd, BGE, Pepco, DPL, and ACE fully impaired their associated transmission-related income tax regulatory assets for the portion of the income tax regulatory assets that would have been previously amortized. On February 23, 2018 (as amended on July 9, 2018), ComEd, Pepco, DPL, and ACE each filed with FERC to revise their transmission formula rate mechanisms to permit recovery of transmission-related income tax regulatory assets, including those amounts that would have been previously amortized and recovered through rates had the transmission formula rate provided for such recovery. On September 7, 2018, FERC issued orders rejecting 1) BGE’s rehearing request of FERC's November 16, 2017 order and 2) the February 23, 2018 (as amended on July 9, 2018) filing by ComEd, Pepco, DPL, and ACE for similar recovery. On November 2, 2018, BGE filed an appeal of FERC's September 7, 2018 order to the U.S. Court of Appeals for the D.C. Circuit. On March 27, 2020, the U.S. Court of Appeals for the D.C. Circuit Court denied BGE’s November 2, 2018 appeal. On October 1, 2018, ComEd, BGE, Pepco, DPL, and ACE submitted filings to recover ongoing non-TCJA amortization amounts and credit TCJA transmission-related income tax regulatory liabilities to customers for the prospective period starting on October 1, 2018. On April 26, 2019, FERC issued an order accepting ComEd's, BGE's, Pepco's, DPL's, and ACE's October 1, 2018 filings, effective October 1, 2018, subject to refund and established hearing and settlement judge procedures. On April 24, 2020, ComEd, BGE, Pepco, DPL, ACE, and other parties filed a settlement agreement with FERC, which FERC approved on September 24, 2020. The settlement agreement provides for the recovery of ongoing transmission-related income tax regulatory assets and establishes the amount and amortization period for excess deferred income taxes resulting from TCJA. The settlement resulted in a reduction to Operating revenues and an offsetting reduction to Income tax expense in the second quarter of 2020. Regulatory Assets and Liabilities Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent the excess recovery of costs or accrued credits that have been deferred because it is probable such amounts will be returned to customers through future regulated rates or represent billings in advance of expenditures for approved regulatory programs. 239 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters The following tables provide information about the regulatory assets and liabilities of Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE as of December 31, 2020 and December 31, 2019: December 31, 2020 Regulatory assets Pension and OPEB Pension and OPEB - merger related 1,014 Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 3,010 $ — $ — $ — $ — $ — $ — $ Deferred income taxes AMI programs - deployment costs AMI programs - legacy meters Electric distribution formula rate annual reconciliations Electric distribution formula rate significant one-time events Energy efficiency costs Fair value of long-term debt Fair value of PHI's unamortized energy contracts Asset retirement obligations MGP remediation costs Renewable energy Electric energy and natural gas costs Transmission formula rate annual reconciliations Energy efficiency and demand response programs Under-recovered revenue decoupling Stranded costs Removal costs DC PLUG charge Deferred storm costs COVID-19 Under-recovered credit loss expense Other Total regulatory assets Less: current portion 715 174 219 (14) 117 982 598 328 135 285 301 95 5 572 113 25 701 100 50 81 107 274 — — — 90 (14) 117 982 — — 92 271 301 — — — — — — — — 22 89 78 — 705 — — — — — — — 21 10 — — — — — — — — — 38 — 27 9,987 1,228 2,028 279 801 25 — — 109 37 — — — — — 18 4 — 23 2 289 20 — 107 — — 10 — 30 649 168 — 10 65 92 — — — 478 328 4 — — 72 3 283 93 25 594 100 50 11 18 147 2,373 440 — 10 35 68 — — — — — 3 — — 37 — 203 93 — 151 100 5 7 — 72 784 214 — — 30 24 — — — — — — — — 5 2 80 — — 105 — 4 4 — 26 280 58 Total noncurrent regulatory assets $ 8,759 $ 1,749 $ 776 $ 481 $ 1,933 $ 570 $ 222 $ 240 — — — — — — — — — — 1 — — 30 1 — — 25 339 — 41 — 18 15 470 75 395 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) December 31, 2020 Regulatory liabilities Deferred income taxes Nuclear decommissioning Removal costs Electric energy and natural gas costs Transmission formula rate annual reconciliations Renewable portfolio standards costs Stranded costs Other Total regulatory liabilities Less: current portion Note 3 — Regulatory Matters Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 4,502 $ 2,205 $ — $ 1,001 $ 1,296 $ 621 $ 404 $ 271 3,016 1,649 175 52 427 24 221 10,066 581 2,541 1,482 34 2 427 — 1 6,692 289 475 — 97 12 — — 40 624 121 — 47 6 — — — 85 1,139 30 — 120 38 38 — 24 59 1,575 137 — 20 24 23 — — 2 690 46 — 100 10 9 — — 17 540 47 — — 4 6 — 24 13 318 44 274 Total noncurrent regulatory liabilities $ 9,485 $ 6,403 $ 503 $ 1,109 $ 1,438 $ 644 $ 493 $ 241 Table of Contents December 31, 2019 Regulatory assets Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Exelon ComEd PECO BGE PHI Pepco DPL ACE Pension and OPEB Pension and OPEB - merger related $ 2,784 $ 1,138 — $ — — $ — — $ — — $ — — $ — — $ — Deferred income taxes AMI programs - deployment costs AMI programs - legacy meters Electric distribution formula rate annual reconciliations Electric distribution formula rate significant one-time events Energy efficiency costs Fair value of long-term debt Fair value of PHI's unamortized energy contracts Asset retirement obligations MGP remediation costs Renewable energy Electric energy and natural gas costs Transmission formula rate annual reconciliations Energy efficiency and demand response programs Merger integration costs Under-recovered revenue decoupling Stranded costs Removal costs DC PLUG charge Other Total regulatory assets Less: current portion 528 207 276 34 66 746 650 443 127 302 301 110 11 572 32 37 37 641 126 337 9,505 1,170 — — 113 34 66 746 — — 85 287 301 — — — — — — — — 129 1,761 281 518 — 12 — — — — — 23 11 — 6 — — — — — — — 25 595 41 — 129 45 — — — — — 16 4 — 36 1 303 2 8 — 67 — 26 637 183 10 78 106 — — — 523 443 3 — — 68 10 269 30 29 37 574 126 167 2,473 412 10 43 79 — — — — — 2 — — 43 1 196 15 29 — 152 126 76 772 188 — 35 27 — — — — — — — — 5 2 73 8 — — 100 — 24 274 52 Total noncurrent regulatory assets $ 8,335 $ 1,480 $ 554 $ 454 $ 2,061 $ 584 $ 222 $ — — — — — — — — — — 1 — — 20 7 — 7 — 37 324 — 29 425 57 368 December 31, 2019 Regulatory liabilities Deferred income taxes Nuclear decommissioning Removal costs Electric energy and natural gas costs Transmission formula rate annual reconciliations Other Total regulatory liabilities Less: current portion Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 4,944 $ 2,297 $ — $ 1,089 $ 1,558 $ 725 $ 477 $ 356 3,102 1,621 109 34 582 10,392 406 2,622 1,435 45 6 337 6,742 200 480 — 56 28 37 601 91 — 58 — — 81 1,228 33 — 128 8 — 83 1,777 70 — 20 — — 9 754 8 — 108 8 — 18 611 37 — — — — 26 382 25 357 Total noncurrent regulatory liabilities $ 9,986 $ 6,542 $ 510 $ 1,195 $ 1,707 $ 746 $ 574 $ 242 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Descriptions of the regulatory assets and liabilities included in the tables above are summarized below, including their recovery and amortization periods. Line Item Description End Date of Remaining Recovery/Refund Period Return Pension and OPEB Primarily reflects the Utility Registrants' portion of deferred costs, including unamortized actuarial losses (gains) and prior service costs (credits), associated with Exelon's pension and OPEB plans, which are recovered through customer rates once amortized through net periodic benefit cost. Also, includes the Utility Registrants' non–service cost components capitalized in Property, plant and equipment, net on their Consolidated Balance Sheets. Pension and OPEB - merger related The deferred costs are amortized over the plan participants' average remaining service periods subject to applicable pension and OPEB cost recognition policies. See Note 15 — Retirement Benefits for additional information. The capitalized non–service cost components are amortized over the lives of the underlying assets. Deferred income taxes Deferred income taxes that are recoverable or refundable through customer rates, primarily associated with accelerated depreciation, the equity component of AFUDC, and the effects of income tax rate changes, including those resulting from the TCJA. These amounts include transmission-related regulatory liabilities that require FERC approval separate from the transmission formula rate. See Transmission-Related Income Tax Regulatory Assets section above for additional information. The deferred costs are amortized over the plan participants' average remaining service periods subject to applicable pension and OPEB cost recognition policies. See Note 15 — Retirement Benefits for additional information. The capitalized non–service cost components are amortized over the lives of the underlying assets. Legacy Constellation - 2038 Legacy PHI - 2032 Over the period in which the related deferred income taxes reverse, which is generally based on the expected life of the underlying assets. For TCJA, generally refunded over the remaining depreciable life of the underlying assets, except in certain jurisdictions where the commissions have approved a shorter refund period for certain assets not subject to IRS normalization rules. No No No 243 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Line Item Description End Date of Remaining Recovery/Refund Period Return AMI programs - deployment costs Installation costs of new smart meters, including implementation costs at Pepco and DPL of dynamic pricing for energy usage resulting from smart meters. AMI programs - legacy meters Early retirement costs of legacy meters. BGE - 2026 Pepco - 2027 DPL - 2030 ComEd - 2028 BGE - 2026 Pepco - 2027 DPL - 2030 Yes ComEd, Pepco (District of Columbia), DPL (Delaware) - Yes BGE, Pepco (Maryland), DPL (Maryland) - No Electric distribution formula rate annual reconciliations Electric distribution formula rate significant one-time events Under/(Over)-recoveries related to electric distribution service costs recoverable through ComEd's performance-based formula rate, which is updated annually with rates effective on st January 1 . Deferred distribution service costs related to ComEd's significant one-time events (e.g., storm costs), which are recovered over 5 years from date of the event. 2022 2024 Energy efficiency costs Fair value of long-term debt Fair value of PHI’s unamortized energy contracts ComEd's costs recovered through the energy efficiency formula rate tariff and the reconciliation of the difference of the revenue requirement in effect for the prior year and the revenue requirement based on actual prior year costs. Deferred energy efficiency costs are recovered over the weighted average useful life of the related energy measure. Represents the difference between the carrying value and fair value of long-term debt of PHI and BGE of $478 million and $120 million, respectively, as of December 31, 2020 and $523 million and $127 million, respectively, as of December 31, 2019, as of the PHI and Constellation merger dates. 2031 BGE - 2036 PHI - 2045 Represents the regulatory assets recorded at Exelon and PHI offsetting the fair value adjustment related to Pepco's, DPL's, and ACE's electricity and natural gas energy supply contracts recorded at PHI as of the PHI merger date. 2036 Yes Yes Yes No No Asset retirement obligations Future legally required removal costs associated with existing AROs. Over the life of the related assets. Yes, once the removal activities have been performed. MGP remediation costs Environmental remediation costs for MGP sites recorded at ComEd, PECO, and BGE. Over the expected remediation period. See Note 19 — Commitments and Contingencies for additional information. No 244 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Line Item Description End Date of Remaining Recovery/Refund Period Return Renewable energy Represents the change in fair value of ComEd‘s 20-year floating-to-fixed long-term renewable energy swap contracts. 2032 No Electric energy and natural gas costs Under (over)-recoveries related to energy and gas supply related costs recoverable (refundable) under approved rate riders. 2025 Transmission formula rate annual reconciliations Under (over)-recoveries related to transmission service costs recoverable through the Utility Registrants’ FERC formula rates, which are updated annually with rates effective each st June 1 . 2022 DPL (Delaware), ACE - Yes ComEd, PECO, BGE, Pepco, DPL (Maryland) - No Yes Energy efficiency and demand response programs Includes under (over)-recoveries of costs incurred related to energy efficiency programs and demand response programs and recoverable costs associated with customer direct load control and energy efficiency and conservation programs that are being recovered from customers. PECO - 2021 BGE - 2025 Pepco, DPL - 2035 BGE, Pepco, DPL - Yes PECO - Yes on capital investment recovered through this mechanism Merger integration costs Integration costs to achieve distribution synergies related to the Constellation merger and PHI acquisition. Costs for Pepco (Maryland) and Pepco (District of Columbia) were $3 million and $9 million, respectively as of December 31, 2020, which are included in Other in the table above, and $6 million and $9 million, respectively as of December 31, 2019. BGE - 2021 Pepco - 2021 DPL- 2026 ACE - 2022 BGE, Pepco (Maryland), DPL - Yes Pepco (District of Columbia), ACE - No Under (over)-recovered revenue decoupling Electric and / or gas distribution costs recoverable from or (refundable) to customers under decoupling mechanisms. BGE and DPL - 2021 Pepco (Maryland) - $16 million - 2021 Pepco (District of Columbia) - $31 million - 2021; $46 million to be determined by the DCPSC BGE, Pepco, DPL - No Stranded costs The regulatory asset represents certain stranded costs associated with ACE's former electricity generation business. The regulatory liability represents overcollection of a customer surcharge collected by ACE to fund principal and interest payments on Transition Bonds of ACE Transition Funding that securitized such costs. Stranded costs - 2022 Overcollection - To be determined by NJBPU Stranded costs - Yes Overcollection - No 245 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Line Item Description End Date of Remaining Recovery/Refund Period Return Removal costs DC PLUG charge For BGE, Pepco, DPL, and ACE, the regulatory asset represents costs incurred to remove property, plant and equipment in excess of amounts received from customers through depreciation rates. For ComEd, BGE, Pepco, and DPL, the regulatory liability represents amounts received from customers through depreciation rates to cover the future non– legally required cost to remove property, plant and equipment, which reduces rate base for ratemaking purposes. Costs associated with DC PLUG, which is a projected six year, $500 million project to place underground some of the District of Columbia’s most outage-prone power lines with $250 million of the project costs funded by Pepco and $250 million funded by the District of Columbia. Rates for the DC PLUG initiative went into effect on February 7, 2018. Deferred storm costs For Pepco, DPL, and ACE amounts represent total incremental storm restoration costs incurred due to major storm events recoverable from customers in the Maryland and New Jersey jurisdictions. BGE, Pepco, DPL, and ACE - Asset is generally recovered over the life of the underlying assets. Yes ComEd, BGE, Pepco, and DPL - Liability is reduced as costs are incurred. 2021 - $30 million $70 million to be determined based on future biennial plans filed with the DCPSC. Pepco - 2024 DPL - $2 million - 2025; $2 million not currently being recovered ACE - $5 million - 2021; $36 million not currently being recovered Portion of asset funded by Pepco-Yes Pepco, DPL - Yes ACE - No Nuclear decommissioning Estimated future decommissioning costs for the Regulatory Agreement Units that are less than the associated NDT fund assets. See Note 10 — Asset Retirement Obligations for additional information. Not currently being refunded. No COVID-19 See COVID-19 section below for detail on the COVID-19 regulatory asset. ComEd - 2024 BGE - 2025 PECO, Pepco, DPL, and ACE - Not currently being recovered. ComEd and BGE - Yes PECO, Pepco, DPL, and ACE - No 246 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Line Item Description End Date of Remaining Recovery/Refund Period Return Under (over) -recovered credit loss expense Renewable portfolio standards costs For ComEd and ACE, amounts represent the difference between annual credit loss expense and revenues collected in rates through ICC and NJBPU-approved riders. The difference between net credit loss expense and revenues collected through the rider each calendar year for ComEd is recovered or refunded over a twelve-month period beginning in June of the following calendar year. ACE intends to recover/refund from June through May of each respective year, subject to approval of the NJBPU. Represents an overcollection of funds from both ComEd customers and alternative retail electricity suppliers to be spent on future renewable energy procurements. Costs were $320 million as of December 31, 2019, which are included in Other in the 2019 table above. ComEd - 2023 ACE - To be determined by NJBPU. No To be determined by the IPA and ICC. No COVID-19 (Exelon and the Utility Registrants). Starting in March of 2020, the Utility Registrants temporarily suspended customer disconnections for non- payment and temporarily ceased new late payment fees for all customers and restored service to customers upon request who were disconnected in the last twelve months. The duration and extent of these measures varies by jurisdiction. While these measures are no longer in place for some jurisdictions as of December 31, 2020, they are expected to continue through the first quarter of 2021 in other jurisdictions. Typically, the Utility Registrants recover credit loss expense through regulatory required programs or distribution base rate cases. ComEd and ACE have existing mechanisms for recovery of credit loss expense. For those jurisdictions without an existing regulatory required program to recover credit loss expense, the Utility Registrants are pursuing strategies to recover incremental costs being incurred as a result of COVID-19: • • In the period of April to July of 2020, the MDPSC, the DCPSC, the DPSC, and the NJBPU issued orders authorizing the creation of regulatory assets to track incremental COVID-19 related costs. In May of 2020, the PAPUC issued a Secretarial Letter authorizing the creation of regulatory assets to track incremental credit loss expense related to COVID-19. The Utility Registrants have also incurred direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of their employees. The Utility Registrants have recorded regulatory assets for the impacts of COVID-19 reflecting primarily incremental credit losses and direct costs, partially offset by a decrease in travel costs at BGE and PHI. Refer to the Regulatory assets table above for amounts as of December 31, 2020. The Utility Registrants expect to seek recovery in upcoming distribution base rate cases. 247 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Capitalized Ratemaking Amounts Not Recognized The following table presents authorized amounts capitalized for ratemaking purposes related to earnings on shareholders’ investment that are not recognized for financial reporting purposes in Exelon's and the Utility Registrant's Consolidated Balance Sheets. These amounts will be recognized as revenues in the related Consolidated Statements of Operations and Comprehensive Income in the periods they are billable to our customers. December 31, 2020 December 31, 2019 $ $ 51 $ 63 $ (1) $ 3 $ — $ — $ 45 $ 53 $ 7 $ 7 $ 4 $ 4 $ 3 $ 3 $ — — Exelon ComEd (a) PECO BGE (b) PHI Pepco (c) DPL (c) ACE __________ (a) Reflects ComEd's unrecognized equity returns/(losses) earned/(incurred) for ratemaking purposes on its electric distribution formula rate regulatory assets. (b) BGE's authorized amounts capitalized for ratemaking purposes primarily relate to earnings on shareholders' investment on its AMI programs. (c) Pepco's and DPL's authorized amounts capitalized for ratemaking purposes relate to earnings on shareholders' investment on their respective AMI Programs and Energy Efficiency and Demand Response Programs. The earnings on energy efficiency are on Pepco DC and DPL DE programs only. Generation Regulatory Matters (Exelon and Generation) Illinois Regulatory Matters Zero Emission Standard. Pursuant to FEJA, on January 25, 2018, the ICC announced that Generation’s Clinton Unit 1, Quad Cities Unit 1, and Quad Cities Unit 2 nuclear plants were selected as the winning bidders through the IPA's ZEC procurement event. Generation executed the ZEC procurement contracts with Illinois utilities, including ComEd, effective January 26, 2018 and began recognizing revenue with compensation for the sale of ZECs retroactive to the June 1, 2017 effective date of FEJA. The ZEC price was initially established at $16.50 per MWh of production, subject to annual future adjustments determined by the IPA for specified escalation and pricing adjustment mechanisms designed to lower the ZEC price based on increases in underlying energy and capacity prices. Illinois utilities are required to purchase all ZECs delivered by the zero-emissions nuclear-powered generating facilities, subject to annual cost caps. For the initial delivery year, June 1, 2017 to May 31, 2018, and subsequent delivery year, June 1, 2018 to May 31, 2019, the ZEC annual cost cap was set at $235 million (ComEd’s share is approximately $170 million). For subsequent delivery years, the IPA-approved targeted ZEC procurement amounts will change based on forward energy and capacity prices. ZECs delivered to Illinois utilities in excess of the annual cost cap may be paid in subsequent years if the payments do not exceed the prescribed annual cost cap for that year. During the first quarter of 2018, Generation recognized $150 million of revenue related to ZECs generated from June 1, 2017 through December 31, 2017. New Jersey Regulatory Matters New Jersey Clean Energy Legislation. On May 23, 2018, New Jersey enacted legislation that established a ZEC program that provides compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. Under the legislation, the NJBPU will issue ZECs to qualifying nuclear power plants and the electric distribution utilities in New Jersey, including ACE, will be required to purchase those ZECs. On April 18, 2019, the NJBPU approved the award of ZECs to Salem 1 and Salem 2. Upon approval, Generation began recognizing revenue for the sale of New Jersey ZECs in the month they are generated and has recognized $69 million and $53 million for the year ended December 31, 2020 and 2019, respectively. On May 15, 2019, New Jersey Rate Counsel appealed the NJBPU's decision to the New Jersey Superior Court. Briefing has been completed, and on December 9, 2020, oral argument took place. On October 1, 2020, PSEG and Generation filed applications seeking ZECs for the second eligibility period (June 2022 through May 2025). The NJBPU will act on the applications by the end of April 2021. Exelon and Generation cannot predict the outcome of the appeal. See Note 7 - Early Plant Retirements for additional information related to Salem. 248 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters New York Regulatory Matters New York Clean Energy Standard. On August 1, 2016, the NYPSC issued an order establishing the New York CES, a component of which is a Tier 3 ZEC program targeted at preserving the environmental attributes of zero-emissions nuclear-powered generating facilities that meet the criteria demonstrating public necessity as determined by the NYPSC to be Generation's FitzPatrick, Ginna, and Nine Mile Point nuclear facilities. On November 30, 2016 (as amended on January 13, 2017), a group of parties filed a Petition in New York State court seeking to invalidate the ZEC program, which argued that the NYPSC did not have authority to establish the program, that it violated state environmental law and that it violated certain technical provisions of the State Administrative Procedures Act when adopting the ZEC program. On January 22, 2018, the court dismissed the environmental claims and the majority of the plaintiffs from the case but denied the motions to dismiss with respect to the remaining five plaintiffs and claims, without commenting on the merits of the case. On October 8, 2019, the court dismissed all remaining claims. The petitioners filed a notice of appeal on November 4, 2019 and originally had until May 4, 2020 to file their brief. Due to COVID-19 related restrictions, the court extended the deadline to July 29, 2020. Petitioners did not file a brief by the deadline, so the case is deemed dismissed. Petitioners are permitted up to one year from July 29, 2020 to file a motion to vacate the dismissal if they can show good cause for the delay. See Note 7 — Early Plant Retirements for additional information related to Ginna and Nine Mile Point. New England Regulatory Matters Mystic Units 8 & 9 and Everett Marine Terminal Cost of Service Agreement (Exelon and Generation). On March 29, 2018, Generation notified grid operator ISO-NE of its plans to early retire Mystic Units 8 and 9 absent regulatory reforms on June 1, 2022. On May 16, 2018, Generation made a filing with FERC to establish cost-of-service compensation and terms and conditions of service for Mystic Units 8 & 9 for the period between June 1, 2022 - May 31, 2024. On December 20, 2018, FERC issued an order accepting the cost of service compensation, reflecting a number of adjustments to the annual fixed revenue requirement, and allowing for recovery of a substantial portion of the costs associated with the adjacent Everett Marine Terminal acquired by Generation in October 2018. Those adjustments were reflected in a compliance filing made on March 1, 2019. In the December 20, 2018 order, FERC also directed a paper hearing on ROE using a new methodology. On January 22, 2019, Exelon and several other parties filed requests for rehearing of certain findings in the order. On July 17, 2020, FERC issued three orders, which together affirmed the recovery of key elements of Mystic's cost of service compensation, including recovery of costs associated with the operation of the Everett Marine Terminal. FERC directed a downward adjustment to the rate base for Mystic Units 8 and 9, the effect of which will be partially offset by elimination of a crediting mechanism for third party gas sales during the term of the cost of service agreement. A compliance filing was submitted on September 15, 2020 and is pending. Several parties filed protests to the compliance filing on the issue of how gross plant in-service was calculated and Generation filed an answer to the protests on October 21, 2020. On July 28, 2020, FERC ordered additional briefings in the ROE proceeding. On December 21, 2020, FERC issued an order on rehearing of the three July 17, 2020 orders, clarifying several cost of service provisions. On August 25, 2020, a group of New England generators filed a complaint against Generation seeking to extend the scope of the claw back provision in the cost-of-service agreement, whereby Generation would refund certain amounts recovered during the term of the cost of service if it returns to market afterwards. On September 14, 2020, Generation filed an answer to the complaint arguing that the complaint is procedurally improper and a collateral attack on existing FERC orders, and pointing out that the ISO-NE tariff contains protections against the New England generators' concerns that they failed to mention. On September 28, 2020, New England generators filed an answer to Generation’s answer. Generation cannot predict the outcome of this proceeding. On June 10, 2020, Generation filed a complaint with FERC against ISO-NE on the grounds that ISO-NE failed to follow its tariff with respect to its evaluation of Mystic for transmission security for the 2024 to 2025 Capacity Commitment Period (FCA 15) and that the modifications that ISO-NE made to its unfiled planning procedures to avoid retaining Mystic should have been filed with FERC for approval. On July 27, 2020, ISO-NE issued a memo to NEPOOL announcing its determination pursuant to its unfiled planning procedures that Mystic Units 8 and 9 are not needed for FCA 15 for transmission security. It had previously determined Mystic Units 8 and 9 are not needed for fuel security. On August 17, 2020, FERC issued an order denying the complaint. On September 16, 249 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters 2020, Generation filed a request for rehearing with FERC. On October 19, 2020, FERC denied rehearing by operation of law and on December 18, 2020, Generation appealed to the U.S. Court of Appeals for the D.C. Circuit. The timing and the outcome of this proceeding is uncertain. See Note 7 — Early Plant Retirements and Note 12 — Asset Impairments for additional information on the impacts of Generation’s August 2020 decision to retire Mystic Units 8 & 9 upon expiration of the cost of service agreement. Federal Regulatory Matters PJM and NYISO MOPR Proceedings. PJM and NYISO capacity markets include a MOPR. If a resource is subjected to a MOPR, its offer is adjusted to effectively remove the revenues it receives through a state government-provided financial support program - resulting in a higher offer that may not clear the capacity market. Prior to December 19, 2019, the MOPR in PJM applied only to certain new gas-fired resources. Currently, the MOPR in NYISO applies only to certain resources in downstate New York. For Generation’s facilities in PJM and NYISO that are currently receiving ZEC compensation, an expanded MOPR would require exclusion of ZEC compensation when bidding into future capacity auctions, resulting in an increased risk of these facilities not receiving capacity revenues in future auctions. On December 19, 2019, FERC required PJM to broadly apply the MOPR to all new and existing resources including nuclear, renewables, demand response, energy efficiency, storage, and all resources owned by vertically-integrated utilities. This greatly expands the breadth and scope of PJM’s MOPR, which is effective as of PJM’s next capacity auction. While FERC included some limited exemptions, no exemptions were available to state-supported nuclear resources. FERC provided no new mechanism for accommodating state-supported resources other than the existing FRR mechanism (under which an entire utility zone would be removed from PJM’s capacity auction along with sufficient resources to support the load in such zone). In response to FERC’s order, PJM submitted a compliance filing on March 18, 2020 wherein PJM proposed tariff language interpreting and implementing FERC's directives, and proposed a schedule for resuming capacity auctions that is contingent on the timing of FERC's action on the compliance filing. On April 16, 2020, FERC issued an order largely denying most requests for rehearing of FERC's December 2019 order but granting a few clarifications that required an additional PJM compliance filing which PJM submitted on June 1, 2020. On October 15, 2020, FERC issued an order denying requests for rehearing of its April 16, 2020 order and accepting PJM’s two compliance filings, subject to a further compliance filing to revise minor aspects of the proposed MOPR methodology. As part of that order, FERC also accepted PJM’s proposal to condense the schedule of activities leading up to the next capacity auction. In November 2020, PJM announced that it will conduct its next capacity auction beginning on May 19, 2021 and ending on May 25, 2021 and will post the results on June 2, 2021. Because neither Illinois nor New Jersey have implemented an FRR program in their PJM zones, the MOPR will apply in that next capacity auction to Generation's owned or jointly owned nuclear plants in those states receiving a benefit under the Illinois ZES, or the New Jersey ZEC program, as applicable, increasing the risk that those units may not clear the capacity market. Exelon is currently working with PJM and other stakeholders to pursue the FRR option as an alternative to the PJM capacity auction. If Illinois implements the FRR option, Generation’s Illinois nuclear plants could be removed from PJM’s capacity auction and instead supply capacity, and be compensated under the FRR program, which has the potential to mitigate the current economic distress being experienced by Generation's nuclear plants in Illinois, as discussed in Note 7 — Early Plant Retirements. Implementing the FRR program in Illinois will require both legislative and regulatory changes. Whether legislation is needed in New Jersey would depend on how the state chooses to structure an FRR program. Exelon cannot predict whether or when such legislative and regulatory changes can be implemented. 250 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters On February 20, 2020, FERC issued an order rejecting requests to expand NYISO’s version of the MOPR (referred to as buyer-side mitigation rules) beyond its current limited applicability to certain resources in downstate. However, on October 14, 2020, two natural gas-fired generators in New York filed a complaint at FERC seeking to expand the MOPR in NYISO to apply to all resources, new and existing, across the entire NYISO market. Exelon is strenuously opposing expansion of FERC’s MOPR policies in the NYISO market. While it is too early in the proceeding to predict its outcome and there are significant differences between the NYISO and PJM markets that would justify a different result, if FERC follows its MOPR precedent in PJM and applies the MOPR in NYISO broadly as requested in the complaint, Generation’s facilities in NYISO that are receiving ZEC compensation may be at increased risk of not clearing the capacity auction. If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR or equivalent without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial statements, which Exelon and Generation cannot reasonably estimate at this time. Operating License Renewals Conowingo Hydroelectric Project. On August 29, 2012, Generation submitted a hydroelectric license application to FERC for a new license for the Conowingo Hydroelectric Project (Conowingo). In connection with Generation’s efforts to obtain a water quality certification pursuant to Section 401 of the Clean Water Act (401 Certification) from MDE for Conowingo, Generation has been working with MDE and other stakeholders to resolve water quality licensing issues, including: (1) water quality, (2) fish habitat, and (3) sediment. On April 21, 2016, Generation and the U.S. Fish and Wildlife Service of the U.S. Department of the Interior executed a settlement agreement (DOI Settlement) resolving all fish passage issues between the parties. On April 27, 2018, MDE issued its 401 Certification for Conowingo. As issued, the 401 Certification contains numerous conditions, including those relating to reduction of nutrients from upstream sources, removal of all visible trash and debris from upstream sources, and implementation of measures relating to fish passage, which could have a material, unfavorable impact on Exelon’s and Generation’s financial statements through an increase in capital expenditures and operating costs if implemented. On May 25, 2018, Generation filed complaints in federal and state court, along with a petition for reconsideration with MDE, alleging that the conditions are unfair and onerous and in violation of MDE regulations and state, federal, and constitutional law. Generation also requested that FERC defer the issuance of the federal license while these significant state and federal law issues are pending. On February 28, 2019, Generation filed a Petition for Declaratory Order with FERC requesting that FERC issue an order declaring that MDE waived its right to issue a 401 Certification for Conowingo because it failed to timely act on Conowingo’s 401 Certification application and requesting that FERC decline to include the conditions required by MDE in April 2018. On October 29, 2019, Generation and MDE filed with FERC a Joint Offer of Settlement (Offer of Settlement) that would resolve all outstanding issues relating to the 401 Certification. Pursuant to the Offer of Settlement, the parties submitted Proposed License Articles to FERC to be incorporated by FERC into the new license in accordance with FERC’s discretionary authority under the Federal Power Act. Among the Proposed License Articles are modifications to river flows to improve aquatic habitat, eel passage improvements, and initiatives to support rare, threatened and endangered wildlife. If FERC approves the Offer of Settlement and incorporates the Proposed License Articles into the new license without modification, then MDE would waive its rights to issue a 401 Certification and Generation would agree, pursuant to a separate agreement with MDE (MDE Settlement), to implement additional environmental protection, mitigation, and enhancement measures over the anticipated 50-year term of the new license. These measures address mussel restoration and other ecological and water quality matters, among other commitments. Exelon’s commitments under the various provisions of the Offer of Settlement and MDE Settlement are not effective unless and until FERC approves the Offer of Settlement, and issues the new license with the Proposed License Articles. The financial impact of the DOI and MDE Settlements and other anticipated license commitments are estimated to be $11 million to $14 million per year, on average, recognized over the new license term, including capital and operating costs. The actual timing and amount of the majority of these costs are not currently fixed and will vary from year to year throughout the life of the new license. Generation cannot currently predict when FERC will issue the new license. As of December 31, 2020, $45 million of direct costs associated with Conowingo licensing efforts have been capitalized. Generation's current depreciation provision for Conowingo assumes renewal of the FERC license. 251 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Peach Bottom Units 2 and 3. On July 10, 2018, Generation submitted a second 20-year license renewal application with the NRC for Peach Bottom Units 2 and 3, which was approved on March 6, 2020. Peach Bottom Units 2 and 3 are now licensed to operate through 2053 and 2054, respectively. See Note 8 – Property, Plant, and Equipment for additional information regarding the estimated useful life and depreciation provisions for Peach Bottom. 4. Revenue from Contracts with Customers (All Registrants) The Registrants recognize revenue from contracts with customers to depict the transfer of goods or services to customers at an amount that the entities expect to be entitled to in exchange for those goods or services. Generation’s primary sources of revenue include competitive sales of power, natural gas, and other energy-related products and services. The Utility Registrants’ primary sources of revenue include regulated electric and gas tariff sales, distribution, and transmission services. The performance obligations, revenue recognition, and payment terms associated with these sources of revenue are further discussed in the table below. There are no significant financing components for these sources of revenue and no variable consideration for regulated electric and gas tariff sales and regulated transmission services unless noted below. Unless otherwise noted, for each of the significant revenue categories and related performance obligations described below, the Registrants have the right to consideration from the customer in an amount that corresponds directly with the value transferred to the customer for the performance completed to date. Therefore, the Registrants generally recognize revenue in the amount for which they have the right to invoice the customer. As a result, there are generally no significant judgments used in determining or allocating the transaction price. 252 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 4 — Revenue from Contracts with Customers Revenue Source Description Performance Obligation Timing of Revenue Recognition Payment Terms Competitive Power Sales (Exelon and Generation) Competitive Natural Gas Sales (Exelon and Generation) Other Competitive Products and Services (Exelon and Generation) Regulated Electric and Gas Tariff Sales (Exelon and the Utility Registrants) Regulated Transmission Services (Exelon and the Utility Registrants) Sales of power and other energy- related commodities to wholesale and retail customers across multiple geographic regions through its customer-facing business, Constellation. Sales of natural gas on a full requirement basis or for an agreed upon volume to commercial and residential customers. Sales of other energy-related products and services such as long- term construction and installation of energy efficiency assets and new power generating facilities, primarily to commercial and industrial customers. Sales of electricity and electricity distribution services (the Utility Registrants) and natural gas and gas distribution services (PECO, BGE, and DPL) to residential, commercial, industrial, and governmental customers through regulated tariff rates approved by state regulatory commissions. The Utility Registrants provide open access to their transmission facilities to PJM, which directs and controls the operation of these transmission facilities and accordingly compensates the Utility Registrants pursuant to filed tariffs at cost-based rates approved by FERC. Various including the delivery of power (generally delivered over time) and other energy-related commodities such as capacity (generally delivered over time), ZECs, RECs or other ancillary services (generally delivered at a point in time). Concurrently as power is generated for bundled power sale contracts. (a) Within the month following delivery to the customer. Delivery of natural gas to the customer. Over time as the natural gas is delivered and consumed by the customer. Within the month following delivery to the customer. Construction and/or installation of the asset for the customer. Revenues and associated costs are recognized throughout the contract term using an input method to measure progress towards completion. (b) Within 30 or 45 days from the invoice date. Delivery of electricity and/or natural gas. Over time (each day) as the electricity and/or natural gas is delivered to customers. Tariff sales are generally considered daily contracts as customers can discontinue service at any time. (c) Within the month following delivery of the electricity or natural gas to the customer. Various including (i) Network Integration Transmission Services (NITS), (ii) scheduling, system control and dispatch services, and (iii) access to the wholesale grid. Over time utilizing output methods to measure progress towards completion. (d) Paid weekly by PJM. __________ (a) Certain contracts may contain limits on the total amount of revenue Exelon and Generation are able to collect over the entire term of the contract. In such cases, Exelon and Generation estimate the total consideration expected to be received over the term of the contract net of the constraint and allocate the expected consideration to the performance obligations 253 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 4 — Revenue from Contracts with Customers in the contract such that revenue is recognized ratably over the term of the entire contract as the performance obligations are satisfied. (b) The method recognizes revenue based on the various inputs used to satisfy the performance obligation, such as costs incurred and total labor hours expended. The total amount of revenue that will be recognized is based on the agreed upon contractually-stated amount. The average contract term for these projects is approximately 18 months. (c) Electric and natural gas utility customers have the choice to purchase electricity or natural gas from competitive electric generation and natural gas suppliers. While the Utility Registrants are required under state legislation to bill their customers for the supply and distribution of electricity and/or natural gas, they recognize revenue related only to the distribution services when customers purchase their electricity or natural gas from competitive suppliers. (d) Passage of time is used for NITS and access to the wholesale grid and MWHs of energy transported over the wholesale grid is used for scheduling, system control and dispatch services. Generation incurs incremental costs in order to execute certain retail power and gas sales contracts. These costs, which primarily relate to retail broker fees and sales commissions, are capitalized when incurred as contract acquisition costs and were immaterial as of December 31, 2020 and 2019. The Utility Registrants do not incur any material costs to obtain or fulfill contracts with customers. Contract Balances (All Registrants) Contract Assets Generation records contract assets for the revenue recognized on the construction and installation of energy efficiency assets and new power generating facilities before Generation has an unconditional right to bill for and receive the consideration from the customer. These contract assets are subsequently reclassified to receivables when the right to payment becomes unconditional. Generation records contract assets and contract receivables within Other current assets and Customer accounts receivable, net, respectively, within Exelon’s and Generation’s Consolidated Balance Sheets. The following table provides a rollforward of the contract assets reflected in Exelon's and Generation's Consolidated Balance Sheets. The Utility Registrants do not have any contract assets. Balance as of December 31, 2018 Amounts reclassified to receivables Revenues recognized Balance at December 31, 2019 Amounts reclassified to receivables Revenues recognized Contract assets reclassified as held for sale (a) Balance at December 31, 2020 Exelon Generation $ $ 187 $ (143) 130 174 (86) 68 (12) 144 $ 187 (143) 130 174 (86) 68 (12) 144 __________ (a) Represents contract assets related to Generation's solar business, which were classified as held for sale as a result of the sale agreement. See Note 2 — Mergers, Acquisitions, and Dispositions for additional information. Contract Liabilities The Registrants record contract liabilities when consideration is received or due prior to the satisfaction of the performance obligations. The Registrants record contract liabilities within Other current liabilities and Other noncurrent liabilities within the Registrants' Consolidated Balance Sheets. For Generation, these contract liabilities primarily relate to upfront consideration received or due for equipment service plans, solar panel leases, and the Illinois ZEC program that introduces a cap on the total consideration to be received by Generation. The Generation contract liability related to the Illinois ZEC program includes certain amounts with ComEd that are eliminated in consolidation in Exelon’s Consolidated Statements of Operations and Consolidated Balance Sheets. On July 1, 2020, Pepco, DPL, and ACE each entered into a collaborative arrangement with an unrelated owner and manager of communication infrastructure (the Buyer). Under this arrangement, Pepco, DPL, and ACE sold a 60% undivided interest in their respective portfolios of transmission tower attachment agreements with 254 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 4 — Revenue from Contracts with Customers telecommunications companies to the Buyer, in addition to transitioning management of the day-to-day operations of the jointly-owned agreements to the Buyer for 35 years, while retaining the safe and reliable operation of its utility assets. In return, Pepco, DPL, and ACE will provide the Buyer limited access on the portion of the towers where the equipment resides for the purposes of managing the agreements for the benefit of Pepco, DPL, ACE, and the Buyer. In addition, for an initial period of three years and two, two-year extensions that are subject to certain conditions, the Buyer has the exclusive right to enter into new agreements with telecommunications companies and to receive a 30% undivided interest in those new agreements. PHI, Pepco, DPL, and ACE received cash and recorded contract liabilities as of July 1, 2020 as shown in the table below. The revenue attributable to this arrangement will be recognized as operating revenue over the 35 years under the collaborative arrangement. The following table provides a rollforward of the contract liabilities reflected in Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE'S Consolidated Balance Sheets. As of December 31, 2020, 2019, and 2018, ComEd's, PECO's, and BGE's contract liabilities were immaterial. Exelon Generation PHI Pepco DPL ACE $ 35 $ 35 $ Balance as of December 31, 2017 Consideration received or due Revenues recognized Balance as of December 31, 2018 Consideration received or due Revenues recognized Balance at December 31, 2019 Consideration received or due Revenues recognized Contracts liabilities reclassified as held for sale (a) 179 (187) 27 94 (88) 33 219 (98) (3) 465 (458) 42 287 (258) 71 282 (266) (3) 84 $ — — — — — — — 122 (4) — — — — — — — — 98 (4) — 94 $ $ — — — — — — — 12 — — 12 $ $ — — — — — — — 12 — — 12 Balance at December 31, 2020 $ 151 $ $ 118 $ __________ (a) Represents contract liabilities related to Generation's solar business, which were classified as held for sale as a result of the sale agreement. See Note 2 — Mergers, Acquisitions, and Dispositions for additional information. The following table reflects revenues recognized in the years ended December 31, 2020, 2019 and 2018, which were included in contract liabilities at December 31, 2019, 2018, and 2017, respectively: Exelon Generation 2020 2019 2018 $ 27 $ 64 $ 18 32 11 11 Transaction Price Allocated to Remaining Performance Obligations (All Registrants) The following table shows the amounts of future revenues expected to be recorded in each year for performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2020. This disclosure only includes contracts for which the total consideration is fixed and determinable at contract inception. The average contract term varies by customer type and commodity but ranges from one month to several years. This disclosure excludes Generation's power and gas sales contracts as they contain variable volumes and/or variable pricing. This disclosure also excludes the Utility Registrants' gas and electric tariff sales contracts and transmission revenue contracts as they generally have an original expected duration of one year or less and, therefore, do not contain any future, unsatisfied performance obligations to be included in this disclosure. 255 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Exelon Generation PHI Pepco DPL ACE Note 4 — Revenue from Contracts with Customers 2021 2022 2023 2024 $ 262 $ 352 93 $ 124 54 $ 55 9 7 1 1 8 6 1 1 8 6 1 1 2025 and thereafter Total 40 $ 34 6 5 — 1 330 $ 243 87 70 9 8 779 808 118 94 12 12 Revenue Disaggregation (All Registrants) The Registrants disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. See Note 5 — Segment Information for the presentation of the Registrant's revenue disaggregation. 5. Segment Information (All Registrants) Operating segments for each of the Registrants are determined based on information used by the CODM in deciding how to evaluate performance and allocate resources at each of the Registrants. Exelon has eleven reportable segments, which include Generation's five reportable segments consisting of the Mid-Atlantic, Midwest, New York, ERCOT, and all other power regions referred to collectively as “Other Power Regions” and ComEd, PECO, BGE, and PHI's three reportable segments consisting of Pepco, DPL, and ACE. ComEd, PECO, BGE, Pepco, DPL, and ACE each represent a single reportable segment, and as such, no separate segment information is provided for these Registrants. Exelon, ComEd, PECO, BGE, Pepco, DPL, and ACE's CODMs evaluate the performance of and allocate resources to ComEd, PECO, BGE, Pepco, DPL, and ACE based on net income. The basis for Generation's reportable segments is the integrated management of its electricity business that is located in different geographic regions, and largely representative of the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation's hedging strategies and risk metrics are also aligned to these same geographic regions. Descriptions of each of Generation’s five reportable segments are as follows: • Mid-Atlantic represents operations in the eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia, and parts of Pennsylvania and North Carolina. • Midwest represents operations in the western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region. • • • • • New York represents operations within NYISO. ERCOT represents operations within Electric Reliability Council of Texas. Other Power Regions: New England represents operations within ISO-NE. South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not included within MISO or PJM. • West represents operations in the WECC, which includes CAISO. • Canada represents operations across the entire country of Canada and includes AESO, OIESO, and the Canadian portion of MISO. The CODMs for Exelon and Generation evaluate the performance of Generation’s electric business activities and allocate resources based on RNF. Generation believes that RNF is a useful measurement of operational performance. RNF is not a presentation defined under GAAP and may not be comparable to other companies’ 256 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information presentations or deemed more useful than the GAAP information provided elsewhere in this report. Generation’s operating revenues include all sales to third parties and affiliated sales to the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy, and ancillary services. Fuel expense includes the fuel costs for Generation’s owned generation and fuel costs associated with tolling agreements. The results of Generation's other business activities are not regularly reviewed by the CODM and are therefore not classified as operating segments or included in the regional reportable segment amounts. These activities include natural gas, as well as other miscellaneous business activities that are not significant to Generation's overall operating revenues or results of operations. Further, Generation’s unrealized mark-to-market gains and losses on economic hedging activities and its amortization of certain intangible assets and liabilities relating to commodity contracts recorded at fair value from mergers and acquisitions are also excluded from the regional reportable segment amounts. Exelon and Generation do not use a measure of total assets in making decisions regarding allocating resources to or assessing the performance of these reportable segments. An analysis and reconciliation of the Registrants’ reportable segment information to the respective information in the consolidated financial statements for the years ended December 31, 2020, 2019, and 2018 is as follows: Generation ComEd PECO BGE PHI Other (a) Intersegment Eliminations Exelon (b) Operating revenues : 2020 Competitive businesses electric revenues Competitive businesses natural gas revenues Competitive businesses other revenues Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Total operating revenues 2019 Competitive businesses electric revenues Competitive businesses natural gas revenues Competitive businesses other revenues Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Total operating revenues $ 15,060 $ — $ — $ — $ — $ — $ (1,196) $ 13,864 $ $ 2,003 540 — — — — — — — — — — — 5,904 2,543 2,336 4,485 — — 515 — 762 — 162 16 — — — — (3) (4) (61) (7) 2,000 536 15,207 1,432 2,035 (2,051) — 17,603 $ 5,904 $ 3,058 $ 3,098 $ 4,663 $ 2,035 $ (3,322) $ 33,039 16,285 $ — $ — $ — $ — $ — $ (1,165) $ 15,120 2,148 491 — — — — — — — — — — — 5,747 2,490 2,379 4,626 — — 610 — 727 — 167 13 — — — — (1) (4) (47) (15) 2,147 487 15,195 1,489 1,921 (1,934) — $ 18,924 $ 5,747 $ 3,100 $ 3,106 $ 4,806 $ 1,921 $ (3,166) $ 34,438 257 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information 2018 Competitive businesses electric revenues Competitive businesses natural gas revenues Competitive businesses other revenues Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Total operating revenues (c) Intersegment revenues : 2020 2019 2018 Depreciation and amortization: 2020 2019 2018 Operating expenses: 2020 2019 2018 Interest expense, net: 2020 2019 2018 Income (loss) before income taxes: 2020 2019 2018 Income taxes: 2020 2019 2018 Net income (loss): 2020 2019 Generation ComEd PECO BGE PHI Other (a) Intersegment Eliminations Exelon $ 17,411 $ — $ — $ — $ — $ — $ (1,256) $ 16,155 $ $ $ $ $ $ $ $ 2,718 308 — — — — — — — — — — — 5,882 2,470 2,428 4,602 — — 568 — 741 — 181 15 — — — — (8) (5) (45) (20) 2,710 303 15,337 1,470 1,948 (1,960) 3 20,437 $ 5,882 $ 3,038 $ 3,169 $ 4,798 $ 1,948 $ (3,294) $ 35,978 1,211 $ 1,172 1,269 $ 37 30 27 2,123 $ 1,133 $ 1,535 1,797 1,033 940 $ $ 9 6 8 347 333 301 $ $ 20 26 29 550 502 483 17 14 15 782 754 740 $ 2,024 $ (3,314) $ 1,913 1,942 (3,159) (3,289) $ $ 79 95 92 $ — — — 17,358 $ 4,950 $ 2,512 $ 2,598 $ 4,045 $ 2,047 $ (3,270) $ 17,628 19,510 4,580 4,741 2,388 2,452 2,574 2,696 4,084 4,156 1,996 1,929 (3,154) (3,341) $ $ $ $ 133 121 106 390 439 387 41 79 74 349 360 268 263 261 418 514 425 $ $ 351 308 279 $ (343) $ (327) (249) (77) $ 13 $ 38 33 495 477 (87) (55) $ (354) $ (240) $ $ $ $ (3) — — — (2) (1) — — — — (2) $ 357 429 432 836 $ 1,917 365 $ 249 516 (108) 579 $ 1,217 $ $ $ $ 382 359 347 615 851 832 177 163 168 438 688 $ $ 147 136 129 417 593 466 (30) $ 65 6 $ 447 528 258 4 2 1 5,014 4,252 4,353 30,240 30,096 32,143 1,635 1,616 1,554 2,333 3,985 2,225 373 774 118 1,954 3,028 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Generation ComEd PECO BGE PHI Other (a) Intersegment Eliminations Exelon 2018 Capital expenditures: 2020 2019 2018 Total assets: 2020 2019 $ $ 443 664 460 313 393 (193) 1,747 $ 2,217 $ 1,147 $ 1,247 $ 1,604 $ 1,845 2,242 1,915 2,126 939 849 1,145 959 1,355 1,375 86 49 43 48,094 48,995 $ 34,466 32,765 $ 12,531 11,469 $ 11,650 10,634 $ 23,736 22,719 $ 9,005 8,484 $ $ (1) — — — (10,165) (10,089) 2,079 8,048 7,248 7,594 129,317 124,977 $ $ __________ (a) Other primarily includes Exelon’s corporate operations, shared service entities, and other financing and investment activities. (b) Includes gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in expenses in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 24 — Supplemental Financial Information for additional information on total utility taxes. Intersegment revenues exclude sales to unconsolidated affiliates. The intersegment profit associated with Generation’s sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to the recognition of intersegment profit in accordance with regulatory accounting guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income. See Note 25 - Related Party Transactions for additional information on intersegment revenues. (c) 259 Table of Contents PHI: (b) Operating revenues : 2020 Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Total operating revenues 2019 Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Total operating revenues 2018 Rate-regulated electric revenues Rate-regulated natural gas revenues Shared service and other revenues Total operating revenues (c) Intersegment revenues : 2020 2019 2018 Depreciation and amortization: 2020 2019 2018 Operating expenses: 2020 2019 2018 Interest expense, net: 2020 2019 2018 Income (loss) before income taxes: 2020 2019 2018 (d) (d) Income taxes: 2020 2019 2018 Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Pepco DPL ACE Other (a) Intersegment Eliminations PHI $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,149 — — 2,149 2,260 — — 2,260 2,232 — — 2,232 7 5 6 377 374 385 1,799 1,899 1,919 138 133 128 259 259 216 (7) 16 11 $ $ $ $ $ $ $ $ $ $ $ $ 1,109 162 — 1,271 1,139 167 — 1,306 1,151 181 — 1,332 9 7 8 191 184 182 1,120 1,089 1,143 61 61 58 100 169 142 (25) 22 22 $ $ $ $ $ $ $ $ $ $ $ $ 1,245 — — 1,245 1,240 — — 1,240 1,236 — — 1,236 4 3 3 180 157 136 1,123 1,089 1,087 59 58 64 71 99 87 (41) — 12 $ $ $ $ $ $ $ $ $ $ $ $ — — 372 372 — — 396 396 — — 435 435 372 396 435 34 39 37 378 403 442 10 10 11 (12) (13) (20) (4) — (12) $ $ $ $ $ $ $ $ $ $ $ $ (18) — (356) (374) (13) — (383) (396) (17) — (420) (437) (375) (397) (437) — — — (375) (396) (435) — 1 — — — — — — — 4,485 162 16 4,663 4,626 167 13 4,806 4,602 181 15 4,798 17 14 15 782 754 740 4,045 4,084 4,156 268 263 261 418 514 425 (77) 38 33 260 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Net income (loss): 2020 2019 2018 Capital expenditures: 2020 2019 2018 Total assets: 2020 2019 (d) Note 5 — Segment Information Pepco DPL ACE Other (a) Intersegment Eliminations PHI $ $ $ $ $ $ 266 243 205 773 626 656 9,264 8,661 $ $ $ 125 147 120 424 348 364 5,140 4,830 $ $ $ 112 99 75 401 375 335 4,286 3,933 $ $ $ (8) (12) (7) 6 6 20 5,079 5,335 $ $ $ — — — — — — (33) (40) 495 477 393 1,604 1,355 1,375 23,736 22,719 __________ (a) Other primarily includes PHI’s corporate operations, shared service entities, and other financing and investment activities. (b) Includes gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in expenses in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 24 — Supplemental Financial Information for additional information on total utility taxes. Includes intersegment revenues with ComEd, BGE, and PECO, which are eliminated at Exelon. (c) (d) The Income (loss) before income taxes in Other and Intersegment Eliminations have been adjusted by an offsetting $489 million and $408 million in 2019 and 2018, respectively, and Total assets amounts in Other and Intersegment Eliminations have been adjusted by an offsetting $5.7 billion in 2019 for consistency with the Exelon consolidating disclosure above. The following tables disaggregate the Registrants' revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. For Generation, the disaggregation of revenues reflects Generation's two primary products of power sales and natural gas sales, with further disaggregation of power sales provided by geographic region. For the Utility Registrants, the disaggregation of revenues reflects the two primary utility services of rate-regulated electric sales and rate-regulated natural gas sales (where applicable), with further disaggregation of these tariff sales provided by major customer groups. Exelon's disaggregated revenues are consistent with Generation and the Utility Registrants, but exclude any intercompany revenues. Competitive Business Revenues (Generation): Revenues from external customers (a) 2020 Contracts with customers Other (b) Total Intersegment Revenues Total Revenues Mid-Atlantic Midwest New York ERCOT Other Power Regions Total Competitive Businesses Electric Revenues Competitive Businesses Natural Gas Revenues Competitive Businesses Other Revenues (c) Total Generation Consolidated Operating Revenues $ $ $ 4,785 $ 3,717 1,444 735 3,586 14,267 $ 1,283 355 15,905 $ (168) $ 312 (12) 198 463 793 $ 720 185 1,698 $ 4,617 $ 4,029 1,432 933 4,049 15,060 $ 2,003 540 17,603 $ 28 $ (5) (1) 25 (47) — $ — — — $ 4,645 4,024 1,431 958 4,002 15,060 2,003 540 17,603 261 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Mid-Atlantic Midwest New York ERCOT Other Power Regions Total Competitive Businesses Electric Revenues Competitive Businesses Natural Gas Revenues Competitive Businesses Other Revenues (c) Total Generation Consolidated Operating Revenues Mid-Atlantic Midwest New York ERCOT Other Power Regions Total Competitive Businesses Electric Revenues Competitive Businesses Natural Gas Revenues Competitive Businesses Other Revenues (c) Total Generation Consolidated Operating Revenues Revenues from external customers (a) Contracts with customers Other (b) 2019 Total Intersegment Revenues Total Revenues 5,053 $ 17 $ 5,070 $ 4 $ 4,095 1,571 768 3,687 232 25 229 608 4,327 1,596 997 4,295 15,174 $ 1,446 440 1,111 $ 702 51 16,285 $ 2,148 491 17,060 $ 1,864 $ 18,924 $ Revenues from external customers (a) 2018 (34) — 16 (49) (63) $ 62 1 — $ 5,074 4,293 1,596 1,013 4,246 16,222 2,210 492 18,924 Contracts with customers Other (b) Total Intersegment Revenues Total Revenues 5,241 $ 233 $ 5,474 $ 13 $ 4,527 1,723 572 3,530 190 (36) 560 871 4,717 1,687 1,132 4,401 15,593 $ 1,524 510 1,818 $ 1,194 (202) 17,411 $ 2,718 308 17,627 $ 2,810 $ 20,437 $ (11) — 1 (66) (63) $ 62 1 — $ 5,487 4,706 1,687 1,133 4,335 17,348 2,780 309 20,437 $ $ $ $ $ $ __________ (a) (b) (c) Represents activities not allocated to a region. See text above for a description of included activities. Includes unrealized mark-to-market gains of $110 million and losses of Includes all wholesale and retail electric sales to third parties and affiliated sales to the Utility Registrants. Includes revenues from derivatives and leases. $4 million and $262 million for the years ended December 31, 2020, 2019, and 2018, respectively, and the elimination of intersegment revenues. 262 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Revenues net of purchased power and fuel expense (Generation): 2020 2019 2018 RNF from external customers (a) Intersegment RNF Total RNF RNF from external customers (a) Intersegment RNF Total RNF RNF from external customers (a) Intersegment RNF Total RNF Mid-Atlantic Midwest New York ERCOT Other Power Regions Total RNF for Reportable Segments Other (b) Total Generation RNF $ $ $ 2,174 2,902 983 407 759 7,225 793 8,018 $ $ $ 30 — 14 19 (94) (31) 31 — $ $ $ 2,204 2,902 997 426 665 7,194 824 8,018 $ $ $ 2,637 2,994 1,081 338 694 7,744 324 8,068 $ $ $ 18 (32) 13 (30) (74) (105) 105 — $ $ $ 2,655 2,962 1,094 308 620 7,639 429 8,068 $ $ $ 3,022 3,112 1,112 501 883 8,630 114 8,744 $ $ $ 51 23 10 (243) (154) (313) 313 — $ $ $ 3,073 3,135 1,122 258 729 8,317 427 8,744 __________ (a) (b) Other represents activities not allocated to a region. See text above for a description of included activities. Primarily includes: Includes purchases and sales from/to third parties and affiliated sales to the Utility Registrants. • • • unrealized mark-to-market gains of $295 million and losses of $215 million and $319 million for the years ended December 31, 2020, 2019, and 2018, respectively; accelerated nuclear fuel amortization associated with the announced early plant retirements as discussed in Note 7 - Early Plant Retirements of $60 million, $13 million, and $57 million in for the years ended December 31, 2020, 2019, and 2018, respectively; and the elimination of intersegment RNF. 263 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Electric and Gas Revenue by Customer Class (Utility Registrants): Revenues from contracts with customers Rate-regulated electric revenues ComEd PECO BGE 2020 PHI Pepco DPL ACE Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Other Total rate-regulated electric revenues (a) (b) Rate-regulated natural gas revenues Residential Small commercial & industrial Large commercial & industrial Transportation (c) Other Total rate-regulated natural gas revenues (d) Total rate-regulated revenues from contracts with customers Other revenues Revenues from alternative revenue programs Other rate-regulated electric revenues Other rate-regulated natural gas revenues (e) (e) Total other revenues Total rate-regulated revenues for reportable segments 1,345 241 406 27 309 2,328 504 79 135 — 29 747 3,075 16 5 2 23 3,098 $ $ $ $ $ $ $ $ 2,332 472 1,001 60 613 4,478 96 42 4 14 6 162 4,640 21 2 — 23 4,663 $ $ $ $ $ $ $ $ 988 132 736 34 218 2,108 — — — — — — 2,108 40 1 — 41 2,149 $ $ $ $ $ $ $ $ 652 171 89 13 190 1,115 96 42 4 14 6 162 1,277 (7) 1 — (6) 1,271 $ $ $ $ $ $ $ $ 692 169 176 13 207 1,257 — — — — — — 1,257 (12) — — (12) 1,245 $ $ $ $ $ $ $ $ 3,090 1,399 515 45 884 5,933 — — — — — — 5,933 (47) 18 — (29) 5,904 $ $ $ $ $ $ $ $ 1,656 386 228 29 225 2,524 361 126 — 24 4 515 3,039 16 3 — 19 3,058 $ $ $ $ $ $ $ $ 264 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Revenues from contracts with customers Rate-regulated electric revenues ComEd PECO BGE 2019 PHI Pepco DPL ACE Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Other Total rate-regulated electric revenues (a) (b) Rate-regulated natural gas revenues Residential Small commercial & industrial Large commercial & industrial Transportation (c) Other Total rate-regulated natural gas revenues (d) Total rate-regulated revenues from contracts with customers Other revenues Revenues from alternative revenue programs Other rate-regulated electric revenues Other rate-regulated natural gas revenues (e) (e) Total other revenues Total rate-regulated revenues for reportable segments 1,326 254 436 27 321 2,364 474 77 132 — 31 714 3,078 12 12 4 28 3,106 $ $ $ $ $ $ $ $ 2,316 505 1,112 61 650 4,644 96 44 5 14 7 166 4,810 (14) 10 — (4) 4,806 $ $ $ $ $ $ $ $ 1,012 149 833 34 227 2,255 — — — — — — 2,255 (3) 8 — 5 2,260 $ $ $ $ $ $ $ $ 645 186 99 14 204 1,148 96 45 5 14 7 167 1,315 (11) 2 — (9) 1,306 $ $ $ $ $ $ $ $ 659 170 180 13 218 1,240 — — — — — — 1,240 — — — — 1,240 $ $ $ $ $ $ $ $ 2,916 1,463 540 47 888 5,854 — — — — — — 5,854 (133) 26 — (107) 5,747 $ $ $ $ $ $ $ $ 1,596 404 219 29 249 2,497 409 169 1 25 6 610 3,107 (21) 13 1 (7) 3,100 $ $ $ $ $ $ $ $ 265 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Revenues from contracts with customers Rate-regulated electric revenues ComEd PECO BGE 2018 PHI Pepco DPL ACE Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Other Total rate-regulated electric revenues (a) (b) Rate-regulated natural gas revenues Residential Small commercial & industrial Large commercial & industrial Transportation (c) Other Total rate-regulated natural gas revenues (d) Total rate-regulated revenues from contracts with customers Other revenues Revenues from alternative revenue programs Other rate-regulated electric revenues Other rate-regulated natural gas revenues (e) (e) $ $ $ $ $ $ Total other revenues $ Total rate-regulated revenues for reportable segments $ 2,942 1,487 538 47 867 5,881 — — — — — — 5,881 (29) 30 — 1 5,882 $ $ $ $ $ $ $ $ 1,566 404 223 28 243 2,464 395 143 1 23 6 568 3,032 (7) 12 1 6 3,038 $ $ $ $ $ $ $ $ 1,382 257 429 28 327 2,423 491 77 124 — 63 755 3,178 (26) 13 4 (9) 3,169 $ $ $ $ $ $ $ $ 2,351 488 1,124 58 593 4,614 99 44 8 16 13 180 4,794 (7) 10 1 4 4,798 $ $ $ $ $ $ $ $ 1,021 140 846 32 193 2,232 — — — — — — 2,232 (7) 7 — — 2,232 $ $ $ $ $ $ $ $ 669 186 100 14 175 1,144 99 44 8 16 13 180 1,324 4 3 1 8 1,332 $ $ $ $ $ $ $ $ 661 162 178 12 227 1,240 — — — — — — 1,240 (4) — — (4) 1,236 __________ (a) (b) Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue. Includes operating revenues from affiliates in 2020, 2019, and 2018 respectively of: • • • • • • • $37 million, $30 million, and $27 million at ComEd $8 million, $5 million, and $7 million at PECO $10 million, $8 million, and $8 million at BGE $17 million, $14 million, and $15 million at PHI $7 million, $5 million, and $6 million at Pepco $9 million, $7 million, and $8 million at DPL $4 million, $3 million, and $3 million at ACE Includes revenues from off-system natural gas sales. Includes operating revenues from affiliates in 2020, 2019, and 2018 respectively of: (c) (d) • • $1 million, $1 million, and $1 million at PECO $10 million, $18 million, and $21 million at BGE (e) Includes late payment charge revenues. 266 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 6 — Accounts Receivable 6. Accounts Receivable (All Registrants) Allowance for Credit Losses on Accounts Receivable (All Registrants) The following table presents the rollforward of Allowance for Credit Losses on Customer Accounts Receivable for the year ended December 31, 2020. Balance as of December 31, 2019 Plus: Current Period Provision for Expected Credit Losses (a) Less: Write-offs, net of (b) recoveries Less: Sale of customer accounts receivable (c) Balance as of December 31, 2020 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ 243 $ 80 $ 59 $ 55 $ 12 $ 37 $ 13 $ 11 $ 13 248 69 56 13 5 56 62 24 — 79 18 — 30 7 — 64 15 — 24 5 — 15 4 — $ 366 $ 32 $ 97 $ 116 $ 35 $ 86 $ 32 $ 22 $ 25 6 — 32 _________ (a) For the Utility Registrants, the increase is primarily as a result of increased aging of receivables, the temporary suspension of customer disconnections for non-payment, temporary cessation of new late payment fees, and reconnection of service to customers previously disconnected due to COVID-19. (b) Recoveries were not material to the Registrants. (c) See below for additional information on the sale of customer accounts receivable at Generation in the second quarter of 2020. The following table presents the rollforward of Allowance for Credit Losses on Other Accounts Receivable for the year ended December 31, 2020. Balance as of December 31, 2019 Plus: Current Period Provision for Expected Credit Losses Less: Write-offs, net of (a) recoveries Balance as of December 31, 2020 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ 48 $ — $ 20 $ 7 $ 5 $ 16 $ 7 $ 4 $ 33 10 — — 5 4 3 2 7 3 18 1 6 — 5 — 5 7 1 $ 71 $ — $ 21 $ 8 $ 9 $ 33 $ 13 $ 9 $ 11 _________ (a) Recoveries were not material to the Registrants. 267 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 6 — Accounts Receivable Unbilled Customer Revenue (All Registrants) The following table provides additional information about unbilled customer revenues recorded in the Registrants' Consolidated Balance Sheets as of December 31, 2020 and 2019. Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Unbilled customer revenues (a) December 31, 2020 $ 998 $ 258 $ 218 $ 147 $ 197 $ 178 $ 87 $ December 31, 2019 _________ (a) Unbilled customer revenues are classified in Customer accounts receivables, net in the Registrants' Consolidated Balance Sheets. 1,535 170 807 194 218 146 100 62 $ 61 29 33 Sales of Customer Accounts Receivable (Exelon and Generation) On April 8, 2020, NER, a bankruptcy remote, special purpose entity, which is wholly-owned by Generation, entered into a revolving accounts receivable financing arrangement with a number of financial institutions and a commercial paper conduit (the Purchasers) to sell certain customer accounts receivable (the Facility). The Facility, whose maximum capacity is $750 million, is scheduled to expire on April 7, 2021, unless renewed by the mutual consent of the parties in accordance with its terms. Under the Facility, NER may sell eligible short-term customer accounts receivable to the Purchasers in exchange for cash and subordinated interest. The transfers are reported as sales of receivables in Exelon’s and Generation’s consolidated financial statements. The subordinated interest in collections upon the receivables sold to the Purchasers is referred to as the DPP, which is reflected in Other current assets on Exelon’s and Generation’s Consolidated Balance Sheet. On April 8, 2020, Generation derecognized and transferred approximately $1.2 billion of receivables at fair value to the Purchasers in exchange for approximately $500 million in cash purchase price and $650 million of DPP. On February 17, 2021, Generation received additional cash of $250 million from the Purchasers for the remaining capacity in the Facility. The following table summarizes the impact of the sale of certain receivables: Derecognized receivables transferred at fair value Cash proceeds received DPP (a) As of December 31, 2020 $ _________ (a) Includes additional customer accounts receivable sold into the Facility of $6,608 million since the start of the financing agreement. Loss on sale of receivables (a) For the year ended December 31, 2020 $ _________ (a) Reflected in Operating and maintenance expense on Exelon and Generation's Consolidated Statement of Operations and Comprehensive Income. Proceeds from new transfers Cash collections received on DPP Cash collections reinvested in the Facility For the year ended December 31, 2020 $ 1,139 500 639 30 2,816 3,771 6,587 Generation’s risk of loss following the transfer of accounts receivable is limited to the DPP outstanding. Payment of DPP is not subject to significant risks other than delinquencies and credit losses on accounts receivable transferred, which have historically been and are expected to be immaterial. Generation continues to service the receivables sold in exchange for a servicing fee. Generation did not record a servicing asset or liability as the servicing fees were immaterial. 268 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 6 — Accounts Receivable Generation recognizes the cash proceeds received upon sale in Net cash provided by operating activities in the Consolidated Statement of Cash Flows. The collection and reinvestment of DPP is recognized in Net cash provided by investing activities of the Consolidated Statement of Cash Flows. See Note 18 — Fair Value of Financial Assets and Liabilities and Note 23 — Variable Interest Entities for additional information. Other Purchases and Sales of Customer and Other Accounts Receivables (All Registrants) Generation is required, under supplier tariffs in ISO-NE, MISO, NYISO, and PJM, to sell customer and other receivables to utility companies, which include the Utility Registrants. The Utility Registrants are required, under separate legislation and regulations in Illinois, Pennsylvania, Maryland, District of Columbia, and New Jersey, to purchase certain receivables from alternative retail electric and, as applicable, natural gas suppliers that participate in the utilities' consolidated billing. The following tables present the total receivables purchased and sold for the year ended December 31, 2020. Total Receivables Purchased $ Total Receivables Sold 3,529 $ 572 — $ 824 1,094 $ — 1,020 $ — 652 $ — Exelon Generation ComEd PECO BGE PHI 1,015 $ — Pepco DPL ACE 622 $ — 207 $ — 186 — Related Party Transactions: Receivables purchased from Generation Receivables sold to the Utility Registrants — — — 252 34 — 67 — 79 — 72 — 51 — 13 — 8 — 7. Early Plant Retirements (Exelon and Generation) Exelon and Generation continuously evaluate factors that affect the current and expected economic value of Generation’s plants, including, but not limited to: market power prices, results of capacity auctions, potential legislative and regulatory solutions to ensure plants are fairly compensated for benefits they provide through their carbon-free emissions, reliability, or fuel security, and the impact of potential rules from the EPA requiring reduction of carbon and other emissions and the efforts of states to implement those final rules. The precise timing of an early retirement date for any plant, and the resulting financial statement impacts, may be affected by many factors, including the status of potential regulatory or legislative solutions, results of any transmission system reliability study assessments, the nature of any co-owner requirements and stipulations, and NDT fund requirements for nuclear plants, among other factors. However, the earliest retirement date for any plant would usually be the first year in which the unit does not have capacity or other obligations, and where applicable, just prior to its next scheduled nuclear refueling outage. Nuclear Generation In 2015 and 2016, Generation identified the Clinton and Quad Cities nuclear plants in Illinois, Ginna and Nine Mile Point nuclear plants in New York, and TMI nuclear plant in Pennsylvania as having the greatest risk of early retirement based on economic valuation and other factors. In 2017, PSEG made public similar financial challenges facing its New Jersey nuclear plants, including Salem, of which Generation owns a 42.59% ownership interest. PSEG is the operator of Salem and also has the decision-making authority to retire Salem. Assuming the continued effectiveness of the Illinois ZES, New Jersey ZEC program, and the New York CES, Generation and CENG, through its ownership of Ginna and Nine Mile Point, no longer consider Clinton, Quad Cities, Salem, Ginna, or Nine Mile Point to be at heightened risk for early retirement. However, to the extent the Illinois ZES, New Jersey ZEC program, or the New York CES do not operate as expected over their full terms, 269 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 7 — Early Plant Retirements each of these plants, in addition to FitzPatrick, would be at heightened risk for early retirement, which could have a material impact on Exelon’s and Generation’s future financial statements. In addition, FERC’s December 19, 2019 order on the MOPR in PJM may undermine the continued effectiveness of the Illinois ZES and the New Jersey ZEC program unless Illinois and New Jersey implement an FRR mechanism under which the Generation plants in these states would be removed from PJM’s capacity auction. See Note 3 — Regulatory Matters for additional information on the Illinois ZES, New Jersey ZEC program, New York CES, and FERC's December 19, 2019 order on the MOPR in PJM. In Pennsylvania, the TMI nuclear plant did not clear in the May 2017 PJM capacity auction for the 2020-2021 planning year, the third consecutive year that TMI failed to clear the PJM base residual capacity auction and on May 30, 2017, based on these capacity auction results, prolonged periods of low wholesale power prices, and the absence of federal or state policies that place a value on nuclear energy for its ability to produce electricity without air pollution, Generation announced that it would permanently cease generation operations at TMI. On September 20, 2019, Generation permanently ceased generation operations at TMI. Generation’s Dresden, Byron, and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. While all of LaSalle's capacity did clear in the 2021-2022 planning year auction, Generation has become increasingly concerned about the economic viability of this plant as well in a landscape where energy market prices remain depressed and energy market rules remain fatally flawed. On August 27, 2020, Generation announced that it intends to permanently cease generation operations at Byron in September 2021 and at Dresden in November 2021. The current NRC licenses for Byron Units 1 and 2 expire in 2044 and 2046, respectively, and the licenses for Dresden Units 2 and 3 expire in 2029 and 2031, respectively. As a result of the decision to early retire Byron and Dresden, Exelon and Generation recognized certain one-time charges for the year ended December 31, 2020 related to materials and supplies inventory reserve adjustments, employee-related costs, including severance benefit costs further discussed below, and construction work-in-progress impairments, among other items. In addition, as a result of the decisions to early retire Byron and Dresden, there are ongoing annual financial impacts stemming from shortening the expected economic useful lives of these nuclear plants primarily related to accelerated depreciation of plant assets (including any ARC), accelerated amortization of nuclear fuel, and changes in ARO accretion expense associated with the changes in decommissioning timing and cost assumptions to reflect an earlier retirement date. See Note 10 — Asset Retirement Obligations for additional information on changes to the nuclear decommissioning ARO balance and Note 12 — Asset Impairments for impairment assessment considerations given to the Midwest asset group as a result of the early retirement decision. The total impact on Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income is summarized in the table below. Income statement expense (pre-tax) Depreciation and amortization (d) Accelerated depreciation Accelerated nuclear fuel amortization Operating and maintenance One-time charges Other charges (e) Contractual offset (f) Total _________ (a) Reflects expense for Byron and Dresden. (b) Reflects expense for TMI. (c) Reflects expense for TMI and Oyster Creek. (d) Includes the accelerated depreciation of plant assets including any ARC. 270 2020 (a) 2019 (b) 2018 (c) $ $ 895 $ 60 255 34 (364) 880 $ 216 $ 13 — (53) — 176 $ 539 57 32 — — 628 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 7 — Early Plant Retirements (e) For Dresden, reflects the net impacts associated with the remeasurement of the ARO. For TMI, primarily reflects the net impacts associated with the remeasurement of the ARO. See Note 10 - Asset Retirement Obligations for additional information. (f) Reflects contractual offset for ARO accretion, ARC depreciation, and net impacts associated with the remeasurement of the ARO. For Byron and Dresden, based on the regulatory agreement with the ICC, decommissioning-related activities in 2020 have been offset within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. The offset in 2020 resulted in an equal adjustment to the noncurrent payables to ComEd at Generation and an adjustment to the regulatory liabilities at ComEd. See Note 10 - Asset Retirement Obligations for additional information. Severance benefit costs will be provided to employees impacted by the early retirements of Byron and Dresden, to the extent they are not redeployed to other nuclear plants. For the year ended December 31, 2020, Exelon and Generation recorded severance expense of $81 million within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income. The final amount of severance benefit costs will depend on the specific employees severed. The following table provides the balance sheet amounts as of December 31, 2020 for Exelon's and Generation's significant assets and liabilities associated with the Braidwood and LaSalle nuclear plants. Current depreciation provisions are based on the estimated useful lives of these nuclear generating stations, which reflect the first renewal of the operating licenses. Asset Balances Materials and supplies inventory, net Nuclear fuel inventory, net Completed plant, net Construction work in progress Liability Balances Asset retirement obligation NRC License First Renewal Term Braidwood LaSalle Total $ 84 $ 120 1,397 31 (570) 106 $ 285 1,590 30 190 405 2,987 61 (954) (1,524) 2046 (Unit 1) 2047 (Unit 2) 2042 (Unit 1) 2043 (Unit 2) Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level. The absence of such solutions or reforms could result in future impairments of the Midwest asset group, or accelerated depreciation for specific plants over their shortened estimated useful lives, both of which could have a material unfavorable impact on Exelon's and Generation's future results of operations. Other Generation In March 2018, Generation notified ISO-NE of its plans to early retire, among other assets, the Mystic Generating Station's units 8 and 9 (Mystic 8 and 9) absent regulatory reforms to properly value reliability and regional fuel security. Thereafter, ISO-NE identified Mystic 8 and 9 as being needed to ensure fuel security for the region and entered into a cost of service agreement with these two units for the period between June 1, 2022 - May 31, 2024. The agreement was approved by the FERC in December 2018. On June 10, 2020, Generation filed a complaint with FERC against ISO-NE stating that ISO-NE failed to follow its tariff with respect to its evaluation of Mystic 8 and 9 for transmission security for the 2024 to 2025 Capacity Commitment Period (FCA 15) and that the modifications that ISO-NE made to its unfiled planning procedures to avoid retaining Mystic 8 and 9 should have been filed with FERC for approval. On August 17, 2020, FERC issued an order denying the complaint. As a result, on August 20, 2020, Exelon determined that Generation will permanently cease generation operations at Mystic 8 and 9 at the expiration of the cost of service commitment in May 2024. See Note 3 — Regulatory Matters for additional discussion of Mystic’s cost of service agreement. As a result of the decision to early retire Mystic 8 and 9, Exelon and Generation recognized $22 million of one-time charges for the year ended December 31, 2020, related to materials and supplies inventory reserve adjustments, among other items. In addition, there are annual financial impacts stemming from shortening the expected economic useful life of Mystic 8 and 9 primarily related to accelerated depreciation of plant assets. 271 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 7 — Early Plant Retirements Exelon and Generation recorded incremental Depreciation and amortization expense of $26 million for the year ended December 31, 2020. See Note 12 — Asset Impairments for impairment assessment considerations of the New England Asset Group. 8. Property, Plant, and Equipment (All Registrants) The following tables present a summary of property, plant, and equipment by asset category as of December 31, 2020 and 2019: Asset Category December 31, 2020 Electric—transmission and distribution Electric—generation Gas—transportation and distribution Common—electric and gas (a) Nuclear fuel Construction work in progress Other property, plant, and equipment (b) Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ 60,946 $ — $ 29,371 $ 9,462 $ 8,797 $ 15,137 $ 10,264 $ 4,730 $ 4,568 29,725 29,724 6,733 2,170 5,399 3,576 762 — — 5,399 450 11 — — — — 799 59 — — 3,098 956 — 474 34 3,315 1,138 — 627 29 — 591 178 — 1,174 108 — — — — 824 65 — 751 180 — 163 23 — — — — 182 28 Total property, plant, and equipment Less: accumulated depreciation (c) Property, plant, and equipment, net $ 109,311 35,584 30,229 14,024 13,906 17,188 11,153 26,727 13,370 5,672 3,843 4,034 1,811 3,697 5,847 1,533 4,778 1,303 82,584 $ 22,214 $ 24,557 $ 10,181 $ 9,872 $ 15,377 $ 7,456 $ 4,314 $ 3,475 December 31, 2019 Electric—transmission and distribution Electric—generation Gas—transportation and distribution Common—electric and gas (a) Nuclear fuel Construction work in progress Other property, plant and (b) equipment Total property, plant and equipment Less: accumulated depreciation (c) $ 56,809 $ — $ 27,566 $ 8,957 $ 8,326 $ 13,809 $ 9,734 $ 4,464 $ 4,207 29,839 29,839 6,147 1,907 5,656 3,055 799 — — 5,656 702 13 — — — — 662 47 — — 2,899 2,999 877 — 250 27 991 — 483 25 — 525 146 — 921 108 — — — — 628 64 — 690 160 — 125 21 — — — — 166 27 104,212 36,210 28,275 13,010 12,824 15,509 10,426 23,979 12,017 5,168 3,718 3,834 1,213 3,517 5,460 1,425 4,400 1,210 24,193 $ 23,107 $ 9,292 $ 8,990 $ 14,296 $ 6,909 $ 4,035 $ 3,190 Property, plant, and equipment, net __________ (a) (b) Primarily composed of land and non-utility property. (c) 80,233 $ $ Includes nuclear fuel that is in the fabrication and installation phase of $939 million and $1,025 million at December 31, 2020 and 2019, respectively. Includes accumulated amortization of nuclear fuel in the reactor core at Generation of $2,774 million and $2,867 million as of December 31, 2020 and 2019, respectively. 272 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 8 — Property, Plant, and Equipment The following table presents the average service life for each asset category in number of years: Asset Category Exelon Generation ComEd PECO Electric - transmission and distribution Electric - generation Gas - transportation and distribution Common - electric and gas Nuclear fuel Other property, plant, and equipment 5-80 1-58 5-80 4-75 1-8 1-50 N/A 1-58 N/A N/A 1-8 1-10 5-80 N/A N/A N/A N/A 33-50 5-70 N/A 5-70 5-55 N/A 50 BGE 5-80 N/A 5-80 4-50 N/A 20-50 PHI 5-75 N/A 5-75 5-75 N/A 3-50 Pepco 5-75 N/A N/A N/A N/A 25-50 DPL 5-70 N/A 5-75 5-75 N/A 8-50 ACE 5-65 N/A N/A N/A N/A 13-15 Average Service Life (years) Depreciation provisions are based on the estimated useful lives of the stations, which reflect the first renewal of the operating licenses for all of Generation's operating nuclear generating stations except for Clinton, Byron, Dresden, and Peach Bottom. Clinton depreciation provisions are based on an estimated useful life through 2027, which is the last year of the Illinois ZES. Peach Bottom depreciation provisions are based on estimated useful life of 2053 and 2054 for Unit 2 and Unit 3, respectively, which reflects the second renewal of its operating licenses. Beginning August 2020, Byron, Dresden, and Mystic depreciation provisions were based on their announced shutdown dates of September 2021, November 2021, and May 2024, respectively. See Note 3 — Regulatory Matters for additional information regarding license renewals and the Illinois ZECs and Note 7 — Early Plant Retirements for additional information on the impacts of early plant retirements. The following table presents the annual depreciation rates for each asset category. Nuclear fuel amortization is charged to fuel expense using the unit-of- production method and not included in the below table. December 31, 2020 Electric—transmission and distribution Electric—generation Gas—transportation and distribution Common—electric and gas December 31, 2019 Electric—transmission and distribution Electric—generation Gas—transportation and distribution Common—electric and gas December 31, 2018 Electric—transmission and distribution Electric—generation Gas—transportation and distribution Common—electric and gas Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Annual Depreciation Rates 2.79 % 6.11 % 2.14 % 7.01 % 2.80 % 4.35 % 2.04 % 7.37 % 2.73 % 5.37 % 2.07 % 6.98 % N/A 6.11 % N/A N/A N/A 4.35 % N/A N/A N/A 5.37 % N/A N/A 2.95 % 2.31 % 2.69 % N/A N/A N/A N/A 1.85 % 6.39 % N/A 2.56 % 7.45 % 2.99 % 2.36 % 2.60 % N/A N/A N/A N/A 1.89 % 6.06 % N/A 2.30 % 8.30 % 2.95 % 2.35 % 2.61 % N/A N/A N/A N/A 1.90 % 5.44 % N/A 2.36 % 8.50 % 2.81 % N/A 1.50 % 7.36 % 2.77 % N/A 1.55 % 8.25 % 2.61 % N/A 1.59 % 6.30 % 2.53 % N/A N/A N/A 2.47 % N/A N/A N/A 2.40 % N/A N/A N/A 2.85 % N/A 1.50 % 6.72 % 2.86 % N/A 1.55 % 6.24 % 2.77 % N/A 1.59 % 3.70 % 3.08 % N/A N/A N/A 2.94 % N/A N/A N/A 2.45 % N/A N/A N/A 273 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 8 — Property, Plant, and Equipment Capitalized Interest and AFUDC (All Registrants) The following table summarizes capitalized interest and credits to AFUDC by year: December 31, 2020 Capitalized interest AFUDC debt and equity December 31, 2019 Capitalized interest AFUDC debt and equity December 31, 2018 Capitalized interest AFUDC debt and equity Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ $ $ 22 $ 150 24 $ 132 31 $ 109 $ $ $ 22 — 24 — 31 — $ $ $ — 42 — 32 — 30 $ $ $ — 23 — 17 — 12 $ $ $ — 30 — 29 — 24 $ $ $ — 55 — 54 — 44 $ $ $ — 42 — 39 — 34 $ $ $ — 6 — 6 — 4 — 7 — 9 — 4 See Note 1 — Significant Accounting Policies for additional information regarding property, plant and equipment policies. See Note 17 — Debt and Credit Agreements for additional information regarding Exelon’s, ComEd’s, PECO's, Pepco's, DPL's, and ACE’s property, plant and equipment subject to mortgage liens. 9. Jointly Owned Electric Utility Plant (Exelon, Generation, PECO, DPL, and ACE) Exelon's, Generation's, PECO's, DPL's, and ACE's material undivided ownership interests in jointly owned electric plants and transmission facilities at December 31, 2020 and 2019 were as follows: Operator Ownership interest Exelon’s share at December 31, 2020: Plant in service Accumulated depreciation Construction work in progress Exelon’s share at December 31, 2019: Plant in service Accumulated depreciation Construction work in progress Nuclear Generation Transmission Quad Cities Peach Bottom Generation Generation Salem PSEG Nuclear Nine Mile Point Unit 2 NJ/DE (a) Generation PSEG/DPL 75.00 % 50.00 % 42.59 % 82.00 % various $ $ $ 1,188 670 13 $ 1,506 601 13 1,161 $ 1,466 $ 627 13 571 21 $ $ 717 265 39 663 249 53 $ $ 990 187 25 951 156 27 103 54 — 102 53 — __________ (a) PECO, DPL, and ACE own a 42.55%, 1%, and 13.9% share, respectively in 151.3 miles of 500kV lines located in New Jersey and of the Salem generating plant substation. PECO, DPL, and ACE also own a 42.55%, 7.45%, and 7.45% share, respectively, in 2.5 miles of 500kV line located over the Delaware River. ACE also has a 21.78% share in a 500kV New Freedom Switching substation. Exelon’s, Generation’s, PECO's, DPL's, and ACE's undivided ownership interests are financed with their funds and all operations are accounted for as if such participating interests were wholly owned facilities. Exelon’s, Generation’s, PECO's, DPL's, and ACE's share of direct expenses of the jointly owned plants are included in Purchased power and fuel and Operating and maintenance expenses in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and in Operating and maintenance expenses in PECO's, PHI's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income. 274 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Asset Retirement Obligations 10. Asset Retirement Obligations (All Registrants) Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation) Generation has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. To estimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, Generation uses a probability- weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple outcome scenarios that include significant estimates and assumptions, and are based on decommissioning cost studies, cost escalation rates, probabilistic cash flow models, and discount rates. Generation updates its ARO annually unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. Generation began decommissioning the TMI nuclear plant upon permanently ceasing operations in 2019. See below section for decommissioning of Zion Station. The financial statement impact for changes in the ARO, on an individual unit basis, due to the changes in and timing of estimated cash flows generally result in a corresponding change in the unit’s ARC within Property, plant, and equipment on Exelon’s and Generation’s Consolidated Balance Sheets. If the ARO decreases for a Non-Regulatory Agreement unit without any remaining ARC, the corresponding change is recorded as decrease in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The following table provides a rollforward of the nuclear decommissioning ARO reflected in Exelon’s and Generation’s Consolidated Balance Sheets, from January 1, 2019 to December 31, 2020: Nuclear decommissioning ARO at January 1, 2019 Net increase due to changes in, and timing of, estimated future cash flows Sale of Oyster Creek Accretion expense Costs incurred related to decommissioning plants Nuclear decommissioning ARO at December 31, 2019 (a) Net increase due to changes in, and timing of, estimated future cash flows Accretion Expense Costs incurred related to decommissioning plants Nuclear decommissioning ARO at December 31, 2020 (a) $ 10,005 864 (755) 479 (89) 10,504 1,022 489 (93) 11,922 $ __________ (a) Includes $80 million and $112 million as the current portion of the ARO at December 31, 2020 and 2019, respectively, which is included in Other current liabilities in Exelon’s and Generation’s Consolidated Balance Sheets. The net $1,022 million increase in the ARO during 2020 for changes in the amounts and timing of estimated decommissioning cash flows was driven by multiple adjustments throughout the year. These adjustments primarily include: • • • A net increase of approximately $800 million was driven by updates to Byron and Dresden reflecting changes in assumed retirement dates and assumed methods of decommissioning as a result of the announcement to early retire these plants in 2021. Refer to Note 7 — Early Plant Retirements for additional information. An increase of approximately $360 million resulting from the change in the assumed DOE spent fuel acceptance date for disposal from 2030 to 2035. A decrease of approximately $220 million due to lower estimated decommissioning costs primarily for Limerick and Peach Bottom nuclear units resulting from the completion of updated cost studies. The 2020 ARO updates resulted in a increase of $60 million in Operating and maintenance expense for the year ended December 31, 2020 within Exelon and Generation's Consolidated Statements of Operations and Comprehensive Income. 275 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Asset Retirement Obligations The net $864 million increase in the ARO during 2019 for changes in the amounts and timing of estimated decommissioning cash flows was driven by multiple adjustments throughout the year, some with offsetting impacts. These adjustments primarily include: • • • An increase of approximately $780 million for changes in the assumed retirement timing probabilities for sites including certain economically challenged nuclear plants and the extension of Peach Bottom’s operating life. An increase of approximately $490 million for other impacts that included updated cost escalation rates, primarily for labor, equipment and materials, and current discount rates. Lower estimated costs to decommission TMI, Nine Mile Point, Ginna, Braidwood, Byron, and LaSalle nuclear units of approximately $410 million resulting from the completion of updated cost studies. The 2019 ARO updates resulted in a decrease of $150 million in Operating and maintenance expense for the year ended December 31, 2019 within Exelon and Generation's Consolidated Statements of Operations and Comprehensive Income. See Note 7 — Early Plant Retirements for additional information regarding TMI and economically challenged nuclear plants and Note 3 — Regulatory Matters regarding the Peach Bottom second license renewal. NDT Funds NDT funds have been established for each generation station unit to satisfy Generation’s nuclear decommissioning obligations. Generally, NDT funds established for a particular unit may not be used to fund the decommissioning obligations of any other unit. The NDT funds associated with Generation's nuclear units have been funded with amounts collected from the previous owners and their respective utility customers. PECO is authorized to collect funds, in revenues, for decommissioning the former PECO nuclear plants through regulated rates, and these collections are scheduled through the operating lives of the former PECO plants. The amounts collected from PECO customers are remitted to Generation and deposited into the NDT funds for the unit for which funds are collected. Every five years, PECO files a rate adjustment with the PAPUC that reflects PECO’s calculations of the estimated amount needed to decommission each of the former PECO units based on updated fund balances and estimated decommissioning costs. The rate adjustment is used to determine the amount collectible from PECO customers. On March 31, 2017, PECO filed its Nuclear Decommissioning Cost Adjustment with the PAPUC proposing an annual recovery from customers of approximately $4 million. This amount reflects a decrease from the previously approved annual collection of approximately $24 million primarily due to the removal of the collections for Limerick Units 1 and 2 as a result of the NRC approving the extension of the operating licenses for an additional 20 years. On August 8, 2017, the PAPUC approved the filing and the new rates became effective January 1, 2018. Any shortfall of funds necessary for decommissioning, determined for each generating station unit, is ultimately required to be funded by Generation, with the exception of a shortfall for the current decommissioning activities at Zion Station, where certain decommissioning activities have been transferred to a third- party (see Zion Station Decommissioning below) and the CENG units, where any shortfall is required to be funded by both Generation and EDF. Generation, through PECO, has recourse to collect additional amounts from PECO customers related to a shortfall of NDT funds for the former PECO units, subject to certain limitations and thresholds, as prescribed by an order from the PAPUC. Generally, PECO, and likewise Generation will not be allowed to collect amounts associated with the first $50 million of any shortfall of trust funds compared to decommissioning costs, as well as 5% of any additional shortfalls, on an aggregate basis for all former PECO units. The initial $50 million and up to 5% of any additional shortfalls would be borne by Generation. No recourse exists to collect additional amounts from utility customers for any of Generation's other nuclear units. With respect to the former ComEd and PECO units, any funds remaining in the NDTs after all decommissioning has been completed are required to be refunded to ComEd’s or PECO’s customers, subject to certain limitations that allow sharing of excess funds with Generation related to the former PECO units. With respect to Generation's other nuclear units, Generation retains any funds remaining after decommissioning. However, in connection with CENG's acquisition of the Nine Mile Point and Ginna plants and settlements with certain regulatory agencies, CENG is subject to certain conditions pertaining to NDT funds that, if met, could possibly result in obligations to make payments to certain third parties (clawbacks). For Nine Mile Point and Ginna, the clawback provisions are triggered only in the event 276 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Asset Retirement Obligations that the required decommissioning activities are discontinued or not started or completed in a timely manner. In the event that the clawback provisions are triggered for Nine Mile Point, then, depending upon the triggering event, an amount equal to 50% of the total amount withdrawn from the funds for non- decommissioning activities or 50% of any excess funds in the trust funds above the amounts required for decommissioning (including spent fuel management and decommissioning) is to be paid to the Nine Mile Point sellers. In the event that the clawback provisions are triggered for Ginna, then an amount equal to any estimated cost savings realized by not completing any of the required decommissioning activities is to be paid to the Ginna sellers. Generation expects to comply with applicable regulations and timely commence and complete all required decommissioning activities. At December 31, 2020 and 2019, Exelon and Generation had NDT funds totaling $14,599 million and $13,353 million, respectively. The NDT funds include $134 million and $163 million for the current portion of the NDT at December 31, 2020 and 2019, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets. See Note 24 — Supplemental Financial Information for additional information on activities of the NDT funds. Accounting Implications of the Regulatory Agreements with ComEd and PECO Based on the regulatory agreements with the ICC and PAPUC that dictate Generation’s obligations related to the shortfall or excess of NDT funds necessary for decommissioning the former ComEd units on a unit-by-unit basis and the former PECO units in total, decommissioning-related activities net of applicable taxes, including realized and unrealized gains and losses on the NDT funds, depreciation of the ARC, and accretion of the decommissioning obligation, are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and are recorded by Generation and the corresponding regulated utility as a component of the intercompany and regulatory balances on the balance sheet. For the purposes of making this determination, the decommissioning obligation referred to is different, as described below, from the calculation used in the NRC minimum funding obligation filings based on NRC guidelines. For the former PECO units, given the symmetric settlement provisions that allow for continued recovery of decommissioning costs from PECO customers in the event of a shortfall and the obligation for Generation to ultimately return any excess funds to PECO customers (on an aggregate basis for all seven units), decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income regardless of whether the NDT funds are expected to exceed or fall short of the total estimated decommissioning obligation. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables or noncurrent receivables to affiliates at Generation with PECO recording an equal noncurrent affiliate receivable from or payable to Generation and a corresponding regulatory liability or regulatory asset. Any changes to the existing PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s financial statements could be material. For the former ComEd units, given no further recovery from ComEd customers is permitted and Generation retains an obligation to ultimately return any unused NDTs to ComEd customers (on a unit-by-unit basis), to the extent the related NDT investment balances are expected to exceed the total estimated decommissioning obligation for each unit, the offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results with Generation recognizing an intercompany payable to ComEd while ComEd records an intercompany receivable from Generation with a corresponding regulatory liability. However, given the asymmetric settlement provision that does not allow for continued recovery from ComEd customers in the event of a shortfall, recognition of a regulatory asset at ComEd is not permissible and accounting for decommissioning-related activities at Generation for that unit would not be offset, and the impact to Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income could be material during such periods. As of December 31, 2020, decommissioning-related activities for all of the former ComEd units, except for Zion (see Zion Station Decommissioning below), are currently offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. 277 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Asset Retirement Obligations The decommissioning-related activities related to the Non-Regulatory Agreement Units are reflected in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. See Note 3 — Regulatory Matters and Note 25 — Related Party Transactions for additional information regarding regulatory liabilities at ComEd and PECO and intercompany balances between Generation, ComEd, and PECO reflecting the obligation to refund to customers any decommissioning-related assets in excess of the related decommissioning obligations. Zion Station Decommissioning In 2010, Generation completed an ASA under which ZionSolutions assumed responsibility for decommissioning Zion Station and Generation transferred to ZionSolutions substantially all the Zion Station’s assets, including the related NDT funds. Following ZionSolutions' completion of its contractual obligations and transfer of the NRC license to Generation, Generation will store the SNF at Zion Station until it is transferred to the DOE for ultimate disposal, and will complete all remaining decommissioning activities associated with the SNF dry storage facility. Generation had retained its obligation for the SNF as well as certain NDT assets to fund its obligation to maintain the SNF at Zion Station until transfer to the DOE and to complete all remaining decommissioning activities for the SNF storage facility. Any shortage of funds necessary to maintain the SNF and decommission the SNF storage facility is ultimately required to be funded by Generation. As of December 31, 2020, the ARO associated with Zion's SNF storage facility is $175 million and the NDT funds available to fund this obligation are $66 million. NRC Minimum Funding Requirements NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded in Generation’s and Exelon’s Consolidated Balance Sheets primarily due to differences in the type of costs included in the estimates, the basis for estimating such costs, and assumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning cost escalation, and the growth rate in the NDT funds. Under NRC regulations, if the minimum funding requirements calculated under the NRC methodology are less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires either further funding or other financial guarantees. Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 2020 include: (1) consideration of costs only for the removal of radiological contamination at each unit; (2) the option on a unit-by-unit basis to use generic, non-site specific cost estimates; (3) consideration of only one decommissioning scenario for each unit; (4) the plants cease operation at the end of their current license lives (with no assumed license renewals for those units that have not already received renewals); (5) the assumption of current nominal dollar cost estimates that are neither escalated through the anticipated period of decommissioning, nor discounted using the CARFR; and (6) assumed annual after-tax returns on the NDT funds of 2% (3% for the former PECO units, as specified by the PAPUC). In contrast, the key criteria and assumptions used by Generation to determine the ARO and to forecast the target growth in the NDT funds at December 31, 2020 include: (1) the use of site specific cost estimates that are updated at least once every five years; (2) the inclusion in the ARO estimate of all legally unavoidable costs required to decommission the unit (e.g., radiological decommissioning and full site restoration for certain units, on-site spent fuel maintenance and storage subsequent to ceasing operations and until DOE acceptance, and disposal of certain LLRW); (3) the consideration of multiple scenarios where decommissioning and site restoration activities, as applicable, are completed under possible scenarios ranging from 10 to 70 years after the cessation of plant operations; (4) the consideration of multiple end of life scenarios; (5) the measurement of the obligation at the present value of the future estimated costs and an annual average accretion of the ARO of approximately 4% through a period of approximately 30 years after the end of the extended lives of the units; and (6) an estimated targeted annual pre-tax return on the NDT funds of 5.6% to 6.1% (as compared to a historical 5-year annual average pre-tax return of approximately 9.0%). 278 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Asset Retirement Obligations Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired or are within five years of the current approved license life), based on values as of December 31, addressing Generation’s ability to meet the NRC minimum funding levels. Depending on the value of the trust funds, Generation may be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that NRC minimum funding requirements are met. As a result, Exelon’s and Generation’s cash flows and financial positions may be significantly adversely affected. Generation filed its biennial decommissioning funding status report with the NRC on April 1, 2019 for all units, including its shutdown units, except for Zion Station which is included in a separate report to the NRC submitted by ZionSolutions, LLC. The status report demonstrated adequate decommissioning funding assurance as of December 31, 2018 for all units except for Clinton and Peach Bottom Unit 1. As of February 28, 2019, Clinton demonstrated adequate minimum funding assurance due to market recovery and no further action is required. This demonstration was also included in the April 1, 2019 submittal. On March 31, 2020, Generation filed its annual decommissioning funding status report with the NRC for Generation’s shutdown units (excluding Zion Station for the reason noted above). The annual status report demonstrated adequate decommissioning funding assurance as of December 31, 2019, for all of its shutdown reactors except for Peach Bottom Unit 1. As a former PECO plant, financial assurance for decommissioning Peach Bottom Unit 1 is provided by the NDT fund, collections from PECO ratepayers, and the ability to adjust those collections in accordance with the approved PAPUC tariff. No additional actions are required aside from the PAPUC filing in accordance with the tariff. Generation will file its next decommissioning funding status report with the NRC by March 31, 2021. This report will reflect the status of decommissioning funding assurance as of December 31, 2020 and will include the 2021 early retirements of Byron and Dresden. A shortfall could require Exelon to post parental guarantee for Generation’s share of the funding assurance. However, the amount of any required guarantee will ultimately depend on the decommissioning approach adopted at Byron and Dresden, the associated level of costs, and the decommissioning trust fund investment performance going forward. As the future values of trust funds change due to market conditions, the NRC minimum funding status of Generation’s units will change. In addition, if changes occur to the regulatory agreement with the PAPUC that currently allows amounts to be collected from PECO customers for decommissioning the former PECO units, the NRC minimum funding status of those plants could change at subsequent NRC filing dates. Non-Nuclear Asset Retirement Obligations (All Registrants) Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestos abatement, removal of certain storage tanks, restoring leased land to the condition it was in prior to construction of renewable generating stations and other decommissioning-related activities. The Utility Registrants have AROs primarily associated with the abatement and disposal of equipment and buildings contaminated with asbestos and PCBs. See Note 1 — Significant Accounting Policies for additional information on the Registrants’ accounting policy for AROs. 279 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Asset Retirement Obligations The following table provides a rollforward of the non-nuclear AROs reflected in the Registrants’ Consolidated Balance Sheets from January 1, 2019 to December 31, 2020: Non-nuclear AROs at January 1, 2019 $ 471 $ 238 $ 121 $ 28 $ 25 $ 52 $ 37 $ 11 $ 4 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Net increase (decrease) due to changes in, and timing of, estimated future cash flows Development projects Accretion expense Asset divestitures (a) Payments Non-nuclear AROs at December 31, 2019 Net increase (decrease) due to changes in, and timing of, estimated future cash flows Development projects Accretion expense (a) Asset divestitures Payments AROs reclassified to liabilities held for sale (b) 17 2 16 (42) (4) 460 7 1 16 (4) (9) (10) 7 2 12 (42) (1) 216 2 1 11 (4) (4) (10) 8 — 1 — (1) 129 — — 1 — (1) — — — 1 — (1) 28 2 — 1 — (2) — (2) — 1 — (1) 23 1 — 1 — (2) — 4 — 1 — — 57 1 — 1 — — — 3 — 1 — — 41 (3) — 1 — — — 1 — — — — 12 2 — — — — — Non-nuclear AROs at December 31, 2020 $ 461 $ 212 $ 129 $ 29 $ 23 $ 59 $ 39 $ 14 $ — — — — — 4 2 — — — — — 6 __________ (a) For ComEd, PECO, BGE, PHI, Pepco, and DPL, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment. (b) Represents AROs related to Generation's solar business, which were classified as held for sale as a result of the sale agreement. See Note 2 — Mergers, Acquisitions, and Dispositions for additional information. 11. Leases (All Registrants) Lessee The Registrants have operating and finance leases for which they are the lessees. The following tables outline the significant types of leases at each registrant and other terms and conditions of the lease agreements as of December 31, 2020. Exelon, Generation, ComEd, PECO, and BGE did not have material finance leases in 2020 or in 2019. PHI, Pepco, DPL, and ACE also did not have material finance leases in 2019. Contracted generation Real estate Vehicles and equipment (in years) Remaining lease terms Options to extend the term Options to terminate within Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 1-85 2-30 1-12 1-35 2-30 1-4 1-4 5 2 1-13 N/A N/A 1-85 N/A 1 1-11 3-30 N/A 1-11 5 N/A 1-11 3-30 N/A 1-7 5 N/A 280 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 11 — Leases The components of operating lease costs were as follows: For the year ended December 31, 2020 Operating lease costs Variable lease costs Short-term lease costs Total lease costs (a) For the year ended December 31, 2019 Operating lease costs Variable lease costs Short-term lease costs Total lease costs (a) Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ $ $ $ 292 241 2 535 320 300 19 639 $ $ $ $ 194 234 2 430 222 282 19 523 $ $ $ $ 3 1 — 4 3 2 — 5 $ $ $ $ 1 — — 1 1 — — 1 $ $ $ $ 33 1 — 34 33 2 — 35 $ $ $ $ 46 2 — 48 48 6 — 54 $ $ $ $ 11 1 — 12 12 2 — 14 $ $ $ $ 13 1 — 14 14 2 — 16 $ $ $ $ 6 — — 6 7 1 — 8 __________ (a) Excludes $48 million, $44 million, $4 million, and $4 million of sublease income recorded at Exelon, Generation, PHI, and DPL, respectively, for the year ended December 31, 2020 and $51 million, $44 million, $7 million, and $7 million of sublease income recorded at Exelon, Generation, PHI, and DPL, respectively, for the year ended December 31, 2019. PHI, Pepco, DPL, and ACE recorded finance lease costs of $9 million, $3 million, $4 million, and $2 million, respectively, for the year ended December 31, 2020. The following table presents the Registrants' rental expense under the prior lease accounting guidance for the year ended December 31, 2018: Rent expense $ 670 $ 558 $ 7 $ 10 $ 35 $ 48 $ 10 $ 13 $ 8 Exelon Generation (a) ComEd PECO BGE PHI Pepco DPL ACE __________ (a) Includes contingent operating lease payments associated with contracted generation agreements that are not included in the minimum future operating lease payments table. Payments made under Generation's contracted generation lease agreements totaled $493 million. 281 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 11 — Leases The following tables provide additional information regarding the presentation of operating and finance lease ROU assets and lease liabilities within the Registrants’ Consolidated Balance Sheets: As of December 31, 2020 Operating lease ROU assets Other deferred debits and other assets $ 1,064 $ 726 $ 7 $ 1 $ 46 $ 241 $ 49 $ 54 $ 15 Exelon (a) Generation (a) ComEd PECO BGE PHI Pepco DPL ACE Operating Leases Operating lease liabilities Other current liabilities Other deferred credits and other liabilities Total operating lease liabilities As of December 31, 2019 Operating lease ROU assets 213 1,089 1,302 $ $ 132 775 907 $ 3 5 8 $ — 1 1 $ 45 19 64 $ 31 224 255 $ 6 46 52 $ 9 56 65 $ 4 11 15 Other deferred debits and other assets $ 1,305 $ 895 $ 9 $ 2 $ 77 $ 273 $ 56 $ 63 $ 18 Operating lease liabilities Other current liabilities Other deferred credits and other liabilities Total operating lease liabilities 225 1,307 1,532 $ $ 157 925 1,082 $ 3 8 11 $ — 1 1 $ 32 50 82 $ 31 254 285 $ 6 51 57 $ 9 65 74 $ 4 14 18 __________ (a) Exelon's and Generation's operating ROU assets and lease liabilities include $387 million and $528 million, respectively, related to contracted generation as of December 31, 2020, and $515 million and $664 million, respectively, as of December 31, 2019. As of December 31, 2020 Finance lease ROU assets Plant, property and equipment, net Finance lease liabilities Long-term debt due within one year Long-term debt Total finance lease liabilities PHI Pepco DPL ACE Finance Leases $ $ 50 $ 17 $ 20 $ 7 43 50 $ 2 15 17 $ 3 17 20 $ 13 2 11 13 The weighted average remaining lease terms, in years, for operating and finance leases were as follows: As of December 31, 2020 As of December 31, 2019 10.1 10.1 10.5 10.6 3.8 4.6 4.2 4.4 8.3 5.4 8.2 9.0 9.1 9.8 9.1 9.7 4.0 4.7 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Operating Leases 282 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 11 — Leases As of December 31, 2020 PHI Pepco DPL ACE 6.5 6.3 6.5 6.5 Finance Leases The weighted average discount rates for operating and finance leases were as follows: As of December 31, 2020 As of December 31, 2019 4.7 % 4.6 % 4.9 % 4.8 % 3.0 % 3.0 % 2.9 % 3.2 % 3.8 % 3.6 % 4.2 % 4.2 % 4.0 % 4.0 % 4.0 % 4.0 % 3.5 % 3.6 % Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Operating Leases As of December 31, 2020 PHI Pepco DPL ACE 2.5 % 2.6 % 2.4 % 2.4 % Finance Leases Future minimum lease payments for operating and finance leases as of December 31, 2020 were as follows: Year 2021 2022 2023 2024 2025 Remaining years Total Interest Total operating lease liabilities $ $ Year 2021 2022 2023 2024 2025 Remaining years Total Interest Total finance lease liabilities Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Operating Leases 239 177 146 141 140 834 1,677 375 1,302 $ $ 145 113 100 98 99 640 1,195 288 907 $ $ 3 2 1 1 1 — 8 — 8 $ $ 1 — — — — — 1 — 1 $ $ 46 16 1 — — 18 81 17 64 $ $ 40 39 38 36 33 120 306 51 255 $ $ Finance Leases 8 8 7 6 6 28 63 11 52 $ $ 11 10 9 8 7 35 80 15 65 $ $ PHI Pepco DPL ACE $ $ 8 8 8 8 8 13 53 3 50 $ $ 3 3 3 3 3 3 18 1 17 $ $ 3 3 3 3 3 6 21 1 20 $ $ Cash paid for amounts included in the measurement of operating and finance lease liabilities were as follows: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE For the year ended December 31, 2020 For the year ended December 31, 2019 $ 271 $ 204 $ 287 206 3 3 $ 1 $ 20 $ 39 $ — 33 37 $ 8 9 $ 9 6 Operating cash flows from operating leases 5 4 3 2 2 — 16 1 15 2 2 2 2 2 4 14 1 13 4 5 283 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 11 — Leases For the year ended December 31, 2020 $ 6 $ 2 $ 3 $ 1 PHI Pepco DPL ACE Financing cash flows from finance leases ROU assets obtained in exchange for operating and finance lease obligations were as follows: For the year ended December 31, 2020 For the year ended December 31, 2019 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ 1 $ 3 $ — $ 1 $ — $ (1) $ — $ (1) $ Operating Leases 52 14 6 — 2 (3) (1) (2) For the year ended December 31, 2020 $ 29 $ 8 $ 14 $ PHI Pepco DPL ACE Finance Leases — (1) 7 Lessor The Registrants have operating leases for which they are the lessors. The following tables outline the significant types of leases at each registrant and other terms and conditions of their lease agreements as of December 31, 2020. Contracted generation Real estate ● ● ● ● ● ● ● Exelon Generation ComEd PECO BGE PHI ● PHI Pepco DPL ACE ● ● ● Pepco DPL ACE (in years) Remaining lease terms Options to extend the term Exelon Generation ComEd PECO BGE 1-82 1-79 1-31 1-5 1-16 5-79 1-82 5-50 22 N/A 1-12 5 1-5 N/A 11-12 N/A 1 N/A The components of lease income were as follows: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE For the year ended December 31, 2020 Operating lease income Variable lease income For the year ended December 31, 2019 Operating lease income Variable lease income $ $ $ $ 52 283 54 261 $ $ 47 282 47 258 $ $ — — — — $ $ — — — — $ $ — — — — 3 1 5 3 Future minimum lease payments to be recovered under operating leases as of December 31, 2020 were as follows: Year 2021 2022 2023 2024 2025 Remaining years Total Exelon Generation ComEd PECO BGE PHI $ $ 51 50 49 49 48 217 464 $ $ 45 45 45 45 45 182 407 $ $ — — — — — 1 1 $ $ — — — — — 4 4 $ $ — — — — — 1 1 $ $ 4 4 4 3 4 31 50 $ $ $ $ — — — — 1 — — — — — 1 $ $ $ $ 3 1 4 3 3 3 4 3 4 31 48 $ $ $ $ DPL — — — — — — — — — — — ACE Pepco 284 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 12 — Asset Impairments 12. Asset Impairments (Exelon and Generation) The Registrants evaluate the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets or asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value analysis is primarily based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could potentially result in material future impairments of the Registrant's long-lived assets. Antelope Valley Solar Facility Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. As a result of the PG&E bankruptcy filing in the first quarter of 2019, Generation completed a comprehensive review of Antelope Valley's estimated undiscounted future cash flows and no impairment charge was recorded. The United States Bankruptcy Court entered an order on June 20, 2020 confirming PG&E’s plan of reorganization. On July 1, 2020 the plan became effective, and PG&E emerged from bankruptcy. Under the confirmed plan, PG&E will continue to honor the existing PPA agreement with Antelope Valley. See Note 17 - Debt and Credit Agreements for additional information. New England Asset Group During the first quarter of 2018, Mystic Unit 9 did not clear in the ISO-NE capacity auction for the 2021 - 2022 planning year. On March 29, 2018, Generation notified grid operator ISO-NE of its plans to early retire its Mystic Units 8 and 9 absent regulatory reforms on June 1, 2022. These events suggested that the carrying value of the New England asset group may be impaired. In the first quarter of 2018, Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and no impairment charge was required. In the third quarter of 2020, in conjunction with the retirement announcement of Mystic Units 8 and 9, Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and concluded that the estimated undiscounted future cash flows and fair value of the New England asset group were less than their carrying values. As a result, a pre-tax impairment charge of $500 million was recorded in the third quarter of 2020 within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. See Note 7 - Early Plant Retirements for additional information. Midwest Asset Group In the third quarter of 2020, in conjunction with the retirement announcements of the Byron and Dresden nuclear plants, Generation completed a comprehensive review of the estimated undiscounted future cash flows of the Midwest asset group and no impairment charge was required. Generation will continue to monitor the recoverability of the carrying value of the Midwest asset group as certain other nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement. See Note 7 - Early Plant Retirements for additional information. Equity Method Investments in Certain Distributed Energy Companies In the third quarter of 2019, Generation’s equity method investments in certain distributed energy companies were fully impaired due to an other-than- temporary decline in market conditions and underperforming projects. 285 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 12 — Asset Impairments Exelon and Generation recorded a pre-tax impairment charge of $164 million in Equity in losses of unconsolidated affiliates and an offsetting pre-tax $96 million in Net income attributable to noncontrolling interests in their Consolidated Statements of Operations and Comprehensive Income. As a result, Generation accelerated the amortization of investment tax credits associated with these companies and Exelon and Generation recorded a benefit of $46 million in Income taxes. The impairment charge and the accelerated amortization of investment tax credits resulted in a net $15 million decrease to Exelon’s and Generation’s earnings. See Note 23 — Variable Interest Entities for additional information. 13. Intangible Assets (Exelon, Generation, ComEd, PHI, Pepco, DPL, and ACE) Goodwill The following table presents the gross amount, accumulated impairment loss, and carrying amount of goodwill at Exelon, ComEd, and PHI as of December 31, 2020 and 2019. There were no additions or impairments during the years ended December 31, 2020 and 2019. Exelon (a) ComEd (b) PHI Gross Amount Accumulated Impairment Loss Carrying Amount $ 8,660 $ 1,983 $ 4,608 4,005 1,983 — 6,677 2,625 4,005 __________ (a) Reflects goodwill recorded in 2000 from the PECO/Unicom merger (predecessor parent company of ComEd). (b) Reflects goodwill recorded in 2016 from the PHI merger. Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of ComEd's and PHI's reporting units below their carrying amounts. A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is assessed for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. ComEd has a single operating segment. PHI's operating segments are Pepco, DPL, and ACE. See Note 5 — Segment Information for additional information. There is no level below these operating segments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL, and ACE operating segments are also considered reporting units for goodwill impairment assessment purposes. Exelon's and ComEd's $2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit, while Exelon's and PHI's $4.0 billion of goodwill has been assigned to the Pepco, DPL, and ACE reporting units in the amounts of $2.1 billion, $1.4 billion, and $0.5 billion, respectively. Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessments, Exelon, ComEd, and PHI evaluate, among other things, management's best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, including the discount rate and regulated utility peer EBITDA multiples, and the passing margin from their last quantitative assessments performed. If an entity bypasses the qualitative assessment, a quantitative, fair value-based assessment is performed, which compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the entity recognizes an impairment charge, which is limited to the amount of goodwill allocated to the reporting unit. Application of the goodwill impairment assessment requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd's, Pepco's, DPL's, and ACE's businesses, and the fair value of debt. 286 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Intangible Assets 2020 and 2019 Goodwill Impairment Assessment. ComEd and PHI qualitatively determined that it was more likely than not that the fair values of their reporting units exceeded their carrying values and, therefore, did not perform quantitative assessments as of November 1, 2020 and 2019 for ComEd and PHI. The last quantitative assessments performed were as of November 1, 2016 for ComEd and November 1, 2018 for PHI. While the annual assessments indicated no impairments, certain assumptions used to estimate reporting unit fair values are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon's, ComEd's, and PHI’s goodwill, which could be material. Other Intangible Assets and Liabilities Exelon’s, Generation’s, ComEd’s, and PHI's other intangible assets and liabilities, included in Unamortized energy contract assets and liabilities and Other deferred debits and other assets in their Consolidated Balance Sheets, consisted of the following as of December 31, 2020 and 2019. The intangible assets and liabilities shown below are amortized on a straight line basis, except for unamortized energy contracts which are amortized in relation to the expected realization of the underlying cash flows: Generation Unamortized Energy Contracts $ 1,963 $ (1,642) $ 321 $ 1,967 $ (1,612) $ December 31, 2020 Accumulated Amortization Gross Net Gross December 31, 2019 Accumulated Amortization Net Customer Relationships Trade Name ComEd Chicago Settlement Agreements PHI 326 222 162 (215) (197) (162) 111 25 — 343 243 162 (190) (193) (155) 355 153 50 7 Unamortized Energy Contracts (1,515) 1,188 (327) (1,515) 1,073 (442) Exelon Corporate Software License Exelon 95 (53) 42 95 (44) $ 1,253 $ (1,081) $ 172 $ 1,295 $ (1,121) $ 51 174 The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2020, 2019, and 2018: For the Years Ended December 31, Exelon (a)(b) Generation (a) ComEd PHI (b) 2020 2019 2018 $ (17) $ (28) (109) 81 $ 74 63 7 $ 7 7 (115) (119) (188) __________ (a) At Exelon and Generation, amortization of unamortized energy contracts totaling $30 million, $21 million, and $14 million for the years ended December 31, 2020, 2019, and 2018, respectively, was recorded in Operating revenues or Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income. (b) At Exelon and PHI, amortization of the unamortized energy contract fair value adjustment amounts and the corresponding offsetting regulatory asset and liability amounts are amortized through Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income. The following table summarizes the estimated future amortization expense related to intangible assets and liabilities as of December 31, 2020: For the Years Ending December 31, Exelon Generation PHI 2021 2022 2023 2024 2025 $ (1) $ (22) (20) 20 40 81 $ 57 51 48 41 (92) (89) (81) (38) (5) 287 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Intangible Assets Renewable Energy Credits (Exelon and Generation) Exelon’s and Generation’s RECs are included in Other current assets and Other deferred debits and other assets in the Consolidated Balance Sheets. Purchased RECs are recorded at cost on the date they are purchased. The cost of RECs purchased on a stand-alone basis is based on the transaction price, while the cost of RECs acquired through PPAs represents the difference between the total contract price and the market price of energy at contract inception. Generally, revenue for RECs that are sold to a counterparty under a contract that specifically identifies a power plant is recognized at a point in time when the power is produced. This includes both bundled and unbundled REC sales. Otherwise, the revenue is recognized upon physical transfer of the REC to the customer. The following table presents the current and noncurrent RECs as of December 31, 2020 and 2019: Current REC's Noncurrent REC's 14. Income Taxes (All Registrants) Components of Income Tax Expense or Benefit As of December 31, 2020 As of December 31, 2019 Exelon Generation Exelon Generation $ 632 $ — 621 $ — 345 $ 86 336 86 Income tax expense (benefit) from continuing operations is comprised of the following components: Included in operations: Federal Current Deferred Investment tax credit amortization State Current Deferred Total Included in operations: Federal Current Deferred Investment tax credit amortization State Current Deferred Total Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE For the Year Ended December 31, 2020 $ 26 $ 130 $ (24) $ (7) $ 4 $ 25 $ 40 $ (13) $ 156 (28) 42 177 150 (25) 40 (46) 112 (2) (27) 118 1 — — (24) 10 — — 27 (129) (1) (5) 33 (62) — — 15 (20) — — 8 (4) (43) — — 6 $ 373 $ 249 $ 177 $ (30) $ 41 $ (77) $ (7) $ (25) $ (41) Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE For the Year Ended December 31, 2019 $ 85 $ 147 $ 59 $ 45 $ (51) $ 43 $ 16 $ 29 $ 489 (72) 5 267 346 (69) 10 82 15 (2) (5) 96 20 — — — 95 — — 35 (34) (1) 3 27 (6) — — 6 (21) — — 14 $ 774 $ 516 $ 163 $ 65 $ 79 $ 38 $ 16 $ 22 $ (3) (6) — — 9 — 288 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE For the Year Ended December 31, 2018 $ 226 $ 337 $ (63) $ 11 $ (5) $ (4) $ 28 $ (3) $ (14) (99) (24) (1) 16 (347) (21) 6 (83) 145 (2) (29) 117 10 — 1 (16) 47 — — 32 23 (1) 7 8 (22) — — 5 13 — — 12 $ 118 $ (108) $ 168 $ 6 $ 74 $ 33 $ 11 $ 22 $ 18 — — 8 12 Included in operations: Federal Current Deferred Investment tax credit amortization State Current Deferred Total Rate Reconciliation The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following: U.S. federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit Qualified NDT fund income Deferred Prosecution Agreement payments Amortization of investment tax credit, including deferred taxes on basis difference Plant basis differences Production tax credits and other credits Noncontrolling interests Excess deferred tax amortization Tax settlements Other Effective income tax rate U.S. federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit Qualified NDT fund income Amortization of investment tax credit, including deferred taxes on basis difference Plant basis differences Production tax credits and other credits Noncontrolling interests Excess deferred tax amortization Other Effective income tax rate Exelon Generation ComEd (b) PECO (c) BGE (d) PHI (d) Pepco (d) DPL (d) ACE (d) 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % For the Year Ended December 31, 2020 (a) 7.8 8.4 1.8 (1.1) (4.0) (2.2) 1.1 (13.6) (3.7) 0.5 0.5 23.5 — (2.6) — (5.4) 3.2 — (10.3) (0.1) 11.6 — 6.8 (0.3) (0.6) (0.3) — (11.2) — 1.8 (4.5) — — — (18.7) — — (4.6) — (0.4) 5.5 — — (0.1) (1.5) (0.4) — (13.9) — (0.1) 5.1 — — (0.2) (1.6) (0.3) — (42.0) — (0.4) 4.5 — — (0.1) (1.7) (0.3) — (25.4) — (0.7) 6.6 — — (0.3) (0.4) (0.3) — (51.7) — 0.1 7.0 — — (0.5) (3.0) (0.5) — (82.1) — 0.4 16.0 % 29.8 % 28.8 % (7.2)% 10.5 % (18.4)% (2.7)% (25.0)% (57.7)% Exelon Generation ComEd PECO 21.0 % 21.0 % 21.0 % 21.0 % BGE 21.0 % PHI Pepco 21.0 % 21.0 % DPL 21.0 % ACE 21.0 % For the Year Ended December 31, 2019 (a) 5.4 5.9 (1.5) (1.4) (3.1) (0.6) (5.5) (0.8) 3.8 12.3 (3.0) — (4.8) (1.2) — (1.2) 8.5 — (0.2) — (1.2) — (9.7) 0.8 — — — (7.2) — — (2.8) — 6.4 — (0.1) (1.2) (1.3) — (6.8) — 4.7 — (0.2) (1.2) (0.2) — (17.5) 0.8 2.0 — (0.1) (1.8) (0.1) — (15.1) 0.3 6.8 — (0.2) (0.4) — — (14.2) — 7.0 — (0.3) (0.7) (0.1) — (27.0) 0.1 19.4 % 26.9 % 19.2 % 11.0 % 18.0 % 7.4 % 6.2 % 13.0 % — % 289 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes U.S. federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit Qualified NDT fund income Amortization of investment tax credit, including deferred taxes on basis difference Plant basis differences Production tax credits and other credits Noncontrolling interests Excess deferred tax amortization Tax Cuts and Jobs Act of 2017 Other Effective income tax rate Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % For the Year Ended December 31, 2018 (a) 0.5 (1.9) (1.2) (3.5) (2.2) (1.0) (8.3) 0.9 1.0 5.3 % (16.6) (11.8) (6.5) — (13.5) (6.1) — 2.7 1.3 (29.5)% 8.3 — (0.2) (0.2) — — (9.1) (0.1) 0.5 20.2 % (2.6) — (0.1) (14.1) — — (3.2) — 0.3 1.3 % 6.6 — (0.1) (1.3) — — (8.0) — 0.9 19.1 % 2.9 — (0.2) (1.6) — — (14.8) 0.1 0.4 7.8 % 2.0 — (0.1) (2.8) — — (15.3) — 0.3 5.1 % 6.7 — (0.3) (0.3) — — (12.0) — 0.4 15.5 % 7.4 — (0.4) (0.5) — — (14.9) — 1.2 13.8 % __________ (a) Positive percentages represent income tax expense. Negative percentages represent income tax benefit. (b) At ComEd, the higher effective tax rate is primarily related to the nondeductible Deferred Prosecution Agreement payments. See Note 19 — Commitments and Contingencies for additional information. (c) At PECO, the negative effective tax rate is primarily related to an increase in plant basis differences attributable to tax repair deductions related to an increase in storms and qualifying projects. (d) At BGE, the lower effective tax rate, and at PHI, Pepco, DPL, and ACE, the negative effective tax rate is primarily attributable to accelerated amortization of transmission related income tax regulatory liabilities as a result of regulatory settlements. See Note 3 — Regulatory Matters for additional information. 290 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes Tax Differences and Carryforwards The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), as of December 31, 2020 and 2019 are presented below: Plant basis differences $ Accrual based contracts Derivatives and other financial instruments Deferred pension and postretirement obligation Nuclear decommissioning activities Deferred debt refinancing costs Regulatory assets and liabilities Tax loss carryforward Tax credit carryforward Investment in partnerships Other, net Deferred income tax liabilities (net) Unamortized investment tax credits Total deferred income tax liabilities (net) and unamortized investment tax credits (a) $ $ Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE (13,868) 40 $ (2,592) (37) $ (4,432) — $ (2,131) — $ (1,711) — $ (2,822) 77 $ (1,259) — $ $ (806) — (725) — As of December 31, 2020 41 1,559 (742) 169 (1,107) 286 841 (835) 1,070 (41) (236) (742) 16 — 55 838 (813) 347 84 (288) — (6) 87 — — — 223 — (30) — — (231) 47 — — 104 — (33) — (2) 142 57 — — 29 2 (80) — 131 (41) 90 — — 220 — (74) — (3) 38 4 — — 107 — (40) — (1) 67 49 — — 18 — (7) — (1) 46 38 — — 27 (12,546) (464) $ (3,205) (445) $ (4,332) (9) $ (2,241) (1) $ (1,518) (3) $ (2,423) (6) $ (1,187) (2) $ $ (713) (2) (622) (3) (13,010) $ (3,650) $ (4,341) $ (2,242) $ (1,521) $ (2,429) $ (1,189) $ (715) $ (625) __________ (a) Does not include unamortized investment tax credits reclassified to liabilities held for sale. 291 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes Plant basis differences $ Accrual based contracts Derivatives and other financial instruments Deferred pension and postretirement obligation Nuclear decommissioning activities Deferred debt refinancing costs Regulatory assets and liabilities Tax loss carryforward Tax credit carryforward Investment in partnerships Other, net Deferred income tax liabilities (net) Unamortized investment tax credits Total deferred income tax liabilities (net) and unamortized investment tax credits $ $ Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE As of December 31, 2019 (13,413) 61 $ (2,814) (43) $ (4,197) — $ (1,978) — $ (1,578) — $ (2,681) 104 $ (1,204) — $ $ (753) — 165 1,504 (503) 183 (884) 240 892 (830) 926 88 (220) (503) 20 — 55 897 (808) 236 84 (270) — (7) 183 — — — 196 — (28) — — (169) 25 — — 70 — (28) — (3) 157 49 — — 10 2 (89) — 142 (10) 93 — — 181 — (75) — (3) 55 13 — — 85 — (42) — (2) 88 44 — — 12 (687) — — (10) — (1) 77 31 — — 16 (11,659) (668) $ (3,092) (648) $ (4,011) (10) $ (2,080) (1) $ (1,393) (3) $ (2,258) (7) $ (1,129) (2) $ $ (653) (2) (574) (3) (12,327) $ (3,740) $ (4,021) $ (2,081) $ (1,396) $ (2,265) $ (1,131) $ (655) $ (577) The following table provides Exelon’s, Generation’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s, and ACE’s carryforwards, which are presented on a post- apportioned basis, and any corresponding valuation allowances as of December 31, 2020. ComEd does not have net operating losses or credit carryforwards for the year ended December 31, 2020. Exelon Generation PECO BGE PHI Pepco DPL ACE Federal Federal general business credits carryforwards and other carryforwards State State net operating losses and other carryforwards Deferred taxes on state tax attributes (net) Valuation allowance on state tax attributes Year in which net operating loss or credit carryforwards will begin to expire (a) $ 858 $ 852 $ — $ — $ — $ — $ — $ — 5,202 324 27 2034 1,118 76 23 616 49 1 902 59 — 1,436 98 — 63 4 — 728 49 — 2034 2032 2033 2029 2029 2032 531 38 — 2031 __________ (a) Generation's state net operating loss carryforwards will begin expiring in 2029. PECO's Pennsylvania charitable contribution carryforwards and BGE's Maryland charitable deduction and capital loss carryforwards will begin expiring in 2021. ACE's New Jersey tax credit carryforward has an indefinite carryforward period. These amounts are not material. Tabular Reconciliation of Unrecognized Tax Benefits The following table presents changes in unrecognized tax benefits, by Registrant. 292 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes Balance at January 1, 2018 $ 743 $ 468 $ 2 $ — $ 120 $ 125 $ 59 $ 21 $ Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Change to positions that only affect timing Increases based on tax positions prior to 2018 Decreases based on tax positions prior to 2018 Decrease from settlements with taxing authorities (a) Decreases from expiration of statute of limitations Balance at December 31, 2018 Change to positions that only affect timing Increases based on tax positions related to 2019 Increases based on tax positions prior to 2019 Decreases based on tax positions prior to 2019 Decrease from settlements with taxing authorities Balance at December 31, 2019 Change to positions that only affect timing Increases based on tax positions related to 2020 Increases based on tax positions prior to 2020 Decreases based on tax positions prior to 2020 (b) Decrease from settlements with taxing authorities (b) 15 30 (251) (53) (7) 477 26 2 34 (3) (29) 507 6 3 26 (348) (69) 15 21 (36) (53) (7) 408 12 1 19 (3) 4 441 — 1 23 (346) (69) — — — — — 2 3 — 3 — (2) 6 2 — 1 — — — — — — — — 1 — 2 — — 3 3 — — — — — — — 8 — 7 — 1 (120) (88) (66) (22) — — — 4 — 3 — — 7 3 — — — — — — 45 3 — — — — 48 3 — 1 — — — — — 2 — — — — 2 1 — — — — — — — 1 — — — — 1 — — — — — Balance at December 31, 2020 $ 125 $ 50 $ 9 $ 6 $ 10 $ 52 $ 3 $ 1 $ 14 — — — — — 14 — — — — — 14 1 — — — — 15 __________ (a) Exelon, Generation, BGE, PHI, Pepco, and DPL decreased their unrecognized state tax benefits primarily due to the receipt of favorable guidance with respect to the deductibility of certain depreciable fixed assets. The recognition of the tax benefits related to BGE, PHI, Pepco, and DPL was offset by corresponding regulatory liabilities and that portion had no immediate impact to their effective tax rate. (b) Exelon's and Generation's unrecognized federal and state tax benefits decreased in the first quarter of 2020 by approximately $411 million due to the settlement of a federal refund claim with IRS Appeals. The recognition of these tax benefits resulted in an increase to Exelon's and Generation’s net income of $76 million and $73 million, respectively, in the first quarter of 2020, reflecting a decrease to Exelon's and Generation's income tax expense of $67 million. Like-Kind Exchange In 2016, the Tax Court held that Exelon was not entitled to defer a gain on its 1999 like-kind exchange transaction. In addition to the tax and interest related to the gain deferral, the Tax Court also ruled that Exelon was liable for penalties and interest on the penalties. Exelon had fully paid the amounts assessed resulting from the Tax Court decision in 2017. In September 2017, Exelon appealed the Tax Court decision to the U.S. Court of Appeals for the Seventh Circuit. In October 2018, the U.S. Court of Appeals for the Seventh Circuit affirmed the 293 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes Tax Court’s decision. Exelon filed a petition seeking rehearing of the Seventh Circuit’s decision, but the Seventh Circuit denied that petition in December 2018. In the first quarter of 2019, Exelon elected not to seek a further review by the U.S. Supreme Court. As a result, Exelon's and ComEd's unrecognized tax benefits decreased by approximately $33 million and $2 million, respectively, in the first quarter of 2019. Recognition of unrecognized tax benefits The following table presents Exelon's, Generation's, and PHI's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. ComEd's, PECO's, BGE's, Pepco's, DPL's, and ACE's amounts are not material. December 31, 2020 December 31, 2019 December 31, 2018 Exelon Generation PHI (a) $ 73 $ 462 463 39 $ 429 408 33 32 31 __________ (a) PHI has $21 million of unrecognized state tax benefits that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to require a full valuation allowance based on present circumstances. ACE has $14 million of unrecognized tax benefits as of December 31, 2020, 2019 and 2018 that, if recognized, may be included in future base rates and that portion would have no impact on the effective tax rate. Exelon's, Generation's, ComEd's, PECO's, BGE's, PHI's, Pepco's, and DPL's amounts are not material. Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date As of December 31, 2020, ACE has approximately $14 million of unrecognized state tax benefits that could significantly decrease within the 12 months after the reporting date based on the outcome of pending court cases involving other taxpayers. The unrecognized tax benefit, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate. Total amounts of interest and penalties recognized The following table represents the net interest and penalties receivable (payable) related to tax positions reflected in Exelon's Consolidated Balance Sheets. Generation's and the Utility Registrants' amounts are not material. Net interest and penalties receivable as of December 31, 2020 December 31, 2019 Exelon $ 314 318 294 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes The Registrants did not record material interest and penalty expense related to tax positions reflected in their Consolidated Balance Sheets. Interest expense and penalty expense are recorded in Interest expense, net and Other, net, respectively, in Other income and deductions in the Registrants' Consolidated Statements of Operations and Comprehensive Income. Description of tax years open to assessment by major jurisdiction Major Jurisdiction Federal consolidated income tax returns (a) Delaware separate corporate income tax returns District of Columbia combined corporate income tax returns Illinois unitary corporate income tax returns Maryland separate company corporate net income tax returns New Jersey separate corporate income tax returns New Jersey separate corporate income tax returns New York combined corporate income tax returns New York combined corporate income tax returns Pennsylvania separate corporate income tax returns Open Years 2010-2019 Same as federal Registrants Impacted All Registrants DPL 2017-2019 2012-2019 Exelon, PHI, Pepco Exelon, Generation, ComEd Same as federal 2013-2019 2014-2019 2010-March 2012 2011-2019 2011-2019 BGE, Pepco, DPL Exelon, Generation ACE Exelon, Generation Exelon, Generation Exelon, Generation Pennsylvania separate corporate income tax returns __________ (a) Certain registrants are only open to assessment for tax years since joining the Exelon federal consolidated group; BGE beginning in 2012 and PHI, Pepco, DPL, and ACE 2017-2019 PECO beginning in 2016. Other Tax Matters Long-Term Marginal State Income Tax Rate (All Registrants) Quarterly, Exelon reviews and updates its marginal state income tax rates for changes in state apportionment. The Registrants remeasure their existing deferred income tax balances to reflect the changes in marginal rates, which results in either an increase or a decrease to their net deferred income tax liability balances. Utility Registrants record corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts. The impacts to the Utility Registrants for the years ended December 31, 2020, 2019, and 2018 were not material. December 31, 2020 Increase (decrease) to Deferred Income Tax Liability and Income Tax Expense, Net of Federal Taxes December 31, 2019 Increase to Deferred Income Tax Liability and Income Tax Expense, Net of Federal Taxes December 31, 2018 Decrease to Deferred Income Tax Liability and Income Tax Expense, Net of Federal Taxes $ $ $ Allocation of Tax Benefits (All Registrants) Exelon Generation 66 $ 23 $ (50) $ (26) 9 (53) Generation and the Utility Registrants are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party is allocated an amount of tax similar to that which would be owed had the party been separately subject to tax. In addition, any net federal and state benefits attributable to Exelon is reallocated to the other Registrants. That allocation is treated as a contribution to the capital of the party receiving the benefit. The following table presents the allocation of tax benefits from Exelon under the Tax Sharing Agreement. 295 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Income Taxes December 31, 2020 (a) December 31, 2019 (b) $ 64 $ 41 14 $ — 17 $ 14 — $ 3 17 $ 7 8 $ 6 6 $ 1 Generation ComEd PECO BGE PHI Pepco DPL ACE (c) December 31, 2018 __________ (a) BGE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss. (b) ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss. (c) Pepco, DPL, and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss. 155 48 26 — — 1 2 1 — — Research and Development Activities In the fourth quarter of 2019, Exelon and Generation recognized additional tax benefits related to certain research and development activities that qualify for federal and state tax incentives for the 2010 through 2018 tax years, which resulted in an increase to Exelon’s and Generation’s net income of $108 million and $75 million, respectively, for the year ended December 31, 2019, reflecting a decrease to Exelon’s and Generation’s Income tax expense of $97 million and $66 million, respectively. 15. Retirement Benefits (All Registrants) Exelon sponsors defined benefit pension plans and OPEB plans for essentially all current employees. Substantially all non-union employees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1, 2009, substantially all newly-hired union- represented employees participate in cash balance pension plans. Effective February 1, 2018 for most newly-hired Generation and BSC non-represented, non-craft, employees and January 1, 2021 for most newly-hired utility management employees, these newly-hired employees are not eligible for pension benefits, and will instead be eligible to receive an enhanced non-discretionary employer contribution in an Exelon defined contribution savings plan. Effective January 1, 2018, most newly-hired non-represented, non-craft, employees are not eligible for OPEB benefits and employees represented by Local 614 are not eligible for retiree health care benefits. Effective January 1, 2021, most non-represented, non-craft, employees who are under the age of 40 are not eligible for retiree health care benefits. Effective January 1, 2019, Exelon merged the Exelon Corporation Cash Balance Pension Plan (CBPP) into the Exelon Corporation Retirement Program (ECRP). The merging of the plans did not change the benefits offered to the plan participants and, thus, had no impact on Exelon's pension obligation. However, beginning in 2019, actuarial losses and gains related to the CBPP and ECRP are amortized over participants’ average remaining service period of the merged ECRP rather than each individual plan. 296 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits The table below shows the pension and OPEB plans in which employees of each operating company participated at December 31, 2020: Name of Plan: Qualified Pension Plans: Generation ComEd PECO BGE PHI Pepco DPL ACE Operating Company (e) Exelon Corporation Retirement Program Exelon Corporation Pension Plan for Bargaining Unit Employees (a) (a) Exelon New England Union Employees Pension Plan Exelon Employee Pension Plan for Clinton, TMI, and Oyster Creek (a) (a) Pension Plan of Constellation Energy Group, Inc. Pension Plan of Constellation Energy Nuclear Group, LLC (c) (b) Nine Mile Point Pension Plan Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B (b) (c) (d) (b) (b) (a) (a) Pepco Holdings LLC Retirement Plan Non-Qualified Pension Plans: Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan Exelon Corporation Supplemental Management Retirement Plan Constellation Energy Group, Inc. Senior Executive Supplemental Plan Constellation Energy Group, Inc. Supplemental Pension Plan Constellation Energy Group, Inc. Benefits Restoration Plan Constellation Energy Nuclear Plan, LLC Executive Retirement Plan Constellation Energy Nuclear Plan, LLC Benefits Restoration Plan Baltimore Gas & Electric Company Executive Benefit Plan Baltimore Gas & Electric Company Manager Benefit Plan Pepco Holdings LLC 2011 Supplemental Executive Retirement Plan Conectiv Supplemental Executive Retirement Plan (d) (d) (b) (b) (b) (c) (c) Pepco Holdings LLC Combined Executive Retirement Plan (d) Atlantic City Electric Director Retirement Plan (d) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 297 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Name of Plan: OPEB Plans: PECO Energy Company Retiree Medical Plan (a) Exelon Corporation Health Care Program (a) Exelon Corporation Employees’ Life Insurance Plan Exelon Corporation Health Reimbursement Arrangement Plan (a) (a) (b) Constellation Energy Group, Inc. Retiree Medical Plan (b) Constellation Energy Group, Inc. Retiree Dental Plan Constellation Energy Group, Inc. Employee Life (b) Insurance Plan and Family Life Insurance Plan Constellation Mystic Power, LLC Post-Employment Medical Account Savings Plan Exelon New England Union Post-Employment Medical Savings Account Plan Retiree Medical Plan of Constellation Energy Nuclear Group, LLC Retiree Dental Plan of Constellation Energy Nuclear Group, LLC Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees (b) (a) (c) (c) (c) Pepco Holdings LLC Welfare Plan for Retirees (d) Note 15 — Retirement Benefits Generation ComEd PECO BGE PHI Pepco DPL ACE Operating Company (e) X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X __________ (a) These plans are collectively referred to as the legacy Exelon plans. (b) These plans are collectively referred to as the legacy Constellation Energy Group (CEG) Plans. (c) These plans are collectively referred to as the legacy CENG plans. (d) These plans are collectively referred to as the legacy PHI plans. (e) Employees generally remain in their legacy benefit plans when transferring between operating companies. Exelon’s traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Exelon has elected that the trusts underlying these plans be treated as qualified trusts under the IRC. If certain conditions are met, Exelon can deduct payments made to the qualified trusts, subject to certain IRC limitations. Benefit Obligations, Plan Assets, and Funded Status During the first quarter of 2020, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2020. This valuation resulted in an increase to the pension and OPEB obligations of $8 million and $31 million, respectively. Additionally, accumulated other comprehensive loss increased by $7 million (after-tax) and regulatory assets and liabilities increased by $19 million and decreased by $10 million, respectively. 298 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits The following tables provide a rollforward of the changes in the benefit obligations and plan assets of Exelon for the most recent two years for all plans combined: Change in benefit obligation: Net benefit obligation at beginning of year Service cost Interest cost Plan participants’ contributions Actuarial loss Plan amendments (a) Curtailments Settlements Contractual termination benefits Gross benefits paid Net benefit obligation at end of year Change in plan assets: Fair value of net plan assets at beginning of year Actual return on plan assets Employer contributions Plan participants’ contributions Gross benefits paid Settlements Fair value of net plan assets at end of year Pension Benefits OPEB 2020 2019 2020 2019 22,868 $ 387 20,692 $ 357 4,658 $ 90 757 — 2,217 — — (45) — (1,290) 883 — 2,322 68 (3) (35) 1 (1,417) 154 49 49 (111) — (5) — (280) 24,894 $ 22,868 $ 4,604 $ Pension Benefits OPEB 2020 2019 2020 2019 18,590 $ 16,678 $ 2,541 $ 2,547 542 — (1,290) (45) 3,008 356 — (1,417) (35) 190 59 49 (280) (5) 20,344 $ 18,590 $ 2,554 $ 4,369 93 188 44 250 — — (4) — (282) 4,658 2,408 324 51 44 (282) (4) 2,541 $ $ $ $ __________ (a) The pension and OPEB actuarial losses in 2020 and 2019 primarily reflect a decrease in the discount rate. OPEB losses in 2020 were offset by gains related to plan changes. Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items: Other current liabilities Pension obligations Non-pension postretirement benefit obligations Unfunded status (net benefit obligation less plan assets) Pension Benefits 2020 2019 2020 47 $ 31 $ 4,503 — 4,247 — OPEB 42 $ — 2,008 4,550 $ 4,278 $ 2,050 $ $ $ 2019 41 — 2,076 2,117 The following table provides the ABO and fair value of plan assets for all pension plans with an ABO in excess of plan assets. Information for pension and OPEB plans with projected benefit obligations (PBO) and accumulated postretirement benefit obligation (APBO), respectively, in excess of plan assets has been disclosed in the Obligations and Plan Assets table above as all pension and OPEB plans are underfunded. ABO in excess of plan assets ABO Fair value of net plan assets Exelon 2020 2019 $ 23,514 $ 20,344 21,727 18,590 299 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits Components of Net Periodic Benefit Costs The majority of the 2020 pension benefit cost for the Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 3.34%. The majority of the 2020 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.69% for funded plans and a discount rate of 3.31%. A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following table presents the components of Exelon’s net periodic benefit costs, prior to capitalization, for the years ended December 31, 2020, 2019, and 2018. Pension Benefits 2020 2019 2018 2020 OPEB 2019 2018 Components of net periodic benefit cost: Service cost $ 387 $ 357 $ 405 $ 90 $ 93 $ Interest cost Expected return on assets Amortization of: Prior service cost (credit) Actuarial loss Curtailment benefits Settlement and other charges Contractual termination benefits Net periodic benefit cost 757 (1,270) 883 (1,225) 802 (1,252) 4 512 — 14 — — 414 — 17 1 2 629 — 3 — 154 (163) (124) 49 (1) 1 — 188 (153) (179) 45 — 1 — $ 404 $ 447 $ 589 $ 6 $ (5) $ 112 175 (173) (186) 66 — 1 — (5) Cost Allocation to Exelon Subsidiaries All Registrants account for their participation in Exelon’s pension and OPEB plans by applying multi-employer accounting. Exelon allocates costs related to its pension and OPEB plans to its subsidiaries based on both active and retired employee participation in each plan. The amounts below represent the Registrants' allocated pension and OPEB costs. For Exelon, the service cost component is included in Operating and maintenance expense and Property, plant, and equipment, net while the non-service cost components are included in Other, net and Regulatory assets. For Generation and the Utility Registrants, the service cost and non-service cost components are included in Operating and maintenance expense and Property, plant, and equipment, net in their consolidated financial statements. For the Years Ended December 31, 2020 2019 2018 $ Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 411 $ 442 583 115 $ 135 204 114 $ 96 177 5 $ 12 18 64 $ 61 60 70 $ 95 67 15 $ 25 15 7 $ 15 6 14 16 12 Components of AOCI and Regulatory Assets Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its balance sheet, with offsetting entries to AOCI and regulatory assets (liabilities). A portion of current year actuarial (gains) losses and prior service costs (credits) is capitalized within Exelon’s Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, which would otherwise be recorded to AOCI. The following tables provide the components of AOCI and regulatory assets (liabilities) for Exelon for the years ended December 31, 2020, 2019, and 2018 for all plans combined. 300 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Pension Benefits 2020 2019 2018 2020 OPEB 2019 2018 Note 15 — Retirement Benefits Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities): Current year actuarial loss (gain) $ Amortization of actuarial loss Current year prior service cost (credit) Amortization of prior service (cost) credit Curtailments Settlements Total recognized in AOCI and regulatory assets (liabilities) Total recognized in AOCI Total recognized in regulatory assets (liabilities) $ $ $ 941 $ (512) 538 $ (414) 635 $ (629) 22 $ (49) — (4) — (14) 68 — (3) (17) (4) (2) — (3) (111) 124 1 (1) 80 $ (45) — 179 — (1) (232) (66) — 186 — — 411 $ 172 $ (3) $ (14) $ 213 $ (112) 271 $ 169 $ 140 $ 3 $ 3 $ (6) $ 6 $ 107 $ (20) $ 106 $ (55) (57) The following table provides the components of gross accumulated other comprehensive loss and regulatory assets (liabilities) for Exelon that have not been recognized as components of periodic benefit cost at December 31, 2020 and 2019, respectively, for all plans combined: Prior service cost (credit) Actuarial loss Total Total included in AOCI Total included in regulatory assets (liabilities) Average Remaining Service Period Pension Benefits OPEB 2020 2019 2020 2019 $ $ $ $ 35 $ 8,077 8,112 $ 4,339 $ 3,773 $ 39 $ 7,662 7,701 $ 4,068 $ 3,633 $ (145) $ 538 393 $ 183 $ 210 $ (158) 565 407 177 230 For pension benefits, Exelon amortizes its unrecognized prior service costs (credits) and certain actuarial (gains) losses, as applicable, based on participants’ average remaining service periods. For OPEB, Exelon amortizes its unrecognized prior service costs (credits) over participants’ average remaining service period to benefit eligibility age and amortizes certain actuarial (gains) losses over participants’ average remaining service period to expected retirement. The resulting average remaining service periods for pension and OPEB were as follows: Pension plans OPEB plans: Benefit Eligibility Age Expected Retirement 2020 2019 2018 12.3 9.0 10.2 11.7 8.7 9.3 12.0 8.8 9.5 301 Table of Contents Assumptions Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and OPEB plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. The measurement of benefit obligations and costs is impacted by several assumptions and inputs, as shown below, among other factors. When developing the required assumptions, Exelon considers historical information as well as future expectations. Expected Rate of Return. In determining the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations. Mortality. The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. For the year ended December 31, 2020, Exelon’s mortality assumption utilizes the SOA 2019 base table (Pri-2012) and MP-2020 improvement scale adjusted to use Proxy SSA ultimate improvement rates. For the year ended December 31, 2019, Exelon's mortality assumption utilizes the SOA 2019 base table (Pri-2012) and MP-2019 improvement scale adjusted to a 0.75% long- term rate reached in 2035. For Exelon, the following assumptions were used to determine the benefit obligations for the plans at December 31, 2020 and 2019. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs. Discount rate Investment crediting rate Rate of compensation increase Mortality table Pension Benefits OPEB 2020 2019 2020 2019 (a) (b) 2.58 % 3.72 % 3.75 % 3.34 % 3.82 % (a) (b) (c) (a) 2.51 % N/A 3.75 % 3.31 % N/A (a) (c) Pri-2012 table with MP- 2020 improvement scale (adjusted) Pri-2012 table with MP- 2019 improvement scale (adjusted) Pri-2012 table with MP- 2020 improvement scale (adjusted) Pri-2012 table with MP- 2019 improvement scale (adjusted) 5.00% with ultimate trend of 5.00% in 2017 Health care cost trend on covered charges N/A N/A Initial and ultimate rate of 5.00% __________ (a) The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and OPEB obligations. Certain benefit plans used individual rates, which range from 2.11% - 2.73% and 2.45% - 2.63% for pension and OPEB plans, respectively, as of December 31, 2020 and 3.02% - 3.44% and 3.27% - 3.40% for pension and OPEB plans, respectively, as of December 31, 2019. (b) The investment crediting rate above represents a weighted average rate. (c) 3.25% through 2019 and 3.75% thereafter. The following assumptions were used to determine the net periodic benefit cost for Exelon for the years ended December 31, 2020, 2019 and 2018: 302 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits Discount rate Investment crediting rate Expected return on plan assets Rate of compensation increase 2020 Pension Benefits 2019 2018 2020 (a) 3.34 % 3.82 % (b) (c) 7.00 % (a) 4.31 % 4.46 % (b) (c) 7.00 % (a) 3.62 % 4.00 % (b) (c) 7.00 % (a) 3.31 % N/A (c) 6.69 % OPEB 2019 (a) 4.30 % N/A (c) 6.67 % 2018 (a) 3.61 % N/A (c) 6.60 % (d) (d) (d) (d) (d) (d) Mortality table Pri-2012 table with MP- 2019 improvement scale (adjusted) RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted) RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted) Pri-2012 table with MP- 2019 improvement scale (adjusted) Health care cost trend on covered charges N/A N/A N/A Initial and ultimate rate of 5.00% RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted) 5.00% with ultimate trend of 5.00% in 2017 RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted) 5.00% with ultimate trend of 5.00% in 2017 __________ (a) The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and OPEB costs. Certain benefit plans used individual rates, which range from 3.02%-3.44% and 3.27%-3.40% for pension and OPEB plans, respectively, for the year ended December 31, 2020; 4.13%-4.36% and 4.27%-4.38% for pension and OPEB plans; respectively, for the year ended December 31, 2019; and 3.49%-3.65% and 3.57%-3.68% for pension and OPEB plans, respectively, for the year ended December 31, 2018. (b) The investment crediting rate above represents a weighted average rate. (c) Not applicable to pension and OPEB plans that do not have plan assets. (d) 3.25% through 2019 and 3.75% thereafter. Contributions Exelon allocates contributions related to its legacy Exelon pension and OPEB plans to its subsidiaries based on accounting cost. For legacy CEG, CENG, FitzPatrick, and PHI plans, pension and OPEB contributions are allocated to the subsidiaries based on employee participation (both active and retired). The following tables provide contributions to the pension and OPEB plans: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Pension Benefits 2020 2019 2018 2020 $ 542 $ 236 143 18 56 30 2 — 2 356 $ 160 337 $ 128 72 27 34 10 2 1 — 38 28 40 62 6 — 6 OPEB 2019 2018 59 $ 51 $ 19 5 — 22 9 9 — — 15 5 1 14 15 12 — 1 46 11 4 — 14 12 11 — — Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation, and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make levelized annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This level funding strategy helps minimize volatility of future period required pension contributions. Based on this funding strategy and current market conditions, which are subject to change, 303 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits Exelon’s estimated annual qualified pension contributions will be approximately $500 million in 2021. Unlike the qualified pension plans, Exelon’s non- qualified pension plans are not funded, given that they are not subject to statutory minimum contribution requirements. While OPEB plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however, Exelon’s management has historically considered several factors in determining the level of contributions to its OPEB plans, including liabilities management, levels of benefit claims paid, and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans. The following table provides all Registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to OPEB plans in 2021: Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Qualified Pension Plans Non-Qualified Pension Plans OPEB $ 505 $ 51 $ 196 170 14 57 29 1 — 3 27 2 1 1 9 2 1 — Estimated Future Benefit Payments Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 2020 were: 2021 2022 2023 2024 2025 2026 through 2030 Total estimated future benefit payments through 2030 Plan Assets Pension Benefits OPEB $ $ 1,279 $ 1,280 1,315 1,325 1,338 6,759 13,296 $ 75 24 23 — 16 7 6 — — 257 259 261 262 265 1,320 2,624 Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure that plan assets will be sufficient to pay plan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investment strategy. Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced the volatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolio as the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidity requirements of the plans’ liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon’s OPEB plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility. Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and OPEB plans. The actual asset returns across Exelon’s pension and OPEB plans for the year ended December 31, 2020 were 14.45% and 9.14%, respectively, compared to an expected long-term return assumption of 7.00% and 6.69%, 304 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits respectively. Exelon used an EROA of 7.00% and 6.46% to estimate its 2021 pension and OPEB costs, respectively. Exelon’s pension and OPEB plan target asset allocations at December 31, 2020 and 2019 were as follows: Asset Category Equity securities Fixed income securities Alternative investments Total (a) December 31, 2020 December 31, 2019 Pension Benefits OPEB Pension Benefits OPEB 34 % 43 % 23 % 100 % 45 % 39 % 16 % 100 % 33 % 44 % 23 % 100 % 46 % 32 % 22 % 100 % __________ (a) Alternative investments include private equity, hedge funds, real estate, and private credit. Concentrations of Credit Risk. Exelon evaluated its pension and OPEB plans’ asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2020. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2020, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and OPEB plan assets. 305 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits Fair Value Measurements The following tables present pension and OPEB plan assets measured and recorded at fair value in Exelon's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total Pension plan assets (a) Cash equivalents $ 408 $ 121 $ Equities (b) Fixed income: U.S. Treasury and agencies State and municipal debt Corporate debt (c) Other (b) 4,255 — 1,137 367 — — — Fixed income subtotal 1,137 Private equity Hedge funds Real estate Private credit — — — — Pension plan assets subtotal 5,800 5,685 85 4,873 239 5,564 — — — — OPEB plan assets (a) Cash equivalents Equities Fixed income: U.S. Treasury and agencies State and municipal debt Corporate debt (c) Other Fixed income subtotal Hedge funds Real estate Private credit OPEB plan assets subtotal Total pension and OPEB plan assets (d) 50 618 16 — — 285 301 — — — 969 52 2 66 89 89 3 247 — — — 301 $ — 2 — $ 529 $ 258 $ 107 $ 2,552 6,809 3,616 1 $ — 5 — $ 2,589 365 6,211 — — 573 21 594 — — — 234 830 — — — — — — — — — — — — — — 537 537 1,632 1,314 1,080 1,046 8,161 — 569 — — — 179 179 308 111 117 1,504 1,294 280 85 5,446 797 7,832 1,632 1,314 1,080 1,280 — — — 1,294 — — — — 56 4,390 305 5,031 — — — — 20,476 5,168 5,139 102 1,189 82 89 89 467 727 308 111 117 39 473 17 — — 258 275 — — — 787 49 5 64 107 71 5 247 — — — 301 1,284 2,554 — — 245 — 245 — — — 237 487 — — — — — — — — — — — — — — 851 851 1,391 1,126 1,030 929 7,916 — 719 — — — 201 201 293 109 131 1,574 56 4,635 1,156 7,421 1,391 1,126 1,030 1,166 18,710 88 1,197 81 107 71 464 723 293 109 131 1,453 2,541 $ 6,769 $ 5,986 $ 830 $ 9,445 $ 23,030 $ 5,955 $ 5,440 $ 487 $ 9,369 $ 21,251 __________ (a) See Note 18—Fair Value of Financial Assets and Liabilities for a description of levels within the fair value hierarchy. (b) Includes derivative instruments of $2 million for the years ended December 31, 2020 and 2019, which have total notional amounts of $6,879 million and $6,668 million at December 31, 2020 and 2019, respectively. The notional principal 306 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits (c) amounts for these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of the company’s exposure to credit or market loss. Includes investments in equities sold short held in investment vehicles primarily to hedge the equity option component of its convertible debt. Pension equities sold short totaled $(96) million and $(75) million as of December 31, 2020 and 2019, respectively. OPEB equities sold short totaled $(42) million and $(35) million as of December 31, 2020 and 2019, respectively. (d) Excludes net liabilities of $132 million and $120 million at December 31, 2020 and 2019, respectively, which include certain derivative assets that have notional amounts of $239 million and $632 million at December 31, 2020 and 2019, respectively. These items are required to reconcile to the fair value of net plan assets and consist primarily of receivables or payables related to pending securities sales and purchases and interest and dividends receivable. The following table presents the reconciliation of Level 3 assets and liabilities for Exelon measured at fair value for pension and OPEB plans for the years ended December 31, 2020 and 2019: Pension Assets Balance as of January 1, 2020 Actual return on plan assets: Relating to assets still held at the reporting date Purchases, sales and settlements: Purchases Settlements Transfers into Level 3 (a) (b) Balance as of December 31, 2020 Pension Assets Balance as of January 1, 2019 Actual return on plan assets: Relating to assets still held at the reporting date Relating to assets sold during the period Purchases, sales and settlements: Purchases Sales Settlements (a) Transfers out of Level 3 Balance as of December 31, 2019 Fixed Income Equities Private Credit Total 245 $ 5 $ 237 $ 19 34 (3) 299 (3) — — — 15 24 (42) — 594 $ 2 $ 234 $ Fixed Income Equities Private Credit Total 487 31 58 (45) 299 830 216 $ 2 $ 268 $ 486 $ $ $ 28 (7) 26 (4) (2) (12) 3 — — — — — 28 — 41 — (100) — $ 245 $ 5 $ 237 $ 59 (7) 67 (4) (102) (12) 487 __________ (a) Represents cash settlements only. (b) In 2020, a contract was terminated for a certain fixed income commingled fund resulting in the ownership of certain fixed income securities which led to a transfer into Level 3 from not subject to leveling of $299 million. Valuation Techniques Used to Determine Fair Value The techniques used to fair value the pension and OPEB assets invested in cash equivalents, equities, fixed income, derivatives, private equity, real estate, and private credit investments are the same as the valuation techniques for these types of investments in NDTFs. See Cash Equivalents and NDT Fund Investments in Note 18 - Fair Value of Financial Assets and Liabilities for further information. Pension and OPEB assets also include investments in hedge funds. Hedge fund investments include those that employ a broad range of strategies to enhance returns and provide additional diversification. The fair value of 307 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Retirement Benefits hedge funds is determined using NAV or its equivalent as a practical expedient, and therefore, hedge funds are not classified within the fair value hierarchy. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include a lock-up period or a gate. Defined Contribution Savings Plan (All Registrants) The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRC and allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matching contributions to the savings plan for the years ended December 31, 2020, 2019, and 2018: For the Years Ended December 31, Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 2020 2019 2018 $ 158 $ 63 $ 36 $ 12 $ 161 179 73 86 35 37 11 9 13 12 12 14 $ 4 $ 3 $ 13 13 3 3 3 2 3 2 2 16. Derivative Financial Instruments (All Registrants) The Registrants use derivative instruments to manage commodity price risk, interest rate risk, and foreign exchange risk related to ongoing business operations. Authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair value of the derivative recognized in earnings immediately. Other accounting treatments are available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternative permissible accounting treatments include NPNS, cash flow hedges, and fair value hedges. All derivative economic hedges related to commodities, referred to as economic hedges, are recorded at fair value through earnings at Generation and are offset by a corresponding regulatory asset or liability at ComEd. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivative settles and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed. Authoritative guidance about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Combined Notes to Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheets. A master netting agreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing for the net settlement of all referenced contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. In the tables below, which present fair value balances, Generation’s energy-related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting columns. Generation’s and ComEd’s use of cash collateral is generally unrestricted unless Generation or ComEd are downgraded below investment grade. Cash collateral held by PECO, BGE, Pepco, DPL, and ACE must be deposited in an unaffiliated major U.S. commercial bank or foreign bank with a U.S. branch office that meet certain qualifications. Commodity Price Risk (All Registrants) Each of the Registrants employ established policies and procedures to manage their risks associated with market fluctuations in commodity prices by entering into physical and financial derivative contracts, including swaps, futures, forwards, options, and short-term and long-term commitments to purchase and sell energy and commodity products. The Registrants believe these instruments, which are either determined to be non-derivative or classified as economic hedges, mitigate exposure to fluctuations in commodity prices. 308 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Derivative Financial Instruments Generation. To the extent the amount of energy Generation produces differs from the amount of energy it has contracted to sell, Exelon and Generation are exposed to market fluctuations in the prices of electricity, fossil fuels, and other commodities. Within Exelon, Generation has the most exposure to commodity price risk. As such, Generation uses a variety of derivative and non-derivative instruments to manage the commodity price risk of its electric generation facilities, including power and gas sales, fuel and power purchases, natural gas transportation and pipeline capacity agreements, and other energy-related products marketed and purchased. To manage these risks, Generation may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from expected sales of power and gas and purchases of power and fuel. The objectives for executing such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return. 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 derivative congestion products, whose changes in fair value are recognized in earnings each period, and auction revenue rights, which are accounted for on an accrual basis. 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 and are subject to limits established by Exelon’s RMC. Utility Registrants. The Utility Registrants procure electric and natural gas supply through a competitive procurement process approved by each of the respective state utility commissions. The Utility Registrants’ hedging programs are intended to reduce exposure to energy and natural gas price volatility and have no direct earnings impact as the costs are fully recovered from customers through regulatory-approved recovery mechanisms. The following table provides a summary of the Utility Registrants’ primary derivative hedging instruments, listed by commodity and accounting treatment. Registrant Commodity Accounting Treatment Hedging Instrument Electricity NPNS Fixed price contracts based on all requirements in the IPA procurement plans. ComEd PECO (b) BGE Pepco DPL ACE Electricity Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability (a) Gas NPNS Electricity NPNS Gas NPNS Electricity NPNS Electricity NPNS 20-year floating-to-fixed energy swap contracts beginning June 2012 based on the renewable energy resource procurement requirements in the Illinois Settlement Legislation of approximately 1.3 million MWhs per year. Fixed price contracts to cover about 10% of planned natural gas purchases in support of projected firm sales. Fixed price contracts for all SOS requirements through full requirements contracts. Fixed price contracts for between 10-20% of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period. Fixed price contracts for all SOS requirements through full requirements contracts. Fixed price contracts for all SOS requirements through full requirements contracts. NPNS Fixed and Index priced contracts through full requirements contracts. Gas Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability (c) Exchange traded future contracts for up to 50% of estimated monthly purchase requirements each month, including purchases for storage injections. Electricity NPNS Fixed price contracts for all BGS requirements through full requirements contracts. _________ (a) See Note 3—Regulatory Matters for additional information. (b) As part of its hedging program, PECO enters into electric supply procurement contracts that do not meet the definition of a derivative instrument. (c) The fair value of the DPL economic hedge is not material as of December 31, 2020 and 2019 and is not presented in the fair value tables below. 309 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Derivative Financial Instruments The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation, and ComEd as of December 31, 2020 and 2019: December 31, 2020 Mark-to-market derivative assets (current assets) $ Mark-to-market derivative assets (noncurrent assets) Total mark-to-market derivative assets Mark-to-market derivative liabilities (current liabilities) Mark-to-market derivative liabilities (noncurrent liabilities) Total mark-to-market derivative liabilities Total mark-to-market derivative net assets (liabilities) $ December 31, 2019 Mark-to-market derivative assets (current assets) $ Mark-to-market derivative assets (noncurrent assets) Total mark-to-market derivative assets Mark-to-market derivative liabilities (current liabilities) Mark-to-market derivative liabilities (noncurrent liabilities) Total mark-to-market derivative liabilities Total mark-to-market derivative net assets (liabilities) $ Exelon Total Derivatives Economic Hedges Proprietary Trading Generation Collateral (a)(b) Netting (a) Subtotal ComEd Economic Hedges 639 $ 2,757 $ 40 $ 103 $ (2,261) $ 639 $ 554 1,193 (293) (472) (765) 1,501 4,258 (2,629) (1,335) (3,964) 4 44 (23) (2) (25) 64 167 131 118 249 (1,015) (3,276) 2,261 1,015 3,276 554 1,193 (260) (204) (464) — — — (33) (268) (301) 428 $ 294 $ 19 $ 416 $ — $ 729 $ (301) 675 $ 3,506 $ 72 $ 287 $ (3,190) $ 675 $ 508 1,183 (236) (380) (616) 1,238 4,744 (3,713) (1,140) (4,853) 25 97 (38) (11) (49) 122 409 357 163 520 (877) (4,067) 3,190 877 4,067 508 1,183 (204) (111) (315) — — — (32) (269) (301) 567 $ (109) $ 48 $ 929 $ — $ 868 $ (301) _________ (a) Exelon and Generation net all available amounts allowed under the derivative authoritative guidance in 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 amounts are not material and not reflected in the table above. (b) Of the collateral posted, $209 million and $511 million represents variation margin on the exchanges at December 31, 2020 and 2019, respectively. Economic Hedges (Commodity Price Risk) Generation. For the years ended December 31, 2020, 2019, and 2018, Exelon and Generation recognized the following net pre-tax commodity mark-to- market gains (losses) which are also located in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows. 310 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Income Statement Location Operating revenues Purchased power and fuel Total Exelon and Generation Note 16 — Derivative Financial Instruments 2020 Gain (Loss) 2019 2018 $ $ 112 $ 168 280 $ — $ (204) (204) $ (270) (47) (317) 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 price risk on a ratable basis over three-year periods. As of December 31, 2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for 2021. Proprietary Trading (Commodity Price Risk) Generation also executes commodity derivatives for proprietary trading purposes. Proprietary trading includes all contracts executed with the intent of benefiting from shifts or changes in market prices as opposed to those executed with the intent of hedging or managing risk. Gains and losses associated with proprietary trading are reported as Operating revenues in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and are included in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows. For the years ended December 31, 2020, 2019, and 2018, net pre-tax commodity mark-to-market gains and losses for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes. Interest Rate and Foreign Exchange Risk (Exelon and Generation) Exelon and Generation utilize interest rate swaps, which are treated as economic hedges, to manage their interest rate exposure. On July 1, 2018, Exelon de-designated its fair value hedges related to interest rate risk and Generation de-designated its cash flow hedges related to interest rate risk. The notional amounts were $516 million and $1,269 million at December 31, 2020 and 2019, respectively, for Exelon and $516 million and $569 million at December 31, 2020 and 2019, respectively, for Generation. Generation utilizes foreign currency derivatives to manage foreign exchange rate exposure associated with international commodity purchases in currencies other than U.S. dollars, which are treated as economic hedges. The notional amounts were $149 million and $231 million at December 31, 2020 and 2019, respectively. The mark-to-market derivative assets and liabilities as of December 31, 2020 and 2019 and the mark-to-market gains and losses for the years ended December 31, 2020, 2019, and 2018 were not material for Exelon and Generation. Credit Risk (All Registrants) The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties on executed derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. Generation. For commodity derivatives, 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 process that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings by credit rating agencies, 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. 311 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Derivative Financial Instruments The following tables provide information on Generation’s credit exposure for all derivative instruments, NPNS, and payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2020. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties. The figures in the tables below exclude credit risk exposure from individual retail counterparties, nuclear fuel procurement contracts, and exposure through RTOs, ISOs, NYMEX, ICE, NASDAQ, NGX, and Nodal commodity exchanges. Rating as of December 31, 2020 Investment grade Non-investment grade No external ratings Internally rated — investment grade Internally rated — non-investment grade Total $ $ Total Exposure Before Credit Collateral Credit Collateral (a) Net Exposure 577 $ 32 165 80 27 $ — 1 28 854 $ 56 $ 550 32 164 52 798 Net Credit Exposure by Type of Counterparty Financial institutions Investor-owned utilities, marketers, power producers Energy cooperatives and municipalities Other Total Number of Counterparties Greater than 10% of Net Exposure Net Exposure of Counterparties Greater than 10% of Net Exposure — $ — — $ As of December 31, 2020 $ $ — 15 607 138 38 798 __________ (a) As of December 31, 2020, credit collateral held from counterparties where Generation had credit exposure included $31 million of cash and $25 million of letters of credit. The credit collateral does not include non-liquid collateral. Utility Registrants. The Utility Registrants have contracts to procure electric and natural gas supply that provide suppliers with a certain amount of unsecured credit. If the exposure on the supply contract exceeds the amount of unsecured credit, the suppliers may be required to post collateral. The net credit exposure is mitigated primarily by the ability to recover procurement costs through customer rates. As of December 31, 2020, the Utility Registrants’ counterparty credit risk with suppliers was not material. Credit-Risk-Related Contingent Features (All Registrants) Generation. As part of the normal course of business, Generation routinely enters into physically or financially settled contracts for the purchase and sale of electric capacity, electricity, fuels, emissions allowances, and other energy-related products. Certain of Generation’s derivative instruments contain provisions that require Generation to post collateral. Generation also enters into commodity transactions on exchanges where the exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensive collateral and margining requirements. 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. In the absence of expressly agreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. In this case, Generation believes an amount of several months of future payments (i.e., capacity payments) rather than a calculation of fair value is the best estimate for the contingent collateral obligation, which has been factored into the disclosure below. 312 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Derivative Financial Instruments 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 the exchanges that are fully collateralized) is detailed in the table below: Credit-Risk Related Contingent Features 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) As of December 31, 2020 2019 $ $ (834) $ 537 (297) $ (956) 649 (307) __________ (a) Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-risk-related contingent features ignoring the effects of master netting agreements. (b) Amount represents the offsetting fair value of in-the-money derivative contracts under legally enforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which Generation could potentially be required to post collateral. (c) 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. As of December 31, 2020 and 2019, Exelon and Generation posted or held the following amounts of cash collateral and letters of credit on derivative contracts with external counterparties, after giving consideration to offsetting derivative and non-derivative positions under master netting agreements. Cash collateral posted Letters of credit posted Cash collateral held Letters of credit held Additional collateral required in the event of a credit downgrade below investment grade $ As of December 31, 2020 2019 511 $ 226 110 40 1,432 982 264 103 112 1,509 Generation entered into supply forward contracts with certain utilities, including PECO and BGE, 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. Utility Registrants The Utility Registrants’ electric supply procurement contracts do not contain provisions that would require them to post collateral. PECO’s, BGE’s, and DPL’s natural gas procurement contracts contain provisions that could require PECO, BGE, and DPL to post collateral in the form of cash or credit support, which vary by contract and counterparty, with thresholds contingent upon PECO’s, BGE's, and DPL’s credit rating. As of December 31, 2020, PECO, BGE, and DPL were not required to post collateral for any of these agreements. If PECO, BGE, or DPL lost their investment grade credit rating as of December 31, 2020, they could have been required to post incremental collateral to their counterparties of $34 million, $54 million, and $9 million, respectively. 17. Debt and Credit Agreements (All Registrants) Short-Term Borrowings Exelon Corporate, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings 313 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and borrowings from the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit. Commercial Paper The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 2020 and 2019: Commercial Paper Issuer Exelon (d) Generation ComEd PECO BGE (e) PHI Pepco DPL ACE Maximum Program Size at December 31, Outstanding Commercial Paper at December 31, Average Interest Rate on Commercial Paper Borrowings at December 31, 2020 (a)(b)(c) 2019 (a)(b)(c) 2020 2019 2020 2019 $ 9,000 $ 9,000 $ 1,031 $ 5,300 1,000 600 600 900 300 300 300 5,300 1,000 600 600 900 300 300 300 340 323 — — 368 35 146 187 870 320 130 — 76 208 82 56 70 0.25 % 0.27 % 0.23 % — % — % 0.24 % 0.22 % 0.24 % 0.25 % 2.25 % 1.84 % 2.38 % 2.39 % 2.46 % N/A 2.56 % 2.02 % 2.43 % __________ (a) Excludes $1,500 million and $1,400 million in bilateral credit facilities at December 31, 2020 and 2019, respectively, and $144 million and $159 million in credit facilities for project finance at December 31, 2020 and 2019, respectively. These credit facilities do not back Generation's commercial paper program. (b) At December 31, 2020, excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL, and ACE with aggregate commitments of $38 million, $32 million, $33 million, $8 million, $8 million, $8 million, and $8 million, respectively. These facilities expire on October 8, 2021. These facilities are solely utilized to issue letters of credit. At December 31, 2019, excludes $142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL, and ACE with aggregate commitments of $44 million, $33 million, $33 million, $8 million, $8 million, $8 million, and $8 million, respectively. (c) Pepco, DPL, and ACE's revolving credit facility has the ability to flex to $500 million, $500 million, and $350 million, respectively. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL, or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility. Includes revolving credit agreement at Exelon Corporate with a maximum program size of $600 million at both December 31, 2020 and 2019, respectively. Exelon Corporate had no outstanding commercial paper as of December 31, 2020 and $136 million at 2019 with an average interest rate on commercial paper borrowings of 1.92%. (d) (e) Represents the consolidated amounts of Pepco, DPL, and ACE. In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. A registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility. 314 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements At December 31, 2020, the Registrants had the following aggregate bank commitments, credit facility borrowings, and available capacity under their respective credit facilities: Available Capacity at December 31, 2020 Borrower (a) Facility Type Aggregate Bank (b) Commitment Facility Draws Outstanding Letters of Credit Actual (c) Exelon Generation Generation Generation ComEd PECO BGE PHI Pepco DPL ACE Syndicated Revolver / Bilaterals / Project Finance $ 10,644 $ — $ 1,230 $ 9,414 $ Syndicated Revolver Bilaterals Project Finance Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver 5,300 1,500 144 1,000 600 600 900 300 300 300 — — — — — — — — — — 262 840 119 2 — — 1 1 — — 5,038 660 25 998 600 600 899 299 300 300 To Support Additional Commercial Paper (c) 7,698 4,698 — — 675 600 600 531 264 154 113 __________ (a) On May 26, 2018, each of the Registrants' respective syndicated revolving credit facilities had their maturity dates extended to May 26, 2023. (b) Excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL, and ACE with aggregate commitments of $38 million, $32 million, $33 million, $8 million, $8 million, $8 million, and $8 million, respectively. These facilities expire on October 8, 2021. These facilities are solely utilized to issue letters of credit. As of December 31, 2020, letters of credit issued under these facilities totaled $5 million, $5 million, and $2 million for Generation, ComEd, and BGE, respectively. Includes $600 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $6 million outstanding letters of credit at December 31, 2020. Exelon Corporate had $594 million in available capacity to support additional commercial paper at December 31, 2020. (c) On March 19, 2020, Generation borrowed $1.5 billion on its revolving credit facility due to disruptions in the commercial paper markets as a result of COVID- 19. The funds were used to refinance commercial paper. Generation repaid the $1.5 billion borrowed on the revolving credit facility on April 3, 2020. Short-Term Loan Agreements On March 23, 2017, Exelon Corporate entered into a 12-month term loan agreement for $500 million, which was renewed annually on March 22, 2018, March 20, 2019, and March 19, 2020, respectively. The loan agreement will expire on March 18, 2021. Pursuant to the loan agreement, as of December 31, 2020, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.65% and all indebtedness thereunder is unsecured. The loans beared interest at LIBOR plus 0.95% as of December 31, 2019 as part of the March 20, 2019 renewal. The loan agreement is reflected in Exelon's Consolidated Balance Sheets within Short-term borrowings. On March 19, 2020, Generation entered into a term loan agreement for $200 million. The loan agreement has an expiration of March 18, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.50% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Generation's Consolidated Balance Sheet within Short-term borrowings. On March 31, 2020, Generation entered into a term loan agreement for $300 million. The loan agreement has an expiration of March 30, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.75% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Generation's Consolidated Balance Sheet within Short-term borrowings. 315 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements On January 25, 2021, ComEd entered into two 90-day term loan agreements of $125 million each with variable interest rates of LIBOR plus 0.50% and LIBOR plus 0.75%, respectively. Revolving Credit Agreements On April 24, 2020, Exelon Corporate entered into a credit agreement establishing a $550 million 364-day revolving credit facility at a variable interest rate of LIBOR plus 1.75%. This facility will be used by Exelon as an additional source of short-term liquidity as needed. Bilateral Credit Agreements The following table reflects the bilateral credit agreements at December 31, 2020: Registrant Date Initiated Latest Amendment Date Maturity Date (a) Amount Generation (b) Generation (c) Generation (c) Generation (c) Generation Generation (c) (c) Generation (c) Generation (c) Generation (c) October 26, 2012 January 11, 2013 January 5, 2016 February 21, 2019 October 25, 2019 October 25, 2019 November 20, 2019 November 21, 2019 November 21, 2019 October 23, 2020 January 4, 2019 January 4, 2019 N/A N/A N/A N/A N/A N/A October 22, 2021 $ March 1, 2021 April 5, 2021 March 31, 2021 N/A N/A N/A N/A November 21, 2021 200 100 150 100 200 100 300 150 100 (c) Generation __________ (a) Credit facilities that do not contain a maturity date are specific to the agreements set within each contract. In some instances, credit facilities are automatically renewed May 15, 2020 100 N/A N/A based on the contingency standards set within the specific agreement. (b) Bilateral credit facility relates to CENG, which is incorporated within Generation, and supports the issuance of letters of credit and funding for working capital and does not back Generation's commercial paper program. During the second and third quarters of 2020, CENG drew on its bilateral credit facility. As of December 31, 2020, there was no outstanding balance at this facility. (c) Bilateral credit agreements solely support the issuance of letters of credit and do not back Generation's commercial paper program. Borrowings under Exelon’s, Generation’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's, and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and LIBOR-based borrowings are presented in the following table: Prime based borrowings LIBOR-based borrowings __________ (a) Exelon (a) Generation ComEd PECO BGE Pepco DPL ACE 0 - 27.5 90.0 - 127.5 27.5 127.5 — 100.0 — 90.0 — 90.0 7.5 107.5 — 100.0 7.5 107.5 Includes interest rate adders at Exelon Corporate of 27.5 and 127.5 for prime and LIBOR-based borrowings, respectively. If any registrant loses its investment grade rating, the maximum adders for prime rate borrowings and LIBOR-based rate borrowings would be 65 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower. Variable Rate Demand Bonds DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demand of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, these bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of both December 31, 2020 and December 31, 2019, $79 million in variable 316 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year in Exelon's, PHI's, and DPL's Consolidated Balance Sheet. Long-Term Debt The following tables present the outstanding long-term debt at the Registrants as of December 31, 2020 and 2019: Exelon Long-term debt First mortgage bonds Senior unsecured notes (a) Unsecured notes Pollution control notes Nuclear fuel procurement contracts Notes payable and other Junior subordinated notes Long-term software licensing agreement Unsecured tax-exempt bonds Medium-terms notes (unsecured) Transition bonds Loan agreement Nonrecourse debt: Fixed rates Variable rates Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Fair value adjustment Long-term debt due within one year Long-term debt Long-term debt to financing trusts (b) Subordinated debentures to ComEd Financing III Subordinated debentures to PECO Trust III Subordinated debentures to PECO Trust IV Total long-term debt to financing trusts Rates 0.19 % - 2.45 % - 2.40 % - 2.50 % - 2.10 % - 0.17 % - 2.29 % - 2.99 % - 7.90 % 7.60 % 6.35 % 2.70 % 3.15 % 7.99 % 3.50 % 3.95 % 1.70 % 7.72 % 5.55 % 2.00 % 6.00 % 3.18 % Maturity Date December 31, 2020 2019 2021 - 2050 $ 18,915 $ 2021 - 2050 2021 - 2050 2020 2020 2021 - 2053 2022 2024 2022 - 2024 2027 2021 2023 2031 - 2037 2021 - 2027 10,585 3,700 — — 170 1,150 30 143 10 21 50 977 765 36,516 (77) (248) 721 (1,819) 17,486 10,685 3,300 412 3 154 1,150 55 222 10 40 50 1,182 811 35,560 (72) (214) 765 (4,710) 31,329 206 81 103 390 5.25 % - 6.35 % 7.38 % 5.75 % $ 35,093 $ 2033 $ 206 $ 2028 2033 81 103 $ 390 $ __________ (a) Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s, Pepco's, DPL's, and ACE's assets are subject to the liens of their respective mortgage indentures. (b) Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets. 317 Table of Contents Generation Long-term debt Senior unsecured notes Pollution control notes Nuclear fuel procurement contracts Notes payable and other Nonrecourse debt: Fixed rates Variable rates Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Fair value adjustment Long-term debt due within one year Long-term debt ComEd Long-term debt First mortgage bonds Other (a) Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Long-term debt due within one year Long-term debt Long-term debt to financing trust (b) Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Rates 3.25 % - 2.50 % - 2.10 % - 2.29 % - 2.99 % - 7.60 % 2.70 % 3.15 % 4.85 % 6.00 % 3.18 % Rates 2.20 % - 6.45 % 7.49 % Note 17 — Debt and Credit Agreements Maturity Date December 31, 2020 2019 2022 - 2042 $ 4,219 $ 5,420 2020 2020 2021 - 2028 2031 - 2037 2021 - 2027 — — 111 977 765 6,072 (5) (46) 66 (197) $ 5,890 $ 412 3 115 1,182 811 7,943 (5) (42) 78 (3,182) 4,792 Maturity Date December 31, 2020 2019 2021 - 2050 $ 9,079 $ 8,578 2053 8 9,087 (28) (76) (350) $ 8,633 $ 8 8,586 (27) (68) (500) 7,991 206 206 (1) 205 Subordinated debentures to ComEd Financing III 6.35 % 2033 $ 206 $ Total long-term debt to financing trusts Unamortized debt issuance costs Long-term debt to financing trusts 206 (1) $ 205 $ __________ (a) Substantially all of ComEd’s assets, other than expressly excepted property, are subject to the lien of its mortgage indenture. (b) Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets. 318 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements PECO Long-term debt First mortgage bonds Loan agreement (a) Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Long-term debt due within one year Long-term debt Long-term debt to financing trusts (b) Subordinated debentures to PECO Trust III Subordinated debentures to PECO Trust IV Long-term debt to financing trusts Rates 1.70 % - 5.95 % 2.00 % 5.25 % - 7.38 % 5.75 % Maturity Date December 31, 2020 2019 2021 - 2050 $ 3,750 $ 2023 50 3,800 (20) (27) (300) 3,400 50 3,450 (21) (24) — $ 3,453 $ 3,405 2028 $ 2033 81 $ 103 $ 184 $ 81 103 184 __________ (a) Substantially all of PECO’s assets are subject to the lien of its mortgage indenture. (b) Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets. BGE Long-term debt Unsecured notes Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Long-term debt due within one year Long-term debt Rates Maturity Date December 31, 2020 2019 2.40 % - 6.35 % 2021 - 2050 $ 3,700 $ 3,700 (12) (24) (300) 3,300 3,300 (9) (21) — $ 3,364 $ 3,270 319 Table of Contents PHI Long-term debt First mortgage bonds Senior unsecured notes (a) Unsecured tax-exempt bonds Medium-terms notes (unsecured) Transition bonds Finance leases Other Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Fair value adjustment Long-term debt due within one year Long-term debt Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Rates 0.19 % - 0.17 % - 7.28 % - 7.90 % 7.45 % 1.70 % 7.72 % 5.55 % 3.54 % 7.99 % Note 17 — Debt and Credit Agreements Maturity Date December 31, 2020 2019 2021 - 2050 $ 2032 2022 - 2024 2027 2021 2022 - 2028 2021 - 2022 6,086 $ 185 143 10 21 50 1 6,496 4 (28) 534 (347) $ 6,659 $ 5,508 185 222 10 40 28 2 5,995 4 (19) 583 (103) 6,460 _________ (a) Substantially all of Pepco's, DPL's, and ACE's assets are subject to the liens of their respective mortgage indentures. Pepco Long-term debt First mortgage bonds (a) Unsecured tax-exempt bonds Finance leases Other Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Long-term debt due within one year Long-term debt Rates 2.53 % - 7.28 % - Maturity Date December 31, 2020 2019 7.90 % 1.70 % 3.54 % 7.99 % 2022 - 2050 $ 2022 2025 - 2028 2021 - 2022 3,075 $ 110 17 1 2,775 110 10 2 3,203 2,897 2 (40) (3) 2 (35) (2) $ 3,162 $ 2,862 __________ (a) Substantially all of Pepco's assets are subject to the lien of its mortgage indenture. 320 Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Table of Contents DPL Rates 0.19 % - 0.17 % - 4.27 % 0.20 % 7.72 % 3.54 % Long-term debt First mortgage bonds Unsecured tax-exempt bonds (a) Medium-terms notes (unsecured) Finance leases Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Long-term debt due within one year Long-term debt __________ (a) Substantially all of DPL's assets are subject to the lien of its mortgage indenture. Note 17 — Debt and Credit Agreements Maturity Date December 31, 2020 2019 2023 - 2049 $ 1,624 $ 1,446 2024 2027 2025 - 2028 33 10 20 112 10 10 1,687 1,578 1 (11) (82) 1 (12) (80) $ 1,595 $ 1,487 ACE Long-term debt First mortgage bonds (a) Transition bonds Finance leases Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Long-term debt due within one year Long-term debt __________ (a) Substantially all of ACE's assets are subject to the lien of its mortgage indenture. Rates 2.25 % - 6.80 % 5.55 % 3.54 % Maturity Date December 31, 2020 2019 2021 - 2050 $ 1,387 $ 1,287 2021 2022 - 2028 21 13 1,421 (1) (7) (261) 40 8 1,335 (1) (7) (20) $ 1,152 $ 1,307 Long-term debt maturities at the Registrants in the periods 2021 through 2025 and thereafter are as follows: Year 2021 2022 2023 2024 2025 Thereafter Total $ $ 1,819 3,092 859 814 2,215 (a) 28,107 36,906 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ 197 $ 350 $ $ 300 $ 347 $ 3 $ 82 $ 261 1,025 1 1 900 3,948 — — 250 — 300 350 50 — 350 250 300 — — 317 508 558 158 312 3 403 3 3 503 3 3 2 2 152 152 852 $ 6,072 $ 9,292 $ 3,984 $ 3,700 $ 6,496 $ 3,203 $ 1,687 $ 1,421 8,692 (b) 2,934 (c) 2,850 4,608 2,479 1,093 __________ (a) (b) (c) Includes $390 million due to ComEd and PECO financing trusts. Includes $206 million due to ComEd financing trust. Includes $184 million due to PECO financing trusts. Debt Covenants As of December 31, 2020, the Registrants are in compliance with debt covenants. 321 Table of Contents Nonrecourse Debt Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements Exelon and Generation have issued nonrecourse debt financing, in which approximately $2.2 billion of generating assets have been pledged as collateral at December 31, 2020. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives. Antelope Valley Solar Ranch One. In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in 2014. The loan will mature on January 5, 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance will bear interest at an average blended interest rate of 2.82%. As of December 31, 2020 and December 31, 2019, approximately $460 million and $485 million were outstanding, respectively. In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2020, Generation had $37 million in letters of credit outstanding related to the project. In December 2017, Generation’s interests in Antelope Valley were contributed to and are pledged as collateral for the EGR IV financing structures referenced below. Antelope Valley sells all of its output to PG&E through a PPA. On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code, which created an event of default for Antelope Valley’s nonrecourse debt that provided the lender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and payable. As a result of the event of default and in the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s and Generation’s Consolidated Balance Sheets in the first quarter of 2019. Further, distributions from Antelope Valley to EGR IV were suspended. The United States Bankruptcy Court entered an order on June 20, 2020 confirming PG&E’s plan of reorganization. On July 1, 2020 the plan became effective, and PG&E emerged from bankruptcy. On July 21, 2020, Antelope Valley received a waiver from the DOE for the event of default and, as such, distributions from Antelope Valley to EGR IV were permitted and the debt was classified as noncurrent as of June 30, 2020. The debt continues to be presented as noncurrent as of December 31, 2020. See Note 12 — Asset Impairments for additional information. Continental Wind, LLC. In September 2013, Continental Wind, an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million senior secured notes. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico, and Texas with a total net capacity of 667 MW. The net proceeds were distributed to Generation for its general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2020 and December 31, 2019, approximately $415 million and $447 million were outstanding, respectively. In addition, Continental Wind has a $122 million letter of credit facility and $4 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2020, the Continental Wind letter of credit facility had $114 million in letters of credit outstanding related to the project. In 2017, Generation’s interests in Continental Wind were contributed to EGRP. Refer to Note 23 - Variable Interest Entities for additional information on EGRP. Renewable Power Generation. In March 2016, RPG, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for paydown of long term debt obligations at Sacramento PV Energy and Constellation 322 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Debt and Credit Agreements Solar Horizons and for general business purposes. The loan is scheduled to mature on March 31, 2035. The term loan bears interest at a fixed rate of 4.11% payable semi-annually. As of December 31, 2020 and December 31, 2019, approximately $95 million and $106 million were outstanding, respectively. In 2017, Generation’s interests in RPG were contributed to EGRP. Refer to Note 23 - Variable Interest Entities for additional information on EGRP. SolGen, LLC. In September 2016, SolGen, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes. The net proceeds were distributed to Generation for general business purposes. The loan is scheduled to mature on September 30, 2036. The term loan bears interest at a fixed rate of 3.93% payable semi-annually. As of December 31, 2020 and December 31, 2019, approximately $125 million and $131 million were outstanding, respectively. As a result of the sale agreement with an affiliate of Brookfield Renewable in the fourth quarter of 2020, the outstanding balance was reclassified to Liabilities held for sale in Exelon's and Generation's Consolidated Balance Sheets as of December 31, 2020. In 2017, Generation’s interests in SolGen were contributed to and were pledged as collateral for the EGR IV financing structure. In December 2020, as part of the EGR IV financing, SolGen was removed from the collateral terms structured within the agreement. See EGR IV discussed below for additional information and Note 2 — Mergers, Acquisitions, and Dispositions for additional information on the sale agreement. ExGen Renewables IV. In November 2017, EGR IV, an indirect subsidiary of Exelon and Generation, entered into an $850 million nonrecourse senior secured term loan credit facility agreement with a maturity date of November 28, 2024. In addition to the financing, EGR IV entered into interest rate swaps with an initial notional amount of $636 million at an interest rate of 2.32% to manage a portion of the interest rate exposure in connection with the financing. In December 2020, EGR IV entered into a financing agreement for a $750 million nonrecourse senior secured term loan credit facility, scheduled to mature on December 15, 2027. The term loan bears interest at a variable rate equal to LIBOR plus 2.75%, subject to a 1% LIBOR floor with interest payable quarterly. In addition to the financing, EGR IV entered into interest rate swaps with an initial notional amount of $516 million at an interest rate of 1.05% to manage a portion of the interest rate exposure in connection with the financing. The proceeds were used to repay the November 2017 nonrecourse senior secured term loan credit facility of $850 million, of which $709 million was outstanding as of the retirement date in December of 2020, and to settle the November 2017 interest rate swap. Generation’s interests in EGRP and Antelope Valley remained contributed to and are pledged as collateral for this financing. As of December 31, 2020, $750 million was outstanding. See Note 23 — Variable Interest Entities for additional information on EGRP and Note 16 — Derivative Financial Instruments for additional information on interest rate swaps. 18. Fair Value of Financial Assets and Liabilities (All Registrants) Exelon measures and classifies fair value measurements in accordance with the hierarchy as defined by GAAP. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • • • Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Registrants have the ability to liquidate as of the reporting date. Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 — unobservable inputs, such as internally developed pricing models or third-party valuations for the asset or liability due to little or no market activity for the asset or liability. 323 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities Fair Value of Financial Liabilities Recorded at Amortized Cost The following tables present the carrying amounts and fair values of the Registrants’ short-term liabilities, long-term debt, SNF obligation, and trust preferred securities (long-term debt to financing trusts or junior subordinated debentures) as of December 31, 2020 and 2019. The Registrants have no financial liabilities classified as Level 1. The carrying amounts of the Registrants’ short-term liabilities as presented on their Consolidated Balance Sheets are representative of their fair value (Level 2) because of the short-term nature of these instruments. December 31, 2020 December 31, 2019 Carrying Amount Level 2 Fair Value Level 3 Total Carrying Amount Level 2 Fair Value Level 3 Total Long-Term Debt, including amounts due within one year 40,688 Exelon 36,912 $ $ (a) $ 3,064 $ 43,752 $ 36,039 $ 37,453 $ 2,580 $ 40,033 Generation ComEd PECO BGE PHI Pepco DPL 6,087 8,983 3,753 3,664 7,006 3,165 1,677 ACE Long-Term Debt to Financing Trusts Exelon 1,413 (a) 390 $ $ ComEd PECO SNF Obligation Exelon Generation 205 184 $ 1,208 $ 1,208 5,648 11,117 4,553 4,366 6,099 3,336 1,484 1,018 $ $ — — — 909 909 1,208 — 50 — 1,806 748 455 602 467 246 221 — — $ $ 6,856 11,117 4,603 4,366 7,905 4,084 1,939 1,620 7,974 8,491 3,405 3,270 6,563 2,864 1,567 1,327 7,304 9,848 3,868 3,649 5,902 3,198 1,408 1,026 $ $ 467 246 221 909 909 $ 390 205 184 $ — — — 1,199 $ 1,199 1,055 $ 1,055 1,366 — 50 — 1,164 388 311 464 428 227 201 — — $ $ 8,670 9,848 3,918 3,649 7,066 3,586 1,719 1,490 428 227 201 1,055 1,055 __________ (a) Includes unamortized debt issuance costs which are not fair valued. Refer to Note 17 — Debt and Credit Agreements for each Registrants’ unamortized debt issuance costs. 324 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities Exelon uses the following methods and assumptions to estimate fair value of financial liabilities recorded at carrying cost: Type Level Registrants Valuation Long-Term Debt, including amounts due within one year Taxable Debt Securities Variable Rate Financing Debt Taxable Private Placement Debt Securities Government Backed Fixed Rate Project Financing Debt Non-Government Backed Fixed Rate Nonrecourse Debt Long-Term Debt to Financing Trusts Long Term Debt to Financing Trusts SNF Obligation 2 2 3 3 3 3 All The fair value is determined by a valuation model that is based on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves. Exelon obtains credit spreads based on trades of existing Exelon debt securities as well as other issuers in the utility sector with similar credit ratings. The yields are then converted into discount rates of various tenors that are used for discounting the respective cash flows of the same tenor for each bond or note. Exelon, Generation, DPL Debt rates are reset on a regular basis and the carrying value approximates fair value. Exelon, Pepco, DPL, ACE Exelon, Generation Exelon, Generation, Pepco Rates are obtained similar to the process for taxable debt securities. Due to low trading volume and qualitative factors such as market conditions, low volume of investors, and investor demand, these debt securities are Level 3. The fair value is similar to the process for taxable debt securities. Due to the lack of market trading data on similar debt, the discount rates are derived based on the original loan interest rate spread to the applicable U.S. Treasury rate as well as a current market curve derived from government-backed securities. Fair value is based on market and quoted prices for its own and other nonrecourse debt with similar risk profiles. Given the low trading volume in the nonrecourse debt market, the price quotes used to determine fair value will reflect certain qualitative factors, such as market conditions, investor demand, new developments that might significantly impact the project cash flows or off-taker credit, and other circumstances related to the project. Exelon, ComEd, PECO Fair value is based on publicly traded securities issued by the financing trusts. Due to low trading volume of these securities and qualitative factors, such as market conditions, investor demand, and circumstances related to each issue, this debt is classified as Level 3. SNF Obligation 2 Exelon, Generation The carrying amount is derived from a contract with the DOE to provide for disposal of SNF from Generation’s nuclear generating stations. When determining the fair value of the obligation, the future carrying amount of the SNF obligation is calculated by compounding the current book value of the SNF obligation at the 13-week U.S. Treasury rate. The compounded obligation amount is discounted back to present value using Generation’s discount rate, which is calculated using the same methodology as described above for the taxable debt securities, and an estimated maturity date of 2035 and 2030 for the years ended December 31, 2020 and 2019, respectively. Recurring Fair Value Measurements The following tables present assets and liabilities measured and recorded at fair value in the Registrants' Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2020 and 2019: 325 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities Exelon and Generation Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total Exelon Generation $ 686 $ — $ — $ — $ 686 $ 124 $ — $ — $ — $ 124 (a) As of December 31, 2020 Assets Cash equivalents NDT fund investments Cash equivalents Equities Fixed income (b) (c) Corporate debt U.S. Treasury and agencies Foreign governments State and municipal debt Other Fixed income subtotal Private credit Private equity Real estate NDT fund investments subtotal (d)(e) Rabbi trust investments Cash equivalents Mutual funds Fixed income Life insurance contracts Rabbi trust investments subtotal (f) Investments in equities Commodity derivative assets Economic hedges Proprietary trading Effect of netting and allocation of collateral (g)(h) Commodity derivative assets subtotal DPP consideration Total assets Liabilities Commodity derivative liabilities Economic hedges Proprietary trading Effect of netting and allocation of collateral (g)(h) Commodity derivative liabilities subtotal Deferred compensation obligation Total liabilities Total net assets — — 285 — — — — 285 212 — — 497 — — — 34 34 — 1,599 27 (905) 721 — 1,252 210 3,886 95 2,077 — 1,485 1,871 — — — 1,871 — — — 126 56 101 41 1,809 — — — 5,967 3,981 60 91 — — 151 195 745 — — — 11 87 98 — 1,914 17 (607) (1,597) 334 639 5,052 138 — 7,137 (682) — 540 (142) — (142) (1,928) (21) (1,655) (4) 1,918 1,067 (31) (145) (176) (592) — (592) — — 285 — — — — 285 212 — — 497 — — — — — — 1,599 27 (905) 721 — 1,218 — 1,562 — — — — 961 961 629 504 679 305 7,525 1,770 1,997 56 101 1,002 4,926 841 504 679 210 3,886 95 2,077 — 1,485 1,871 — — — 1,871 — — — 126 56 101 41 1,809 — — — 4,335 14,780 5,967 3,981 — — — — — — — — — — — 4,335 — — — — — — 60 91 11 121 283 195 4,258 44 (3,109) 1,193 639 17,776 (4,265) (25) 3,525 (765) (145) (910) 4 29 — — 33 195 745 — — — — 28 28 — 1,914 17 (607) (1,597) 334 639 4,982 138 — 6,457 (682) — 540 (142) — (142) (1,928) (21) (1,354) (4) 1,918 1,067 (31) (42) (73) (291) — (291) — 1,562 — — — — 961 961 629 504 679 305 7,525 1,770 1,997 56 101 1,002 4,926 841 504 679 4,335 14,780 — — — — — — — — — — — 4,335 — — — — — — 4 29 — 28 61 195 4,258 44 (3,109) 1,193 639 16,992 (3,964) (25) 3,525 (464) (42) (506) $ 6,995 $ 4,876 $ 660 $ 4,335 $ 16,866 $ 6,315 $ 4,909 $ 927 $ 4,335 $ 16,486 326 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities (a) As of December 31, 2019 Assets Cash equivalents NDT fund investments Cash equivalents Equities Fixed income (b) (c) Corporate debt U.S. Treasury and agencies Foreign governments State and municipal debt Other Fixed income subtotal Private credit Private equity Real estate NDT fund investments subtotal (d)(e) Rabbi trust investments Cash equivalents Mutual funds Fixed income Life insurance contracts Rabbi trust investments subtotal Commodity derivative assets Economic hedges Proprietary trading Effect of netting and allocation of collateral (g)(h) Commodity derivative assets subtotal Total assets Liabilities Commodity derivative liabilities Economic hedges Proprietary trading Effect of netting and allocation of collateral (g)(h) Commodity derivative liabilities subtotal Deferred compensation obligation Total liabilities Total net assets Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total Exelon Generation $ 639 $ — $ — $ — $ 639 $ 214 $ — $ — $ — $ 214 365 3,353 87 1,801 — 1,421 1,808 — — — 1,808 — — — 131 42 90 33 1,717 — — — 5,526 3,605 50 81 — — 131 768 — — — 12 78 90 2,491 37 (908) (2,162) (140) 6,156 366 4,061 — — 257 — — — — 257 254 — — 511 — — — 41 41 1,485 60 (588) 957 1,509 (1,071) — (2,855) (34) (1,228) (15) 1,071 2,714 — — — (175) (147) (322) 802 (441) — (441) — 1,388 — — — — 953 953 508 402 607 452 6,542 1,678 1,939 42 90 986 4,735 762 402 607 365 3,353 87 1,801 — 1,421 1,808 — — — 1,808 — — — 131 42 90 33 1,717 — — — 3,858 13,500 5,526 3,605 — — — — — — — — — 3,858 — — — — — — 50 81 12 119 262 4,744 97 (3,658) 1,183 15,584 4 25 — — 29 768 — (908) (140) 5,629 — — — 25 25 2,491 37 (2,162) 366 3,996 (5,154) (49) (1,071) — (2,855) (34) 4,587 1,071 2,714 (616) (147) (763) — — — (175) (41) (216) — — 257 — — — — 257 254 — — 511 — — — — — 1,485 60 (588) 957 1,468 (927) (15) 802 (140) — (140) — 1,388 — — — — 953 953 508 402 607 452 6,542 1,678 1,939 42 90 986 4,735 762 402 607 3,858 13,500 — — — — — — — — — 3,858 — — — — — — 4 25 — 25 54 4,744 97 (3,658) 1,183 14,951 (4,853) (49) 4,587 (315) (41) (356) $ 6,156 $ 3,739 $ 1,068 $ 3,858 $ 14,821 $ 5,629 $ 3,780 $ 1,328 $ 3,858 $ 14,595 __________ (a) Exelon excludes cash of $409 million and $373 million at December 31, 2020 and 2019, respectively, and restricted cash of $59 million and $110 million at December 31, 2020 and 2019, respectively, and includes long-term restricted cash of $53 million and $177 million at December 31, 2020 and 2019, respectively, which is reported in Other deferred debits in 327 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities (b) (c) (d) the Consolidated Balance Sheets. Generation excludes cash of $171 million and $177 million at December 31, 2020 and 2019, respectively, and restricted cash of $20 million and $58 million at December 31, 2020 and 2019, respectively. Includes $116 million and $90 million of cash received from outstanding repurchase agreements at December 31, 2020 and 2019, respectively, and is offset by an obligation to repay upon settlement of the agreement as discussed in (e) below. Includes investments in equities sold short of $(62) million and $(48) million as of December 31, 2020 and 2019, respectively, held in an investment vehicle primarily to hedge the equity option component of its convertible debt. Includes derivative assets of $2 million and $2 million, which have total notional amounts of $1,043 million and $724 million at December 31, 2020 and 2019, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the periods ended and do not represent the amount of Exelon and Generation's exposure to credit or market loss. (e) Excludes net liabilities of $181 million and $147 million at December 31, 2020 and 2019, respectively, which include certain derivative assets that have notional amounts of $104 million and $99 million at December 31, 2020 and 2019, respectively. These items consist of receivables related to pending securities sales, interest and dividend receivables, repurchase agreement obligations, and payables related to pending securities purchases. The repurchase agreements are generally short-term in nature with durations generally of 30 days or less. (f) Reflects equity investments held by Generation which were previously designated as equity investments without readily determinable fair values but are now publicly traded and therefore have readily determinable fair values. Generation recorded the fair value of these investments in Other current assets on Exelon's and Generation's Consolidated Balance Sheets based on the quoted market prices of the stocks at December 31, 2020, which resulted in an unrealized gain of $186 million within Other, net in Exelon's and Generation's Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2020. (g) Collateral posted/(received) from counterparties, net of collateral paid to counterparties, totaled $(67) million, $321 million, and $162 million allocated to Level 1, Level 2, and Level 3 mark-to-market derivatives, respectively, as of December 31, 2020. Collateral posted/(received) from counterparties, net of collateral paid to counterparties, totaled $163 million, $551 million, and $214 million allocated to Level 1, Level 2, and Level 3 mark-to-market derivatives, respectively, as of December 31, 2019. (h) Of the collateral posted/(received), $209 million and $511 million represents variation margin on the exchanges as of December 31, 2020 and 2019, respectively. As of December 31, 2020, Exelon and Generation have outstanding commitments to invest in private credit, private equity, and real estate investments of approximately $195 million, $254 million, and $369 million, respectively. These commitments will be funded by Generation’s existing NDT funds. Exelon and Generation held investments without readily determinable fair values with carrying amounts of $73 million and $55 million as of December 31, 2020, respectively. Exelon and Generation held investments without readily determinable fair values with carrying amounts of $69 million as of December 31, 2019. Changes in fair value, cumulative adjustments, and impairments were not material for the years ended December 31, 2020 and December 31, 2019. ComEd, PECO, and BGE As of December 31, 2020 Assets Cash equivalents Rabbi trust investments Mutual funds Life insurance contracts (a) Rabbi trust investments subtotal Total assets Liabilities Mark-to-market derivative liabilities Deferred compensation obligation (b) Total liabilities — — — 285 — — — Total net assets (liabilities) $ 285 $ ComEd PECO BGE Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total $ 285 $ — $ — $ 285 $ 8 $ — $ — $ 8 $ 120 $ — $ — $ 120 — — — — — (8) (8) (8) $ — — — — (301) — (301) (301) — — — 285 (301) (8) (309) $ (24) $ 9 — 9 17 — — — 17 $ 328 — 13 13 13 — (9) (9) 4 $ — — — — — — — — $ 9 13 22 30 — (9) (9) 21 10 — 10 130 — — — $ 130 $ — — — — — (5) (5) (5) $ — — — — — — — — 10 — 10 130 — (5) (5) $ 125 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities As of December 31, 2019 Assets Cash equivalents Rabbi trust investments Mutual funds Life insurance contracts (a) Rabbi trust investments subtotal Total assets Liabilities Mark-to-market derivative liabilities Deferred compensation obligation (b) Total liabilities Total net assets (liabilities) $ 280 $ ComEd PECO BGE Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total $ 280 $ — $ — $ 280 $ 15 $ — $ — $ 15 $ — $ — $ — $ — — — 280 — — — — — — — — (8) (8) (8) $ — — — — (301) — (301) (301) — — — 280 (301) (8) (309) $ (29) $ 8 — 8 23 — — — 23 $ — 11 11 11 — (9) (9) 2 $ — — — — — — — — $ 8 11 19 34 — (9) (9) 25 $ 8 — 8 8 — — — 8 $ — — — — — (5) (5) (5) $ — — — — — — — — $ — 8 — 8 8 — (5) (5) 3 __________ (a) ComEd excludes cash of $83 million and $90 million at December 31, 2020 and 2019, respectively, and restricted cash of $37 million and $33 million at December 31, 2020 and 2019, respectively, and includes long-term restricted cash of $43 million and $163 million at December 31, 2020 and 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. PECO excludes cash of $18 million and $12 million at December 31, 2020 and 2019, respectively. BGE excludes cash of $24 million at both December 31, 2020 and 2019, respectively, and restricted cash of $1 million at both December 31, 2020 and 2019, respectively. (b) The Level 3 balance consists of the current and noncurrent liability of $33 million and $268 million, respectively, at December 31, 2020 and $32 million and $269 million, respectively, at December 31, 2019 related to floating-to-fixed energy swap contracts with unaffiliated suppliers. PHI, Pepco, DPL, and ACE PHI (a) Assets Cash equivalents Rabbi trust investments Cash equivalents Mutual funds Fixed income Life insurance contracts Rabbi trust investments subtotal Total assets Liabilities Deferred compensation obligation Total liabilities Total net assets As of December 31, 2020 As of December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total $ 86 $ — $ — $ 86 $ 124 $ — $ — $ 55 14 11 60 140 226 (17) (17) 44 14 — — 58 182 — — $ 209 $ 182 $ — — 12 24 36 36 (19) (19) 17 $ — — — 41 41 41 — — 41 $ 55 14 — — 69 155 — — $ 155 $ — — 11 26 37 37 (17) (17) 20 $ — — — 34 34 34 — — 34 329 124 44 14 12 65 135 259 (19) (19) 240 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities (a) As of December 31, 2020 Assets Cash equivalents Rabbi trust investments Cash equivalents Fixed income Life insurance contracts Rabbi trust investments subtotal Total assets Liabilities Deferred compensation obligation Total liabilities Total net assets As of December 31, 2019 (a) Assets Cash equivalents Rabbi trust investments Cash equivalents Fixed income Life insurance contracts Rabbi trust investments subtotal Total assets Liabilities Deferred compensation obligation Total liabilities Total net assets Pepco DPL ACE Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total $ 35 $ — $ — $ 35 $ — $ — $ — $ — $ 13 $ — $ — $ 13 53 — — 53 88 — — 88 $ — 2 26 28 28 (2) (2) 26 $ — — 34 34 34 — — 34 $ 53 2 60 115 150 (2) (2) $ 148 $ — — — — — — — — $ — — — — — — — — $ — — — — — — — — $ — — — — — — — — $ — — — — 13 — — 13 $ — — — — — — — — $ — — — — — — — — $ — — — — 13 — — 13 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pepco DPL ACE $ 34 $ — $ — $ 34 $ — $ — $ — $ — $ 16 $ — $ — $ 16 43 — — 43 77 — — 77 $ — 2 24 26 26 (2) (2) 24 $ — — 41 41 41 — — 41 $ 43 2 65 110 144 (2) (2) $ 142 $ — — — — — — — — $ — — — — — — — — $ — — — — — — — — $ — — — — — — — — $ — — — — 16 — — 16 $ — — — — — — — — $ — — — — — — — — $ — — — — 16 — — 16 __________ (a) PHI excludes cash of $74 million and $57 million at December 31, 2020 and 2019, respectively, and includes long-term restricted cash of $10 million and $14 million at December 31, 2020 and 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. Pepco excludes cash of $30 million and $29 million at December 31, 2020 and 2019, respectively. DPL excludes cash of $15 million and $13 million at December 31, 2020 and 2019, respectively. ACE excludes cash of $17 million and $12 million at December 31, 2020 and 2019, respectively, and includes long-term restricted cash of $10 million and $14 million at December 31, 2020 and 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. 330 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities Reconciliation of Level 3 Assets and Liabilities The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2020 and 2019: For the year ended December 31, 2020 Total NDT Fund Investments Exelon Generation Mark-to-Market Derivatives Total Generation ComEd Mark-to-Market Derivatives PHI and Pepco Life Insurance Contracts Eliminated in Consolidation $ 1,068 $ 511 $ 817 $ 1,328 $ (301) $ 41 $ Balance as of January 1, 2020 Total realized / unrealized gains (losses) Included in net income Included in noncurrent payables to affiliates Included in regulatory assets/liabilities Change in collateral Purchases, sales, issuances and settlements Purchases Sales Settlements Transfers into Level 3 Transfers out of Level 3 Balance as of December 31, 2020 The amount of total gains included in net income attributed to the change in unrealized gains (losses) related to assets and liabilities held as of December 31, 2020 $ $ (414) (a) (412) 21 — (53) 151 (27) (45) (12) (24) (b) — — — — — — — — — $ $ 927 $ (301) 8 $ — $ $ (409) — 21 (53) 151 (27) (55) (12) (24) 2 21 — — 8 — (45) — — 660 $ 497 $ — — (53) 143 (27) — (12) (24) 430 (c) (c) 11 $ 2 $ 6 331 3 — — — — — (10) — — 34 $ 3 $ — — (21) 21 — — — — — — — — Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) For the year ended December 31, 2019 Balance as of January 1, 2019 Total realized / unrealized gains (losses) Included in net income Included in noncurrent payables to affiliates Included in regulatory assets/liabilities Change in collateral Purchases, sales, issuances and settlements Purchases Sales Settlements Transfers into Level 3 Transfers out of Level 3 Balance as of December 31, 2019 The amount of total gains included in net income attributed to the change in unrealized gains (losses) related to assets and liabilities held as of December 31, 2019 $ $ $ Exelon Total 907 (23) — (18) 138 176 (23) (89) 5 (5) 1,068 $ Note 18 — Fair Value of Financial Assets and Liabilities Generation Mark-to-Market Derivatives Total Generation ComEd Mark-to-Market Derivatives PHI and Pepco Life Insurance Contracts Eliminated in Consolidation 575 $ 1,118 $ (249) $ 38 $ NDT Fund Investments 543 $ $ 5 34 — — 44 (21) (94) — — 511 $ (31) (a) — — 138 132 (2) 5 5 (5) (c) (c) 817 (26) 34 — 138 176 (23) (89) 5 (5) — — (52) — (b) — — — — — $ $ 1,328 $ (301) 356 $ — $ $ 3 — — — — — — — — 41 $ 3 $ — — (34) 34 — — — — — — — — 359 $ 5 $ 351 __________ (a) (b) Includes a reduction for the reclassification of $420 million and $377 million of realized gains due to the settlement of derivative contracts for the years ended December 31, 2020 and 2019, respectively. Includes $33 million of decreases in fair value and an increase for realized losses due to settlements of $33 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2020. Includes $78 million of decreases in fair value and an increase for realized losses due to settlements of $26 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2019. (c) Transfers into and out of Level 3 generally occur when the contract tenor becomes less and more observable, respectively, primarily due to changes in market liquidity or assumptions for certain commodity contracts. The following tables present the income statement classification of the total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2020 and 2019: Operating Revenues Purchased Power and Fuel Operating and Maintenance Other, net Operating Revenues Exelon Generation Purchased Power and Fuel PHI and Pepco Other, net Operating and Maintenance Total (losses) gains included in net income for the year ended December 31, 2020 Change in unrealized (losses) gains relating to assets and liabilities held for the year ended December 31, 2020 $ (404) $ (10) $ 3 $ 2 $ (404) $ (10) $ 2 $ (31) 37 3 2 (31) 37 2 3 3 332 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities Exelon Operating Revenues Purchased Power and Fuel Operating and Maintenance Other, net Operating Revenues Generation Purchased Power and Fuel PHI and Pepco Other, net Operating and Maintenance Total gains (losses) included in net income for the year ended December 31, 2019 $ Change in unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2019 219 $ (245) $ 3 $ 5 $ 219 $ (245) $ 5 $ 546 (195) 3 5 546 (195) 5 3 3 Valuation Techniques Used to Determine Fair Value Cash Equivalents (All Registrants). Investments with original maturities of three months or less when purchased, including mutual and money market funds, are considered cash equivalents. The fair values are based on observable market prices and, therefore, are included in the recurring fair value measurements hierarchy as Level 1. NDT Fund Investments (Exelon and Generation). The trust fund investments have been established to satisfy Generation’s and CENG's nuclear decommissioning obligations as required by the NRC. The NDT funds hold debt and equity securities directly and indirectly through commingled funds and mutual funds, which are included in equities and fixed income. Generation’s and CENG's NDT fund investments policies outline investment guidelines for the trusts and limit the trust funds’ exposures to investments in highly illiquid markets and other alternative investments, including private credit, private equity, and real estate. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities are considered cash equivalents and included in the recurring fair value measurements hierarchy as Level 1 or Level 2. Equities. These investments consist of individually held equity securities, equity mutual funds, and equity commingled funds in domestic and foreign markets. With respect to individually held equity securities, the trustees obtain prices from pricing services, whose prices are generally obtained from direct feeds from market exchanges, which Exelon and Generation are able to independently corroborate. Equity securities held individually, including real estate investment trusts, rights, and warrants, are primarily traded on exchanges that contain only actively traded securities due to the volume trading requirements imposed by these exchanges. The equity securities that are held directly by the trust funds are valued based on quoted prices in active markets and categorized as Level 1. Certain equity securities have been categorized as Level 2 because they are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities. Certain private placement equity securities are categorized as Level 3 because they are not publicly traded and are priced using significant unobservable inputs. Equity commingled funds and mutual funds are maintained by investment companies, and fund investments are held in accordance with a stated set of fund objectives. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For equity commingled funds and mutual funds which are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets of the underlying securities and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly or more frequently, with 30 or less days of notice and without further restrictions. Fixed income. For fixed income securities, which consist primarily of corporate debt securities, U.S. government securities, foreign government securities, municipal bonds, asset and mortgage-backed securities, commingled funds, mutual funds, and derivative instruments, the trustees obtain multiple prices from pricing vendors whenever possible, which enables cross-provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class, or issue for each security. With respect to individually held fixed income securities, the trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustees determine that another price source is considered to be preferable. Exelon and Generation have obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Exelon and Generation selectively 333 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities corroborate the fair values of securities by comparison to other market-based price sources. Investments in U.S. Treasury securities have been categorized as Level 1 because they trade in highly-liquid and transparent markets. Certain private placement fixed income securities have been categorized as Level 3 because they are priced using certain significant unobservable inputs and are typically illiquid. The remaining fixed income securities, including certain other fixed income investments, are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized as Level 2. Other fixed income investments primarily consist of fixed income commingled funds and mutual funds, which are maintained by investment companies and hold fund investments in accordance with a stated set of fund objectives. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For fixed income commingled funds and mutual funds which are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets of the underlying securities and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly or more frequently, with 30 or less days of notice and without further restrictions. Derivative instruments. These instruments, consisting primarily of futures and swaps to manage risk, are recorded at fair value. Over-the-counter derivatives are valued daily, based on quoted prices in active markets and trade in open markets, and have been categorized as Level 1. Derivative instruments other than over-the-counter derivatives are valued based on external price data of comparable securities and have been categorized as Level 2. Private credit. Private credit investments primarily consist of investments in private debt strategies. These investments are generally less liquid assets with an underlying term of 3 to 5 years and are intended to be held to maturity. The fair value of these investments is determined by the fund manager or administrator using a combination of valuation models including cost models, market models, and income models and typically cannot be redeemed until maturity of the term loan. Private credit investments held directly by Exelon and Generation are categorized as Level 3 because they are based largely on inputs that are unobservable and utilize complex valuation models. For managed private credit funds, the fair value is determined using a combination of valuation models including cost models, market models, and income models and typically cannot be redeemed until maturity of the term loan. Managed private credit fund investments are not classified within the fair value hierarchy because their fair value is determined using NAV or its equivalent as a practical expedient. Private equity. These investments include those in limited partnerships that invest in operating companies that are not publicly traded on a stock exchange such as leveraged buyouts, growth capital, venture capital, distressed investments, and investments in natural resources. These investments typically cannot be redeemed and are generally liquidated over a period of 8 to 10 years from the initial investment date, which is based on Exelon's understanding of the investment funds. Private equity valuations are reported by the fund manager and are based on the valuation of the underlying investments, which include unobservable inputs such as cost, operating results, discounted future cash flows, and market based comparable data. These valuation inputs are unobservable. The fair value of private equity investments is determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy. Real estate. These investments are funds with a direct investment in pools of real estate properties. These funds are reported by the fund manager and are generally based on independent appraisals from sources with professional qualifications, typically using a combination of market comparables and discounted cash flows. These valuation inputs are unobservable. The fair value of real estate investments is determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy. Generation evaluated its NDT portfolios for the existence of significant concentrations of credit risk as of December 31, 2020. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2020, there were no significant concentrations (generally defined as greater than 10 percent) of risk in Generation's NDT assets. See Note 10 — Asset Retirement Obligations for additional information on the NDT fund investments. See Note 15 — Retirement Benefits for the valuation techniques used for hedge fund investments. 334 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities Rabbi Trust Investments (Exelon, Generation, PECO, BGE, PHI, Pepco, DPL, and ACE). The Rabbi trusts were established to hold assets related to deferred compensation plans existing for certain active and retired members of Exelon’s executive management and directors. The Rabbi trusts' assets are included in investments in the Registrants’ Consolidated Balance Sheets and consist primarily of money market funds, mutual funds, fixed income securities, and life insurance policies. Money market funds and mutual funds are publicly quoted and have been categorized as Level 1 given the clear observability of the prices. The fair values of fixed income securities are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2. The life insurance policies are valued using the cash surrender value of the policies, net of loans against those policies, which is provided by a third-party. Certain life insurance policies, which consist primarily of mutual funds that are priced based on observable market data, have been categorized as Level 2 because the life insurance policies can be liquidated at the reporting date for the value of the underlying assets. Life insurance policies that are valued using unobservable inputs have been categorized as Level 3, where the fair value is determined based on the cash surrender value of the policy, which contains unobservable inputs and assumptions. Because Exelon relies on its third-party insurance provider to develop the inputs without adjustment for the valuations of its Level 3 investments, quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available to Exelon. Therefore, Exelon has not disclosed such inputs. Deferred Compensation Obligations (All Registrants). The Registrants’ deferred compensation plans allow participants to defer certain cash compensation into a notional investment account. The Registrants include such plans in other current and noncurrent liabilities in their Consolidated Balance Sheets. The value of the Registrants’ deferred compensation obligations is based on the market value of the participants’ notional investment accounts. The underlying notional investments are comprised primarily of equities, mutual funds, commingled funds, and fixed income securities which are based on directly and indirectly observable market prices. Since the deferred compensation obligations themselves are not exchanged in an active market, they are categorized as Level 2 in the fair value hierarchy. The value of certain employment agreement obligations (which are included with the Deferred Compensation Obligation in the tables above) are based on a known and certain stream of payments to be made over time and are categorized as Level 2 within the fair value hierarchy. Investments in Equities (Exelon and Generation). Exelon and Generation hold certain investments in equity securities with readily determinable fair values in addition to those held within the NDT funds. These equity securities are valued based on quoted prices in active markets and are categorized as Level 1. Deferred Purchase Price Consideration (Exelon and Generation). Exelon and Generation have DPP consideration for the sale of certain receivables of retail electricity at Generation. This amount is valued based on the sales price of the receivables net of allowance for credit losses based on accounts receivable aging historical experience coupled with specific identification through a credit monitoring process, which considers current conditions and forward-looking information such as industry trends, macroeconomic factors, changes in the regulatory environment, external credit ratings, publicly available news, payment status, payment history, and the exercise of collateral calls. Since the DPP consideration is based on the sales price of the receivables, it is categorized as Level 2 in the fair value hierarchy. See Note 6 — Accounts Receivable for additional information on the sale of certain receivables. Mark-to-Market Derivatives (Exelon, Generation, and ComEd). Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask, mid-point prices and are obtained from sources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. This includes consideration of actual transaction volumes, market delivery points, bid-ask spreads, and contract duration. The remainder of derivative contracts are valued using the Black model, an industry standard option valuation model. The Black model takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the future prices of energy, interest rates, volatility, credit worthiness, and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps, and options, model inputs are generally observable. Such instruments are categorized in Level 2. The Registrants’ derivatives are predominantly at liquid trading points. 335 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities For derivatives that trade in less liquid markets with limited pricing information, model inputs generally would include both observable and unobservable inputs. These valuations may include an estimated basis adjustment from an illiquid trading point to a liquid trading point for which active price quotations are available. Such instruments are categorized in Level 3. For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations whose contract tenure extends into unobservable periods. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility, and contract duration. Such instruments are categorized in Level 3 as the model inputs generally are not observable. Forward price curves for the power market utilized by the front office to manage the portfolio, are reviewed and verified by the middle office, and used for financial reporting by the back office. The Registrants consider credit and nonperformance risk in the valuation of derivative contracts categorized in Level 2 and 3, including both historical and current market data, in their assessment of credit and nonperformance risk by counterparty. Due to master netting agreements and collateral posting requirements, the impacts of credit and nonperformance risk were not material to the financial statements. Disclosed below is detail surrounding the Registrants’ significant Level 3 valuations. The calculated fair value includes marketability discounts for margining provisions and other attributes. Generation’s Level 3 balance generally consists of forward sales and purchases of power and natural gas and certain transmission congestion contracts. Generation utilizes various inputs and factors including market data and assumptions that market participants would use in pricing assets or liabilities as well as assumptions about the risks inherent in the inputs to the valuation technique. The inputs and factors include forward commodity prices, commodity price volatility, contractual volumes, delivery location, interest rates, credit quality of counterparties, and credit enhancements. For commodity derivatives, the primary input to the valuation models is the forward commodity price curve for each instrument. Forward commodity price curves are derived by risk management for liquid locations and by the traders and portfolio managers for illiquid locations. All locations are reviewed and verified by risk management considering published exchange transaction prices, executed bilateral transactions, broker quotes, and other observable or public data sources. The relevant forward commodity curve used to value each of the derivatives depends on a number of factors, including commodity type, delivery location, and delivery period. Price volatility varies by commodity and location. When appropriate, Generation discounts future cash flows using risk free interest rates with adjustments to reflect the credit quality of each counterparty for assets and Generation’s own credit quality for liabilities. The level of observability of a forward commodity price varies generally due to the delivery location and delivery period. Certain delivery locations including PJM West Hub (for power) and Henry Hub (for natural gas) are more liquid and prices are observable for up to three years in the future. The observability period of volatility is generally shorter than the underlying power curve used in option valuations. The forward curve for a less liquid location is estimated by using the forward curve from the liquid location and applying a spread to represent the cost to transport the commodity to the delivery location. This spread does not typically represent a majority of the instrument’s market price. As a result, the change in fair value is closely tied to liquid market movements and not a change in the applied spread. The change in fair value associated with a change in the spread is generally immaterial. An average spread calculated across all Level 3 power and gas delivery locations is approximately $2.49 and $0.38 for power and natural gas, respectively. Many of the commodity derivatives are short term in nature and thus a majority of the fair value may be based on observable inputs even though the contract as a whole must be classified as Level 3. 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. See Note 16 — Derivative Financial Instruments for additional information. The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and internal modeling assumptions. The modeling assumptions include using natural gas heat rates to project long term forward power curves adjusted by a renewable factor that incorporates time of day and seasonality factors to reflect accurate renewable energy pricing. In addition, marketability reserves are applied to the positions based on the tenor and supplier risk. See Note 16 — Derivative Financial Instruments for additional information on mark-to-market derivatives. 336 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Fair Value of Financial Assets and Liabilities The following table presents the significant inputs to the forward curve used to value these positions: Type of trade Mark-to-market derivatives— Economic hedges (Exelon and Generation) (a)(b) Mark-to-market derivatives— Proprietary trading (Exelon and Generation) (a)(b) Mark-to-market derivatives (Exelon and ComEd) $ $ $ Fair Value at December 31, 2020 Fair Value at December 31, 2019 Valuation Technique Unobservable Input 245 $ Discounted Cash Flow Forward power price 558 Option Model Forward gas price Volatility percentage 23 $ Discounted Cash Flow Forward power price 45 (301) $ (301) Discounted Cash Flow Forward heat rate (c) Marketability reserve Renewable factor 2020 Range & Arithmetic Average 2019 Range & Arithmetic Average $2.25 $1.57 11% $10 8x 3% 91% - - - - - - - $163 $30 $9 $7.88 $2.59 $0.83 237% 32% 8% $106 $27 $25 9x 8% 8.85x 4.93% 9x 3% 123% 99% 91% - - - - - - - $180 $29 $10.72 $2.55 236% 70% $180 $33 10x 7% 9.68x 4.95% 123% 99% __________ (a) The valuation techniques, unobservable inputs, ranges, and arithmetic averages are the same for the asset and liability positions. (b) The fair values do not include cash collateral posted on level three positions of $162 million and $214 million as of December 31, 2020 and December 31, 2019, respectively. (c) Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve is extrapolated beyond its observable period to the end of the contract’s delivery. The inputs listed above, which are as of the balance sheet date, would have a direct impact on the fair values of the above instruments if they were adjusted. The significant unobservable inputs used in the fair value measurement of Generation’s commodity derivatives are forward commodity prices and for options is price volatility. Increases (decreases) in the forward commodity price in isolation would result in significantly higher (lower) fair values for long positions (contracts that give Generation the obligation or option to purchase a commodity), with offsetting impacts to short positions (contracts that give Generation the obligation or right to sell a commodity). Increases (decreases) in volatility would increase (decrease) the value for the holder of the option (writer of the option). Generally, a change in the estimate of forward commodity prices is unrelated to a change in the estimate of volatility of prices. An increase to the reserves listed above would decrease the fair value of the positions. An increase to the heat rate or renewable factors would increase the fair value accordingly. Generally, interrelationships exist between market prices of natural gas and power. As such, an increase in natural gas pricing would potentially have a similar impact on forward power markets. 337 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies 19. Commitments and Contingencies (All Registrants) Commitments PHI Merger Commitments (Exelon, PHI, Pepco, DPL, and ACE). Approval of the PHI merger in Delaware, New Jersey, Maryland, and the District of Columbia was conditioned upon Exelon and PHI agreeing to certain commitments. The following amounts represent total commitment costs that have been recorded since the acquisition date and the total remaining obligations for Exelon, PHI, Pepco, DPL, and ACE as of December 31, 2020: Description Total commitments Remaining commitments (a) Exelon PHI Pepco DPL ACE $ 513 $ 320 $ 120 $ 82 67 55 89 $ 7 111 5 __________ (a) Remaining commitments extend through 2026 and include rate credits, energy efficiency programs, and delivery system modernization. In addition, Exelon is committed to develop or to assist in the commercial development of approximately 37 MWs of new solar generation in Maryland, District of Columbia, and Delaware at an estimated cost of approximately $135 million, which will generate future earnings at Exelon and Generation. Investment costs, which are expected to be primarily capital in nature, are recognized as incurred and recorded in Exelon's and Generation's financial statements. As of December 31, 2020, 27 MWs of new generation were developed and Exelon and Generation have incurred costs of $119 million. Exelon has also committed to purchase 100 MWs of wind energy in PJM. DPL has committed to conducting three RFPs to procure up to a total of 120 MWs of wind RECs for the purpose of meeting Delaware's renewable portfolio standards. DPL has conducted two of the three wind REC RFPs. The first 40 MW wind REC tranche was conducted in 2017 and did not result in a purchase agreement. The second 40 MW wind REC tranche was conducted in 2018 and resulted in a proposed REC purchase agreement that was approved by the DPSC in March 2019. The third and final 40 MW wind REC tranche will be conducted in 2022. 338 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies Commercial Commitments (All Registrants). The Registrants' commercial commitments as of December 31, 2020, representing commitments potentially triggered by future events, were as follows: Exelon Letters of credit (a) Surety bonds Financing trust guarantees Guaranteed lease residual values (b) Total commercial commitments Generation Letters of credit (a) Surety bonds Total commercial commitments ComEd Letters of credit (a) Surety bonds Financing trust guarantees Total commercial commitments PECO Surety bonds (a) Financing trust guarantees Total commercial commitments BGE Letters of credit (a) Surety bonds Total commercial commitments PHI (a) Surety bonds Guaranteed lease residual values (b) Total commercial commitments Pepco Surety bonds (a) Guaranteed lease residual values (b) Total commercial commitments DPL (a) Surety bonds Guaranteed lease residual values (b) Total commercial commitments ACE Surety bonds (a) Guaranteed lease residual values (b) Total commercial commitments Total 2021 2022 2023 2024 2025 2026 and beyond Expiration within $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,243 $ 1,070 378 28 2,719 $ 1,179 $ 1,017 — 2 2,198 $ 1,228 $ 1,164 $ 926 873 2,154 $ 2,037 $ 7 $ 16 200 223 $ 2 $ 178 180 $ $ 2 3 5 $ $ 22 28 50 $ $ 14 9 23 $ $ 4 12 16 $ 4 $ 7 11 $ 7 $ 16 — 23 $ 2 $ — 2 $ $ 2 3 5 $ $ 22 2 24 $ $ 14 — 14 $ $ 4 1 5 $ 4 $ 1 5 $ 50 $ 53 — 3 106 $ 50 $ 53 103 $ — $ — — — $ — $ — — $ $ — — — $ $ — 3 3 $ $ — 1 1 $ $ — 1 1 $ — $ 1 1 $ 14 $ — — 3 17 $ 14 $ — 14 $ — $ — — — $ — $ — — $ $ — — — $ $ — 3 3 $ $ — 1 1 $ $ — 1 1 $ — $ 1 1 $ — $ — — 6 6 — — — — — — — — — — — — — — 6 6 — 2 2 — 3 3 — 1 1 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ — — — 5 5 — — — — — — — — — — — — — — 5 5 — 2 2 — 2 2 — 1 1 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ — — 378 9 387 — — — — — 200 200 — 178 178 — — — — 9 9 — 3 3 — 4 4 — 2 2 __________ (a) Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds. 339 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies (b) Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The lease term associated with these assets ranges from 1 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $71 million guaranteed by Exelon and PHI, of which $24 million, $30 million, and $17 million is guaranteed by Pepco, DPL, and ACE, respectively. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote. Nuclear Insurance (Exelon and Generation) Generation is subject to liability, property damage, and other risks associated with major incidents at any of its nuclear stations. Generation has mitigated its financial exposure to these risks through insurance and other industry risk-sharing provisions. The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of the U.S. licensed nuclear facilities and to limit the liability of nuclear reactor owners for such claims from any single incident. As of December 31, 2020, the current liability limit per incident is $13.8 billion and is subject to change to account for the effects of inflation and changes in the number of licensed reactors at least once every five years with the last adjustment effective November 1, 2018. In accordance with the Price-Anderson Act, Generation maintains financial protection at levels equal to the amount of liability insurance available from private sources through the purchase of private nuclear energy liability insurance for public liability claims that could arise in the event of an incident. Effective January 1, 2017, the required amount of nuclear energy liability insurance purchased is $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool, as required by the Price Anderson-Act, which provides the additional $13.3 billion per incident in funds available for public liability claims. Participation in this secondary financial protection pool requires the operator of each reactor to fund its proportionate share of costs for any single incident that exceeds the primary layer of financial protection. Generation’s share of this secondary layer would be approximately $2.9 billion, however any amounts payable under this secondary layer would be capped at $434 million per year. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay public liability claims exceeding the $13.8 billion limit for a single incident. As part of the execution of the NOSA on April 1, 2014, Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF and its affiliates against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this indemnity. See Note 23 — Variable Interest Entities for additional information on Generation’s operations relating to CENG. Generation is required each year to report to the NRC the current levels and sources of property insurance that demonstrates Generation possesses sufficient financial resources to stabilize and decontaminate a reactor and reactor station site in the event of an accident. The property insurance maintained for each facility is currently provided through insurance 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 made distributions to its members, but Generation cannot predict the level of future distributions or if they will continue at all. Generation's portion of the annual distribution declared by NEIL is estimated to be $75 million for 2020, and was $136 million and $58 million for 2019 and 2018, respectively. In addition, in March 2018, NEIL declared a supplemental distribution. Generation's portion of the supplemental distribution declared by NEIL was $31 million. The distributions were recorded as a reduction to Operating and maintenance expense within Exelon and Generation’s Consolidated Statements of Operations and Comprehensive Income. Premiums paid to NEIL by its members are also subject to a potential assessment for adverse loss experience in the form of a retrospective premium obligation. NEIL has never assessed this retrospective premium since its formation in 1973, and Generation cannot predict the level of future assessments, if any. The current maximum aggregate annual retrospective premium obligation for Generation is approximately $252 million. NEIL requires its members to maintain an investment grade credit rating or to ensure collectability of their annual retrospective premium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance. 340 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies NEIL provides “all risk” property damage, decontamination, and premature decommissioning insurance for each station for losses resulting from damage to its nuclear plants, either due to accidents or acts of terrorism. If the decision is made to decommission the facility, a portion of the insurance proceeds will be allocated to a fund, which Generation is required by the NRC to maintain, to provide for decommissioning the facility. In the event of an insured loss, Generation is unable to predict the timing of the availability of insurance proceeds to Generation and the amount of such proceeds that would be available. In the event that one or more acts of terrorism cause accidental property damage within a twelve-month period from the first accidental property damage under one or more policies for all insured plants, the maximum recovery by Generation will be an aggregate of $3.2 billion plus such additional amounts as the insurer may recover for all such losses from reinsurance, indemnity, and any other source, applicable to such losses. For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Uninsured losses and other expenses, to the extent not recoverable from insurers or the nuclear industry, could also be borne by Generation. Any such losses could have a material adverse effect on Exelon’s and Generation’s financial statements. Spent Nuclear Fuel Obligation (Exelon and Generation) Under 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 of SNF from Generation’s nuclear generating stations. In accordance with the NWPA and the Standard Contracts, Generation historically had paid the DOE one mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. Due to the lack of a viable disposal program, the DOE reduced the SNF disposal fee to zero in May 2014. Until a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. This fee may be adjusted prospectively to ensure full cost recovery. Generation currently assumes the DOE will begin accepting SNF in 2035 and uses that date for purposes of estimating the nuclear decommissioning asset retirement obligations. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a site location and develop the necessary infrastructure for long-term SNF storage. The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nuclear generating units by no later than January 31, 1998. The DOE, however, failed to meet that deadline and its performance is expected to be delayed significantly. In August 2004, Generation and the DOJ, in close consultation with the DOE, reached a settlement under which the government agreed to reimburse Generation, subject to certain damage limitations based on the extent of the government’s breach, for costs associated with storage of SNF at Generation’s nuclear stations pending the DOE’s fulfillment of its obligations. Generation’s settlement agreement does not include FitzPatrick and FitzPatrick does not currently have a settlement agreement in place. Calvert Cliffs, Ginna, and Nine Mile Point each have separate settlement agreements in place with the DOE which were extended during 2020 to provide for the reimbursement of SNF storage costs through December 31, 2022. Generation submits annual reimbursement requests to the DOE for costs associated with the storage of SNF. In all cases, reimbursement requests are made only after costs are incurred and only for costs resulting from DOE delays in accepting the SNF. Under the settlement agreements, Generation received total cumulative cash reimbursements of $1,455 million through December 31, 2020 for costs incurred. After considering the amounts due to co-owners of certain nuclear stations and to the former owner of Oyster Creek, Generation received net cumulative cash reimbursements of $1,266 million. As of December 31, 2020 and 2019, the amount of SNF storage costs for which reimbursement has been or will be requested from the DOE under the DOE settlement agreements is as follows: 341 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) DOE receivable - current (a) DOE receivable - noncurrent (b) Amounts owed to co-owners (c) Note 19 — Commitments and Contingencies December 31, 2020 December 31, 2019 $ 129 $ 70 (23) 249 30 (37) __________ (a) Recorded in Accounts receivable, other. (b) Recorded in Deferred debits and other assets, other. (c) Recorded in Accounts receivable, other. Represents amounts owed to the co-owners of Peach Bottom, Quad Cities, and Nine Mile Point Unit 2 generating facilities. The Standard Contracts with the DOE also required the payment to the DOE of a one-time fee applicable to nuclear generation through April 6, 1983. The below table outlines the SNF liability recorded at Exelon and Generation as of December 31, 2020 and 2019: Former ComEd units (b) Fitzpatrick (a) Total SNF Obligation December 31, 2020 December 31, 2019 $ $ 1,082 $ 126 1,208 $ 1,075 124 1,199 __________ (a) ComEd previously elected to defer payment of the one-time fee of $277 million for its units (which are now part of Generation), with interest to the date of payment, until just prior to the first delivery of SNF to the DOE. The unfunded liabilities for SNF disposal costs, including the one-time fee, were transferred to Generation as part of Exelon’s 2001 corporate restructuring. (b) A prior owner of FitzPatrick elected to defer payment of the one-time fee of $34 million, with interest to the date of payment, for the FitzPatrick unit. As part of the FitzPatrick acquisition on March 31, 2017, Generation assumed a SNF liability for the DOE one-time fee obligation with interest related to FitzPatrick along with an offsetting asset, included in Other deferred debits and other assets, for the contractual right to reimbursement from NYPA, a prior owner of FitzPatrick, for amounts paid for the FitzPatrick DOE one-time fee obligation. Interest for Exelon's and Generation's SNF liabilities accrues at the 13-week Treasury Rate. The 13-week Treasury Rate in effect for calculation of the interest accrual at December 31, 2020 was 0.096% for the deferred amount transferred from ComEd and 0.101% for the deferred FitzPatrick amount. The following table summarizes sites for which Exelon and Generation do not have an outstanding SNF Obligation: Description Fees have been paid Sites Former PECO units, Clinton and Calvert Cliffs Outstanding SNF Obligation remains with former owners Nine Mile Point, Ginna and TMI Environmental Remediation Matters General (All Registrants). The Registrants’ operations have in the past, and may in the future, require substantial expenditures to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally liable for the costs of remediating environmental contamination of property now or formerly owned by them and of property contaminated by hazardous substances generated by them. The Registrants own or lease a number of real estate parcels, including parcels on which their operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. In addition, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and may be subject to additional proceedings in the future. Unless otherwise disclosed, the Registrants cannot reasonably estimate whether they will incur significant liabilities for additional investigation and remediation costs at these or additional sites identified by the Registrants, environmental agencies, or others, or whether such costs will be recoverable from third parties, including customers. Additional costs could have a material, unfavorable impact on the Registrants' financial statements. 342 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies MGP Sites (Exelon and the Utility Registrants). ComEd, PECO, BGE, and DPL have identified sites where former MGP or gas purification activities have or may have resulted in actual site contamination. For almost all of these sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location. • • • • ComEd has 21 sites that are currently under some degree of active study and/or remediation. ComEd expects the majority of the remediation at these sites to continue through at least 2026. PECO has 8 sites that are currently under some degree of active study and/or remediation. PECO expects the majority of the remediation at these sites to continue through at least 2023. BGE has 4 sites that currently require some level of remediation and/or ongoing activity. BGE expects the majority of the remediation at these sites to continue through at least 2023. DPL has 1 site that is currently under study and the required cost at the site is not expected to be material. The historical nature of the MGP and gas purification sites and the fact that many of the sites have been buried and built over, impacts the ability to determine a precise estimate of the ultimate costs prior to initial sampling and determination of the exact scope and method of remedial activity. Management determines its best estimate of remediation costs using all available information at the time of each study, including probabilistic and deterministic modeling for ComEd and PECO, and the remediation standards currently required by the applicable state environmental agency. Prior to completion of any significant clean up, each site remediation plan is approved by the appropriate state environmental agency. ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, are currently recovering environmental remediation costs of former MGP facility sites through customer rates. While BGE and DPL do not have riders for MGP clean-up costs, they have historically received recovery of actual clean-up costs in distribution rates. As of December 31, 2020 and 2019, the Registrants had accrued the following undiscounted amounts for environmental liabilities in Other current liabilities and Other deferred credits and other liabilities within their respective Consolidated Balance Sheets: December 31, 2020 December 31, 2019 Total environmental investigation and remediation liabilities Portion of total related to MGP investigation and remediation Total environmental investigation and remediation liabilities Portion of total related to MGP investigation and remediation 483 $ 314 $ 478 $ 121 293 23 2 44 42 1 1 — 293 21 — — — — — 105 304 19 2 48 46 1 1 320 — 303 17 — — — — — Exelon Generation $ ComEd PECO BGE PHI Pepco DPL ACE Cotter Corporation (Exelon and Generation). The EPA has advised Cotter Corporation (Cotter), a former ComEd subsidiary, that it is potentially liable in connection with radiological contamination at a site known as the West Lake Landfill in Missouri. In 2000, ComEd sold Cotter to an unaffiliated third-party. As part of the sale, ComEd agreed to indemnify Cotter for any liability arising in connection with the West Lake Landfill. In connection with Exelon’s 2001 corporate restructuring, this responsibility to indemnify Cotter was transferred to Generation. Including Cotter, there are three PRPs participating in the West Lake Landfill remediation proceeding. Investigation by Generation has identified a number of other parties who also may be PRPs and could be liable to contribute to the final remedy. Further investigation is ongoing. In September 2018, the EPA issued its Record of Decision (ROD) Amendment for the selection of a final remedy. The ROD Amendment modified the remedy previously selected by EPA in its 2008 ROD. While the 2008 ROD 343 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies required only that the radiological materials and other wastes at the site be capped, the 2018 ROD Amendment requires partial excavation of the radiological materials in addition to the previously selected capping remedy. The ROD Amendment also allows for variation in depths of excavation depending on radiological concentrations. The EPA and the PRPs have entered into a Consent Agreement to perform the Remedial Design, which is expected to be completed by early 2022. In March 2019 the PRPs received Special Notice Letters from the EPA to perform the Remedial Action work. On October 8, 2019, Cotter (Generation’s indemnitee) provided a non-binding good faith offer to conduct, or finance, a portion of the remedy, subject to certain conditions. The total estimated cost of the remedy, taking into account the current EPA technical requirements and the total costs expected to be incurred collectively by the PRPs in fully executing the remedy, is approximately $280 million, including cost escalation on an undiscounted basis, which would be allocated among the final group of PRPs. Generation has determined that a loss associated with the EPA’s partial excavation and enhanced landfill cover remedy is probable and has recorded a liability, included in the table above, that reflects management’s best estimate of Cotter’s allocable share of the ultimate cost. Given the joint and several nature of this liability, the magnitude of Generation’s ultimate liability will depend on the actual costs incurred to implement the required remedy as well as on the nature and terms of any cost-sharing arrangements with the final group of PRPs. Therefore, it is reasonably possible that the ultimate cost and Cotter's associated allocable share could differ significantly once these uncertainties are resolved, which could have a material impact on Exelon's and Generation's future financial statements. One of the other PRPs has indicated it will be making a contribution claim against Cotter for costs that it has incurred to prevent the subsurface fire from spreading to those areas of the West Lake Landfill where radiological materials are believed to have been disposed. At this time, Exelon and Generation do not have sufficient information to assess this claim and therefore are unable to estimate a range of loss, if any. As such, no liability has been recorded for the potential contribution claim. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation's financial statements. In January 2018, the PRPs were advised by the EPA that it will begin an additional investigation and evaluation of groundwater conditions at the West Lake Landfill. In September 2018, the PRPs agreed to an Administrative Settlement Agreement and Order on Consent for the performance by the PRPs of the groundwater Remedial Investigation (RI)/Feasibility Study (FS). The purpose of this RI/FS is to define the nature and extent of any groundwater contamination from the West Lake Landfill site and evaluate remedial alternatives. Generation estimates the undiscounted cost for the groundwater RI/FS to be approximately $30 million. Generation determined a loss associated with the RI/FS is probable and has recorded a liability, included in the table above, that reflects management’s best estimate of Cotter’s allocable share of the cost among the PRPs. At this time Generation cannot predict the likelihood that, or the extent to which any, remediation activities may be required and therefore cannot estimate a reasonably possible range of loss for response costs beyond those associated with the RI/FS component. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation’s future financial statements. In August 2011, Cotter was notified by the DOJ that Cotter is considered a PRP with respect to the government’s clean-up costs for contamination attributable to low level radioactive residues at a former storage and reprocessing facility named Latty Avenue near St. Louis, Missouri. The Latty Avenue site is included in ComEd’s (now Generation's) indemnification responsibilities discussed above as part of the sale of Cotter. The radioactive residues had been generated initially in connection with the processing of uranium ores as part of the U.S. Government’s Manhattan Project. Cotter purchased the residues in 1969 for initial processing at the Latty Avenue facility for the subsequent extraction of uranium and metals. In 1976, the NRC found that the Latty Avenue site had radiation levels exceeding NRC criteria for decontamination of land areas. Latty Avenue was investigated and remediated by the United States Army Corps of Engineers pursuant to funding under FUSRAP. Pursuant to a series of annual agreements since 2011, the DOJ and the PRPs have tolled the statute of limitations until August 31, 2021 so that settlement discussions can proceed. On August 3, 2020, the DOJ advised Cotter and the other PRPs that it is seeking approximately $90 million from all the PRPs and has directed that the PRPs must submit a good faith joint proposed settlement offer. Generation has determined that a loss associated with this matter is probable under its indemnification agreement with Cotter and has recorded an estimated liability, which is included in the table above. Benning Road Site (Exelon, Generation, PHI, and Pepco). In September 2010, PHI received a letter from EPA identifying the Benning Road site as one of six land-based sites potentially contributing to contamination of the lower Anacostia River. A portion of the site was formerly the location of a Pepco Energy Services electric generating facility, which was deactivated in June 2012. The remaining portion of the site consists of a Pepco 344 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies transmission and distribution service center that remains in operation. In December 2011, the U.S. District Court for the District of Columbia approved a Consent Decree entered into by Pepco and Pepco Energy Services with the DOEE, which requires Pepco and Pepco Energy Services to conduct a RI/FS for the Benning Road site and an approximately 10 to 15-acre portion of the adjacent Anacostia River. Since 2013, Pepco and Pepco Energy Services (now Generation, pursuant to Exelon's 2016 acquisition of PHI) have been performing RI work and have submitted multiple draft RI reports to the DOEE. In September 2019, Pepco and Generation issued a draft “final” RI report which DOEE approved on February 3, 2020. Pepco and Generation are developing a FS to evaluate possible remedial alternatives for submission to DOEE. The Court has established a schedule for completion of the FS, and approval by the DOEE, by September 16, 2021. After completion and approval of the FS, DOEE will prepare a Proposed Plan for public comment and then issue a ROD identifying any further response actions determined to be necessary. PHI, Pepco, and Generation have determined that a loss associated with this matter is probable and have accrued an estimated liability, which is included in the table above. Anacostia River Tidal Reach (Exelon, PHI, and Pepco). Contemporaneous with the Benning Road site RI/FS being performed by Pepco and Generation, DOEE and the National Park Service have been conducting a separate RI/FS focused on the entire tidal reach of the Anacostia River extending from just north of the Maryland-District of Columbia boundary line to the confluence of the Anacostia and Potomac Rivers. The river-wide RI incorporated the results of the river sampling performed by Pepco and Pepco Energy Services as part of the Benning RI/FS, as well as similar sampling efforts conducted by owners of other sites adjacent to this segment of the river and supplemental river sampling conducted by DOEE’s contractor. In April 2018, DOEE released a draft RI report for public review and comment. Pepco submitted written comments on the draft RI and participated in a public hearing. Pepco has determined that it is probable that costs for remediation will be incurred and recorded a liability in the third quarter 2019 for management’s best estimate of its share of those costs. On September 30, 2020, DOEE released its Interim ROD. The Interim ROD reflects an adaptive management approach which will require several identified “hot spots” in the river to be addressed first while continuing to conduct studies and to monitor the river to evaluate improvements and determine potential future remediation plans. The adaptive management process chosen by DOEE is less intrusive, provides more long- term environmental certainty, is less costly, and allows for site specific remediation plans already underway, including the plan for the Benning Road site to proceed to conclusion. Pepco has concluded that incremental exposure remains reasonably possible, but management cannot reasonably estimate a range of loss beyond the amounts recorded, which are included in the table above. In addition to the activities associated with the remedial process outlined above, CERCLA separately requires federal and state (here including Washington, D.C.) Natural Resource Trustees (federal or state agencies designated by the President or the relevant state, respectively, or Indian tribes) to conduct an assessment of any damages to natural resources within their jurisdiction as a result of the contamination that is being remediated. The Trustees can seek compensation from responsible parties for such damages, including restoration costs. During the second quarter of 2018, Pepco became aware that the Trustees are in the beginning stages of a Natural Resources Damages (NRD) assessment, a process that often takes many years beyond the remedial decision to complete. Pepco has concluded that a loss associated with the eventual NRD assessment is reasonably possible. Due to the very early stage of the assessment process, Pepco cannot reasonably estimate the range of loss. Litigation and Regulatory Matters Asbestos Personal Injury Claims (Exelon and Generation). Generation maintains a reserve for claims associated with asbestos-related personal injury actions in certain facilities that are currently owned by Generation or were previously owned by ComEd and PECO. The estimated liabilities are recorded on an undiscounted basis and exclude the estimated legal costs associated with handling these matters, which could be material. At December 31, 2020 and 2019, Exelon and Generation recorded estimated liabilities of approximately $89 million and $83 million, respectively, in total for asbestos-related bodily injury claims. As of December 31, 2020, approximately $25 million of this amount related to 261 open claims presented to Generation, while the remaining $64 million is for estimated future asbestos-related bodily injury claims anticipated to arise through 2055, based on actuarial assumptions and analyses, which are updated on an annual basis. On a quarterly 345 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies basis, Generation monitors actual experience against the number of forecasted claims to be received and expected claim payments and evaluates whether adjustments to the estimated liabilities are necessary. It is reasonably possible that additional exposure to estimated future asbestos-related bodily injury claims in excess of the amount accrued could have a material, unfavorable impact on Exelon’s and Generation’s financial statements. However, management cannot reasonably estimate a range of loss beyond the amounts recorded. Fund Transfer Restrictions (All Registrants). Under applicable law, Exelon may borrow or receive an extension of credit from its subsidiaries. Under the terms of Exelon’s intercompany money pool agreement, Exelon can lend to, but not borrow from the money pool. Under applicable law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, or ACE may limit the dividends that these companies can distribute to Exelon. ComEd has agreed in connection with financings arranged through ComEd Financing III that it will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred. PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures, which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred. BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred. Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred. DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred. ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred. City of Everett Tax Increment Financing Agreement (Exelon and Generation). On April 10, 2017, the City of Everett petitioned the Massachusetts Economic Assistance Coordinating Council (EACC) to revoke the 1999 tax increment financing agreement (TIF Agreement) relating to Mystic Units 8 and 9 on the grounds that the total investment in Mystic Units 8 and 9 materially deviates from the investment set forth in the TIF Agreement. On October 31, 2017, a three-member panel of the EACC conducted an administrative hearing on the City’s petition. On November 30, 2017, the hearing panel issued a tentative decision denying the City’s petition, finding that 346 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies there was no material misrepresentation that would justify revocation of the TIF Agreement. On December 13, 2017, the tentative decision was adopted by the full EACC. On January 12, 2018, the City filed a complaint in Massachusetts Superior Court requesting, among other things, that the court set aside the EACC’s decision, grant the City’s request to decertify the Project and the TIF Agreement, and award the City damages for alleged underpaid taxes over the period of the TIF Agreement. On January 8, 2020, the Massachusetts Superior Court affirmed the decision of the EACC denying the City's petition. The City had until March 9, 2020 to appeal the decision and did not. As a result, the decision is final and the case is resolved. It is reasonably possible that property taxes assessed in future periods, including those following the expiration of the TIF Agreement on June 30, 2020, could be material to Generation’s financial statements. Deferred Prosecution Agreement (DPA) and Related Matters (Exelon and ComEd). Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois (USAO) requiring production of information concerning their lobbying activities in the State of Illinois. On October 4, 2019, Exelon and ComEd received a second grand jury subpoena from the USAO requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it had also opened an investigation into their lobbying activities. On July 17, 2020, ComEd entered into a DPA with the USAO to resolve the USAO investigation. Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to certain obligations of ComEd, including payment to the U.S. Treasury of $200 million, with $100 million payable within thirty days of the filing of the DPA with the United States District Court for the Northern District of Illinois and an additional $100 million within ninety days of such filing date. The payments were recorded within Operating and maintenance expense in Exelon’s and ComEd’s Consolidated Statements of Operations and Comprehensive Income in the second quarter of 2020. The payments will not be recovered in rates or charged to customers and ComEd will not seek or accept reimbursement or indemnification from any source other than Exelon. Exelon made equity contributions to ComEd of $200 million in 2020. On August 13, 2020, a motion was filed in the U.S. District Court for the Northern District of Illinois by a ComEd customer and on behalf of ComEd customers seeking to enjoin ComEd from paying these funds to the U.S. Treasury and requiring the U.S. government to establish a victims’ restitution fund from which the $200 million would be disbursed to ComEd customers. The motion was denied without prejudice on November 6, 2020 and ComEd submitted the $200 million payment to the U.S. Treasury. On January 6, 2021, the customer petitioned the Seventh Circuit for a writ of mandamus to seek review of the district court’s ruling, but on January 8, 2021, the Seventh Circuit denied the petition. On January 22, 2021, the customer petitioned the Seventh Circuit for rehearing of its denial of his petition for a writ of mandamus. On February 5, 2021, the Seventh Circuit denied the petition for rehearing. Exelon was not made a party to the DPA, and therefore the investigation by the USAO into Exelon’s activities ended with no charges being brought against Exelon. The SEC’s investigation remains ongoing and Exelon and ComEd have cooperated fully and intend to continue to cooperate fully with the SEC. Exelon and ComEd cannot predict the outcome of the SEC investigation. No loss contingency has been reflected in Exelon's and ComEd's consolidated financial statements with respect to the SEC investigation, as this contingency is neither probable nor reasonably estimable at this time. Subsequent to Exelon announcing the receipt of the subpoenas, various lawsuits have been filed and various demand letters have been received related to the subject of the subpoenas, the conduct described in the DPA and the SEC's investigation, including: • A putative class action lawsuit against Exelon and certain officers of Exelon and ComEd was filed in federal court in December 2019 alleging misrepresentations and omissions in Exelon’s SEC filings related to ComEd’s lobbying activities and the related investigations. The complaint was amended on September 16, 2020, to dismiss two of the original defendants and add other defendants, including ComEd. Defendants filed a motion to dismiss in November 2020. Briefing was completed on February 17, 2021. 347 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — Commitments and Contingencies • • • • A derivative shareholder lawsuit was filed against Exelon, its directors and certain officers of Exelon and ComEd in April 2020 alleging, among other things, breaches of fiduciary duties also purporting to relate to matters that are the subject of the subpoenas and the SEC investigation. The plaintiff voluntarily dismissed this derivative action without prejudice to refile on July 28, 2020. Three putative class action lawsuits against ComEd and Exelon were filed in Illinois state court in the third quarter of 2020 seeking restitution and compensatory damages on behalf of ComEd customers. These three state cases were consolidated into a single action in October of 2020. In addition, on November 2, 2020, the Citizens Utility Board (CUB) filed a motion to intervene in the state cases pursuant to an Illinois statute allowing CUB to intervene as a party or otherwise participate on behalf of utility consumers in any proceeding which affects the interest of utility consumers. On November 23, 2020, the court allowed CUB’s intervention, but denied CUB’s request to stay these cases. Plaintiffs subsequently filed a consolidated complaint, and ComEd and Exelon filed a motion to dismiss on jurisdictional and substantive grounds on January 11, 2021. Briefing on that motion is ongoing. Four putative class action lawsuits against ComEd and Exelon were filed in federal court in the third quarter of 2020 alleging, among other things, civil violations of federal racketeering laws. In addition, CUB filed a motion to intervene in these cases on October 22, 2020 which was granted on December 23, 2020. In addition, on December 2, 2020, the court appointed interim lead plaintiffs in the federal cases which consisted of counsel for three of the four federal cases. These plaintiffs filed a consolidated complaint on January 5, 2021. CUB also filed its own complaint against ComEd only on the same day. The remaining federal case, Potter, et al. v. Exelon et al, differed from the other lawsuits as it named additional individual defendants not named in the consolidated complaint. On January 10, 2021, the Potter plaintiffs filed a motion asking the court to clarify that their class action complaint against ComEd, Exelon and the individual named defendants remains in effect, notwithstanding the consolidated amended complaint, and asked the court to stay the Potter case. On January 21, 2021, the court determined that the appointed lead counsel had sole discretion to determine which parties to name as plaintiffs and defendants, and that the Potter plaintiffs have the option to opt-out of that class and file a separate, individual action against the defendants named in their original complaint. The Potter plaintiffs have until March 23, 2021 to make that decision. Four shareholders sent letters to the Exelon Board of Directors in 2020 demanding, among other things, that the Exelon Board of Directors investigate and address alleged breaches of fiduciary duties and other alleged violations by Exelon and ComEd officers and directors related to the conduct described in the DPA. No loss contingencies have been reflected in Exelon’s and ComEd’s consolidated financial statements with respect to these matters, as such contingencies are neither probable nor reasonably estimable at this time. General (All Registrants). The Registrants are involved in various other litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. The Registrants maintain accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularly where (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss. 20. Shareholders' Equity (Exelon and Utility Registrants) ComEd Common Stock Warrants 348 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 20 — Shareholders' Equity The following table presents warrants outstanding to purchase ComEd common stock and shares of common stock reserved for the conversion of warrants. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share of common stock for three warrants. Warrants outstanding Common Stock reserved for conversion Share Repurchases December 31, 2020 2019 60,143 20,048 60,228 20,076 There currently is no Exelon Board of Director authority to repurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management. Preferred and Preference Securities The following table presents Exelon, ComEd, PECO, BGE, Pepco, and ACE's shares of preferred securities authorized, none of which were outstanding as of December 31, 2020 and 2019. There are no shares of preferred securities authorized for DPL. Exelon ComEd PECO BGE Pepco (a) ACE Preferred Securities Authorized 100,000,000 850,000 15,000,000 1,000,000 6,000,000 2,799,979 __________ (a) Includes 799,979 shares of cumulative preferred stock and 2,000,000 of no-par preferred stock as of December 31, 2020 and 2019. The following table presents ComEd's, BGE's, and ACE's preference securities authorized, none of which were outstanding as of December 31, 2020 and 2019. There are no shares of preference securities authorized for Exelon, PECO, Pepco, and DPL. ComEd (a) BGE ACE Preference Securities Authorized 6,810,451 6,500,000 3,000,000 __________ (a) Includes 4,600,000 shares of unclassified preference securities and 1,900,000 shares of previously redeemed preference securities as of December 31, 2020 and 2019. 21. Stock-Based Compensation Plans (All Registrants) Stock-Based Compensation Plans Exelon grants stock-based awards through its LTIP, which primarily includes performance share awards, restricted stock units, and stock options. At December 31, 2020, there were approximately 34 million shares authorized for issuance under the LTIP. For the years ended December 31, 2020, 2019, and 2018, exercised and distributed stock-based awards were primarily issued from authorized but unissued common stock shares. The Registrants grant cash awards. The following table does not include expense related to these plans as they are not considered stock-based compensation plans under the applicable authoritative guidance. 349 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 21 — Stock-Based Compensation Plans The following table presents the stock-based compensation expense included in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. The Utility Registrants' stock-based compensation expense for the years ended December 31, 2020, 2019, and 2018 was not material. Exelon Total stock-based compensation expense included in operating and maintenance expense Income tax benefit Total after-tax stock-based compensation expense Generation Total stock-based compensation expense included in operating and maintenance expense Income tax benefit Total after-tax stock-based compensation expense $ $ $ $ 2020 2019 2018 Year Ended December 31, 64 $ (16) 48 $ 27 $ (7) 20 $ 77 $ (20) 57 $ 37 $ (10) 27 $ 208 (54) 154 77 (20) 57 Exelon receives a tax deduction based on the intrinsic value of the award on the exercise date for stock options and the distribution date for performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizes the tax benefit related to compensation costs. The following table presents information regarding Exelon’s realized tax benefit when distributed: Performance share awards Restricted stock units Performance Share Awards 2020 2019 2018 Year Ended December 31, $ 21 $ 15 41 $ 24 16 28 Performance share awards are granted under the LTIP. The performance share awards are settled 50% in common stock and 50% in cash at the end of the three-year performance period, except for awards granted to vice presidents and higher officers that are settled 100% in cash if certain ownership requirements are satisfied. The common stock portion of the performance share awards is considered an equity award and is valued based on Exelon's stock price on the grant date. The cash portion of the performance share awards is considered a liability award which is remeasured each reporting period based on Exelon’s current stock price. As the value of the common stock and cash portions of the awards are based on Exelon’s stock price during the performance period, coupled with changes in the total shareholder return modifier and expected payout of the award, the compensation costs are subject to volatility until payout is established. For nonretirement-eligible employees, stock-based compensation costs are recognized over the vesting period of three years using the straight-line method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant. Exelon processes forfeitures as they occur for employees who do not complete the requisite service period. The following table summarizes Exelon’s nonvested performance share awards activity: 350 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Nonvested at December 31, 2019 (a) Granted Change in performance Vested Forfeited Undistributed vested awards (b) Nonvested at December 31, 2020 (a) Note 21 — Stock-Based Compensation Plans Shares Weighted Average Grant Date Fair Value (per share) 1,709,755 $ 1,122,378 (751,309) (747,551) (67,964) (334,917) 930,392 $ 39.21 46.61 42.51 35.70 45.59 50.76 43.67 __________ (a) Excludes 1,414,661 and 2,017,870 of performance share awards issued to retirement-eligible employees as of December 31, 2020 and 2019, respectively, as they are fully vested. (b) Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2020. The following table summarizes the weighted average grant date fair value and the total fair value of performance share awards vested. Weighted average grant date fair value (per share) $ 46.61 $ 47.37 $ Total fair value of performance shares vested Total fair value of performance shares settled in cash 39 63 158 131 38.15 61 49 __________ (a) As of December 31, 2020, $13 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the 2020 (a) 2019 2018 Year Ended December 31, remaining weighted-average period of 1.8 years. Restricted Stock Units Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock after the service condition has been met. The corresponding cost of services is measured based on the grant date fair value of the restricted stock unit issued. The value of the restricted stock units is expensed over the requisite service period using the straight-line method. The requisite service period for restricted stock units is generally three to five years. However, certain restricted stock unit awards become fully vested upon the employee reaching retirement- eligibility. The value of the restricted stock units granted to retirement-eligible employees is either recognized ratably over the first six months in the year of grant if the employee reaches retirement eligibility prior to July 1st of the grant year or through the date of which the employee reaches retirement eligibility. Exelon processes forfeitures as they occur for employees who do not complete the requisite service period. The following table summarizes Exelon’s nonvested restricted stock unit activity: Nonvested at December 31, 2019 (a) Granted Vested Forfeited Undistributed vested awards (b) Nonvested at December 31, 2020 (a) Shares Weighted Average Grant Date Fair Value (per share) 1,498,713 $ 847,382 (725,151) (52,046) (454,768) 1,114,130 $ 40.35 46.33 38.38 45.20 45.91 43.67 __________ (a) Excludes 748,165 and 863,196 of restricted stock units issued to retirement-eligible employees as of December 31, 2020 and 2019, respectively, as they are fully vested. (b) Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2020. 351 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 21 — Stock-Based Compensation Plans The following table summarizes the weighted average grant date fair value and the total fair value of restricted stock units vested. Weighted average grant date fair value (per share) Total fair value of restricted stock units vested $ 46.33 $ 54 45.65 $ 92 38.60 106 __________ (a) As of December 31, 2020, $23 million of total unrecognized compensation costs related to nonvested restricted stock units are expected to be recognized over the 2020 (a) 2019 2018 Year Ended December 31, remaining weighted-average period of 2.3 years. Stock Options Non-qualified stock options to purchase shares of Exelon’s common stock were granted through 2012 under the LTIP. The exercise price of the stock options is equal to the fair market value of the underlying stock on the date of option grant. Stock options will expire no later than ten years from the date of grant. At December 31, 2020 all stock options were vested and there were no unrecognized compensation costs. The following table presents information with respect to stock option activity: Balance of shares outstanding at December 31, 2019 Options exercised Options expired Balance of shares outstanding at December 31, 2020 Exercisable at December 31, 2020 (a) __________ (a) Includes stock options issued to retirement eligible employees. Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value 40.43 38.30 46.07 40.57 40.57 1.56 $ 0.91 $ 0.91 $ Shares 1,889,045 $ (475,827) (147,808) 1,265,410 $ 1,265,410 $ The following table summarizes additional information regarding stock options exercised: Intrinsic value (a) Cash received for exercise price 2020 2019 2018 Year Ended December 31, $ 5 $ 18 9 $ 59 __________ (a) The difference between the market value on the date of exercise and the option exercise price. 352 10 5 3 3 12 56 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 22 — Changes in Accumulated Other Comprehensive Income 22. Changes in Accumulated Other Comprehensive Income (Exelon) The following tables present changes in Exelon's AOCI, net of tax, by component: Balance at December 31, 2017 OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Impact of adoption of Recognition and Measurement of Financial Assets and Financial Liabilities standard (c) Balance at December 31, 2018 OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Balance at December 31, 2019 OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Balance at December 31, 2020 Gains and (Losses) on Cash Flow Hedges Unrealized Gains and (Losses) on Marketable Securities Pension and Non-Pension Postretirement Benefit Plan Items (a) Foreign Currency Items AOCI of Investments Unconsolidated Affiliates (b) Total $ (14) $ 10 $ (2,998) $ (23) $ (1) $ (3,026) 11 1 12 — (2) $ — — — — — — (10) — $ — — — (143) 181 38 — (10) — (10) — 1 — 1 — (141) 182 41 (10) (2,960) $ (33) $ — $ (2,995) (289) 84 (205) 6 — 6 (2) 2 — (285) 86 (199) (2) $ — $ (3,165) $ (27) $ — $ (3,194) (3) — (3) — — — (357) 150 (207) 4 — 4 — — — (356) 150 (206) (5) $ — $ (3,372) $ (23) $ — $ (3,400) $ $ $ __________ (a) This AOCI component is included in the computation of net periodic pension and OPEB cost. See Note 15 — Retirement Benefits for additional information. See Exelon's Statements of Operations and Comprehensive Income for individual components of AOCI. (b) All amounts are net of noncontrolling interests. (c) Exelon adopted the new standard Recognition and Measurement of Financial Assets and Financial Liabilities. The standard was adopted as of January 1, 2018, which resulted in an increase to Retained earnings and Accumulated other comprehensive loss of $10 million for Exelon. The amounts reclassified related to Rabbi Trusts. The following table presents income tax benefit (expense) allocated to each component of Exelon's other comprehensive income (loss): Pension and non-pension postretirement benefit plans: Prior service benefit reclassified to periodic benefit cost Actuarial loss reclassified to periodic benefit cost Pension and non-pension postretirement benefit plans valuation adjustment 23. Variable Interest Entities (Exelon, Generation, PHI, and ACE) For the Year Ended December 31, 2020 2019 2018 $ 16 $ (66) 122 23 $ (52) 100 24 (86) 50 At December 31, 2020 and 2019, Exelon, Generation, PHI, and ACE collectively consolidated several VIEs or VIE groups for which the applicable Registrant was the primary beneficiary (see Consolidated VIEs below) and had significant interests in several other VIEs for which the applicable Registrant does not have the power to direct the entities’ activities and, accordingly, was not the primary beneficiary (see Unconsolidated VIEs below). Consolidated and unconsolidated VIEs are aggregated to the extent that the entities have similar risk profiles. 353 Table of Contents Consolidated VIEs Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 23 — Variable Interest Entities The table below shows the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated financial statements of Exelon, Generation, PHI, and ACE as of December 31, 2020 and 2019. The assets, except as noted in the footnotes to the table below, can only be used to settle obligations of the VIEs. The liabilities, except as noted in the footnotes to the table below, are such that creditors, or beneficiaries, do not have recourse to the general credit of Exelon, Generation, PHI, and ACE. December 31, 2020 December 31, 2019 Exelon Generation PHI (a) ACE Exelon Generation PHI (a) ACE Cash and cash equivalents $ Restricted cash and cash equivalents 98 $ 47 Accounts receivable Customer Other Unamortized energy contract assets Inventories, net Materials and supplies Assets held for sale (b) Other current assets Total current assets Property, plant and equipment, net Nuclear decommissioning trust funds Unamortized energy contract assets Other noncurrent assets Total noncurrent assets Total assets (c) Long-term debt due within one year Accounts payable Accrued expenses Unamortized energy contract liabilities Liabilities held for sale (b) Other current liabilities Total current liabilities Long-term debt Asset retirement obligations Unamortized energy contract liabilities Other noncurrent liabilities Total noncurrent liabilities Total liabilities (d) 98 $ — $ — $ 163 $ 163 $ — $ 44 148 36 22 244 101 669 1,362 5,803 3,007 249 42 9,101 3 — — — — — 5 8 — — — 10 10 3 — — — — — — 3 — — — 10 10 88 151 39 23 227 — 32 723 6,022 2,741 250 89 9,102 85 151 39 23 227 — 31 719 6,022 2,741 250 73 9,086 3 — — — — — 1 4 — — — 16 16 148 36 22 244 101 674 1,370 5,803 3,007 249 52 9,111 $ $ 10,481 $ 10,463 $ 18 $ 13 $ 9,825 $ 9,805 $ 20 $ 94 $ 68 $ 26 $ 21 $ 544 $ 523 $ 21 $ 81 70 4 16 5 270 889 2,318 — 129 3,336 81 70 4 16 5 244 889 2,318 — 129 3,336 — — — — — 26 — — — — — — — — — — 21 — — — — — 106 70 8 — 3 731 527 2,128 1 89 2,745 106 70 8 — 3 710 504 2,128 1 89 2,722 — — — — — 21 23 — — — 23 $ 3,606 $ 3,580 $ 26 $ 21 $ 3,476 $ 3,432 $ 44 $ — 3 — — — — — — 3 — — — 14 14 17 20 — — — — — 20 21 — — — 21 41 __________ (a) (b) Generation entered into an agreement for the sale of a significant portion of Generation's solar business. As a result of this transaction, in the fourth quarter of 2020, Exelon Includes certain purchase accounting adjustments from the PHI merger not pushed down to ACE. and Generation reclassified the consolidated VIEs' solar assets and 354 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 23 — Variable Interest Entities liabilities as held for sale. Refer to Note 2 — Mergers, Acquisitions, and Dispositions for additional information on the sale of the solar business. (c) Exelon's and Generation's balances include unrestricted assets for current unamortized energy contract assets of $22 million and $23 million, Property, plant, and equipment of $1 million and $20 million, non-current unamortized energy contract assets of $249 million and $250 million, and Assets held for sale of $9 million and $0 million as of December 31, 2020 and 2019, respectively. (d) Exelon's and Generation's balances include liabilities with recourse of $8 million and $3 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, Exelon's and Generation's consolidated VIEs consist of: Consolidated VIE or VIE groups: Reason entity is a VIE: Reason Generation is primary beneficiary: CENG - A joint venture between Generation and EDF. Generation has a 50.01% equity ownership in CENG. See additional discussion below. Disproportionate relationship between equity interest and operational control as a result of the NOSA described further below. EGRP - A collection of wind and solar project entities. Generation has a 51% equity ownership in EGRP. See additional discussion below. Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner. Bluestem Wind Energy Holdings, LLC - A Tax Equity structure which is consolidated by EGRP. Generation is a minority interest holder. Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner. Generation conducts the operational activities. Generation conducts the operational activities. Generation conducts the operational activities. The PPA contract absorbs variability through a performance guarantee. Generation conducts all activities. Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner. Generation conducts the operational activities. Equity capitalization is insufficient to support its operations. Generation conducts all activities. Antelope Valley - A solar generating facility, which is 100% owned by Generation. Antelope Valley sells all of its output to PG&E through a PPA. Equity investment in distributed energy company - Generation has a 31% equity ownership. This distributed energy company has an interest in an unconsolidated VIE. (See Unconsolidated VIEs disclosure below). Generation fully impaired this investment in the third quarter of 2019. Refer to Note 12 — Asset Impairments for additional information. NER - A bankruptcy remote, special purpose entity which is 100% owned by Generation, which purchases certain of Generation’s customer accounts receivable arising from the sale of retail electricity. NER’s assets will be available first and foremost to satisfy the claims of the creditors of NER. Refer to Note 6 —Accounts Receivable for additional information on the sale of receivables. CENG - On April 1, 2014, Generation, CENG, and subsidiaries of CENG executed the NOSA pursuant to which Generation conducts all activities associated with the operations of the CENG fleet and provides corporate and administrative services to CENG and the CENG fleet for the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to the CENG member rights of EDF. EDF has the option to sell its 49.99% equity interest in CENG to Generation. On November 20, 2019, Generation received notice of EDF's intention to exercise the put option to sell its interest in CENG to Generation and the put automatically exercised on January 19, 2020. Refer to Note 2 — Mergers, Acquisitions, and Dispositions for additional information. Exelon and Generation, where indicated, provide the following support to CENG: 355 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 23 — Variable Interest Entities • • • Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this Indemnity Agreement. See Note 19 — Commitments and Contingencies for more details, Generation and EDF share in the $688 million of contingent payment obligations for the payment of contingent retrospective premium adjustments for the nuclear liability insurance, and Exelon has executed an agreement to provide up to $245 million to support the operations of CENG as well as a $165 million guarantee of CENG’s cash pooling agreement with its subsidiaries. EGRP - EGRP is a collection of wind and solar project entities and some of these project entities are VIEs that are consolidated by EGRP. Generation owns a number of limited liability companies that build, own, and operate solar and wind power facilities some of which are owned by EGRP. While Generation or EGRP owns 100% of the solar entities and 100% of the majority of the wind entities, it has been determined that certain of the solar and wind entities are VIEs because the entities require additional subordinated financial support in the form of a parental guarantee of debt, loans from the customers in order to obtain the necessary funds for construction of the solar facilities, or the customers absorb price variability from the entities through the fixed price power and/or REC purchase agreements. Generation is the primary beneficiary of these solar and wind entities that qualify as VIEs because Generation controls the design, construction, and operation of the facilities. There is limited recourse to Generation related to certain solar and wind entities. In 2017, Generation’s interests in EGRP were contributed to and are pledged for the EGR IV non-recourse debt project financing structure. Refer to Note 17 — Debt and Credit Agreements for additional information. As of December 31, 2020 and 2019, Exelon's, PHI's and ACE's consolidated VIE consists of: Consolidated VIEs: Reason entity is a VIE: Reason ACE is the primary beneficiary: ACE Funding - A special purpose entity formed by ACE for the purpose of securitizing authorized portions of ACE’s recoverable stranded costs through the issuance and sale of Transition Bonds. Proceeds from the sale of each series of Transition Bonds by ATF were transferred to ACE in exchange for the transfer by ACE to ATF of the right to collect a non-bypassable Transition Bond Charge from ACE customers pursuant to bondable stranded costs rate orders issued by the NJBPU in an amount sufficient to fund the principal and interest payments on Transition Bonds and related taxes, expenses, and fees. Unconsolidated VIEs ACE’s equity investment is a variable interest as, by design, it absorbs any initial variability of ATF. The bondholders also have a variable interest for the investment made to purchase the Transition Bonds. ACE controls the servicing activities. Exelon’s and Generation’s variable interests in unconsolidated VIEs generally include equity investments and energy purchase and sale contracts. For the equity investments, the carrying amount of the investments is reflected in Exelon’s and Generation’s Consolidated Balance Sheets in Investments. For the energy purchase and sale contracts (commercial agreements), the carrying amount of assets and liabilities in Exelon’s and Generation’s Consolidated Balance Sheets that relate to their involvement with the VIEs are predominately related to working capital accounts and generally represent the amounts owed by, or owed to, Exelon and Generation for the deliveries associated with the current billing cycles under the commercial agreements. As of December 31, 2020 and 2019, Exelon and Generation had significant unconsolidated variable interests in several VIEs for which Exelon or Generation, as applicable, was not the primary beneficiary. These interests include certain equity method investments and certain commercial agreements. 356 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 23 — Variable Interest Entities The following table presents summary information about Exelon's and Generation’s significant unconsolidated VIE entities: Total assets (a) Total liabilities (a) Exelon's ownership interest in VIE (a) Other ownership interests in VIE (a) December 31, 2020 December 31, 2019 Commercial Agreement VIEs Equity Investment VIEs Total Commercial Agreement VIEs Equity Investment VIEs Total $ 777 $ 401 $ 1,178 $ 636 $ 443 $ 1,079 61 — 716 223 157 21 284 157 737 33 — 604 227 191 25 260 191 629 __________ (a) These items represent amounts on the unconsolidated VIE balance sheets, not in Exelon’s or Generation’s Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs. Exelon and Generation do not have any exposure to loss as they do not have a carrying amount in the equity investment VIEs as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, Exelon's and Generation's unconsolidated VIEs consist of: Unconsolidated VIE groups: Reason entity is a VIE: Reason Generation is not the primary beneficiary: Equity investments in distributed energy companies - 1) Generation has a 90% equity ownership in a distributed energy company. 2) Generation, via a consolidated VIE, has a 90% equity ownership in another distributed energy company (See Consolidated VIEs disclosure above). Generation fully impaired this investment in the third quarter of 2019. Refer to Note 12 — Asset Impairments for additional information. Similar structures to a limited partnership and the limited partners do not have kick out rights with respect to the general partner. Generation does not conduct the operational activities. Energy Purchase and Sale agreements - Generation has several energy purchase and sale agreements with generating facilities. PPA contracts that absorb variability through fixed pricing. Generation does not conduct the operational activities. 357 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information 24. Supplemental Financial Information (All Registrants) Supplemental Statement of Operations Information The following tables provide additional information about material items recorded in the Registrants' Consolidated Statements of Operations and Comprehensive Income. Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Taxes other than income taxes For the year ended December 31, 2020 Utility (a) Property Payroll For the year ended December 31, 2019 (a) Utility Property Payroll For the year ended December 31, 2018 (a) Utility Property Payroll $ $ $ $ $ $ 859 602 235 881 595 232 919 557 247 265 113 112 274 115 114 273 130 99 $ 238 $ 135 $ 87 $ 30 27 16 16 164 17 $ 242 $ 132 $ 90 $ 29 27 17 15 153 17 299 126 25 304 122 24 $ 275 $ 84 7 $ 286 $ 85 7 $ 243 $ 131 $ 94 $ 337 $ 316 $ 30 27 15 16 143 17 94 24 58 5 $ $ $ 21 39 5 18 34 4 21 32 3 3 3 3 — 2 2 — 3 2 __________ (a) Generation’s utility tax represents gross receipts tax related to its retail operations, and the Utility Registrants’ utility taxes represents municipal and state utility taxes and gross receipts taxes related to their operating revenues. The offsetting collection of utility taxes from customers is recorded in revenues in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. 358 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Other, Net For the year ended December 31, 2020 Decommissioning-related activities: Net realized income on NDT funds Regulatory Agreement Units (a) Non-regulatory Agreement Units Net unrealized gains on NDT funds Regulatory Agreement Units Non-regulatory Agreement Units Regulatory offset to NDT fund-related activities (b) Decommissioning-related activities AFUDC—Equity Non-service net periodic benefit cost Unrealized gains from equity investments (c) For the year ended December 31, 2019 Decommissioning-related activities: Net realized income on NDT funds Regulatory Agreement Units (a) Non-regulatory Agreement Units Net unrealized gains on NDT funds Regulatory Agreement Units Non-regulatory Agreement Units Regulatory offset to NDT fund-related activities (b) Decommissioning-related activities AFUDC—Equity Non-service net periodic benefit cost For the year ended December 31, 2018 Decommissioning-related activities: Net realized income on NDT funds Regulatory Agreement Units (a) Non-regulatory Agreement Units Net unrealized losses on NDT funds Regulatory Agreement Units Non-regulatory Agreement Units Regulatory offset to NDT fund-related activities (b) Decommissioning-related activities AFUDC—Equity Non-service net periodic benefit cost $ $ 185 160 $ 185 160 724 391 (729) 731 104 53 186 724 391 (729) 731 — — 186 $ $ 297 363 $ 297 363 795 411 (876) 990 85 13 795 411 (876) 990 — — $ $ 506 302 $ 506 302 (715) (483) 171 (219) 69 (47) (715) (483) 171 (219) — — $ $ $ — — — — — — 29 — — — — — — — — 17 — — — — — — — 19 — $ $ $ — — — — — — 17 — — — — — — — — 13 — — — — — — — 7 — $ $ $ — — — — — — 22 — — — — — — — — 21 — — — — — — — 18 — $ $ $ — — — — — — 36 — — — — — — — — 34 — — — — — — — 25 — $ $ $ — — — — — — 28 — — — — — — — — 25 — — — — — — — 22 — $ $ $ — — — — — — 4 — — — — — — — — 4 — — — — — — — 2 — — — — — — — 4 — — — — — — — — 5 — — — — — — — 1 — __________ (a) Realized income includes interest, dividends, and realized gains and losses on sales of NDT fund investments. 359 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information (b) Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of income taxes related to all NDT fund activity for those units. See Note 10 — Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning. (c) Unrealized gains resulting from equity investments without readily determinable fair values that became publicly traded entities in the fourth quarter of 2020 and were fair valued based on quoted market prices of the stocks as of December 31, 2020. Supplemental Cash Flow Information The following tables provide additional information about material items recorded in the Registrants' Consolidated Statements of Cash Flows. Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Depreciation, amortization, and accretion For the year ended December 31, 2020 Property, plant, and equipment (a) Amortization of regulatory assets (a) Amortization of intangible assets, net Amortization of energy contract assets and liabilities (b) (a) Nuclear fuel (c) (d) ARO accretion Total depreciation, amortization, and accretion $ $ 4,364 $ 2,070 $ 588 62 30 983 500 — 53 30 983 500 922 211 — — — — $ 319 $ 28 — — — — $ 397 153 $ 586 196 — — — — — — — — 257 120 — — — — $ 155 $ 140 36 — — — — 40 — — — — 6,527 $ 3,636 $ 1,133 $ 347 $ 550 $ 782 $ 377 $ 191 $ 180 For the year ended December 31, 2019 Property, plant, and equipment (a) Amortization of regulatory assets (a) Amortization of intangible assets, net Amortization of energy contract assets and liabilities (b) (a) Nuclear fuel (c) (d) ARO accretion Total depreciation, amortization, and accretion $ $ 3,665 $ 1,485 $ 528 59 21 1,016 491 — 50 21 1,016 491 886 147 — — — — $ 303 $ 30 — — — — $ 359 143 $ 547 207 — — — — — — — — 239 135 — — — — $ 146 $ 123 38 — — — — 34 — — — — 5,780 $ 3,063 $ 1,033 $ 333 $ 502 $ 754 $ 374 $ 184 $ 157 For the year ended December 31, 2018 Property, plant, and equipment (a) Amortization of regulatory assets (a) Amortization of intangible assets, net Amortization of energy contract assets and liabilities (b) (a) Nuclear fuel (c) (d) ARO accretion Total depreciation, amortization, and accretion $ $ 3,740 $ 1,748 $ 555 58 14 1,115 489 — 49 14 1,115 489 820 120 — — — — $ 274 $ 27 — — — — $ 335 148 $ 480 260 — — — — — — — — 218 167 — — — — $ 131 $ 51 — — — — 94 42 — — — — 5,971 $ 3,415 $ 940 $ 301 $ 483 $ 740 $ 385 $ 182 $ 136 __________ (a) (b) (c) Included in Depreciation and amortization in the Registrants' Consolidated Statements of Operations and Comprehensive Income. Included in Operating revenues or Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. Included in Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. 360 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information (d) Included in Operating and maintenance expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Cash paid (refunded) during the year: For the year ended December 31, 2020 Interest (net of amount capitalized) Income taxes (net of refunds) For the year ended December 31, 2019 Interest (net of amount capitalized) Income taxes (net of refunds) For the year ended December 31, 2018 Interest (net of amount capitalized) Income taxes (net of refunds) $ $ $ 1,521 $ 10 1,470 $ 265 $ 1,421 95 $ $ $ 371 (61) 343 (42) 332 (153) $ 144 (37) 125 (57) $ 257 $ 129 $ 46 40 129 $ 106 $ 255 $ 130 $ 82 $ 125 (2) 17 94 14 29 7 $ $ 250 (32) $ 123 41 $ $ $ 61 12 59 19 56 (6) 57 (3) 55 (5) 61 (12) 331 $ 70 $ $ 373 (44) 369 746 361 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Other non-cash operating activities: For the year ended December 31, 2020 Pension and non-pension postretirement benefit costs $ Allowance for credit losses Other decommissioning-related activity (a) Energy-related options True-up adjustments to decoupling mechanisms and formula rates (c) (b) Severance costs Provision for excess and obsolete inventory Long-term incentive plan Amortization of operating ROU asset Asset impairments AFUDC - Equity For the year ended December 31, 2019 Pension and non-pension postretirement benefit costs $ Allowance for credit losses Other decommissioning-related activity (a) Energy-related options True-up adjustments to decoupling mechanisms and formula rates (d) (b) Long-term incentive plan Amortization of operating ROU asset Change in environmental liabilities AFUDC - Equity For the year ended December 31, 2018 Pension and non-pension postretirement benefit costs $ (a) (b) Allowance for credit losses Other decommissioning-related activity Energy-related options True-up adjustments to decoupling mechanisms and formula rates Asset retirement costs Long-term incentive plan AFUDC - Equity (d) 411 150 (659) 104 (6) 105 131 56 222 — (104) 438 120 (506) 22 124 10 244 23 (85) 583 159 (2) 10 49 20 140 (69) $ 115 $ 114 $ 5 $ 17 (659) 104 — 90 128 — 155 — — 32 — — 47 1 2 — 2 15 42 — — (16) 1 1 — 1 — (29) (17) $ 12 31 — — — — — — $ 135 $ 31 (506) 22 — — 172 — — 204 48 (2) 10 — — — — $ $ $ $ 96 33 — — 128 — 3 — (17) 177 40 — — 28 — — (19) $ $ 62 15 — — (16) — — — 31 — (22) 61 8 — — — — 30 — $ $ 70 43 — — (21) — — — 28 13 (36) 95 17 — — (4) — 33 23 15 24 — — (40) — — — 7 — (28) 25 7 — — (4) — 8 23 (13) (21) (34) (25) $ 18 33 — — — — — (7) $ 59 10 — — — — — (18) $ 67 28 — — 21 20 — (25) 15 11 — — 21 22 — (22) $ 7 $ 16 — — 7 — — — 8 7 (4) 15 4 — — — — 8 — (4) 6 6 — — — (1) — (2) $ $ $ $ 14 2 — — 12 — — — 3 6 (4) 16 5 — — — — 4 — (5) 12 11 — — — (1) — (1) __________ (a) Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of operating revenues, ARO updates and accretion, ARC amortization, investment income, and income taxes related to all NDT fund activity for these units. See Note 10 — Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning. Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations. (b) 362 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information (c) For ComEd, reflects the true-up adjustments in regulatory assets and liabilities associated with its distribution, energy efficiency, distributed generation, and transmission formula rates. For BGE, Pepco, and DPL, reflects the change in regulatory assets and liabilities associated with their decoupling mechanisms and transmission formula rates. For PECO and ACE, reflects the change in regulatory assets and liabilities associated with their transmission formula rates. See Note 3 — Regulatory Matters for additional information. (d) For ComEd, reflects the true-up adjustments in regulatory assets and liabilities associated with its distribution and energy efficiency formula rates. For Pepco and DPL, reflects the change in regulatory assets and liabilities associated with their decoupling mechanisms. See Note 3 — Regulatory Matters for additional information. The following tables provide a reconciliation of cash, restricted cash, and cash equivalents reported within the Registrants' Consolidated Balance Sheets that sum to the total of the same amounts in their Consolidated Statements of Cash Flows. December 31, 2020 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in other long- term assets Cash, restricted cash, and cash equivalents - Held for Sale Total cash, restricted cash, and cash equivalents December 31, 2019 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in other long- term assets Total cash, restricted cash, and cash equivalents December 31, 2018 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in other long- term assets Total cash, restricted cash, and cash equivalents December 31, 2017 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in other long- term assets Total cash, restricted cash, and cash equivalents Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE $ $ $ $ $ $ $ $ 663 438 53 12 226 $ 83 $ 19 $ 144 $ 111 $ 89 — 12 279 43 — 7 — — 1 — — 39 10 — $ 30 35 — — $ 15 — — — 1,166 $ 327 $ 405 $ 26 $ 145 $ 160 $ 65 $ 15 $ $ 587 358 177 303 146 — $ 90 $ 21 $ 24 $ 131 $ 150 163 6 — 1 — 36 14 $ 30 33 — $ 13 — — 1,122 $ 449 $ 403 $ 27 $ 25 $ 181 $ 63 $ 13 $ 1,349 $ 247 185 750 153 — $ 135 $ 130 $ 29 166 5 — 7 6 — $ 124 $ 43 19 16 37 — $ 23 $ 1 — 1,781 $ 903 $ 330 $ 135 $ 13 $ 186 $ 53 $ 24 $ $ 898 207 85 416 138 — $ 76 $ 271 $ 17 $ 5 63 4 — 1 — 30 42 23 $ 5 $ 35 — $ 2 — — $ 1,190 $ 554 $ 144 $ 275 $ 18 $ 95 $ 40 $ 2 $ 17 3 10 — 30 12 2 14 28 7 4 19 30 2 6 23 31 363 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 24 — Supplemental Financial Information Supplemental Balance Sheet Information The following tables provide additional information about material items recorded in the Registrants' Consolidated Balance Sheets. Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Investments December 31, 2020 Equity method investments: Other equity method investments $ 81 $ 65 $ 6 $ 8 $ — $ — $ — $ — $ — Other investments: Employee benefit trusts and (a) investments Equity investments without readily determinable fair values Other available for sale debt security investments 283 73 3 61 55 3 — — — Total investments $ 440 $ 184 $ 6 $ 22 — — 30 $ 10 — — 10 140 115 — — — — $ 140 $ 115 $ — — — — $ — — — — December 31, 2019 Equity method investments: Other equity method investments $ 92 $ 71 $ 6 $ 8 $ — $ — $ — $ — $ — Other investments: Employee benefit trusts and (a) investments Equity investments without readily determinable fair values Other available for sale debt security investments 262 69 41 54 69 41 — — — Total investments $ 464 $ 235 $ 6 $ __________ (a) The Registrants’ debt and equity security investments are recorded at fair market value. 19 — — 27 7 — — 135 110 — — — — $ 7 $ 135 $ 110 $ — — — — $ Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE Accrued expenses December 31, 2020 Compensation-related accruals Taxes accrued (a) Interest accrued December 31, 2019 Compensation-related accruals Taxes accrued (a) Interest accrued $ 1,069 $ 527 331 $ 1,052 $ 414 337 $ $ 426 229 44 422 222 65 170 $ 94 109 $ 73 16 37 171 $ 58 $ 83 110 3 37 $ $ 84 73 46 78 26 46 $ $ 109 117 51 101 117 49 $ $ 36 90 26 28 90 23 $ $ 18 18 7 19 14 8 __________ (a) Primarily includes accrued payroll, bonuses and other incentives, vacation, and benefits. — — — — 17 12 12 15 8 12 364 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 25 — Related Party Transactions 25. Related Party Transactions (All Registrants) Operating revenues from affiliates Generation The following table presents Generation’s Operating revenues from affiliates, which are primarily recorded as Purchased power from affiliates and an immaterial amount recorded as Operating and maintenance expense from affiliates at the Utility Registrants: Operating revenues from affiliates: (a)(b) ComEd (c) PECO (d) BGE PHI (e) Pepco (f) DPL ACE (g) Other Total operating revenues from affiliates (Generation) For the Years Ended December 31, 2020 2019 2018 330 $ 369 $ 190 315 367 279 75 13 9 158 289 353 264 70 19 3 523 128 260 355 206 120 29 2 1,211 $ 1,172 $ 1,268 $ $ __________ (a) Generation has an ICC-approved RFP contract with ComEd to provide a portion of ComEd’s electricity supply requirements. Generation also sells RECs and ZECs to ComEd. (b) For 2020, ComEd’s Purchased power from Generation of $345 million is recorded as Operating revenues from ComEd of $330 million and Purchased power and fuel from ComEd of $15 million at Generation. For 2019, ComEd’s Purchased power from Generation of $376 million is recorded as Operating revenues from ComEd of $369 million and Purchased power and fuel from ComEd of $7 million at Generation. (c) Generation provides electric supply to PECO under contracts executed through PECO’s competitive procurement process. In addition, Generation has a ten-year agreement with PECO to sell solar AECs. (d) Generation provides a portion of BGE’s energy requirements under its MDPSC-approved market-based SOS and gas commodity programs. (e) Generation provides electric supply to Pepco under contracts executed through Pepco's competitive procurement process approved by the MDPSC and DCPSC. (f) Generation provides a portion of DPL's energy requirements under its MDPSC and DPSC approved market based SOS commodity programs. (g) Generation provides electric supply to ACE under contracts executed through ACE's competitive procurement process. PHI PHI’s Operating revenues from affiliates are primarily with BSC for services that PHISCO provides to BSC. Operating and maintenance expense from affiliates The Registrants receive a variety of corporate support services from BSC. Pepco, DPL, and ACE also receive corporate support services from PHISCO. See Note 1 - Significant Accounting Policies for additional information regarding BSC and PHISCO. 365 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 25 — Related Party Transactions The following table presents the service company costs allocated to the Registrants: Exelon BSC PHISCO Generation BSC ComEd BSC PECO BSC BGE BSC PHI BSC PHISCO Pepco BSC PHISCO DPL BSC PHISCO ACE BSC PHISCO Operating and maintenance from affiliates Capitalized costs For the years ended December 31, For the years ended December 31, 2020 2019 2018 2020 2019 2018 $ 585 $ 516 $ $ 552 $ 570 $ 652 283 150 170 152 — 85 120 54 97 45 87 263 149 157 139 — 85 124 52 100 42 90 265 146 157 147 — 89 137 51 111 42 98 61 54 186 76 132 149 61 55 27 51 18 40 16 72 66 148 88 126 88 72 38 33 25 20 19 19 448 79 67 135 64 79 102 79 40 32 28 25 20 21 Current Receivables from/Payables to affiliates The following tables present current receivables from affiliates and current payables to affiliates: December 31, 2020 Payables to affiliates: Generation ComEd PECO BGE PHI Pepco DPL ACE Other Total $ $ Generation ComEd PECO BGE Pepco DPL ACE BSC PHISCO Other Total Receivables from affiliates: (a) 78 17 11 — 13 3 6 25 153 $ 13 $ — $ — $ — $ — $ — $ 72 $ — $ 22 $ 1 — — 2 1 — 5 — — — — — — 2 — — — 1 — — 2 — — — — — — 2 — — — — — — 1 — — — — — — 6 59 28 47 4 25 21 15 — — — — — 14 10 9 — 9 4 3 11 — 1 1 107 146 50 61 15 55 36 31 43 $ 22 $ 2 $ 3 $ 2 $ 1 $ 6 $ 271 $ 33 $ 51 $ 544 366 Table of Contents December 31, 2019 Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 25 — Related Party Transactions Payables to affiliates: Generation ComEd PECO BGE ACE BSC PHISCO Other Total Receivables from affiliates: Generation ComEd PECO BGE PHI Pepco DPL ACE Other Total $ 27 $ — $ — $ — $ 67 $ — $ 23 $ $ (a) 78 27 28 — 34 7 7 9 — — — — — — 1 — — — — — — 1 — — — — — — 1 — — — — — 3 1 54 25 34 4 16 10 7 — — — — — 15 11 10 — 8 3 4 10 1 1 1 117 140 55 66 14 66 32 25 13 $ 190 $ 28 $ 1 $ 1 $ 4 $ 217 $ 36 $ 51 $ 528 __________ (a) At December 31, 2020 and 2019, Generation also had a contract liability with ComEd for $50 million and $37 million, respectively, that was included in Other liabilities on Generation’s Consolidated Balance Sheets. At December 31, 2020 and 2019, ComEd had a Current Payable to Generation of $28 million and $41 million, respectively, on its Consolidated Balance Sheets, which consisted of Generation’s Current Receivable from ComEd, partially offset by Generation’s contract liability with ComEd. Borrowings from Exelon/PHI intercompany money pool To provide an additional short-term borrowing option that will generally be more favorable to the borrowing participants than the cost of external financing both Exelon and PHI operate an intercompany money pool. Generation, ComEd, PECO, and PHI Corporate participate in the Exelon money pool. Pepco, DPL, and ACE participate in the PHI intercompany money pool. Noncurrent Receivables from/Payables to affiliates Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent NDT funds are greater than the underlying ARO at the end of decommissioning, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 10 — Asset Retirement Obligations for additional information. The following table presents noncurrent receivables from affiliates at ComEd and PECO which are recorded as noncurrent payables to affiliates at Generation: ComEd PECO Long-term debt to financing trusts The following table presents Long-term debt to financing trusts: ComEd Financing III PECO Trust III PECO Trust IV Total Long-term debt to affiliates December 31, 2020 2019 $ 2,541 $ 475 2,622 480 Exelon 2020 ComEd As of December 31, PECO Exelon 2019 ComEd PECO $ $ 206 $ 205 $ — $ 206 $ 205 $ 81 103 — — 81 103 81 103 — — 390 $ 205 $ 184 $ 390 $ 205 $ — 81 103 184 367 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 25 — Related Party Transactions In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-term debt to affiliates in Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate. 26. Subsequent Events (Exelon and Generation) Planned Separation On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation, creating two publicly traded companies. Under the separation plan, Exelon shareholders will retain their current shares of Exelon stock and receive a pro-rata distribution of shares of the new company’s stock in a transaction that is expected to be tax-free to Exelon and its shareholders for U.S. federal income tax purposes. The actual number of shares to be distributed to Exelon shareholders will be determined prior to closing. Exelon is targeting to complete the separation in the first quarter of 2022, subject to final approval by Exelon’s Board of Directors, a Form 10 registration statement being declared effective by the SEC, regulatory approvals, and satisfaction of other conditions. The transaction is subject to approval by the FERC, NRC, and NYPSC, and receipt of a private letter ruling from the IRS and tax opinion from Exelon’s tax advisors. There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing. Impacts of February 2021 Weather Events and Texas-based Generating Assets Outages Beginning on February 15, 2021, Generation’s Texas-based generating assets within the ERCOT market, specifically Colorado Bend II, Wolf Hollow II, and Handley, experienced periodic outages as a result of historically severe cold weather conditions. In addition, those weather conditions drove increased demand for service, limited the availability of natural gas to fuel power plants, dramatically increased wholesale power prices, and also increased gas prices in certain regions. In response to the high demand and significantly reduced total generation on the system, ERCOT implemented load reductions to maintain the reliability of the grid and required the use of an administrative price cap of $9,000 per megawatt hour during load shedding events. Exelon and Generation estimate the impact to their Net income for the first quarter of 2021 arising from these market and weather conditions to be approximately $560 million to $710 million. The estimated impact includes favorable results in certain regions within Generation’s wholesale gas business. The ultimate impact to Exelon’s and Generation’s consolidated financial statements may be affected by a number of factors, including final settlement data, the impacts of customer and counterparty credit losses, any state sponsored solutions to address the financial challenges caused by the event, and litigation and contract disputes which may result. Generation used a combination of commercial paper and letters of credit to manage collateral needs and has posted approximately $1.4 billion of collateral with ERCOT as of February 22, 2021. Generation continues to believe it has sufficient cash on hand and available capacity on its revolver, which was $2.4 billion as of February 22, 2021, to meet its liquidity requirements. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE All Registrants None. ITEM 9A. CONTROLS AND PROCEDURES All Registrants—Disclosure Controls and Procedures During the fourth quarter of 2020, each registrant’s management, including its principal executive officer and principal financial officer, evaluated the effectiveness of that registrant’s disclosure controls and procedures 368 Table of Contents related to the recording, processing, summarizing, and reporting of information in that registrant’s periodic reports that it files with the SEC. These disclosure controls and procedures have been designed by each registrant to ensure that (a) information relating to that registrant, including its consolidated subsidiaries, that is required to be included in filings under the Securities Exchange Act of 1934, is accumulated and made known to that registrant’s management, including its principal executive officer and principal financial officer, by other employees of that registrant and its subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Accordingly, as of December 31, 2020, the principal executive officer and principal financial officer of each registrant concluded that such registrant’s disclosure controls and procedures were effective to accomplish their objectives. All Registrants—Changes in Internal Control Over Financial Reporting Each registrant continually strives to improve its disclosure controls and procedures to enhance the quality of its financial reporting and to maintain dynamic systems that change as conditions warrant. However, there have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, any of the Registrant's internal control over financial reporting, including no changes resulting from COVID-19. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Executive Overview for additional information on COVID-19. All Registrants—Internal Control Over Financial Reporting Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, 2020. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2020 and, therefore, concluded that each registrant’s internal control over financial reporting was effective. Management’s Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ITEM 9B. OTHER INFORMATION All Registrants On February 22, 2021, ComEd adopted Amended and Restated Bylaws to amend the standard for independent directors. 369 Table of Contents Exelon Generation Company, LLC, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to Generation, PECO, BGE, PHI, Pepco, DPL, and ACE are not presented. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Executive Officers The information required by ITEM 10 relating to executive officers is set forth above in ITEM 1. BUSINESS—Executive officers of the Registrants at February 24, 2021. Directors, Director Nomination Process and Audit Committee The information required under ITEM 10 concerning directors and nominees for election as directors at the annual meeting of shareholders (Item 401 of Regulation S-K), the director nomination process (Item 407(c)(3)), the audit committee (Item 407(d)(4) and (d)(5)), and the beneficial reporting compliance (Sec. 16(a)) is incorporated herein by reference to information to be contained in Exelon’s definitive 2021 proxy statement (2021 Exelon Proxy Statement) and the ComEd information statement (2021 ComEd Information Statement) to be filed with the SEC on or before April 30, 2021 pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934. Code of Ethics Exelon’s Code of Business Conduct is the code of ethics that applies to Exelon’s and ComEd’s Chief Executive Officer, Chief Financial Officer, Corporate Controller, and other finance organization employees. The Code of Business Conduct is filed as Exhibit 14 to this report and is available on Exelon’s website at www.exeloncorp.com. The Code of Business Conduct will be made available, without charge, in print to any shareholder who requests such document from Carter C. Culver, Senior Vice President and Deputy General Counsel, Exelon Corporation, P.O. Box 805398, Chicago, Illinois 60680-5398. If any substantive amendments to the Code of Business Conduct are made or any waivers are granted, including any implicit waiver, from a provision of the Code of Business Conduct, to its Chief Executive Officer, Chief Financial Officer or Corporate Controller, Exelon will disclose the nature of such amendment or waiver on Exelon’s website, www.exeloncorp.com, or in a report on Form 8-K. 370 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be set forth under Executive Compensation Data and Report of the Compensation Committee in the Exelon Proxy Statement for the 2021 Annual Meeting of Shareholders or the ComEd 2021 Information Statement, which are incorporated herein by reference. 371 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The additional information required by this item will be set forth under Ownership of Exelon Stock in the 2021 Exelon Proxy Statement or the ComEd 2021 Information Statement and incorporated herein by reference. Securities Authorized for Issuance under Exelon Equity Compensation Plans Plan Category Equity compensation plans approved by security holders [A] [B] Number of securities to be issued upon exercise of outstanding Options, warrants and rights (Note 1) Weighted-average price of outstanding Options, warrants and rights (Note 2) [C] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [A]) (Note 3) 7,130,386 $ 16.29 46,987,104 __________ (1) Balance includes stock options, unvested performance shares, and unvested restricted stock units that were granted under the Exelon LTIP or predecessor company plans (including shares awarded under those plans and deferred into the stock deferral plan) and deferred stock units granted to directors as part of their compensation. Unvested performance shares are subject to performance metrics and to a total shareholder return modifier. Additionally, pursuant to the terms of the Exelon LTIP plan, 50% of final payouts are made in the form of shares of common stock and 50% is made in form of in cash, or if the participant has exceeded 200% of their stock ownership requirement, 100% of the final payout is made in cash. For performance shares granted in 2018, 2019, and 2020, the total includes the maximum number of shares that could be issued assuming all participants receive 50% of payouts in shares and assuming the performance and total shareholder return modifier metrics were both at maximum, representing best case performance, for a total of 6,988,082 shares. If the performance and total shareholder return modifier metrics were at "target", the number of securities to be issued for such awards would be 3,494,041. The balance also includes 450,154 shares to be issued upon the conversion of deferred stock units awarded to members of the Exelon board of directors. Conversion of the deferred stock units to shares of common stock occurs after a director terminates service to the Exelon board or the board of any of its subsidiary companies. See Note 21 — Stock-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans. (2) The weighted-average price reported in column B does not take the performance shares and shares credited to deferred compensation plans into account. (3) Includes 15,229,957 shares remaining available for issuance from the employee stock purchase plan and 4,729,509 shares remaining available for issuance to former Constellation employees with outstanding awards made under the prior Constellation LTIP. No ComEd securities are authorized for issuance under equity compensation plans. 372 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The additional information required by this item will be set forth under Related Persons Transactions and Director Independence in the Exelon Proxy Statement for the 2021 Annual Meeting of Shareholders or the ComEd 2021 Information Statement, which are incorporated herein by reference. 373 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be set forth under The Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for 2021 in the Exelon Proxy Statement for the 2021 Annual Meeting of Shareholders and the ComEd 2021 Information Statement, which are incorporated herein by reference. 374 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this report: (1) Exelon (i) Financial Statements (Item 8): Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Balance Sheets at December 31, 2020 and 2019 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019, and 2018 Notes to Consolidated Financial Statements (ii) Financial Statement Schedules: Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019, and 2018 Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto. 375 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Statements of Operations and Other Comprehensive Income (In millions) Operating expenses Operating and maintenance Operating and maintenance from affiliates Other Total operating expenses Operating loss Other income and (deductions) Interest expense, net Equity in earnings of investments Interest income from affiliates, net Other, net Total other income Income before income taxes Income taxes Net income Other comprehensive income (loss) Pension and non-pension postretirement benefit plans: Prior service benefit reclassified to periodic costs Actuarial loss reclassified to periodic cost Pension and non-pension postretirement benefit plan valuation adjustment Unrealized (loss) gain on cash flow hedges Unrealized gain on equity investments Unrealized (loss) on foreign currency translation Other comprehensive income (loss) Comprehensive income 2020 For the Years Ended December 31, 2019 2018 $ $ $ $ (2) $ 10 2 10 (10) (378) 2,313 30 15 1,980 1,970 7 1,963 $ (40) $ 190 (357) (1) — — (208) 1,755 $ 33 $ 9 1 43 (43) (321) 3,254 39 14 2,986 2,943 7 2,936 $ (64) $ 148 (289) 1 — — (204) 2,732 $ (5) 9 4 8 (8) (312) 2,183 42 3 1,916 1,908 (97) 2,005 (66) 247 (143) 12 1 (10) 41 2,046 See the Notes to Financial Statements 376 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Statements of Cash Flows (In millions) Net cash flows provided by operating activities Cash flows from investing activities Changes in Exelon intercompany money pool Notes receivable from affiliates Investment in affiliates Net cash flows used in investing activities Cash flows from financing activities Changes in short-term borrowings Issuance of long-term debt Retirement of long-term debt Dividends paid on common stock Proceeds from employee stock plans Other financing activities Net cash flows used in financing activities Increase (Decrease) in cash, restricted cash, and cash equivalents Cash, restricted cash, and cash equivalents at beginning of period Cash, restricted cash, and cash equivalents at end of period 2020 For the Years Ended December 31, 2019 2018 $ 3,018 $ 1,948 $ 2,576 (477) 550 (1,969) (1,896) (136) 2,000 (1,450) (1,492) 45 (27) (1,060) 62 1 95 — (1,071) (976) 136 — — (1,408) 112 — (1,160) (188) 189 $ 63 $ 1 $ 1 — (1,231) (1,230) — — — (1,332) 105 (4) (1,231) 115 74 189 See the Notes to Financial Statements 377 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets ASSETS (In millions) Current assets Cash and cash equivalents Accounts receivable, net Other accounts receivable Accounts receivable from affiliates Mark-to-market derivative assets Notes receivable from affiliates Regulatory assets Other Total current assets Property, plant, and equipment, net Deferred debits and other assets Regulatory assets Investments in affiliates Deferred income taxes Notes receivable from affiliates Other Total deferred debits and other assets Total assets December 31, 2020 2019 $ 63 $ 354 11 — 598 315 4 1,345 46 3,816 43,149 1,625 324 312 49,226 50,617 $ $ 1 168 41 3 679 253 4 1,149 47 3,772 42,245 1,524 329 308 48,178 49,374 See the Notes to Financial Statements 378 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets (In millions) Current liabilities LIABILITIES AND SHAREHOLDERS’ EQUITY December 31, 2020 2019 Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Regulatory liabilities Pension obligations Other Total current liabilities Long-term debt Deferred credits and other liabilities Regulatory liabilities Pension obligations Non-pension postretirement benefit obligations Deferred income taxes Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholders’ equity Common stock (No par value, 2,000 shares authorized, 976 shares and 973 shares outstanding at December 31, 2020 and 2019, respectively) Treasury stock, at cost (2 shares at December 31, 2020 and 2019) Retained earnings Accumulated other comprehensive loss, net Total shareholders’ equity Total liabilities and shareholders’ equity See the Notes to Financial Statements 379 $ $ 500 $ 300 1 76 457 4 92 4 1,434 7,418 32 8,351 387 348 62 9,180 18,032 19,373 (123) 16,735 (3,400) 32,585 50,617 $ 636 1,458 1 131 363 13 77 10 2,689 5,717 31 7,960 403 263 87 8,744 17,150 19,274 (123) 16,267 (3,194) 32,224 49,374 Table of Contents 1. Basis of Presentation Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements Exelon Corporate is a holding company that conducts substantially all of its business operations through its subsidiaries. These condensed financial statements and related footnotes have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X. These statements should be read in conjunction with the consolidated financial statements and notes thereto of Exelon Corporation. Exelon Corporate owns 100% of all of its significant subsidiaries, either directly or indirectly, except for Commonwealth Edison Company (ComEd), of which Exelon Corporate owns more than 99%. 2. Debt and Credit Agreements Short-Term Borrowings Exelon Corporate meets its short-term liquidity requirements primarily through the issuance of commercial paper. Exelon Corporate had no outstanding commercial paper borrowings and $136 million at December 31, 2020 and 2019, respectively. Short-Term Loan Agreements On March 23, 2017, Exelon Corporate entered into a 12-month term loan agreement for $500 million, which was renewed annually on March 22, 2018, March 20, 2019, and March 19, 2020, respectively. The loan agreement will expire on March 18, 2021. Pursuant to the loan agreement, as of December 31, 2020, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.65% and all indebtedness thereunder is unsecured. The loans beared interest at LIBOR plus 0.95% as of December 31, 2019 as part of the March 20, 2019 renewal. The loan agreement is reflected in Exelon’s Consolidated Balance Sheet within Short-Term borrowings. Revolving Credit Agreements On May 26, 2018, Exelon Corporate's syndicated revolving credit facility of $600 million had its maturity date extended to May 26, 2023. As of December 31, 2020, Exelon Corporation had available capacity under those commitments of $594 million. See Note 17—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon Corporation’s credit agreement. On April 24, 2020, Exelon Corporate entered into a credit agreement establishing a $550 million 364-day revolving credit facility at a variable interest rate of LIBOR plus 1.75%. This facility will be used by Exelon as an additional source of short-term liquidity as needed. 380 Table of Contents Long-Term Debt Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 2020 and December 31, 2019: Rates Maturity Date December 31, 2020 2019 Long-term debt Junior subordinated notes Senior unsecured notes (a) Total long-term debt Unamortized debt discount and premium, net Unamortized debt issuance costs Fair value adjustment Long-term debt due within one year Long-term debt 2.45 % - 3.50 % 7.60 % 2022 $ 1,150 $ 2021 - 2050 6,439 7,589 (10) (47) 186 (300) $ 7,418 $ __________ (a) Senior unsecured notes include mirror debt that is held on both Generation and Exelon Corporation's balance sheets. The debt maturities for Exelon Corporate for the periods 2021, 2022, 2023, 2024, 2025, and thereafter are as follows: 2021 2022 2023 2024 2025 Thereafter Total long-term debt $ $ 1,150 5,889 7,039 (7) (39) 182 (1,458) 5,717 300 1,150 — — 807 5,332 7,589 3. Commitments and Contingencies See Note 19—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies related to environmental matters and fund transfer restrictions. 381 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements 4. Related Party Transactions The financial statements of Exelon Corporate include related party transactions as presented in the tables below: (In millions) Operating and maintenance from affiliates: (a) BSC Other Total operating and maintenance from affiliates: Interest income from affiliates, net: Generation BSC EEDC (b) Total interest income from affiliates, net: Equity in earnings (losses) of investments: EEDC (b) Generation UII PCI Exelon Enterprises Exelon INQB8R Exelon Transmission Company Other Total equity in earnings of investments: Cash contributions received from affiliates For the Years Ended December 31, 2020 2019 2018 10 $ — 10 $ 29 $ 1 — 30 $ 9 $ — 9 $ 36 $ 3 — 39 $ 1,729 $ 589 2,054 $ 1,125 — — — (6) — 1 97 1 (16) (8) (2) 3 2,313 $ 3,254 $ 3,372 $ 2,514 $ 11 (2) 9 36 4 2 42 1,830 369 — (17) — — 1 — 2,183 2,302 $ $ $ $ $ $ $ 382 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements (in millions) Accounts receivable from affiliates (current): (a) BSC Generation ComEd PECO BGE PHISCO Exelon Enterprises Exelon VTI, LLC Total accounts receivable from affiliates (current): Notes receivable from affiliates (current): BSC (a) (c) Generation PECO PHI Total notes receivable from affiliates (current): Investments in affiliates: BSC (a) EEDC (b) Generation PCI UII Voluntary Employee Beneficiary Association trust Exelon Enterprises Exelon INQB8R, LLC Other Total investments in affiliates: Notes receivable from affiliates (non-current): Generation (c) Accounts payable to affiliates (current): UII BSC EEDC (b) Generation (c) Exelon Enterprises Total accounts payable to affiliates (current): December 31, 2020 2019 — $ 3 — 1 — 6 1 — 11 $ 252 $ 285 40 21 598 $ 196 $ 30,103 12,400 62 365 — 3 23 (3) 11 13 2 2 1 7 — 5 41 109 558 — 12 679 197 28,147 13,484 62 365 (4) 6 (8) (4) 43,149 $ 42,245 324 $ 360 $ 91 4 2 — 457 $ 329 360 — — — 3 363 $ $ $ $ $ $ $ $ $ __________ (a) Exelon Corporate receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, and supply management services. All services are provided at cost, including applicable overhead. (b) EEDC consists of ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE. (c) In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-Term Debt to affiliates in Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation in Exelon’s Consolidated Balance Sheets. 383 Table of Contents Exelon Corporation and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Column D Column E Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (In millions) For the year ended December 31, 2020 Allowance for credit losses (a) Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses (a) Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses (a) Deferred tax valuation allowance Reserve for obsolete materials $ $ $ 294 $ 240 (b) $ (18) (c) $ 79 (d) $ 26 155 — 128 (e) 319 $ 119 (b) $ 35 156 — 6 322 $ 159 (b) $ 37 174 — 25 1 (1) 26 (9) — 35 5 (31) (f) $ $ — 6 170 (d) $ — 7 197 (d) $ 7 12 437 27 276 294 26 155 319 35 156 __________ (a) Excludes the non-current allowance for credit losses related to PECO’s installment plan receivables of $5 million, $9 million, and $13 million for the years ended December 31, 2020, 2019, and 2018, respectively. (b) The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under different mechanisms applicable to the different (c) jurisdictions the Utility Registrants operate in. Includes a decrease related to the sale of customer accounts receivable at Generation in the second quarter of 2020. See Note 6—Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information. (d) Primarily reflects write-offs, net of recoveries of individual accounts receivable. (e) Primarily reflects expense resulting from materials and supplies inventory reserve adjustments as a result of the decision to early retire Byron, Dresden, and Mystic 8 and 9. See Note 7—Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information. (f) Primarily reflects the reclassification of assets as held for sale at Generation. 384 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies (2) Generation (i) Financial Statements (Item 8): Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Balance Sheets at December 31, 2020 and 2019 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019, and 2018 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 385 Table of Contents Exelon Generation Company, LLC and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Column D Column E Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (In millions) For the year ended December 31, 2020 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials $ $ $ 81 $ 24 143 104 $ 26 145 114 $ 23 166 $ $ $ 12 — 123 (c) 27 — — 44 — 20 (56) (a) $ 5 (b) $ (1) (1) (11) (2) — 4 3 (32) (d) $ $ — — 39 (b) $ — 2 58 (b) $ — 9 32 23 265 81 24 143 104 26 145 __________ (a) Reflects the sale of customer accounts receivable at Generation in the second quarter of 2020. See Note 6—Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information. (b) Write-offs, net of recoveries of individual accounts receivable. (c) Primarily reflects expense resulting from materials and supplies inventory reserve adjustments as a result of the decision to early retire Byron, Dresden, and Mystic 8 and 9. See Note 7—Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information. (d) Primarily reflects the reclassification of assets as held for sale. 386 Table of Contents Commonwealth Edison Company and Subsidiary Companies (3) ComEd (i) Financial Statements (Item 8): Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Balance Sheets at December 31, 2020 and 2019 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2020, 2019, and 2018 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 387 Table of Contents Commonwealth Edison Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Column D Column E Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (In millions) For the year ended December 31, 2020 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses Reserve for obsolete materials $ $ $ 79 $ 7 81 $ 6 73 $ 5 54 (a) $ 3 35 (a) $ 6 44 3 (a) $ 13 $ — 20 $ — 23 $ 1 28 (b) $ 4 57 (b) $ 5 59 3 (b) $ 118 6 79 7 81 6 __________ (a) ComEd is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through a rider mechanism. The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under such mechanism. See Note 3 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. (b) Write-offs, net of recoveries of individual accounts receivable. 388 Table of Contents (4) PECO (i) Financial Statements (Item 8): PECO Energy Company and Subsidiary Companies Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Balance Sheets at December 31, 2020 and 2019 Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2020, 2019, and 2018 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 389 Table of Contents PECO Energy Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Description (In millions) For the year ended December 31, 2020 Allowance for credit losses Deferred tax valuation allowance (a) Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses (a) Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses (a) Reserve for obsolete materials Additions and adjustments Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period $ $ $ 62 $ — 2 61 $ 2 56 $ 2 76 — 1 31 — 33 — (b) $ 6 $ 1 — 3 $ — 3 $ — $ $ $ $ (c) 20 — 1 33 (c) $ — 31 (c) $ — 124 1 2 62 2 61 2 __________ (a) Excludes the non-current allowance for credit losses related to PECO’s installment plan receivables of $5 million, $9 million, and $13 million for the years ended December 31, 2020, 2019, and 2018, respectively. (b) The amount charged to costs and expenses includes the amount that was reclassified to the COVID-19 regulatory asset. See Note 3 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. (c) Write-offs, net of recoveries of individual accounts receivable. 390 Table of Contents (5) BGE (i) Financial Statements (Item 8): Baltimore Gas and Electric Company Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 Balance Sheets at December 31, 2020 and 2019 Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2020, 2019 and 2018 Notes to Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 391 Table of Contents Baltimore Gas and Electric Company Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Description (In millions) For the year ended December 31, 2020 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials Additions and adjustments Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period $ $ $ 17 $ 31 (a) $ 6 $ 10 (b) $ 1 1 — — (1) — — — 20 $ 8 (a) $ 7 $ 18 (b) $ 1 1 — — — — — — 24 $ 10 (a) $ (2) $ 12 (b) $ 1 — — 1 — — — — 44 — 1 17 1 1 20 1 1 __________ (a) The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under different mechanisms as approved by the MDPSC. (b) Write-offs, net of recoveries of individual accounts receivable. 392 Table of Contents (6) PHI (i) Financial Statements (Item 8): Pepco Holdings LLC and Subsidiary Companies Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Balance Sheets at December 31, 2020 and 2019 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019, and 2018 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 393 Table of Contents Pepco Holdings LLC and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Description (In millions) For the year ended December 31, 2020 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses Deferred tax valuation allowance Reserve for obsolete materials Additions and adjustments Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period $ $ $ 53 $ 3 69 (a) $ — 13 $ — 16 (b) $ 1 53 $ 17 (a) $ 7 $ 24 (c) $ 8 2 — 1 (8) — — — 55 $ 28 (a) $ 7 $ 37 (c) $ 13 2 — — 2 — 7 — 119 2 53 — 3 53 8 2 __________ (a) The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under different mechanisms applicable to the different jurisdictions Pepco, DPL, and ACE operate in. (b) Write-offs, net of recoveries of individual accounts receivable. (c) Write-offs of individual accounts receivable. 394 Table of Contents (7) Pepco (i) Financial Statements (Item 8): Potomac Electric Power Company Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 Balance Sheets at December 31, 2020 and 2019 Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2020, 2019 and 2018 Notes to Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 395 Table of Contents Potomac Electric Power Company Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Description (In millions) For the year ended December 31, 2020 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses Reserve for obsolete materials Additions and adjustments Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period $ $ $ 20 $ 1 21 $ 1 21 $ 1 25 (a) $ — 7 (a) $ — 11 (a) $ — 5 $ — 2 $ — 3 $ — 5 (b) $ — 10 (c) $ — 14 (c) $ — 45 1 20 1 21 1 __________ (a) The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under different mechanisms as approved by the DCPSC and MDPSC. (b) Write-offs, net of recoveries of individual accounts receivable. (c) Write-off of individual accounts receivable. 396 Table of Contents (8) DPL (i) Financial Statements (Item 8): Delmarva Power & Light Company Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 Balance Sheets at December 31, 2020 and 2019 Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2020, 2019 and 2018 Notes to Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 397 Table of Contents Delmarva Power & Light Company Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Description (In millions) For the year ended December 31, 2020 Allowance for credit losses For the year ended December 31, 2019 Allowance for credit losses For the year ended December 31, 2018 Allowance for credit losses Additions and adjustments Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period $ $ $ 15 $ 16 (a) 13 $ 16 $ 4 (a) 6 (a) $ $ $ 4 $ 3 $ 2 $ 4 (b) 5 (c) 11 (c) $ $ $ 31 15 13 __________ (a) The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under different mechanisms as approved by the DPSC and MDPSC. (b) Write-offs, net of recoveries of individual accounts receivable. (c) Write-off of individual accounts receivable. 398 Table of Contents (9) ACE (i) Financial Statements (Item 8): Atlantic City Electric Company and Subsidiary Company Report of Independent Registered Public Accounting Firm dated February 24, 2021 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 Consolidated Balance Sheets at December 31, 2020 and 2019 Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2020, 2019, and 2018 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019, and 2018 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 399 Table of Contents Atlantic City Electric Company and Subsidiary Company Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Description (In millions) For the year ended December 31, 2020 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2019 Allowance for credit losses Reserve for obsolete materials For the year ended December 31, 2018 Allowance for credit losses Reserve for obsolete materials Additions and adjustments Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period $ $ $ 18 $ 1 19 $ 1 18 $ 1 28 (a) $ — 5 (a) $ — 11 — (a) $ 4 $ — 2 $ — 2 $ — (b) $ 7 1 8 (c) $ — 12 — (c) $ 43 — 18 1 19 1 __________ (a) ACE is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through the Societal Benefits Charge. The amount charged to costs and expenses includes the amount that was reclassified to regulatory assets/liabilities under such mechanism. See Note 3 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. (b) Write-offs, net of recoveries of individual accounts receivable. (c) Write-off of individual accounts receivable. 400 Table of Contents Exhibits required by Item 601 of Regulation S-K: Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request. Exhibit No. Description 2-1 2-2 2-3 2-4 2-5 2-6 2-7 2-8 2-9 3-1 3-2 3-3 3-4 Agreement and Plan of Merger dated as of April 28, 2011 by and among Exelon Corporation, Bolt Acquisition Corporation and Constellation Energy Group, Inc. (File No. 001-16169, Form 8-K dated April 28, 2011, Exhibit 2.1). Distribution and Assignment Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Constellation Energy Group, Inc. and RF HoldCo LLC (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit 2.3). Contribution and Assignment Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Exelon Energy Delivery Company, LLC and RF HoldCo LLC (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit 2.4). Contribution Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Exelon Ventures Company, LLC and Exelon Generation Company, LLC (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit 2.5). Purchase Agreement dated as of August 8, 2012 by and between Constellation Power Source Generation, Inc. and Raven Power Holdings, LLC. (File No. 333-85496, Form 10-Q dated November 7, 2012, Exhibit 2.1). Master Agreement, dated as of October 26, 2010, by and between Electricite de France, S.A. and Constellation Energy Group, Inc. (File No. 001-12869, Form 8-K dated November 1, 2010, Exhibit 2.1). Put Termination Agreement dated as of November 3, 2010, by and among EDF Inc. (formerly known as EDF Development, Inc.), E.D.F. International S.A., Constellation Nuclear, LLC, and Constellation Energy Nuclear Group, LLC. (File No. 001-12869, Form 8-K dated November 8, 2010, Exhibit 2.1). Contribution Agreement, dated as of February 4, 2010, by and among Constellation Energy Group, Inc., Baltimore Gas and Electric Company and RF HoldCo LLC. (File No. 001-12869, Form 8-K dated February 4, 2010, Exhibit 99.2). Amended and Restated Agreement and Plan of Merger, dated as of July 18, 2014, among Pepco Holdings, Inc., Exelon Corporation and Purple Acquisition Corp. (File No. 001-16169, Form 8-K dated July 21, 2014, Exhibit 2.1). Amended and Restated Articles of Incorporation of Exelon Corporation, as amended July 24, 2018 (File No. 001-16169, Form 8-K dated July 27, 2018, Exhibit 3.1). Exelon Corporation Amended and Restated Bylaws, as amended on August 3, 2020 (File No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 3.1). Certificate of Formation of Exelon Generation Company, LLC (Registration Statement No. 333-85496, Form S-4 dated December 27, 2000, Exhibit 3.1). Second Amended and Restated Operating Agreement of Exelon Generation Company, LLC dated of October 30, 2019 (File No. 333- 85496, Form 10-Q dated October 31, 2019, Exhibit 3.1). 401 Table of Contents Exhibit No. Description 3-5 3-6 3-7 3-8 3-9 3-10 3-11 3-12 3-13 3-14 3-15 3-16 3-17 3-18 3-19 3-20 Restated Articles of Incorporation of Commonwealth Edison Company Effective February 20, 1985, including Statements of Resolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Company preference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the “$2.425 Cumulative Preference Stock” (File No. 001-01839, Form 10-K dated March 30, 1995, Exhibit 3.2). Commonwealth Edison Company Amended and Restated By-Laws, Effective February 22, 2021.** Amended and Restated Articles of Incorporation of PECO Energy Company (File No. 001-01401, Form 10-K dated April 2, 2001, Exhibit 3.3). PECO Energy Company Amended and Restated Bylaws dated August 3, 2020 (File 000-16844, Form 10-Q dated August 4, 2020, Exhibit 3.3). Articles of Amendment to the Charter of Baltimore Gas and Electric Company as of February 2, 2010. (File No. 001-01910, Form 8-K dated February 4, 2010, Exhibit 3.1). Articles of Restatement to the Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996. (File No. 001-01910, Form 10-Q dated November 14, 1996, Exhibit 3). Amended and Restated Bylaws of Baltimore Gas and Electric Company dated August 3, 2020 (File No. 001-01910, Form 10-Q dated August 4, 2020, Exhibit 3.4). Certificate of Formation of Pepco Holdings LLC, dated March 23, 2016 (File No. 001-31403, Form 8-K dated March 24, 2016, Exhibit 3.2). Amended and Restated Limited Liability Company Agreement of Pepco Holdings LLC, dated August 3, 2020 (File No. 001-31403, Form 10-Q dated August 4, 2020, Exhibit 3.5). Potomac Electric Power Company Restated Articles of Incorporation and Articles of Restatement of (as filed in the District of Columbia) (File No. 001-31403, Form 10-Q dated May 5, 2006, Exhibit 3.1). Potomac Electric Power Company Restated Articles of Incorporation and Articles of Restatement of (as filed in Virginia) (File No. 001- 01072, Form 10-Q dated November 4, 2011, Exhibit 3.3). Delmarva Power & Light Company Articles of Restatement of Certificate and Articles of Incorporation (filed in Delaware and Virginia 02/22/07) (File No. 001-01405, Form 10-K dated March 1, 2007, Exhibit 3.3). Atlantic City Electric Company Restated Certificate of Incorporation (filed in New Jersey on August 9, 2002) (File No. 001-03559, Amendment No. 1 to Form U5B dated February 13, 2003, Exhibit B.8.1). Bylaws of Potomac Electric Power Company (File No. 001-01072, Form 10-Q dated May 5, 2006, Exhibit 3.2). Bylaws of Delmarva Power & Light Company (File No. 001-01405, Form 10-Q dated May 9, 2005, Exhibit 3.2.1). Bylaws of Atlantic City Electric Company (File No. 001-03559, Form 10-Q dated May 9, 2005, Exhibit 3.2.2). 402 Table of Contents Exhibit No. Description 4-1 First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, Trustee (U.S. Bank National Association, as current successor trustee), (Registration No. 2-2281, Exhibit B-1). (a) 4-1-1 Supplemental Indentures to PECO Energy Company’s First and Refunding Mortgage: Dated as of December 1, 1941 April 15, 2004 September 15, 2006 File Reference 2-4863 (a) 000-16844, Form 10-Q dated September 30, 2004 Exhibit No. B-1(h) 4-1-1 000-16844, Form 8-K dated September 25, 2006 4.1 March 1, 2007 000-16844, Form 8-K dated March 19, 2007 4.1 September 1, 2012 September 15, 2013 September 1, 2014 000-16844, Form 8-K dated September 17, 2012 000-16844, Form 8-K dated September 23, 2013 000-16844, Form 8-K dated September 15, 2014 4.1 4.1 4.1 September 15, 2015 000-16844, Form 8-K dated October 5, 2015 4.1 September 1, 2016 September 1, 2017 February 1, 2018 September 1, 2018 August 15, 2019 June 1, 2020 000-16844, Form 8-K dated September 21, 2016 000-16844, Form 8-K dated September 18, 2017 000-16844, Form 8-K dated February 23, 2018 000-16844, Form 8-K dated September 11, 2018 000-16844, Form 8-K dated September 10, 2019 000-16844, Form 8-K dated June 8, 2020 4.1 4.1 4.1 4.1 4.1 4.1 Exhibit No. Description 4-2 4-3 Exelon Corporation Direct Stock Purchase Plan (Registration Statement No. 333-206474, Form S-3, Prospectus). Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (Registration No. 2-60201, Form S-7, Exhibit 2-1). (a) 403 Table of Contents Exhibit No. Description 4-3-1 Supplemental Indentures to Commonwealth Edison Company Mortgage. Dated as of January 13, 2003 February 22, 2006 August 1, 2006 File Reference Exhibit No. 001-01839, Form 8-K dated February 13, 2003 4-4 001-01839, Form 8-K dated March 6, 2006 4.1 001-01839, Form 8-K dated August 28, 2006 4.1 September 15, 2006 001-01839, Form 8-K dated October 2, 2006 4.1 March 1, 2007 001-01839, Form 8-K dated March 23, 2007 4.1 August 30, 2007 001-01839, Form 8-K dated September 10, 2007 4.1 December 20, 2007 001-01839, Form 8-K dated January 16, 2008 4.1 March 10, 2008 July 12, 2010 August 22, 2011 001-01839, Form 8-K dated March 27, 2008 4.1 001-01839, Form 8-K dated August 2, 2010 4.1 001-01839, Form 8-K dated September 7, 2011 4.1 September 17, 2012 001-01839, Form 8-K dated October 1, 2012 4.1 August 1, 2013 January 2, 2014 October 28, 2014 001-01839, Form 8-K dated August 19, 2013 4.1 001-01839, Form 8-K dated January 10, 2014 4.1 001-01839, Form 8-K dated November 10, 2014 February 18, 2015 001-01839, Form 8-K dated March 2, 2015 November 4, 2015 June 15, 2016 August 9, 2017 001-01839, Form 8-K dated November 19, 2015 001-01839, Form 8-K dated June 27, 2016 001-01839, Form 8-K dated August 23, 2017 404 4.1 4.1 4.1 4.1 4.1 Table of Contents Dated as of February 6, 2018 File Reference 001-01839, Form 8-K dated February 20, 2018 Exhibit No. 4.1 July 26, 2018 001-01839, Form 8-K dated August 14, 2018 4.1 February 7, 2019 October 29, 2019 February 10, 2020 001-01839, Form 8-K dated February 19, 2019 001-01839, Form 8-K dated November 12, 2019 001-01839, Form 8-K dated February 10, 2020 4.1 4.1 4.1 Exhibit No. Description 4-4 4-5 4-6 4-7 4-8 4-9 4-10 4-11 4-12 4-13 4-14 4-15 Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923, and Indentures Supplemental thereto, regarding corporate trustee (File No. 001- 01839, Form 10-K dated April 1, 2002, Exhibit 4.4.2). Instrument dated as of January 31, 1996, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923 and Indentures Supplemental thereto, regarding individual trustee (File No. 001-01839, Form 10-K dated March 29, 1996, Exhibit 4.29). Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, and U.S. Bank National Association, as Trustee (File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.1). Form of 4.25% Senior Note due 2022 issued by Exelon Generation Company, LLC. (File No. 333-85496, Form 8-K dated June 18, 2012, Exhibit 4.1). Form of 5.60% Senior Note due 2042 issued by Exelon Generation Company, LLC. (File No. 333-85496, Form 8-K dated June 18, 2012, Exhibit 4.2). Form of 2.80% Senior Note due 2022 issued by Baltimore Gas and Electric Company. (File No. 001-01910, Form 8-K dated August 17, 2012, Exhibit 4.1). Form of 3.35% Senior Note due 2023 Baltimore Gas and Electric Company. (File No. 001-01910, Form 8-K dated June 17, 2013, Exhibit 4.1). Form of 6.000% Senior Notes due 2033 issued by Exelon Generation Company, LLC (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit No. 4.1). Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and U.S. Bank National Association, as Trustee, dated as of June 24, 2003 (File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.2). PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, as Sponsor, U.S. Bank Trust National Association, as Delaware Trustee and Property Trustee, and J. Barry Mitchell, George R. Shicora and Charles S. Walls as Administrative Trustees dated as of June 24, 2003 (File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.3). Indenture dated May 1, 2001 between Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (File No. 001-16169, Form 10-Q dated July 26, 2005, Exhibit 4.10). Form of $500,000,000 5.625% senior notes due 2035 dated June 9, 2005 issued by Exelon Corporation (File No. 001-16169, Form 8-K dated June 9, 2005, Exhibit 99.3). 405 Table of Contents Exhibit No. Description 4-16 4-17 4-18 4-19 4-20 4-21 4-22 4-23 4-24 4-25 4-26 4-27 4-28 4-29 4-30 Indenture dated as of September 28, 2007 from Exelon Generation Company, LLC to U.S. Bank National Association, as trustee (File No. 333-85496, Form 8-K dated September 28, 2007, Exhibit 4.1). Form of 6.25% Exelon Generation Company, LLC Senior Note due 2039 (File No. 333-85496, Form 8-K dated September 23, 2009, Exhibit 4.2). Form of 4.00% Exelon Generation Company, LLC Senior Note due 2020 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.1). Form of 5.75% Exelon Generation Company, LLC Senior Note due 2041 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.2). Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as of March 24, 1999. (File No. 333-75217, Registration Statement on Form S-3 dated March 29, 1999, Exhibit 4(a)). First Supplemental Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as of January 24, 2003. (File No. 333-102723, Registration Statement on Form S-3 dated January 24, 2003, Exhibit 4(b)). Indenture dated as of July 24, 2006 between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee. (File No. 333-135991, Registration Statement on Form S-3 dated July 24, 2006, Exhibit 4(a)). First Supplemental Indenture between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 27, 2008. (File No. 001-12869, Form 8-K dated June 30, 2008, Exhibit 4(a)). Indenture dated June 19, 2008 between Constellation Energy Group, Inc. and Deutsche Bank Trust Company Americas, as trustee. (File No. 001-12869, Form 10-Q dated August 11, 2008, Exhibit 4(a)). Indenture, dated as of September 30, 2013, among Continental Wind, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit 4.1). Indenture dated July 1, 1985, between Baltimore Gas and Electric Company and The Bank of New York (Successor to Mercantile-Safe Deposit and Trust Company), Trustee. (Designated as Exhibit 4(a) to the Registration Statement on Form S-3, File No. 2-98443); as supplemented by Supplemental Indentures dated as of October 1, 1987 (Designated as Exhibit 4(a) to the Current Report on Form 8-K, dated November 13, 1987, File No. 1-1910) and as of January 26, 1993 (Designated as Exhibit 4(b) to the Current Report on Form 8-K, dated January 29, 1993, filed by Baltimore Gas and Electric Company, File No. 1-1910). (a) Indenture dated as of July 24, 2006 between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trustee. (File No. 333-135991, Registration Statement on Form S-3 dated July 24, 2006, Exhibit 4(b)). Indenture dated as of June 29, 2007, by and between RSB BondCo LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary. (File No. 001-01910, Form 8-K dated July 5, 2007, Exhibit 4.1). Series Supplement to Indenture dated as of June 29, 2007 by and between RSB BondCo LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary (File No. 001-01910, Form 10-Q dated November 6, 2009, Exhibit 4(b)). Replacement Capital Covenant dated June 27, 2008. (File No. 001-12869, Form 8-K dated June 30, 2008, Exhibit No. 4(b)). 406 Table of Contents Exhibit No. Description 4-31 4-32 4-33 4-34 4-35-1 4-35-2 4-35-3 4-35-4 4-35-5 4-35-6 4-36 4-36-1 4-36-2 4-37 4-38 4-39 Amendment to Replacement Capital Covenant, dated as of March 12, 2012, amending the Replacement Capital Covenant, dated as of June 27, 2008 (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit 99.4). Officers’ Certificate, dated December 14, 2010, establishing the 5.15% Notes due December 1, 2020 of Constellation Energy Group, Inc., with the form of Notes attached thereto. (File No. 001-12869, Form 8-K dated December 14, 2010, Exhibit 4 (b)). Officers’ Certificate, November 16, 2011, establishing the 3.50% Notes due November 15, 2021 of Baltimore Gas and Electric Company, with the form of Notes attached thereto. (File No. 001-01910, Form 8-K dated November 16, 2011, Exhibit 4(b)). Indenture, dated as of June 17, 2014, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee. (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.1). First Supplemental Indenture, dated as of June 17, 2014, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee. (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.2). Form of 2.50% Notes due 2024 (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.2, Exhibit A). Purchase Contract and Pledge Agreement, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.4). Form of Remarketing Agreement (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.4, Exhibit P). Form of Corporate Unit (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.4, Exhibit A). Form of Treasury Unit (File No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.4, Exhibit B). Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (File No. 001-16169, Form 8-K dated June 11, 2015, Exhibit 4.1). First Supplemental Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (File No. 001-16169, Form 8-K dated June 11, 2015, Exhibit 4.2). Second Supplemental Indenture, dated as of December 2, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (File No. 001-16169, Form 8-K dated December 2, 2015, Exhibit 4.1). Form of Conversion Supplemental Indenture, dated March 23, 2016 (File No. 001-31403, Form 8-K dated March 24, 2016, Exhibit 4.1). Third Supplemental Indenture, dated as of April 7, 2016, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (File No. 001-16169, Form 8-K dated April 7, 2016, Exhibit 4.2). Mortgage and Deed of Trust, dated July 1, 1936, of Potomac Electric Power Company to The Bank of New York Mellon as successor trustee, securing First Mortgage Bonds of Potomac Electric Power Company, and Supplemental Indenture dated July 1, 1936 (File No. 2- 2232, Registration Statement dated June 19, 1936, Exhibit B-4).(a) 407 Table of Contents Exhibit No. Description 4-39-1 Supplemental Indentures to Potomac Electric Power Company Mortgage. Dated as of December 10, 1939 March 16, 2004 May 24, 2005 November 13, 2007 File Reference Form 8-K dated January 3, 1940 (a) Exhibit No. B 001-01072, Form 8-K dated March 23, 2004 4.3 001-01072, Form 8-K dated May 26, 2005 4.2 001-01072, Form 8-K dated November 15, 2007 4.2 March 24, 2008 001-01072, Form 8-K dated March 28, 2008 4.1 December 3, 2008 March 28, 2012 March 11, 2013 November 14, 2013 March 11, 2014 March 9, 2015 May 15, 2017 June 1, 2018 May 2, 2019 February 12, 2020 001-01072, Form 8-K dated December 8, 2008 4.2 001-01072, Form 8-K dated March 29, 2012 4.2 001-01072, Form 8-K dated March 12, 2013 4.2 001-01072, Form 8-K dated November 15, 2013 4.2 001-01072, Form 8-K dated March 12, 2014 4.2 001-01072, Form 8-K dated March 10, 2015 4.3 001-01072, Form 8-K dated May 22, 2017 001-01072, Form 8-K dated June 21, 2018 001-01072, Form 8-K dated June 13, 2019 001-01072, Form 8-K dated February 25, 2020 4.2 4.2 4.2 4.2 Exhibit No. Description 4-40 4-41 4-41-1 Indenture, dated as of July 28, 1989, between Potomac Electric Power Company and The Bank of New York Mellon, Trustee, with respect to Medium-Term Note Program (File No. 001-01072, Form 8-K dated June 21, 1990, Exhibit 4). (a) Senior Note Indenture, dated November 17, 2003 between Potomac Electric Power Company and The Bank of New York Mellon (File No. 001-01072, Form 8-K dated November 21, 2003, Exhibit 4.2). Supplemental Indenture, dated March 31, 2008, to Senior Note Indenture between Potomac Electric Power Company and The Bank of New York Mellon (File No. 001-01072, Form 10-K dated March 2, 2009, Exhibit 4.3). 408 Table of Contents Exhibit No. Description 4-42 Mortgage and Deed of Trust of Delaware Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943, and copies of the First through Sixty-Eighth Supplemental Indentures thereto (File No. 33-1763, Registration Statement dated November 27, 1985, Exhibit 4-A) (a) 4-42-1 Supplemental Indentures to Delmarva Power & Light Company Mortgage. Dated as of October 1, 1993 October 1, 1994 January 1, 1997 November 7, 2013 June 2, 2014 May 4, 2015 December 5, 2016 April 5, 2017 April 3, 2018 June 1, 2018 April 3, 2019 May 2, 2019 March 18, 2020 June 1, 2020 File Reference Exhibit No. 33-53855, Registration Statement dated January 30, 1995 (a) 33-53855, Registration Statement dated January 30, 1995 (a) 001-01405, Form 10-K dated February 24, 2012 001-01405, Form 8-K dated November 8, 2013 001-01405, Form 8-K dated June 3, 2014 001-01405, Form 8-K dated May 5, 2015 001-01405, Form 8-K dated December 12, 2016 001-01405, Form 10-Q dated May 3, 2017 000-01405, Form 10-Q dated May 2, 2018 000-01405, Form 8-K dated June 21, 2018 001-01405, Form 10-Q dated May 2, 2019 001-01405, Form 8-K dated December 12, 2019 001-01405, Form 10-Q dated May 8, 2020 001-01405, Form 8-K dated June 9, 2020 4-L 4-N 4.4 4.2 4.3 4.2 4.2 4.5 4.3 4.2 4.2 4.2 4.4 4.4 409 Table of Contents Exhibit No. Description 4-43 4-44 Indenture between Delmarva Power & Light Company and The Bank of New York Mellon Trust Company, N.A. (ultimate successor to Manufacturers Hanover Trust Company), as trustee, dated as of November 1, 1988 (File No. 33-46892, Registration Statement dated April 1, 1992, Exhibit 4-G). (a) Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (a) (formerly Irving Trust Company), as trustee (File No. 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a)). 4-44-1 Supplemental Indentures to Atlantic City Electric Company Mortgage. Dated as of June 1, 1949 March 1, 1991 April 1, 2004 March 8, 2006 March 29, 2011 August 18, 2014 December 1, 2015 October 9, 2018 May 2, 2019 June 1, 2020 File Reference 2-66280, Registration Statement dated December 21, 1979 (a) Exhibit No. 2(b) Form 10-K dated March 28, 1991 (a) 4(d)(1) 001-03559, Form 8-K dated April 6, 2004 4.3 001-03559, Form 8-K dated March 17, 2006 4 001-03559, Form 8-K dated April 1, 2011 4.2 001-03559, Form 8-K dated August 19, 2014 001-03559, Form 8-K dated December 2, 2015 001-03559, Form 8-K dated October 16, 2018 4.2 4.2 4.1 001-03559, Form 8-K dated May 21, 2019 4.3 001-03559, Form 8-K dated June 9, 2020 4.2 Exhibit No. Description 4-45 4-46 4-47 4-48 Indenture, dated as of March 1, 1997, between Atlantic City Electric Company and The Bank of New York Mellon, as trustee (File No. 001-03559, Form 8-K dated March 24, 1997, Exhibit 4.2). Senior Note Indenture, dated as of April 1, 2004, between Atlantic City Electric Company and The Bank of New York Mellon, as trustee (File No. 001-03559, Form 8-K dated April 6, 2004, Exhibit 4.2). Indenture, dated as of December 19, 2002 between Atlantic City Electric Transition Funding LLC and The Bank of New York Mellon, as trustee (File No. 333-59558, Form 8-K dated December 23, 2002, Exhibit 4.1). 2002-1 Series Supplement, dated as of December 19, 2002 between Atlantic City Electric Transition Funding LLC and The Bank of New York Mellon, as trustee (File No. 333-59558, Form 8-K dated December 23, 2002, Exhibit 4.2). 410 Table of Contents Exhibit No. Description 4-49 4-50 4-51 4-52 4-53 4-54 4-55 4-56 4-57 4-58 4-59 4-60 4-61 4-62 4-63 4-64 4-65 4-66 2003-1 Series Supplement, dated as of December 23, 2003 between Atlantic City Electric Transition Funding LLC and The Bank of New York Mellon, as trustee (File No. 333-59558, Form 8-K dated December 23, 2003, Exhibit 4.2). Indenture, dated September 6, 2002, between Pepco Holdings, Inc. and The Bank of New York Mellon, as trustee (File No. 333-100478, Registration Statement on Form S-3 dated October 10, 2002, Exhibit 4.03). Corporate Commercial Paper Master Note (File No. 001-31403, Form 10-K dated February 24, 2012, Exhibit 4.13). Pepco Holdings, Inc. Certificate of Series A Non-Voting Non-Convertible Preferred Stock (File No. 001-31403, Form 8-K dated April 30, 2014, Exhibit 3.1). Form of 2.400% notes due 2026 (File No. 001-01910, Form 8-K dated August 18, 2016, Exhibit 4.1). Form of 3.500% notes due 2046 (File No. 001-01910, Form 8-K dated August 18, 2016, Exhibit 4.2). Form of Exelon Generation Company, LLC 2.950% senior notes due 2020 (File No. 333-85496, Form 8-K dated March 10, 2017, Exhibit 4.1). Form of Exelon Generation Company, LLC 3.400% notes due 2022 (File No. 333-85496, Form 8-K dated March 10, 2017, Exhibit 4.2). Second Supplemental Indenture, dated April 3, 2017, between Exelon and The Bank of New York Mellon Trust Company, N.A., as trustee, to that certain Indenture (For Unsecured Subordinated Debt Securities), dated June 17, 2014 (File No. 001-16169, Form 8-K dated April 4, 2017, Exhibit 4.3). Form of Exelon Corporation 3.497% junior subordinated notes due 2022 (File No. 001-16169, Form 8-K dated April 4, 2017, Exhibit 4.4). Form of First Mortgage Bond, 4.15% Series due March 15, 2043 (File No. 001-01072, Form 8-K dated May 22, 2017, Exhibit 4.2). BGE Form of 3.750% notes due 2047 (File No. 001-01910, Form 8-K dated August 24, 2017, Exhibit 4.1). Exempt Facilities Loan Agreement dated as of June 1, 2019 between the Maryland Economic Development Corporation and Potomac Electric Power Company (File No. 001-01072, Form 8-K dated June 27, 2019, Exhibit 4.1). Indenture, dated as of September 1, 2019, between Baltimore Gas and Electric Company and U.S. Bank National Association, as trustee (File No. 001-01910, Form 8-K dated September 12, 2019, Exhibit 4.1). Description of Exelon Securities (File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 4.63). Description of PECO Securities (File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 4.64). Description of ComEd Securities (File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 4.65). Fourth Supplemental Indenture, dated as of April 1, 2020, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (File No. 001-16169, Form 8-K dated April 1, 2020, Exhibit 4.2). 411 Table of Contents Exhibit No. Description 4-67 4-68 4-69 10-1 10-2 10-3 10-4 10-5 10-6 10-7 10-8 10-9 10-10 10-11 10-12 10-13 10-14 10-15 Form of Exelon Generation Company LLC 3.250% Senior Notes due 2025 (File No. 333-85496, Form 8-K dated May 15, 2020, Exhibit 4.1). Pollution Control Facilities Loan Agreement, dated as of June 1, 2020, between The Pollution Control Financing Authority of Salem County and Atlantic City Electric (File No. 001-03559, Form 8-K dated June 2, 2020, Exhibit 4.1). Gas Facilities Loan Agreement, dated as of July 1, 2020, between The Delaware Economic Development Authority and Delmarva Power (File No. 001-01405, Form 8-K dated July 1, 2020, Exhibit 4.1). Exelon Corporation Non-Employee Directors’ Deferred Stock Unit Plan (As Amended and Restated Effective April 28, 2020). (File No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.1). Form of Exelon Corporation Unfunded Deferred Compensation Plan for Directors (as amended and restated Effective March 12, 2012) * (File No. 001-16169, Form 10-K dated February 10, 2016, Exhibit 10.3). Form of Restricted Stock Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (File No. 1-16169, Form 10-Q dated October 31, 2019, Exhibit 10.2). Unicom Corporation Deferred Compensation Unit Plan, as amended (File No. 001-11375, Form 10-K dated March 29, 1996, Exhibit 10.12). Amendment Number One to the Unicom Corporation Deferred Compensation Unit Plan, as amended January 1, 2008 * (File No. 001- 16169, Form 10-K dated February 6, 2009, Exhibit 10.16). Exelon Corporation Supplemental Management Retirement Plan (As Amended and Restated Effective January 1, 2009) * (File No. 001- 16169, Form 10-K dated February 6, 2009, Exhibit 10.19). PECO Energy Company Supplemental Pension Benefit Plan (As Amended and Restated Effective January 1, 2009) (File No. 000-16844, Form 10-K dated February 6, 2009, Exhibit 10.20). Exelon Corporation Annual Incentive Plan for Senior Executives (As Amended Effective January 1, 2014 * (File No. 001-16169, Proxy Statement dated April 1, 2014, Appendix A). Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective September 25, 2019 (File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.3). Exelon Corporation 2006 Long-Term Incentive Plan (Registration Statement No. 333-122704, Form S-4, Joint Proxy Statement- Prospectus pursuant to Rule 424(b)(3) filed June 3, 2005, Annex H). Form of Stock Option Grant Instrument under the Exelon Corporation 2006 Long-Term Incentive Plan (File No. 001-16169, Form 8-K dated January 27, 2006, Exhibit 99.2). Exelon Corporation Employee Stock Purchase Plan for Unincorporated Subsidiaries, as amended and restated effective September 25, 2019 (File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.4). Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective January 1, 2020) * (File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 10.13). Exelon Corporation Executive Death Benefits Plan dated as of January 1, 2003 * (File No. 001-16169, Form 10-K dated February 13, 2007, Exhibit 10.52). First Amendment to Exelon Corporation Executive Death Benefits Plan, Effective January 1, 2006 * (File No. 001-16169, Form 10-K dated February 13, 2007, Exhibit 10.53). 412 Table of Contents Exhibit No. Description 10-16 10-17 10-18 10-19 10-20 10-20-1 10-20-2 10-21 10-22 10-23 10-24 10-25 10-26 10-27 10-28 10-29 10-30 Amendment Number One to the Exelon Corporation 2006 Long-Term Incentive Plan, Effective December 4, 2006 (File No. 001-16169, Form 10-K dated February 13, 2007, Exhibit 10.54). Exelon Corporation Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005) (File No. 001-16169, Form 10-K dated February 13, 2007, Exhibit 10.56). Exelon Corporation Stock Deferral Plan (As Amended and Restated Effective September 25, 2019) (File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.5). Restricted stock unit award agreement (File 001-16169, Form 8-K dated August 31, 2007, Exhibit 99.1). Form of Exelon Corporation 2011 Long-Term Incentive Plan, as amended effective December 18, 2014. * (File No. 001-16169, Form 10-K dated February 10, 2016, Exhibit 10.34). Form of Exelon Corporation Long-Term Incentive Program, as amended and restated as of January 1, 2020. * (File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 10.21). Amendment Number Two to the Exelon Corporation 2011 Long-Term Incentive Plan (As Amended and Restated Effective January 21, 2014), Effective October 26, 2015. * (File No. 001-16169, Form 10-K dated February 10, 2016, Exhibit 10.34.3). Form of Separation Agreement under Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective January 1, 2020) (File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 10.21). Credit Agreement for $500,000,000 dated as of March 23, 2011 between Exelon Corporation and Various Financial Institutions (File No. 001-16169, Form 8-K dated March 23, 2011, Exhibit 99.1). Credit Agreement for $5,300,000,000 dated as of March 23, 2011 between Exelon Generation Company, LLC and Various Financial Institutions (File No. 333-85496, Form 8-K dated March 23, 2011, Exhibit 99.2). Credit Agreement for $600,000,000 dated as of March 23, 2011 between PECO Energy Company and Various Financial Institutions (File No. 000-16844, Form 8-K dated March 23, 2011, Exhibit 99.3). Credit Agreement dated as of March 28, 2012 among Commonwealth Edison Company, Various Financial Institutions, as Lenders, and JP Morgan Chase Bank, N.A., as Administrative Agent (File No. 001-01839, Form 8-K dated March 28, 2012, Exhibit 99.1). Amendment No. 3 to Credit Agreement dated as of March 23, 2011 among Exelon Corporation, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 001-16169, Form 8-K dated August 10, 2013, Exhibit 99.1). Amendment No. 1 to Credit Agreement dated as of March 28, 2012 among Commonwealth Edison Company, as Borrower, the various financial institutions named therein, as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 001-1839, Form 8-K dated August 10, 2013, Exhibit 99.2). Amendment No. 1 to Credit Agreement, dated as of December 21, 2011, to the Credit Agreement dated as of March 23, 2011, among Exelon Generation Company, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 001- 16169, Form 8-K dated March 14, 2012, Exhibit 4.6). Constellation Energy Group, Inc. Nonqualified Deferred Compensation Plan, as amended and restated. * (File No. 001-12869, Form 10-K dated February 27, 2009, Exhibit 10(b)). Constellation Energy Group, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated. * (File No. 001- 12869, Form 10-K dated February 27, 2009, Exhibit 10(c)). 413 Table of Contents Exhibit No. Description 10-31 10-32 10-33 10-34 10-35 10-36 10-37 10-38 10-39 10-40 10-41 10-42-1 10-42-2 10-42-3 10-42-4 Constellation Energy Group, Inc. Benefits Restoration Plan, amended and restated effective June 1, 2010. * (File No. 001-12869, Form 10-Q dated August 6, 2010, Exhibit 10(b)). Constellation Energy Group, Inc. Supplemental Pension Plan, as amended and restated. * (File No. 001-12869, Form 10-K dated February 27, 2009, Exhibit 10(e)). Constellation Energy Group, Inc. Senior Executive Supplemental Plan, as amended and restated. * (File No. 001-12869, Form 10-K dated February 27, 2009, Exhibit 10(f)). Constellation Energy Group, Inc. Executive Supplemental Benefits Plan, as amended and restated. * (File No. 001-12869, Form 10-Q dated August 11, 2008, Exhibit No. 10(a)). Constellation Energy Group, Inc. Amended and Restated 2007 Long-Term Incentive Plan. * (File No. 001-12869, Form 8-K dated June 4, 2010, Exhibit 10.1). Second Amended and Restated Operating Agreement, dated as of November 6, 2009, by and among Constellation Energy Nuclear Group, LLC, Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Development Inc., and for certain limited purposes, E.D.F. International S.A. and Constellation Energy Group, Inc. (File No. 001-12869, Form 8-K dated November 12, 2009, Exhibit 10.1). Amendment No. 1 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development, Inc.), and E.D.F. International S.A. (File No. 001-12869, Form 10-K dated March 3, 2011, Exhibit 10(s)). Amendment No. 2 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development, Inc.), and E.D.F. International S.A. (File No. 001-12869, Form 10-K dated March 3, 2011, Exhibit 10(t)). Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development, Inc.), and E.D.F. International S.A. (File No. 001-12869, Form 8-K dated November 3, 2010, Exhibit 10.1). Termination Agreement dated as of November 3, 2010, by and among EDF Inc. (formerly known as EDF Development, Inc.), E.D.F. International S.A., and Constellation Energy Group, Inc. (File No. 001-12869, Form 8-K dated November 3, 2010, Exhibit 10.2). Settlement Agreement between EDF Inc., Exelon Corporation, Exelon Energy Delivery Company, LLC, Constellation Energy Group, Inc. and Baltimore Gas and Electric Company dated January 16, 2012. (File No. 001-12869, Form 8-K dated January 19, 2012, Exhibit 10.1). Confirmation of Base Issuer Forward Transaction, dated June 11, 2014, between Exelon Corporation and Barclays Capital, Inc., acting as Agent for Barclays Bank PLC (File No. 001-16169, Form 8-K dated June 17, 2014, Exhibit 10.1). Confirmation of Base Issuer Forward Transaction, dated June 11, 2014, between Exelon Corporation and Goldman Sachs & Co. (File No. 001-16169, Form 8-K dated June 17, 2014, Exhibit 10.2). Confirmation of Additional Issuer Forward Transaction, dated June 13, 2014, between Exelon Corporation and Barclays Capital, Inc., acting as Agent for Barclays Bank PLC (File No. 001-16169, Form 8-K dated June 17, 2014, Exhibit 10.3). Confirmation of Additional Issuer Forward Transaction, dated June 13, 2014, between Exelon Corporation and Goldman Sachs & Co. (File No. 001-16169, Form 8-K dated June 17, 2014, Exhibit 10.4). 414 Table of Contents Exhibit No. Description 10-43 10-44 10-45 10-46 10-47 10-48 10-49 10-50 10-51 10-52 10-52-1 10-52-2 Bondable Transition Property Sale Agreement, dated as of December 19, 2002, between ACE Funding and ACE (File No. 333-59558, Form 8-K dated December 23, 2002, Exhibit 10.1). Bondable Transition Property Servicing Agreement, dated as of December 19, 2002, between ACE Funding and ACE (File No. 333- 59558, Form 8-K dated December 23, 2002, Exhibit 10.2). Purchase Agreement, dated as of April 20, 2010, by and among Pepco Holdings, Inc., Conectiv, LLC, Conectiv Energy Holding Company, LLC and New Development Holdings, LLC (File No. 001-31403, Form 8-K dated July 8, 2010, Exhibit 2.1). Purchase Agreement, dated March 9, 2015, among Potomac Electric Power Company and BNY Mellon Capital Markets, LLC, Morgan Stanley & Co. LLC, and RBS Securities Inc., as representatives of the several underwriters named therein (File No. 001-01072, Form 8-K dated March 10, 2015, Exhibit 1.1). Purchase Agreement, May 4, 2015, among Delmarva Power & Light Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (File No. 001- 01405, Form 8-K dated May 5, 2015, Exhibit 1.1). Bond Purchase Agreement, dated December 1, 2015, among Atlantic City Electric Company and the purchasers signatory thereto (File No. 001-03559, Form 8-K dated December 2, 2015, Exhibit 1.1). $300,000,000 Term Loan Agreement by and among PHI, The Bank of Nova Scotia, as Administrative Agent, and the lenders party thereto, dated July 30, 2015 (File No. 001-31403, Form 8-K dated July 30, 2015, Exhibit 10). First Amendment to Term Loan Agreement, dated as of October 29, 2015, by and among PHI, The Bank of Nova Scotia, as Administrative Agent, and the lenders party thereto (File No. 001-31403, Form 8-K dated October 29, 2015, Exhibit 10.2). $500,000,000 Term Loan Agreement by and among PHI, The Bank of Nova Scotia, as Administrative Agent, and the lenders party thereto, dated January 13, 2016 (File No. 001-31403, Form 8-K dated January 14, 2016, Exhibit 10). Second Amended and Restated Credit Agreement, dated as of August 1, 2011, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the lenders party thereto, Wells Fargo Bank, National Association, as agent, issuer and swingline lender, Bank of America, N.A., as syndication agent and issuer, The Royal Bank of Scotland plc and Citicorp USA, Inc., as co-documentation agents, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as active joint lead arrangers and joint book runners, and Citigroup Global Markets Inc. and RBS Securities, Inc. as passive joint lead arrangers and joint book runners (File No. 001-31403, Form 10-Q dated August 3, 2011, Exhibit 10.1). First Amendment, dated as of August 2, 2012, to Second Amended and Restated Credit Agreement, dated as of August 1, 2011, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions party thereto, Wells Fargo Bank, National Association, as agent, issuer of letters of credit and swingline lender, Bank of America, N.A., as syndication agent and issuer of letters of credit, and The Royal Bank of Scotland plc and Citibank, N.A., as co-documentation agents (File No. 001-31403, Form 10-K dated March 1, 2013, Exhibit 10.25.1). Amendment and Consent to Second Amended and Restated Credit Agreement, dated as of May 20, 2014, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association (File No. 001- 31403, Form 8-K dated May 20, 2014, Exhibit 10.1). 415 Table of Contents Exhibit No. Description 10-52-3 10-52-4 10-53 10-53-1 10-53-2 10-54 10-55 10-56 10-57 10-58 10-59 10-60 Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 1, 2015, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association (File No. 001-31403, Form 8-K dated May 1, 2015, Exhibit 10.1). Consent, dated as of October 29, 2015, by and among Pepco Holdings, Inc., Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, the various financial institutions from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank, National Association (File No. 001-31403, Form 8-K dated October 29, 2015, Exhibit 10.1). Asset Purchase and Sale Agreement for Generating Plants and Related Assets, dated as of June 7, 2000, by and between Pepco and Southern Energy, Inc. (File No. 001-01072, Form 8-K dated June 13, 2000, Exhibit 10). Amendment No. 1 to the Asset Purchase and Sale Agreement for Generating Plants and Related Assets, dated September 18, 2000, by and between Potomac Electric Power Company and Southern Energy, Inc. (File No. 001-01072, Form 8-K dated December 19, 2000, Exhibit 10.1). Amendment No. 2 to the Asset Purchase and Sale Agreement for Generating Plants and Related Assets, dated December 19, 2000, by and between Potomac Electric Power Company and Southern Energy, Inc. (File No. 001-01072, Form 8-K dated December 19, 2000, Exhibit 10.2). First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016 (File No. 001-31403, Form 8-K dated March 28, 2016, Exhibit 10). Amendment No. 7 to Credit Agreement, dated as of March 23, 2011, among Exelon Corporation, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 001-16169, Form 8-K dated May 27, 2016, Exhibit 99.1). Amendment No. 7 to Credit Agreement, dated as of March 23, 2011, among Exelon Generation Company, LLC, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 333-85496, Form 8- K dated May 27, 2016, Exhibit 99.2). Amendment No. 4 to Credit Agreement, dated as of March 23, 2011, among Commonwealth Edison Company, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 333-85496, Form 8- K dated May 27, 2016, Exhibit 99.3). Amendment No. 6 to Credit Agreement, dated as of March 23, 2011, among PECO Energy Company, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 000-16844, Form 8-K dated May 27, 2016, Exhibit 99.4). Amendment No. 5 to Credit Agreement, dated as of March 23, 2011, among Baltimore Gas and Electric Company, as Borrower, the various financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (File No. 001-01910, Form 8-K dated May 27, 2016, Exhibit 99.5). Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of August 1, 2011, among Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company, as Borrowers, the various financial institutions named therein, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (File No. 001- 31403, Form 8-K dated May 27, 2016, Exhibit 99.6). 416 Table of Contents Exhibit No. Description 10-61 10-62 10-63 10-64 10-65 10-66 10-67 10-68 10.69 10.70 10.71 10.72 10.73 10.74 10.75 10.76 2016 Form of Exelon Corporation Change in Control Agreement (File No. 001-16169, Form 10-Q dated October 26, 2016, Exhibit 10.1). Execution Version-ZEC Standard Contract by and between the NYSERDA and Nine Mile Point Nuclear Station, LLC dated Nov. 18, 2016 (File No. 001-16169, Form 8-K dated November 18, 2016, Exhibit 10.1). Execution Version-ZEC Standard Contract by and between the NYSERDA and R. E. Ginna Nuclear Power Plant, LLC dated Nov. 18, 2016 (File No. 001-16169, Form 8-K dated November 18, 2016, Exhibit 10.2). Credit Agreement, dated as of November 28, 2017, as thereafter amended and conformed among ExGen Renewables IV, LLC, ExGen Renewables IV Holding, LLC, Morgan Stanley Senior Funding, Inc. as administrative agent, Wilmington Trust, National Association, as depository bank and collateral agent, and the lenders and other agents party thereto. (Certain portions of this exhibit have been omitted by redacting a portion of text, as indicated by asterisks in the text. This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.) (File No. 001-16169, Form 10-K dated February 9, 2018, Exhibit 10.94). Purchase Agreement, dated June 8, 2018 among Delmarva Power & Light Company and the purchasers signatory thereto (File No. 001- 01405, Form 8-K dated June 21, 2018, Exhibit 1.1). Purchase Agreement, dated June 8, 2018, among Potomac Electric Power Company and the purchasers signatory thereto (File No. 001- 01072, Form 8-K dated June 21, 2018, Exhibit 1.1). Letter Agreement, dated May 7, 2018, between Exelon Corporation and Denis P. O’Brien (File No. 001-16169, Form 10-Q dated August 2, 2018, Exhibit 10.3). Letter Agreement, dated May 7, 2018, between Exelon Corporation and Jonathan W. Thayer (File No. 001-16169, Form 10-Q dated August 2, 2018, Exhibit 10.4). Exelon Corporation 2020 Long-Term Incentive Plan (Effective April 28, 2020) (File No. 001-16169, Proxy Statement dated March 18, 2020, Appendix A). Exelon Corporation 2020 Long-Term Incentive Plan Prospectus, dated May 27, 2020 (File No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.3). Form of Restricted Stock Unit Award Notice and Agreement under the Exelon Corporation 2020 Long-Term Incentive Plan (File No. 001- 16169, Form 10-Q dated August 4, 2020, Exhibit 10.4). Form of Performance Share Award Notice and Agreement under the Exelon Corporation 2020 Long-Term Incentive Plan (File No. 001- 16169, Form 10-Q dated August 4, 2020, Exhibit 10.5). Receivables Purchase Agreement, dated as of April 8, 2020, among Constellation NewEnergy, Inc. as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as Agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K dated April 9, 2020, Exhibit 10.1). Letter Agreement, dated Jun 4, 2020, between Exelon Corporation and William A. Von Hoene, Jr.** Deferred Prosecution Agreement, dated July 17, 2020, between Commonwealth Edison Company and the U.S. Department of Justice and the U.S. Attorney for the Northern District of Illinois (File No. 001-16169, Form 8-K dated July 17, 2020, Exhibit 10.1). Credit Agreement, among ExGen Renewables IV, LLC, the lenders party thereto, Jefferies Finance LLC, as administrative agent, and Wilmington Trust, National Association, as depositary ban and collateral agent, dated December 15, 2020 (File No. 333-85496, Form 8-K dated December 15, 2020, Exhibit 1.1). 417 Table of Contents Exhibit No. Description 14 Exelon Code of Conduct, as amended March 12, 2012 (File No. 1-16169, Form 8-K dated March 14, 2012, Exhibit No. 14-1). 21-1 21-2 21-3 21-4 21-5 21-6 21-7 21-8 21-9 23-1 23-2 23-3 23-4 23-5 23-6 23-7 23-8 24-1 24-2 24-3 24-4 24-5 24-6 24-7 24-8 24-9 24-10 24-11 24-12 24-13 Subsidiaries Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Pepco Holdings LLC Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Consent of Independent Registered Public Accountants Exelon Corporation Exelon Generation Company, LLC Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Power of Attorney (Exelon Corporation) Anthony K. Anderson Ann C. Berzin Laurie Brlas Christopher M. Crane Yves C. de Balmann Nicholas DeBenedictis Linda P. Jojo Paul Joskow Robert J. Lawless Marjorie Rodgers Cheshire Reserved. Mayo A. Shattuck III Reserved. 418 Table of Contents Exhibit No. Description 24-14 24-15 24-16 24-17 24-18 24-19 24-20 24-21 24-22 24-23 24-24 24-25 24-26 24-27 24-28 24-29 24-30 24-31 24-32 24-33 24-34 24-35 24-36 24-37 24-38 24-39 24-40 24-41 24-42 John F. Young John Richardson Power of Attorney (Commonwealth Edison Company) James W. Compton Christopher M. Crane A. Steven Crown Nicholas DeBenedictis Joseph Dominguez Peter V. Fazio, Jr. Michael H. Moskow Calvin G. Butler Reserved. Power of Attorney (PECO Energy Company) Christopher M. Crane Reserved. Nicholas DeBenedictis Nelson A. Diaz John S. Grady Rosemarie B. Greco Michael A. Innocenzo Charisse R. Lillie Calvin G. Butler Power of Attorney (Baltimore Gas and Electric Company) Ann C. Berzin Carim V. Khouzami Christopher M. Crane Michael E. Cryor James R. Curtiss Joseph Haskins, Jr. Calvin G. Butler Michael D. Sullivan Maria Harris Tildon Power of Attorney (Pepco Holdings LLC) 24-43 Christopher M. Crane 419 Table of Contents Exhibit No. Description 24-44 24-45 24-46 24-47 24-48 24-49 24-50 24-51 24-52 24-53 24-54 24-55 24-56 24-57 24-58 Linda W. Cropp Michael E. Cryor Ernest Dianastasis Debra P. DiLorenzo Calvin G. Butler David M. Velazquez Power of Attorney (Potomac Electric Power Company) J. Tyler Anthony Phillip S. Barnett Christopher M. Crane Melissa A. Lavinson Kevin M. McGowan Calvin G. Butler David M. Velazquez Power of Attorney (Delmarva Power & Light Company) Calvin G. Butler David M. Velazquez Power of Attorney (Atlantic City Electric Company) 24-59 David M. Velazquez Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form 10-K for the year ended December 31, 2020 filed by the following officers for the following registrants: Exhibit No. Description 31-1 31-2 31-3 31-4 31-5 31-6 31-7 31-8 31-9 31-10 31-11 31-12 Filed by Christopher M. Crane for Exelon Corporation Filed by Joseph Nigro for Exelon Corporation Filed by Christopher M. Crane for Exelon Generation Company, LLC Filed by Bryan P. Wright for Exelon Generation Company, LLC Filed by Joseph Dominguez for Commonwealth Edison Company Filed by Jeanne M. Jones for Commonwealth Edison Company Filed by Michael A. Innocenzo for PECO Energy Company Filed by Robert J. Stefani for PECO Energy Company Filed by Carim V. Khouzami for Baltimore Gas and Electric Company Filed by David M. Vahos for Baltimore Gas and Electric Company Filed by David M. Velazquez for Pepco Holdings LLC Filed by Phillip S. Barnett for Pepco Holdings LLC 420 Table of Contents Exhibit No. Description 31-13 31-14 31-15 31-16 31-17 31-18 Filed by David M. Velazquez for Potomac Electric Power Company Filed by Phillip S. Barnett for Potomac Electric Power Company Filed by David M. Velazquez for Delmarva Power & Light Company Filed by Phillip S. Barnett for Delmarva Power & Light Company Filed by David M. Velazquez for Atlantic City Electric Company Filed by Phillip S. Barnett for Atlantic City Electric Company Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2020 filed by the following officers for the following registrants: Exhibit No. Description 32-1 32-2 32-3 32-4 32-5 32-6 32-7 32-8 32-9 32-10 32-11 32-12 32-13 32-14 32-15 32-16 32-17 32-18 Filed by Christopher M. Crane for Exelon Corporation Filed by Joseph Nigro for Exelon Corporation Filed by Christopher M. Crane for Exelon Generation Company, LLC Filed by Bryan P. Wright for Exelon Generation Company, LLC Filed by Joseph Dominguez for Commonwealth Edison Company Filed by Jeanne M. Jones for Commonwealth Edison Company Filed by Michael A. Innocenzo for PECO Energy Company Filed by Robert J. Stefani for PECO Energy Company Filed by Carim V. Khouzami for Baltimore Gas and Electric Company Filed by David M. Vahos for Baltimore Gas and Electric Company Filed by David M. Velazquez for Pepco Holdings LLC Filed by Phillip S. Barnett for Pepco Holdings LLC Filed by David M. Velazquez for Potomac Electric Power Company Filed by Phillip S. Barnett for Potomac Electric Power Company Filed by David M. Velazquez for Delmarva Power & Light Company Filed by Phillip S. Barnett for Delmarva Power & Light Company Filed by David M. Velazquez for Atlantic City Electric Company Filed by Phillip S. Barnett for Atlantic City Electric Company 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 421 Table of Contents __________ * Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees. ** Filed herewith. (a) These filings are not available electronically on the SEC website as they were filed in paper previous to the electronic system that is currently in place. 422 Table of Contents ITEM 16. FORM 10-K SUMMARY All Registrants Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Registrants have elected not to include such summary information. 423 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES EXELON CORPORATION By: Name: Title: /s/ CHRISTOPHER M. CRANE Christopher M. Crane President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ CHRISTOPHER M. CRANE Christopher M. Crane /s/ JOSEPH NIGRO Joseph Nigro /s/ FABIAN E. SOUZA Fabian E. Souza President, Chief Executive Officer (Principal Executive Officer) and Director Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President and Corporate Controller (Principal Accounting Officer) This annual report has also been signed below by Gayle E. Littleton, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Anthony K. Anderson Ann C. Berzin Laurie Brlas Yves C. de Balmann Nicholas DeBenedictis Linda P. Jojo Paul L. Joskow Robert J. Lawless John M. Richardson Marjorie Rodgers Cheshire Mayo A. Shattuck III John F. Young By: Name: /s/ GAYLE E. LITTLETON Gayle E. Littleton February 24, 2021 424 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES EXELON GENERATION COMPANY, LLC By: Name: Title: /s/ CHRISTOPHER M. CRANE Christopher M. Crane Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. /s/ CHRISTOPHER M. CRANE Christopher M. Crane /s/ BRYAN P. WRIGHT Bryan P. Wright /s/ MATTHEW N. BAUER Matthew N. Bauer Signature Title Principal Executive Officer Senior Vice President and Chief Financial Officer (Principal Financial Officer) Vice President and Controller (Principal Accounting Officer) 425 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES COMMONWEALTH EDISON COMPANY By: Name: Title: /s/ JOSEPH DOMINGUEZ Joseph Dominguez Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ JOSEPH DOMINGUEZ Joseph Dominguez /s/ JEANNE M. JONES Jeanne M. Jones /s/ STEVEN J. CICHOCKI Steven J. Cichocki Chief Executive Officer (Principal Executive Officer) and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) This annual report has also been signed below by Joseph Dominguez, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler James W. Compton Christopher M. Crane A. Steven Crown By: Name: /s/ JOSEPH DOMINGUEZ Joseph Dominguez Nicholas DeBenedictis Peter V. Fazio, Jr. Michael H. Moskow 426 February 24, 2021 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES PECO ENERGY COMPANY By: Name: Title: /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo /s/ ROBERT J. STEFANI Robert J. Stefani /s/ CAROLINE FULGINITI Caroline Fulginiti President, Chief Executive Officer (Principal Executive Officer) and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) This annual report has also been signed below by Michael A. Innocenzo, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler Christopher M. Crane Nicholas DeBenedictis Nelson A. Diaz By: Name: /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo John S. Grady Rosemarie B. Greco Charisse R. Lillie 427 February 24, 2021 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES BALTIMORE GAS AND ELECTRIC COMPANY By: Name: Title: /s/ CARIM V. KHOUZAMI Carim V. Khouzami Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ CARIM V. KHOUZAMI Carim V. Khouzami /s/ DAVID M. VAHOS David M. Vahos /s/ JASON T. JONES Jason T. Jones Chief Executive Officer (Principal Executive Officer) and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) This annual report has also been signed below by Carim V. Khouzami, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Ann C. Berzin Calvin G. Butler Christopher M. Crane Michael E. Cryor By: Name: /s/ CARIM V. KHOUZAMI Carim V. Khouzami James R. Curtiss Joseph Haskins, Jr. Michael D. Sullivan Maria Harris Tildon 428 February 24, 2021 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES PEPCO HOLDINGS LLC By: Name: Title: /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title President, Chief Executive Officer (Principal Executive Officer), and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) /s/ DAVID M. VELAZQUEZ David M. Velazquez /s/ PHILLIP S. BARNETT Phillip S. Barnett /s/ JULIE E. GIESE Julie E. Giese This annual report has also been signed below by David M. Velazquez, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin. G. Butler Christopher M. Crane Linda W. Cropp Michael E. Cryor Ernest Dianastasis Debra P. DiLorenzo By: Name: /s/ DAVID M. VELAZQUEZ David M. Velazquez February 24, 2021 429 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES POTOMAC ELECTRIC POWER COMPANY By: Name: Title: /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ DAVID M. VELAZQUEZ David M. Velazquez /s/ PHILLIP S. BARNETT Phillip S. Barnett /s/ JULIE E. GIESE Julie E. Giese President, Chief Executive Officer (Principal Executive Officer), and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) This annual report has also been signed below by David M. Velazquez, Attorney-in-Fact, on behalf of the following Directors on the date indicated: J. Tyler Anthony Phillip S. Barnett Calvin G. Butler Christopher M. Crane Melissa A. Lavinson Kevin M. McGowan By: Name: /s/ DAVID M. VELAZQUEZ David M. Velazquez February 24, 2021 430 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES DELMARVA POWER & LIGHT COMPANY By: Name: Title: /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ DAVID M. VELAZQUEZ David M. Velazquez /s/ PHILLIP S. BARNETT Phillip S. Barnett /s/ JULIE E. GIESE Julie E. Giese President, Chief Executive Officer (Principal Executive Officer), and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) This annual report has also been signed below by David M. Velazquez, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler By: Name: /s/ DAVID M. VELAZQUEZ David M. Velazquez February 24, 2021 431 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 24th day of February, 2021. SIGNATURES ATLANTIC CITY ELECTRIC COMPANY By: Name: Title: /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2021. Signature Title /s/ DAVID M. VELAZQUEZ David M. Velazquez /s/ PHILLIP S. BARNETT Phillip S. Barnett /s/ JULIE E. GIESE Julie E. Giese President, Chief Executive Officer (Principal Executive Officer), and Director Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Director, Accounting (Principal Accounting Officer) 432 BYLAWS OF COMMONWEALTH EDISON COMPANY Amended and Restated as of February 22, 2021 Bylaws of Commonwealth Edison Company ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. - Annual Meeting. The annual meeting of the shareholders for the election of Directors and for the transaction of general business shall be held on any date as determined year to year by the Board of Directors. The time and location of the meeting shall be determined by the Board of Directors. Section 2. - Special Meeting. Special meetings of the shareholders may be held upon call by the Chair of the Board, if one is elected, the President, or a majority of the Board of Directors whenever they deem expedient, or upon the written request of the holders of shares entitled to not less than twenty percent of all the votes entitled to be cast at such a meeting. Section 3. - Notice of Meetings Written or printed notice of every meeting of the shareholders, whether annual or special, stating the place, day, and hour of such meeting and (in the case of special meetings) the business proposed to be transacted shall be given by the Secretary to each shareholder entitled to vote at such meeting not less than ten (10) days but no more than sixty (60) days before the date fixed for such meeting, by electronic mail at his or her e-mail address as it appears on the records of the Company or by depositing such notice in the United States mail addressed to him or her at his or her post office address as it appears on the records of the Company, with postage thereon prepaid. A written waiver of notice of a meeting of the shareholders, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Section 4. - Organization of Meeting. All meetings of the shareholders shall be called to order by the Chair of the Board, or if one is not elected or is absent, by the President, or in his or her absence by a Vice President, or in the case of the absence of such officers, then by any shareholder, whereupon the meeting shall organize by electing a Chair. The Secretary of the Company, if present, shall act as secretary of the meeting, unless some other person shall be elected by the meeting to so act. An accurate record of the meeting shall be kept by the secretary thereof, and placed in the record books of the Company. Section 5. - Quorum. At any meeting of the shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the transaction of business. If a quorum be not present at any meeting, holders of a majority of the shares of stock so present or represented may adjourn the meeting either sine die or to a date certain. 1 Section 6. - Voting. At all meetings of the shareholders, each shareholder shall be entitled to one vote for each share of common stock standing in his or her name and, when the preferred or preference stock is entitled to vote, such number of votes as shall be provided in the charter of the Company for each share of preferred and preference stock standing in his or her name, and the votes shall be cast by shareholders in person or by lawful proxy. Section 7. - Action by Consent Any action required or permitted by law, the Articles of Incorporation, or these Amended and Restated Bylaws to be taken at a meeting of the shareholders of the Company may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by shareholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed consent shall be delivered to the Secretary for inclusion in the minute book of the Corporation. Section 8. - Record Date for Shareholders and Closing of Transfer Books. The Board of Directors may fix, in advance, a date as the record for the determination of the shareholders entitled to notice of, or to vote at, any meeting of shareholders, or entitled to receive payment of any dividend, or entitled to the allotment of any rights, or for any other proper purpose. Such date in any case shall not be more than sixty (60) days (and in the case of a meeting of shareholders not less than ten (10) days) prior to the date on which the particular action requiring such determination of shareholders is to be taken. Only shareholders of record on such date shall be entitled to notice of or to vote at such meeting or to receive such dividends or rights, as the case may be. Section 9. – Voting Lists. The Secretary of the Company shall make, within twenty days after the record date for a meeting of stockholders of the Company or ten days before such meeting, whichever is earlier, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for at least ten days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any stockholder, and to copying at such stockholder's expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. ARTICLE II BOARD OF DIRECTORS AND COMMITTEES Section 1. - Powers of Directors. The business and affairs of the Company shall be managed by a Board of Directors which shall have and may exercise all the powers of the Company, except such as are expressly conferred upon or reserved to the shareholders by law, by the charter, or by these bylaws. Except as otherwise provided herein, the Board of Directors shall appoint the officers for the conduct of the business of the Company, 2 determine their duties and responsibilities and fix their compensation. The Board of Directors may remove any officer. Section 2. - Number and Election of Directors. (a) The Board of Directors shall consist of such number of directors as may be determined from time to time by resolution of a majority of the Company’s shareholders; provided, however, that the number of Directors may be increased or decreased by resolution of a majority of the Company’s shareholders without an amendment to these bylaws so long as there will be no less than four (4) Directors or more than nine (9) Directors. (b) At least one (1) member of the Board of Directors must be an “Independent Director”, which is defined to mean that such person is not a director, officer or employee of Exelon Corporation or the the Company (excluding positions as directors of subsidiaries of the Company). Section 3. - Removals and Vacancies. The shareholders, at any meeting duly called and at which a quorum is present or by written consent in lieu thereof, may remove any Director or Directors from office by the affirmative vote of the holders of a majority of the outstanding shares entitled to the vote thereon. Vacancies occurring in the Board of Directors for any reason may be filled by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon. Section 4. - Director Retirement Age Each Independent Director must retire from the Board of Directors at or before the next annual meeting of shareholders following the director’s 75th birthday; provided, however, that a Director’s continued service may be extended by resolution of a majority of the Company’s shareholders. Section 5. - Chair of the Board of Directors; Vice Chair. The Chair of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors and of the shareholders, and shall also have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. The Vice Chair, if one is elected, shall, in the absence of the Chair of the Board, perform the duties of the Chair of the Board, and shall also have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. Section 6. - Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held on such dates during the year as may be designated from time to time by the Board of Directors. All meetings of the Board of Directors shall be held at such location as ordered by the Board of Directors. Of all such meetings the Secretary shall give notice to each Director personally or by electronic mail, by telephone, or by written notice at least 24 hours before such meeting. Special meetings may be held at any time or place upon the call of the Chair or Vice Chair of the Board or the Chief Executive Officer. The Chair of the Board shall preside at all meetings of the Board of Directors, or, if one is not elected or is absent, the Vice Chair, the Chief Executive Officer, the President, or one of the Vice Presidents (if a member of the Board of Directors) shall preside. If at any meeting none of the foregoing persons is present, the Directors present shall designate one of their number to preside at such meeting. 3 Section 7. - Quorum and Voting. (a) A majority of the Directors in office shall constitute a quorum of the Board of Directors for the transaction of business. All actions of the Board of Directors (other than those described in Section 7(b) of this Article II) shall require the affirmative vote of a majority of the Directors in attendance at a meeting at which a quorum is present. If a quorum be not present at any meeting, a majority of the Directors present may adjourn to any time and place they may see fit. (b) Notwithstanding the provisions of subsection 7(a) above, the following actions shall require an affirmative vote of a majority of the Board of Directors of the corporation that includes the vote of at least one (1) Independent Director: (i) any decision by the corporation to seek protection from creditors under federal or state bankruptcy, insolvency, moratorium or similar law affecting the rights of creditors; (ii) any action by the Board of Directors of the corporation to declare and pay dividends; and (iii) any action by the Board of Directors of the corporation to authorize the purchase of electric energy. Section 8. - Committees. The Board of Directors is authorized to appoint from among its members such committees as it may, from time to time, deem advisable and to delegate to such committee or committees any of the powers of the Board of Directors which it may lawfully delegate. Each such committee shall consist of at least one (1) Director. Section 9. - Action by Consent Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors. Section 10. - Fees and Expenses. Each member of the Board of Directors, other than salaried officers and employees, shall be paid an annual retainer fee, payable in such amount as shall be specified from time to time by the Board of Directors. Each member of the Board of Directors, other than salaried officers and employees, shall be paid such fee as shall be specified from time to time by the Board of Directors for attending each regular or special meeting of the Board of Directors and for attending, as a committee member, each meeting of any committee appointed by the Board of Directors. Each Director shall be paid reasonable traveling expenses incident to attendance at meetings of the Board of Directors. ARTICLE III OFFICERS Section 1. - Officers. The Board of Directors shall designate an individual to be the Chief Executive Officer of the Company. The Company shall also have a President, one or more Vice Presidents, a Treasurer, and a Secretary, who shall be elected by, and hold office at the will of, the Board of Directors. The Board of Directors shall elect such other officers as they may deem necessary for the conduct of the business and 4 affairs of the Company. Any two offices, except those of President and Vice President, may be held by the same person, but no person shall sign checks, drafts and promissory notes, or execute, acknowledge or verify any other instrument in more than one capacity, if such instrument is required by law, the charter, these bylaws, a resolution of the Board of Directors or order of the Chief Executive Officer to be signed, executed, acknowledged or verified by two (2) or more officers. Section 2. - Duties of the Officers. (a) Chief Executive Officer. The Chief Executive Officer shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of the Chair of the Board and the Vice Chair, or if one (or both) is (or are) not elected, the Chief Executive Officer shall perform all the duties of the Chair of the Board. (b) President. The President shall have general executive powers, as well as specific powers conferred by these bylaws. The President, any Vice President, or such other persons as may be designated by the Board of Directors, shall sign all special contracts of the Company, countersign checks, drafts and promissory notes, and such other papers as may be directed by the Board of Directors. The President, or any Vice President, together with the Treasurer or an Assistant Treasurer, shall have authority to sell, assign or transfer and deliver any bonds, stocks or other securities owned by the Company. The President shall also have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. (c) Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors, or the Chief Executive Officer, as well as the specific powers assigned by these bylaws. A Vice President may be designated by the Board of Directors or the Chief Executive Officer to perform, in the absence of the President, all the duties of the President. (d) Treasurer. The Treasurer shall have the care and the custody of the funds and valuable papers of the Company and shall receive and disburse all moneys in such a manner as may be prescribed by the Board of Directors or the Chief Executive Officer. The Treasurer shall have such other powers and duties as may be assigned to him or her by the Board of Directors, or the Chief Executive Officer, as well as specific powers assigned by these bylaws. (e) Secretary. The Secretary shall attend all meetings of the shareholders and the Board of Directors and shall notify the shareholders and Directors of such meetings in the manner provided in these bylaws. The Secretary shall record the proceedings of all such meetings in books kept for that purpose. The Secretary 5 shall have such other powers and duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer, as well as the specific powers assigned by these bylaws (f) Assistant Officers. Assistant Secretaries and Assistant Treasurers, when elected or appointed, shall respectively assist the Secretary or the Treasurer in the performance of the respective duties assigned to such principal officers, and in assisting such principal officer, each of such assistant officers shall for such purpose have the powers of such principal officer. In case of the absence, disability, death, resignation or removal from office of any principal officer, such principal officer's duties shall, except as otherwise ordered by the Board of Directors, temporarily devolve upon such assistant officer as shall be designated by the Chair, Vice Chair or Chief Executive Officer. Section 3. - Removals and Vacancies. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interest of the Company will be served thereby. In case of removal, the salary of such officer shall cease. Removal shall be without prejudice to the contractual rights, if any, of the person so removed, but election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Company shall be filled by the Board of Directors and the officer so elected shall hold office for the unexpired term in respect of which the vacancy occurred or until his or her successor shall be duly elected and qualified. In any event of absence or temporary disability of any officer of the Company, the Board of Directors may authorize some other person to perform the duties of that office. ARTICLE IV INDEMNIFICATION Section 1. - Procedure. The Company shall indemnify any present or former Director or officer of the Company and each Director or elected officer of any direct or indirect wholly-owned subsidiary of the Company who is made, or threatened to be made, a party to a proceeding by reason of his or her service in that capacity or by reason of service, while a Director or officer of the Company and at the request of the Company, as a director or officer of another company, corporation, limited liability company, partnership, trust, employee benefit plan or other enterprise, and the Company shall pay or reimburse reasonable expenses incurred in advance of final disposition of the proceeding, in each case to the fullest extent permitted by the laws of the State of Illinois. The Company may indemnify, and advance reasonable expenses to, other employees and agents of the Company and employees and agents of any subsidiary of the Company to the extent authorized by the Board of Directors. The Company shall follow the procedures required by applicable law in determining persons eligible for indemnification and in making indemnification payments and advances. Section 2. - Exclusivity, etc. The indemnification and advancement of expenses provided by these bylaws (a) shall not be deemed exclusive of any other rights to which a person seeking indemnification or advance of expenses 6 may be entitled under any law (common or statutory), or any agreement, vote of shareholders or disinterested Directors or other provision that is consistent with law, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed or acting as agent for the Company, (b) shall continue in respect of all events occurring while a person was a Director or officer after such person has ceased to be a Director or officer, and (c) shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification and advance of expenses hereunder shall be deemed to be a contract between the Company and each Director or officer of the Company who serves or served in such capacity at any time while this Article IV is in effect. Nothing herein shall prevent the amendment of this Article IV, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before its adoption or as to claims made after its adoption in respect of events occurring before its adoption. Any repeal or modification of this Article IV shall not in any way diminish any rights to indemnification or advancement of expenses of a Director or officer or the obligations of the Company arising hereunder with respect to events occurring, or claims made, while this Article IV or any provision hereof is in effect. Section 3. - Severability. The invalidity or unenforceability of any provision of this Article IV shall not affect the validity or enforceability of any other provision hereof. ARTICLE V CAPITAL STOCK Section 1. - Evidence of Stock Ownership. Evidence of ownership of stock in the Company shall be pursuant to certificate(s), each of which shall represent the number of shares of stock owned by a shareholder of the Company. Shareholders may request that their stock ownership be represented by certificate(s). Each certificate shall be signed on behalf of the Company by the President or a Vice President and countersigned by the Secretary or the Treasurer and shall be sealed with the corporate seal. The signatures may be either manual or facsimile. In case any officer who signed any certificate, in facsimile or otherwise, ceases to be such officer of the Company before the certificate is issued, the certificate may nevertheless be issued by the Company with the same effect as if the officer had not ceased to be such officer as of the date of its issue. Section 2. - Transfer of Shares. Stock shall be transferable only on the books of the Company by assignment in writing by the registered holder thereof, his or her legally constituted attorney, or his or her legal representative, either upon surrender and cancellation of the certificate(s) therefor, if such stock is represented by a certificate, or upon receipt of such other documentation for stock not represented by a certificate as the Board of Directors and the law of the State of Illinois may, from time to time, require. Section 3. - Lost, Stolen or Destroyed Certificates. No certificate for shares of stock of the Company shall be issued in place of any other certificate alleged to have been lost, stolen, or destroyed, except upon production of such evidence of the loss, theft or destruction and upon indemnification of the Company to such extent and in such manner as the Board of Directors may prescribe. 7 Section 4. - Transfer Agents and Registrars. The Board of Directors shall appoint a person or persons, or any incorporated trust company or companies or both, as transfer agents and registrars and, if stock is represented by a certificate, may require that such certificate bear the signatures or the counter-signatures of such transfer agents and registrars, or either of them. Section 5. - Stock Ledger. The Company shall maintain at its principal office a stock record containing the names and addresses of all shareholders and the numbers of shares of each class held by each shareholder. ARTICLE VI SEAL The Board of Directors shall provide, subject to change, a suitable corporate seal which may be used by causing it, or facsimile thereof, to be impressed or affixed or reproduced one the Company’s stock certificates, bonds, or any other documents on which the seal may be appropriate. These bylaws, or any of them, may be amended or repealed, and new bylaws may be made or adopted by the shareholders at any annual meeting or a special meeting called for that purpose, or by written consent in lieu of a meeting. ARTICLE VII AMENDMENTS 8 Amy E. Best SVP & Chief HR Officer 10 S. Dearborn Street Chicago, IL 60603 Tel. (312) 394-7554 June 4, 2020 William A. Von Hoene, Jr. 6901 S Constance Ave Chicago, IL 60649 Re: Letter of Understanding Dear Bill: This letter will confirm our mutual understanding regarding your employment with Exelon Corporation (the “Company”). 1. 2. 3. 4. You have agreed to remain with the Company in your current position until your retirement on December 31, 2022 (“Retirement Date”). Your current annualized base salary rate and target annual incentive and long-term performance share opportunities will remain in effect, you and your eligible dependents will remain eligible to participate in the Company’s applicable employee benefit plans, your outstanding long-term incentive awards will continue to in accordance with their terms, and you will remain subject to the Company’s code of business conduct and other employment policies. In the event your employment ends prior to your Retirement Date for any reason other than your resignation or termination by the Company for “cause”, you (or your estate) will be eligible to receive non-change in control separation benefits pursuant to the Exelon Corporation Senior Management Severance Plan. You will not be eligible for separation benefits if your employment ends on or after your Retirement Date. This letter supersedes all prior agreements and understandings concerning your employment, including your Change in Control Employment Agreement dated October 26, 2016 other than the provisions of Article VIII (“Restrictive Covenants”) thereof. June 4, 2020 Page 2 Please acknowledge your acceptance of the above terms and conditions by signing this letter in the space provided below and promptly returning it to me. We greatly appreciate your ongoing contributions to Exelon. Very truly yours, /s/Amy E. Best Amy E. Best Senior Vice President & Chief Human Resources Officer Agreed and Accepted: /s/ William A. Von Hoene, Jr. cc: Chris Crane Exhibit 21.1 Exelon Corporation (50% and Greater) 12/31/2020 Subsidiary 2014 ESA HoldCo, LLC 2014 ESA Project Company, LLC 2015 ESA Holdco, LLC 2015 ESA Investco, LLC 2015 ESA Project Company, LLC A/C Fuels Company Albany Green Energy, LLC AMP Funding, L.L.C. Annova LNG Brownsville A, LLC Annova LNG Common Infrastructure, LLC Annova LNG, LLC Annova LNG, LLC Series A Annova LNG, LLC Series Z APS Constellation, LLC Atlantic City Electric Company Atlantic City Electric Transition Funding LLC Atlantic Generation, Inc. Atlantic Southern Properties, Inc. ATNP Finance Company AV Solar Ranch 1, LLC Baltimore Gas and Electric Company Beebe 1B Renewable Energy, LLC Beebe Renewable Energy, LLC Bennett Creek Windfarm, LLC Bethlehem Renewable Energy, LLC BGE Home Products & Services, LLC Big Top, LLC Blue Breezes II, L.L.C. Blue Breezes, L.L.C. Bluestem Wind Energy Holdings, LLC Bluestem Wind Energy Member Holdings, LLC Bluestem Wind Energy Member, LLC Bluestem Wind Energy, LLC BPHS Solar, LLC Breakerbox, LLC Butter Creek Power, LLC California PV Energy 2, LLC California PV Energy 3, LLC California PV Energy, LLC Calvert Cliffs Nuclear Power Plant, LLC Cassia Gulch Wind Park LLC Cassia Wind Farm LLC CD Panther I, Inc. CD Panther II, LLC CD Panther Partners, L.P. Jurisdiction Delaware Delaware Delaware Delaware Delaware Pennsylvania Georgia Delaware Delaware Delaware Delaware Delaware Delaware Delaware New Jersey Delaware New Jersey New Jersey Delaware Delaware Maryland Delaware Delaware Idaho Delaware Delaware Oregon Minnesota Minnesota Delaware Delaware Delaware Delaware Delaware Pennsylvania Oregon Delaware Delaware Delaware Maryland Idaho Idaho Maryland Delaware Delaware 1 Exhibit 21.1 CD SEGS V, Inc. CD SEGS VI, Inc. CE Culm, Inc. CE FundingCo, LLC CE Nuclear, LLC CER Generation, LLC CEU Arkoma West, LLC CEU CoLa, LLC CEU East Fort Peck, LLC CEU Fayetteville, LLC CEU Floyd Shale, LLC CEU Holdings, LLC CEU Huntsville, LLC CEU Kingston, LLC CEU Niobrara, LLC CEU Ohio Shale, LLC CEU Paradigm, LLC CEU Pinedale, LLC CEU Plymouth, LLC CEU Simplicity, LLC CEU W&D, LLC Chesapeake HVAC, Inc. CII Solarpower I, Inc. Clean Jobs for Pennsylvania, LLC Clinton Battery Utility, LLC CLT Energy Services Group, L.L.C. CNE Gas Holdings, LLC CNEG Holdings, LLC CNEGH Holdings, LLC CoLa Resources LLC Colorado Bend II Power, LLC Colorado Bend Services, LLC ComEd Financing III Commonwealth Edison Company Commonwealth Edison Company of Indiana, Inc. Conectiv Communications, Inc. Conectiv Energy Supply, Inc. Conectiv Properties and Investments, Inc. Conectiv Solutions LLC Conectiv, LLC Constellation Connect, LLC Constellation DCO Albany Power Holdings, LLC Constellation EG, LLC Constellation Energy Canada, Inc. Constellation Energy Commodities Group Maine, LLC Constellation Energy Gas Choice, LLC Constellation Energy Nuclear Group, LLC Constellation Energy Power Choice, LLC Constellation Energy Resources, LLC Maryland Maryland Maryland Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Maryland Delaware Delaware Pennsylvania Kentucky Delaware Delaware Delaware Delaware Delaware Delaware Illinois Indiana Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Ontario Delaware Delaware Maryland Delaware Delaware 2 Exhibit 21.1 Constellation Energy Solutions, LLC Constellation Energy Upstream Holdings, LLC Constellation Holdings, LLC Constellation LNG, LLC Constellation Mystic Power, LLC Constellation NewEnergy - Gas Division, LLC Constellation NewEnergy, Inc. Constellation Nuclear Power Plants, LLC Constellation Nuclear, LLC Constellation Power Source Generation, LLC Constellation Power, Inc. Constellation Solar Arizona 2, LLC Constellation Solar Arizona, LLC Constellation Solar California, LLC Constellation Solar Connecticut, LLC Constellation Solar DC, LLC Constellation Solar Federal, LLC Constellation Solar Georgia 2, LLC Constellation Solar Georgia, LLC Constellation Solar Holding, LLC Constellation Solar Horizons, LLC Constellation Solar Illinois 2, LLC Constellation Solar Illinois, LLC Constellation Solar Maryland II, LLC Constellation Solar Maryland, LLC Constellation Solar Massachusetts, LLC Constellation Solar MC, LLC Constellation Solar Net Metering, LLC Constellation Solar New Jersey II, LLC Constellation Solar New Jersey III, LLC Constellation Solar New Jersey, LLC Constellation Solar New York, LLC Constellation Solar Ohio, LLC Constellation Solar Pennsylvania, LLC Constellation Solar Rhode Island, LLC Constellation Solar Texas, LLC Constellation Solar, LLC Continental Wind Holding, LLC Continental Wind, LLC COSI Central Wayne, Inc. COSI Sunnyside, Inc. Cow Branch Wind Power, L.L.C. CP Sunnyside I, Inc. CP Windfarm, LLC CR Clearing, LLC Criterion Power Partners, LLC Data Center Enterprise, LLC DE Asset Operations, LLC Delaware Operating Services Company, LLC Delaware Delaware Maryland Delaware Delaware Kentucky Delaware Delaware Delaware Maryland Maryland Delaware Delaware Delaware Delaware Delaware Delaware Delaware Georgia Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Maryland Maryland Missouri Maryland Minnesota Missouri Delaware Delaware Delaware Delaware 3 Exhibit 21.1 Delmarva Power & Light Company Denver Airport Solar, LLC Distrigas of Massachusetts LLC DLC Solar, LLC E&W Development Corporation Ecocred, LLC EdiSun, LLC Energy Performance Services, Inc. ETT Canada, Inc. Everett LNG LLC Exelon AVSR Holding, LLC Exelon AVSR, LLC Exelon Business Services Company, LLC Exelon Clearsight, LLC Exelon Energy Delivery Company, LLC Exelon Enterprises Company, LLC Exelon FitzPatrick, LLC Exelon Framingham, LLC Exelon Fulton, LLC Exelon Generation Acquisitions, LLC Exelon Generation Company, LLC Exelon Generation Consolidation, LLC Exelon Generation Finance Company, LLC Exelon Generation Limited Exelon Generation Services, LLC Exelon Generation Supply, LLC Exelon Genesis, LLC Exelon InQB8R, LLC Exelon Mechanical, LLC Exelon Microgrid, LLC Exelon New Boston, LLC Exelon New England Holdings, LLC Exelon Nuclear Partners, LLC Exelon Nuclear Security, LLC Exelon PowerLabs, LLC Exelon Solar Chicago LLC Exelon Transmission Company, LLC Exelon VTI, LLC Exelon West Medway, LLC Exelon Wind 1, LLC Exelon Wind 2, LLC Exelon Wind 3, LLC Exelon Wind Canada Inc. Exelon Wind, LLC Exelon Wyman, LLC Exelorate Enterprises, LLC Ex-FM, Inc. Ex-FME, Inc. ExGen Energy, S. de R.L. de C.V. Delaware & Virginia Delaware Delaware Delaware Florida Delaware Delaware Pennsylvania New Brunswick Delaware Delaware Delaware Delaware Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Pennsylvania Illinois Delaware United Kingdom Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Texas Texas Texas Canada Delaware Delaware Delaware New York Delaware Mexico 4 Exhibit 21.1 ExGen Handley Power, LLC ExGen Renewables Holdings II, LLC ExGen Renewables Holdings, LLC ExGen Renewables I Holding, LLC ExGen Renewables I, LLC ExGen Renewables II, LLC ExGen Renewables IV Holding, LLC ExGen Renewables IV, LLC ExGen Renewables Partners, LLC ExGen Texas II Power Holdings, LLC ExGen Texas II Power, LLC ExGen Texas Power Services, LLC ExGen Ventures International Holdings II Limited ExGen Ventures International Holdings Limited ExTel Corporation, LLC F & M Holdings Company, L.L.C. Fair Wind Power Partners, LLC Fauquier Landfill Gas, L.L.C. FHS Solar, LLC Four Corners Windfarm, LLC Four Mile Canyon Windfarm, LLC Fourmile Wind Energy, LLC Friendly Skies, Inc. Gateway Solar LLC Grande Prairie Generation, Inc. Green Lane Solar Power LLC Greensburg Wind Farm, LLC Handsome Lake Energy, LLC Harvest II Windfarm, LLC Harvest Windfarm, LLC High Mesa Energy, LLC High Plains Wind Power, LLC Holyoke Solar, LLC Hot Springs Windfarm, LLC JBAB Solar I, LLC JExel Nuclear Company Lake Houston Power, LLC LHHS Solar, LLC Loess Hills Wind Farm, LLC LSLV Solar, LLC Melville Solar Power LLC Michigan Wind 1, LLC Michigan Wind 2, LLC Michigan Wind 3, LLC Millennium Account Services, LLC Minergy LLC Mohave Sunrise Solar I, LLC Mountain Top Wind Power, LLC NewEnergy Receivables, LLC Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware United Kingdom United Kingdom Delaware Delaware Delaware Delaware Delaware Oregon Oregon Maryland U.S. Virgin Islands Delaware Alberta Rhode Island Delaware Maryland Delaware Michigan Idaho Texas Delaware Idaho Delaware Japan Delaware Delaware Missouri Delaware Rhode Island Delaware Delaware Delaware Delaware Wisconsin Arizona Maryland Delaware 5 Nine Mile Point Nuclear Station, LLC North Shore District Energy, LLC Northwind Thermal Technologies Canada Inc. Oregon Trail Windfarm, LLC Outback Solar, LLC Pacific Canyon Windfarm, LLC Panther Creek Holdings, Inc. Panther Creek Partners PCI - BT Investing, L.L.C. PCI Air Management Corporation PCI Air Management Partners, L.L.C. PEC Financial Services, LLC PECO Energy Capital Corp. PECO Energy Capital Trust III PECO Energy Capital Trust IV PECO Energy Capital, L.P. PECO Energy Company PECO Wireless, LLC Pegasus Power Company, Inc. Pepco Building Services Inc. Pepco Government Services LLC Pepco Holdings LLC PFMG Construction, Ltd. PFMG Solar, LLC PH Holdco LLC PHI Service Company Pinedale Energy, LLC Potomac Capital Investment Corporation Potomac Delaware Leasing Corporation Potomac Electric Power Company Potomac Leasing Associates, L.P. R.E. Ginna Nuclear Power Plant, LLC Ramp Investments, L.L.C. Renewable Power Generation Holdings, LLC Renewable Power Generation, LLC RF HoldCo LLC RITELine Illinois, LLC RITELine Transmission Development, LLC Rolling Hills Landfill Gas, LLC Sacramento PV Energy, LLC Sand Ranch Windfarm, LLC Scherer Holdings 1, LLC Scherer Holdings 2, LLC Scherer Holdings 3, LLC Sendero Wind Energy, LLC SHHS Solar, LLC Shooting Star Wind Project, LLC SHS Solar, LLC Sky Valley, LLC Exhibit 21.1 Delaware Delaware New Brunswick Oregon Oregon Oregon Delaware Delaware Delaware Nevada Delaware Pennsylvania Delaware Delaware Delaware Delaware Pennsylvania Delaware California Delaware Delaware Delaware California Delaware Delaware Delaware Colorado Delaware Delaware District of Columbia & Virginia Delaware Maryland Delaware Delaware Delaware Delaware Illinois Delaware Delaware Delaware Oregon Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware 6 Exhibit 21.1 SolGen Holding, LLC SolGen, LLC Sugar Beet Wind, LLC Sunbeam LeaseCo, LLC Threemile Canyon Wind I, LLC THS Solar, LLC Titan STC, LLC Tuana Springs Energy, LLC UII, LLC V.G. Investment Holdings, LLC Volta SPV CMX, LLC Volta SPV NTR, LLC Volta SPV RSL, LLC W&D Gas Partners, LLC Wagon Trail, LLC Wansley Holdings 1, LLC Wansley Holdings 2, LLC Ward Butte Windfarm, LLC Water & Energy Savings Company, LLC West Medway II Holdings, LLC West Medway II, LLC Whitetail Wind Energy, LLC Wildcat Finance, LLC Wildcat Wind LLC Wind Capital Holdings, LLC Wolf Hollow II Power, LLC Wolf Hollow Services, LLC Delaware Delaware Delaware Delaware Oregon Delaware Delaware Idaho Illinois Delaware Delaware Delaware Delaware Delaware Oregon Delaware Delaware Oregon Delaware Delaware Delaware Delaware Delaware New Mexico Missouri Delaware Delaware 7 Exhibit 21.2 Exelon Generation Company, LLC (50% and Greater) 12/31/2020 Subsidiary 2014 ESA HoldCo, LLC 2014 ESA Project Company, LLC 2015 ESA Holdco, LLC 2015 ESA Investco, LLC 2015 ESA Project Company, LLC A/C Fuels Company Albany Green Energy, LLC Annova LNG Brownsville A, LLC Annova LNG Common Infrastructure, LLC Annova LNG, LLC Annova LNG, LLC Series A Annova LNG, LLC Series Z APS Constellation, LLC Atlantic Generation, Inc. AV Solar Ranch 1, LLC Beebe 1B Renewable Energy, LLC Beebe Renewable Energy, LLC Bennett Creek Windfarm, LLC Bethlehem Renewable Energy, LLC BGE Home Products & Services, LLC Big Top, LLC Blue Breezes II, L.L.C. Blue Breezes, L.L.C. Bluestem Wind Energy Holdings, LLC Bluestem Wind Energy Member Holdings, LLC Bluestem Wind Energy Member, LLC Bluestem Wind Energy, LLC BPHS Solar, LLC Breakerbox, LLC Butter Creek Power, LLC California PV Energy 2, LLC California PV Energy 3, LLC California PV Energy, LLC Calvert Cliffs Nuclear Power Plant, LLC Cassia Gulch Wind Park LLC Cassia Wind Farm LLC CD Panther I, Inc. CD Panther II, LLC CD Panther Partners, L.P. CD SEGS V, Inc. CD SEGS VI, Inc. CE Culm, Inc. CE FundingCo, LLC CE Nuclear, LLC CER Generation, LLC Jurisdiction Delaware Delaware Delaware Delaware Delaware Pennsylvania Georgia Delaware Delaware Delaware Delaware Delaware Delaware New Jersey Delaware Delaware Delaware Idaho Delaware Delaware Oregon Minnesota Minnesota Delaware Delaware Delaware Delaware Delaware Pennsylvania Oregon Delaware Delaware Delaware Maryland Idaho Idaho Maryland Delaware Delaware Maryland Maryland Maryland Delaware Delaware Delaware 1 Exhibit 21.2 CEU Arkoma West, LLC CEU CoLa, LLC CEU East Fort Peck, LLC CEU Fayetteville, LLC CEU Floyd Shale, LLC CEU Holdings, LLC CEU Huntsville, LLC CEU Kingston, LLC CEU Niobrara, LLC CEU Ohio Shale, LLC CEU Paradigm, LLC CEU Pinedale, LLC CEU Plymouth, LLC CEU Simplicity, LLC CEU W&D, LLC Chesapeake HVAC, Inc. CII Solarpower I, Inc. Clinton Battery Utility, LLC CLT Energy Services Group, L.L.C. CNE Gas Holdings, LLC CNEG Holdings, LLC CNEGH Holdings, LLC CoLa Resources LLC Colorado Bend II Power, LLC Colorado Bend Services, LLC Conectiv Energy Supply, Inc. Conectiv, LLC Constellation Connect, LLC Constellation DCO Albany Power Holdings, LLC Constellation EG, LLC Constellation Energy Canada, Inc. Constellation Energy Commodities Group Maine, LLC Constellation Energy Gas Choice, LLC Constellation Energy Nuclear Group, LLC Constellation Energy Power Choice, LLC Constellation Energy Resources, LLC Constellation Energy Solutions, LLC Constellation Energy Upstream Holdings, LLC Constellation Holdings, LLC Constellation LNG, LLC Constellation Mystic Power, LLC Constellation NewEnergy - Gas Division, LLC Constellation NewEnergy, Inc. Constellation Nuclear Power Plants, LLC Constellation Nuclear, LLC Constellation Power Source Generation, LLC Constellation Power, Inc. Constellation Solar Arizona 2, LLC Constellation Solar Arizona, LLC Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Maryland Delaware Pennsylvania Kentucky Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Ontario Delaware Delaware Maryland Delaware Delaware Delaware Delaware Maryland Delaware Delaware Kentucky Delaware Delaware Delaware Maryland Maryland Delaware Delaware 2 Exhibit 21.2 Constellation Solar California, LLC Constellation Solar Connecticut, LLC Constellation Solar DC, LLC Constellation Solar Federal, LLC Constellation Solar Georgia 2, LLC Constellation Solar Georgia, LLC Constellation Solar Holding, LLC Constellation Solar Horizons, LLC Constellation Solar Illinois 2, LLC Constellation Solar Illinois, LLC Constellation Solar Maryland II, LLC Constellation Solar Maryland, LLC Constellation Solar Massachusetts, LLC Constellation Solar MC, LLC Constellation Solar Net Metering, LLC Constellation Solar New Jersey II, LLC Constellation Solar New Jersey III, LLC Constellation Solar New Jersey, LLC Constellation Solar New York, LLC Constellation Solar Ohio, LLC Constellation Solar Pennsylvania, LLC Constellation Solar Rhode Island, LLC Constellation Solar Texas, LLC Constellation Solar, LLC Continental Wind Holding, LLC Continental Wind, LLC COSI Central Wayne, Inc. COSI Sunnyside, Inc. Cow Branch Wind Power, L.L.C. CP Sunnyside I, Inc. CP Windfarm, LLC CR Clearing, LLC Criterion Power Partners, LLC DE Asset Operations, LLC Delaware Operating Services Company, LLC Denver Airport Solar, LLC Distrigas of Massachusetts LLC DLC Solar, LLC Energy Performance Services, Inc. Everett LNG LLC Exelon AVSR Holding, LLC Exelon AVSR, LLC Exelon FitzPatrick, LLC Exelon Framingham, LLC Exelon Fulton, LLC Exelon Generation Acquisitions, LLC Exelon Generation Consolidation, LLC Exelon Generation Finance Company, LLC Exelon Generation Limited Delaware Delaware Delaware Delaware Delaware Georgia Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Maryland Maryland Missouri Maryland Minnesota Missouri Delaware Delaware Delaware Delaware Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Delaware Delaware Illinois Delaware United Kingdom 3 Exhibit 21.2 Exelon Generation Services, LLC Exelon Generation Supply, LLC Exelon New Boston, LLC Exelon New England Holdings, LLC Exelon Nuclear Partners, LLC Exelon Nuclear Security, LLC Exelon PowerLabs, LLC Exelon Solar Chicago LLC Exelon West Medway, LLC Exelon Wind 1, LLC Exelon Wind 2, LLC Exelon Wind 3, LLC Exelon Wind Canada Inc. Exelon Wind, LLC Exelon Wyman, LLC ExGen Energy, S. de R.L. de C.V. ExGen Handley Power, LLC ExGen Renewables Holdings II, LLC ExGen Renewables Holdings, LLC ExGen Renewables I Holding, LLC ExGen Renewables I, LLC ExGen Renewables II, LLC ExGen Renewables IV Holding, LLC ExGen Renewables IV, LLC ExGen Renewables Partners, LLC ExGen Texas II Power Holdings, LLC ExGen Texas II Power, LLC ExGen Texas Power Services, LLC ExGen Ventures International Holdings II Limited ExGen Ventures International Holdings Limited Fair Wind Power Partners, LLC Fauquier Landfill Gas, L.L.C. FHS Solar, LLC Four Corners Windfarm, LLC Four Mile Canyon Windfarm, LLC Fourmile Wind Energy, LLC Gateway Solar LLC Grande Prairie Generation, Inc. Green Lane Solar Power LLC Greensburg Wind Farm, LLC Handsome Lake Energy, LLC Harvest II Windfarm, LLC Harvest Windfarm, LLC High Mesa Energy, LLC High Plains Wind Power, LLC Holyoke Solar, LLC Hot Springs Windfarm, LLC JBAB Solar I, LLC JExel Nuclear Company Delaware Delaware Delaware Delaware Delaware Delaware Pennsylvania Delaware Delaware Texas Texas Texas Canada Delaware Delaware Mexico Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware United Kingdom United Kingdom Delaware Delaware Delaware Oregon Oregon Maryland Delaware Alberta Rhode Island Delaware Maryland Delaware Michigan Idaho Texas Delaware Idaho Delaware Japan 4 Exhibit 21.2 Lake Houston Power, LLC LHHS Solar, LLC Loess Hills Wind Farm, LLC LSLV Solar, LLC Melville Solar LLC Michigan Wind 1, LLC Michigan Wind 2, LLC Michigan Wind 3, LLC Minergy LLC Mohave Sunrise Solar I, LLC Mountain Top Wind Power, LLC NewEnergy Receivables LLC Nine Mile Point Nuclear Station, LLC North Shore District Energy, LLC Oregon Trail Windfarm, LLC Outback Solar, LLC Pacific Canyon Windfarm, LLC Panther Creek Holdings, Inc. Panther Creek Partners Pegasus Power Company, Inc. Pepco Building Services Inc. Pepco Government Services LLC PFMG Construction, Ltd. PFMG Solar, LLC Pinedale Energy, LLC R.E. Ginna Nuclear Power Plant, LLC Renewable Power Generation Holdings, LLC Renewable Power Generation, LLC Rolling Hills Landfill Gas, LLC Sacramento PV Energy, LLC Sand Ranch Windfarm, LLC Sendero Wind Energy, LLC SHHS Solar, LLC Shooting Star Wind Project, LLC SHS Solar, LLC Sky Valley, LLC SolGen Holding, LLC SolGen, LLC Sugar Beet Wind, LLC Sunbeam LeaseCo, LLC Threemile Canyon Wind I, LLC THS Solar, LLC Titan STC, LLC Tuana Springs Energy, LLC V.G. Investment Holdings, LLC W&D Gas Partners, LLC Wagon Trail, LLC Ward Butte Windfarm, LLC Water & Energy Savings Company, LLC Delaware Delaware Missouri Delaware Rhode Island Delaware Delaware Delaware Wisconsin Arizona Maryland Delaware Delaware Delaware Oregon Oregon Oregon Delaware Delaware California Delaware Delaware California Delaware Colorado Maryland Delaware Delaware Delaware Delaware Oregon Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Oregon Delaware Delaware Idaho Delaware Delaware Oregon Oregon Delaware 5 Exhibit 21.2 West Medway II Holdings, LLC West Medway II, LLC Whitetail Wind Energy, LLC Wildcat Finance, LLC Wildcat Wind LLC Wind Capital Holdings, LLC Wolf Hollow II Power, LLC Wolf Hollow Services, LLC Delaware Delaware Delaware Delaware New Mexico Missouri Delaware Delaware 6 Exhibit 21.3 Commonwealth Edison Company (50% and Greater) 12/31/2020 Subsidiary Commonwealth Edison Company of Indiana, Inc. ComEd Financing III EdiSun, LLC RITELine Illinois, LLC Jurisdiction Indiana Delaware Delaware Illinois Exhibit 21.4 PECO Energy Company (50% and Greater) 12/31/2020 Subsidiary ATNP Finance Company ExTel Corporation, LLC PEC Financial Services, LLC PECO Energy Capital Corp. PECO Energy Capital, L.P. PECO Energy Capital Trust III PECO Energy Capital Trust IV PECO Wireless, LLC Jurisdiction Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Exhibit 21.5 Baltimore Gas and Electric Company (50% and Greater) 12/31/2020 Subsidiary None Jurisdiction Pepco Holdings LLC (50% and Greater) 12/31/2020 Subsidiary Atlantic City Electric Company Atlantic City Electric Transition Funding LLC Delmarva Power & Light Company Millennium Account Services, LLC PHI Service Company Potomac Electric Power Company Exhibit 21.6 Jurisdiction New Jersey Delaware Delaware & Virginia Delaware Delaware District of Columbia & Virginia Exhibit 21.7 Potomac Electric Power Company (50% and Greater) 12/31/2020 Subsidiary None Jurisdiction Exhibit 21.8 Delmarva Power & Light Company (50% and Greater) 12/31/2020 Subsidiary None Jurisdiction Exhibit 21.9 Atlantic City Electric Company (50% and Greater) 12/31/2020 Subsidiary Atlantic City Electric Transition Funding LLC Jurisdiction Delaware CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-233543 and No. 333-222989), Form S-4 (No. 333-209209) and on Form S-8 (No. 333-238747, No. 333-238720, No. 333-219037, No. 333-215114, No. 333-189849, No. 333-175162, No. 333-127377, No. 333-37082, No. 333-49780 and No. 333-61390) of Exelon Corporation of our report dated February 24, 2021 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. Exhibit 23.1 /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-233543-01) and Form S-4 (No. 333-184712) of Exelon Generation Company, LLC of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.2 /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-233543-02) of Commonwealth Edison Company of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.3 /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-233543-03) of PECO Energy Company of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.4 /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-233543-04) of Baltimore Gas and Electric Company of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.5 /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-233543-05) of Potomac Electric Power Company of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.6 /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No.333-233543-06) of Delmarva Power & Light Company of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.7 /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-233543-07) of Atlantic City Electric Company of our report dated February 24, 2021 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. Exhibit 23.8 /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 24, 2021 KNOW ALL MEN BY THESE PRESENTS that I, Anthony K. Anderson, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. POWER OF ATTORNEY Exhibit 24.1 /s/ ANTHONY K. ANDERSON Anthony K. Anderson DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.2 KNOW ALL MEN BY THESE PRESENTS that I, Ann C. Berzin, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ ANN C. BERZIN Ann C. Berzin DATE: February 10, 2021 POWER OF ATTORNEY Exhibit 24.3 KNOW ALL MEN BY THESE PRESENTS that I, Laurie Brlas, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ LAURIE BRLAS Laurie Brlas DATE: February 7, 2021 POWER OF ATTORNEY Exhibit 24.4 KNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Gayle E. Littleton attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHRISTOPHER M. CRANE Christopher M. Crane DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.5 KNOW ALL MEN BY THESE PRESENTS that I, Yves C. de Balmann, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ YVES C. DE BALMANN Yves C. de Balmann DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.6 KNOW ALL MEN BY THESE PRESENTS that I, Nicholas DeBenedictis, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ NICHOLAS DEBENEDICTIS Nicholas DeBenedictis DATE: February 22, 2021 POWER OF ATTORNEY Exhibit 24.7 KNOW ALL MEN BY THESE PRESENTS that I, Linda P. Jojo, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ LINDA P. JOJO Linda P. Jojo DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.8 KNOW ALL MEN BY THESE PRESENTS that I, Paul Joskow, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ PAUL L. JOSKOW Paul L. Joskow DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.9 KNOW ALL MEN BY THESE PRESENTS that I, Robert J. Lawless, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ ROBERT J. LAWLESS Robert J. Lawless DATE: February 22, 2021 POWER OF ATTORNEY Exhibit 24.10 KNOW ALL MEN BY THESE PRESENTS that I, Marjorie Rodgers Cheshire, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MARJORIE RODGERS CHESHIRE Marjorie Rodgers Cheshire DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.12 KNOW ALL MEN BY THESE PRESENTS that I, Mayo A. Shattuck III, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MAYO A. SHATTUCK III Mayo A. Shattuck III DATE: February 8, 2021 POWER OF ATTORNEY Exhibit 24.14 KNOW ALL MEN BY THESE PRESENTS that I, John F. Young, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JOHN F. YOUNG John F. Young DATE: February 8, 2021 POWER OF ATTORNEY Exhibit 24.15 KNOW ALL MEN BY THESE PRESENTS that I, John Richardson, do hereby appoint Christopher M. Crane and Gayle E. Littleton, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Exelon Corporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JOHN RICHARDSON John Richardson DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.16 KNOW ALL MEN BY THESE PRESENTS that I, James W. Compton, do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JAMES W. COMPTON James W. Compton DATE: February 8, 2021 POWER OF ATTORNEY Exhibit 24.17 KNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHRISTOPHER M. CRANE Christopher M. Crane DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.18 KNOW ALL MEN BY THESE PRESENTS that I, A. Steven Crown, do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ A. STEVEN CROWN A. Steven Crown DATE: February 22, 2021 POWER OF ATTORNEY Exhibit 24.19 KNOW ALL MEN BY THESE PRESENTS that I, Nicholas DeBenedictis, do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ NICHOLAS DEBENEDICTIS Nicholas DeBenedictis DATE: February 22, 2021 POWER OF ATTORNEY Exhibit 24.20 KNOW ALL MEN BY THESE PRESENTS that I, Joseph Dominguez, do hereby appoint Verónica Gómez attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JOSEPH DOMINGUEZ Joseph Dominguez DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.21 KNOW ALL MEN BY THESE PRESENTS that I, Peter V. Fazio, Jr., do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ PETER V. FAZIO, JR. Peter V. Fazio, Jr. DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.22 KNOW ALL MEN BY THESE PRESENTS that I, Michael H. Moskow, do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MICHAEL H. MOSKOW Michael H. Moskow DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.23 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, do hereby appoint Joseph Dominguez and Verónica Gómez, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Commonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CALVIN G. BUTLER Calvin G. Butler DATE: February 15, 2021 POWER OF ATTORNEY Exhibit 24.25 KNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHRISTOPHER M. CRANE Christopher M. Crane DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.27 KNOW ALL MEN BY THESE PRESENTS that I, Nicholas DeBenedictis, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ NICHOLAS DEBENEDICTIS Nicholas DeBenedictis DATE: February 22, 2021 POWER OF ATTORNEY Exhibit 24.28 KNOW ALL MEN BY THESE PRESENTS that I, Nelson A. Diaz, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ NELSON A. DIAZ Nelson A. Diaz DATE: February 6, 2021 POWER OF ATTORNEY Exhibit 24.29 KNOW ALL MEN BY THESE PRESENTS that I, John S. Grady, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JOHN S. GRADY John S. Grady DATE: February 6, 2021 POWER OF ATTORNEY Exhibit 24.30 KNOW ALL MEN BY THESE PRESENTS that I, Rosemarie B. Greco, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ ROSEMARIE B. GRECO Rosemarie B. Greco DATE: February 9, 2021 KNOW ALL MEN BY THESE PRESENTS that I, Michael A. Innocenzo, do hereby appoint Anthony E. Gay attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. POWER OF ATTORNEY Exhibit 24.31 /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.32 KNOW ALL MEN BY THESE PRESENTS that I, Charisse R. Lillie, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHARISSE R. LILLIE Charisse R. Lillie DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.33 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, do hereby appoint Michael A. Innocenzo and Anthony E. Gay, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of PECO Energy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CALVIN G. BUTLER Calvin G. Butler DATE: February 15, 2021 POWER OF ATTORNEY Exhibit 24.34 KNOW ALL MEN BY THESE PRESENTS that I, Ann C. Berzin, do hereby appoint Carim V. Khouzami and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ ANN C. BERZIN Ann C. Berzin DATE: February 10, 2021 POWER OF ATTORNEY Exhibit 24.35 KNOW ALL MEN BY THESE PRESENTS that I, Carim V. Khouzami, do hereby appoint John D. Corse attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CARIM V. KHOUZAMI Carim V. Khouzami DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.36 KNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Carim V. Khouzami and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHRISTOPHER M. CRANE Christopher M. Crane DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.37 KNOW ALL MEN BY THESE PRESENTS that I, Michael E. Cryor, do hereby appoint Carim V. Khouzami and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MICHAEL E. CRYOR Michael E. Cryor DATE: February 9, 2021 POWER OF ATTORNEY Exhibit 24.38 KNOW ALL MEN BY THESE PRESENTS that I, James R. Curtiss, do hereby appoint Carim V. Khouzami and John D. Corse, or either of them, for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JAMES R. CURTISS James R. Curtiss DATE: February 5, 2021 POWER OF ATTORNEY Exhibit 24.39 KNOW ALL MEN BY THESE PRESENTS that I, Joseph Haskins, Jr., do hereby appoint Carim V. Khouzami and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ JOSEPH HASKINS, JR. Joseph Haskins, Jr. DATE: February 10, 2021 POWER OF ATTORNEY Exhibit 24.40 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, do hereby appoint Carim V. Khouzami and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CALVIN G. BUTLER Calvin G. Butler DATE: February 15, 2021 POWER OF ATTORNEY Exhibit 24.41 KNOW ALL MEN BY THESE PRESENTS that I, Michael D. Sullivan, do hereby appoint Carim V. Khouzami. and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MICHAEL D. SULLIVAN Michael D. Sullivan DATE: February 19, 2021 POWER OF ATTORNEY Exhibit 24.42 KNOW ALL MEN BY THESE PRESENTS that I, Maria Harris Tildon, do hereby appoint Carim V. Khouzami. and John D. Corse, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Baltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MARIA HARRIS TILDON Maria Harris Tildon DATE: February 22, 2021 POWER OF ATTORNEY Exhibit 24.43 KNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHRISTOPHER M. CRANE Christopher M. Crane Date: February 23, 2021 POWER OF ATTORNEY Exhibit 24.44 KNOW ALL MEN BY THESE PRESENTS that I, Linda W. Cropp, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ LINDA W. CROPP Linda W. Cropp Date: February 8, 2021 POWER OF ATTORNEY Exhibit 24.45 KNOW ALL MEN BY THESE PRESENTS that I, Michael E. Cryor, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MICHAEL CRYOR Michael Cryor Date: February 9, 2021 POWER OF ATTORNEY Exhibit 24.46 KNOW ALL MEN BY THESE PRESENTS that I, Ernest Dianastasis, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ ERNEST DIANASTASIS Ernest Dianastasis Date: February 7, 2021 POWER OF ATTORNEY Exhibit 24.47 KNOW ALL MEN BY THESE PRESENTS that I, Debra P. DiLorenzo, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ DEBRA P. DILORENZO Debra P. DiLorenzo Date: February 7, 2021 POWER OF ATTORNEY Exhibit 24.48 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CALVIN G. BUTLER Calvin G. Butler Date: February 15, 2021 POWER OF ATTORNEY Exhibit 24.49 KNOW ALL MEN BY THESE PRESENTS that I, David M. Velazquez, do hereby appoint Wendy E. Stark as attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Pepco Holdings LLC, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ DAVID M. VELAZQUEZ David M. Velazquez DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.50 KNOW ALL MEN BY THESE PRESENTS that I, J. Tyler Anthony, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ J. TYLER ANTHONY J. Tyler Anthony DATE: February 19, 2021 POWER OF ATTORNEY Exhibit 24.51 KNOW ALL MEN BY THESE PRESENTS that I, Phillip S. Barnett, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ PHILLIP S. BARNETT Phillip S. Barnett DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.52 KNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CHRISTOPHER M. CRANE Christopher M. Crane DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.53 KNOW ALL MEN BY THESE PRESENTS that I, Melissa A. Lavinson, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ MELISSA A. LAVINSON Melissa A. Lavinson DATE: February 19, 2021 POWER OF ATTORNEY Exhibit 24.54 KNOW ALL MEN BY THESE PRESENTS that I, Kevin M. McGowan, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ KEVIN M. MCGOWAN Kevin M. McGowan DATE: February 20, 2021 POWER OF ATTORNEY Exhibit 24.55 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CALVIN G. BUTLER Calvin G. Butler DATE: February 15, 2021 POWER OF ATTORNEY Exhibit 24.56 KNOW ALL MEN BY THESE PRESENTS that I, David M. Velazquez, do hereby appoint Wendy E. Stark, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Potomac Electric Power Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ DAVID M. VELAZQUEZ David M. Velazquez DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.57 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, do hereby appoint David M. Velazquez and Wendy E. Stark, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Delmarva Power & Light Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ CALVIN G. BUTLER Calvin G. Butler DATE: February 15, 2021 POWER OF ATTORNEY Exhibit 24.58 KNOW ALL MEN BY THESE PRESENTS that I, David M. Velazquez, do hereby appoint Wendy E. Stark as attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Delmarva Power & Light Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ DAVID M. VELAZQUEZ David M. Velazquez DATE: February 23, 2021 POWER OF ATTORNEY Exhibit 24.59 KNOW ALL MEN BY THESE PRESENTS that I, David M. Velazquez, do hereby appoint Wendy E. Stark as attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2020 of Atlantic City Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ DAVID M. VELAZQUEZ David M. Velazquez DATE: February 23, 2021 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.1 I, Christopher M. Crane, certify that: 1. I have reviewed this annual report on Form 10-K of Exelon Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ CHRISTOPHER M. CRANE President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 I have reviewed this annual report on Form 10-K of Exelon Corporation; I, Joseph Nigro, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ JOSEPH NIGRO Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.3 I, Christopher M. Crane, certify that: 1. I have reviewed this annual report on Form 10-K of Exelon Generation Company, LLC; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ CHRISTOPHER M. CRANE Principal Executive Officer CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.4 I, Bryan P. Wright, certify that: I have reviewed this annual report on Form 10-K of Exelon Generation Company, LLC; 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ BRYAN P. WRIGHT Senior Vice President and Chief Financial Officer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.5 I, Joseph Dominguez, certify that: 1. I have reviewed this annual report on Form 10-K of Commonwealth Edison Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ JOSEPH DOMINGUEZ Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.6 I, Jeanne M. Jones, certify that: 1. I have reviewed this annual report on Form 10-K of Commonwealth Edison Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ JEANNE M. JONES Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.7 I, Michael A. Innocenzo, certify that: I have reviewed this annual report on Form 10-K of PECO Energy Company; 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ MICHAEL A. INNOCENZO President and Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.8 I, Robert J. Stefani, certify that: 1. I have reviewed this annual report on Form 10-K of PECO Energy Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ ROBERT. J STEFANI Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.9 I, Carim V. Khouzami, certify that: 1. I have reviewed this annual report on Form 10-K of Baltimore Gas and Electric Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ CARIM V. KHOUZAMI Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.10 I, David M. Vahos, certify that: 1. I have reviewed this annual report on Form 10-K of Baltimore Gas and Electric Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ DAVID M. VAHOS Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.11 I have reviewed this annual report on Form 10-K of Pepco Holdings LLC; I, David M. Velazquez, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ President and Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.12 I have reviewed this annual report on Form 10-K of Pepco Holdings LLC; I, Phillip S. Barnett, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ PHILLIP S. BARNETT Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.13 I have reviewed this annual report on Form 10-K of Potomac Electric Power Company; I, David M. Velazquez, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ President and Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.14 I have reviewed this annual report on Form 10-K of Potomac Electric Power Company; I, Phillip S. Barnett, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ PHILLIP S. BARNETT Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.15 I have reviewed this annual report on Form 10-K of Delmarva Power & Light Company; I, David M. Velazquez, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ President and Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.16 I have reviewed this annual report on Form 10-K of Delmarva Power & Light Company; I, Phillip S. Barnett, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ PHILLIP S. BARNETT Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.17 I have reviewed this annual report on Form 10-K of Atlantic City Electric Company; I, David M. Velazquez, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ President and Chief Executive Officer (Principal Executive Officer) CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.18 I have reviewed this annual report on Form 10-K of Atlantic City Electric Company; I, Phillip S. Barnett, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 24, 2021 /s/ PHILLIP S. BARNETT Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Corporation for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Exelon Corporation. Exhibit 32.1 Date: February 24, 2021 /s/ CHRISTOPHER M. CRANE Christopher M. Crane President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Corporation for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Exelon Corporation. Exhibit 32.2 Date: February 24, 2021 /s/ JOSEPH NIGRO Joseph Nigro Senior Executive Vice President and Chief Financial Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Generation Company, LLC for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Exelon Generation Company, LLC. Exhibit 32.3 Date: February 24, 2021 /s/ CHRISTOPHER M. CRANE Christopher M. Crane Principal Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Generation Company, LLC for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Exelon Generation Company, LLC. Exhibit 32.4 Date: February 24, 2021 /s/ BRYAN P. WRIGHT Bryan P. Wright Senior Vice President and Chief Financial Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Commonwealth Edison Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Commonwealth Edison Company. Exhibit 32.5 Date: February 24, 2021 /s/ JOSEPH DOMINGUEZ Joseph Dominguez Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Commonwealth Edison Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Commonwealth Edison Company. Exhibit 32.6 Date: February 24, 2021 /s/ JEANNE M. JONES Jeanne M. Jones Senior Vice President, Chief Financial Officer and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of PECO Energy Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of PECO Energy Company. Exhibit 32.7 Date: February 24, 2021 /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of PECO Energy Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of PECO Energy Company. Exhibit 32.8 Date: February 24, 2021 /s/ ROBERT J. STEFANI Robert J. Stefani Senior Vice President, Chief Financial Officer and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Baltimore Gas and Electric Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Baltimore Gas and Electric Company. Exhibit 32.9 /s/ CARIM V. KHOUZAMI Carim V. Khouzami Chief Executive Officer Date: February 24, 2021 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Baltimore Gas and Electric Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Baltimore Gas and Electric Company. Exhibit 32-10 Date: February 24, 2021 /s/ DAVID M. VAHOS David M. Vahos Senior Vice President, Chief Financial Officer and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Pepco Holdings LLC for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Pepco Holdings LLC. Exhibit 32.11 Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Pepco Holdings LLC for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Pepco Holdings LLC. Exhibit 32-12 Date: February 24, 2021 /s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Potomac Electric Power Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Potomac Electric Power Company. Exhibit 32.13 Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Potomac Electric Power Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Potomac Electric Power Company. Exhibit 32.14 Date: February 24, 2021 /s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Delmarva Power & Light Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Delmarva Power & Light Company. Exhibit 32.15 Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Delmarva Power & Light Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Delmarva Power & Light Company. Exhibit 32.16 Date: February 24, 2021 /s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Atlantic City Electric Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Atlantic City Electric Company. Exhibit 32.17 Date: February 24, 2021 /s/ DAVID M. VELAZQUEZ David M. Velazquez President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Atlantic City Electric Company for the year ended December 31, 2020, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Atlantic City Electric Company. Exhibit 32.18 Date: February 24, 2021 /s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer

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